<PAGE>   1

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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

    For the quarterly period ended December 31, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    EXCHANGE ACT

    For the transition period from ___________ to ___________


                         Commission File Number: 0-11532


                          VENTURE CATALYST INCORPORATED
        (Exact name of small business issuer as specified in its charter)

                  Utah                                      33-0618806
                  ----                                      ----------
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

        16868 Via Del Campo Court, Suite 200, San Diego, California 92127
                    (Address of principal executive offices)

                    Issuer's telephone number: (858) 385-1000

                  Former Name: Inland Entertainment Corporation
              (Former name, former address and former fiscal year,
                         if changed since last report)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

        State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: as of February 4, 2000,
5,102,286 shares of common stock, $.001 par value per share, were outstanding.

        Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]

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

<PAGE>   2

                          VENTURE CATALYST INCORPORATED
                                   FORM 10-QSB
                     FOR THE PERIOD ENDED DECEMBER 31, 1999

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                          Number
                                                                          ------
<S>                                                                       <C>
PART I. FINANCIAL INFORMATION

    ITEM 1.  FINANCIAL STATEMENTS (Unaudited):

             Consolidated Balance Sheets -
             December 31, 1999 and June 30, 1999 ..........................  3

             Consolidated Statements of Operations -
             Three months ended December 31, 1999 and 1998 ................  4
             Six months ended December 31, 1999 and 1998 ..................  5

             Consolidated Statements of Cash Flows -
             Six months ended December 31, 1999 and 1998 ..................  6

             Notes to Interim Consolidated Financial Statements ...........  7

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                OR PLAN OF OPERATION ...................................... 14

PART II. OTHER INFORMATION

    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .......... 24

    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ............................. 25

SIGNATURES ................................................................ 26
</TABLE>


                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.



                          VENTURE CATALYST INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 31, 1999 AND JUNE 30, 1999

<TABLE>
<CAPTION>
                                                                                December 31, 1999         June 30, 1999
                                                                                -----------------         -------------
                                                                                   (Unaudited)
                                                       ASSETS
<S>                                                                                <C>                     <C>
CURRENT ASSETS:
  Cash and cash equivalents .............................................          $ 4,592,379             $ 9,285,928
  Accounts receivable, net ..............................................              584,270                 344,059
  Prepaid expenses and other current assets .............................              791,293                 127,935
  Due from Barona Casino - expansion project ............................            6,300,146               3,190,146
                                                                                   -----------             -----------
          Total current assets ..........................................           12,268,088              12,948,068

NON-CURRENT ASSETS:
  Restricted cash and other investments .................................            2,053,569               2,144,393
  Employee and other receivables (net of allowance of $165,279) .........              255,858                 265,134
  Property, plant and equipment, net ....................................              979,384               1,073,111
  Deferred contract costs, net ..........................................            2,849,659               3,184,915
  Available-for-sale securities, net ....................................            1,153,096                      --
  Deferred taxes, net ...................................................              427,071                 171,070
  Goodwill and other intangibles, net of amortization ...................            3,303,418               3,424,179
  Deposits and other assets .............................................              161,484                 422,984
                                                                                   -----------             -----------
          Total non-current assets ......................................           11,183,539              10,685,785
                                                                                   -----------             -----------
          Total assets...................................................          $23,451,627             $23,633,853
                                                                                   ===========             ===========

                                        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Advances of future consulting fees -- Barona Casino ...................          $ 3,576,500             $ 2,603,457
  Current portion of long-term debt .....................................            1,566,667                 400,000
  Accounts payable and accrued expenses .................................              984,808               1,440,349
  Deferred revenues .....................................................              164,537                 125,072
  Income taxes payable ..................................................                   --                 386,745
                                                                                   -----------             -----------
          Total current liabilities .....................................            6,292,512               4,955,623

LONG-TERM DEBT, LESS CURRENT PORTION ....................................            8,733,333               9,900,000
                                                                                   -----------             -----------
          Total liabilities .............................................           15,025,845              14,855,623

SHAREHOLDERS' EQUITY:
  Common stock, $.001 par value, 100,000,000 shares authorized
    and 4,843,586 shares issued and outstanding .........................                4,844                   4,754
  Additional paid in capital ............................................            1,688,551               1,297,808
  Retained earnings .....................................................            6,578,019               7,475,668
  Accumulated unrealized holding gains, net of deferred taxes ...........              246,035                      --
  Deferred compensation .................................................              (91,667)                     --
                                                                                   -----------             -----------
          Total shareholders' equity ....................................            8,425,782               8,778,230
                                                                                   -----------             -----------
          Total liabilities and shareholders' equity ....................          $23,451,627             $23,633,853
                                                                                   ===========             ===========
</TABLE>


                                       3
<PAGE>   4

                          VENTURE CATALYST INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             1999                1998
                                                          -----------         ----------
<S>                                                       <C>                 <C>
REVENUE:
     Indian gaming consulting ....................        $ 1,037,000         $3,123,000
     Web-site development ........................            523,627            286,094
     Other .......................................            271,355            102,485
                                                          -----------         ----------
                                                            1,831,982          3,511,579
                                                          -----------         ----------
OPERATING EXPENSES:
     Compensation and benefits ...................          1,555,099          1,400,304
     General and administrative expenses .........          2,156,710          2,646,865
     Amortization of intangible assets and
      stock-based compensation ...................            283,937            289,952
                                                          -----------         ----------
                                                            3,995,746          4,337,121
                                                          -----------         ----------
Operating loss ...................................         (2,163,764)          (825,542)

OTHER INCOME AND (EXPENSE):
     Interest income .............................            125,464            178,744
     Interest expense ............................           (237,500)          (187,500)
                                                          -----------         ----------
                                                             (112,036)            (8,756)
                                                          -----------         ----------
Loss before income taxes .........................         (2,275,800)          (834,298)
Income tax (benefit) provision ...................           (858,364)            65,000
                                                          -----------         ----------
Net loss .........................................        $(1,417,436)        $ (899,298)
                                                          ===========         ==========
Net loss per share - basic .......................        $      (.30)        $     (.19)
                                                          ===========         ==========
Net loss per share - diluted .....................        $      (.30)        $     (.19)
                                                          ===========         ==========

Shares used in the computation of net loss
     per share - basic ...........................          4,773,451          4,710,312
                                                          ===========         ==========
Shares used in the computation of net loss
     per share - diluted .........................          4,773,451          4,710,312
                                                          ===========         ==========
</TABLE>


                                       4
<PAGE>   5

                          VENTURE CATALYST INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE SIX MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       1999               1998
                                                                   -----------         ----------
<S>                                                                <C>                 <C>
REVENUE:
     Indian gaming consulting .............................        $ 4,221,000         $6,220,099
     Web-site development .................................          1,346,623            449,202
     Other ................................................            412,408            172,039
                                                                   -----------         ----------
                                                                     5,980,031          6,841,340
                                                                   -----------         ----------
OPERATING EXPENSES:
     Compensation and benefits ............................          3,014,168          2,564,517
     General and administrative expenses ..................          3,576,351          4,467,218
     Amortization of intangible assets and stock-based
      compensation ........................................            556,541            503,089
                                                                   -----------         ----------
                                                                     7,147,060          7,534,824
                                                                   -----------         ----------

Operating loss ............................................         (1,167,029)          (693,484)

OTHER INCOME AND (EXPENSE):
     Interest income ......................................            269,349            349,155
     Interest expense .....................................           (433,333)          (333,333)
                                                                   -----------         ----------
                                                                      (163,984)            15,822
                                                                   -----------         ----------
Income before income taxes ................................         (1,331,013)          (677,662)

Income tax (benefit) provision ............................           (433,364)           132,000
                                                                   -----------         ----------

Net loss ..................................................        $  (897,649)        $ (809,662)
                                                                   ===========         ==========

Net loss per share - basic ................................        $      (.19)        $     (.18)
                                                                   ===========         ==========
Net loss per share - diluted ..............................        $      (.19)        $     (.18)
                                                                   ===========         ==========

Shares used in the computation of net loss
     per share - basic ....................................          4,763,619          4,463,678
                                                                   ===========         ==========
Shares used in the computation of net loss
     per share - diluted ..................................          4,763,619          4,463,678
                                                                   ===========         ==========
</TABLE>


