<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                  -------------

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

For the quarterly period ended March 31, 2000

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

For the transition period from __________ to __________

                           Commission File No. 0-22191

                           CCA COMPANIES INCORPORATED
                  --------------------------------------------
                           (Exact Name of Registrant)

           Delaware                                            65-0675901
-------------------------------                          -----------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                       9130 S. Dadeland Blvd., Suite 1602
                                 Miami, FL 33156
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (305) 670-3838
                    ----------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
                    ----------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if changed Since Last Report)

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

                                Yes / X / No. / /

         State the number of shares outstanding of each of the registrant's
classes of common equity, as of the latest practicable date.

          Class                                      Outstanding at May 25, 2000
          ------                                     ---------------------------
Common Stock, $.001 par value                             16,326,666 shares


<PAGE>

                           CCA COMPANIES INCORPORATED

                               INDEX TO FORM 10-Q

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 1999
         and March 31, 2000 (unaudited).......................................1

CondensedConsolidated Statements of Operations for the Three and Nine
         Months ended March 31, 2000 (unaudited), and
         the Three and Nine Months ended March 31, 1999 (unaudited)...........2

Condensed Consolidated Statements of Cash Flows for the Three
         and Nine Months ended March 31, 2000 (unaudited),
         and the Three and Nine Months ended
         March 31, 1999 (unaudited)...........................................3

Notes to Condensed Consolidated Financial Statements..........................4

Item 2.       Management's Discussion and Analysis of
              Financial Conditions and Results of Operations..................9

PART II. OTHER INFORMATION

Item 2.       Changes in Securities and Use of Proceeds......................15

Item 3.       Quantitative and Qualitative Disclosure about Market Risk......15

Item 6.       Exhibits and Reports on Form 8-K...............................16

SIGNATURES...................................................................17



                                       i


<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.       Financial Statements

                           CCA COMPANIES INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                 June 30,               March 31,
ASSETS                                                                             1999                   2000
------                                                                       -----------------      ------------------
                                                                                                       (Unaudited)
<S>                                                                          <C>                    <C>
CURRENT ASSETS:
Cash and cash equivalents                                                          $  425,662              $  378,097
Prepaid and other current assets                                                      183,262                 229,822
                                                                             -----------------      ------------------
     Total current assets                                                             608,924                 607,919

Construction in progress                                                            5,251,396               5,260,836
Excess cost over fair value of assets acquired, net                                10,014,967               9,751,361
Property, equipment and leasehold improvements, net                                 6,131,139               5,710,170
Other assets                                                                          632,664                 996,372
                                                                             -----------------      ------------------

     TOTAL                                                                   $    22,639,090              $22,326,658
                                                                             =================      ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses                                             $ 1,423,923                 514,810
Notes and loans payable - current                                                     500,000                 585,000
Net liabilities from discontinued operations                                          203,273                  49,000
                                                                             -----------------      ------------------
                                                                             -----------------      ------------------
    Total current liabilities                                                       2,127,196               1,148,810
                                                                             -----------------      ------------------
                                                                             -----------------      ------------------

Notes payable - long term                                                             600,000                 600,000
                                                                             -----------------      ------------------
Minority interest in consolidated subsidiary                                           89,278                 825,674
                                                                             -----------------      ------------------

Commitments and contingencies

STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01, 5,000,000 shares
     authorized, no shares issued and outstanding
Common stock, par value $.001; 50,000,000 shares
     authorized; 14,014,939 and 16,326,666 shares issued and
     outstanding at June 30, 1999 and March 31, 2000, respectively                     14,015                  16,327
Additional paid-in capital                                                         46,892,901              47,349,588
Accumulated deficit                                                              (27,084,300)            (27,613,741)
                                                                             -----------------      ------------------
     Total stockholders' equity                                                    19,822,616              19,752,174
                                                                             -----------------      ------------------

     TOTAL                                                                        $22,639,090            $ 22,326,658
                                                                             =================      ==================

</TABLE>


See notes to condensed consolidated financial statements.


                                       1
<PAGE>

                           CCA COMPANIES INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                      For the          For the Three          For the               For
                                                    Three Months          Months            Nine Months             the
                                                       Ended               Ended               Ended            Nine Months
                                                      March 31,          March 31,            March 31,       Ended March 31,
                                                        1999               2000                 1999                 2000
                                                  ----------------    ----------------    ----------------    ----------------
<S>                                               <C>                 <C>                 <C>                 <C>
REVENUES                                           $  1,553,412       $  1,812,716        $   3,843,863          $5,398,196

OPERATING EXPENSES:
Marketing, General and administrative                 1,552,238          1,687,712            5,995,058           4,884,209
Compensation charges related
to issuance of options and warrants                                                             750,000
                                                  ----------------    ----------------    ----------------    ----------------

    Total operating expenses                          1,552,238          1,687,712            6,745,058           4,884,209
                                                  ----------------    ----------------    ----------------    ----------------

INCOME (LOSS) FROM OPERATIONS                             1,174            125,004           (2,901,195)            513,987

