<PAGE>   1
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES  EXCHANGE ACT OF 1934

      For the quarterly period ended:  December 31, 1995

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

      For the transition period from ___________ to ___________

                         Commission File Number: 0-11532

                            INLAND CASINO CORPORATION
        (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.)


          4225 Executive Square, Suite 1650, La Jolla, California 92037
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (619) 546-9383

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
                                                                      ---  --- 

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: as of January 31, 1996,
12,541,657 shares of common stock, $.001 par value per share, were outstanding.

         Transitional Small Business Disclosure Format (check one)  
Yes     No  X
   ---     ---


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                            INLAND CASINO CORPORATION

                                TABLE OF CONTENTS


                                                                          Page
                                                                         Number
                                                                         ------
PART I.  FINANCIAL INFORMATION

    ITEM 1:  FINANCIAL STATEMENTS (Unaudited):

             Balance Sheets -
             December 31, 1995 and June 30, 1994 ......................    3

             Statements of Operations -
             Three months ended December 31, 1995 and 1994 ............    4
             Six months ended December 31, 1995 and 1994 ..............    5

             Statements of Cash Flows -
             Six months ended December 31, 1995 and 1994 ..............    6

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

      ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS
                          OR PLAN OF OPERATION ........................   11

PART II.  OTHER INFORMATION

      ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K .......................   16



                                       2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                            INLAND CASINO CORPORATION
                                 BALANCE SHEETS
                       DECEMBER 31, 1995 AND JUNE 30, 1995



<TABLE>
<CAPTION>
                                                                   December 31, 1995    June 30, 1995
                                                                   -----------------    -------------
                                                                      (Unaudited)
<S>                                                                    <C>               <C>        
                                     ASSETS

CURRENT ASSETS:
        Cash                                                           $ 1,456,122       $ 1,423,826
        Accounts receivable                                                 74,404            37,404
        Refundable income taxes                                            380,986
        Deposits and prepaid expenses                                      500,536           269,781
                                                                       -----------       -----------

                  Total current assets                                   2,412,048         1,731,011

Property and equipment, net                                                157,993           100,819
Management agreement acquisition costs, net                              7,020,360         7,231,011
Deferred taxes and other                                                   875,850           899,261
                                                                       -----------       -----------

                      Total assets                                     $10,466,251       $ 9,962,102
                                                                       ===========       ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
        Advances of future management fees                             $ 2,463,059       $ 1,840,184
        Notes payable                                                        9,474            29,187
        Accounts payable and accrued expenses                              436,084           321,077
                                                                       -----------       -----------

                      Total current liabilities                          2,908,617         2,190,448
                                                                       -----------       -----------

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
        Common stock, $.001 par, 100,000,000 shares
              authorized, 12,541,657 and 12,541,793 shares
                 outstanding                                             3,752,555         3,753,875
        Retained earnings                                                3,805,079         4,017,779
                                                                       -----------       -----------
                      Total shareholders' equity                         7,557,634         7,771,654
                                                                       -----------       -----------

                      Total liabilities and shareholders' equity       $10,466,251       $ 9,962,102
                                                                       ===========       ===========
</TABLE>



                                       3
<PAGE>   4
                            INLAND CASINO CORPORATION
                            STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                        1995                1994
                                                        ----                ----

<S>                                                 <C>                 <C>         
Revenue from management fees                        $  1,688,922        $  3,311,500

Costs and expenses:
     General and administrative expenses               1,874,338             888,986
     Amortization of management agreement
          acquisition costs                              564,180             698,810
                                                    ------------        ------------
                                                       2,438,518           1,587,796
                                                    ------------        ------------
Operating profit (loss)                                 (749,596)          1,723,704

Other income and (expense):
     Interest income                                                          31,311
     Interest expense                                     (1,229)             (1,983)
                                                    ------------        ------------
                                                          (1,229)             29,328
                                                    ------------        ------------
Income (loss) before income taxes                       (750,825)          1,753,032

Income tax provision (credit)                           (335,000)            887,529
                                                    ------------        ------------

Net income (loss)                                   $   (415,825)       $    865,503
                                                    ============        ============


