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

                                    FORM 10-Q/A


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549
                            -----------------------


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

                 For the quarterly period ended: September 30, 1995

                                       OR

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


                         Commission file number 33-76368

                               BECKER GAMING, INC.
                              -------------------
             (Exact name of registrant as specified in its charter)

     Nevada                                                 88-0303849
     ------                                                 ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

740 S. Decatur
Las Vegas, Nevada                                           89107
-----------------                                           -----
(Address of principal                                    (Zip Code)
 executive offices)

                                 (702) 258-5200

              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
             (Former name, former address and former fiscal year if


                           changed since last report)

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,  and (2) has been subject to such filing  requirements
for the past 90 days.

     YES [X]                                        NO [ ]


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

                                                  Outstanding at
Class of common stock                             October 30, 1995
---------------------                             --------------
  $.01 par value                                10,000,000 shares

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                      BECKER GAMING, INC. AND SUBSIDIARIES
                                   FORM 10-Q/A
                                      INDEX


PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements (Unaudited)
                                                                         Page
BECKER GAMING, INC. AND SUBSIDIARIES
     Consolidated Balance Sheets as of June 30, 1995 and
          September 30, 1995...............................................1
     Consolidated Statements of Operations and Retained Earnings
          (Deficit) for the Three-Month Periods Ended
          September 30, 1995 and 1994......................................2
     Consolidated Statements of Cash Flows for the Three-Month
          Periods Ended September 30, 1995 and 1994........................3
     Notes to Consolidated Financial Statements............................4

ARIZONA CHARLIE'S, INC.
     Balance Sheets as of June 30, 1995 and September 30, 1995............ 9
          Statements of Operations and Retained Earnings (Deficit) 
          for the Three-Month Periods Ended September 30, 1995
          and 1994........................................................10
     Statements of Cash Flows for the Three-Month Periods
          Ended September 30, 1995 and 1994...............................11
     Notes to Financial Statements........................................12
SUNSET COIN, INC.
     Balance Sheets as of June 30, 1995 and September 30, 1995............18
          Statements of Income and Retained Earnings for the Three-
     Month Periods Ended September 30, 1995 and 1994......................19
          Statements of Cash Flows for the Three-Month Periods Ended
          September 30, 1995 and 1994.....................................20
     Notes to Financial Statements........................................21

CAPITOL QUEEN & CASINO, INC.
     Balance Sheets as of June 30, 1995 and September 30, 1995............26
     Statements of Loss Incurred During the Development Stage
          for the Three-Month Periods Ended September 30, 1995
          and 1994 and for the period from January 20, 1993
          (the date of inception) through September 30, 1995..............27
     Statements of Cash Flows for the for Three-Month Periods Ended
     September 30, 1995 and 1994 the period from January 20,
          1993 (the date of inception) through September 30, 1995.........28
     Notes to Financial Statements........................................29


                                                        
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations
       
         Becker Gaming, Inc...............................................34
         Arizona Charlie's, Inc...........................................34
         Sunset Coin, Inc.................................................39
         Capitol Queen & Casino, Inc......................................41

Part II.  Other Information
         Item 1.       Legal Proceedings..................................43
         Item 6.       Exhibits and Reports on Form 8-K...................45

Signatures ...............................................................46




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                    BECKER GAMING, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                    (Dollars in Thousand, Except Share Data)


                                     ASSETS
                                                       September 30,    June 30,
                                                               1995        1995
                                                           --------    --------
                                                       (Unaudited)

Cash and cash equivalents ..............................   $  8,241    $  6,657
Restricted cash, in escrow account .....................         40          40
Trade and other accounts receivable ....................      1,371       1,088
Receivables from related parties .......................        128          33
Inventories ............................................        788         852
Prepaid expenses .......................................      1,100       1,318
Current portion of notes receivable ....................        205         233
                                                           --------    --------
   Total current assets ................................     11,873      10,221
                                                           --------    --------

Land improvements ......................................      1,628       1,628
Building and improvements ..............................     38,569      38,566
Leasehold improvements .................................      1,098       1,098
Furniture and equipment ................................     28,063      27,927
                                                           --------    --------
                                                             69,358      69,219
 Less, accumulated depreciation ........................    (17,329)    (16,648)
                                                           --------    --------
                                                             52,029      52,571
Land ...................................................        208         208
                                                           --------    --------
      Net property and equipment .......................     52,237      52,779
                                                           --------    --------


Assets held for sale ...................................     15,963      15,987

Notes receivable, less current
portion, net ...........................................        521         502
Receivables from related parties, less
current portion ........................................       --           165
Deposits and other .....................................      1,346       1,411
Financing costs, net ...................................      3,549       3,721
                                                           --------    --------
      Total other assets ...............................     21,379      21,786
                                                           --------    --------
      Total assets .....................................   $ 85,489    $ 84,786
                                                           ========    ========



                 LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
                
                                                       September 30,    June 30,
                                                               1995        1995
                                                           --------    --------
                                                          (Unaudited)
Current liabilities:

   Trade accounts payable ..............................   $  3,435    $  2,028
   Accrued expenses ....................................      4,952       3,674
   Notes payable .......................................         81         121
   Current portion of subordinated
     notes payable to stockholders .....................        800         800
   Current portion of long term debt ...................        341         356
   Long-term debt classified as  current,
     net of unamortized original
     issue discount of $2,749 and $2,882,
     respectively ......................................     17,251      17,118
   Current portion of obligations
    under capital leases ...............................        811         865
                                                           --------    --------
         Total current liabilities .....................     27,671      24,962

Long-term debt, less current portion ...................     56,502      56,593
Subordinated notes payable to
  stockholders, less current
   portion .............................................      8,000       8,000

Obligations under capital leases,
less current portion ...................................      1,681       2,001
                                                           --------    --------
         Total  liabilities ............................     93,854      91,556
                                                           --------    --------
Commitments and contingencies

Stockholders' equity(deficit):

   Common stock, $.01 par value,
     20,000,000 shares authorized,
     10,000,000 shares issued and
     outstanding .......................................        100         100
   Preferred stock, $1 par value,
     5,000,000 shares authorized, none
     issued and  outstanding ...........................       --          --
   Additional paid-in  capital .........................      9,006       9,006
   Retained earnings (deficit) .........................    (17,471)    (15,876)
                                                           --------    --------
         Total stockholders'
         equity (deficit) ..............................     (8,365)     (6,770)
                                                           --------    --------
         Total  liabilities
         and stockholders'
         equity(deficit) ...............................   $ 85,489    $ 84,786
                                                           ========    ========



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

                      BECKER GAMING, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        AND RETAINED EARNINGS (DEFICIT)
                 (Dollars In Thousands, Except Per Share Data)
                                  (Unaudited)




                                                Three Months Ended September 30,

                                                         1995              1994
                                                 ------------      ------------
Revenues:
   Gaming ..................................     $     15,326      $     11,937
   Food and beverage .......................            4,271             3,111
   Hotel ...................................              722               439
   Gift shop ...............................              155               120
   Other ...................................              318               104
                                                 ------------      ------------
        Gross revenues .....................           20,792            15,711
Less, promotional allowances ...............           (2,088)           (1,169)
                                                 ------------      ------------
        Net revenues .......................           18,704            14,542
Operating expenses:

   Gaming ..................................            4,146             3,450
   Food and beverage .......................            5,174             3,371
   Hotel ...................................              398               315
   Gift shop ...............................              107                99
   Advertising and promotion ...............            1,205               809
   General and administrative ..............            5,347             4,543
   Rent expense paid to related party ......               96                46
   Depreciation and amortization ...........            1,127             1,246
                                                 ------------      ------------
        Total operating expenses ...........           17,600            13,879
                                                 ------------      ------------
        Operating income ...................            1,104               663
                                                 ------------      ------------
Other income(expenses):
   Development costs .......................             (165)             (293)
   Interest income .........................                5               530
   Interest expense ........................           (2,581)           (3,260)
   Interest capitalized ....................             --                 507
   Other, net ..............................               42                29
                                                 ------------      ------------
        Total other income (expense) .......           (2,699)           (2,487)
                                                 ------------      ------------
        Loss before income taxes ...........           (1,595)           (1,824)

Provision for income taxes .................             --
                                                 ------------      ------------
        Net loss ...........................           (1,595)           (1,824)
        Retained earnings (deficit),
          beginning of period ..............          (15,876)           (4,147)
                                                 ------------      ------------
        Retained earnings(deficit),
          end of period ....................     $    (17,471)     $     (5,971)
                                                 ============      ============
        Net loss per share of common
          stock ............................     $      (0.16)     $      (0.18)
                                                 ============      ============
        Weighted average common
          shares outstanding ...............       10,000,000        10,000,000
                                                 ============      ============



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

                      BECKER GAMING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars In Thousands)
                                   (Unaudited)

                                               Three Months Ended September 30,
                                                                        
                                                             1995          1994
                                                         --------      --------
Cash flows from operating activities:
  Net (loss) income ................................     $ (1,595)     $ (1,824)
  Adjustments to reconcile net (loss)
     income to net cash (used in)
     provided by operating activities:
  Depreciation and amortization ....................        1,127           977
  Amortization of original issue discount ..........          134           269
    Provision for losses on receivables ............         --               7
(Increase) decrease in operating assets:
    Receivables ....................................         (878)         (736)
    Receivables from related parties ...............         --             128
    Inventories ....................................           64           (89)
    Prepaid expenses ...............................          218            39
    Deposits and other assets ......................           (1)           50
Increase (decrease) in operating liabilities:
     Accounts payable net of amounts for
      capital expenditures .........................        1,552           553
     Accrued expenses ..............................        1,606         1,700
                                                         --------      --------
        Total adjustments ..........................        3,822         2,898
                                                         --------      --------
        Net cash provided by operating
          activities ...............................        2,227         1,074
                                                         --------      --------

Cash flows from investing activities:
  Capital expenditures, net of
     construction accounts payable .................         (305)      (13,021)
  Proceeds from sale of equipment ..................            3          --   
  Net reductions in restricted cash equivalents ....         --          13,615
  Issuance of notes receivable .....................          (31)           (4)
  Payments of notes receivable .....................           39            30
  Increase in deposits and other assets ............         --             (62)
                                                         --------      --------
        Net cash provided by (used in)
         investing activities ......................         (294)          558
                                                         --------      --------

Cash flows from financing activities:
  Proceeds from notes payable ......................         --            (121)
  Payments under notes payable .....................         (322)         (523)
  Payments under capital lease obligations .........          (27)         --   
                                                         --------      --------
      Net cash used in financing activities ........         (349)         (644)
                                                         --------      --------
      Net increase in cash and cash
       equivalents .................................        1,584           988
Cash and cash equivalents, beginning of
  period ...........................................        6,657         6,455
                                                         --------      --------
Cash and cash equivalents, end of period ...........     $  8,241      $  7,443
                                                         ========      ========

Supplemental cash flow disclosures:
   Interest paid, net of amount capitalized ........     $    281      $    373
                                                         ========      ========
   Income taxes paid ...............................           $-      $    338
                                                         ========      ========
   Capitalized lease obligations incurred ..........           $-      $      9
                                                         ========      ========


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

                      BECKER GAMING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

1)       Basis of Presentation:

         The accompanying  consolidated  financial  statements of Becker Gaming,
Inc. ("BGI" or the "Company") are unaudited and have been prepared in accordance
with general accepted  accounting  principles for interim financial  information
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all  adjustments  and normal  recurring  accruals
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three-month  period ended September 30, 1995 are not necessarily
indicative of the results that may be expected for the year ended June 30, 1996.
The  accompanying  unaudited  consolidated  financial  statements  and footnotes
should be read in  conjunction  with the  financial  statements  included in the
Company's annual report on Form 10-K for the year ended June 30, 1995.

2)       Denial of Missouri Gaming License Application of Capitol Queen & 
         Casino, Inc.:

         Sunset  Coin,  Inc.  ("SC"),  a wholly  owned  subsidiary  of BGI,  has
guaranteed 12% First Mortgage Notes due November 15, 2000, of Arizona Charlie's,
Inc.  ("AC")  another  wholly  owned  subsidiary  of BGI,  until such time as AC
completes an expansion of its casino  facilities (which it has done) and obtains
a specified fixed charge  coverage ratio, as defined in the indenture  governing
the AC First Mortgage Notes.  AC, in turn, has guaranteed the 12% First Mortgage
Notes (the "CQC Notes") due November  15, 2000 of Capitol  Queen & Casino,  Inc.
("CQC"),  another  wholly  owned  subsidiary  of BGI,  until such time as CQC is
licensed to conduct gaming in Missouri.

         CQC  was  formed  to  develop,  own and  operate  the  "Capitol  Queen"
riverboat  casino in Jefferson  City,  Missouri.  On September 28, 1994, CQC was
notified that its  application for a gaming license was rejected by the Missouri
Gaming  Commission (the  "Commission").  Under the Commission's  order, CQC, its
principal owners and affiliated companies cannot reapply for a gaming license in
Missouri prior to September 28, 1996.

         The Commission's decision was based on an August 1994 recommendation of
its staff (the  "Staff")  that CQC's license  application  be denied  without an
investigative   review  because  CQC  knowingly  failed  to  disclose  material,
substantive information in the application. The Commission did not find that CQC
knowingly  failed to  disclose  information,  but did find that the  application
contained  omissions of a  substantive  and material  nature.  Management of CQC
believes that its application was complete and accurate. Moreover, CQC has fully
disclosed the information cited by the Staff in post-application  filings, other
public  documents and  communications  with the Staff,  all of which  management
considers to be part of the licensing and related investigative  process.  Based
on the advice of legal counsel,  CQC believes that the Commission  acted outside
its authority in rejecting the application without a formal investigation.

         On October 31, 1994,  CQC  petitioned  the Cole County Circuit Court in
Jefferson  City for a writ of mandamus.  In response to the petition,  the court
issued an order  declaring  that by  denying  CQC's  application  without  first
conducting  an  investigation  and by  deliberating  in a  closed  session,  the
Commission had violated  Missouri gaming and open meeting laws. The court issued
a  preliminary  writ of mandamus  declaring the  Commission's  decision void and
ordering  the  Commission  to  immediately  commence  a full  investigation  and
thereafter to act on CQC's application. The court ordered the Commission to show
cause within thirty days why the preliminary writ should not be made permanent.