OTHER INCOME (EXPENSE):
Interest income                                           2,176              1,745               11,043               3,291
Interest expense                                       (134,202)           (63,068)            (229,362)           (206,823)
                                                  ----------------    ----------------    ----------------    ----------------
    Total other income (expense)                       (132,026)           (61,323)            (218,319)           (203,532)
                                                  ----------------    ----------------    ----------------    ----------------

NET INCOME (LOSS) BEFORE                               (130,852)            63,681           (3,119,514)            310,455
    MINORITY INTEREST

Minority interest                                                         (249,269)                                (736,396)
                                                  ----------------    ----------------    ----------------    ----------------

LOSS FROM CONTINUED OPERATIONS                         (130,852)          (185,588)          (3,119,514)           (425,941)

Loss from discontinued operations                       (49,219)                               (410,401)           (103,500)
                                                  ----------------    ----------------    ----------------    ----------------

NET LOSS                                            $  (180,071)        $ (185,588)         $(3,529,915)      $    (529,441)
                                                  ================    ================    ================    ================

NET LOSS PER SHARE OF COMMON STOCK:
    Loss from continuing operations
                                                    $    (0.011)        $    (0.01)           $   (0.26)      $       (0.03)
    Loss from discontinued operations                    (0.004)                                  (0.03)              (0.01)
                                                  ----------------    ----------------    ----------------    ----------------
                                                    $    (0.015)        $    (0.01)           $   (0.29)      $       (0.04)
                                                  ================    ================    ================    ================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND
    COMMON SHARE EQUIVALENTS OUTSTANDING             12,217,414         16,074,798            12,131,419         14,872,967
                                                  ================    ================    ================    ================

</TABLE>


See notes to condensed financial statements.


                                       2
<PAGE>

                           CCA COMPANIES INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                                                                 For the         For the
                                                           For the Three    For the Three      Nine Months         Nine
                                                               Months           Months            Ended           Months
                                                               Ended            Ended           March 31,      Ended March 31,
                                                           March 31, 1999   March 31, 2000        1999             2000
                                                           ---------------  ---------------  --------------    --------------
<S>                                                         <C>            <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                    ($  180,071)     $  (185,588)     ($3,529,915)     $  (529,441)
Adjustments:
   Loss from discontinued operations                             49,219                           410,401          103,500
  Compensation expense in connection with issuance of
         options and warrants                                                                     750,000
  Depreciation and amortization                                 195,737          281,381          731,427          831,279
  Legal services provided for stock options                                                        28,000           10,000
  Consulting services provided for common stock                                   66,000                            73,500
   Minority interest on consolidated subsidiary                                  249,269                           736,396
  Changes in current assets and current liabilities:
     Prepaid expenses and other current assets                    5,260          (35,888)         230,616          (46,560)
     Accounts payable and accrued expenses                      (58,133)        (416,181)         170,165         (909,113)
                                                            -----------      -----------      -----------      -----------

    Net cash provided (used) by continuing operations            12,012          (41,007)      (1,209,306)         269,561

    Net cash provided (used) by discontinued operations         (68,843)         (35,440)        (439,161)        (202,775)
                                                            -----------      -----------      -----------      -----------

Net cash provided (used) by operating activities                (56,831)         (76,447)      (1,648,467)          66,786
                                                            -----------      -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property, equipment and leasehold improvements                 (749,437)         (83,290)      (3,875,036)        (146,703)
Deposits on assets applied to purchase                                                            422,015
Funds used for acquisitions and development                     115,814         (272,473)        (562,180)        (373,148)
Proceeds from sale of discontinued operations                                                   1,810,000
                                                            -----------      -----------      -----------      -----------

Net cash provided (used) by investing activities               (633,623)        (355,763)      (2,205,201)        (519,851)
                                                            -----------      -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock                              175,000                         1,175,000          125,000
Construction services provided for common stock                                                   200,250
Notes payable and interest converted for common stock                                                              195,500
Proceeds from notes and loans payable                           250,000          450,000        1,475,000          850,000
Repayments of notes payable                                     (75,000)         (30,000)         (75,000)        (765,000)
Proceeds from loans made on discontinued operations                                             1,000,000
Repayment of loans on discontinued operations                                                  (1,295,000)
                                                            -----------      -----------      -----------      -----------

Net cash provided (used) by financing activities                350,000          420,000        2,480,250          405,500
                                                            -----------      -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                       (340,454)         (12,210)      (1,373,418)         (47,565)

CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD                                         560,119          390,307        1,593,083          425,662
                                                            -----------      -----------      -----------      -----------
CASH AND CASH EQUIVALENTS,
    END OF PERIOD                                           $   219,665      $   378,097      $   219,665      $   378,097
                                                            ===========      ===========      ===========      ===========

See notes to condensed consolidated financial statements

</TABLE>


                                       3
<PAGE>

                           CCA COMPANIES INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(Note A) Basis of Presentation and the Company:

         CCA Companies Incorporated was incorporated on March 6, 1996 and
initially adopted a fiscal year ending August 31. Subsequently, in June 1997 the
Company elected to change its fiscal year end to June 30.