Earnings (loss) per share                           $      (0.03)       $       0.07
                                                    ============        ============


Shares used in the computation of  income per
common and common equivalent share                    12,541,657          11,987,281
                                                    ============        ============

</TABLE>




                                       4
<PAGE>   5
                            INLAND CASINO CORPORATION
                            STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                        1995                1994
                                                        ----                ----

<S>                                                 <C>                 <C>         
Revenue from management fees                        $  4,341,216        $  6,845,875

Costs and expenses:
     General and administrative expenses               3,580,487           1,514,297
     Amortization of management agreement
          acquisition costs                            1,102,507           1,442,889
                                                    ------------        ------------
                                                       4,682,994           2,957,186
                                                    ------------        ------------

Operating profit (loss)                                 (341,778)          3,888,689

Other income and (expense):
     Interest income                                                          54,782
     Interest expense                                     (2,922)             (3,481)
                                                    ------------        ------------
                                                          (2,922)             51,301
                                                    ------------        ------------
Income (loss) before income taxes                       (344,700)          3,939,990

Income tax provision (credit)                           (132,000)          1,712,000
                                                    ------------        ------------

Net income (loss)                                   $   (212,700)       $  2,227,990
                                                    ============        ============

Earnings (loss) per share                           $      (0.02)       $       0.19
                                                    ============        ============

Shares used in the computation of  income per
common and common equivalent share                    12,541,657          11,987,281
                                                    ============        ============
</TABLE>



                                       5
<PAGE>   6
                            INLAND CASINO CORPORATION
                            STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    1995               1994
                                                                    ----               ----

<S>                                                             <C>                <C>        
Net cash generated by (used in) operating activities:
     Net income (loss)                                          $  (212,700)       $ 2,227,990
     Adjustments to reconcile net income to net cash
         provided by operating activities:
         Amortization and depreciation                            1,118,861          1,442,889
         Deferred taxes                                             126,000           (466,000)
         Deduction of advances from management fees
             earned                                                                 (2,689,790)
         Changes in assets and liabilities:
             Accounts receivable                                    (37,000)           (10,000)
             Deposits,  prepaid expenses and other assets          (333,344)          (603,461)
             Accounts payable and accrued expenses                  115,007            170,709
             Income taxes payable (recoverable)                    (380,986)         1,506,850
                                                                -----------        -----------
Net cash generated by operating activities                          395,838          1,579,187
                                                                -----------        -----------

Cash used in investing activities:
     Purchases of furniture and equipment                           (73,528)
     Management agreement acquisition costs                        (891,856)        (3,572,684)
Net cash used in investing activities                              (965,384)        (3,572,684)

Cash flows generated by  (used in) financing activities:
     Increase (decrease) in advances of
         future management fees                                     622,875
     Payment of loans from shareholders                                               (445,665)
     Payment of notes payable                                       (19,713)           (68,643)
     Collection of stock subscriptions receivable                                          638
     Purchase and cancellation of common stock                       (1,320)
                                                                -----------        -----------

Net cash provided by (used in) financing activities                 601,842           (513,670)
                                                                -----------        -----------


Increase (decrease) in cash                                          32,296         (2,507,167)

Cash, beginning of period                                         1,423,826          5,428,061
                                                                -----------        -----------

Cash, end of period                                             $ 1,456,122        $ 2,920,894
                                                                ===========        ===========


Supplemental Disclosures of Cash Flow Information:

     Interest expense paid                                      $     2,922        $     3,481
                                                                ===========        ===========
     Interest income received                                   $      --          $    54,782
                                                                ===========        ===========
     Income taxes paid                                          $   316,152        $   671,150
                                                                ===========        ===========
     Income tax refund received                                 $   192,316        $      --
                                                                ===========        ===========
</TABLE>




                                       6
<PAGE>   7
                            INLAND CASINO CORPORATION

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                DECEMBER 31, 1995


1.  PRESENTATION OF INTERIM FINANCIAL INFORMATION -

Basis of Presentation - The accompanying interim unaudited financial statements
have been prepared by Inland Casino Corporation, a Utah corporation (the
"Company" or "Inland Casino"), in conformity with generally accepted accounting
principles for interim financial information and with the rules and regulations
of the 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 financial statements reflect
all normal, recurring adjustments and disclosures which are, in the opinion of
management, necessary for a fair presentation. The results of operations for the
interim periods are not necessarily indicative of the results of the full fiscal
year. The interim financial statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB, as amended, for the fiscal year ended
June 30, 1995.

