<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

(Mark One)

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

For the quarterly period ended January 24, 1999
                               -----------------------------------------
 
(  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from
 
Commission File Number: 333-38093
                        ------------------------------------------------
 
    Isle of Capri Black Hawk L.L.C./Isle of Capri Black Hawk Capital Corp.
   ------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 
         Colorado                                         84-1422931
-------------------------------------------------------------------------------
  (State of Organization)                      (IRS Employer Identification No.)
 
   711 Washington Loop, Second Floor, Biloxi, Mississippi         39530
------------------------------------------------------------------------------
    (Address of principal executive offices)                      (Zip Code)


 
                                (228) 436-7000
-------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

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

                             Yes   X     No       
                                 ----       ----               
<PAGE>
 
                        ISLE OF CAPRI BLACK HAWK L.L.C.
                                   FORM 10-Q
                                     INDEX

Part I -  FINANCIAL  INFORMATION
 
          Item 1.   Financial Statements
                    Consolidated Balance Sheets,
                      January 24, 1999 (unaudited) and
                      April 26, 1998                                         1
                    Consolidated Statements of Operations
                      for the three months and nine months
                      ended January 24, 1999 and
                      January 25, 1998 and for the period
                      from April 25, 1997 (date of inception)
                      through January 24, 1999 (unaudited)                   2
                    Consolidated Statements of
                      Members' Equity (unaudited)                            3
                    Consolidated Statements of
                      Cash Flows for the nine months ended
                      January 24, 1999 and for the period from
                      April 25, 1997 (date of inception)
                      through January 24, 1999 (unaudited)                   4
                    Notes to Unaudited Consolidated
                      Financial Statements                                  5-9
 
          Item 2.   MANAGEMENT'S  DISCUSSION AND         
                    ANALYSIS  OF FINANCIAL  CONDITION
                    AND RESULTS OF OPERATIONS                              10-13
 
Part II - OTHER INFORMATION
 
          Item 1.   Legal Proceedings                                         14
          Item 2.   Changes in Securities                                     14
          Item 3.   Defaults Upon Senior Securities                           14
          Item 4.   Submission of Matters to a Vote of
                    Security Holders                                          14
          Item 5.   Other Information                                         14
          Item 6.   Exhibits and Reports on Form 8-K                          14
 
          SIGNATURES                                                          15
 
          EXHIBIT LIST                                                        16
<PAGE>
 
                        ISLE OF CAPRI BLACK HAWK L.L.C.
                          (DEVELOPMENT STAGE COMPANY)
                                        
                          CONSOLIDATED BALANCE SHEETS
                                (In Thousands)
                                        
<TABLE>
<CAPTION>
                                                                           January 24, 1999   April 26, 1998
                                                                           ----------------   --------------
                                                                              (Unaudited)
ASSETS
CURRENT ASSETS:
<S>                                                                        <C>                <C>
  Cash                                                                             $  5,783          $   547
  Accounts receivable                                                                 3,196            1,031
  Prepaid expenses                                                                      296               34
                                                                                   --------          -------
Total current assets                                                                  9,275            1,612
 
PROPERTY AND EQUIPMENT, NET                                                          79,756           40,942
 
OTHER ASSETS:
  Deferred financing costs, net of accumulated
     amortization of $1,003 and $481, respectively                                    3,846            4,375
  Deposits and other assets                                                             476               --
  Restricted cash                                                                     9,438           48,948
                                                                                   --------          -------
Total Assets                                                                       $102,791          $95,877
                                                                                   ========          =======
 
 
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
  Current maturities of long-term debt                                                  489          $    --
  Accounts payable - trade                                                            4,046            4,602
  Accounts payable - related                                                          6,592               --
 ACCRUED LIABILITIES:
  Interest                                                                            3,968            1,688
  Construction payables                                                               1,571            1,614
  Payroll and payroll related                                                           706               --
  Property and other taxes                                                              955               --
  Progressive jackpots and slot club awards                                             501               --
  Other                                                                                  55               --
                                                                                   --------          -------
TOTAL CURRENT LIABILITIES                                                            18,883            7,904
 
Long-term debt, net of current maturities                                            76,092           75,000
 