         The accompanying unaudited condensed consolidated financial statements
include the accounts of CCA, its subsidiaries and joint venture (collectively,
the "Company"). Intercompany transactions and balances have been eliminated in
consolidation. The consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for fair presentation have been included. Operating results for the
three and nine month periods ended March 31, 2000 are not necessarily indicative
of the results that may be expected for any interim period or the year ending
June 30, 2000.

         The balance sheet at June 30, 1999 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the audited financial
statements and footnotes thereto included in the Form 10-K for the year ended
June 30, 1999 filed by the Company.

         The subsidiaries Sakhalin General Trading and Investments Ltd.
("SGTI"), Sakhalin City Center Ltd. ("SCC"), Dorsett Hotel & Resorts
International ("Dorsett"), Suriname Leisure Company A.V.V. ("SLC") and Roulette
Kft. ("Roulette") (majority shareholding disposed of on December 28, 1998) are
based and operating in Cyprus, Russian Federation, Malaysia, Suriname and
Hungary respectively. The statutory currencies in the countries of incorporation
are respectively the Cyprus Pound, the Russian Ruble, the Malaysian Ringgit, the
Suriname Guilder and the Hungarian Forint. The reporting currency is the U.S.
Dollar.


(Note B) The Company:

          CCA Companies Incorporated was incorporated under the laws of the
State of Delaware on March 6, 1996 as Conserver Corporation of America and
changed its name on December 2, 1997. The active business of CCA Companies
Incorporated (with its subsidiaries) is the (i) operation and 50% ownership of a
gaming casino in Suriname and (ii) pursuing the development of a casino and
hotel project in Sakhalin in the Russian Federation.


                                       4
<PAGE>

 (Note C) Summary of Significant Accounting Policies:

         [1]  Principles of consolidation

          The accompanying consolidated financial statements include the
accounts of CCA and its subsidiaries (collectively, the "Company"). Accounts of
Roulette have been consolidated from the date of acquisition, September 1, 1998,
to the date on which CCA disposed of its majority interest, December 28, 1998.
Inter-company transactions and balances have been eliminated in consolidation.

          SCC is currently generating losses. Accordingly, the minority interest
held is not reflected in the financial statements. The minority shareholders are
not obligated to fund SCC's losses.


         [2]  Use of Estimates in the Preparation of Financial Statements

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

         [3]  Impairment of Long-Lived Assets

         The Company adopted the Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." Under the provisions of this statement,
the Company has evaluated its long-lived assets for financial impairment, and
will continue to evaluate them as events or changes in circumstances indicate
that the carrying amount of such assets may not be fully recoverable.

         The Company evaluates the recoverability of long-lived assets by
measuring the carrying amount of the assets against the estimated undiscounted
future cash flows associated with them. At the time such evaluations indicate
that the future undiscounted cash flows of certain long-lived assets are not
sufficient to recover the carrying value of such assets, the assets are adjusted
to their fair values.

         [4]  Foreign currency translation

         The functional currency for the Company's subsidiaries, SGTI and SLC,
is the United States dollar. All assets and liabilities, materially all
contracts, transactions and normal business activities have been transacted,
conducted, negotiated and recorded in U.S. dollars. It is the Company's position
that the operations of the Company are not integrally connected to the economies
of Cyprus and Suriname.

         Pursuant to Financial Accounting Standards Board Statement No. 52,
"Foreign Currency Translation" (FAS 52), the Company's Russian subsidiary is
situated in a highly inflationary economy. Accordingly, the Company's Russian
subsidiary's functional currency will be the U.S. dollar.


                                       5
<PAGE>

         The financial statements for the Company's subsidiaries outside the
U.S. have been translated to U.S. Dollars using a methodology consistent with
Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency
Translation. Assets and liabilities are translated to United States Dollars at
the rates prevailing on the balance sheet dates and the statements of operations
have been translated from the functional currencies to U.S. Dollars using
average exchange rates for the applicable years.


         [5]  Property, Equipment and Leasehold Improvements

         Property and equipment is recorded at cost. Depreciation and
amortization is computed by the straight line method based on the estimated
useful lives (3-5 years) of the related assets. Leasehold improvements are
amortized over the shorter of the life of the asset or the lease.

         [6]  Excess Cost over Fair Value of Assets Acquired

         The excess of cost over net fair value of assets acquired of Sakhalin
General Trading & Investments, Limited ("SGTI") are amortized on a straight-line
basis, over the estimated future periods to be benefited (30 years). On an
annual basis, the Company reviews the recoverability of the excess cost over the
fair value of assets acquired.

         [7]  Income Taxes

         For the purpose of these financial statements the Company has adopted
the provisions of Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes," for all periods presented. Under the asset and
liability method of SFAS 109, deferred taxes are recognized for differences
between financial statement and income tax bases of assets and liabilities.