         Initially,  the  Commission  did not  respond  directly  to the Circuit
Court's order to show cause, but instead filed two actions,  both  unsuccessful,
in the Missouri Court of Appeals for the Western District. On November 16, 1994,
the Commission petitioned the Court of Appeals for a writ of prohibition against
the Circuit Court, contending,  among other things, that CQC was not entitled to
judicial  relief  because it had not exhausted its  administrative  remedy of an
evidentiary hearing before the Commission. The Court of Appeals initially issued
a preliminary  writ in prohibition  staying  further  proceedings in the Circuit
Court.  However,  in an opinion  issued on April 18, 1995,  the Court of Appeals
concluded  that its  preliminary  writ of  prohibition  had  been  improvidently
granted, quashed the preliminary writ, and denied the Commission's request for a
permanent writ,  relegating the Commission to its remedies in the Circuit Court.
On December 13, 1994, the Commission also filed an appeal of the Circuit Court's
order.  On December  23, CQC moved to dismiss the appeal on the grounds that the
preliminary  writ of  mandamus  was  not a final  order  and  therefore  was not
appealable.  On January 5, 1995,  the Court of Appeals  granted CQC's motion and
dismissed the appeal.

         On June 26, 1995,  the Circuit  Court  issued a peremptory  (permanent)
writ of mandamus  similar to the preliminary  writ,  declaring the  Commission's
order void and ordering the Commission to proceed with an investigation of CQC's
application  "with all  deliberate  speed."  On July 21,  1995,  the  Commission
appealed the Circuit  Court's  decision to the Missouri Court of Appeals for the
Western District. That appeal is pending.

         On November  1, 1994,  concurrent  with its efforts to obtain  judicial
relief,  CQC  (with  BGI as a  co-party)  requested  an  administrative  hearing
pursuant to the Missouri  gaming  statutes,  under which a denied  applicant may
request an evidentiary hearing before a Commission appointed hearing officer.
The hearing officer's decision is subject to review
by the Commission,  and the Commission's decision is in turn subject to judicial
review.  The Commission  filed an answer on November 29,  alleging,  among other
things,  that CQC is not entitled to an  administrative  hearing because CQC had
not been investigated.  On December 22, because the Commission had not appointed
a hearing  officer or otherwise  responded to CQC's  request for a hearing,  CQC
moved the  Commission  to appoint a hearing  officer and  establish a procedural
schedule. The Commission did not respond to this motion. However, in March 1995,
CQC's  counsel was  notified by a member of the  Commission's  staff that he had
been appointed hearing officer in the case.  Because this person appears to have
participated  in the staff's  recommendation  that CQC's license be denied,  CQC
moved on March  31 for the  appointment  of an  impartial,  independent  hearing
officer. The Commission's attorney filed a response in opposition to this motion
on April 12, but the Commission has not responded to it. Instead,  on August 10,
1995,  the hearing  officer issued an order  proclaiming  his ability to proceed
impartially  and purporting to deny the motion.  Hearing dates have been vacated
by stipulation,  and, after the Circuit  Court's order voiding the  Commission's
decision appeared to make the  administrative  proceeding  premature,  postponed
indefinitely.

         On March 24, 1995,  CQC filed an action  against the  Commission in the
Cole County, Missouri,  Circuit Court, alleging that the Commission had violated
Missouri's  open meeting law by  deliberating in a closed session before issuing
its decision denying CQC's license.  The petition requested an order voiding the
Commission's  decision.  On March 27, as a protective  measure against  possible
arguments  that Cole County is not the proper venue,  CQC filed a  substantively
identical action in the St. Louis County Circuit Court. In April, the Commission
filed answers to both  complaints  denying that it had violated the open meeting
law. On June 1, CQC moved for summary  judgment in the Cole County case.  In its
response,  the  Commission  stated  that  it "did  not  deliberately  intend  to
circumvent"  the open meeting law but had deliberated in closed session based on
erroneous advice of counsel. The Commission argued that the closed session could
nevertheless be justified under statutory  exceptions  allowing agencies to meet
privately with their lawyers to discuss confidential information and litigation.
A hearing on the motion for summary judgment has been set for December 19, 1995.

         In January 1995, CQC engaged in settlement discussions initiated by the
Missouri  Attorney  General's  office,  legal counsel for the  Commission,  with
respect to the civil matters  involving the Commission.  The discussions,  which
terminated  in March  1995,  were  resumed in August  1995 and were  expanded to
include the misdemeanor  charges filed by the Missouri Attorney  General.  While
CQC and its lawyers  continue to seek a  negotiated  settlement  to the disputes
with the Commission and the Attorney  General,  the discussions  have again been
terminated by the Attorney General's office.

         At the time CQC was notified of the Staff's  position,  construction of
the riverboat  contemplated  under the project being developed by CQC was almost
completed.  CQC had also  obtained  the  necessary  permits  for the  land-based
development  portion of the project and had performed certain dredging and other
site  preparation  work.  In August 1994,  CQC  suspended  all further land site
development   activity   pending   resolution  of  the  review  of  its  license
application.  Management of CQC believes that the Commission's subsequent ruling
in September 1994 makes further  development of the project not feasible because
of  significant  delays in the ability to operate the riverboat  casino,  either
through appeal of the decision or expiration of the two-year  probation  period.
Accordingly,  on  September  29,  1994,  management  decided to suspend  further
development  of the Capitol Queen project.  As a result of that decision,  costs
associated  with the  development of the project which had been deferred  during
the development  stage were written-off in the fourth quarter of the fiscal year
ended June 30, 1994,  and the land site and riverboat were written down to their
estimated net realizable value.

         Prior to its  suspension,  CQC had financed the Capitol  Queen  project
through  the  issuance  of $40  million  in  principal  amount  of the 12% First
Mortgage  Notes due  November  15,  2000 (the  "CQC  Notes").  The CQC Notes are
guaranteed by AC. As of January 1, 1995, CQC's  obligations  under the Indenture
governing the CQC Notes were amended with the  requisite  consent of the holders
of the CQC Notes.  CQC's  previous  obligations to complete and open the Capitol
Queen have been  eliminated  and CQC has agreed to a two-step  plan to repay the
CQC Notes. The first step,  which was consummated on January 17, 1995,  involved
the repurchase of $20 million  principal amount of the CQC Notes at 101% of such
principal  amount  plus  accrued  and  unpaid  interest  with  funds held in the
restricted  project escrow  account.  The second step  contemplates  the sale of
CQC's assets and the use of the proceeds therefrom to repurchase the $20 million
principal amount of CQC Notes remaining  outstanding at a purchase price of 101%
of principal plus accrued and unpaid interest.  CQC's assets consist principally
of its riverboat, the Jefferson City land site, and development rights under the
Development Agreement (the "Development  Agreement") entered into with Jefferson
City.

         CQC has entered into an Asset  Purchase  Agreement  for the sale of its
assets to Aerie Riverboat Casinos of Missouri, Inc. ("Aerie").  The agreement is
subject to several  contingencies,  including the approval of the Jefferson City
city council, which as yet has not voted on the issue.

         On November 7, 1995,  voters in  Jefferson  City  rejected an ordinance
permitting  riverboat  gambling,  reversing  the vote of an earlier  election in
which  Jefferson  City  voters  approved  riverboat   gambling.   Because  CQC's
Development  Agreement  with  Jefferson  City was entered  into  pursuant to the
earlier ordinance permitting riverboat gambling,  the Company believes that as a
matter of law the 1995 election does not affect the validity of the  Development
Agreement.  However,  it has not yet been determined whether Jefferson City will
honor the Agreement in light of the election without  litigation to uphold CQC's
position.  Moreover,  Aerie is not  expected to proceed with the purchase of CQC
assets  unless the vote can be nullified or is found to be not  applicable  to a
project the development of which is the subject of a pre-existing  contract with
a given  municipality,  such as the  Capitol  Queen  is  under  the  Development
Agreement.  CQC is  exploring  its legal  options  in the event  Jefferson  City
declines to honor the Development  Agreement,  but has not reached any decision.
In any event,  CQC does not  anticipate it will  consummate  its agreement  with
Aerie before  December 31, 1995, at which time CQC may terminate the Development
Agreement  without penalty.  A final judicial  determination  that the 1995 vote
abrogates the Development  Agreement would have a material adverse effect on CQC
and its ability to sell its assets.

         CQC is not expected to generate  sufficient  funds  through the sale of
its assets to repurchase all of the outstanding  CQC Notes.  AC, pursuant to its
guarantee of the CQC Notes,  will be liable for the  principal  of, and interest
on, any remaining  outstanding  CQC Notes.  AC is restricted from selling assets
under the covenants  governing the AC Notes, and management believes that access
to  additional  capital  from  other  sources is  restricted  as a result of the
above-described circumstances.  As a result, management does not believe that AC
(nor SC, as  guarantor  of the AC Notes)  would  have  sufficient  resources  to
satisfy such obligation, should it be necessary.


3)       Assets Held For Sale:

         At September  30,  1995,  BGI had  $15,963,000  of assets held for sale
consisting of riverboat assets of $12,146,000 and $3,817,000 of aviation assets.
The Company  intends to sell the aviation  asset,  the  proceeds  from which are
expected to be sufficient to extinguish the existing  capital lease  obligations
relating thereto.

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

                             ARIZONA CHARLIE'S, INC.


               (A Wholly Owned Subsidiary Of Becker Gaming, Inc.)

                                 BALANCE SHEETS
                             (Dollars In Thousands)



                                     ASSETS

                                                   September 30, June 30,
                                                        1995        1995
                                                    --------    --------
                                                   (Unaudited)
Current assets:

   Cash and cash equivalents ....................   $  6,571    $  5,404
   Restricted cash, in escrow account ...........         10          10
   Trade and other accounts receivable ..........        405         658
   Receivables from related parties party .......      1,511         820
   Notes receivable from related ................      4,416       4,416
   Inventories ..................................        602         661
   Prepaid expenses .............................        969       1,162
                                                    --------    --------
      Total current assets ......................     14,484      13,131
                                                    --------    --------

Property and equipment:

   Building and improvements ....................     37,488      37,485
   Furniture and equipment ......................     22,498      22,609
   Land improvements ............................      1,628       1,628
                                                    --------    --------
                                                      61,614      61,722
   Less, accumulated depreciation ...............    (14,129)    (13,572)
                                                    --------    --------
                                                      47,485      48,150
    Land ........................................        208         208
                                                    --------    --------
      Net property and equipment ................     47,693      48,358
                                                    --------    --------


Other assets:

   Receivables from related party, noncurrent ...       --           240
   Deposits and other ...........................        536         551
   Financing costs, less
      accumulated amortization
      of $1,018 at September 30, 1995 and
      $880 at June 30, 1995 .....................      2,855       2,993
                                                    --------    --------

        Total other  assets .....................      3,391       3,784
                                                    --------    --------

        Total assets ............................   $ 65,568    $ 65,273
                                                    ========    ========




                 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)


                                                  September 30,   June 30,
                                                        1995        1995
                                                    --------    --------
                                                   (Unaudited)
Current liabilities:

  Trade accounts  payable .......................   $  2,444    $  1,449
  Accounts payable to related parties ...........          3           3
  Accrued expenses ..............................      3,417       3,097
  Management fees due Becker Gaming, Inc. .......      4,144       3,287
  Notes payable .................................         81         121
  Notes payable to related party ................      2,250       2,250
  Current portion of obligations
      under capital leases ......................          3           4
                                                    --------    --------

         Total current liabilities ..............     12,342      10,211


Long-term debt ..................................     55,000      55,000
Subordinated notes payable to
     former stockholders ........................      5,000       5,000
Obligations under
     capital leases,
     less current portion .......................          3           4
                                                    --------    --------
         Total  liabilities .....................     72,345      70,215
                                                    --------    --------

Commitments and contingencies Stockholder's
     equity (deficit):

     Common stock, no par value,
       2,500 shares authorized, 1,000
       shares issued and outstanding ............        469         469
     Retained earnings (deficit) ................     (7,246)     (5,411)
                                                    --------    --------
         Total stockholder's
         equity (deficit) .......................     (6,777)     (4,942)
                                                    --------    --------
         Total liabilities and
         stockholder's equity (deficit) .........   $ 65,568    $ 65,273
                                                    ========    ========


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

                             ARIZONA CHARLIE'S, INC.
               (A Wholly Owned Subsidiary Of Becker Gaming, Inc.)

             STATEMENTS OF OPERATIONS AND RETAINED EARNINGS(DEFICIT)
                             (Dollars In Thousands)
                                   (Unaudited)



                                            Three Months Ended September 30,
                                                   1995        1994
                                               --------    --------
Revenues:
  Gaming ...................................   $ 12,891    $  9,637
  Food and beverage ........................      3,033       2,165
  Hotel ....................................        722         439
  Gift shop ................................        155         120
  Other ....................................        299          90
                                               --------    --------
      Gross revenues .......................     17,100      12,451
Less, promotional allowances ...............     (1,668)       (842)
                                               --------    --------
      Net revenues .........................     15,432      11,609
                                               --------    --------
Operating expenses:
  Gaming ...................................      3,539       3,034
  Food and beverage ........................      3,835       2,353
  Hotel ....................................        398         315
  Gift shop ................................        107          99
  Advertising and promotion ................      1,176         782
  General and administrative ...............      4,798       3,071
  Management fee - Becker Gaming, Inc. .....        857         620
  Rent expense paid to related party .......         54          46
  Depreciation and amortization ............        886         699
                                               --------    --------
      Total operating expenses .............     15,650      11,019
                                               --------    --------
      Operating income (loss) ..............       (218)        590
                                               --------    --------
Other income (expenses):
  Interest income ..........................         69         244
  Interest expense .........................     (1,714)     (1,816)
  Interest capitalized .....................       --           507

  Other, net ...............................         28        --
                                               --------    --------
      Total other income (expenses) ........     (1,617)     (1,065)
                                               --------    --------
      Loss before income taxes .............     (1,835)       (475)
Provision for income tax ...................       --          --
                                               --------    --------

      Net loss .............................     (1,835)       (475)

Retained earnings(deficit), beginning of
     period ................................     (5,411)       (475)
                                               --------    --------

Retained earnings(deficit), end of period ..   $ (7,246)   $   (950)
                                               ========    ========


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

                            ARIZONA CHARLIE'S, INC.
               (A Wholly Owned Subsidiary Of Becker Gaming, Inc.)
                            STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                  (Unaudited)

                                                Three Months Ended September 30,

                                                         1995        1994
                                                     --------    --------
Cash flows from operating activities:
  Net loss .......................................   ($ 1,835)   ($   475)
  Adjustments to reconcile net income
     (loss) to net cash provided by operating
      activities:
    Provision for losses on related party
     receivables .................................      1,149        --