                                       5
<PAGE>   6

                          VENTURE CATALYST INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                1999                1998
                                                                            -----------         -----------
<S>                                                                         <C>                 <C>
Net cash (used in) operating activities:
  Net loss .........................................................        $  (897,649)        $  (809,662)
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization .................................            711,979             604,146
     Provision for bad debts .......................................             12,500             110,000
     Write-off of asset classified as other asset ..................             80,000                  --
     Deferred taxes ................................................           (434,164)            (13,000)
     Compensation for granting of non-employee stock options .......             23,333              48,000
     Due from Barona Casino - expansion project ....................         (3,110,000)           (966,040)
     Equity received for services ..................................            (88,898)                 --
     Changes in operating assets and liabilities ...................           (447,642)           (664,830)
                                                                            -----------         -----------
Net cash used in operating activities ..............................         (4,150,541)         (1,691,386)
                                                                            -----------         -----------
Cash flows (used in) provided by investing activities:
     Purchase of Cyberworks, Inc. ..................................                 --            (741,937)
     Purchase of other intangible assets ...........................            (77,191)                 --
     Purchase of available-for-sale securities .....................           (640,000)                 --
     Payment of restricted investment ..............................            100,000                  --
     Maturity of short-term investments ............................                 --           1,876,667
     Purchase of furniture and equipment ...........................            (85,044)           (162,361)
     Payments of loans .............................................              9,276               7,680
                                                                            -----------         -----------
Net cash (used in) provided by investing activities ................           (692,959)            980,049
                                                                            -----------         -----------
Cash flows provided by financing activities:
    Proceeds from exercise of stock options ........................            149,951             176,275
                                                                            -----------         -----------
Net cash provided by financing activities ..........................            149,951             176,275
                                                                            -----------         -----------
Decrease in cash ...................................................         (4,693,549)           (535,062)
Cash, beginning of period ..........................................          9,285,928           9,205,502
                                                                            -----------         -----------
Cash, end of period ................................................        $ 4,592,379         $ 8,670,440
                                                                            ===========         ===========
Supplemental disclosures of cash flow information:
  Interest expense paid ............................................        $   712,686         $   532,655
                                                                            ===========         ===========
  Income taxes paid ................................................        $ 1,032,500         $   606,000
                                                                            ===========         ===========
Non-cash investing and financing activities:
  Acquisition of Cyberworks, Inc. ..................................
     Fair value of tangible assets .................................                            $   244,226
     Goodwill ......................................................                              3,731,501
     Liabilities assumed ...........................................                               (188,790)
     Stock issued (750,000 shares) .................................                             (3,045,000)
                                                                                                -----------
     Cash paid .....................................................                            $   741,937
                                                                                                ===========
</TABLE>


                                       6
<PAGE>   7

                          VENTURE CATALYST INCORPORATED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


1. DESCRIPTION OF BUSINESS.

Venture Catalyst Incorporated, a Utah corporation formerly known as Inland
Entertainment Corporation and prior to that Inland Casino Corporation (the
"Company") provides consulting and other professional services for gaming
operations with Native American tribes and for emerging and Internet businesses.
A majority of its revenue is earned from a consulting agreement with the Barona
Group of Capitan Grande Band of Mission Indians (the "Barona Tribe") in
connection with the Barona Tribe's operation of a gaming facility located north
of Lakeside, California, in eastern San Diego County.

Since fiscal 1998, in addition to Indian gaming, the Company has pursued, and
continues to pursue, opportunities primarily focused on the Internet.

In March 1998, the Company established a wholly-owned subsidiary, Worldwide
Media Holdings N.V., a Curacao, Netherland Antilles corporation ("WMH"). WMH was
formed to provide comprehensive marketing, advertising, technical and
distribution services for Internet related businesses. WMH currently provides
these services to four Internet casinos. WMH is responsible for all marketing
costs and is paid a fee for its services. The Company wrote-off assets that were
on the books of WMH with a value of approximately $146,000 during the period
ended December 31, 1999, based on the historic and projected performance, and
the commitment of resources to that business. In February 2000 the Board of
Directors of the Company decided to discontinue the Internet Gaming Consulting
business.

On August 27, 1998, the Company acquired all of the outstanding shares of
capital stock of Cyberworks Inc. ("Cyberworks"), a web-site development and
online marketing company. Cyberworks provides its services to clients in the
entertainment, technology, and business-to-business industries, and to various
professional associations and non-profit organizations. Cyberworks operates as a
wholly-owned subsidiary of the Company.

In July 1999, the Company formed an emerging business and Internet consulting
division, which is doing business under the name "Venture Catalyst." Through the
Venture Catalyst division, the Company offers to public and private companies a
wide array of business services, including financial public relations, venture
capital sourcing and business strategy. The Division does, from time to time,
make equity investments in, or take all or a portion of its consulting fees in
equity of, its clients.

2. PRESENTATION OF INTERIM CONSOLIDATED FINANCIAL INFORMATION.

The accompanying interim unaudited consolidated financial statements have been
prepared by Venture Catalyst Incorporated and its subsidiaries Cyberworks, Inc.
and Worldwide Media Holdings, N.V., (unless otherwise noted, collectively the
"Company") in conformity with generally accepted accounting principles for
interim financial information and with the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
regulations. The interim unaudited consolidated financial statements reflect all
normal,


                                       7
<PAGE>   8


                          VENTURE CATALYST INCORPORATED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

recurring adjustments and disclosures which are, in the opinion of management,
necessary for a fair presentation. The interim unaudited consolidated financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1999. Current and future
financial statements may not be directly comparable to the Company's historical
financial statements. The results of operations for the interim period are not
necessarily indicative of the results to be expected for the full year.

3. BARONA CONSULTING AGREEMENT.

The Company has provided services to the Barona Tribe since 1991. The Company
provides consulting services in accordance with the terms and conditions of an
Amended and Restated Consulting Agreement (the "Amended and Restated Consulting
Agreement"). During February 1998, the Company and the Barona Tribe executed
Modification #1 to the Amended and Restated Consulting Agreement (the
"Modification") which extended the term for providing consulting services by an
additional 60 months. Unless otherwise stated herein, the Amended and Restated
Consulting Agreement, as amended by the Modification, shall be referred to
herein as the "Barona Consulting Agreement." The Barona Consulting Agreement
expires in March 2004.

In March 1996, the Barona Tribe submitted the Initial Consulting Agreement (a
predecessor agreement to the Amended and Restated Consulting Agreement) to the
National Indian Gaming Commission (the "NIGC"). In May 1996, the NIGC determined
that the Initial Consulting Agreement was not a management agreement and,
therefore, not subject to NIGC approval, and forwarded such agreement to the
Bureau of Indian Affairs (the "BIA"). In July 1997, the BIA reviewed the Initial
Consulting Agreement and determined that no further action by it with respect to
such agreement was required. The NIGC conducted an investigation of the past
relationship between the Barona Tribe and the Company that resulted in a January
1997 settlement agreement.

In January 1997, the Company submitted the Amended and Restated Consulting
Agreement to the NIGC. In April 1997, the Company received a letter from the
NIGC questioning whether the Amended and Restated Consulting Agreement was in
fact a management contract. The letter stated that additional review would be
necessary to make such a determination. In March 1999, the NIGC started a
preliminary review of the relationship between the Barona Tribe and the Company,
which has included a review of the Barona Consulting Agreement. In September
1999, the Company submitted the Modification to the NIGC. This review is
currently pending.

The Company believes that the Amended and Restated Consulting Agreement, as
amended by the Modification, is not a management contract, based on (a) the May
1996 and July 1997 determinations of the NIGC and BIA, respectively, with
respect to the Initial Consulting Agreement, (b) the NIGC's findings in the
January 1997 settlement agreement and (c) the nature of the relationship between
the Barona Casino and the Company. However, there is no assurance that the NIGC
will determine that the Barona Consulting Agreement is not a management
contract. The failure of the NIGC to determine that the Barona Consulting
Agreement is not a management contract could have a material adverse effect on
the business and financial condition of the Company and its subsidiaries. If the
NIGC concludes that the Barona Consulting Agreement is not a management
agreement, the NIGC will forward such Agreement to the BIA for its review. If
the BIA determines that its approval is required, there can be no assurance that
the BIA will approve the Barona Consulting Agreement, and such failure to
approve such Agreement may have a material adverse effect on the business and
financial condition of the Company and its subsidiaries.


                                       8
<PAGE>   9


                          VENTURE CATALYST INCORPORATED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

4. TRIBAL-STATE COMPACTS.

BARONA COMPACT. In August 1998, a Tribal-State Compact was signed between the
State of California and the Barona Tribe (the "Barona Compact"). The U.S.
Secretary of the Interior approved the Barona Compact, effective October 22,
1998.

The initial term of the Barona Compact will end on January 1, 2009. The Barona
Tribe has been given the option to renew the Barona Compact for two additional
five (5) year terms upon written notice of renewal to the Governor prior to the
termination date. Such options may be denied if the Barona Tribe has been found
to have engaged in unauthorized Class III gaming on two or more occasions or to
have committed violations of the terms of the Barona Compact on five or more
occasions.

Rather than the electronic machines currently in play at the Barona Casino, the
Barona Compact permits the following two varieties of Indian Lottery Games: (a)
Indian Video Lottery Match Game and (b) Indian Video Lottery Scratcher Game. The
Barona Tribe is allowed to operate 1,057 machines, but has been allocated only
199 machines. The balance of machines must be licensed from other Federally
recognized tribes for an annual fee of $5,000 per machine.