         [8]  Earnings Per Share

         Effective December 31, 1997, the Company adopted Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share," which simplifies the computation
of earnings per share requiring the restatement of all prior periods.

         Net loss per share of common stock is based on the weighted average
number of common shares outstanding during each period. Diluted loss per share
of common stock is computed on the basis of the weighted average number of
common shares and diluted securities outstanding. Dilutive securities having an
anti-dilutive effect are excluded from the calculation.

          [9]  Stock Based Compensation

         In October 1995, FASB issued SFAS No. 123, "Accounting for Stock Based
Compensation." SFAS No. 123 establishes a fair value method for accounting for
stock-based compensation plans either through recognition or disclosure. The
Company did not adopt the fair value based method for employees but instead
discloses the pro forma effects of the calculation required by the statement.


                                       6
<PAGE>

         [10]  New Accounting Standards

                  In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS
No. 133 requires companies to recognize all derivatives contracts as either
assets or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in operations in the period of change. SFAS No. 133 is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. The Company
has not entered into derivatives contracts either to hedge existing risks or for
speculative purposes. Accordingly, the Company does not expect adoption of the
new standard on July 1, 2000 to affect its consolidated financial statements.

         In October 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 134 "Accounting for
Mortgage-Backed Securities Retained After the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise", which is effective for the
first fiscal quarter beginning after December 15, 1998. There is no impact to
the Company's financial reporting or presentation due to the adoption of SFAS
No. 134.

         In February 1999, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 135 "Recession of FASB Statement
No. 75 and Technical Corrections", which is effective for financial statements
issued after February 15, 1999. There is no impact to the Company's financial
reporting or presentation due to the adoption of SFAS No. 135.


(Note D)  SLC income taxes and import duties:

     SLC has requested that the Government of Suriname grant it certain
concessions regarding the imposition of taxes and import duties. The Company's
Suriname legal counsel has advised it that based on the Suriname Investment Act,
SLC is entitled to the following exemptions.

o    Temporary exemption from income for new undertakings -profits from new
     undertakings are exempt from tax during the first six years of operations
     subject to a maximum profit of twice the amount invested in the new
     undertaking.
o    Free depreciation of the first investments for new undertakings - this
     facility provides that assets which represent the first investment for new
     undertakings may be depreciated without restriction. Accordingly, such
     assets can be depreciated when and in a fashion, accelerated basis or
     otherwise, in order to offset its profits each year up to the full amount
     of the assets that have been initially invested.
o    Temporary exemption from import duties for new undertakings and business
     expansions - this facility provides full or partial exemption from import
     duties on operating assets which will be used in the operations of the new
     undertakings and also materials and goods used to generate such operating
     assets.


                                       7
<PAGE>

     Accordingly, no provision for income tax or import duties has been made
with regard to the activities conducted by SLC.


(Note D)  Commitments and contingencies:

         As a result of the failure of Far East Consortium International Ltd.
("FEC") and Dorsett Hotels and Resorts International Ltd ("DHRI"), parties with
the Company to the Hotel Management Agreements (as defined below), to deliver to
the Company physical control and practical management power over two open
hotels, and their notice to the Company that renovation or construction of five
other hotels was deferred and being reviewed, the Company began negotiations
with those parties over the status of the Hotel Management Agreements. In
November 1998, the Company reached a settlement terminating the Hotel Management
Agreements and all then existing Hotel Operating Contracts, and exchanging
mutual releases of related obligations. As part of the settlement, the Company
received $450,000 cash, was returned 950,000 shares of its Common Stock with the
obligation to reissue back 250,000 of such shares, retained $1,625,000 in
payments of management fees and loans, and FEC agreed to assume any and all
future financial obligations with respect to the employment and consulting
agreements the Company had with Kai Michaelsen, then President of the Company's
hotel management company. Both the employment and consulting agreements were
scheduled to expire in May 2000.

         Subsequent to the November 1998 termination agreement, FEC corresponded
with the Company questioning and making numerous allegations regarding the
authority and reasonableness of operating decisions made by Mr. Michaelsen while
he was in charge of the Company's hotel management division which operated the
Dorsett Regency Hotel for FEC. After a thorough review of Mr. Michaelsen's
performance as the President of the Company's hotel management division
including an extensive investigation into the allegations made by FEC, Mr.
Michaelsen's employment was officially terminated in April 1999.