    Depreciation and amortization ................        886         699
    (Gain) loss on sale of equipment .............       --             2

(Increase) decrease in operating assets:
    Receivables ..................................     (1,358)        234
    Inventories ..................................         59         (74)
    Prepaid expenses .............................        193          35
    Deposits and other ...........................         15         (74)
Increase (decrease) in operating liabilities:
    Accounts payable, net of amounts for capital
     expenditures ................................        995        (655)
    Management fees due to Becker Gaming, Inc. ...        857         620
    Accrued expenses .............................        320       1,655
                                                     --------    --------
      Total adjustments ..........................      3,116       2,442
                                                     --------    --------
      Net cash provided by operating activities ..      1,281       1,967
                                                     --------    --------
Cash flows from investing activities:
    Capital expenditures, net of amounts in
     accounts payable ............................        (74)    (12,308)
    Increase in related party receivables ........       --        (1,848)
    Net (additions to) reductions in
     restricted cash equivalents .................       --        12,126
   Proceeds from assets sales ....................          2        --
                                                     --------    --------
      Net cash used in investing activities ......        (72)     (2,030)
                                                     --------    --------
Cash flows from financing activities:
    Principal payments on notes payable ..........        (40)        (60)
    Proceeds from subordinated notes payable to
     stockholders ................................       --            (9)
    Payments under capital lease obligations .....         (2)       --
      Net cash used in financing activities ......        (42)        (69)
                                                     --------    --------

      Net increase (decrease) in cash and cash
        equivalents ..............................      1,167        (132)
Cash and cash equivalents, beginning of the period      5,404       4,014
                                                     --------    --------
Cash and cash equivalents, end of the period .....   $  6,571    $  3,882
                                                     ========    ========

Supplemental cash flow disclosures:
     Interest paid, net of amounts capitalized ...   $    129    $    132
                                                     ========    ========
     Income taxes paid ...........................   $      0    $    136
                                                     ========    ========
     Capital lease obligations incurred ..........   $      0    $      9
                                                     ========    ========


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


                            ARIZONA CHARLIE'S, INC.
               (A wholly owned subsidiary of Becker Gaming, Inc.)

                         NOTES TO FINANCIAL STATEMENTS
                                   ----------


1)       Basis of Presentation:

         Arizona  Charlie's,  Inc. ("AC") is a wholly owned subsidiary of Becker
Gaming,  Inc.  ("BGI").  The accompanying  financial  statements of AC have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments and normal
recurring  accruals  considered  necessary  for a fair  presentation  have  been
included.  Operating  results for the three-month  period September 30, 1995 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  June 30,  1996.  The  unaudited  financial  statements  should be read in
conjunction with the financial  statements and footnotes included in AC's annual
report on Form 10-K for the year ended June 30, 1995.

2)       Denial of Missouri Gaming License Application of Capitol Queen & 
         Casino, Inc.:

         Sunset  Coin,  Inc.  ("SC"),  a wholly  owned  subsidiary  of BGI,  has
guaranteed  12% First  Mortgage  Notes due November 15, 2000,  of AC, until such
time as AC completes an expansion of its casino  facilities  (which it has done)
and obtains a specified fixed charge coverage ratio, as defined in the indenture
governing the AC First Mortgage Notes. AC, in turn, has guaranteed the 12% First
Mortgage  Notes (the "CQC  Notes")  due  November  15,  2000 of Capitol  Queen &
Casino, Inc. ("CQC"), another wholly owned subsidiary of BGI, until such time as
CQC is licensed to conduct gaming in Missouri.

         CQC  was  formed  to  develop,  own and  operate  the  "Capitol  Queen"
riverboat  casino in Jefferson  City,  Missouri.  On September 28, 1994, CQC was
notified that its  application for a gaming license was rejected by the Missouri
Gaming  Commission (the  "Commission").  Under the Commission's  order, CQC, its
principal owners and affiliated companies cannot reapply for a gaming license in
Missouri prior to September 28, 1996.

         The Commission's decision was based on an August 1994 recommendation of
its staff (the  "Staff")  that CQC's license  application  be denied  without an
investigative   review  because  CQC  knowingly  failed  to  disclose  material,
substantive information in the application. The Commission did not find that CQC
knowingly  failed to  disclose  information,  but did find that the  application
contained  omissions of a  substantive  and material  nature.  Management of CQC
believes that its application was complete and accurate. Moreover, CQC has fully
disclosed the information cited by the Staff in post-application  filings, other
public  documents and  communications  with the Staff,  all of which  management
considers to be part of the licensing and related investigative  process.  Based
on the advice of legal counsel,  CQC believes that the Commission  acted outside
its authority in rejecting the application without a formal investigation.

         On October 31, 1994,  CQC  petitioned  the Cole County Circuit Court in
Jefferson  City for a writ of mandamus.  In response to the petition,  the court
issued an order  declaring  that by  denying  CQC's  application  without  first
conducting  an  investigation  and by  deliberating  in a  closed  session,  the
Commission had violated  Missouri gaming and open meeting laws. The court issued
a  preliminary  writ of mandamus  declaring the  Commission's  decision void and
ordering  the  Commission  to  immediately  commence  a full  investigation  and
thereafter to act on CQC's application. The court ordered the Commission to show
cause within thirty days why the preliminary writ should not be made permanent.

         Initially,  the  Commission  did not  respond  directly  to the Circuit
Court's order to show cause, but instead filed two actions,  both  unsuccessful,
in the Missouri Court of Appeals for the Western District. On November 16, 1994,
the Commission petitioned the Court of Appeals for a writ of prohibition against
the Circuit Court, contending,  among other things, that CQC was not entitled to
judicial  relief  because it had not exhausted its  administrative  remedy of an
evidentiary hearing before the Commission. The Court of Appeals initially issued
a preliminary  writ in prohibition  staying  further  proceedings in the Circuit
Court.  However,  in an opinion  issued on April 18, 1995,  the Court of Appeals
concluded  that its  preliminary  writ of  prohibition  had  been  improvidently
granted, quashed the preliminary writ, and denied the Commission's request for a
permanent writ,  relegating the Commission to its remedies in the Circuit Court.
On December 13, 1994, the Commission also filed an appeal of the Circuit Court's
order.  On December  23, CQC moved to dismiss the appeal on the grounds that the
preliminary  writ of  mandamus  was  not a final  order  and  therefore  was not
appealable.  On January 5, 1995,  the Court of Appeals  granted CQC's motion and
dismissed the appeal.

         On June 26, 1995,  the Circuit  Court  issued a peremptory  (permanent)
writ of mandamus  similar to the preliminary  writ,  declaring the  Commission's
order void and ordering the Commission to proceed with an investigation of CQC's
application  "with all  deliberate  speed."  On July 21,  1995,  the  Commission
appealed the Circuit  Court's  decision to the Missouri Court of Appeals for the
Western District. That appeal is pending.

         On November  1, 1994,  concurrent  with its efforts to obtain  judicial
relief,  CQC  (with  BGI as a  co-party)  requested  an  administrative  hearing
pursuant to the Missouri  gaming  statutes,  under which a denied  applicant may
request an evidentiary  hearing before a Commission  appointed  hearing officer.
The hearing officer's  decision is subject to review by the Commission,  and the
Commission's  decision is in turn  subject to judicial  review.  The  Commission
filed an answer on November 29,  alleging,  among other things,  that CQC is not
entitled to an administrative hearing because CQC had not been investigated.  On
December  22,  because the  Commission  had not  appointed a hearing  officer or
otherwise responded to CQC's request for a hearing,  CQC moved the Commission to
appoint a hearing  officer and establish a procedural  schedule.  The Commission
did not  respond to this  motion.  However,  in March  1995,  CQC's  counsel was
notified  by a member  of the  Commission's  staff  that he had  been  appointed
hearing officer in the case. Because this person appears to have participated in
the staff's  recommendation  that CQC's license be denied, CQC moved on March 31
for  the  appointment  of  an  impartial,   independent  hearing  officer.   The
Commission's attorney filed a response in opposition to this motion on April 12,
but the  Commission  has not responded to it.  Instead,  on August 10, 1995, the
hearing officer issued an order  proclaiming his ability to proceed  impartially
and  purporting  to  deny  the  motion.  Hearing  dates  have  been  vacated  by
stipulation,  and,  after the Circuit  Court's  order  voiding the  Commission's
decision appeared to make the  administrative  proceeding  premature,  postponed
indefinitely.

         On March 24, 1995,  CQC filed an action  against the  Commission in the
Cole County, Missouri,  Circuit Court, alleging that the Commission had violated
Missouri's  open meeting law by  deliberating in a closed session before issuing
its decision denying CQC's license.  The petition requested an order voiding the
Commission's  decision.  On March 27, as a protective  measure against  possible
arguments  that Cole County is not the proper venue,  CQC filed a  substantively
identical action in the St. Louis County Circuit Court. In April, the Commission
filed answers to both  complaints  denying that it had violated the open meeting
law. On June 1, CQC moved for summary  judgment in the Cole County case.  In its
response,  the  Commission  stated  that  it "did  not  deliberately  intend  to
circumvent"  the open meeting law but had deliberated in closed session based on
erroneous advice of counsel. The Commission argued that the closed session could
nevertheless be justified under statutory  exceptions  allowing agencies to meet
privately with their lawyers to discuss confidential information and litigation.
A hearing on the motion for summary judgment has been set for December 19. 1995.

         In January 1995, CQC engaged in settlement discussions initiated by the
Missouri  Attorney  General's  office,  legal counsel for the  Commission,  with
respect to the civil matters  involving the Commission.  The discussions,  which
terminated  in March  1995,  were  resumed in August  1995 and were  expanded to
include the misdemeanor  charges filed by the Missouri Attorney  General.  While
CQC and its lawyers  continue to seek a  negotiated  settlement  to the disputes
with the Commission and the Attorney  General,  the discussions  have again been
terminated by the Attorney General's office.

         At the time CQC was notified of the Staff's  position,  construction of
the riverboat  contemplated  under the project being developed by CQC was almost
completed.  CQC had also  obtained  the  necessary  permits  for the  land-based
development  portion of the project and had performed certain dredging and other
site  preparation  work.  In August 1994,  CQC  suspended  all further land site
development   activity   pending   resolution  of  the  review  of  its  license
application.  Management of CQC believes that the Commission's subsequent ruling
in September 1994 makes further  development of the project not feasible because
of  significant  delays in the ability to operate the riverboat  casino,  either
through appeal of the decision or expiration of the two-year  probation  period.
Accordingly,  on  September  29,  1994,  management  decided to suspend  further
development  of the Capitol Queen project.  As a result of that decision,  costs
associated  with the  development of the project which had been deferred  during
the development  stage were written-off in the fourth quarter of the fiscal year
ended June 30, 1994,  and the land site and riverboat were written down to their
estimated net realizable value.

         As of January 1, 1995, CQC's obligations under the Indenture  governing
the CQC Notes were amended with the requisite  consent of the holders of the CQC
Notes.  CQC's  previous  obligations to complete and open the Capitol Queen have
been  eliminated  and CQC has agreed to a two-step  plan to repay the CQC Notes.
The first  step,  which was  consummated  on  January  17,  1995,  involved  the
repurchase  of $20  million  principal  amount  of the CQC Notes at 101% of such
principal  amount  plus  accrued  and  unpaid  interest  with  funds held in the
restricted  project escrow  account.  The second step  contemplates  the sale of
CQC's assets and the use of the proceeds therefrom to repurchase the $20 million
principal amount of CQC Notes remaining  outstanding at a purchase price of 101%
of principal plus accrued and unpaid interest.  CQC's assets consist principally
of its riverboat,  the Jefferson City land site, and development  rights under a
Riverboat  Development  Agreement (the  "Development  Agreement") with Jefferson
City.

         CQC has entered into an Asset  Purchase  Agreement  for the sale of its
assets to Aerie Riverboat Casinos of Missouri, Inc. ("Aerie").  The agreement is
subject to several  contingencies,  one being the approval of the Jefferson City
city council, which as yet has not voted on the issue.

         On November 7, 1995,  voters in  Jefferson  City  rejected an ordinance
permitting  riverboat  gambling,  reversing  the vote of an earlier  election in
which  Jefferson  City  voters  approved  riverboat   gambling.   Because  CQC's
Development  Agreement  with  Jefferson  City was entered  into  pursuant to the
earlier ordinance permitting riverboat gambling,  the Company believes that as a
matter of law the 1995 election does not affect the validity of the  Development
Agreement.  However,  it has not yet been determined whether Jefferson City will
honor the Agreement in light of the election without  litigation to uphold CQC's
position.  Moreover,  Aerie is not  expected to proceed with the purchase of CQC
assets  unless the vote can be nullified or is found to be not  applicable  to a
project the development of which is the subject of a pre-existing  contract with
a given  municipality,  such as the  Capitol  Queen  is  under  the  Development
Agreement.  CQC is  exploring  its legal  options  in the event  Jefferson  City
declines to honor the Development  Agreement,  but has not reached any decision.
In any event,  CQC does not  anticipate it will  consummate  its agreement  with
Aerie before  December 31, 1995, at which time CQC may terminate the Development
Agreement  without penalty.  A final judicial  determination  that the 1995 vote
abrogates the Development  Agreement would have a material adverse effect on CQC
and its ability to sell its assets.

         CQC is not expected to generate  sufficient  funds  through the sale of
its assets to repurchase all of the outstanding  CQC Notes.  AC, pursuant to its
guarantee of the CQC Notes,  will be liable for the  principal  of, and interest
on, any remaining  outstanding  CQC Notes.  AC is restricted from selling assets
under the covenants governing its 12% First Mortgage Notes due November 15, 2000
(the "AC Notes"), and management believes that access to additional capital from
other sources is restricted as a result of the above-described circumstances. As
a result,  management  does not believe  that AC (nor SC, as guarantor of the AC
Notes) would have sufficient resources to satisfy such obligation,  should it be
necessary.


3)       Relationship To Becker Gaming, Inc.:

         Due to the decision to suspend  development of CQC's  riverboat  casino
project and sell its assets, the majority of BGI's management and administrative
services are anticipated to benefit AC in the future. Accordingly, in late March
1995,  BGI  transferred  approximately  40 employees  involved in accounting and
administrative  functions  from  BGI  to AC.  These  employees  were  originally
employees  of  AC  and  were   transferred  to  BGI  in  June  1994,   when  the
Reorganization became effective.  The Company has reviewed the amount of the BGI
management  fee (currently 5% of gross  revenues) and determined  that effective
October 1, 1995 an amount equal to 4% of gross  revenues  will be returned to AC
from BGI for the services that AC provides for BGI's  subsidiaries  as mentioned
above.
================================================================================

                                SUNSET COIN, INC.