Earnings per share - Earnings per common and common equivalent share are
computed using the weighted average number of shares outstanding for the three
and six month periods ended December 31, 1995 and 1994. Equivalent shares are
those issuable upon the assumed exercise of stock options reflected under the
treasury stock method using the average market price of the Company's shares
during the periods, when their effect is dilutive.

2. REORGANIZATION AND MERGER - Effective July 1, 1994, Inland Casino Partners, a
California general partnership ("ICP"), and its partners, Inland Casino
Corporation, a Nevada Corporation ("ICC I"), and Eagle Edge Partners ("EEP"),
combined to form a new Delaware Corporation, Inland Casino Corporation ("ICC
II"). Such transaction is hereinafter referred to as the "Roll-Up Transaction".

On May 22, 1995 the merger of ICC II into and with Twin Creek Exploration Co.,
Inc. ("Twin Creek"), a Utah corporation, became effective (the "Merger"). To
effect the merger, the common stock of Twin Creek was reverse split 1 for 100
and the shareholders of ICC II received 11,930,406 shares, representing
approximately 95% of the shares outstanding after the merger. The surviving
company was renamed Inland Casino Corporation ("Inland Casino"), and the year
end was changed from September 30 to June 30. The transaction was accounted for
as a recapitalization using the carryover basis of the assets and liabilities of
ICC II. Accordingly, the financial statements reflect the financial condition,
results of operations and cash flows of ICC II, and its predecessors, for
periods prior to the merger date, and combined with Twin Creek from that date
forward.

3. BUSINESS AND BASIS OF ACCOUNTING - The Company manages, operates and
maintains certain gaming and food and beverage operations in California of the
Barona Group of Capitan Grande Band of Mission Indians (the "Barona Tribe") in
accordance with the terms and conditions of a certain Gaming Management
Agreement (the "Agreement") with the Barona Tribe, under a grant of authority
from the Barona Tribe's General Council.

The Company reports revenues and expenses from these services using the accrual
method of accounting. All of the Company's fee revenue is currently generated
from a single Indian gaming operation located in California.


                                       7
<PAGE>   8

                            INLAND CASINO CORPORATION

                NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)

                                DECEMBER 31, 1995

4. MANAGEMENT AGREEMENT - In February 1991, the Company entered into the
Agreement with the Barona Tribe to manage, operate and maintain cardroom
operations. In February 1992, the Agreement was expanded to include food and
beverage operations and other gaming activities, including bingo and electronic
gaming. The Agreement, which expires in February 1999, establishes the Company's
rights, obligations and duties. Under the Agreement, the Company has a
contingent liability for all obligations of the Barona Casino. The Agreement has
not been approved by the necessary regulatory agencies. The Indian Gaming
Regulatory Act ("IGRA") requires that the Agreement be approved by the National
Indian Gaming Commission (the "NIGC") and the assignment of the Agreement (e.g.,
from ICP to ICC II in connection with the Roll-Up Transaction and from ICC II to
the Company in connection with the Merger) also must be approved by the NIGC. If
the Agreement were to be nullified or terminated early, the Company could
recognize a loss for, more than likely, the total amount of the net management
acquisition costs. In addition, the Company may be required to fulfill any
outstanding financial commitments to the Barona Casino. If this were to occur,
the Company would not be profitable, and the financial commitments may exceed
its resources.

In February 1993, the NIGC was formed and was assigned authority over all Indian
gaming activities and contracts. IGRA prescribes, among other things, that
management contracts shall generally have a term of five years and pay
management fees of 30%, except that the term may be extended to seven years and
the management fee increased to 40% under certain circumstances.