         On April 9, 1999, Mr. Michaelsen filed a Demand for Arbitration with
the American Arbitration Association ("AAA") requesting a lump sum payment of
approximately $240,000 representing the amount he claims is due him for past and
future services under employment and consulting agreements with CCA Companies
Incorporated ("CCA") and Dorsett Hotels & Resorts, Inc. ("Dorsett-USA"), plus
unspecified additional expenses. The Company obtained a temporary restraining
order staying the arbitration and petitioned the New York Supreme Court for a
permanent stay based on the fact that neither CCA or Dorsett-USA had any
arbitration agreement, or for that matter, any agreement with Mr. Michaelsen.
Instead, Mr. Michaelsen's arbitration agreement and overall employment agreement
was solely with the Company's Malaysia subsidiary, Dorsett Hotels & Resorts
International Sdn Bhd ("Dorsett-Malaysia"). On March 31, 2000, the Court granted
the petition of CCA and Dorsett-USA permanently staying the arbitration
initiated by Mr. Michaelsen and as a consequence, Mr. Michaelsen is not
permitted to assert in arbitration any of the claims he alleged against CCA and
Dorsett-USA. Mr. Michaelsen's company, Zamora Investments Pte Ltd. ("Zamora")
which had a separate contract with Dorsett-USA requiring Dorsett-USA to pay
Zamora $80,000 for Mr. Michaelsen's services, has asserted this claim in a new
arbitration demand against Dorsett-USA and has combined such claim with a new
arbitration demand by Mr. Michaelsen against the Company's insolvent subsidiary,
Dorsett-Malaysia. The parties are seeking under these claims approximately
$240,000 in the aggregate. The Company believes, in reliance upon its counsel,


                                       8
<PAGE>

that it has no liability with respect to such claims. Further, the Company
believes that if Zamora or Mr. Michaelsen should prevail, any amount that they
are awarded will be the responsibility of FEC under the terms of the November 4,
1998 termination agreement with the Company. The Company is currently holding
back on delivery of the 250,000 shares to be reissued to FEC pursuant to the
November 1998 termination agreement until such time as this matter can be
settled.

         In August of 1999, Fox Haven Capital Corporation and United Resources
Partners (Collectively "Fox Haven") filed a Demand for Arbitration before the
American Arbitration Association ("AAA") demanding a payment of $250,000 from
the Company as liquidated damage fee. Fox Haven alleges that the Company
breached the letter of agreement by failing to secure adequate collateral for
the proposed loan according to the terms of the letter agreement thus invoking a
provision in the loan commitment letter entitling Fox Haven to such an amount.
The Company has denied all material allegations of the claim and has filed
counterclaims of $250,000 alleging that it was never in breach of the agreement
and in fact it was Fox Haven that breached its obligations to the Company by
refusing to provide, without good cause, $5 million of capital financing to the
Company and by misrepresenting Fox Haven's ability to make such loan. Among the
damages sought by the Company is the return of a $25,000 commitment fee paid to
Fox Haven and compensation for payments made to third parties in connection with
the proposed loan.

The legal advisers of the Company are of the opinion that Fox Havens claim's
against the Company have no merits, since it appears that the Company made a
good faith effort to comply with all the provisions of the letter agreement
including the procurement of proper collateral which was unreasonably rejected
by Fox Haven. In addition the, commitment letter provides that if the loan does
not close because the lender does not approve the collateral, the Company has no
liability and is entitled to return of its commitment fee. The parties have
chosen an arbitrator in this action, and are presently exchanging documents and
related discovery. The arbitration hearings are expected to commence in July
2000. Consequentially the Company has not made any provisions in the financial
statements based on the uncertainty of the outcome of this arbitration.


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

         The following discussion and analysis of significant factors affecting
the Company's operating results and liquidity and capital resources should be
read in conjunction with the accompanying financial statement and related notes.

Overview

         CCA Companies Incorporated was incorporated under the laws of the State
of Delaware on March 6, 1996 as Conserver Corporation of America and changed its
name on December 2, 1997. The active business of CCA Companies Incorporated
(with its subsidiaries, the "Company") now is the operation of a 50% owned
gaming casino in Suriname and the development of a casino and hotel project in
Sakhalin in the Russian Federation.


                                       9
<PAGE>

         The Company's original principal business was food preservation
technology. The Company continued making attempts to exploit that business
through November 1999 at which time the Company's Board of Directors determined
that it would discontinue all activities and efforts with respect to the food
business since the Company could not effectively develop a sufficient market for
its food preservation technology. Additionally, on November 4, 1998, the Company
reached a settlement agreement terminating all of its hotel operating contracts
and consequently, since such date has had no active hotel management operating
business. Accordingly, the Company has currently and retroactively reported all
activities related to its food division and hotel management operations as gains
or losses from discontinued operations.

         The Company began operations of its Suriname casino in October 1998 in
temporary quarters in the hotel where the Company's joint venture completed and
opened its permanent casino facility on March 31, 1999. The Company, with its
joint venture partner, provided the funds to build the permanent facility. The
Company's Suriname casino occupies two leased floors, totaling about 20,000
square feet, in the Plaza Hotel, which is a downtown hotel in the capital city.
The casino has 20 gaming tables, 161 slot machines and a 50-seat restaurant.