Pursuant to an informal agreement with the California Division of Gaming Control
(the "Gaming Control Division"), the Barona Tribe has been permitted to continue
to operate its current 1,057 electronic gaming devices at the Barona Casino for
an indefinite period of time. With the consent of the Gaming Control Division,
of the 1,057 electronic gaming devices being operated at the Barona Casino, 8
are prototypes of the Indian Gaming Machines prescribed by the Barona Compact.
At the present time, there are no such Indian Lottery devices available to any
compacted Indian tribe in California other than for testing purposes.

The Indian Lottery Games are not similar in functional capability to any
existing electronic gaming device or conventional slot machine, have not yet
been commercially produced and are currently being tested in a public
environment. Based upon the limited testing, there is insufficient data to
determine whether these compact-defined devices will produce an income stream
comparable to those machines currently in play at the Barona Casino. In the
event the lottery-based devices do not produce an income stream consistent with
that being earned by the machines currently in play at the Barona Casino, the
resulting decline in revenue from Barona operations may have a materially
adverse impact on the fees paid to the Company under the Consulting Agreement.

In August 1998, the California Legislature passed legislation ("AB489")
specifically authorizing the Governor of the State of California to execute the
various compacts which had been negotiated between the State of California and
Indian tribes, including the Barona Tribe. As a non-urgency measure, AB489 was
scheduled to go into effect on January 1, 1999; however, a referendum petition
to overturn AB489 qualified for the March 2000 Primary election ballot. The
effect of qualifying such referendum provision is that AB489 did not become
effective and will not become effective until the voters of California vote to
uphold AB489. Accordingly, there is a legal question as to whether the
Governor's signature on the Compact between the Barona Tribe and the State of
California is sufficient.

On September 10, 1999, the California legislature approved State Constitution
amendment 11, ("SCA 11"), a proposed amendment to the California Constitution
which would significantly expand the scope of Indian gaming in the State of
California. SCA 11 addresses the deficiencies of Proposition 5. Proposition 5,
the Tribal Government Gaming and Economic Self-Sufficiency Act of 1998, was
approved by the California Voters in the November 1998 General Election. In
August 1999, the California Supreme Court ruled that those provisions of
Proposition 5 which attempted to amend the California constitutional prohibition
against

                                       9
<PAGE>   10


                          VENTURE CATALYST INCORPORATED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

gaming were unconstitutional. If approved by the people of California on the
March 2000 Primary Election Ballot, SCA 11 would authorize the Governor to
negotiate and conclude tribal-state gaming compacts with Federally recognized
Indian tribes for gaming on Indian lands in California. SCA 11 further provides
that any such compact would be subject to ratification by the California
legislature. SCA 11 permits such Indian tribes to engage in broader forms of
Class III gaming, including slot machines and electronic video games,
house-banked card games, percentage games and any games the California
Constitution authorizes the California lottery to offer.

BARONA COMPACT II. On September 10, 1999, the Governor of the State of
California entered into new Tribal-State Compacts with over 50 Federally
recognized Indian tribes, including the Barona Tribe. The compacts are subject
to ratification by the California legislature, approval by the U.S. Secretary of
the Interior and passage of California State Constitutional Amendment 11. On
September 10, 1999, the California Legislature voted to ratify each of the
above-referenced compacts including the Barona Compact II. There is no assurance
that the remaining conditions will be satisfied. The new Tribal-State Compacts
significantly expand the permissible scope of Indian Gaming beyond that
permitted by the Barona Compact. Until the above-referenced conditions are
satisfied, the Barona Compact shall remain in effect.

5. DUE FROM BARONA CASINO - EXPANSION PROJECT.

The Barona Tribe has commenced an approximately $150 million expansion project.
The Company has assisted and is continuing to assist the Barona Casino in
obtaining outside financing for the project. Prior to the time that the Barona
Casino obtains all such financing, the Company is sharing in funding the
expansion costs with the Barona Tribe. The Company expects to commit
approximately $8,300,000 as an unsecured, non-interest-bearing advance to the
Barona Casino. As of December 31, 1999, the Company has advanced $6,300,146;
these advances have been, and will be, accounted for as a receivable from the
Barona Casino to the Company. In January 2000 the Barona Tribe obtained
approximately $19 million in outside financing, from the issuance of Federally
Tax-Exempt Bonds. Payment of the receivable is expected to occur when the Barona
Tribe obtains all outside financing, which is expected to be sometime in
calendar year 2000.

6. ACQUISITIONS.

On August 27, 1998, the Company acquired all of the outstanding shares of
capital stock of Cyberworks in exchange for 750,000 shares of its common stock
and $500,000 in cash, in a transaction valued, exclusive of acquisition costs,
at $3,560,000. Cyberworks is being operated as a wholly-owned subsidiary of the
Company. The acquisition was accounted for as a purchase and the accounts of
Cyberworks have been included in the accompanying financial statements since
August 27, 1998. The excess of the total acquisition cost over the fair value of
net assets acquired ("goodwill") was approximately $3,732,000 and is being
amortized on a straight-line basis over 10 years.

In July 1999, the Company purchased $100,000 in assets from Typhoon Capital
Consulting, LLC, an investor relations and Internet strategy consulting firm,
consisting of three domain names, computer equipment, office equipment and
furniture. The excess of the acquisition cost over the fair value of net assets
acquired ("other intangible assets") was approximately $77,000 and is being
amortized on a straight-line basis over 3 years.

Goodwill and other intangible assets net of amortization as of December 31, 1999
is $3,303,418 and amortization expense of $197,952 has been recorded for fiscal
2000 through December 31, 1999. On an ongoing basis, the Company will review the
valuation and recoverability of the unamortized goodwill costs
and other intangible assets and will expense all or any portion of the
unamortized amounts determined necessary for fair statement.


                                       10
<PAGE>   11

                          VENTURE CATALYST INCORPORATED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

7. RESTRICTED CASH AND OTHER INVESTMENTS.

From June 1996 to May 1997, the Company provided consulting services to the
Klamath and Modoc Tribes and the Yahooskin Band of Snake Indians (collectively,
the "Klamath Tribes"). The Klamath Tribes constructed the Kla-Mo-Ya Casino near
Chiloquin, in south central Oregon, a gaming facility funded by revenue bonds
issued by the Klamath Tribes. In connection with such bond financing, the
Company has a net investment of $394,569 in revenue bonds with a principal face
amount of $400,000. In addition, as a condition of the bond financing, the
Company agreed to hold the bonds for a five-year period. Pre-opening costs and
expenses of approximately $1.5 million were financed by loans made pursuant to a
third-party bank credit agreement with the Klamath Tribes. The Company pledged
to such bank a certificate of deposit for $1,518,000 as collateral for such
loans. If the Klamath Tribes are unable to pay its obligations, the Company may
lose all or a portion of its investment in the revenue bonds it purchased and
its certificate of deposit pledged as collateral for bank loans to the Klamath
Tribes. During the quarter ended December 31, 1999, the Klamath Tribes redeemed
bonds held by the Company with a face amount of $100,000. The Klamath Tribes
have made all required interest payments during fiscal 2000 on the bonds held by
the Company.

Additionally, the Company issued an irrevocable letter of credit for $133,000 to
satisfy the terms of its corporate office lease agreement. Such letter of credit
will automatically renew on an annual basis until October 31, 2002 unless
canceled by the lessor.

8. AVAILABLE-FOR-SALE SECURITIES.

At December 31, 1999, available-for-sale securities consist of equity securities
carried at fair value and based on quoted market prices. Additionally, the
Company holds equity securities of companies for which no established trading
market existed at December 31, 1999. These securities are stated at cost that
does not exceed the estimated net realizable value. Available-for-sale
securities with quoted market prices on December 31, 1999 consist of investments
in CraftClick.com Inc, Ultrexx Corporation, Entertainment Boulevard, Inc, and
TheBigHub.com, Inc. Collectively, these securities have a market value of
$803,096 at December 31, 1999. Available-for-sale securities with no established
market prices at December 31, 1999 consist of investments in KINeSYS
Pharmaceutical, Mediacycle, Inc ("spun.com"), companyfinance.com, Inc, and
Bullet Point News Inc. These investments are stated at cost, which is $350,000
at December 31, 1999. A net unrealized holding gain of $246,035, net of deferred
income taxes of $178,164, has been reflected in the equity section of the
consolidated balance sheet based on the change in market value of the
available-for-sale securities from dates of acquisition to December 31, 1999.
See Note 11.


                                       11
<PAGE>   12


                          VENTURE CATALYST INCORPORATED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

9. SEGMENT REPORTING.

The Company has four reportable business segments: (a) Indian Gaming Consulting
(doing business as the Inland Entertainment Division); (b) Web-Site Development
Services (doing business through its wholly-owned subsidiary, Cyberworks Inc.);
(c) Emerging Business and Internet Consulting, (doing business as the Venture
Catalyst Division); and (d) Internet Gaming Consulting (doing business through
its wholly-owned subsidiary, Worldwide Media Holdings N.V.)