Members' Equity
  Member's equity - Casino America of Colorado, Inc.                                  3,661            7,121
  Member's equity - Blackhawk Gold, Ltd.                                              4,155            5,852
                                                                                   --------          -------
Total members' equity                                                                 7,816           12,973
                                                                                   --------          -------
 
TOTAL LIABILITIES AND MEMBERS' EQUITY                                              $102,791          $95,877
                                                                                   ========          =======
</TABLE>
                                                                                

           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       1
<PAGE>
 
                        ISLE OF CAPRI BLACK HAWK L.L.C.
                          (DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>

                                                 For the Three Months Ended        For the Nine Months Ended       April 25, 1997
                                              --------------------------------     ---------------------------- (date of inception)
                                                January 24,     January 25,         January 24,     January 25,       through   
                                                  1999             1998                1999            1998       January 24, 1999 
                                                  ----             ----                ----            ----       -----------------
<S>                                              <C>               <C>                <C>                <C>            <C>
REVENUE:
 Casino                                          $ 4,436                ---            $ 4,436            ---               $ 4,436
 Food, beverage and other                            231                ---                231            ---                   231
                                                 -------           --------            -------        -------               -------
Total revenue                                      4,667                ---              4,667            ---                 4,667
 
Operating expenses:
 Casino                                              568                ---                568            ---                   568
 Gaming taxes                                        952                ---                952            ---                   952
 Food and beverage                                   243                ---                243            ---                   243
 Facilities                                          237                ---                237            ---                   237
 Marketing and administrative                      1,995                ---              1,995            ---                 1,995
 Pre-opening                                       3,320                ---              3,320            ---                 3,320
 Depreciation and amortization                       234                ---                234            ---                   234
                                                 -------           --------            -------        -------               -------
Total operating expenses                           7,549                ---              7,549            ---                 7,549
                                                 -------           --------            -------        -------               -------

Operating loss                                    (2,882)               ---             (2,882)           ---                (2,882)


Interest expense, net of capitalized              
 interest of $1,634, $688, $4,849
 and $1,096, respectively                         (1,224)            (1,813)            (3,037)        (3,282)               (8,058)
Interest income                                      223                570                762          1,251                 3,751
                                                 -------           --------            -------        -------               ------- 

Net loss                                         $(3,883)           $(1,243)           $(5,157)       $(2,031)              $(7,189)
                                                 =======           ========            =======        =======               =======
</TABLE>
                                                                                

           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       2
<PAGE>
 
                        ISLE OF CAPRI BLACK HAWK L.L.C.
                          (DEVELOPMENT STAGE COMPANY)
                                        
                   CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
                                 (IN THOUSANDS)
                                        
<TABLE>
<CAPTION>
                                                     CASINO AMERICA OF     BLACKHAWK         TOTAL
                                                       COLORADO, INC.     GOLD, LTD.    MEMBERS' EQUITY
                                                     ------------------   -----------   ----------------
<S>                                                  <C>                  <C>           <C>
BALANCE, APRIL 25, 1997 (DATE OF INCEPTION)                 $     ---      $     ---          $     ---
  Capital contribution development costs                           317           ---                317
  Capital contribution - cash                                    7,084           ---              7,084
  Capital contribution - land                                      100         7,504              7,604
  Equity transfer                                                  833          (833)               ---
  Net loss                                                      (1,213)         (819)            (2,032)
                                                               -------       -------            -------
 
BALANCE, APRIL 26, 1998                                          7,121         5,852             12,973
  Equity transfer (unaudited)                                     (500)          500                ---
  Net loss (unaudited)                                          (2,960)       (2,197)            (5,157)
                                                               -------       -------            -------
 
BALANCE, JANUARY 24, 1999 (UNAUDITED)                          $ 3,661       $ 4,155            $ 7,816
                                                               =======       =======            =======
</TABLE>
                                                                                


           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<PAGE>
 
                        ISLE OF CAPRI BLACK HAWK L.L.C.
                          (DEVELOPMENT STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                              APRIL 25, 1997 
                                                                                       NINE MONTHS         (DATE OF INCEPTION) 
                                                                                          ENDED                   THROUGH
                                                                                    JANUARY 24, 1999          JANUARY 24, 1999
                                                                                    -----------------       -------------------
                                                                                                      
