WINDSOR WOODMONT BLACK HAWK RESORT CORP - 10-Q Quarterly Report

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

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2003

or

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

For the transition period from _______________ to _____________________

Commission File Number: 0-31737

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(Exact name of registrant as specified in its charter)

Colorado 75-2740870
(State of incorporation) (I.R.S. Employer Identification No.)

111 Richman St., Black Hawk, Colorado 80422
(Address of principal executive offices) (Zip Code)

(303)582-3600
(Registrant's telephone number, including area code)

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

[X] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

Indicate the number of shares of each of the issuers classes of common stock as
of the latest practicable date - 1,000,000 shares common stock outstanding
November 14, 2003.

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
FORM 10-Q
INDEX

Part I -- FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheets, September 30, 2003 (unaudited) and December 31, 2002 2
Condensed Statements of Operations for the three months and nine months ended
September 30, 2003 and 2002 (unaudited) 3
Condensed Statements of Comprehensive Loss for the three months and nine months
ended September 30, 2003 and 2002 (unaudited) 4
Condensed Statement of Redeemable Preferred Stock and Stockholders'
Equity for the period from December 31, 1999 through September 30, 2003 (unaudited) 5
Condensed Statements of Cash Flows for the three months and nine months ended
September 30, 2003 and 2002 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7 - 11

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12 - 15

Item 3. Quantitative and Qualitative Disclosures about Market Risk 16

Item 4. Controls and Procedures 16

Part II - OTHER INFORMATION

Item 1. Legal Proceedings 17

Item 2. Changes in Securities and Use of Proceeds 17

Item 3. Defaults Upon Senior Securities 17

Item 4. Submission of Matters to a Vote of Security Holders 18

Item 5. Other Information 18

Item 6. Exhibits and Reports on Form 8-K 18

1

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
CONDENSED BALANCE SHEETS

SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

2

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

3

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)

SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

4

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
CONDENSED STATEMENT OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

5

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

6

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND ORGANIZATION

BASIS OF PRESENTATION:

Windsor Woodmont Black Hawk Resort Corp., a Colorado corporation (the
"Company" or "Resort Corp.") was incorporated on January 9, 1998. Windsor
Woodmont, LLC (the "LLC") was formed as a limited liability company, under the
laws of the State of Colorado, on July 17, 1997. These companies were formed for
the purpose of developing an integrated limited stakes gaming casino,
entertainment and parking facility in Black Hawk, Colorado (the "Project"),
which opened December 20, 2001. Prior to December 20, 2001, the Company and the
LLC were development stage enterprises.

The Company was a wholly owned shell company subsidiary of the LLC with
no significant assets, liabilities or operating activity. In connection with the
Private Placement and other financing transactions described in Note 3, the LLC
contributed all of its assets and liabilities to the Company in exchange for
stock of the Company and the contribution has been accounted for as a
recapitalization of entities under common control whereby the assets and
liabilities are recorded at the historical cost basis of the LLC. The Company
completed the development of the Project, and operated the Project under a
management agreement with Hyatt Gaming Management, Inc. ("Hyatt Gaming") until
assuming management of the project in May, 2003. The LLC's ownership in the
Company was subsequently reduced through the refinancing of the LLC's debt by
conversion into the Company's common stock and the issuance of additional common
stock for cash.

BANKRUPTCY PROCEEDINGS:

On November 7, 2002 (the "Petition Date"), we filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"), in the United States Bankruptcy Court for the District of
Colorado (the "Bankruptcy Court") as Case No. 02-28089-ABC (the "Chapter 11
Case") in order to facilitate the restructuring of the Company's debt, trade
liabilities and other obligations. The Company is currently operating as a
debtor-in-possession under the supervision of the Bankruptcy Court. The
bankruptcy petition was filed in order to preserve cash and to give the Company
the opportunity to restructure its obligations.

On December 13, 2002, we filed a motion for court approval of the
rejection of the Hyatt Management Agreement. The rejection of the Hyatt
Management Agreement eliminates the payment of the Hyatt Management fee, thereby
reducing operating costs and increasing net revenue. On April 10, 2003, we
entered into a settlement agreement with Hyatt where they will not contest the
rejection of the Hyatt Management Agreement (the "Hyatt Settlement and Release
Agreement"). On April 25, 2003, the Bankruptcy Court entered an order approving
the Hyatt Settlement and Release Agreement. On May 14, 2003, we assumed
management of the casino and the casino name was changed to the Mountain High
Casino.