Information on segments and reconciliation to income, before income taxes, for
the three months ending December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                      INDIAN       INTERNET     WEB-SITE    VENTURE                                 CONSOLIDATED
                                      GAMING        GAMING      DEVELOP.    CATALYST      OTHER       ADJUSTMENTS      TOTALS
                                   -----------    ---------    ---------    --------     --------     -----------   ------------
<S>                                <C>            <C>          <C>          <C>          <C>          <C>           <C>
For the three months ended
December 31, 1999:

Revenues (external)                $ 1,037,000    $ 111,457    $ 523,627    $159,898                                $ 1,831,982
Revenues (intersegment)                                        $  17,995                              $ (17,995)

Segment operating profit/(loss)    $(1,799,022)   $(163,288)   $(195,884)   $(20,106)    $(97,501)                  $(2,275,800)

For the three months ended
  December 31, 1998:

Revenues (external)                $ 3,123,000    $ 102,485    $ 286,094                                            $ 3,511,579
Revenues (intersegment)                                        $ 386,913                              $(386,913)

Segment operating profit/(loss)    $   (23,237)   $(588,861)   $(222,200)                                           $  (834,298)
</TABLE>


Information on segments and reconciliation to income, before income taxes, for
the six months ending December 31, 1999 and 1998 are as follows:


<TABLE>
<CAPTION>
                                      INDIAN       INTERNET       WEB-SITE     VENTURE                                  CONSOLIDATED
                                      GAMING        GAMING        DEVELOP.     CATALYST        OTHER      ADJUSTMENTS      TOTALS
                                   -----------    -----------    ----------   ----------     ---------    -----------   ------------
<S>                                <C>            <C>            <C>          <C>            <C>           <C>           <C>
For the six months ended
  December 31, 1999:

Revenues (external)                $ 4,221,000    $   221,510    $1,346,623    $ 190,898                                $ 5,980,031
Revenues (intersegment)                                          $   31,220                               $ (31,220)

Segment operating profit/(loss)    $  (744,097)   $  (158,123)   $ (136,569)   $(132,827)    $(159,395)                 $(1,331,012)

For the six months ended
  December 31, 1998:

Revenues (external)                $ 6,220,099    $   172,039    $  449,202                                             $ 6,841,340
Revenues (intersegment)                                          $  508,398                               $(508,398)

Segment operating profit/(loss)    $ 1,131,255    $(1,586,507)   $ (222,410)                                            $  (677,662)
</TABLE>


                                       12
<PAGE>   13

                          VENTURE CATALYST INCORPORATED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

10. NET INCOME PER SHARE.

Below is the reconciliation of the components of the calculation of basic and
diluted net income per share for the time periods indicated:

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS                     FOR THE SIX MONTHS
                                                           ENDED DECEMBER 31,                     ENDED DECEMBER 31,
                                                     ------------------------------          ----------------------------
                                                         1999               1998               1999               1998
                                                     -----------          ---------          ---------          ---------
<S>                                                  <C>                  <C>                <C>                <C>
Net income available to common shareholders          ($1,417,436)         ($899,298)         ($897,649)         ($809,662)
                                                     ===========          =========          =========          =========
Weighted average shares outstanding -- basic           4,773,451          4,710,312          4,763,619          4,463,678
Effect of stock options                                       --                 --                 --                 --
                                                     -----------          ---------          ---------          ---------
Weighted average shares outstanding -- diluted         4,773,451          4,710,312          4,763,619          4,463,678
                                                     ===========          =========          =========          =========
</TABLE>


At December 31, 1999, options to purchase 7,367,900 shares of the Company's
common stock, at prices ranging from $1.00 to $4.63 per share, were not included
in the computation of diluted EPS because they were anti-dilutive for that
purpose. The options, which expire on various future dates through December
2009, were still outstanding at December 31, 1999.

11. COMPREHENSIVE INCOME.

<TABLE>
<CAPTION>
                                                 FOR THE THREE MONTHS                   FOR THE SIX MONTHS
                                                   ENDED DECEMBER 31,                   ENDED DECEMBER 31,
                                             -----------------------------         ---------------------------
                                                 1999              1998              1999              1998
                                             -----------         ---------         ---------         ---------
<S>                                          <C>                 <C>               <C>               <C>
Net income (loss)                            ($1,417,436)        ($899,298)        ($897,649)        ($809,662)
Net unrealized holding gains (losses)            246,035                --           246,035                --
                                             -----------         ---------         ---------         ---------
Comprehensive income (loss)                  ($1,171,401)        ($899,298)        ($651,614)        ($809,662)
                                             ===========         =========         =========         =========
</TABLE>

12. STOCK OPTIONS.

The following table summarizes stock option activity under the 1994 Plan, the
1995 Plan and the 1996 Plan (collectively the "Plans") for the six months ended
December 31, 1999:

<TABLE>
<CAPTION>
                                                   DECEMBER 31, 1999
                                             -----------------------------
                                               OPTIONS        OPTION PRICE
                                             OUTSTANDING       PER SHARE
                                             -----------      ------------
<S>                                           <C>             <C>
Outstanding at beginning of year .....        5,501,200       $1.00-$4.13
  Granted ............................        2,408,500       $2.75-$4.63
  Exercised ..........................          (89,800)      $2.56-$4.13
  Cancelled ..........................         (452,000)      $2.50-$4.13
                                              ---------
Outstanding at end of year ...........        7,367,900       $1.00-$4.63
                                              ---------
</TABLE>


                                       13
<PAGE>   14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

Venture Catalyst Incorporated operates in four reportable segments: (a) Indian
Gaming Consulting; (b) Web-site Development services; (c) Emerging and Internet
Business Consulting; and (d) Internet Gaming Consulting. Unless otherwise
specified in this Item 2, "Venture Catalyst Incorporated" or the "Company"
refers to the Company and its subsidiaries.

INDIAN GAMING CONSULTING

The Company has provided services to the Barona Group of Capitan Grande Band of
Mission Indians (the "Barona Tribe") since 1991. The Company is currently
providing consulting services to the Barona Tribe at the Barona Casino under the
terms of the Amended and Restated Consulting Agreement, as amended by
Modification #1 to such agreement (hereinafter referred to as the "Barona
Consulting Agreement" or the "Consulting Agreement") which expires in March
2004. The total consulting fees paid to the Company under the Consulting
Agreement are based upon a net profit formula that includes the Barona Casino's
income and expenses. Accordingly, although gross revenues of the Barona Casino
may increase, the Company's consulting revenue may not correspondingly increase
because expenses at the Barona Casino also may have increased.

From February 1992 through March 1996, the Company provided casino management
services at the Barona Casino pursuant to a management agreement with the Barona
Tribe. During that same period, funds to purchase or construct all fixed assets,
such as buildings, equipment and capital improvements, were contributed to the
Barona Casino by the Company. In the aggregate, the Company contributed
approximately $13,000,000 over the period. Neither the Barona Tribe nor the
Barona Casino paid for any of the fixed assets at the Barona Casino during such
period. Due to the "investment" made by the Company to the Barona Casino, the
value of the Barona Casino has increased, thereby enhancing the potential fees
that may be earned by the Company over the life of its contractual relationship
with the Barona Tribe. These monies contributed to the Barona Casino which have
been used to purchase or construct fixed assets have been viewed by the Company
as intangible assets and referred to as "deferred contract costs" and are being
amortized to expense over the remaining life of the Consulting Agreement through
March 2004. However, given the nature of the asset, if the recoverability is
determined not to be probable, the Company will charge to expense the
unamortized portion.

In 1996, the Barona Casino had become financially self-sufficient and the
Company's relationship with the Barona Tribe had evolved from that of manager of
the Barona Casino to consultant to the Barona Tribe which was now acting as the
manager of the Barona Casino. Since the Company has transitioned from manager to
consultant, there have been only two categories of investments by the Company in
the Barona Casino. The first category related to project commitments made to the
Barona Tribe by the Company when the Company was acting as "manager" pursuant to
a management agreement. Funds attributable to this category have equaled in the
aggregate approximately $550,000. The second category related to a $2,000,000
NIGC settlement. Commencing in November 1996, the Company committed to
contribute $2,000,000 to the Barona Tribe to be used to construct a new road and
entrance to the Barona Casino. As of December 31, 1999, the Company has paid
$1,200,000 of the $2,000,000 commitment.

At this time, the Company has no plans to contribute additional funds to the
Barona Casino or the Barona Tribe in the form of deferred contract costs.
However, the Company will assist the Barona Casino from time to time in
obtaining third party outside financing, if internal funding from the Barona
Casino is not adequate to meet the Barona Casino's project needs. See the
discussion herein under the caption "Liquidity and Capital Resources" relating
to the Company's advance of funds to the Barona Casino in connection with the
Casino's current expansion project.


                                       14
<PAGE>   15

In August 1998, a Tribal-State Compact was entered into between the State of
California and the Barona Tribe (the "Barona Compact"). The Barona Compact was
signed by the Governor of California and the Chairman of the Barona Tribe on
August 12, 1998; thereafter, the Barona Tribal Council voted to submit the
Barona Compact to the U.S. Secretary of the Interior (the "Secretary"). The
Secretary's approval of the Barona Compact was published in the Federal Register
on October 22, 1998.