<S>                                                                                 <C>                      <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                                    $ (5,157)             $ (7,189)
Adjustments to net loss:
    Depreciation and amortization                                                                234                   234
    Amortization of deferred financing costs                                                     522                 1,003
    Accounts receivable                                                                       (2,165)               (3,196)
    Prepaid expenses and other                                                                  (642)                 (677)
    Accounts payable & accrued liabilities                                                    10,489                16,701
                                                                                            --------              --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                      3,281                 6,876
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
Purchase of property and equipment                                                           (39,048)              (70,195)
Decrease (increase) in restricted cash                                                        39,510                (9,438)
                                                                                            --------              --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                              462               (79,633)
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
Proceeds from debt                                                                             1,486                73,486
Deferred financing costs                                                                           7                (1,634)
Principal payment on debt & cash paid for refinancing                                            ---                  (396)
Capital contribution received                                                                    ---                 7,084
                                                                                            --------              --------
Net Cash Provided by Financing Activities                                                      1,493                78,540
Net increase in cash                                                                           5,236                 5,783
Cash, beginning of period                                                                        547                   ---
                                                                                            --------              --------
Cash, end of period                                                                            5,783                 5,783
                                                                                            ========              ========
 
Supplemental disclosures for cash flow information:
 
CASH PAID FOR INTEREST:
   Net cash paid for interest                                                                  5,607                 5,607
 
Supplemental schedule of non-cash investing and financing activities:
 
   Property and equipment funded through accounts payable                                         43                    43
   Discount on notes payable                                                                      95                    95
</TABLE>
                                                                                


           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>
 
                        ISLE OF CAPRI BLACK HAWK L.L.C.
                          (DEVELOPMENT STAGE COMPANY)
                                        
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Summary of Significant Accounting Policies

          Organization and Basis of Presentation

          On April 25, 1997 ("Date of Inception"), Isle of Capri Black Hawk
          L.L.C. (the "Company"), a Colorado limited liability company, was
          formed.  The Company is owned by Casino America of Colorado, Inc.
          ("Casino America of Colorado"), a wholly owned subsidiary of Isle of
          Capri Casinos, Inc. ("IOC-Corp."), and Blackhawk Gold, Ltd.
          ("Blackhawk Gold"), a wholly owned subsidiary of Nevada Gold and
          Casinos, Inc. ("Nevada Gold").  The principal purpose of the Company
          has been to develop and operate a casino entertainment complex in
          Black Hawk, Colorado (the "Isle-Black Hawk"), which opened December
          30, 1998.  Prior to December 30, 1998, the Company was a Development
          Stage Company and had not commenced gaming operations.

          On August 20, 1997, the Company and Isle of Capri Black Hawk Capital
          Corp. ("Capital Corp."), a wholly owned subsidiary of the Company that
          has no operations, assets or liabilities, issued $75,000,000 of 13%
          First Mortgage Notes (the "Notes") due 2004 with Contingent Interest
          in order to finance the construction and development of the Isle -
          Black Hawk.

          The rights and obligations of Casino America of Colorado and Blackhawk
          Gold are governed in part by the Amended and Restated Operating
          Agreement of the Company (the "Agreement") dated as of July 29, 1997.
          The Agreement provides that the Company will continue until December
          31, 2096, or until such date that dissolution may occur.  Pursuant to
          the Agreement, Casino America of Colorado contributed cash, land
          purchase rights and development costs to the Company and Blackhawk
          Gold contributed land to the Company.