On August 6, 2003, we filed a Plan of Reorganization and a related
disclosure statement with the Bankruptcy Court. See Note 6 - Reorganization
Plan.

Because of the ongoing nature of the Chapter 11 Case, the outcome of
which is not presently determinable, the financial statements contained herein
are subject to material uncertainties and may not be indicative of the results
of the Company's future operations or financial position. No assurance can be
given that the Company will be successful in reorganizing its affairs within the
Chapter 11 Case.

The financial statements contained herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America applicable to a going concern, and do not purport to reflect or to
provide for all of the possible consequences of the ongoing Chapter 11 Case.
Specifically, the financial statements do not present the amount which will
ultimately be paid to settle liabilities and contingencies which may be required
in the Chapter 11 Case or the effect of any changes which may be made in
connection with the Company's capitalization or operations resulting from a plan
of reorganization.

As a result of the items discussed above, there is substantial doubt
about the Company's ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent upon, but not limited to,

7

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
NOTES TO CONDENSED FINANCIAL STATEMENTS

formulation, approval, and confirmation of a plan of reorganization, adequate
sources of capital, customer and employee retention, the ability to provide a
high quality gaming experience and the ability to sustain positive results of
operations and cash flows sufficient to continue to operate. The financial
statements do not include any adjustments to the recorded amounts or
classification of assets or liabilities or reflect any amounts that may
ultimately be paid to settle liabilities and contingencies which may be required
in the Chapter 11 reorganization or the effect of any changes which may be made
in connection with the Company's capitalization or operations resulting from a
plan of reorganization.

ACCOUNTING UNDER BANKRUPTCY:

The financial statements have been prepared in accordance with AICPA
Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
under the Bankruptcy Code" (SOP 90-7). Pursuant to SOP 90-7, an objective of
financial statements issued by an entity in Chapter 11 is to reflect its
financial evolution during the proceeding. For that purpose, the financial
statements for periods including and subsequent to filing the Chapter 11 Case
should distinguish transactions and events that are directly associated with the
reorganization from the ongoing operations of the business. Expenses and other
items not directly related to ongoing operations are reflected separately in the
statement of operations as reorganization expenses. See Note 4 - Reorganization
Expenses.

The filing of the Chapter 11 Case (i) automatically stayed actions by
creditors and other parties in interest to recover any claim that arose prior to
the commencement of the Chapter 11 Case, and (ii) served to accelerate, for
purposes of allowance, all pre-petition liabilities of the Company, whether or
not those liabilities were liquidated or contingent as of the Petition Date.

ACCOUNTING POLICIES:

The financial information at September 30, 2003, and for the three
months and nine months ended September 30, 2003 and 2002 is unaudited. The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, considered necessary
for a fair presentation have been included. The results of operations for the
three months and nine months ended September 30, 2003 are not necessarily
indicative of the results that will be achieved for the entire year.

These financial statements should be read in conjunction with the
Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

Basic loss per share is computed by dividing net loss applicable to
common stock by the weighted average common shares outstanding during the
period. Diluted loss per share is based on the weighted average number of common
shares outstanding during the respective periods, plus the common equivalent
shares, if dilutive, that would result from the exercise of stock options. Stock
options and warrants exercisable into 768,720 and 863,720 shares of common stock
at September 30, 2003 and December 31, 2002, respectively, were excluded from
the diluted loss per share calculation because their effects would have been
anti-dilutive.

The Company has reviewed all recently issued accounting pronouncements
and does not believe that any of the pronouncements will have a material impact
on its financial statements.

2. GOING CONCERN CONSIDERATIONS

The Company is currently operating under the jurisdiction of Chapter 11
of the Code and the Bankruptcy Court, and the continuation of the Company as a
going concern is contingent upon, among other things, its ability to restructure
successfully, including refinancing its debts, and the ability of the Company to
generate sufficient cash to fund future operations. There can be no assurance in
this regard.

The Company intends to utilize the Chapter 11 process to reorganize its
financial and operational affairs with the goal of preserving and enhancing the
assets of the Company for the benefit of creditors and shareholders. The

8

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
NOTES TO CONDENSED FINANCIAL STATEMENTS

Company expects the business to operate as usual, our valued employees to be
retained, and for our post-bankruptcy obligations to be satisfied.