               (A Wholly Owned Subsidiary Of Becker Gaming, Inc.)

                                 BALANCE SHEETS
                             (Dollars In Thousands)


                                     ASSETS


                                                         September 30,  June 30,
                                                               1995       1995
                                                            -------    -------
                                                         (Unaudited)
Current assets:
  Cash ..................................................   $   703      $ 506
  Current portion of notes receivable ...................       181        175
  Note receivable from related party ....................     2,250      2,250
  Other receivables .....................................       130        146
  Prepaid expenses ......................................        41         46
                                                            -------    -------
      Total current assets ..............................     3,305      3,123
                                                            -------    -------


Property and equipment:
  Building and leasehold improvements ...................       461        461
  Furniture, fixtures and equipment .....................     3,167      2,984
                                                            -------    -------
                                                              3,628      3,445
  Less, accumulated depreciation ........................    (1,781)    (1,710)
                                                            -------    -------
      Net property and equipment ........................     1,847      1,735
                                                            -------    -------

Notes receivable, less current
  portion ...............................................       255        267
Advances to related parties .............................       107         86

Other assets, less accumulated
  amortization of $20 at September 30, 1995
  and $19 at June 30 , 1995 .............................        88        138
                                                            -------    -------

      Total assets ......................................   $ 5,602    $ 5,349
                                                            =======    =======



                      LIABILITIES AND STOCKHOLDER'S EQUITY


                                                         September 30, June 30,
                                                                1995     1995
                                                              ------   ------
                                                           (Unaudited)
Current liabilities:
  Trade accounts payable ..................................   $  115   $   69
  Accrued expenses ........................................      458      284
  Current portion of long term debt .......................      240      255

                                                              ------   ------
     Total current liabilities ............................      813      608

Long-term liabilities:
   Long-term debt, less current portion ...................      599      664
   Subordinated notes payable to ..........................    3,000    3,000
     former stockholders
                                                              ------   ------
      Total liabilities ...................................    4,412    4,272
                                                              ------   ------

Commitments and contingencies

Stockholder's equity:
  Common stock, no par value, 2,500
  shares authorized, 400 shares
  issued and outstanding ..................................       27       27
Retained earnings .........................................    1,163    1,050
                                                              ------   ------

       Total stockholder's equity .........................    1,190    1,077
                                                              ------   ------

      Total liabilities and stockholder's
      equity ..............................................   $5,602   $5,349
                                                              ======   ======


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

                                SUNSET COIN, INC.
               (A Wholly Owned Subsidiary Of Becker Gaming, Inc.)

                   STATEMENTS OF INCOME AND RETAINED EARNINGS
                             (Dollars In Thousands)
                                   (Unaudited)


                                      Three Months Ended September 30,
                                              1995       1994
                                           -------    -------
Revenues:
    Slot route:
       From locations controlled
          by related parties ...........   $   563    $   544
       Other ...........................        45         69
    Slot service fees:
       From related parties ............        24         18
       Other ...........................         8         17
                                           -------    -------
         Total revenues ................       640        648
Operating expenses:
    Slot route and service .............       302        212
    General and administrative .........        24         44
    Management fee - Becker Gaming, Inc.        34         36
    Depreciation and amortization ......        73         56
                                           -------    -------
       Total operating expenses ........       433        348
                                           -------    -------
Operating income .......................       207        300
                                           -------    -------
Other income (expense):
    Interest income ....................        41         25
    Interest expense ...................       (99)       (84)
    Other income .......................        22         25
                                           -------    -------
       Total other income (expense) ....       (36)       (34)
                                           -------    -------
Net income before income tax ...........       171        266
Provision for income tax ...............       (58)      (102)
                                           -------    -------
Net income .............................       113        164
Retained earnings, beginning of period .     1,050        363
                                           -------    -------
Retained earnings, end of period .......   $ 1,163    $   527
                                           =======    =======

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

                               SUNSET COIN, INC.

               (A Wholly Owned Subsidiary of Becker Gaming, Inc.)

                            STATEMENTS OF CASH FLOWS

                             (Dollars In Thousands)
                                  (Unaudited)


                                                Three Months Ended September 30,
                                                         1995       1994
                                                      -------    -------
Cash flows from operating activities:
    Net income ....................................   $   113    $   164
    Adjustments to reconcile net
     income to net cash provided
       by operating activities:

      Provision for losses on notes
       receivable .................................      --            5
      Depreciation and amortization ...............        73         56

      (Increase) decrease in
       operating assets
        Other receivables .........................        16        (15)

        Prepaid expenses ..........................         5         (3)

      Increase (decrease) in operating liabilities:
        Accounts payable ..........................        46        (57)

         Accrued expenses .........................       174          6
                                                      -------    -------
          Total adjustments .......................       314         (8)
                                                      -------    -------
          Net cash provided by
           operating activities ...................       427        156
                                                      -------    -------

Cash flows from investing activities:
    Capital expenditures
                                                         (135)       (29)
   Increase in related party notes
     receivable ...................................      --          (58)
   Increase in advances to related
     parties ......................................       (21)      --
    Repayments of notes receivable ................         6         19
                                                      -------    -------
        Net cash used in investing
          activities ..............................      (150)       (68)
                                                      -------    -------
Cash flows from financing activities:
    Principal payments on notes
     payable ......................................       (80)       (35)
                                                      -------    -------
        Net cash used in financing
          activities ..............................       (80)       (35)
                                                      -------    -------

        Net increase in cash ......................       197         53

Cash, beginning of period .........................       506      1,940
                                                      -------    -------
Cash, end of period ...............................   $   703    $ 1,993
                                                      =======    =======

Supplemental cash flow disclosures:
    Interest paid .................................   $   101    $   189
                                                      =======    =======
    Income taxes paid .............................        $-    $   102
                                                      =======    =======


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

                               SUNSET COIN, INC.
               (A Wholly Owned Subsidiary of Becker Gaming, Inc.)

                         NOTES TO FINANCIAL STATEMENTS
                                   ----------


1)       Basis of Presentation:

         Sunset Coin, Inc.  ("SC") is wholly owned  subsidiary of Becker Gaming,
Inc. ("BGI"). The accompanying financial statements of SC are unaudited and have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of  Regulation  S-X.  Accordingly,  they do not include all  adjustments  and
normal recurring accruals considered necessary for a fair presentation have been
included.  Operating results for the three-month period ended September 30, 1995
are not necessarily  indicative of the results that may be expected for the year
ended  June 30,  1996.  The  unaudited  financial  statements  should be read in
conjunction with the financial statements and footnotes including in SC's annual
report on Form 10-K for the year ended June 30, 1995.

2)       Denial of Missouri Gaming License Application of Capitol Queen & 
          Casino, Inc.:

         SC has  guaranteed  the 12% First Mortgage Notes due November 15, 2000,
of Arizona Charlie's, Inc. ("AC"), another wholly owned subsidiary of BGI, until
such time as AC completes an  expansion of its casino  facilities  (which it has
done) and obtains a specified  fixed charge  coverage  ratio,  as defined in the
governing  Indenture.  AC, in turn,  has guaranteed the 12% First Mortgage Notes
due November 15, 2000 the "CQC Notes" of Capitol Queen & Casino,  Inc.  ("CQC"),
another  wholly owned  subsidiary of BGI,  until such time as CQC is licensed to
conduct gaming in Missouri.

         CQC  was  formed  to  develop,  own and  operate  the  "Capitol  Queen"
riverboat  casino in Jefferson  City,  Missouri.  On September 28, 1994, CQC was
notified that its  application for a gaming license was rejected by the Missouri
Gaming  Commission  (the  "Commission").  Under the Commission  order,  CQC, its
principal owners and affiliated companies cannot reapply for a gaming license in
Missouri prior to September 28, 1996.

         The Commission's decision was based on an August 1994 recommendation of
its staff (the  "Staff")  that CQC's license  application  be denied  without an
investigative   review  because  CQC  knowingly  failed  to  disclose  material,
substantive information in the application. The Commission did not find that CQC
knowingly  failed to  disclose  information,  but did find that the  application
contained  omissions of a  substantive  and material  nature.  Management of CQC
believes that its application was complete and accurate. Moreover, CQC has fully
disclosed the information cited by the Staff in post-application  filings, other
public  documents and  communications  with the Staff,  all of which  management
considers to be part of the licensing and related investigative  process.  Based
on the advice of legal counsel,  CQC believes that the Commission  acted outside
its authority in rejecting the application without a formal investigation.

         On October 31, 1994,  CQC  petitioned  the Cole County Circuit Court in
Jefferson  City for a writ of mandamus.  In response to the petition,  the court
issued an order  declaring  that by  denying  CQC's  application  without  first
conducting  an  investigation  and by  deliberating  in a  closed  session,  the
Commission had violated  Missouri gaming and open meeting laws. The court issued
a  preliminary  writ of mandamus  declaring the  Commission's  decision void and
ordering  the  Commission  to  immediately  commence  a full  investigation  and
thereafter to act on CQC's application. The court ordered the Commission to show
cause within thirty days why the preliminary writ should not be made permanent.

         Initially,  the  Commission  did not  respond  directly  to the Circuit
Court's order to show cause, but instead filed two actions,  both  unsuccessful,
in the Missouri Court of Appeals for the Western District. On November 16, 1994,
the Commission petitioned the Court of Appeals for a writ of prohibition against
the Circuit Court, contending,  among other things, that CQC was not entitled to
judicial  relief  because it had not exhausted its  administrative  remedy of an
evidentiary hearing before the Commission. The Court of Appeals initially issued
a preliminary  writ in prohibition  staying  further  proceedings in the Circuit
Court.  However,  in an opinion  issued on April 18, 1995,  the Court of Appeals
concluded  that its  preliminary  writ of  prohibition  had  been  improvidently
granted, quashed the preliminary writ, and denied the Commission's request for a
permanent writ,  relegating the Commission to its remedies in the Circuit Court.
On December 13, 1994, the Commission also filed an appeal of the Circuit Court's
order.  On December  23, CQC moved to dismiss the appeal on the grounds that the
preliminary  writ of  mandamus  was  not a final  order  and  therefore  was not
appealable.  On January 5, 1995,  the Court of Appeals  granted CQC's motion and
dismissed the appeal.

         On June 26, 1995,  the Circuit  Court  issued a peremptory  (permanent)
writ of mandamus  similar to the preliminary  writ,  declaring the  Commission's
order void and ordering the Commission to proceed with an investigation of CQC's
application  "with all  deliberate  speed."  On July 21,  1995,  the  Commission
appealed the Circuit  Court's  decision to the Missouri Court of Appeals for the
Western District. That appeal is pending.

         On November  1, 1994,  concurrent  with its efforts to obtain  judicial
relief,  CQC  (with  BGI as a  co-party)  requested  an  administrative  hearing
pursuant to the Missouri  gaming  statutes,  under which a denied  applicant may
request an evidentiary  hearing before a Commission  appointed  hearing officer.
The hearing officer's  decision is subject to review by the Commission,  and the
Commission's  decision is in turn  subject to judicial  review.  The  Commission
filed an answer on November 29,  alleging,  among other things,  that CQC is not
entitled to an administrative hearing because CQC had not been investigated.  On
December  22,  because the  Commission  had not  appointed a hearing  officer or
otherwise responded to CQC's request for a hearing,  CQC moved the Commission to
appoint a hearing  officer and establish a procedural  schedule.  The Commission
did not  respond to this  motion.  However,  in March  1995,  CQC's  counsel was
notified  by a member  of the  Commission's  staff  that he had  been  appointed
hearing officer in the case. Because this person appears to have participated in
the staff's  recommendation  that CQC's license be denied, CQC moved on March 31
for  the  appointment  of  an  impartial,   independent  hearing  officer.   The
Commission's attorney filed a response in opposition to this motion on April 12,
but the  Commission  has not responded to it.  Instead,  on August 10, 1995, the
hearing officer issued an order  proclaiming his ability to proceed  impartially
and  purporting  to  deny  the  motion.  Hearing  dates  have  been  vacated  by
stipulation,  and,  after the Circuit  Court's  order  voiding the  Commission's
decision appeared to make the  administrative  proceeding  premature,  postponed
indefinitely.

         On March 24, 1995,  CQC filed an action  against the  Commission in the
Cole County, Missouri,  Circuit Court, alleging that the Commission had violated
Missouri's  open meeting law by  deliberating in a closed session before issuing
its decision denying CQC's license.  The petition requested an order voiding the
Commission's  decision.  On March 27, as a protective  measure against  possible
arguments  that Cole County is not the proper venue,  CQC filed a  substantively
identical action in the St. Louis County Circuit Court. In April, the Commission
filed answers to both  complaints  denying that it had violated the open meeting
law. On June 1, CQC moved for summary  judgment in the Cole County case.  In its
response,  the  Commission  stated  that  it "did  not  deliberately  intend  to
circumvent"  the open meeting law but had deliberated in closed session based on
erroneous advice of counsel. The Commission argued that the closed session could
nevertheless be justified under statutory  exceptions  allowing agencies to meet
privately with their lawyers to discuss confidential information and litigation.
A hearing on the motion for summary judgment has been set for December 19. 1995.

         In January 1995, CQC engaged in settlement discussions initiated by the
Missouri  Attorney  General's  office,  legal counsel for the  Commission,  with
respect to the civil matters  involving the Commission.  The discussions,  which
terminated  in March  1995,  were  resumed in August  1995 and were  expanded to
include the misdemeanor  charges filed by the Missouri Attorney  General.  While
CQC and its lawyers  continue to seek a  negotiated  settlement  to the disputes
with the Commission and the Attorney  General,  the discussions  have again been
terminated by the Attorney General's office.

         At the time CQC was notified of the Staff's  position,  construction of
the riverboat  contemplated  under the project being developed by CQC was almost
completed.  CQC had also  obtained  the  necessary  permits  for the  land-based
development  portion of the project and had performed certain dredging and other
site  preparation  work.  In August 1994,  CQC  suspended  all further land site
development   activity   pending   resolution  of  the  review  of  its  license
application.  Management of CQC believes that the Commission's subsequent ruling
in September 1994 makes further  development of the project not feasible because
of  significant  delays in the ability to operate the riverboat  casino,  either
through appeal of the decision or expiration of the two-year  probation  period.
Accordingly,  on  September  29,  1994,  management  decided to suspend  further
development  of the Capitol Queen project.  As a result of that decision,  costs
associated  with the  development of the project which had been deferred  during
the development  stage were written-off in the fourth quarter of the fiscal year
ended June 30, 1994,  and the land site and riverboat were written down to their
estimated net realizable value.