          On July 29, 1997, Casino America of Colorado, IOC-Corp., Blackhawk
          Gold and Nevada Gold also entered into a Members Agreement (the
          "Members Agreement") which addressed the development of the Isle-Black
          Hawk, management of the Company, additional capital contributions, and
          other matters.  On August 20, 1997, pursuant to the Members Agreement,
          Casino America of Colorado purchased from Blackhawk Gold a 4.2%
          ownership interest (the "Transferred Interest") in the Company for
          $700,000, and Blackhawk Gold had 180 days within which to reacquire
          all or a portion of the Transferred Interest for $700,000, together
          with interest.  In addition, pursuant to the Members Agreement,
          Blackhawk Gold had the right to sell up to an additional 4.8%
          ownership interest in the Company to Casino America of Colorado (the
          "Put"), for up to $800,000, and to repurchase, within 180 days, any
          ownership interest sold pursuant to the Put, with the repurchase price
          being the price for which such ownership interest was sold, together
          with interest.  On November 13, 1997, pursuant to the Put, Casino
          America of Colorado purchased an additional .8% ownership interest
          from Blackhawk Gold for $133,333.  On February 16, 1998, pursuant to
          the Put, Casino America of Colorado acquired an additional 4.0%
          ownership interest from Blackhawk Gold for $666,000, exhausting
          Blackhawk Gold's right to sell any additional ownership interest
          pursuant to the Put. Simultaneously, Blackhawk Gold repurchased from
          Casino America of Colorado a 4.0% ownership 

                                       5
<PAGE>
 
          interest out of the Transferred Interest for $714,000, which included
          interest. On August 17, 1998, Blackhawk Gold exercised its right to
          reacquire from Casino America of Colorado 3.0% in the Company, out of
          the 4.0% which was conveyed to Casino America of Colorado on February
          16, 1998, for $500,000 which included interest. As a result, following
          the transfers discussed above, Casino America of Colorado has an
          ownership interest in the Company of 57% and Blackhawk Gold has an
          ownership interest in the Company of 43%. Profits and losses of the
          Company are allocated in proportion to ownership interests.

          The accompanying unaudited consolidated financial statements 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, consisting of normal
          recurring adjustments, considered necessary for a fair presentation
          have been included.  Operating results for the period from April 27,
          1998 through January 24, 1999 are not necessarily indicative of the
          results that may be expected for the fiscal year ending April 25,
          1999.  For further information, refer to the Company's Form S-4
          Registration Statement, filed with the Securities and Exchange
          Commission, registration no. 333-38093.

          Use of Estimates

          The preparation of financial statements in conformity with generally
          accepted accounting principles necessarily requires management to make
          estimates and assumptions that affect the reported amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the financial statements as well as revenues and expenses
          during the reporting period.  Actual amounts when ultimately realized
          could differ from those estimates.

          Cash equivalents

          The Company considers all highly liquid investments with a maturity at
          the time of purchase of six months or less to be cash equivalents.  As
          of January 24, 1999 and April 26, 1998 there were no cash equivalents.

          Pre-opening costs

          Pre-opening costs represent benefits, training, marketing and other
          non-capitalizable costs necessary to open the casino entertainment
          complex. These costs were initially capitalized and then expensed when
          the related business commenced operations on December 30, 1998. The
          Company recognized pre-opening costs of $3.3 million of which $0.9 
          million relates to salaries and wages and $2.4 million relates to
          general operating expenses. From inception through the date operations
          commenced, the Company's sole business activity was developing the
          Isle-Black Hawk.

          Income Taxes

          No provision for federal or state income taxes is recorded in the
          financial statements as income taxes are the responsibilities of the
          individual members.

                                       6
<PAGE>
 
          Certain significant risks and uncertainties

          Gaming regulation licensing.  The Company was awarded its license to
          conduct gaming operations in the State of Colorado on October 16,
          1998.  Such licensing and qualifications will be reviewed periodically
          by the gaming authorities in Colorado.

          Competition.  The Black Hawk/Central City, Colorado market has many
          established casinos.  The market is highly competitive and other
          significant development projects are currently being planned or are
          under construction.

          Revenue and promotional allowances

          Casino revenue is the net win from gaming activities which is the
          difference between gaming wins and losses.  Casino revenues are
          presented net of accruals for the anticipated payouts of progressive
          electronic gaming device jackpots.  Revenue does not include the
          retail amount of food, beverage, and other items provided gratuitously
          to customers.  The cost of providing such complimentary services is
          included in casino expense.


Note 2.   Property and equipment

          Property and equipment is recorded at cost except for land contributed
          by Blackhawk Gold, which is recorded at its appraised value.
          Depreciation began accumulating upon the commencement of gaming
          operations and is computed using the straight-line method over the
          estimated useful lives of the property and equipment, ranging from 5 -
          25 years.