The management fees are based upon a percentage of profits or the excess of
revenue over expenses generated from the gaming operations as defined in the
Agreement. The Agreement calls for a minimum monthly advance distribution to the
Tribe of $30,000. Advances are recoverable from future distributions, if any,
exceeding the minimum advance. At the expiration of the Agreement, any
outstanding advance for payment of guaranteed minimums will be forgiven by the
Company.

While management and the Tribe believe that the Agreement meets all requirements
of IGRA, the NIGC, which has been established by the IGRA, may require a change
in the term, the management fee percentage or calculation or nullify the
Agreement which could have a material adverse effect on the Company.

5. MANAGEMENT AGREEMENT ACQUISITION COSTS - The Agreement requires, and any
similar agreements it may enter into in the future with the Barona Tribe would
most likely require, the Company to fund the construction of facility
improvements, furniture and equipment, the establishment of initial working
capital and the losses, if any, of the Barona Casino operations.

Because the Barona Tribe will not allow its land to be encumbered, and has not
assumed any financial liability for costs associated with developing the Barona
Casino, as a condition of its Agreement, the Company assumed all liability for
these obligations. The Company has capitalized those costs incurred as
management agreement acquisition costs, since (i) the Company has the ultimate
responsibility for the costs incurred, and (ii) management believes that these
costs are fully recoverable over the life of the Agreement, through payment of
management fees. However, given the nature of the asset, if the recoverability
is determined to be not probable, the Company will expense the unamortized
portion.


                                       8
<PAGE>   9
                            INLAND CASINO CORPORATION

                NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)

                                DECEMBER 31, 1995

On an ongoing basis, management reviews the valuation and recoverability of the
unamortized management agreement acquisition costs. As part of this review, the
Company estimates the discounted present value of the future projected net
income generated by the Barona Casino and the resulting management fee review to
determine whether impairment has occurred.

Amortization of the management agreement acquisition costs is calculated as the
greater of the amortization using (i) the straight-line method over the
remaining term of the Agreement or (ii) an accelerated method, whichever is
greater. The accelerated amortization is equal to the excess of management fees
earned over 30% of Casino operating income. Under the terms of the Agreement,
title to the Barona Casino facilities, furniture and equipment rests solely with
the Barona Tribe, unless the Barona Tribe agrees otherwise.

6. COMMITMENTS AND CONTINGENCIES - LOAN AGREEMENT - In October 1995, the Company
negotiated a credit facility with a bank which allows for total borrowings of $2
million. The credit agreement expires on October 10, 1998, and is secured by all
of the Company's personal property, including but not limited to bank deposits,
accounts receivable, inventory and equipment. This agreement contains various
covenants including restrictive covenants which require, among other things, the
maintenance of certain financial ratios, maintenance of $1,000,000 in the bank's
deposit accounts, a limitation on the incurrence of future indebtedness and a
prohibition on declaring or making any cash dividends. As of February 14, 1996,
the Company had no outstanding borrowings under this credit facility. Under the
terms of this agreement, amounts drawn on the line will convert into notes
payable over a number of months (the exact number of which depend upon the date
of disbursement) with interest at prime plus 2%. All of such notes become due
and payable no later than October 10, 1998. In connection with this credit
financing, the bank will receive immediately exercisable warrants to purchase
40,000 shares of the Company's common stock, subject to certain anti-dilution
provisions, at an initial exercise price of $5.00. The warrant expires on
October 10, 2000.

7. COMMITMENTS AND CONTINGENCIES - LITIGATION - Indian Gaming is the subject of
numerous lawsuits in various court jurisdictions at both federal and state
levels. These court cases are attempting to define the permissible gaming
activities on Indian reservations, the states' rights or limitations on control
of gaming, the rights of the tribes to compel the states to negotiate compacts
with the tribes, and numerous other issues. The Barona Tribe is not a party to
these cases nor is the Barona Reservation within the jurisdiction of certain
courts in which many of these cases will be decided; therefore, the impact, if
any, on the operations of the Barona Casino cannot be determined at this time.

