U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[ X ]    QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(D) OF THE  SECURITIES  
         EXCHANGE  ACT OF 1934 FOR THE  QUARTERLY PERIOD ENDED MARCH 31, 1999.

                                       OR

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________
         TO ______________.

                                                     Commission File No. 0-20630
                                                                         -------

                            FULL HOUSE RESORTS, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            DELAWARE                                           13-3391527     
-------------------------------                           ------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

        2300 W. Sahara Ave.
         Suite 450,  Box 23
        LAS VEGAS,  NEVADA                                     89102   
---------------------------------------                       -------
(Address of principal executive offices)                     (zip code)

                                 (702) 221-7800
                         -------------------------------
                         (Registrant's telephone number)

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

                           Yes [ X ]      No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 9, 1998, Registrant had 10,340,380 shares of its $.0001 par value
common stock outstanding.

<PAGE>



                             FULL HOUSE RESORTS, INC
                                TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----
PART I.  Financial Information

         Item 1.   Condensed Financial Statements

                   Condensed Consolidated Balance Sheets as of
                   March 31, 1999 and December 31, 1998                    3

                   Condensed Consolidated Statements of Operations
                   for the three months ended March 31, 1999 and 1998      4

                   Condensed Consolidated Statements of Cash Flows
                   for the three months ended March 31, 1999 and 1998      5

                   Notes to Condensed Consolidated Financial Statements    6

         Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                     8

PART II. Other Information                                                11

         Signatures                                                       11


                                      -2-

<PAGE>


FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          MARCH 31,                 DECEMBER 31,
                                                                            1999                        1998
                                                                          --------                  -----------
<S>                                                                       <C>                       <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                               $    315,429             $   1,092,178
  Income tax refund receivable                                                    -                       35,871
  Prepaid expenses                                                              60,675                    88,018
  Receivable from joint ventures                                                44,392                   216,188
                                                                          ------------             -------------
    Total current assets                                                       420,496                 1,432,255

LAND HELD FOR DEVELOPMENT                                                    4,621,670                 4,621,670
GOODWILL - net                                                               1,265,682                 1,392,249
NOTE RECEIVABLE - JOINT VENTURE                                                293,184                   232,421
INVESTMENTS IN JOINT VENTURES                                                4,254,119                 5,017,470
DEFERRED TAX ASSET                                                             158,940                      -   
DEPOSITS AND OTHER ASSETS                                                    3,822,791                 2,777,199
                                                                          ------------             -------------
TOTAL                                                                     $ 14,836,882             $  15,473,264
                                                                          ============             =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                        $     32,014             $      33,566
  Accrued expenses                                                           1,070,148                 1,111,158
                                                                          ------------             -------------
    Total current liabilities                                                1,102,162                 1,144,724
                                                                          ------------             -------------
LONG-TERM DEBT                                                               3,000,000                 3,000,000
                                                                          ------------             -------------
DEFERRED INCOME TAXES                                                             -                      121,235
                                                                          ------------             --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Cumulative, convertible preferred stock, par value $.0001, 5,000,000 shares
    authorized; 700,000 shares issued and outstanding;
    aggregate liquidation preference of $3,517,500 and $3,465,000                   70                        70
  Common stock, par value $.0001, 25,000,000 shares authorized;
    10,340,380 shares issued and outstanding                                     1,034                     1,034
  Additional paid in capital                                                17,257,163                17,218,065
  Accumulated deficit                                                       (6,523,547)               (6,011,864)
                                                                          ------------             -------------
    Total stockholders' equity                                              10,734,720                11,207,305
                                                                          ------------             -------------
TOTAL                                                                     $ 14,836,882             $  15,473,264
                                                                          ============             =============
</TABLE>
See notes to condensed consolidated financial statements.