         As of January 1, 1995, CQC's obligations under the Indenture  governing
the CQC Notes were amended with the requisite  consent of the holders of the CQC
Notes.  CQC's  previous  obligations to complete and open the Capitol Queen have
been  eliminated  and CQC has agreed to a two-step  plan to repay the CQC Notes.
The first  step,  which was  consummated  on  January  17,  1995,  involved  the
repurchase  of $20  million  principal  amount  of the CQC Notes at 101% of such
principal  amount  plus  accrued  and  unpaid  interest  with  funds held in the
restricted  project escrow  account.  The second step  contemplates  the sale of
CQC's assets and the use of the proceeds therefrom to repurchase the $20 million
principal amount of CQC Notes remaining  outstanding at a purchase price of 101%
of principal plus accrued and unpaid interest.  CQC's assets consist principally
of its riverboat,  the Jefferson City land site, and development  rights under a
Riverboat  Development  Agreement (the  "Development  Agreement") with Jefferson
City.

         CQC has entered into an Asset  Purchase  Agreement  for the sale of its
assets to Aerie Riverboat Casinos of Missouri, Inc. ("Aerie").  The agreement is
subject to several  contingencies,  one being the approval of the Jefferson City
city council, which as yet has not voted on the issue.

         On November 7, 1995,  voters in  Jefferson  City  rejected an ordinance
permitting  riverboat  gambling,  reversing  the vote of an earlier  election in
which  Jefferson  City  voters  approved  riverboat   gambling.   Because  CQC's
Development  Agreement  with  Jefferson  City was entered  into  pursuant to the
earlier ordinance permitting riverboat gambling,  the Company believes that as a
matter of law the 1995 election does not affect the validity of the  Development
Agreement.  However,  it has not yet been determined whether Jefferson City will
honor the Agreement in light of the election without  litigation to uphold CQC's
position.  Moreover,  Aerie is not  expected to proceed with the purchase of CQC
assets  unless the vote can be nullified or is found to be not  applicable  to a
project the development of which is the subject of a pre-existing  contract with
a given  municipality,  such as the  Capitol  Queen  is  under  the  Development
Agreement.  CQC is  exploring  its legal  options  in the event  Jefferson  City
declines to honor the Development  Agreement,  but has not reached any decision.
In any event,  CQC does not  anticipate it will  consummate  its agreement  with
Aerie before  December 31, 1995, at which time CQC may terminate the Development
Agreement  without penalty.  A final judicial  determination  that the 1995 vote
abrogates the Development  Agreement would have a material adverse effect on CQC
and its ability to sell its assets.

         CQC is not expected to generate  sufficient  funds  through the sale of
its assets to repurchase all of the outstanding  CQC Notes.  AC, pursuant to its
guarantee of the CQC Notes,  will be liable for the  principal  of, and interest
on, any remaining  outstanding  CQC Notes.  AC is restricted from selling assets
under the covenants  governing the AC Notes, and management believes that access
to  additional  capital  from  other  sources is  restricted  as a result of the
above-described circumstances.  As a result, management does not believe that AC
a default by AC under its guarantee of the CQC Notes could cause a default under
the AC Notes. SC, persuaded to its guarantee of the AC Notes, will be liable for
the  principal  of and  interest on, any AC Notes which AC is not able to repay.
Management does not believe SC would have  sufficient  resources to satisfy such
obligation, should it be necessary.

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

                          CAPITOL QUEEN & CASINO, INC.

         (A Development Stage Company And A Wholly Owned Subsidiary of
                              Becker Gaming, Inc.)

                                 BALANCE SHEETS
                   (Dollars In Thousands, Except Share Data)




                                     ASSETS


                                               September 30,   June 30,
                                                      1995      1995
                                                   -------   -------
                                                  (Unaudited)
Current assets:

  Cash and cash equivalents .....................  $     3   $    45
   Restricted cash, in escrow account ...........       30        30
                                                   -------   -------

      Total current assets ......................       33        75
                                                   -------   -------
Other assets:

  Assets held for sale ..........................   12,146    12,146

  Financing costs, net of accumulated
    amortization of $245 at September 30,
    1995 and $212 a  June 30, 1995 ..............      672       705
  Deposits and other assets .....................       60        60
                                                   -------   -------
      Total other assets ........................   12,878    12,911
                                                   -------   -------
 Total assets ...................................  $12,911   $12,986
                                                   =======   =======



                  LIABILITIES & STOCKHOLDER'S EQUITY(DEFICIT)


                                                     September 30,   June 30,
                                                          1995        1995
                                                       --------    --------
                                                      (Unaudited)
Current liabilities:

  Accounts payable ................................  $     38    $    142
  Advances from related parties ...................       632         404
  Accrued interest ................................       947         395
  Notes payable to related parties ................     1,200       1,200
  Long-term debt classified as current,
    net of unamortized original issue discount
    of $2,749 and $2,882, respectively ............    17,251      17,118
                                                     --------    --------

         Total liabilities ........................    20,068      19,259
                                                     --------    --------

Commitments and contingencies

Stockholder's equity(deficit):
  Common stock, $1.00 par value, 1,000 shares
    authorized, 100 shares issued and outstanding
  Additional paid-in capital ......................    12,732      12,732
  Deficit accumulated during development stage ....   (19,889)    (19,005)
                                                     --------    --------
      Total stockholder's equity (deficit) ........    (7,157)     (6,273)
                                                     --------    --------

       Total liabilities and stockholder's
          equity(deficit) .........................  $ 12,911    $ 12,986
                                                     ========    ========



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

                          CAPITOL QUEEN & CASINO, INC.
          (A Development Stage Company And A Wholly Owned Subsidiary of
                              Becker Gaming, Inc.)

            STATEMENTS OF LOSS INCURRED DURING THE DEVELOPMENT STAGE
                             (Dollars In Thousands)
                                   (Unaudited)


                                Three Months Ended September 30,

                                        1995       1994
                                     -------    -------


Revenues .........................        $-         $-

Operating expenses:
  Amortization of financing and
    other costs ..................        33        336
  Abandonment loss ...............      --         --
  Development costs ..............       165        293
                                     -------    -------
      Total operating expenses ...       198        629
                                     -------    -------

Operating loss ...................      (198)      (629)

Other income (expenses):
  Interest income ................      --          272
  Interest expense ...............      (686)    (1,227)
  Interest capitalized ...........      --         --
                                     -------    -------
Total other income (expense) .....      (686)      (955)
                                     -------    -------

Net loss before extraordinary item      (884)    (1,584)


Extraordinary item:
   Loss on early retirement of
    debt(no income tax benefit
    available) ...................      --         --
                                     -------    -------
Net loss .........................   $  (884)   $(1,584)
                                     =======    =======



                                   January 20, 1993
                                     (The Date Of
                                      Inception)
                                        Through
                                    September 30,
                                          1995
                                  --------------------


Revenues .........................         $-

Operating expenses:
  Amortization of financing and
    other costs ..................      1,274
  Abandonment loss ...............      6,034

  Development costs ..............      1,372
                                     --------
      Total operating expenses ...      8,680
                                     --------
Operating loss ...................     (8,680)

Other income (expenses):
  Interest income ................      1,265
  Interest expense ...............     (9,068)
  Interest capitalized ...........        683
                                     --------

Total other income (expense) .....     (7,120)
                                     --------

Net loss before extraordinary item    (15,800)


Extraordinary item:
   Loss on early retirement of
    debt(no income tax benefit
    available) ...................     (4,089)
                                     --------

Net loss .........................   $(19,889)
                                     ========

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

                          CAPITOL QUEEN & CASINO, INC.
           ( A Development Stage Company And A Wholly Owned Subsidiary
                             of Becker Gaming, Inc.)

                            STATEMENTS OF CASH FLOWS
                             (Dollars In Thousands)
                                   (Unaudited)





                                                       Three Months Ended
                                                          September 30,
                                                         1995       1994
                                                      -------    -------

Cash flows from development stage activities:
  Net loss ........................................   $  (884)   $(1,584)
  Adjustments to reconcile net loss
    to net cash provided by used in
    development stage activities:
    Amortization of financing and other costs .....        33         69
    Amortization of original issue discount .......       134        267
    Abandonment loss ..............................      --         --
    Accounts payable and accruals .................      --         --
    Increase in accounts payable and accruals,
     amounts net of for capital expenditures ......       448        961
    Increase (decrease)in advances from related
     parties ......................................       227        (12)
                                                      -------    -------
        Total adjustments .........................       842      1,285
                                                      -------    -------
        Net cash used in development stage
          activities ..............................       (42)      (299)
                                                      -------    -------

Cash flows from investing activities:
  Capital expenditures, net of construction
     accounts payable .............................      --         (520)
  Decrease in deposits and other assets ...........      --           12
  Capitalization of preopening costs ..............      --         --
  Development costs ...............................      --         --
  Net (additions to) reductions in restricted
     cash equivalents .............................      --        1,489
                                                      -------    -------
      Net cash provided by (used in) investing
          activities ..............................      --          981
                                                      -------    -------

Cash flows from financing activities:
  Principal payments on First Mortgage Note .......      --         --
  Proceeds from issuance of First Mortgage Notes,
     net of financing costs .......................      --         --
  Proceeds from borrowings under notes payable to .      --         --
     related parties
  Equity contribution from Becker Gaming, Inc. ....
       relating to sale of warrants ...............      --         --
                                                      -------    -------
      Net cash provided by financing activities ...      --         --
                                                      -------    -------

      Net (decrease) increase in cash and cash
          equivalents .............................       (42)       682

Cash and cash equivalents, beginning of period ....        45         33
                                                      -------    -------

Cash and cash equivalents, end of period ..........   $     3    $   715
                                                     ========   ========
                                                       
                                                      

Supplemental cash flow disclosures:
  Interest paid, net of amounts capitalized .......        $-         $-
                                                      ========   ========

  Original issue discount that did not affect cash         $-         $-
                                                      ========   ========

  Equity contribution by Becker Gaming that did not
     affect cash ..................................        $-         $-
                                                      ========   ========
                                                      

 
                                                  For The Period
                                                January 20, 1993
                                                   (The Date Of
                                                Inception) Through
                                                   Sptember 30,     
                                                       1995
                                                 -----------------

Cash flows from development stage activities:
  Net loss ........................................   $(19,889)
  Adjustments to reconcile net loss
    to net cash provided by used in
    development stage activities:
    Amortization of financing and other costs .....      1,274
    Amortization of original issue discount .......      1,633
    Abandonment loss ..............................      6,034
    Accounts payable and accruals .................      4,089
    Increase in accounts payable and accruals,
     amounts net of for capital expenditures ......        997
    Increase (decrease)in advances from related
     parties ......................................        619
                                                      --------
        Total adjustments .........................     14,646
                                                      --------
        Net cash used in development stage
          activities ..............................     (5,243)
                                                      --------

Cash flows from investing activities:
  Capital expenditures, net of construction
     accounts payable .............................    (12,936)
  Decrease in deposits and other assets ...........        (60)
  Capitalization of preopening costs ..............       (340)
  Development costs ...............................       (553)
  Net (additions to) reductions in restricted
     cash equivalents .............................        (31)
                                                      --------
      Net cash provided by (used in) investing
          activities ..............................    (13,920)
                                                      --------

Cash flows from financing activities:
  Principal payments on First Mortgage Note .......    (20,200)
  Proceeds from issuance of First Mortgage Notes,
     net of financing costs .......................     30,666
  Proceeds from borrowings under notes payable to .      1,200
     related parties
  Equity contribution from Becker Gaming, Inc. ....       --
       relating to sale of warrants ...............      7,500
                                                      --------
      Net cash provided by financing activities ...     19,166
                                                      --------

      Net (decrease) increase in cash and cash
          equivalents .............................          3

Cash and cash equivalents, beginning of period ....       --
                                                      --------

Cash and cash equivalents, end of period ..........   $      3
                                                      ========
                                                     

Supplemental cash flow disclosures:
  Interest paid, net of amounts capitalized .......   $  5,807
                                                      ========

  Original issue discount that did not affect cash    $  7,500
                                                      ========
 
  Equity contribution by Becker Gaming that did not   
     affect cash                                      $  5,232 
                                                      ======== 

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


                          CAPITOL QUEEN & CASINO, INC.
           ( A Development Stage Company And A Wholly Owned Subsidiary
                             of Becker Gaming, Inc.)

                         NOTES TO FINANCIAL STATEMENTS




1)       Basis of Presentation:

         Capitol  Queen & Casino,  Inc.  ("CQC") is wholly owned  subsidiary  of
Becker Gaming, Inc. ("BGI").  The accompanying  financial statements of CQC have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial  information and with the instruction to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements.  In the opinion of management,  all adjustments and normal
recurring  accruals  considered  necessary  for a fair  presentation  have  been
included.  Operating  results for the three-month  period September 30, 1995 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  June 30,  1996.  The  unaudited  financial  statements  should be read in
conjunction with the financial statements and footnotes included in CQC's annual
report on Form 10-K for the year ended June 30, 1995.


2)       Denial of Missouri Gaming License Application of Capitol Queen & 
          Casino, Inc.:

         Sunset  Coin,  Inc.  ("SC"),  a wholly  owned  subsidiary  of BGI,  has
guaranteed 12% First Mortgage Notes due November 15, 2000, of Arizona Charlie's,
Inc.  ("AC"),  another  wholly owned  subsidiary  of BGI,  until such time as AC
completes an expansion of its casino  facilities (which it has done) and obtains
a specified fixed charge  coverage ratio, as defined in the indenture  governing
the AC First Mortgage Notes.  AC, in turn, has guaranteed the 12% First Mortgage
Notes (the "CQC Notes") due November 15, 2000 of CQC,  until such time as CQC is
licensed to conduct gaming in Missouri.

         CQC was  formed to  develop,  own,  and  operate  the  "Capitol  Queen"
riverboat  casino in Jefferson  City,  Missouri.  On September 28, 1994, CQC was
notified that its  application for a gaming license was rejected by the Missouri
Gaming  Commission (the  "Commission").  Under the Commission's  order, CQC, its
principal owners and affiliated companies cannot reapply for a gaming license in
Missouri prior to September 28, 1996.