The impact of decisions in various cases, however, could have a significant
impact on the operations of Barona Casino and the Company when decided.
Specifically, current cases are addressing the legality of electronic gaming
equipment and certain card games in California and whether the State of
California should be required to permit the operation of video gaming equipment.
Various courts have ruled in different cases, or in different hearings on the
same case, both in the states' favor and in the tribes' favor on the same or
similar issues. There are appeals remaining in a number of cases and other cases
may arise. Until the courts make definitive rulings, the legality of the gaming
activities will not be known.


                                       9
<PAGE>   10
                           INLAND CASINO CORPORATION

                NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)

                                DECEMBER 31, 1995

On June 30, 1994, the U.S. Attorney of the Southern District of California
announced a verbal understanding with three San Diego Indian tribes, including
the Barona Tribe, that would allow the Barona Casino to continue to operate
without expansion of gaming activities until one or more of the following
occurs:

-    A compact with the State of California is negotiated or the Secretary of
         the Interior expressly authorized gaming, such as certain card or
         electronic/video gaming, which have not been previously addressed,

-    Entry of final judgments and exhaustion of all appellate remedies in 
         certain cited suits pending before federal courts,

-    Enactment of  federal legislation that authorizes the operation of the 
         electronic/video games at issue without a tribal-state compact,

-     Amendment of the NIGC's regulations to include the electronic/video games
         within the definition gaming or permissible technologic aids thereto
         which are not subject to State compact, or

-     Material breach of  the understanding by the Barona Tribe.


                                       10
<PAGE>   11
        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

Since its formation, the Company has devoted substantially all of its efforts to
provide operational and consulting services for the Barona Tribe at the Barona
Casino, including providing assistance to the Barona Tribe in the development
and expansion of the "Big Top" facility at the Barona Casino. To date, payments
under the Agreement have been Inland Casino's only source of revenue. Pursuant
to the Agreement, as amended, Inland Casino earns fees based upon a percentage
of the "net profits" generated by the Barona Casino. As used in this Report,
solely with respect to the Agreement, the term "net profits" is not intended to
mean net profits as defined by generally accepted accounting principles or by
the Indian Gaming Regulatory Act. Generally, the Agreement defines "net profit"
as the total amount of moneys remaining from monthly gross receipts after
payment of the operating expenses for such month which amount shall be
calculated on a cash basis.

The Company provides executive personnel, at its expense, to operate the
activities, and it enters into agreements such as leases or construction for the
Barona Casino. As part of its contractual obligations, Inland Casino has
provided significant financing for the construction and expansion of the Barona
Casino. The financing costs are recognized as an asset in the financial
statements of the Company, designated as management agreement acquisition costs,
and are expensed over the term of the Agreement. The recovery of this financing
is achieved through the fees paid pursuant to the Agreement to Inland Casino.
Such construction financing obligations are incurred upon the recommendation of
the Company, and subject to acceptance by the Barona Tribe. In the event the
Company finances further expansion at the Barona Casino, Inland Casino
anticipates financing such costs on like terms.

The Company plans to explore the possibility of contracting with other casinos.
The particulars of each such agreement may differ significantly as to the type
and level of services provided, the need for expansion of the facilities and the
responsibilities for financing any such construction. In addition, the
compensation, term and other rights or obligations under these contracts also
may differ significantly from the Agreement with the Barona Tribe.

Inland Casino's corporate activities, besides the duties under the Agreement and
collateral contracts, include arranging financing to support casino construction
projects, the development of other contract opportunities, proactive tracking of
Indian Gaming legislative and litigation matters, and the operation and
administration of the activities of Inland Casino itself.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1995 COMPARED WITH THE THREE MONTHS ENDED
DECEMBER 31, 1994.

REVENUE. Revenue decreased 49.0% from $3,311,500 for the three months ended
December 31, 1994 to $1,688,922 for the three months ended December 31, 1995,
because of reduced profit margins at the Barona Casino, resulting primarily from
increases in payroll, marketing and administrative costs. The increase in
payroll and administrative costs at the Barona Casino was the result of
management's decision to increase staff levels to provide additional
administrative support and improved service to customers, and increases in
marketing costs resulted from the implementation of new promotions and
advertising programs.