                                      -3-

<PAGE>


FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED
                                                                                            MARCH 31,
                                                                                   1999                   1998     
                                                                               -------------         --------------     
<S>                                                                            <C>                   <C>
OPERATING REVENUES:
  Casino                                                                       $        -            $     181,358
  Hotel/RV park                                                                         -                  234,598
  Retail, food and beverage                                                             -                  391,048
  Joint ventures                                                                     838,973               827,393
                                                                               -------------         -------------
                                                                                     838,973             1,634,397
  Less:  promotional allowances                                                         -                  (40,067)
                                                                               --------------        -------------
      Net operating revenues                                                         838,973             1,594,330
                                                                               -------------         -------------
OPERATING COSTS AND EXPENSES:
  Casino                                                                                -                  159,521
  Hotel/ RV park                                                                        -                  111,473
  Retail, food and beverage                                                             -                  350,415
  Sales and marketing                                                                   -                   63,592
  General and administrative                                                         560,241               579,294
  Depreciation and amortization                                                      130,507               129,160
                                                                               -------------         -------------
       Total operating costs and expenses                                            690,748             1,393,455
                                                                               -------------         -------------
INCOME FROM OPERATIONS                                                               148,225               200,875

Interest expense and debt issue costs                                                (66,663)             (223,682)
  Interest and other income                                                           15,776                37,885 
                                                                               -------------         -------------
Income before income taxes and cumulative effect
of change in accounting principle                                                     97,338                15,078

INCOME TAX PROVISION                                                                 (65,151)              (64,525)
                                                                               -------------         -------------

Net Income (Loss) before cumulative effect of change in accounting principle          32,187               (49,447)
Cumulative effect of change in accounting principle, net of tax                     (543,870)                 -    
                                                                               -------------         --------------

NET (LOSS)                                                                          (511,683)              (49,447)

Less, undeclared dividends on cumulative preferred stock                              52,500                52,500
                                                                               -------------         -------------

NET LOSS APPLICABLE TO COMMON SHARES                                           $    (564,183)        $    (101,947)
                                                                               =============         =============
Loss per common share before cumulative effect of change in
accounting principle, Basic and Diluted                                        $      ( 0.00)        $       (0.01)
Change in accounting principle, Basic and Diluted                                      (0.05)                 -    
                                                                               -------------         -------------
NET LOSS PER COMMON SHARE, Basic and Diluted                                   $       (0.05)        $       (0.01)
                                                                               =============         =============
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                                                       10,340,380            10,340,380
                                                                               =============         =============
</TABLE>

See notes to condensed consolidated financial statements.


                                      -4-


<PAGE>
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                       THREE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                    1999                  1998
                                                                               -------------         -------------
<S>                                                                             <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                     $    (511,683)        $     (49,447)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization                                                    130,507               129,160
    Debt issue costs and imputed interest amortization                                  -                   27,632
    Amortization of deferred compensation expense                                     39,096                99,880
    Cumulative effect of change in accounting principle                              543,870                  -   
    Equity in income of joint ventures                                              (838,973)             (827,393)
    Distributions from joint ventures                                                778,279               771,706
    Changes in assets and liabilities:
      Decrease in receivables                                                         35,871                   343
      Decrease in restricted cash                                                       -                   21,341
      Decrease in inventories                                                           -                    6,982
      Decrease in prepaid expenses                                                    27,343               107,522
      Increase in other assets                                                          -                   (3,096)
      Decrease in accounts payable and accrued expenses                              (42,562)              (38,269)
                                                                               -------------         -------------

        Net cash provided by operating activities                                    161,750               246,361
                                                                               -------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                                (24,532)               (3,616)
  Deposits on purchase options                                                    (1,025,000)                 -
  Proceeds from nonrefundable
    deposit on sale of assets held for sale                                             -                  300,000
  Acquisition of land held for development                                              -               (3,954,340)
  Decrease in receivables from joint ventures                                        111,033               526,126  
                                                                               -------------         -------------

        Net cash used in investing activities                                       (938,499)           (3,131,830)
                                                                               -------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from line of credit                                                     1,000,000             2,000,000
  Repayment of line of credit                                                     (1,000,000)             (377,279)
                                                                               -------------         -------------

        Net cash provided by financing activities                                       -                1,622,721 
                                                                               -------------         -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                           (776,749)           (1,262,748)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     1,092,178             2,422,884 
                                                                               -------------         -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $     315,429         $   1,160,136
                                                                               =============         =============
</TABLE>

See notes to condensed consolidated financial statements.