         The Commission's decision was based on an August 1994 recommendation of
its staff (the  "Staff")  that CQC's license  application  be denied  without an
investigative   review  because  CQC  knowingly  failed  to  disclose  material,
substantive information in the application. The Commission did not find that CQC
knowingly  failed to  disclose  information,  but did find that the  application
contained  omissions of a  substantive  and material  nature.  Management of CQC
believes that its application was complete and accurate. Moreover, CQC has fully
disclosed the information cited by the Staff in post-application  filings, other
public  documents and  communications  with the Staff,  all of which  management
considers to be part of the licensing and related investigative  process.  Based
on the advice of legal counsel,  CQC believes that the Commission  acted outside
its authority in rejecting the application without a formal investigation.

         On October 31, 1994,  CQC  petitioned  the Cole County Circuit Court in
Jefferson  City for a writ of mandamus.  In response to the petition,  the court
issued an order  declaring  that by  denying  CQC's  application  without  first
conducting  an  investigation  and by  deliberating  in a  closed  session,  the
Commission had violated  Missouri gaming and open meeting laws. The court issued
a  preliminary  writ of mandamus  declaring the  Commission's  decision void and
ordering  the  Commission  to  immediately  commence  a full  investigation  and
thereafter to act on CQC's application. The court ordered the Commission to show
cause within thirty days why the preliminary writ should not be made permanent.

         Initially,  the  Commission  did not  respond  directly  to the Circuit
Court's order to show cause, but instead filed two actions,  both  unsuccessful,
in the Missouri Court of Appeals for the Western District. On November 16, 1994,
the Commission petitioned the Court of Appeals for a writ of prohibition against
the Circuit Court, contending,  among other things, that CQC was not entitled to
judicial  relief  because it had not exhausted its  administrative  remedy of an
evidentiary hearing before the Commission. The Court of Appeals initially issued
a preliminary  writ in prohibition  staying  further  proceedings in the Circuit
Court.  However,  in an opinion  issued on April 18, 1995,  the Court of Appeals
concluded  that its  preliminary  writ of  prohibition  had  been  improvidently
granted, quashed the preliminary writ, and denied the Commission's request for a
permanent writ,  relegating the Commission to its remedies in the Circuit Court.
On December 13, 1994, the Commission also filed an appeal of the Circuit Court's
order.  On December  23, CQC moved to dismiss the appeal on the grounds that the
preliminary  writ of  mandamus  was  not a final  order  and  therefore  was not
appealable.  On January 5, 1995,  the Court of Appeals  granted CQC's motion and
dismissed the appeal.

         On June 26, 1995,  the Circuit  Court  issued a peremptory  (permanent)
writ of mandamus  similar to the preliminary  writ,  declaring the  Commission's
order void and ordering the Commission to proceed with an investigation of CQC's
application  "with all  deliberate  speed."  On July 21,  1995,  the  Commission
appealed the Circuit  Court's  decision to the Missouri Court of Appeals for the
Western District. That appeal is pending.

         On November  1, 1994,  concurrent  with its efforts to obtain  judicial
relief,  CQC  (with  BGI as a  co-party)  requested  an  administrative  hearing
pursuant to the Missouri  gaming  statutes,  under which a denied  applicant may
request an evidentiary  hearing before a Commission  appointed  hearing officer.
The hearing officer's  decision is subject to review by the Commission,  and the
Commission's  decision is in turn  subject to judicial  review.  The  Commission
filed an answer on November 29,  alleging,  among other things,  that CQC is not
entitled to an administrative hearing because CQC had not been investigated.  On
December  22,  because the  Commission  had not  appointed a hearing  officer or
otherwise responded to CQC's request for a hearing,  CQC moved the Commission to
appoint a hearing  officer and establish a procedural  schedule.  The Commission
did not  respond to this  motion.  However,  in March  1995,  CQC's  counsel was
notified  by a member  of the  Commission's  staff  that he had  been  appointed
hearing officer in the case. Because this person appears to have participated in
the staff's  recommendation  that CQC's license be denied, CQC moved on March 31
for  the  appointment  of  an  impartial,   independent  hearing  officer.   The
Commission's attorney filed a response in opposition to this motion on April 12,
but the  Commission  has not responded to it.  Instead,  on August 10, 1995, the
hearing officer issued an order  proclaiming his ability to proceed  impartially
and  purporting  to  deny  the  motion.  Hearing  dates  have  been  vacated  by
stipulation,  and,  after the Circuit  Court's  order  voiding the  Commission's
decision appeared to make the  administrative  proceeding  premature,  postponed
indefinitely.

         On March 24, 1995,  CQC filed an action  against the  Commission in the
Cole County, Missouri,  Circuit Court, alleging that the Commission had violated
Missouri's  open meeting law by  deliberating in a closed session before issuing
its decision denying CQC's license.  The petition requested an order voiding the
Commission's  decision.  On March 27, as a protective  measure against  possible
arguments  that Cole County is not the proper venue,  CQC filed a  substantively
identical action in the St. Louis County Circuit Court. In April, the Commission
filed answers to both  complaints  denying that it had violated the open meeting
law. On June 1, CQC moved for summary  judgment in the Cole County case.  In its
response,  the  Commission  stated  that  it "did  not  deliberately  intend  to
circumvent"  the open meeting law but had deliberated in closed session based on
erroneous advice of counsel. The Commission argued that the closed session could
nevertheless be justified under statutory  exceptions  allowing agencies to meet
privately with their lawyers to discuss confidential information and litigation.
A hearing on the motion for summary judgment has been set for December 19. 1995.

         In January 1995, CQC engaged in settlement discussions initiated by the
Missouri  Attorney  General's  office,  legal counsel for the  Commission,  with
respect to the civil matters  involving the Commission.  The discussions,  which
terminated  in March  1995,  were  resumed in August  1995 and were  expanded to
include the misdemeanor  charges filed by the Missouri Attorney  General.  While
CQC and its lawyers  continue to seek a  negotiated  settlement  to the disputes
with the Commission and the Attorney  General,  the discussions  have again been
terminated by the Attorney General's office.

         At the time CQC was notified of the Staff's  position,  construction of
the riverboat  contemplated  under the project being developed by CQC was almost
completed.  CQC had also  obtained  the  necessary  permits  for the  land-based
development  portion of the project and had performed certain dredging and other
site  preparation  work.  In August 1994,  CQC  suspended  all further land site
development   activity   pending   resolution  of  the  review  of  its  license
application.  Management of CQC believes that the Commission's subsequent ruling
in September 1994 makes further  development of the project not feasible because
of  significant  delays in the ability to operate the riverboat  casino,  either
through appeal of the decision or expiration of the two-year  probation  period.
Accordingly,  on  September  29,  1994,  management  decided to suspend  further
development  of the Capitol Queen project.  As a result of that decision,  costs
associated  with the  development of the project which had been deferred  during
the development  stage were written-off in the fourth quarter of the fiscal year
ended June 30, 1994,  and the land site and riverboat were written down to their
estimated net realizable value.

         Prior to its  suspension,  CQC had financed the Capitol  Queen  project
through  the  issuance  of $40  million  in  principal  amount  of the 12% First
Mortgage  Notes due  November  15,  2000 (the  "CQC  Notes").  The CQC Notes are
guaranteed by Arizona Charlie's',  Inc. ("AC"),  another wholly owned subsidiary
of BGI. As of January 1, 1995, CQC's obligations  under the Indenture  governing
the CQC Notes were amended with the requisite  consent of the holders of the CQC
Notes.  CQC's  previous  obligations to complete and open the Capitol Queen have
been  eliminated  and CQC has agreed to a two-step  plan to repay the CQC Notes.
The first  step,  which was  consummated  on  January  17,  1995,  involved  the
repurchase  of $20  million  principal  amount  of the CQC Notes at 101% of such
principal  amount  plus  accrued  and  unpaid  interest  with  funds held in the
restricted  project escrow  account.  The second step  contemplates  the sale of
CQC's assets and the use of the proceeds therefrom to repurchase the $20 million
principal amount of CQC Notes remaining  outstanding at a purchase price of 101%
of principal plus accrued and unpaid interest.  CQC's assets consist principally
of its riverboat,  the Jefferson City land site, and development  rights under a
Riverboat Development Agreement (the "Development  Agreement") entered into with
Jefferson City.

         CQC has entered into an Asset  Purchase  Agreement  for the sale of its
assets to Aerie Riverboat Casinos of Missouri, Inc. ("Aerie").  The agreement is
subject to several  contingencies,  one being the approval of the Jefferson City
city council, which as yet has not voted on the issue.

         On November 7, 1995,  voters in  Jefferson  City  rejected an ordinance
permitting  riverboat  gambling,  reversing  the vote of an earlier  election in
which  Jefferson  City  voters  approved  riverboat   gambling.   Because  CQC's
Development  Agreement  with  Jefferson  City was entered  into  pursuant to the
earlier ordinance permitting riverboat gambling,  the Company believes that as a
matter of law the 1995 election does not affect the validity of the  Development
Agreement.  However,  it has not yet been determined whether Jefferson City will
honor the Agreement in light of the election without  litigation to uphold CQC's
position.  Moreover,  Aerie is not  expected to proceed with the purchase of CQC
assets  unless the vote can be nullified or is found to be not  applicable  to a
project the development of which is the subject of a pre-existing  contract with
a given  municipality,  such as the  Capitol  Queen  is  under  the  Development
Agreement.  CQC is  exploring  its legal  options  in the event  Jefferson  City
declines to honor the Development  Agreement,  but has not reached any decision.
In any event,  CQC does not  anticipate it will  consummate  its agreement  with
Aerie before  December 31, 1995, at which time CQC may terminate the Development
Agreement  without penalty.  A final judicial  determination  that the 1995 vote
abrogates the Development  Agreement would have a material adverse effect on CQC
and its ability to sell its assets.

         CQC is not expected to generate  sufficient  funds  through the sale of
its assets to repurchase all of the outstanding  CQC Notes.  AC, pursuant to its
guarantee of the CQC Notes,  will be liable for the  principal  of, and interest
on, any remaining  outstanding  CQC Notes.  AC is restricted from selling assets
under the covenants  governing the AC Notes, and management believes that access
to  additional  capital  from  other  sources is  restricted  as a result of the
above-described circumstances.  As a result, management does not believe that AC
would  have  sufficient  resources  to  satisfy  such  obligation,  should it be
necessary.


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

Becker Gaming, Inc.
-------------------

         The Company  serves as a holding  company for, and provides  management
and  administrative  services to, the Becker family gaming interests,  including
Arizona  Charlie's,  Inc. ("AC"),  Sunset Coin, Inc. ("SC"),  Becker Gaming 
Group  ("BGG"),  and Capitol  Queen & Casino,  Inc.  ("CQC").  The Company has 
not engaged in any business  other than providing such management and 
administrative services to its subsidiaries.

         The Company's  prospects for the receipt of management  fee income from
CQC have  been  adversely  impacted  by  recent  events  in  Missouri  adversely
affecting CQC's efforts to become licensed to conduct  riverboat  gaming in that
State.  As a result of such events,  CQC proposes to sell its  riverboat  casino
project. See "Capitol Queen & Casino, Inc. - General."

Arizona Charlie's, Inc.
-----------------------

General

         AC's revenues are derived largely from gaming activities at its Arizona
Charlie's  casino-hotel,  and,  to a lessor  extent,  from  food  and  beverage,
lodging,  entertainment  and retail  sales.  AC generally  views its  non-casino
operations  as  complementary  to its core casino  operations.  Accordingly,  it
utilizes  entertainment  primarily  as a  casino  marketing  tool.  Further,  AC
maintains  food and  beverage  pricing  structures  designed  to benefit  casino
volumes,  often resulting in department  operating  losses. AC seeks to maximize
profits from its hotel operations,  however,  while maintaining  attractive room
rental rates. Gaming revenues represent the net win from gaming wins and losses.
The retail  value of  accommodations,  food and  beverage  provided to customers
without  charge is  included  in gross  revenues  and  deducted  as  promotional
allowance.

Results of Operations for the three-months ended September 30, 1995 and 1994

         Despite  increased  revenues for the  three-months  ended September 30,
1995,  results from operations  declined for the period, an compared to the same
period  in the  prior  year,  as the  result of  increased  operating  expenses,
primarily due to higher  operating  costs  associated  with  operating  expanded
facilities.  The  increase in  revenues  also  resulted  from the  operation  of
expanded casino-hotel  facilities,  which include additional gaming machines and
table games,  an expanded  race and sports  book,  remodeled  coffee  shop,  two
specialty  restaurants  and a  delicatessen,  an expanded  buffet  room, a newly
constructed hotel tower, a remodeled  floor-level  entertainment  lounge and new
second-floor showroom/banquet facility.

         Net revenues at AC increased by $3,823,000,  or 32.9%, from $11,609,000
to $15,432,000 for the  three-month  period ended September 30, 1995 compared to
the  three-month  period ended  September 30, 1994. In the same period to period
comparison,   operating  expenses,   including  depreciation  and  amortization,
increased by 50.2% to $16,550,000 from $11,019,000.  This resulted in a decrease
in operating  income of $1,708,000 from $590,000 to a loss of $1,118,000 for the
more recent period.

         Gaming Revenues  increased  33.8% from  $9,637,000 to $12,891,000.  The
largest  portion of the increase in gaming  revenues is  attributable  to gaming
machine  revenues which increased 30.4% from $8,378,000 to $10,931,000  million.
The large  increase  reflects an  additional  655 slot  machines that were added
during the expansion. Revenues from table games increased 24.8% from $936,000 to
$1,169,000.  The  increase in table games  revenues for the  three-month  period
ended  September 30, 1995 is primarily due to the  additional 5 table games that
were added during the expansion. Reflecting greater sports play from patrons and
an  expanded  facility  featuring  pari-mutual  wagering,  race and sports  book
revenues  increased by $300,000,  or 71.7%,  to $718,000  from  $418,000 for the
three-month period ended September 30, 1995 compared to the same period in 1994.
Bingo revenues  decreased  slightly by $7,000 for the  three-month  period ended
September 30, 1995 when compared to the same period of the prior year.

         Food  and  Beverage   revenues   increased  40.1%  to  $3,033,000  from
$2,165,000 for the  three-month  period ended September 30, 1995 compared to the
same period of the prior year.  The increase in revenues is primarily due to the
addition of two specialty restaurants, a delicatessen,  a remodeled coffee shop,
an expanded buffet and a redesigned bar and lounge.