OPERATING EXPENSES. General and administrative expenses increased 110.8% from
$888,986 for the three months ended December 31, 1994 to $1,874,338 for the
three months ended December 31, 1995 primarily as the result of increased
payroll, marketing and administrative costs. Salaries and benefit costs
increased as executive-level employees were hired to provide the professional
staff necessary for the needs of the


                                       11
<PAGE>   12
Company, including the duties required of a public company, and marketing of the
Company's services to others.

Other administrative costs increased as a result of increases in sponsorships,
charitable contributions and marketing costs. Professional fees, including legal
and accounting expenses, increased as the Company became public in May of 1995,
and therefore became subject to new compliance and reporting requirements.
Facilities costs also increased as a result of the Company entering into a lease
for its current offices in January 1995. Amortization of management agreement
acquisition costs decreased 19.3% from $698,810 for the three months ended
December 31, 1994 to $564,180 for the three months ended December 31, 1995.
Amortization of the management agreement acquisition costs is calculated as the
greater of the amortization using the straight-line method over the remaining
term of the Agreement or an accelerated method, whichever is greater. The
accelerated amortization is equal to the excess of management fees earned over
30% of Casino operating income. Since the Company did not earn a management fee
of over 30% of Casino operating income during the three months ended December
31, 1995, the straight-line method was used, compared to use of the accelerated
method for the three months ended December 31, 1994.

For the three months ended December 31, 1994 interest income was $31,311,
compared to none for the three months ended December 31, 1995. Commencing in
Fiscal 1996, it was determined that as long as the Company had outstanding
advances of future management fees due the Barona Casino, interest earned on
excess cash balances should be paid to the Barona Casino.

For the three months ended December 31, 1995, an income tax credit of $335,000
resulted from calculating the estimated amount of income taxes recoverable from
a carry-back of the operating loss of $749,596 for the period to prior years.
For the three months ended December 31, 1994, an income tax provision of
$887,529 was estimated for income taxes on income of $1,753,704.

SIX MONTHS ENDED DECEMBER 31, 1995 COMPARED WITH THE SIX MONTHS ENDED DECEMBER
31, 1994.

REVENUE. Revenue decreased 36.6% from $6,845,875 for the six months ended
December 31, 1994 to $4,341,216 for the six months ended December 31, 1995,
because of reduced profit margins at the Barona Casino, resulting primarily from
increases in payroll, marketing and administrative costs. The increase in
payroll and administrative costs at the Barona Casino was the result of
management's decision to increase staff levels to provide additional
administrative support and improved service to customers, and increases in
marketing costs resulted from the implementation of new promotions and
advertising programs.

OPERATING EXPENSES. General and administrative expenses increased 136.4% from
$1,514,297 for the six months ended December 31, 1994 to $3,580,487 for the six
months ended December 31, 1995 primarily as the result of increased payroll,
marketing and administrative costs. Salaries and benefits increased as the
number of employees of the Company increased from 8 to 22, including key
employees with backgrounds in law, finance, accounting, and investor relations,
hired to perform the duties required of a public company. Key employees with
backgrounds in operations, security and marketing also were added to (i) assist
with enhancement of operations, as well as the development and expansion of the
Barona Casino, and (ii) provide a staff to market the Company's gaming
management and consulting services to others.

Other administrative costs increased as a result of increases in sponsorships,
charitable contributions and marketing costs. Professional fees, including legal
and accounting expenses, increased as the Company became public in May of 1995,
and therefore became subject to new compliance and reporting requirements.
Facilities costs also increased as a result of the Company entering into a lease
for its current offices in January 1995. Amortization of management agreement
acquisition costs decreased 23.6% from $1,442,889 for the six months ended
December 31, 1994 to $1,102,507 for the six months ended December


                                       12
<PAGE>   13
31, 1995. Amortization of the management agreement acquisition costs is
calculated as the greater of the amortization using the straight-line method
over the remaining term of the Agreement or an accelerated method, whichever is
greater. The accelerated amortization is equal to the excess of management fees
earned over 30% of Casino operating income. Since the Company did not earn a
management fee of over 30% of Casino operating income during the six months
ended December 31, 1995, the straight-line method was used, compared to use of
the accelerated method for the six months ended December 31, 1994.