Note 3.   Other assets

          Restricted cash - represents cash proceeds from the sale of the Notes
          held in trust by IBJ Schroder Bank and Trust in New York, as trustee.
          These funds are held in three separate accounts (Construction
          Disbursement, Completion Reserve and Interest Reserve), with usage
          restricted by an indenture between the Company and the trustee, dated
          August 20, 1997 in connection with the issuance of the Notes (the
          "Indenture").  Amounts in the Construction Disbursement Account, equal
          to approximately $4.1 million at January 24, 1999, will be used
          to complete the construction of the Isle - Black Hawk. Amounts in the
          Completion Reserve Account, approximately $0.9 million, will be used
          in the event there are insufficient funds in the Construction
          Disbursement Account to complete the Isle - Black Hawk. Amounts in the
          Interest Reserve Account, approximately $4.5 million, were
          subsequently used to pay the February 28, 1999 fixed interest payment
          on the Notes.

          Deferred financing costs -  are being amortized over the life of the
          Notes commencing on the date of issuance, August 20, 1997.

Note 4.   Long-term debt

          Long-term debt consists primarily of $75,000,000 of 13% First Mortgage
          Notes with Contingent Interest, due August 31, 2004. Interest on the 
          Notes is payable semiannually on February 28 and August 31 of each
          year, commencing February 28, 1998. Additionally, contingent interest
          is payable on the Notes on each interest payment date, in an aggregate
          principal amount
                                       7
<PAGE>
 
          of 5% of the Company's Consolidated Cash Flow (as defined in the
          Indenture), provided that no Contingent Interest shall be payable, 
          with respect to the period prior to commencement of operations and
          may, under certain circumstances, be deferred.

          The Notes are redeemable at the option of the Company, in whole or in
          part, at any time on or after August 1, 2001 at the redemption prices
          (expressed as percentages of principal amount) set forth below plus
          accrued and unpaid interest to the redemption date, if redeemed during
          the 12-month period beginning on August 31 of the years indicated
          below:

                     Year                                   Percentage
                     ----                                   ----------
                     2001...............................      106.5%
                     2002...............................      103.2%
                     2003 and thereafter................      100.0%

          Beginning with respect to the four fiscal quarters ending January, 
          2000, the Company will be required to offer to purchase, at the price
          of 101% of the aggregate principal amount thereof, the maximum
          principal amount of the Notes that may be purchased with 50% of the
          Company's Excess Cash Flow, as defined in the Indenture.

          Substantially all of the Company's assets are pledged as collateral
          for long-term debt. At January 24, 1999, the Company was in compliance
          with all debt covenants.

          On October 17, 1997, the Company filed a Registration Statement on
          Form S-4 (registration number 333-38093) relating to an exchange offer
          for the Notes.  The Registration Statement was declared effective by
          the Commission on December 22, 1997, and the exchange offer was
          consummated on January 21, 1998.  The exchange offer was accepted by
          the holders of all of the Notes.

          On July 31, 1998, the Company secured financing from a third party in
          the amount of $1.6 million to purchase furniture, fixtures and
          equipment for the Isle of Capri - Black Hawk.  The remainder of the
          furniture, fixtures and equipment needed for the Isle-Black Hawk was
          acquired through operating leases with the same third party.

          The Company has posted a letter of credit as a requirement to obtain a
          building permit from the City of Black Hawk (the "City"). The letter
          of credit, totaling $2.1 million, can be drawn upon by the City if for
          any reason the Company fails to fulfill its obligations under its
          subdivision agreement with the City, which includes making certain
          public improvements and constructing a hotel containing a minimum of
          100 rooms within specified time periods. The letter of credit is
          secured by a deposit held in trust of $1.1 million, which was funded
          by the IOC Corp., and the balance is secured by the IOC-Corp.'s open
          line of credit with a bank.

Note 5.   Related Party Transactions

          Completion Capital Commitment.  IOC-Corp. had provided a Completion
          Capital Commitment pursuant to which it had committed to contribute to
          the Company up to $5.0 million in the event that such amounts are
          necessary to cause the Isle-Black Hawk to commence operations on or
          before April 1, 1999, or if the Isle-Black Hawk has not begun
          operating by such date.  This Commitment expired on December 30, 1998,
          upon the commencement of the Company's operations.  No amounts were
          funded under this Commitment.