         Hotel revenues increased from $439,000 to $722,000 for the three-months
ended  September 30, 1995  compared to the same period in 1994.  The increase of
64.5% is primarily due to the addition of 158 new rooms.

         Gift  shop  revenues  increased  from  $120,000  to  $155,000  for  the
three-months  ended  September 30, 1995 compared to the same period in 1994. The
increase of 29.2% is primarily due to the  remodeling  and expansion of the gift
shop.

         Other  revenues,   which  include  receipts  from  entertainment  cover
charges,  ATM  commissions  and revenues from PBX and banquets,  increased  from
$90,000 to $299,000 for the  three-months  ended  September 30, 1995 compared to
the same  period in the prior  year.  The  increase  of 232.2% is the  result of
increases  in  (i)  entertainment  cover  charge  revenues  attributable  to the
addition  of a new  showroom  and  (ii)  banquet  revenues  attributable  to the
addition of new banquet facilities.

         Gaming expenses increased by $505,000,  or 16.6%, to $3,539,000 for the
three-month  period ended September 30, 1995 from $3,034,000 for the same period
of the prior year reflecting  primarily the additional  staffing associated with
the expanded gaming facilities.

         Food  &  Beverage  expenses  increased  by  $1,482,000,  or  63.0%,  to
$3,835,000 for the  three-month  period ended September 30, 1995 from $2,353,000
for the same period of the prior year, due primarily to the additional  staffing
requirements for the new food service facilities.

         Hotel  expenses  increased  by $83,000,  or 26.4%,  to $398,000 for the
three-month period ended September 30, 1995 from $315,000 for the same period of
the prior year.  The  increase  is  primarily  due to  additional  staffing  and
associated costs required by the hotel expansion.

         General and Administrative expenses increased by $1,727,000,  or 56.2%,
to  $4,798,000  for  the  three-month  period  ended  September  30,  1995  from
$3,071,000  for the same prior of the prior year.  The increase is primarily the
result  of  additional  staffing  in  the  cage,   security,   data  processing,
entertainment,  porters, engineering, accounting and transportation departments,
added  to  support  the  expanded  facility.  The  increase  is also  due to the
provision for losses and advances made by the AC to CQC for payment of legal and
accounting  services  and for the  insurance  and  maintenance  costs  of  CQC's
riverboat. Because of CQC's current financial condition, including that it is in
default  of the  covenants  governing  the CQC  Notes,  AC has  provided  a 100%
allowance for the  cumulative,  accrued and unpaid  advances made to CQC through
September 30, 1995.

         Advertising and promotion expenses  increased by $394,000,  or 50.4% to
$1,176,000 for the three-month period ended September 30, 1995 from $782,000 for
the same period of the prior year reflecting  increased newspaper and television
advertising  undertaken  to  gain  market  recognition  for the  newly  expanded
facility.  Management  believes that these  increased  levels of advertising and
promotional  expenditures  are  necessary  to attract and  maintain  the desired
customer  levels,  to promote the  entertainment  events,  and support the other
existing facilities throughout the property.

         Depreciation  and  Amortization  increased  by $187,000,  or 26.8%,  to
$886,000 for the  three-month  period ended September 30, 1995 from $699,000 for
the same period in prior year, as a result of additional  depreciation  expenses
associated with assets added in the expansion.

         Gift shop expenses increased slightly by $8,000 or 8.1% to $107,000 for
the three-month period ended September 30, 1995 compared to $99,000 for the same
period  reflecting  small increases in staffing and operating  costs  associated
with the gift shop operation.

         Management fees to BGI increased by $237,000, or 38.2%, to $857,000 for
the  three-month  period  ended  September  30, 1995 from  $620,000 for the same
period in the prior  year.  Management  fees are  determined  based on the gross
revenues  of AC. As such,  increased  gross  revenues  bring  about  the  higher
management  fees.  Since inception of the management fees agreement,  management
fees  payable to BGI have been and  continue to be accrued by AC, and may not be
paid under the Indenture  governing the AC Notes until such time that AC meets a
specified fixed charged coverage ratio.

         Other  expense (net of other  income)  amounted to  $1,617,000  for the
three-month  period ended September 30, 1995 compared to $1,065,000 for the same
period in the prior year. The increase in expense of $552,000,  or 51.8%, is the
result of a reduction of  capitalized  interest  (other income) in the amount of
$507,000 and a decrease in interest income (other income) of $175,000, partially
offset by a  decrease  of  interest  expense  (other  expense)  in the amount of
$102,000.

Income Taxes
------------

         As a result of the  termination  of its  election to be treated as an S
corporation,  AC is liable  for  income  taxes on income  earned  from and after
January 1, 1994, prior to such termination, AC did not incur or pay income taxes
but  distributed  cash to its  stockholders  in amounts  sufficient to pay their
income  tax  liability  in  respect  to income of AC.  Since  terminating  its S
corporation status, AC generated a net operating loss for income tax purposes of
approximately  $5,200,000.  Management anticipates that AC will generate taxable
income  and that its  effective  federal  income tax rate will  approximate  the
statutory  rate of 34%,  prior  to  consideration  of the  benefit  from the net
operating losses, which may be utilized to offset taxable income.

Liquidity and Capital Resources
-------------------------------

         At September 30, 1995, AC had working capital of $2,142,000 compared to
working  capital of $2,920,000 at June 30, 1995. The decrease in working capital
was caused  primarily by  increased  accruals on the AC Notes,  management  fees
payable  BGI, and  interest on a  $2,250,000  short-term  note payable to Sunset
Coin, Inc., as well as a reduction in a related party receivable.

         For the  three-month  period ended September 30, 1995, cash provided by
operating activities  decreased  approximately 35% to $1,281,000 from $1,967,000
for the same period in 1994.  The  decrease is primarily  attributable  to a net
loss of $1,835,000  for the  three-month  period in 1995 compared to net loss of
$475,000 for the three-month  period in 1994 and an increase in accounts payable
of $995,000 for  three-months  ended  September 30, 1995 compared to decrease of
$655,000 for the same period in 1994.

         For the  three-month  period ended September 30, 1995, net cash used in
investing  activities  decreased  to $72,000 for the  three-month  period  ended
September  30, 1995 compared with  $2,030,000  for the same period in 1994.  The
decrease  was  caused  primarily  by a $74,000  outlay  for  additional  capital
expenditures  offset by $2,000 from proceeds from equipment  sale. This compares
with  an  increase  of  restricted   cash  of  $12,126,000   offset  by  capital
expenditures  of  $12,108,000  and an increase of  $1,848,000  in related  party
receivable for the same period in 1994.

         Cash flows provided by financing activities for the three-month periods
ended September 30, 1995 was $42,000,  reflecting  payments on notes payable and
capital leases.  For the three-month period ended September 30, 1994, cash flows
from financing activities was $69,000.

         AC's long-term obligations,  approximately $60,000,000 at September 30,
1995,  consist  of the AC Notes,  stockholder  notes and  capitalized  equipment
leases. AC has annual interest expense aggregating  $6,600,000 and $500,000 with
respect to the AC Notes and the stockholder notes, in addition to current annual
payments  of  $1,200,000   associated  with  capitalized  equipment  financings.
Further,  AC is expected  to have annual  capital  expenditure  requirements  of
approximately $600,000.

         In addition, AC has a substantial  contingent obligation resulting from
its  guarantee of the CQC Notes  $20,000,000  in  principal  amount of which are
outstanding.  As a result of a September 28, 1994 ruling of the Missouri  Gaming
Commission denying CQC's gaming license  application,  CQC has adopted a plan to
sell its  assets for the  purpose  of  repaying  the  Outstanding  CQC Notes and
accrued  interest  thereon.  Although CQC has entered into an agreement  for the
sale of its  assets at a  purchase  price of  $18,000,000  consummation  of such
agreement  is  subject  to the  satisfaction  of  several  conditions  including
preliminary  suitability of a buyer and gaming being legal in Jefferson City, an
is not  expected to be satisfied  prior to December 31, 1995,  at which date CQC
may terminate the agreement,  and, as a result, the agreement is not expected to
be  consummated.  See  "Management  `s  Discussion  and  Analysis  of  Financial
Condition and Results of Operations - Capitol  Queen & Casino,  Inc."  Moreover,
because CQC does not have any  significant  funds,  AC will be  obligated to pay
interest on the CQC Notes,  which  accrues at the rate of  $2,400,000  annually.
Such interest is payable semi-annually on May 15 and November 15 of each year.

         In addition,  unless the holders of the CQC Notes  otherwise  agree, AC
will be liable for any shortfall between the proceeds from any sale of assets by
CQC and the amount  required  to retire the CQC Notes.  Because  there can be no
assurances  that CQC will be able to sell its  assets  for an amount  which will
allow it to fully or substantially repay the CQC Notes, AC's liability under its
guarantee  of the CQC Notes may exceed that amount  which it could  support.  In
addition,  a default by AC under its  guarantee of the CQC Notes,  unless cured,
may cause a default under the AC Notes and entitle the holders of 25% or more in
principal amount thereof to cause such AC Notes to become accelerated,  in which
event they would become immediately due and payable in full.

         AC's  management  believes that, if not required to make any large cash
payments under its guarantee of the CQC Notes,  AC has sufficient  funds to meet
its projected  needs for financing of existing  operations  and service its debt
obligations. However, AC's performance will be influenced by prevailing economic
conditions and financial,  business and competitive  factors,  many of which are
beyond its control.


Sunset Coin, Inc.
-----------------

General

         SC derives its  revenues and profits  largely  from its gaming  machine
route pursuant to participation contracts and, to a lesser extent, space leases.
Under its participation  contracts, SC pays a percentage of the net win (amounts
wagered  less  winnings  paid) from its gaming  machines to the site owner.  The
balance is  retained  by SC.  Under its space  leases,  SC pays the site owner a
fixed space rental fee and retains all of the net win. SC gaming  revenues under
participation  contracts  represent  SC's share of the net win after payments to
the  location,  and under space  leases  represent  all  revenues  before  lease
payments,  which are treated as expenses. A majority of SC's gaming machines are
installed at locations  controlled by the Becker  family and the contracts  with
such locations are expected to be renewed as a matter of general course.

         In addition to the operation of its gaming machine  route,  SC services
gaming machines owned by other operators for fixed service fees.  Included among
its  service  agreements  are  contracts  with six BGG  restaurants,  which  are
expected to be renewed in general course,  and one additional  location owned by
an unrelated party.


  Results of operations for the three months ended September 30, 1995 and 1994

         SC's  results  of  operations   declined  for  the  three-months  ended
September  30, 1995  compared  to the same  period in the prior year.  Although,
total  revenues  decreased by only 1.2% to $640,000 for the  three-month  period
ended  September  30,  1995  from  $648,000  for the  three-month  period  ended
September 30, 1994, operating expenses increased 24.4% to $433,000 from $348,000
over the same period-to-period  comparison,  resulting in an overall decrease in
operating  income of 31.0% to $207,000 from $300,000.  The net operating  margin
for the  three-month  period  ended  September  30, 1995 and 1994 were 32.4% and
46.3%, respectively.

         During the  three-month  period ended September 30, 1995, SC gained one
gaming machine route contract.  However, when compared to the same period in the
prior  year,  SC had 20 fewer  gaming  machines  during  the  period  due to the
expiration of a contract covering one participation  location and the expiration
of one slot service fee location  prior to the more recent  period.  Space lease
revenues  increased to $40,000 for the  three-month  period ended  September 30,
1995 from $12,000 for the same period in the prior year due to a conversion of a
participation  location to a space lease pending gaming license  approval of the
location's  owner.  Gross  revenues  of $32,000  associated  with the  converted
location are included in  participation  contract  revenues for the  three-month
period ended  September 30, 1995.  The total number of machines  included in the
route for the three-month  period ended September 30, 1995 and 1994 were 259 and
279,  respectively.  Despite the decrease in the total number of slot  machines,
gross revenues were only slightly  impacted due to the  installation of currency
acceptor machines at 12 locations, which resulted in increased play per machine,
and the positive  effect of the  conversion of one  participation  location to a
space lease. Fees from BGG increased to $24,000 for the three-month period ended
September 30, 1995 from $18,000 for the same period in the prior year due to the
addition of a sixth BGG location in April 1995.

         Gaming  machine  route  expenses  for  the  three-month   period  ended
September 1995 increased by 42.5% to $302,000 from $212,000 for the  three-month
period ended  September 30, 1994,  reflecting  increased  salaries,  wages,  and
payroll taxes due to the transfer of management personnel from BGI back to SC in
the more recent period. General and administrative expenses decreased to $24,000
from $44,000,  which  decrease is  attributable  to bad debt and loss and damage
which were not incurred in the more recent  period.  Management  fees  decreased
slightly  to  $34,000  from  $36,000  due to the  decrease  in  gross  revenues.
Depreciation  and  amortization  for the three-month  period ended September 30,
1995 increased to $73,000 from $56,000, due to the acquisition by SC of fixtures
and equipment for the new BGG location and 26 new replacement slot machines.

         During the  three-month  periods ended  September 30, 1995 and 1994, SC
had other expenses (net of other income) of  approximately  $36,000 and $34,000,
respectively.  The  increase in other  expenses  is  attributable  to  increased
interest  expense  resulting from additional  draws from the existing  revolving
line of credit.

Income Taxes
------------

         As a result of the  termination  of its  election  to be  treated  as S
corporation,  SC became  liable for income taxes on income earned from and after
January 1, 1994. Prior to such termination, SC did not incur or pay their income
tax liability in respect to income of SC.  Estimated  income tax payable for the
three-month  period ended  September 30, 1995 amounted to $58,000 from $102,000,
in the same  period  in the  prior  year.  These  were  based on an  anticipated
effective federal income tax rate approximating the statutory rate of 34%.

Liquidity and Capital Resources

         Cash provided by operating  activities for the three-month period ended
September  30, 1995  increased to $427,000  from  $156,000  for the  three-month
period ended September 30, 1994, due to an increase in operating  liabilities of
$271,000.

         Cash flows used in investing activities for the quarter ended September
30, 1995  amounted to  $150,000,  including  repayment  of notes  receivable  of
$6,000,  decrease in advances to related parties of $21,000 and purchase of slot
machines of $135,000.

         Cash flows used in  financing  activities  for the quarter  ended  
September  30,  1995  amounted to $80,000, reflecting  principal payments on 
notes payable.