         In 1997, the Company began pursuing a gaming opportunity in Asia and is
currently in the planning and development stage, subject to financing, of a year
round hotel/casino resort on Sakhalin Island (the "Sakhalin Project"). Sakhalin
Island is a Russian territory located just north of Japan. This new hotel/casino
will be easily accessible for gaming activities from Japan, China, Korea, and
the Russian mainland. The Company's subsidiary, Sakhalin City Centre Limited
("SCC"), intends to develop a 450-room hotel/casino complex on a ten-acre site
in the center of the city of Yuzhno-Sakhalinsk with further development proposed
at a nearby ski mountain. It is anticipated that the related casino will
initially have 70 tables and 350 slot machines. The City and State Oblast,
currently 35% owners of the Sakhalin Project, will provide the land and an
existing ski resort under a 101-year lease, at no annual cost. The Company will
manage both the hotel resort and the casino for a management fee equal to 3% of
turnover, as well as an incentive fee of 10% of gross profits.

         On June 25, 1999, the Company entered into an agreement of ownership
structure with the Arter Group Limited ("Arter") and Valmet S.A. ("Valmet"). As
per the agreement, Arter and/or Valmet were to negotiate sufficient funding for
the completion of the project as planned by the Company, such funding to
constitute 70% of the total estimated cost of the project. The remaining 30%
shall be provided as equity financing to be arranged by the Company. In
consideration the Company's wholly owned subsidiary, SGTI, is to enhance its
ownership in the Sakhalin project to 80% from 65% currently owned by it. The
remaining 20%, subject to final negotiations, will be owned by the Oblast and
the City. If fully consummated as described in the agreement, the Company would
arrange for transfer of 50% of its interest in SGTI to Arter and Valmet.
Consequently, the Company's ownership in the Sakhalin Project will be 40% after
such transfer.

         As a result of the Arter/Valmet agreement, the Company submitted a
formal loan application to Sberbank - Savings Bank of the Russian Federation in
November 1999 requesting financing for $106 million dollars. The loan
application is currently being processed.

          Currently, the Company has recorded assets related to the Sakhalin
Project (construction in progress and intangibles) totaling 15.8 million
dollars.


                                       10
<PAGE>

Results of Operations


                 Comparison of Three Months Ended March 31, 2000
                      to Three Months Ended March 31, 1998

         Loss from continued operations. The Company incurred a loss from
continued operations of $185,588, or $0.01 per share, for the three months ended
March 31, 2000, as compared to a loss of $130,852, or $0.01 per share, for the
three months ended March 31, 1999. Included in the current period's loss is a
minority interest deduction of $249,269 for the 50% equity interest of the
Company's Suriname casino joint venture partner. During the prior period, there
was no such deduction. Although 50% of the Suriname casino's net income is
allocated to the Company's joint venture partner and reported as a minority
interest deduction, approximately 90% of the casino's net cash flow is
distributed to the Company for management fees and the reduction of principal
and interest on loans made by the Company.

         Revenues. During the three months ended March 31, 2000, the Company had
revenues of $1,812,716 generated from its Suriname casino operations. For the
three months ended March 31, 1999, the Company recorded revenues of $1,553,412
generated by the Suriname casino which operated out of smaller temporary
facilities during the 1999 period as compared to the larger permanent facilities
occupied in the 2000 period.

         Marketing, General and Administrative Expenses. Marketing, General and
administrative expenses were $1,687,712 for the three months ended March 31,
2000 consisting primarily of $994,210 related to operating expenses of the
Suriname casino, $87,869 for the amortization of goodwill and $605,633 for
general corporate overhead. For the three months ended March 31, 1999,
marketing, general and administrative expenses were $1,552,238 of which $825,139
related to operating expenses of the Suriname casino, $87,869 for the
amortization of goodwill and $639,230 for general corporate overhead. The
current period's Suriname casino operating expenses increased by $169,071 or 20%
as a result of the opening of the casino's larger permanent facility in March
1999.

         Interest Expense. For the three months ended March 31, 2000, interest
expense was $134,202 compared to $63,068 for the three months ended March 31,
1999. During the current and prior periods, interest expense was attributable to
loans made by the Company's Suriname joint venture partner for use in completing
the construction of the permanent facility in which the Suriname casino began
operating on March 31, 1999.

         Minority Interest. The Company has management control of the Suriname
casino joint venture company in which it owns a 50% equity interest. As such,
the casino's operations are consolidated with those of the Company and a
minority interest is recorded for the 50% equity interest held by the Company's
joint venture partner. During the three months ended March 31, 2000, the
Suriname casino joint venture company generated net income of $498,538 after
deduction for management fees and interest expenses earned by the Company and
eliminated in consolidation. As a result, a minority interest equal to 50% of
such amount or $249,269 was recorded by the Company. Income generated by the
casino joint venture company during the prior year's period was fully allocated
to the Company to offset against net operating losses which had been fully
allocated to the Company from expenses incurred by the casino prior to opening
and therefore no minority interest was recorded during such period.


                                       11
<PAGE>

         Loss from discontinued operations. During the three months ended March
31, 2000, the Company did not incur any losses from its discontinued operations.
For the three months ended March 31, 1999, the Company had a loss of $49,219
related to continuing efforts to exploit or joint venture the food preservation
business.