                                      -5-

<PAGE>

FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         INTERIM CONDENSED FINANCIAL STATEMENTS - The interim condensed
         consolidated financial statements of Full House Resorts, Inc. (the
         "Company") included herein reflect all adjustments which are, in the
         opinion of management, necessary to present a fair statement of the
         results for the interim periods presented. All such adjustments are of
         a normal recurring nature. Certain information and note disclosures
         normally included in financial statements prepared in accordance with
         generally accepted accounting principles have been omitted pursuant to
         the rules and regulations of the Securities and Exchange Commission.

         These condensed consolidated financial statements should be read in
         conjunction with the consolidated financial statements and notes
         thereto included in the Company's Annual Report on Form 10-KSB for the
         year ended December 31, 1998.The results of operations for the period
         ended March 31, 1999 are not necessarily indicative of the results to
         be expected for the year ending December 31, 1999.

         CONSOLIDATION - The condensed consolidated financial statements include
         the accounts of the Company and all its majority-owned subsidiaries.
         All material intercompany accounts and transactions have been
         eliminated. Certain prior year amounts have been reclassified to
         conform with the current year presentation.

2.       RECENTLY ISSUED ACCOUNTING STANDARDS

 .        In April 1998, The Accounting Standards Executive Committee of the
         American Institute of Public Accounting issued Statement of Position
         98-5, "Reporting on the Costs of Start - Up Activities." It requires
         that the costs of start-up activities that had been previously
         capitalized, be expensed as incurred. Accordingly, during the first
         quarter of 1999, the Company's joint venture investments expensed
         approximately $1.6 million of costs previously incurred. The Company
         has recognized $543,870, its 50% share of $824,045, the cumulative
         effect of a change in accounting principle, net of the related tax
         benefit of $280,175.

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
         133, "Accounting for Derivative Investments and Hedging Activities."
         This statement establishes accounting and reporting standards for
         derivative investments, including certain derivative investments
         embedded in other contracts, and hedging activities. It requires that
         an entity recognize all derivatives either as assets or liabilities in
         the statement of financial position, and measure those instruments at
         fair value, and is effective for all fiscal quarters of the fiscal
         years beginning June 15, 1999. Management has not completed its
         determination of this new statement's impact on the consolidated
         financial statements of the Company.

3.       SEGMENT INFORMATION

<TABLE>
<CAPTION>

             1999                                JOINT
                                                VENTURES        CORPORATE        DGR          CONSOLIDATED
                                                --------        ---------        ---          ------------
<S>                                             <C>             <C>             <C>          <C>
         Net Revenues                         $  838,973       $    -       $    -           $   838,973
         Operating income (loss)                 712,406        (560,241)        -               148,225
         Net income before cumulative
           effect of change in accounting 
           principle                             590,079         (557,892)       -                32,187
         Accounting change, net                 (543,870)            -           -              (543,870)
         Net income (loss)                        46,209         (557,892)       -              (511,683)

         Identifiable assets as
           of March 31, 1999                  $5,857,373       $8,979,509   $    -           $14,836,882
</TABLE>


                                      -6-

<PAGE>
<TABLE>
<CAPTION>
             1998                               JOINT
                                               VENTURES         CORPORATE        DGR         CONSOLIDATED
                                               --------         ---------      -------       ------------
        <S>                                    <C>              <C>            <C>           <C>
         Net Revenues                        $  827,393        $      -        $ 766,937     $ 1,594,330
         Operating income (loss)                700,826           (434,123)      (65,828)        200,875
         Net income (loss)                      594,328           (463,409)     (180,366)        (49,447)

         Identifiable assets as
           of December 31,1998               $6,858,329         $8,614,935     $    -        $15,473,264
</TABLE>


         The reduction in both assets and net income attributable to the Joint
         Ventures segment, is due primarily to the Company's share of the write
         off, in the first quarter of 1999, of previously capitalized start-up
         costs incurred by its joint venture investments, of $824,045 before the
         related tax benefit of $280,175.