In August 1998, the California Legislature passed legislation ("AB489")
specifically authorizing the Governor of the State of California to execute the
various compacts which had been negotiated between the State of California and
certain Indian tribes, including the Barona Tribe. AB489 was scheduled to go
into effect on January 1, 1999; however, a referendum petition to overturn AB489
qualified for the March 2000 Primary election ballot. The effect of qualifying
such referendum provision is that AB489 did not become effective and will not
become effective until the voters of California vote to uphold AB489.
Accordingly, there is a legal question as to whether the Governor's signature on
the Barona Compact is sufficient.

On September 10, 1999, the California legislature approved State Constitutional
Amendment 11 ("SCA 11"), a proposed amendment to the California Constitution
which would significantly expand the scope of Indian gaming in the State of
California. If approved by the California voters on the March 2000 Primary
Election Ballot, SCA 11 would authorize the Governor to negotiate and conclude
tribal-state gaming compacts permitting Federally recognized Indian tribes to
engage in broader forms of Class III gaming, including slot machines and
electric video games, house-banked card games, percentage games and any games
the California Constitution authorizes the California lottery to offer. On
September 10, 1999 the Governor of the State of California entered into new
Tribal-State Compacts with over 50 Federally recognized Indian tribes, including
the Barona Tribe (the "Barona Compact II"). The compacts are subject to
ratification by the California Legislature, approval by the U.S. Secretary of
the Interior and passage of SCA 11. On September 10, 1999, the California
legislature voted to ratify these compacts, including the Barona Compact II.
There is no assurance that the remaining conditions will be satisfied. The new
Tribal-State Compacts significantly expand the permissible scope of Indian
gaming beyond that permitted by the Barona Compact. Until the above-referenced
conditions are satisfied, the Barona Compact shall remain in effect. Management
believes the Barona Compact and the Barona Compact II ended a significant amount
of uncertainty and concern about the future of gaming activities at the Barona
Casino.

WEB-SITE DEVELOPMENT BUSINESS

On August 27, 1998, the Company acquired Cyberworks, Inc. ("Cyberworks"), a
web-site development and Internet marketing company. Cyberworks operates as a
wholly-owned subsidiary of the Company. Cyberworks' services include full
service web-site development, strategic consulting for interactive and online
business development and custom Internet application. Cyberworks provides its
services to clients in the entertainment, technology, and business-to-business
industries, and to various professional associations and non-profit
organizations.

INTERNET GAMING CONSULTING

In March 1998, the Company established a wholly-owned subsidiary, Worldwide
Media Holdings, N.V. ("WMH"), a Curacao, Netherland Antilles corporation. WMH
provides consulting services related to Internet casinos, including marketing
and promoting of Internet casinos through web-site development, Internet
advertising and conventional advertising. Currently, WMH is providing consulting
and marketing services to four international Internet casinos; Casino Australia,
the Kenny Rogers Casino, The Good Luck Club and Las Vegas At Home Casino. WMH
does not operate any of these casinos and none of the casinos accept wagers from
the United States or its territories. WMH earns fees to promote and market such
casinos based on a percentage of the net profits of the online casinos. The
Company wrote-off assets that were on the books of WMH with a value of
approximately $146,000 during the period ended December 31, 1999,


                                       15
<PAGE>   16

based on the historic and projected performance, and the commitment of
resources to that business. In February 2000 the Board of Directors of the
Company decided to discontinue the Internet Gaming Consulting business. The
Internet gaming consulting business, historically, has not produced a material
portion of the Company's consolidated revenues, and has never been profitable.
The company believes the resources committed to such business will be more
effectively used in its other operations.

EMERGING AND INTERNET BUSINESS CONSULTING

In July 1999, the Company formed an emerging and Internet business consulting
division, which is operating under the name "Venture Catalyst." Through the
Venture Catalyst division, the Company offers to public and private companies a
wide array of business services, including financial public relations, venture
capital sourcing and online business strategy. The Division's objective is to
serve as a consultant to and/or "incubate" entrepreneurial ventures during every
stage of their financial growth. The Division does, from time to time, make
equity investments in, or take all or a portion of its consulting fees in equity
of, its clients.

The Company has made, and expects to continue to make, investments in personnel
and resources to allow the Venture Catalyst division to grow and to attempt to
better position itself to leverage its financial resources, management
consulting expertise, knowledge of the Internet and existing web-development
platform.

GAMING PORTAL SITE ("VEGAS AT HOME")

In July, 1999, the Company launched the "Vegas At Home" portal web-site, which
is designed to provide both the gaming industry and its patrons with an online
central location containing a variety of gaming related products, merchandise,
information and links to most significant traditional casinos, as well as links
to the four above-referenced Internet-based casino web-sites. The operations of
the business enterprise are currently being reported in the "other" segment.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THE THREE MONTHS ENDED
DECEMBER 31, 1998.

REVENUE. Consolidated revenues decreased 47.8% to $1,831,982 for the three
months ended December 31, 1999 from $3,511,579 for the three months ended
December 31, 1998. Revenues from Indian gaming consulting decreased 66.8% to
$1,037,000 from $3,123,000 earned during the same quarter last year. The
significant decrease in Indian Gaming revenues is a result of significantly
higher expenses at the Barona Casino primarily related to the increase in human
resources and operational expenses in connection with the ongoing Barona
expansion project, partially offset by increased revenues earned by the Barona
Casino.

Revenues earned by Cyberworks from web-site development and online marketing in
the three months ended December 31, 1999 were $523,627, an increase of 83.0%
from the $286,094 earned during the same quarter last year. The increase was due
to increased services performed for external clients.

Revenues earned by WMH for marketing and consulting related to Internet gaming
increased 8.8% to $111,457 for the three months ended December 31, 1999 from
$102,485 during the same period in fiscal 1999 as a result of providing
consulting services to an additional casino.

During the three months ended December 31, 1999 the Company had one other source
of revenue not present during the same period last year. During the quarter
$159,898 was earned by the Venture Catalyst division for emerging and Internet
businesses consulting services performed.


                                       16
<PAGE>   17

COMPENSATION AND BENEFITS. Compensation and benefits expenses increased 11.1% to
$1,555,099 for the three months ended December 31, 1999 from $1,400,304 during
the same period last year. The increase was primarily a result of the addition
of 5 employees for the Venture Catalyst division during the current fiscal year
and increased payroll costs for existing employees of the Company, partially
offset by a decrease in the average number of Cyberworks employees during fiscal
2000 compared with fiscal 1999.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 18.5% to $2,156,710 for the three months ended December 31, 1999 from
$2,646,865 for the three months ended December 31, 1998, resulting primarily
from decreases in: (a) political contributions; (b) advertising, marketing, and
promotion of the online casinos; (c) bad debt allowances established for loans
currently classified as non-current receivables; (d) third-party consulting fees
incurred by the Company in connection with web-site development and consulting
services provided to Internet casinos; and (e) general accounting and legal
services incurred by the Company. These decreases were partially offset by
increases in (a) client relation expenses, which included a contribution for the
design and construction of a Native American museum on the Barona Reservation;
(b) the write-off of an impaired asset on the books of WMH classified as "other
assets", based on a review of the profitability and resource commitment to the
Internet gaming consulting operations; (c) third-party consulting fees incurred
by the Company in connection with its performance of consulting services to the
Barona Casino; (d) the write-off of an investment classified as other assets;
and (e) third-party consulting fees incurred by the Company in connection with
web-site development services and the operation of the "Vegas At Home" portal
site.

AMORTIZATION OF INTANGIBLE ASSETS AND STOCK BASED COMPENSATION. Amortization of
intangible assets and stock based compensation decreased 2.1% to $283,937 for
the three months ended December 31, 1999 from $289,952 for the three months
ended December 31, 1998 as a result of a reduction in stock based compensation
costs related to options granted to third-party consultants, partially offset by
an increase in the amortization of goodwill and other intangible assets in
connection with the acquisition of Cyberworks and the asset purchase related to
the formation of the Venture Catalyst division.

OTHER INCOME AND EXPENSE. For the three months ended December 31, 1999, interest
income was $125,464 compared to $178,744 for the three months ended December 31,
1998. The decrease was due to the decrease in the Company's investments and cash
equivalent balances during the current quarter.

Interest expense increased to $237,500 for the three months ended December 31,
1999 from $187,500 for the three months ended December 31, 1998 as a result of
an increase in notes payable to two shareholders, including a former director of
the Company, in connection with the 1996 repurchase of shares of the Company's
common stock held by them.

INCOME TAX BENEFIT/PROVISION. For the three months ended December 31, 1999, the
Company recorded an income tax benefit of $858,364, a decrease of $923,364 from
the $65,000 income tax provision recorded for the three months ended December
31, 1998. The decrease in the second quarter of fiscal 2000 was due to the
operating loss primarily attributable to tax deductible expenses, while the
operating loss in the comparable quarter of fiscal 1999 was primarily
attributable to expenses that were not tax deductible.

SIX MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THE SIX MONTHS ENDED DECEMBER
31, 1998.