                 Comparison of Nine Months Ended March 31, 2000
                      to Nine Months Ended March 31, 1999

         Loss from continued operations. The Company incurred a loss from
continued operations of $425,941, or $0.03 per share, for the nine months ended
March 31, 2000, as compared to a loss of $3,119,514, or $0.26 per share, for the
nine months ended March 31, 1999. The substantial reduction of loss was
primarily due to increased revenues and operating profits from the Suriname
casino during the current period combined with significant reductions in general
corporate overhead expenses.

         Revenues. For the nine months ended March 31, 2000, the Company had
revenues of $5,398,196 from the operations of the Suriname casino which began
operating in its new larger permanent facility on March 31, 1999. During the
nine months ended March 31, 1999, the Company had revenues of $3,843,863 of
which $669,260 was generated by the Budapest casino and $3,174,603 from the
Suriname temporary casino opened in October 1998.

         Marketing, General and Administrative Expenses. Marketing, General and
administrative expenses were $4,884,209 for the nine months ended March 31, 2000
consisting primarily of $2,928,815 related to operating expenses of the Suriname
casino, $263,607 for the amortization of goodwill and $1,691,787 for general
corporate overhead. For the nine months ended March 31, 1999, marketing, general
and administrative expenses were $5,995,058 of which $2,024,314 related to
operating expenses of the Suriname casino, $969,262 related to operating
expenses of the Budapest casino, $263,607 for the amortization of goodwill, and
$2,737,875 for general corporate overhead. The current period's Suriname casino
operating expenses increased by $904,501 or 45% since the casino did not begin
operations in the prior year's period until October 1998 in temporary facilities
and then moved to its larger permanent facility in March 1999 where it operated
during the current year's period. The Company's Budapest casino interest, after
disposing of a 50% interest in late December 1998, was reduced to 45% and it
maintained this minority interest in the casino though October 1999, when the
casino was closed. During this period, while on the equity method of accounting
for its investment in the Budapest casino, no expenses were consolidated or
recorded by the Company related to the casino operations. The $1,046,088 or 38%
decrease in the general corporate overhead during the current period is
attributable to the Company's cost cutting program, which produced significant
reductions in expenses including salaries and consulting, travel, legal and
professional, rent, telephone and other general office expenses.

          Compensation Charges. During the nine months ended March 31, 1999,
non-cash compensation charges were $750,000 related to the value of options and
warrants issued for services. In September 1998 the Company issued 400,000
options to non-employee directors and reduced the exercise price on
approximately 1.5 million options and warrants previously granted. As a result,
the Company recorded a compensation charge of $750,000. No such charges occurred
during the current period.


                                       12
<PAGE>

         Interest Expense. For the nine months ended March 31, 2000, interest
expense was $206,823 compared to $229,362 for the nine months ended March 31,
1999. During the current and prior periods, interest expense was attributable to
loans made by the Company's Suriname joint venture partner for use in completing
the construction of the permanent facility in which the Suriname casino began
operating on March 31, 1999.

         Minority Interest. The Company has management control of the Suriname
casino joint venture company in which it owns a 50% equity interest. As such,
the casino's operations are consolidated with those of the Company and a
minority interest is recorded for the 50% equity interest held by the Company's
joint venture partner. During the nine months ended March 31, 2000, the Suriname
casino joint venture company generated net income of $1,472,792 after deduction
for management fees and interest expenses earned by the Company and eliminated
in consolidation. As a result, a minority interest equal to 50% of such amount
or $736,396 was recorded by the Company. Income generated by the casino joint
venture company during the prior year's period was fully allocated to the
Company to offset against net operating losses which had been fully allocated to
the Company from expenses incurred by the casino prior to opening and therefore
no minority interest was recorded during such period.

         Loss from discontinued operations. During the nine months ended March
31, 2000, the Company incurred a loss from discontinued operations of $103,500
related to final efforts to exploit or joint venture the food preservation
business and legal fees incurred in the arbitration case brought against the
Company by the former President of its discontinued hotel management division.
For the nine months ended March 31, 1999, the Company had a loss of $410,401
consisting of a loss of $435,733 related to the food division operations and a
gain of $25,332 related to the hotel management operations.


Liquidity and Capital Resources

         Since July 1998 the Company has actively sought to raise cash through
loans or sales of its securities in order to fund its past due obligations,
current operations and completion of its permanent Suriname casino facility
which opened March 31, 1999. From July 1998 through August 1999, the Company was
successful in raising sufficient funds from numerous private investors through
the sale of its securities enabling it to fund its ongoing operational costs
during such period and complete the construction of the Suriname casino. In
October 1999, the Company entered into a convertible loan agreement with a
private investor and received $350,000 which it used to fund current and past
due obligations. On December 22, 1999, the lender converted $185,000 of the loan
amount together with interest and received 1,481,060 shares of the Company's
common stock. No further amount of the loan may be converted and the balance of
$165,000 together with 15% interest was paid on April 30, 2000. Additionally, in
January 2000, a director of the Company advanced $300,000 which the Company also
used to fund past due obligations. The loan is due December 31, 2000 and bears
interest at the bank prime rate.