4.       JOINT VENTURE INVESTMENTS

<TABLE>
<CAPTION>
                  1999                  DELAWARE       OREGON           MICHIGAN        CALIFORNIA
                                    -------------    ---------         ----------       ----------
         <S>                        <C>              <C>               <C>              <C>
         Total assets                 $  584,821     $  247,796        $ 4,287,169      $  17,075
         Total liabilities               193,633         37,917            106,957          3,075

         Revenues                      3,020,230        544,012               -              -
         Operating income (loss)       1,199,312        528,846            (36,138)       (14,073)
         Cumulative effect of change
           in accounting principle        (9,157)      (137,351)        (1,260,818)      (240,765)
         Net income                   $1,190,154     $  391,496        $(1,296,956)     $(254,838)


</TABLE>

<TABLE>
<CAPTION>
                  1998                 DELAWARE         OREGON          MICHIGAN        CALIFORNIA
                                    ------------     ----------        ----------       ----------
         <S>                        <C>              <C>               <C>              <C>

         Total assets               $1,024,249       $  565,450        $5,482,850       $ 260,067
         Total liabilities             774,144          173,092            45,020           9,302

         Revenues                    2,861,391          515,526              -                -
         Operating income (loss)     1,189,497          498,044            (4,244)         (28,511)
         Net income (loss)          $1,189,497       $  498,044        $   (4,244)       $ (28,511)

</TABLE>


                                      -7-

<PAGE>


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

FIRST QUARTER ENDED MARCH 31, 1999 COMPARED TO FIRST QUARTER ENDED MARCH 31, 
1998

         JOINT VENTURE INCOME. Joint Venture income increased $11,580, or 1.4%
for the first quarter ended March 31, 1999 as compared to the same period in
1998. This increase is due to improved operating results from the Oregon and
Delaware joint ventures offset by slightly larger losses from Michigan and
California.

         OREGON JOINT VENTURE. The Company's share of income from the Oregon
joint venture was $264,423, an increase of $15,401, or 6.2%, as compared to the
prior year period. This increase is due to continued growth in the market,
coupled with the introduction in March 1999 of "Wide-Area-Progressive" games
featuring a linked jackpot.

         DELAWARE JOINT VENTURE. The Company's share of income from the Delaware
joint venture was $599,656 for the first quarter ended March 31, 1999., compared
to $594,748 in the prior year. Several days of inclement weather, particularly
on busy weekend days, contributed to a relatively flat year over year
performance.

         CALIFORNIA AND MICHIGAN JOINT VENTURES. The Company's share of the loss
from the California and Michigan joint ventures increased by $8,729 during the
first quarter of 1999. The majority of the increase was due to increased
activities related to the Michigan venture with the Huron Potawatomi Tribe in
Battle Creek. The Company has begun to incur costs as it begins to assist the
Tribe in obtaining suitable land for its gaming facility. These joint venture
companies are still in the development stage and do not have operating revenues.

         GENERAL AND ADMINISTRATIVE EXPENSES. Non-Resort expenses for the three
months ended March 31, 1999 increased $128,711 as compared to the comparable
period in 1998. This increase is primarily due to increased payroll and legal
expenses associated with the Company's efforts to develop the Biloxi,
Mississippi project.

         INTEREST EXPENSE AND DEBT ISSUE COSTS. Interest expense and debt issue
costs decreased by $157,019 primarily due to the repayment of debt associated
with Deadwood Gulch Resort ("DGR"), and lower amounts outstanding on the line of
credit.

         INTEREST AND OTHER INCOME. Interest and other income decreased by
$22,109 in 1999 as compared to 1998 due primarily to the prepayment, in February
1998, of the Delaware LLC note receivable.

         INCOME TAX PROVISION. Income tax expense primarily represents state
taxes on the Company's earnings from its joint venture investments. For federal
tax purposes the Company has net operating loss carryforwards of approximately
$3,400,000, which may be carried forward to offset future taxable income. The
loss carryforwards expire in 2007 through 2018. The availability of the loss
carryforwards may be limited in the event of a significant change in ownership
of the Company or its subsidiaries.

         CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. In April 1998, The
Accounting Standards Executive Committee of the American Institute of Public
Accounting issued Statement of Position 98-5, "Reporting on the Costs of Start -
Up Activities." It requires that the costs of start-up activities that had been
previously capitalized, be expensed as incurred. Accordingly, during the first
quarter of 1999, the Company realized $824,045 of such costs that had been
previously incurred by its joint venture investments, net of the related tax
benefit of $280,175.