          Management Agreement.  On April 25, 1997, the Company entered into a
          Management Agreement, which was subsequently amended and restated on
          July 29, 1997 (the "Management Agreement"), with IOC-Corp., which will
          manage the casino entertainment complex in exchange for a fee.  The
          management fee is equal to two percent of revenue, plus ten percent of
          operating income, but not to exceed four percent of revenue.  The
          management fee became effective upon commencement of casino
          operations.

                                       8
<PAGE>
 
          Lease Agreement.  On January 2, 1998, Casino America of Colorado
          acquired approximately 0.7 acres of property contiguous to the
          property being developed by the Isle-Black Hawk for expansion of
          entrance and signage (the "Acquired Property").  On January 2, 1998,
          the Company, as lessee, entered into a Lease Agreement with Casino
          America of Colorado for the Acquired Property and will utilize the
          Acquired Property in developing the Isle-Black Hawk.  The lease
          payment consists of $102,000 paid upon the inception of the lease and
          $17,000 per month, commencing July 15, 1998, and continuing until
          December 31, 2002, and thereafter on a year to year basis.  During the
          term of the lease, the Company has the right to purchase the property
          for $1,500,000 plus all interest and out-of-pocket costs that Casino
          America of Colorado incurred in connection with the purchase and
          ownership of the land, less any payments made by the Company, as
          lessee.

                                       9
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in
its entirety by, the Company's financial statements, including the notes
thereto, and other financial information included elsewhere in this report.

The following discussion includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  In particular,
statements concerning the effects of increased competition in the Company's
market, the Company's construction activities and the Company's possible plans
to develop a hotel at its facility, are forward-looking statements.  Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, there can be no assurance that such expectations are
reasonable or that they will be correct.  Actual results may vary materially
from those expected.  Important factors that could cause actual results to
differ with respect to the Company's planned capital expenditures and results of
operations principally include a lack of available capital resources,
construction and development risks such as cost overruns, shortages of materials
and labor, unforeseen delays resulting from weather interference, failure to
obtain necessary approvals, further development of the competitive environment 
in, or saturation of the Black Hawk market, environmental issues and changes in
gaming laws and regulations in the jurisdiction in which the Company operates.
Other important factors that could cause the Company's actual results to differ
materially from expectations are discussed under "Risk Factors" in the Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission, registration no. 333-38093.


GENERAL

The Company was organized in April 1997 and was initially capitalized with cash
contributions from its members in the aggregate amount of $1,000.  Until the
Isle-Black Hawk commenced operations on December 30, 1998, the Company's
activities had been limited to applying for certain necessary permits, licenses
and approvals to enable it to construct and operate the Isle-Black Hawk;
arranging for the design, construction and financing of the Isle-Black Hawk;
coordinating the contribution to the Company of the property on which the Isle-
Black Hawk will be developed and other capital contributions; and conducting
excavation at the site in preparation for construction.  The Isle-Black Hawk
commenced operations on December 30, 1998 and includes a 55,000 square foot
gaming facility featuring approximately 1,100 slot machines, 14 table games and
on-site covered parking for approximately 1,000 vehicles, and various other
amenities, including a Farraddays'(R) restaurant, Calypso's(R) buffet and 
Tradewinds(R) deli. The Company intends to build a hotel in conjunction with the
Isle-Black Hawk which, pursuant to an amendment to the Company's Subdivision
Agreement with the City of Black Hawk, must contain a minimum of 100 rooms. The
Company's commitment to build the hotel is secured by a letter of credit in the
amount of approximately $2.1 million. The Company is currently examining
alternatives with respect to the need to secure financing for the development of
the hotel.

The following discussion relates to the period for the three fiscal months and
the nine fiscal months ended January 24, 1999 and will not be compared to prior
year results since the Company does not have any historical operating results
other than interest expense on the Company's outstanding indebtedness, interest
income on the Company's restricted cash, the receipt of certain capital
contributions and the capitalization of certain costs.