         At March 31, 2000, the Company had a working capital deficit of
$541,000 and had approximately $378,000 cash or cash equivalents on hand. In
late August 1999, the Company began to receive cash distributions from the
profits of its Suriname casino joint venture. Prior to August 1999, all cash
profits of the casino had been used to first pay the remaining balance due on
the casino construction contract and then to repay a $750,000 loan previously
made by the


                                       13
<PAGE>

Company's Suriname casino joint venture partner in December 1998. The Company
has received an average of approximately $300,000 per month in cash
distributions from casino profits during the eight months of September 1999
through April 2000 and expects this to continue for the near foreseeable future.
This cash flow has and should continue to enable the Company to pay its current
corporate overhead expenses, fund its loan obligations and make payments on any
other remaining obligations.

         The Company believes that the distribution of profits from the Suriname
casino will provide adequate cash flow to maintain the Company's current
operations for the next 12 months. As a result of the delinquent filing of its
Form 10-K, the Company was delisted by Nasdaq from its 12(g) SmallCap Market
Exchange in November 1999. The Company currently trades on the OTC pink sheets
and expects to have its securities traded on the OTC bulletin board shortly
after the filing of this Form 10-Q.


Subsequent Events



Other

         Certain statements in this Quarterly Report on Form 10-Q are "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, performance or achievements
to be materially different form the results, performance or achievements
expressed or implied by the forward looking statement. Factors that impact such
forward looking statements include, among others, risk factors included in the
Company's Annual Report on Form 10-K for the year ended June 30, 1999 and other
filings with the Securities and Exchange Commission.


                                       14
<PAGE>

                           PART II. OTHER INFORMATION

Item 2.       Changes in Securities and Use of Proceeds

                  The following information is furnished pursuant to Item
701(a)-(c) of Regulation S-K in connection with unregistered securities sold or
issued by the Company:

         On January 13, 2000, Gregory Pilkington was granted warrants to
         purchase 150,000 shares of the Company's Common Stock at an exercise
         price of $.25 for legal services rendered.

         On January 13, 2000, Frederick Dulles was granted warrants to purchase
         75,000 shares of the Company's Common Stock at an exercise price of
         $.25 for legal services rendered.

         On January 13, 2000, Orrick Herrington & Sutcliffe was issued 150,000
         shares of the Company's Common Stock for legal services rendered during
         1997 and 1998.

         On January 18, 2000, James V. Stanton, Vice-Chairman of the Company,
         provided a $300,000 loan to the Company with interest at the bank prime
         rate. The loan provides for payment terms and is due in full on
         December 31, 2000. As part of the consideration for making the loan to
         the Company, Mr. Stanton was granted warrants to purchase 500,000
         shares of the Company's Common Stock at an exercise price of $.25 per
         share.

         On March 1, 2000, Galileo Capital LLC provided a $150,000 convertible
         loan to the Company with interest at 10% per annum. The loan provides
         for payment terms and is due in full on October 31, 2000. As part of
         the consideration for making the loan to the Company, Galileo Capital
         LLC was granted warrants to purchase 150,000 shares of the Company's
         Common Stock at an exercise price of $.25 per share. Further, the loan
         is convertible into shares of the Company's Common Stock at $.25 per
         share at any time during the term of the loan on all or a portion of
         the then outstanding principal and interest balance. In the event all
         or a portion of the loan is converted, the Company will issue
         additional warrants to purchase one (1) share of its Common Stock for
         each four (4) shares issued to Galileo Capital under its conversion
         option. The warrants will be exercisable at $.25 per share.

         On March 21, 2000, Michael Davis was issued 264,000 shares of the
         Company's Common Stock for consulting services rendered during 1999.

In completing the above transactions, the Company relied upon section 4(2) of
the Securities Act of 1933, as amended, with respect to such transactions.

Item 3.      Quantitative and Qualitative Disclosure about Market Risk

The Company held no material market risk sensitive financial instruments or
interest therein, and held none at March 31, 2000. The Company's loans,
payables, or receivables to or from others (including loans, payables or
receivables to or from its subsidiaries or joint ventures) and the interest
thereon, are all expressed as dollar obligations and payable in dollars.

However, the Company's routine daily foreign operations are usually conducted in
local foreign currencies. The Company is exposed to foreign currency exchange
rate risk between the time


                                       15
<PAGE>

foreign gaming revenue or other revenues are received and the time they are
converted into dollars. The Company has not entered into any exchange rate
protection arrangements.


Item 6.       Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.                        Documents

                      27                             Financial Data Schedule

         (b)      Reports on Form 8-K

                      N/A



                                       16
<PAGE>

                                   SIGNATURES

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


                                         CCA COMPANIES INCORPORATED



Dated:  May 26, 2000                     By:  /s/ Dallas Dempster
                                             ----------------------------
                                                  Dallas Dempster
                                                  Chief Executive Officer and
                                                    President


                                         By:  /s/ Miles R. Greenberg
                                             ----------------------------
                                                  Miles R. Greenberg
                                                  Chief Financial Officer


                                       17