         DEADWOOD GULCH RESORT. In May 1998, the Company completed the sale of 
DGR and paid off the related outstanding indebtedness. There are no revenues or
expenses related to DGR in the first quarter of 1999. During the first quarter 
of 1998, DGR generated an operating loss of $65,828.



                                      -8-

<PAGE>
         LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 1999, the Company had cash and cash equivalents of
$315,429. For the three months ended March 31, 1999, cash of $161,750 was
provided by operating activities, as compared to $246,361 in the prior year
period. The decline is primarily due to the decrease in various current assets
of DGR prior to the sale. Net cash used in investing activities was $938,499,
primarily for options and deposits related to the Biloxi project, compared to
$3,131,830 in the prior year primarily for the acquisition of land for the
Biloxi project, partially offset by a decrease in receivables from joint
ventures, and receipt of a $300,000 nonrefundable deposit. There was no net cash
provided by financing activities during the current quarter as a temporary draw
on the line of credit was also repaid. In the comparable prior period,
$1,622,721 was provided by financing activities, the result of proceeds from
borrowings of $2,000,000, reduced by repayment of debt totaling $377,279. As a
result of the above factors, there was a net decrease in cash and cash
equivalents of $776,749 during the first quarter of 1999.

         On November 20, 1995, Full House merged a wholly-owned subsidiary into
Omega Properties, Inc. (30% owned by William P. McComas, a director /stockholder
of the Company). The shareholders of Omega received an aggregate of 500,000
shares of Full House Common Stock and a promissory note in the amount of
$375,000. The principal amount of this note accrued interest, payable quarterly,
at the "prime" rate, and such principal amount, together with accrued interest,
was payable upon demand of the holder of the note. William P. McComas received
the note and Mr. Fugazy, the other stockholder of Omega, received the shares.
This note was paid in full in 1998.

         On May 31, 1995, DGR borrowed $5 million, secured by its real property.
The note accrued interest at prime plus 2 1/4 %, with monthly installments of
principal and interest based on a ten-year amortization period, with the
remaining balance due on May 31, 2002. On May 12, 1998, the Company completed
the sale of DGR and used a portion of the proceeds to repay the outstanding
balance of $3,165,861.

         Full House is a party to a series of agreements with GTECH Corporation,
a leading supplier of computerized systems and services for
government-authorized lotteries, to jointly pursue certain gaming opportunities.
Pursuant to the agreements, joint venture companies equally owned by GTECH and
Full House have been formed. Full House has contributed its rights to the North
Bend, Oregon facility and the rights to develop the Torres Martinez,
Nottawaseppi Huron Band of Potawatomi and Delaware State Fair projects to the
joint venture companies. GTECH has contributed cash and other intangible assets
and has agreed to loan the joint venture entities up to $16.4 million to
complete the North Bend, Oregon and Delaware facilities. Full House has agreed
to guarantee one-half of the obligations of the joint venture companies to GTECH
under these loans and has guaranteed to GTECH one-half of a $2.0 million loan to
the North end, Oregon Indian Tribe. GTECH also provides project management,
technology and other expertise to analyze and develop/manage the implementation
of opportunities developed by the joint venture entities. GTECH has also loaned
Full House $3 million, which loan was convertible, until January 1998 into
600,000 shares of Full House Common Stock. The loan conversion clause expired
without exercise. The note bears interest at prime. Interest is paid monthly and
the unpaid principal and interest are due on January 25, 2001. In addition, Full
House has been reimbursed by one of the joint venture companies for certain
advances and expenditures made by Full House relating to the gaming development
agreements. As part of this transaction, Allen E. Paulson, William P. McComas
and Lee Iacocca have granted to GTECH an option to purchase their shares should
they propose to transfer the same. The parties are no longer required to present
gaming opportunities to the other for joint development.