         SC's indebtedness  includes  stockholder notes and notes collateralized
by its gaming  equipment  and other  assets.  The  stockholder  notes  aggregate
$3,000,000  in  principal  amount,  bear  interest  at an annual rate of 10% and
mature January 2001. The  collateralized  notes bear interest at annual rates of
approximately 10.89%, in the case of fixed rate loans, or at prime plus 1.5%, in
the case of a collateralized  line of credit, the outstanding  aggregate balance
of which, $272,000 was converted to a note at July 1, 1994 with monthly payments
through June 1998. The fixed rate notes mature at various date through  December
1995.

         In July 1994,  SC entered into an agreement  with a bank for a new $1.2
million  non-revolving  line of  credit.  Each  advance  under the line shall be
evidenced by a separate  promissory  note with  maturity  date not  exceeding 66
months from the date of the respective  advance  giving rise to the note.  Under
the agreement for the  non-revolving  line of credit,  SC could request advances
through  October  28,  1995 at which time  their  rights to  advances  under the
agreement were terminated.  However, the remaining available balance of the line
of credit is expected to be renewed for a period of one year. Advances under the
agreement  bear  interest at the bank's  prime rate plus 1.5% up to 2.0%.  As of
September 30, 1995, SC has an outstanding non-revolving line of credit amounting
to $826,000.  SC has guaranteed the payment of the AC Notes,  which guarantee is
subject to release upon  attainment  by AC of a fixed charge  coverage  ratio of
2.25 to 1. In connection with its guarantee,  the Indenture imposes restrictions
on the distribution of earning.  SC's management believes that it has sufficient
funds through the non-revolving  line of credit and cash generated by operations
to meet its projected needs for existing operations and limited expansion of its
gaming  machine  route  business.  Should SC  determine to expand on more than a
limited basis, it is likely that further  capital would be necessary.  SC access
to additional capital will be significantly restricted under the AC Indenture so
long as SC is a  guarantor  of the AC  Notes.  AC may have  liability  under its
guarantee  of the  CQC  Notes  which  may  exceed  the  amount  which  it  could
immediately  support. In such event, AC would be in default of the AC Notes. SC,
as guarantor of the AC Notes,  would have liability under its guarantee if AC is
in default of AC Notes,  and such liability would likely exceed the amount which
it  could   immediately   support,   including   amounts   available  under  its
non-revolving line of credit.


Capitol Queen & Casino, Inc.
----------------------------

Analysis of  Development  Stage  Activities  for the period July 1, 1995 through
September 30, 1995

         CQC was  organized  on January 20, 1993 for the purpose of  developing,
constructing,  owning and operating the Capitol Queen  riverboat  casino.  Since
inception,  CQC's  activities have been limited to, in addition to the financing
transaction  described  below, the acquisition of a land site in Jefferson City,
Missouri and the rights to develop the Capitol Queen  thereon,  the  preparation
and  prosecution  of  applications  to become  licensed  to own and  operate the
Capitol Queen in Missouri and for all other required permits and approvals,  the
preparation of preliminary  design plans,  drawings and budgets for the project,
construction of a riverboat vessel and other pre-opening development activities.
As of August 1994, CQC has suspended the development of the Capitol Queen, other
than completion of the riverboat.  As a result of a September 28, 1994 ruling by
the Missouri Gaming Commission denying CQC's license  application,  CQC proposes
to sell its assets. Such assets include its riverboat, Jefferson City land site,
the Riverfront Development Agreement with Jefferson City and certain permits.

         As of January 1, 1995,  the CQC  Indenture was amended to (i) eliminate
CQC's  obligation  to  construct  and open the  Capitol  Queen and (ii) permit a
two-step purchase of the CQC Notes at 101% of principal plus accrued from a sale
of assets. The repurchase of $20,000,000 principal amount of the CQC Notes (plus
accrued and unpaid  interest  thereon)  was  completed  on January 17, 1995 with
funds from the project escrow account and an aggregate of $20,000,000  principal
amount of the CQC Notes remained  outstanding.  However,  the dates by which CQC
previously  agreed  with the  holders of the CQC Notes to effect the sale of its
assets  and  repurchase  the  remaining  CQC Notes  have  passed.  The CQC Notes
outstanding  require annual  interest  payments of $2,400,000,  payable in equal
installments semi-annually on May 15 and November 15.

         CQC has entered into an Asset Purchase  Agreement  dated April 10, 1995
for the  sale of its  assets  to  Aerie  Riverboat  Casinos  of  Missouri,  Inc.
("Aerie") at a purchase price of $18,000,000.  However,  the consummation of the
Aerie purchase  agreement is subject to the satisfaction of several  conditions,
including,  among others,  that  Jefferson City consent to the assignment of the
Development  Agreement,  that  Aerie be  found  preliminary  suitable  to hold a
Missouri  Gaming  license  and that  riverboat  gaming is legally  permitted  in
Jefferson City. CQC intended to use the net proceeds from the sale of its assets
to retire outstanding CQC Notes, with AC being obligated,  as guarantor,  to pay
the shortfall.  See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Arizona Charlie's, Inc." However, because the voters
in Jefferson City voted on November 7, 1995 to prohibit the conduct of riverboat
gaming in Jefferson  City  (reversing  the  original  vote  approving  riverboat
gaming),  CQC does not  anticipate  that Aerie will proceed with the purchase of
CQC Assets unless the vote can be nullified or is found to be not  applicable to
a project the  development  of which is the subject of a  pre-existing  contract
with a given  municipality,  such as the Capitol Queen is under the  Development
Agreement.  CQC is  exploring  its legal  options  in the event  Jefferson  City
declines to honor the Development  Agreement,  but has not reached any decision.
In any event, CQC does not anticipate that it will consummate its agreement with
Aerie before  December 31, 1995,  at which time CQC may  terminate the agreement
without penalty.

         During the period from July 1, 1995 through September 30, 1995, CQC had
total  operating  expenses  of $198,000  consisting  primarily  of  amortization
expense  of  $33,000  associated  with debt issue  costs and  $165,000  of other
operating costs. For the same period, CQC incurred $686,000 of interest cost, of
which none was  capitalized  due to the decision to suspend  development  of the
riverboat project.

Liquidity and Capital Resources
-------------------------------

         For the period July 1, 1995 through  September 30, 1995,  net cash used
by  development  stage  activities  was $42,000.  At September 30, 1995, CQC had
expended  a  total  of   approximately   $20,750,000  on  the   development  and
construction of the Capitol Queen.

         CQC's  long-term  obligations  consist of the  $20,000,000 in principal
amount of the outstanding CQC Notes.  There can be no assurance that CQC will be
successful in its efforts to sell its assets or, that if a sale is effected, the
proceeds will be sufficient  to fully or  substantially  repay the CQC Notes and
accrued interest thereon. Moreover, CQC because it has not yet effected the sale
of its assets, is in default of the CQC Indenture.  As a result,  the holders of
25% or more in  principal  amount of the CQC Notes may cause the CQC Notes to be
accelerated,  in which event they would  become  immediately  due and payable in
full. If the CQC Notes were to be accelerated,  CQC would not be able to pay the
outstanding  CQC Notes without an infusion of capital,  which is not expected to
be available.  CQC is not expected to engage in any activities after the sale of
its assets,  although it may continue to pursue legal relief with respect to the
injury caused by the ruling of Missouri Gaming Commission and the recent vote in
Jefferson City. The cost of pursuing such relief is expected to be borne by BGI.



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         BGI, CQC, and the Nevada Operating Companies (Arizona Charlie's,  Inc.,
Becker  Gaming  Group,  and Sunset Coin,  Inc.) are parties to various  lawsuits
relating  to routine  matters  incidental  to their  respective  businesses,  in
addition  to the  litigation  discussed  below.  Based on the amounts and issues
believed to be in controversy and  management's  evaluation of the merits of the
claims after  consultation  with counsel,  management  does not believe that the
outcome of such  litigation,  in the  aggregate,  will have a  material  adverse
effect on the results of operations  or financial  condition of BGI, CQC, or the
Nevada Operating Companies.

         On October 31, 1994,  CQC and BGI  petitioned  the Cole County  Circuit
Court in Jefferson City for a writ of mandamus. In response to the petition, the
court  issued  an  order  declaring  that by  denying  CQC's  application  for a
riverboat  gaming  license  without  first  conducting an  investigation  and by
deliberating  in a closed session,  the Commission had violated  Missouri gaming
and open meeting laws. The court issued a preliminary writ of mandamus declaring
the  Commission's  decision  void and ordering  the  Commission  to  immediately
commence a full  investigation and thereafter to act on CQC's  application.  The
court  ordered  the  Commission  to  show  cause  within  thirty  days  why  the
preliminary writ should not be made permanent.

         In response to the Circuit Court's order to show cause,  the Commission
filed two actions,  both unsuccessful,  in the Missouri Court of Appeals for the
Western District.  On November 16, 1994, the Commission  petitioned the Court of
Appeals for a writ of prohibition against the Circuit Court,  contending,  among
other things,  that CQC was not entitled to judicial  relief  because it had not
yet obtained and completed an  evidentiary  hearing  before the  Commission  and
therefore it had not exhausted its administrative remedies. The Court of Appeals
initially issued a preliminary writ of prohibition  staying further  proceedings
in the Circuit Court. However, in an opinion issued on April 18, 1995, the Court
of  Appeals  concluded  that  its  preliminary  writ  of  prohibition  had  been
improvidently granted, quashed the preliminary writ, and denied the Commission's
request for a permanent  writ,  relegating the Commission to its remedies in the
Circuit Court.  On December 13, 1994, the Commission also filed an appeal of the
Circuit  Court's  order to show cause.  On December 23, CQC moved to dismiss the
appeal on the ground that the preliminary writ of mandamus was not a final order
and  therefore  was not  appealable.  On January  5, 1995,  the Court of Appeals
granted CQC's motion and dismissed the appeal.

         On June 26, 1995,  the Circuit  Court  issued a peremptory  (permanent)
writ of mandamus  similar to the preliminary  writ,  declaring the  Commission's
order void and ordering the Commission to proceed with an investigation of CQC's
application  "with all  deliberate  speed."  On July 21,  1995,  the  Commission
appealed the Circuit  Court's  decision to the Missouri Court of Appeals for the
Western District. That appeal is pending.

         On November  1, 1994,  concurrent  with its efforts to obtain  judicial
relief,  CQC  (with  BGI as a  co-party)  requested  an  administrative  hearing
pursuant to the Missouri  gaming  statutes,  under which a denied  applicant may
request an evidentiary  hearing before a  Commission-appointed  hearing officer.
The hearing officer's  decision is subject to review by the Commission,  and the
Commission's  decision is in turn  subject to judicial  review.  The  Commission
answered on November 29, alleging,  among other things,  that an  administrative
hearing is  premature  because CQC had not been  investigated.  On December  22,
because  the  Commission  had not  appointed  a  hearing  officer  or  otherwise
responded to CQC's request for a hearing,  CQC moved the Commission to appoint a
hearing  officer and establish a procedural  schedule.  The  Commission  did not
respond to this motion.  However, in March 1995, CQC's counsel was notified by a
member of the Commission's  staff that he had been appointed  hearing officer in
the case.  Because  this  person  appears to have  participated  in the  staff's
recommendation  that  CQC's  license  be  denied,  CQC moved on March 31 for the
appointment  of an impartial,  independent  hearing  officer.  The  Commission's
attorney  filed a response  in  opposition  to this  motion on April 12, but the
Commission  has not responded to it.  However,  on August 10, 1995,  the hearing
officer  issued an order  proclaiming  his  ability to proceed  impartially  and
purporting to deny the motion.  Hearing dates have been vacated by  stipulation,
and, after the Circuit Court's order voiding the Commission's  decision appeared
to make the  administrative  proceeding  premature,  the hearing  was  postponed
indefinitely.

         On March 23, 1995,  the Missouri  Attorney  General  filed  misdemeanor
charges  against  CQC and  Bruce  Becker  alleging  they  knowingly  made  false
statements on CQC's gaming license application.  Each of the nine counts charged
against each defendant carries a potential penalty of $1,000 or one year in jail
or both,  though CQC and Mr.  Becker  have been  advised by counsel  that in the
circumstances  the possibility of jail time, even if a conviction were obtained,
is remote at best. CQC and Mr. Becker vehemently denied the charges and launched
a vigorous  defense.  On July 25, 1995,  the Circuit Court for St. Louis County,
Missouri, dismissed the charges, ruling that they did not state an offense, that
the Attorney  General  lacked  authority to bring them, and that they were filed
after the statute of  limitations  had expired.  On July 28, 1995,  the Attorney
General  filed an  appeal  in the  Missouri  Court of  Appeals  for the  Western
District.  CQC's and Bruce  Becker's  motions to dismiss the appeals as untimely
filed were summarily  denied on August 14, 1995.  These charges are not expected
to have a material adverse effect on BGI or CQC.

         On March 24, 1995,  CQC filed an action  against the  Commission in the
Cole County, Missouri,  Circuit Court, alleging that the Commission had violated
Missouri's  open meeting law by  deliberating in a closed session before issuing
its decision denying CQC's license.  The petition requested an order voiding the
Commission's  decision.  On March 27, as a protective  measure against  possible
arguments  that Cole County is not the proper venue,  CQC filed a  substantively
identical action in the St. Louis County Circuit Court. In April, the Commission
filed answers to both  complaints  denying that it had violated the open meeting
law. On June 1, CQC moved for summary  judgment in the Cole County case.  In its
response,  the  Commission  stated  that  it "did  not  deliberately  intend  to
circumvent"  the open meeting law but had deliberated in closed session based on
erroneous advice of counsel. The Commission argued that the closed session could
nevertheless be justified under statutory  exceptions  allowing agencies to meet
privately with their lawyers to discuss confidential information and litigation.
The motion for summary  judgment was heard on December 19, 1995, and taken under
submission by the court.


Item 6.  Exhibits and Reports on Form 8-K

         No exhibits are included herein:

         The  Company  did not file any  reports  on from 8-K  during  the Three
Months ended September 30, 1995.



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



                                   SIGNATURES

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



                                                             Becker Gaming, Inc.
                                                             -------------------
                                                                 (Registrant)





Date:    November 1, 1996                   /S/ Bruce F. Becker
         ---------------------              -------------------

                                            Bruce F. Becker
                                            President, Chief Executive
                                            Officer(Principal Executive Officer)






Date:    November 1, 1996                   /S/ Jerry Griffis
         ----------------                   -----------------
                                            Jerry Griffis
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)