For the six months ended December 31, 1994 interest income was $54,782 compared
to none for the six months ended December 31, 1995. Commencing in Fiscal 1996,
it was determined that as long as the Company had outstanding advances of future
management fees due the Barona Casino, interest earned on excess cash balances
should be paid to the Barona Casino.

For the six months ended December 31, 1995, an income tax credit of $132,000
resulted from calculating the estimated amount of income taxes recoverable from
a carry-back of the operating loss of $344,700 for the period to prior years.
For the six months ended December 31, 1994, an income tax provision of
$1,712,000 was estimated for income taxes on income of $3,939,990.

LIQUIDITY AND CAPITAL RESOURCES.

As noted above, Inland Casino's principal source of revenue is fees or advances
of fees from the Agreement to operate the Barona Casino. Over the course of the
period from the start of Fiscal 1993 through Fiscal 1995, in addition to general
and administrative and other miscellaneous expenses, the Company's most
significant expense item has been the funding of construction costs related to
an expansion of the facilities at the Barona Casino. Net cash provided by
operations from management fees during the same period has been insufficient by
itself to fund construction. In addition to fees earned under the Agreement, the
Company also has received advances against future fees from the Barona Tribe and
received capital contributions from its shareholders.

During the six months ended December 31, 1995, the Company's cash position
increased $32,296 from the June 30, 1995 balance of $1,423,826, to $1,456,122 at
December 31, 1995. The increase was principally due to net cash generated by
operating activities of $395,838 during the period, and an increase in advances
of future management fees of $622,875, offset by cash invested in management
agreement acquisition costs of $891,856, purchases of furniture and equipment of
$73,528, payment of notes payable of $19,713 and the redemption of common stock
of $1,320.

Accounts receivable increased $37,000 during the first six months of Fiscal 1996
primarily as a result of an increase in loans to officers and employees. The
increase in refundable income taxes of $348,986 resulted primarily from the
credit income tax provision based on the operating loss for the six months ended
December 31, 1995, realization of deferred income tax credits, and income tax
payments, partially offset by income tax refunds.

The management agreement acquisition costs, totaling $12,368,159 at December 31,
1995, had been financed principally by advances from EEP, which totaled
$4,578,201 from working capital, from advances of future management fees from
the Barona Casino, and from capital contributions by shareholders. At December
31, 1995, outstanding advances of future fees from the Barona Casino were
$2,463,059. Advances from the Barona Tribe are repaid by Inland Casino through
the reduction in payment of future fees earned. Advances do not bear interest
and are due on demand. At some point in the future, if the Agreement is not
approved by the necessary regulatory bodies, Inland Casino will be obligated to
repay such advances to the Barona Casino even if it is not entitled to any
future fees under the Agreement. Likewise, if the Agreement is approved but with
a fee that is lower than presently provided for in the Agreement, Inland
Casino's ability to repay such advances or to fund future expansion could be
adversely


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affected. Although management believes that it will have the resources
sufficient to make repayment of the advances, there can be no assurance that
Inland Casino will have the resources to repay any outstanding advances, in the
future, if the Agreement is not approved.

It is management's intention to fund future improvements in the Barona Casino
first from working capital and through advances of future fees, whenever
possible, before seeking outside debt or equity financing. However, outside
sources of financing may be required or sought at any time. In October 1995, the
Company negotiated a credit facility with a bank which allows for total credit
of $2 million. The credit agreement expires on October 10, 1998, and is secured
by all of the Company's personal property, including but not limited to bank
deposits, accounts receivable, inventory and equipment. This agreement contains
various covenants including restrictive covenants which require, among other
things, the maintenance of certain financial ratios, maintenance of $1,000,000
in the bank's deposit accounts, a limitation on the incurrence of future
indebtedness and a prohibition on declaring or making any cash dividends. As of
February 14, 1996, the Company had no outstanding borrowings under this credit
facility. The above-mentioned covenants are not expected to affect the ability
of the Company to draw upon this facility or to meet its obligations. Under the
terms of this agreement, amounts drawn on the line will convert into notes
payable over a period of months (the exact number of which is dependent upon the
date of disbursement), with interest at prime plus 2%. All of such notes become
due and payable no later than October 10, 1998. In connection with this credit
financing, the bank will receive immediately exercisable warrants to purchase
40,000 shares of the Company's common stock, subject to certain anti-dilution
provisions, at an initial exercise price of $5.00. The warrant expires on
October 10, 2000. (See Note 6 to the Interim Financial Statements.)