         As a result of its agreements with GTECH, receipt by Full House of
revenues from the operations of joint venture projects is governed by the terms
of the related agreements applicable to such projects. These contracts provide
that net cash flow (after certain deductions) is to be distributed monthly to
Full House and GTECH. While Full House does not believe that this arrangement
will adversely impact its liquidity, the Company's continuing cash flow is
dependent on the operating performance of its joint ventures, and the ability to
receive monthly distributions.

         On February 23, 1998, the Company completed the purchase of a portion
of a proposed gaming site in Biloxi, Mississippi. The Company acquired the site
for $4,155,000 and the payment of certain related costs. The Company utilized
cash on hand of $2,155,000 and obtained a $2 million bank loan in connection
with the purchase. The bank loan was repaid in June 1998 using the proceeds of 
the DGR sale.

                                      -9-

<PAGE>


         Upon the payoff of the bank loan, the Company negotiated a $2 million
line of credit with the same bank. The line was renewed in February 1999. The
line bears interest at prime plus 1/2%, with interest payable monthly, and any
outstanding principal is due at maturity in February 2000. No amount was
outstanding at March 31, 1999.

         In November 1998, the Company executed a series of agreements with Hard
Rock Cafe International related to the proposed development project in Biloxi,
Mississippi. Pursuant to a licensing agreement, the Company has the right to
develop and operate a Hard Rock Casino in Biloxi. The Company agreed to pay a
territory fee of $2,000,000 in two installments. The first was paid in November
1998, and the second payment was due March 31, 1999. The Company has requested
an extension for the second payment as it continues to pursue financing for the
development.

         In September 1998, the Company and Allen Paulson formed a limited
liability company, equally owned, for the purpose of developing this project.
Mr. Paulson agreed to contribute a gaming vessel (the former Treasure Bay barge
in Tunica, MS.), and the Company agreed to contribute its rights to the Hard
Rock agreements. This entity plans to develop the Hard Rock - Biloxi and is
currently exploring various financing alternatives. The project, as currently
envisioned, is expected to cost between $250 and $300 million. Substantial
additional financing will be required for the Company to effect its business
strategy, and no assurance can be given that such financing will be available
upon commercially reasonable terms, or at all.

         As of March 31, 1999, Full House had cumulative undeclared and unpaid
dividends in the amount of $1,417,500 on the 700,000 outstanding shares of its
1992-1 Preferred Stock. Such dividends are cumulative whether or not declared,
and are currently in arrears.

YEAR 2000 ISSUES

         The Company has implemented a Year 2000 program to ensure that its
computer systems and applications will function properly beyond 1999. The
Company believes that it has allocated adequate resources for this purpose and
expects its Year 2000 date conversion program to be completed successfully on a
timely basis. Although the ability of third parties with whom the Company
transacts business to address their Year 2000 issues is outside the Company's
control, the Company is discussing with its joint venture partners, significant
vendors and customers the possibility of any interface difficulties which may
affect the Company.

         The Company has incurred approximately $10,000 to upgrade and replace
various hardware and software to address the Year 2000 issue, and does not
expect to incur any additional material costs. The Company has successfully
completed the testing of its critical internal systems.

         The Company's joint ventures have reviewed their critical systems and
upgraded as necessary. Although comprehensive testing has not yet been
completed, they believe that all critical systems are now compliant. Manual
procedures have been updated for use in the event of certain automated system
failures. The joint ventures continue to monitor the progress of significant
vendors in their efforts to address this issue and provide assurances concerning
their state of readiness. The ability to mitigate the impact of the failure of
certain vendors systems is limited.

                                      -10-


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         As of March 31, 1999, cumulative dividends were $1,417,500, which were
         undeclared, unpaid and were in arrears, with respect to the Company's
         Series 1992-1 Preferred Stock, which class ranks prior to the Company's
         Common Stock with regard to dividend and liquidation rights.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  27.1     Financial Data Schedule

         (b)      Reports on Form 8-K;

                  None

                                   SIGNATURES

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

                                       FULL HOUSE RESORTS, INC.

Date:  May 11, 1999

                                       By   /S/ GREGG R GIUFFRIA               
                                           ------------------------------------
                                           Gregg R. Giuffria, President and 
                                           Principal Operating Officer


                                      -11-

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                    DESCRIPTION
-------                    -----------

  27.1            Financial Data Schedule