REVENUE. Revenue decreased 12.6% to $5,980,031 for the six months ended December
31, 1999 from $6,841,340 for the six months ended December 31, 1998. Revenues
from Indian gaming consulting decreased 32.1% to $4,221,000 from $6,220,099
earned during the same period last year. The significant decrease in Indian
Gaming revenues is a result of significantly higher expenses at the Barona
Casino primarily related to the increase in human resources and operational
expenses in connection with the ongoing Barona expansion project, partially
offset by increased revenues earned by the Barona Casino.


                                       17
<PAGE>   18

Revenues earned by Cyberworks from web-site development and online marketing in
the six months ended December 31, 1999 were $1,346,623, an increase of 199.8%
from the $449,202 earned during the same period last year. The increase was due
to (a) six months of fees earned during fiscal 2000, as opposed to approximately
four months of fees earned during fiscal 1999 and (b) increased services
performed for external clients.

Revenues earned by WMH for marketing and consulting related to Internet gaming
increased 28.8% to $221,510 for the six months ended December 31, 1999 from
$172,039 during the same period in fiscal 1999 as a result of (a) increased
activity in the casinos marketed by WMH, and (b) providing consulting services
to an additional casino.

During the six month period ended December 31, 1999, the Company had one other
source of revenue not present during the same period last year. During fiscal
2000, $190,898 was earned by the Venture Catalyst division for emerging and
Internet business consulting services performed.

COMPENSATION AND BENEFITS. Compensation and benefits increased 17.5% to
$3,014,168 for the six months ended December 31, 1999, from $2,564,517 during
the same period last year. The increase was primarily a result of: (a) the
addition of Cyberworks employees for the entire period in current fiscal 2000,
as opposed to only approximately four months during the same period in fiscal
1999; (b) the addition of five employees for the Venture Catalyst division
during the current fiscal year; and (c) increased payroll costs for existing
employees of the Company. These increases were partially offset by a decrease in
the average number of Cyberworks employees during fiscal 2000 compared with
fiscal 1999.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 19.9% to $3,576,351 for the six months ended December 31, 1999 from
$4,467,218 for the six months ended December 31, 1998 resulting primarily from
decreases in: (a) political contributions; (b) start-up costs, advertising,
marketing, and promotion of the online casinos; (c) third-party consulting fees
incurred by the Company in connection with web-site development and consulting
services provided to Internet casinos; (d) bad debt allowances established for
loans currently classified as non-current receivables; and (e) general
accounting services incurred by the Company. These decreases were partially
offset by increases in (a) client relation expenses, which included a
contribution for the design and construction of a Native American museum on the
Barona Reservation; (b) third-party consulting fees incurred by the Company in
connection with its performance of consulting services to the Barona Casino; (c)
third-party consulting fees incurred by the Company in connection with web-site
development services and the operation of the "Vegas At Home" portal site; (d)
the write-off of an impaired asset on the books of WMH classified as "other
assets", based on a review of the profitability and resource commitment to the
Internet gaming consulting operations; (e) the write-off of an investment
classified as other assets; and (f) external shareholder expenses, including the
printing and distribution of annual reports and proxy materials.

OTHER INCOME AND EXPENSE. For the six months ended December 31, 1999, interest
income was $269,349 compared to $349,155 for the six months ended December 31,
1998. The decrease was due to the decrease in the Company's investments and cash
equivalents.

Interest expense increased to $433,333 for the six months ended December 31,
1999 from $333,333 for the six months ended December 31, 1998 primarily as a
result of an increase in notes payable to two major shareholders, including a
former director of the Company, in connection with the 1996 repurchase of shares
of the Company's common stock.

INCOME TAX BENEFIT/PROVISION. For the six months ended December 31, 1999, the
Company recorded an income tax benefit of approximately $433,364, a decrease of
$565,364 from the $132,000 income tax provision recorded for the six months
ended December 31, 1998. The decrease was due to the operating loss in the
current fiscal year that was primarily attributable to tax deductible expenses,
verse an operating loss in the prior fiscal year that was primarily attributable
to expenses that were not tax deductible.


                                       18
<PAGE>   19

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity at December 31, 1999 consisted of
unrestricted cash of $4,592,379 and future revenues generated from operations.
The Company believes that these sources of liquidity will be sufficient to meet
the Company's operating and capital requirements for the foreseeable future.

During the six months ended December 31, 1999, the Company's cash position
decreased by $4,693,549 to $4,592,379 from the June 30, 1999 balance of
$9,285,928. The decrease was a result of cash flows used in operating activities
of $4,150,541 and cash flows used in investing activities of approximately
$692,959, partially offset by cash flows provided by financing activities of
$149,951 during the period.

Cash flows used in operating activities include: (a) a net loss of $897,649; (b)
$3,110,000 in short-term advances to the Barona Casino for the Barona Casino
expansion project discussed above; (c) an increase in prepaid assets of
approximately $663,000 primarily due to estimated income tax payments made
during the quarter; (d) decreases in accounts payable and accrued expenses of
approximately $456,000; (e) an increase in net deferred taxes of approximately
$434,000; (f) a decrease in income taxes payable of approximately $387,000; (g)
an increase in accounts receivable of approximately $240,000, primarily due to
Cyberworks' billings for services performed and proceeds due for the exercise of
stock options; and (h) approximately $89,000 in equity received for services in
lieu of cash.

Cash flows provided by operating activities include: (a) an increase in advances
of future consulting fees of approximately $973,000 primarily due to timing
differences between consulting revenues earned and recognized but not yet paid;
(b) amortization of intangible assets of approximately $533,000; (c) a decrease
in deposits and other assets of approximately $181,000, primarily as a result of
a write-off of WMH assets classified as "other assets"; (d) depreciation on
property and equipment of approximately $179,000; and (e) a write-off of other
assets of $80,000.

Cash flows used in investing activities include (a) purchases of $640,000 in
available-for-sale securities and (b) net investments in fixed assets of
approximately $85,000. Additionally, the Company purchased $100,000 of assets
from Typhoon Capital Consulting, LLC, an investor relations and Internet
strategy consulting firm, consisting of three domain names, computer equipment,
office equipment, and furniture. Approximately $23,000 of equipment and
furniture is included in the $85,000 of fixed asset purchases noted above. The
excess of the acquisition cost over the fair value of net assets acquired
("other intangible assets") was approximately $77,000 and is being amortized on
a straight-line basis over 3 years. Cash flows provided by investing activities
include the payment to the Company of $100,000 for a portion of the Klamath
bonds redeemed during the period by the issuer, which were classified as
"restricted cash and other investments".

Cash flows provided by financing activities include approximately $150,000 in
proceeds from the exercise of stock options.

With respect to the current project to expand the Barona Casino discussed above,
the Company and the Barona Tribe will share in funding the expansion costs
incurred prior to obtaining all outside financing. The Company expects to commit
approximately $8,300,000 as an unsecured, non-interest-bearing advance to the
Barona Casino. As of December 31, 1999, the Company had advanced $6,300,146.
These advances have been, and such future advances will be, accounted for as a
receivable from the Barona Casino to the Company. In January 2000, the Barona
Tribe obtained approximately $19 million in outside financing, from the issuance
of Federally Tax-Exempt Bonds (discussed below). Payment of the receivable is
expected to occur when the Barona Tribe obtains all outside financing, which is
expected to be sometime in calendar year 2000.

In January 2000, the Barona Tribe completed a placement of Federally Tax-Exempt
Limited General


                                       19
<PAGE>   20

Obligation Bonds in the principal mount of $18,890,000 (the "Tax-Exempt Bond
Financing"). The principal use of the bond proceeds is to build a public golf
course and related facilities on the Barona Reservation. This project is a part
of the $150 million Barona Casino expansion project. In connection with the
Tax-Exempt Bond Financing, the Company entered into a Consulting Fee
Subordination Agreement pursuant to which no consulting fee earned under the
Barona Consulting Agreement shall be paid to the Company so long as the Company
has received notice from the trustee for the benefit of the bondholders of an
event of default for which there is a payment default under the indenture and
such default shall be continuing or the Company shall have been notified that
any levied Government Service Tax remains unpaid in whole or in part.

In 1992, there was a one-time advance of future fees under the Consulting
Agreement with the Barona Tribe of approximately $2,500,000. At the beginning of
the management relationship in 1992 between the Barona Tribe and the Company,
the Barona Tribe was not in a financial position to make required investments in
the Barona Casino. The Company invested approximately $2,500,000 into the Casino
that was accounted for as revenue to the Barona Casino and expensed by the
Company due to the uncertainty of recovery. The amount was not accounted for as
a deferred contract cost (similar to those investments discussed in the Overview
above). As the Barona Casino became profitable between 1992 and 1994, $2,500,000
of the initial profits of the Barona Casino were distributed to the Company and
were recorded on its books as an obligation called "advances of future
consulting fees." The Barona Casino established a corresponding receivable. When
the consulting relationship ends, the Company and the Barona Tribe will discuss
how to handle this balance. Depending on the outcome, if the obligation is
forgiven by the Barona Tribe, the Company may have an additional source of
liquidity in the sense that a debt may not need to be repaid; however, if the
balance reverts back to the Barona Casino or the Barona Tribe, the Company may
have a debt to repay. There is no indication how this issue will ultimately be
resolved. All other transactions between the two parties are being treated
independently. The remaining difference of the December 31, 1999 balance in
advances of future consulting fees of $3,576,500 and the $2,500,000 is due
primarily to timing differences between consulting revenues earned and
recognized but not yet paid and the actual payment of the consulting revenues.
Consulting fees have typically been paid in the month subsequent to the month in
which services were performed.