The Company believes that its historical results will not be indicative of
future results of operations because the Company had no prior operating history
and due to the many economic, regulatory and competitive uncertainties and
contingencies, any of which are beyond the control of the Company.

                                       10
<PAGE>
 
RESULTS OF OPERATIONS

The Company, having only recently commenced operations, does not have any
historical operating results for comparable purposes other than interest expense
on the Company's outstanding indebtedness, interest income on the Company's
restricted cash, the receipt of certain capital contributions and the
capitalization of certain costs, consisting primarily of license and permit
application costs. The Company commenced operations on December 30, 1998. While
the Company believes that the Isle-Black Hawk will be able to attract a
sufficient number of patrons and achieve the level of activity and revenues
necessary to permit the Company to meet its payment obligations, including with
respect to the Notes, there can be no assurance that the Company will be able to
achieve these results.  Isle of Capri Black Hawk Capital Corp. ("Capital Corp.")
is a wholly owned subsidiary of the Company and was incorporated for the sole
purpose of serving as co-issuer of the Notes in order to facilitate the
Offering.  Capital Corp. will not have any operations or material assets and
will not have any revenues.

Three and Nine Fiscal Months Ended January 24, 1999.

The Isle-Black Hawk opened for business December 30, 1998.

Total revenue for the quarter ended January 24, 1999 was $4.7 million, which
included $4.5 million of casino revenue and $0.2 million of food, beverage and
other revenue.  Revenue does not reflect the retail value of any
complimentaries.

Casino operating expenses for the quarter ended January 24, 1999 totaled $0.6
million or 13% of casino revenue.  These expenses were primarily comprised of
salaries, wages and benefits, and other operating expenses of the casino.

State and local gaming taxes paid in Colorado totaled $1.0 million for the
quarter ended January 24, 1999, in line with the applicable taxes assessed by
the state and local governing bodies.

Food, beverage and other expenses totaled $0.2 million, or 100% of food,
beverage and other revenues, for the quarter ended January 24, 1999.  These
expenses are comprised primarily of the cost of goods sold, salaries, wages and
benefits and the operating expenses of these departments.

Facilities expenses totaled $0.2 million for the three months ended January 24,
1999.  These expenses include salaries, wages and benefits, operating expenses
of the housekeeping and general maintenance of the property.

Marketing and administrative expenses totaled $2.0 million, or 43% of total
revenues for the quarter ended January 24, 1999.  Marketing expenses included
salaries, wages and benefits of the marketing and sales department as well as
promotions, advertising, special events and entertainment.  Administrative
expenses included administration and human resource department expenses, rent,
new development activities, professional fees and property taxes.

Upon the commencement of operations, the Company recognized pre-opening expenses
of $3.3 million.  These expenses include pre-opening payroll, marketing and
other administrative costs.

Depreciation expense was $0.2 million for the quarter ended January 24, 1999.
These expenses relate to property and equipment placed in service upon the
commencement of operations.

Interest expense was $1.2 million and $3.0 million for the three months and nine
months ended January 24, 1999, respectively, net of capitalized interest of $1.6
million and $4.8 million, respectively.  Interest income was $0.2 million and
$0.8 million for the three months and nine 

                                       11
<PAGE>
 
months respectively ended January 24, 1999. The Company had a net loss of $3.9
million and $5.2 million for the three and nine months ended January 24, 1999 
respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's initial development expenses were incurred by its members as
provided in the Members Agreement and capitalized on the closing date of the
sale of the First Mortgage Notes. The Company funded the continued development
of the Isle-Black Hawk from a combination of (i) previous equity contributions
(primarily real estate and up to $1.0 million of cash and third party
development costs) valued at approximately $15.4 million, (ii) net proceeds of
$72.0 million from the sale of the First Mortgage Notes, which were deposited
and invested as set forth in the Cash Collateral and Disbursement Agreement,
(iii) furniture, fixtures and equipment financing in the amount of $1.6 million,
and (iv) net proceeds of approximately $2.4 million from the issuance of public
improvement bonds issued by the Black Hawk Special Improvement District in
August, 1998. The Company did not exercise an option under the Design/Build
Agreement to construct a 118-room hotel; however, the Company intends to
construct a hotel at the site of the Isle-Black Hawk at a later date which,
pursuant to an amendment to the Company's subdivision agreement with the City of
Black Hawk, must commence construction on or before June 15, 1999 and be
completed within 22 months of the commencement of construction. The hotel must
contain a minimum of 100 rooms. The Company's commitment to build the hotel is
secured by a letter of credit in the amount of approximately $2.1 million. As of
the date of this filing, no definitive arrangements have been made with respect
to financing the construction of the hotel.