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Inland Casino has announced plans to spend approximately $17.5 million to expand
and improve the existing facilities at the Barona Casino, which expansion is
subject to the approval of the Barona Tribe. The expansion will not increase the
number of gaming devices, but is expected to expand off-track betting and other
non-gaming activities, as permitted under the verbal agreement with the U.S.
Attorney for the Southern District of California and the compact with the State
of California concerning off-track betting.

The Barona Casino and all of the related facilities are capital improvements
upon land which belongs to the Barona Tribe. As such, the Company has no
ownership whatsoever in any of the improvements to such land. All of these
improvements belong to the Barona Tribe.

SEASONALITY.

The Barona Casino is located approximately 30 miles east of downtown San Diego,
California where the population is relatively stable throughout the year,
although it peaks to some extent due to tourism during the summer months and to
a lesser extent during the winter months. On the basis of its experience to
date, management of Inland Casino anticipates that the Barona Casino's business
may peak in summer and, to some extent, in winter, and may decline somewhat in
early spring and late fall. However, at this time, management cannot accurately
predict the continued effect of seasonality on its business.

INFLATION.

To date, inflation has not had a material impact on the Company's financial
condition or its results of operations.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS.

Gaming on Indian land is extensively regulated by federal, state, and tribal
governments, and the present regulatory environment is extremely uncertain
because of certain pending litigation and legislation. Adverse findings for any
of the Indian tribes in any of the pending actions could have a material adverse
effect on the operations of Inland Casino, as would criminal and civil
enforcement actions taken by federal agencies which could be commenced before
the outcome of such litigation is known.

Further, if the Agreement is terminated or fails to receive approval from the
National Indian Gaming Commission (the "NIGC"), or if the assignments of the
Agreement from Inland Casino Partners ("ICP") to Inland Casino Corporation, a
Delaware corporation ("ICC II"), and from ICC II to Inland Casino, fail to
receive approval from the NIGC, any such event would have a material adverse
effect on the business and financial condition of the Company.

In any event, any material reduction in the management fee payable to the
Company, whether as a result of a modification to the Agreement or weakness in
the operations of the Barona Casino could have a material adverse effect on the
business and financial condition of the Company, if the Company could not either
reduce expenses or increase revenues from other sources.


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                           PART II - OTHER INFORMATION

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

(a)      Exhibits

         Exhibit No.

             10.1          Credit Terms and Conditions dated October 10, 1995 by
                           and between Inland Casino Corporation and Imperial
                           Bank.

             10.2          Note dated October 10, 1995 of Inland Casino
                           Corporation to Imperial Bank, and Addendum to such
                           Note.

             10.3          General Security Agreement dated October 10, 1995 by
                           and between Inland Casino Corporation and Imperial
                           Bank.

             10.4          Warrant to Purchase Stock dated October 10, 1995
                           issued by Inland Casino Corporation to Imperial Bank.

               27          Financial Data Schedule

(b)      Reports on Form 8-K

No reports on Form 8-K were filed during the Company's second quarter ended
December 31, 1995.

  
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                                   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.

                                            INLAND CASINO CORPORATION,
                                                a Utah Corporation
                                                   (Registrant)

Date:   February 14, 1996                     /s/ Duane M. Eberlein
                                              ---------------------
                                              Duane M. Eberlein
                                              Vice President,
                                              Chief Financial Officer
                                              (Principal Financial and
                                              and Accounting Officer)


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