In September 1996, the Company entered into a Stock Purchase and Settlement and
Release Agreement (the "Stock Purchase Agreement") with two shareholders,
including a former director. The terms of the Stock Purchase Agreement included
(a) an aggregate cash payment of $200,000 to such shareholders upon closing, (b)
the issuance of two unsecured promissory notes in the aggregate principal amount
of $3,500,000, with interest at the rate of 10% per annum, payments of interest
only for the first three years, followed by three equal annual installments of
principal repayment, with interest on the remaining balance commencing September
30, 1997, (c) a contingent obligation (the "Initial Contingent Obligations") to
issue an aggregate principal amount of $9,856,488 in unsecured promissory notes
to such shareholders including $2,000,000 in principal amount of notes each year
for four years and $1,856,488 in principal amount of notes to be issued in a
fifth year, each note with interest at 10%, payment of interest only for three
years, followed by three equal annual installments of principal plus interest on
the remaining principal balance, and (d) another contingent obligation (the
"Second Contingent Obligation") to issue an additional aggregate principal
amount of $3,000,000 in unsecured promissory notes (or cash, if the Company has
closed a firm commitment underwritten public offering of securities of not less
than $35 million prior to the contingencies being met).

The Initial Contingent Obligations are contingent upon the Company's retained
earnings balance, with certain adjustments, being at least $4,000,000 for the
fiscal year ending immediately prior to the date the notes are to be issued. The
test is to be made each year for eight successive years that commenced with the
fiscal year ended June 30, 1997. The Second Contingent Obligation is subject to
the following conditions: (a) the Barona Tribe enters into a Class III Gaming
Compact (the "Compact") with the State of California which permits the operation
of video gaming machines at the Barona Casino in San Diego County; (b) at the
time that the Barona Tribe enters into the Compact, the Company has a consulting
agreement or similar


                                       20
<PAGE>   21

contractual arrangement with the Barona Tribe; and (c) consulting fees paid to
the Company by the Barona Tribe relating to the Barona Casino for any
consecutive 12-month period within five years after the Barona Tribe has entered
into the Compact, equals or exceeds one and one-half times the consulting fees
for the fiscal year ended June 30, 1996. The Company intends to record as the
additional cost of the repurchase of its common stock, each contingent
obligation as each contingency or condition is met. All payments pursuant to the
Stock Purchase Agreement are further subject to compliance with certain state
law provisions and the Company's Articles of Incorporation concerning repurchase
transactions. The Initial Contingent Obligation has been met for the first three
test periods.

The Company's debt in connection with this stock repurchase is $9,500,000 as of
December 31, 1999. In addition, if all contingent obligations are met, a maximum
of $6,856,488 of aggregate additional consideration may still have to be repaid
under the Stock Purchase Agreement. Management believes that future revenues
generated from operations and unrestricted cash will be sufficient to service
and repay the aggregate amount of this debt.

Restricted cash and other investments of approximately $2,054,000 include; (a)
an irrevocable letter of credit for $133,000 to satisfy the terms of the
corporate lease agreement that will automatically renew on an annual basis until
October 31, 2002, unless canceled by the lessor; (b) an $8,000 certificate of
deposit pledged as collateral in connection with a loan to a Barona Tribal
member; and (c) funds in the amount of $1,912,569 which have been invested or
pledged as security for amounts borrowed by third parties in connection with the
construction of the Kla-Mo-Ya Casino, a gaming facility near Chiloquin, in south
central Oregon. From June 1996 to May 1997, the Company provided consulting
services to the Klamath and Modoc Tribes and the Yahooskin Band of Snake Indians
(collectively, the "Klamath Tribes"). The Klamath Tribes issued revenue bonds to
fund the construction of the Kla-Mo-Ya Casino. In connection with such bond
financing, the Company has a net investment of $394,569 in revenue bonds with a
principal face amount of $400,000. In addition, as a condition of the bond
financing, the Company agreed to hold the bonds for a five-year period.
Pre-opening costs and expenses of approximately $1.5 million were financed by
loans made pursuant to a third-party bank credit agreement with the Klamath
Tribes. The Company pledged a certificate of deposit for $1,518,000 as
collateral for such loans. If the Klamath Tribes are unable to pay its
obligations, the Company may lose all or a portion of its investment in the
revenue bonds it purchased and its certificate of deposit pledged as collateral
for bank loans to the Klamath Tribes. During the quarter ended December 31,
1999, the Klamath Tribes redeemed bonds held by the company with a face amount
of $100,000. The Klamath Tribes have made all required interest payments during
the fiscal year on the bonds held by the company. (See Notes to Interim
Consolidated Financial Statements, Note 7. Restricted cash and other
investments.)

The Company has invested in the equity of several companies, and plans to
continue to invest in the equity of other companies, in connection with the
Venture Catalyst division strategy. The aggregate amount invested will depend on
the Company's available cash and it's ability to identify potential investment
candidates. The Company plans to invest approximately $1,000,000 in the equity
of other companies during fiscal 2000, but has no formal obligation to do so. As
of December 31, 1999, the company has acquired approximately $729,000 in equity
from other companies in exchange for cash and services.


FORWARD-LOOKING STATEMENTS AND CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

Included in this Item 2, and in the Notes to the Interim Consolidated Financial
Statements are certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 reflecting the Company's
current expectations. Although the Company believes that its expectations are
based on reasonable assumptions, there can be no assurance that the Company's
financial goals or expectations will be realized. Such forward-looking
statements involve known and unknown risks,


                                       21
<PAGE>   22

uncertainties and other factors that may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Numerous factors may affect the Company's actual
results and may cause results to differ materially from those expressed in
forward-looking statements made by or on behalf of the Company. The Company
assumes no obligation to update or revise any such forward-looking statements or
the factors listed below to reflect events or circumstances that may arise after
this Report is filed, and that may have an effect on the Company's overall
performance.

        - DEPENDENCY ON REVENUES FROM THE BARONA CASINO/POTENTIAL DECREASE IN
          LIQUIDITY

The Company historically has derived substantially all of its revenue, and
currently derives the majority of its revenue, from services provided to the
Barona Tribe. While the Company is taking steps to diversify its business
activities and resulting revenues, those activities are producing revenues
significantly lower than revenues provided from the Company's services to the
Barona Casino. Accordingly, any material reduction in fees payable to the
Company in connection with its consulting relationship with the Barona Tribe
could have a material adverse affect on the business and financial condition of
the Company, if the Company could not either reduce expenses or increase
revenues from other sources. In connection with the Barona Casino's $150 million
expansion project, the Barona Casino has incurred, and expects to continue to
incur, significantly higher expenses then it has incurred in the past. The
result of these expenditures is to likely decrease the consulting revenues paid
to the Company during the expansion project, unless revenues at the Barona
Casino increase at a rate greater than the proportionate increase in expenses,
which is not expected. In addition to the expected decrease in consulting
revenue for the next several months, the Company has made commitments to advance
up to another $2.0 million to the Barona Casino, if needed, until such time all
outside financing is obtained. Although these advances are scheduled to be
repaid at such time the balance of the $150 million bond financing is completed,
which is expected to occur sometime mid calendar year 2000, the Company could be
faced with a decrease in short-term liquidity unless the other business segments
of the Company increase their revenue production. In addition, as noted above,
the consulting fees earned by the Company are now subject to a Subordination
Agreement relating to the Tax-Exempt Bond Financing. If the Company receives
notice (a) of a payment default under the indenture for the Tax-Exempt Bond
Financing, or (b) that the levied Government Service Tax remains unpaid, no
consulting fees will be permitted to be paid. If such an event of default
occurred, it would have a material adverse effect on the business and financial
condition of the Company to the extent that the other business segments of the
Company did not increase their revenues to compensate for such loss and/or that
the Company was unable to raise additional capital or obtain additional
borrowing.

        - THE BARONA CONSULTING AGREEMENT

        Appropriate regulatory authorities have not yet approved the Consulting
        Agreement. If the Consulting Agreement is not approved or is
        significantly modified from the standpoint of consulting revenue, such
        action would have a material adverse effect on the business and
        financial condition of the Company. (See Notes to Consolidated Financial
        Statements, Note 3. -- Barona Consulting Agreement.)

        - VOLATILITY OF AVAILABLE-FOR-SALE SECURITIES

        The Company is exposed to equity price risks on the marketable portion
        of its equity securities. The Company's available-for-sale securities at
        December 31, 1999 include strategic equity positions in securities that
        have experienced significant historical volatility in their stock
        prices. The Company does not currently attempt to reduce or eliminate
        its market exposure on these securities. An adverse change in equity
        prices could result in a material decrease in the fair value of the
        Company's available-for-sale securities.