At January 24, 1999, the Company had cash of $5.8 million.  During the one month
of operations ended January 24, 1999, the Company's operating activities
provided $3.3 million of cash.

The Company invested $39.0 million in property and equipment in the first nine
months of fiscal 1999, primarily for the development of the Isle-Black Hawk,
which opened December 30, 1998.

An important component of the Company's operating strategy is to develop, open
and operate a hotel facility at its gaming facility in order to attract
additional gaming patrons and encourage longer visits to and a greater level of
play at the Company's casino.

The Company expects that available cash and cash from future operations, as well
as financing arrangements, not yet finalized, will be adequate to fund the hotel
expansion, debt service and working capital requirements.  The financing is 
expected to include additional capital contributions and the incurrence of 
additional indebtedness. However, no assurance can be made that the Company will
have sufficient capital resources to make all of the expenditures described
above or such capital investments that may be necessary to remain competitive in
the Company's market.

YEAR 2000 COMPLIANCE

The Company is currently in the process of evaluating its information technology
infrastructure for Year 2000 issues (i.e., computer applications that use only
two digits to identify a year and could produce erroneous results after the 
Year 2000). The evaluation included inquiries to the vendors of various hardware
and software products. Most of the Company's information technology
infrastructure are currently Year 2000 compliant, and the Company has received
assurances that it believes to be reasonable from the vendors of material
products used by the Company that their products are compliant. As of this date,
the Company's assessment does not indicate that any material costs will be
incurred to modify its information technology infrastructure in order to be Year
2000 compliant, as all software needed will be provided by the respective
information technology vendor at no charge to the Company. The Company expects
to have all software modifications in place by mid-1999. The Company and its
results of operations and financial condition could be materially and adversely
affected by a failure of one or more of the third parties with whom it does
business to satisfactorily address and resolve any Year 2000 issues discovered
in the future on a timely basis. In addition, Year 2000 difficulties, if any,
experienced by public utilities, the banking system, the postal system

                                       12
<PAGE>
 
or other similar infrastructure enterprises could adversely affect the Company.
However, the Company believes that the impact of such problems on the Company
would be the same as on other businesses in the same area or areas. The Company
believes these risks range from slight financial malfunctions, and in a worst 
case scenario, extensive and costly inability to communicate with customers and
suppliers. The Company believes it can not be certain there will not be a
material effect on the Company's result of operations, liquidity or financial
condition until the Company has substantially completed the evaluation process.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issues and although all phases of the program are not yet
complete, the Company feels confident this will occur.

The Company has no contingency plan in place at this time in the event it does
not complete all phases of the Year 2000 program.  The Company plans to evaluate
the status of completion in mid-1999 and determine whether such a plan is
necessary.

                                       13
<PAGE>
 
                                 PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders  - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K -

     A.   Exhibits

          A list of exhibits included as part of this Form 10-Q is set forth in
          the Exhibit Index that immediately precedes such exhibits, which is
          incorporated herein by reference.

     B.  Reports on Form 8-K

          During the quarter ended January 24, 1999, the Company filed the
          following reports on Form 8-K:

          None.

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<PAGE>
 
                                 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.

                              ISLE OF CAPRI BLACK HAWK L.L.C.


Dated: March 9, 1999          By:  /s/ Rexford A. Yeisley
                                   ------------------------------------
                                  Rexford A. Yeisley
                                  Chief Financial Officer & Treasurer
                                  (Duly Authorized Officer and
                                  Principal Financial Officer
                                  and Accounting Officer)

                                       15
<PAGE>
 
                                 INDEX TO EXHIBITS




EXHIBIT NUMBER                        DESCRIPTION
--------------                        -----------


     27                            Financial Data Schedule

                                       16