                                       22
<PAGE>   23

        - UNCERTAINTIES CONCERNING INTERNET GAMING

        Many of the laws and regulations concerning the regulation of the
        business of Internet gaming in the United States and in other countries
        are currently being developed. The evolution of the laws and statutes
        regarding Internet gaming will have a significant impact on the
        Company's Internet gaming business. It is not known at what rate or
        direction the evolution of such gaming regulations and statutes will
        take place. The Company is competing with other entities, some of which
        have been in the market longer than the Company. In addition, certain
        current competitors and potential future competitors have, or may have
        greater resources than the Company to devote further technologies and
        new product developments to the development of Internet gaming. There
        can be no assurance that existing or future competitors will not develop
        or offer technologies that provide significant economic, technological,
        creative or strategic advantages over those offered by the Company. The
        Company's future success in the Internet Gaming Consulting field is
        dependent on the evolving regulatory and competitive environment. There
        is no assurance that the Company's present and contemplated services
        provided to "Internet gaming casinos" will achieve or maintain
        sufficient commercial acceptance, or if they do, that regulatory
        developments will not diminish the full economic potential of such
        virtual gaming sites.

        - VOLATILITY OF STOCK PRICE

        The trading price of the Company's Common Stock has been, and will
        likely continue to be, subject to wide fluctuations because of Indian
        gaming regulatory developments, quarterly variations in the Company's
        operating results, announcements of new products or business activities
        by the Company or its competitors, general market fluctuations, and
        other events and factors. These factors, coupled with the small public
        float, have in the past, and could in the future, result in wide
        fluctuations in the market trading price.

        - YEAR 2000 READINESS DISCLOSURE

        As of February 2000, the Company has completed all year 2000 readiness
        work. The Company, it's most significant customer, the Barona Casino,
        and WMH's online gaming computer software vendor have not experienced
        any major incidents related to Year 2000 issues. However, it is possible
        that the full impact of the date change has not been fully recognized.
        The Company believes that any such problems are likely to be minor and
        correctable. The Company will continue to monitor all systems for Year
        2000 related concerns. As of December 31, 1999, total costs relating to
        the Company's compliance efforts, based upon management's best
        estimates, were 55 man-hours of the Company's personnel and $3,400.
        Costs for Year 2000 compliance will continue to be expensed as incurred
        and are not expected to have a material impact on the Company's
        consolidated results of operations

        The information set forth above under this caption "Year 2000 Readiness
        Disclosure" relates to the Company's efforts to address the Year 2000
        concerns regarding the Company's (a) operations; (b) services, products
        and technologies sold to third parties; and (c) major suppliers and
        customers. Such statements are intended as Year 2000 Statements and Year
        2000 Readiness Disclosures and are subject to the Year 2000 Information
        Readiness Act.


                                       23
<PAGE>   24

                           PART II - OTHER INFORMATION

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

On December 10, 1999, the Company held its Annual Meeting of Shareholders. At
such Meeting, the following matters were approved by the shareholders:

        (a) Richard T. Harrison, Thomas G. Holmes, Andrew B. Laub, Jana McKeag,
G. Fritz Opel, Charles Reibel, Sanjay Sabnani, Cornelius E. ("Neil") Smyth, and
L. Donald Speer II were each elected to serve as directors of the Company to
hold office for a term of one year and until their respective successors are
elected and qualified. The tabulation of the votes cast for election of
Directors was as follows:

<TABLE>
<CAPTION>
             Nominee                        Votes For          Votes Withheld
      ---------------------------           ---------          --------------
<S>                                         <C>                <C>
      Richard T. Harrison                   4,265,082              4,756
      Thomas G. Holmes                      4,265,208              4,630
      Andrew B. Laub                        4,265,208              4,630
      Jana McKeag                           4,265,159              4,680
      G. Fritz Opel                         4,265,678              4,160
      Charles Reibel                        4,265,208              4,630
      Sanjay Sabnani                        4,265,174              4,664
      Cornelius E. ("Neil") Smyth           4,265,168              4,670
      L. Donald Speer II                    4,265,658              4,180
</TABLE>

        (b) An amendment to the Company's Articles of Incorporation to change
the name of the Company to "Venture Catalyst Incorporated." The tabulation of
the votes was as follows:

<TABLE>
<S>                                 <C>
         Votes For                  4,254,813
         Votes Against                  4,960
         Abstentions                   10,065
         Broker Non-Votes                   0
</TABLE>

        (c) Approval of a resolution permitting the Company to take action by
written consent of fewer than all of the shareholders of the Company entitled to
vote with respect to the subject matter of the action. The tabulation of the
votes was as follows:

<TABLE>
<S>                                 <C>
         Votes For                  3,467,704
         Votes Against                 27,302
         Abstentions                    9,420
         Broker Non-Votes             765,412
</TABLE>

        (d) Approval of the Amended and Restated Bylaws of the Company. The
tabulation of the votes was as follows:

<TABLE>
<S>                                 <C>
         Votes For                  3,482,309
         Votes Against                 13,895
         Abstentions                    8,022
         Broker Non-Votes             765,612
</TABLE>


                                       24
<PAGE>   25

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a) Exhibits. The Exhibits listed below are hereby filed with the U.S.
Securities and Exchange Commission (the "Commission") as part of this Quarterly
Report on Form 10-QSB.

<TABLE>
<CAPTION>
EXHIBIT
  NO.        DESCRIPTION
-------      -----------
<S>          <C>
  3.1        Articles of Amendment of Articles of Incorporation of the Company,
             filed with the Secretary of State of Utah on December 10, 1999.

  3.2        Amended and Restated Articles of Incorporation of the Company
             (formerly known as Twin Creek Exploration Co., Inc.), previously
             filed as Exhibit 3.1 to the Company's Annual Report on Form 10-KSB
             for the Fiscal Year Ended June 30, 1995, filed with the Commission
             on October 12, 1995 (File No. 0-11532), is hereby incorporated
             herein by reference.

  3.3        Amended and Restated Bylaws of the Company, adopted at the
             Company's Annual Meeting of Shareholders on December 10, 1999.

 10.1        Settlement and Release Agreement dated December 17, 1999, by and
             among Richard T. Harrison, the Company and Cyberworks, Inc.

 10.2        Amended and Restated Noncompetition Agreement dated as of December
             25, 1999, by and among Richard T. Harrison, Cyberworks, Inc. and
             the Company.

 10.3        Call Agreement dated as of December 25, 1999, by and between
             Richard T. Harrison and the Company.

 10.4        Stock Pledge Agreement dated as of December 25, 1999, by and
             between Richard T. Harrison and the Company.

  27         Financial Data Schedule.
</TABLE>

        (b) Reports on Form 8-K. During the Company's second quarter ended
December 31, 1999, the Company filed no Current Reports on Form 8-K with the
commission.


                                       25
<PAGE>   26

                                   SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            VENTURE CATALYST INCORPORATED,
                                            a Utah Corporation


Date: February 14, 2000                     By: /s/ L. DONALD SPEER, II
                                               ---------------------------------
                                            L. Donald Speer, II
                                            Chairman of the Board and Chief
                                            Executive Officer, President and
                                            Chief Operating Officer
                                            (Authorized Signatory, Principal
                                            Executive Officer)


Date: February 14, 2000                     By: /s/ KEVIN MCINTOSH
                                               ---------------------------------
                                            Kevin McIntosh
                                            Vice President, Chief Financial
                                            Officer, Secretary and Treasurer
                                            (Authorized Signatory, Principal
                                            Financial Officer)


                                       26
<PAGE>   27

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
  NO.        DESCRIPTION
-------      -----------
<S>          <C>
   3.1       Articles of Amendment of Articles of Incorporation of the Company,
             filed with the Secretary of State of Utah on December 10, 1999.

   3.2       Amended and Restated Articles of Incorporation of the Company
             (formerly known as Twin Creek Exploration Co., Inc.), previously
             filed as Exhibit 3.1 to the Company's Annual Report on Form 10-KSB
             for the Fiscal Year Ended June 30, 1995, filed with the Commission
             on October 12, 1995 (File No. 0-11532), is hereby incorporated
             herein by reference.

   3.3       Amended and Restated Bylaws of the Company, adopted at the
             Company's Annual Meeting of Shareholders on December 10, 1999.

  10.1       Settlement and Release Agreement dated December 17, 1999, by and
             among Richard T. Harrison, the Company and Cyberworks, Inc.

  10.2       Amended and Restated Noncompetition Agreement dated as of December
             25, 1999, by and among Richard T. Harrison, Cyberworks, Inc. and
             the Company.

  10.3       Call Agreement dated as of December 25, 1999, by and between
             Richard T. Harrison and the Company.

  10.4       Stock Pledge Agreement dated as of December 25, 1999, by and
             between Richard T. Harrison and the Company.

  27         Financial Data Schedule.
</TABLE>


                                       27