The Company's objective is to achieve the highest possible recoveries
for all creditors and shareholders, consistent with the Company's ability to pay
and to continue the operation of the Company's business. However, there can be
no assurance that the Company will be able to attain these objectives or to
achieve a successful reorganization.

Under the Code, the rights of, and ultimate payments to pre-Petition
Date creditors and shareholders may be substantially altered from their
contractual terms. At this time, it is not possible to predict the outcome of
the Chapter 11 Case, in general, or the effect of the Chapter 11 Case on the
business of the Company or on the interests of creditors and shareholders.

The Company anticipates that substantially all liabilities of the
Company as of the Petition Date will be resolved under a plan of reorganization
in accordance with the provisions of the Code. On August 6, 2003 we filed a Plan
of Reorganization, however, there can be no assurance that the Plan will be
confirmed by the Bankruptcy Court and consummated. See Note 6 - Reorganization
Plan.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. However, as a result of the filing of the Chapter 11 Case, such
realization of assets and liquidation of liabilities are subject to a
significant number of uncertainties.

3. NOTES PAYABLE

Notes payable consisted of the following at September 30, 2003 and
December 31, 2002:

All of the Company's long-term debt became immediately due and payable
as a result of the commencement of the Chapter 11 Case, accordingly, long-term
debt balances have been reclassified to current maturities.

Substantially all of the Company's assets are pledged as collateral for
long-term debt. On October 15, 2002, the Company failed to make the interest
payments initially due on September 15, 2002, that it had elected to defer until
October 15, 2002 on the First Mortgage Notes and Second Mortgage Notes. The
Company's failure to pay the interest constituted an "Event of Default" under
the applicable agreements. On November 7, 2002, the Company filed a voluntary
petition for relief under Chapter 11 of the Code. As a result of the failure to
make required interest payments, and the filing of the bankruptcy petition, the
Company was not in compliance with all of its debt covenants.

4. REORGANIZATION EXPENSES

Reorganization related expenses of $734,093 and $8,086,312 were
incurred during the three months and nine months ended September 30, 2003,
respectively. These include costs incurred for legal, financial advisor services
received in connection with our debt restructuring efforts, travel related
expenses and other costs directly related to our debt restructuring efforts.
They also include the $5,000,000 damage claim incurred with the rejection of the
Hyatt

9

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
NOTES TO CONDENSED FINANCIAL STATEMENTS

contract, costs incurred to re-brand the casino to the Mountain High Casino, and
the write off of the cost of Hyatt branded merchandise and operating supplies.

5. COMMITMENTS AND CONTINGENCIES

Gaming Regulation Licensing

The Company's ability to conduct gaming operations in the State of
Colorado is subject to the licensability and qualifications of the Company and
its common stockholders. The Colorado Gaming Commission approved the issuance of
the appropriate and necessary gaming licenses for operation of the Casino to us
and Hyatt Gaming on September 20, 2001. The licenses were physically issued to
us immediately prior to opening of our casino on December 20, 2001.
Additionally, upon receipt of a gaming license, such licensing and
qualifications are reviewed periodically by the gaming authorities in Colorado
and there are no guarantees such licenses will be renewed. In September 2003,
the Company received the required gaming license renewals, which expire
September 20, 2004 at which time we will apply for license renewals.

Legal Proceedings

The Company is involved in certain legal proceedings, claims and
litigation, including those described below. The results of legal proceedings
cannot be predicted with certainty. Management does not believe that the Company
has potential liability related to any current legal proceedings and claims that
would have material adverse effect on the Company's financial condition,
liquidity or results of operations.

For a complete list of Legal Proceedings see Item 1, Part II.

NOTE 6. PLAN OF REORGANIZATION.

On August 6, 2003, we filed a Plan of Reorganization (the "Plan of
Reorganization" or the "Plan") and a related disclosure statement (the
"Disclosure Statement") with the Bankruptcy Court. We intend to file an amended
Disclosure Statement in the near future to address comments received from the
Bankruptcy Court trustee pertaining to the Plan. The Disclosure Statement is
filed to provide information of a kind and in sufficient detail to enable a
typical holder of claims or interests in a class impaired under the Plan to make
an informed judgment about the Plan. To approve the form of disclosure
statement, the Bankruptcy Court must determine that the Disclosure Statement
contains "adequate information" to make an informed judgment in voting to accept
or reject the Plan. Upon the Bankruptcy Court's findings that the Disclosure
Statement contains "adequate information," we will be authorized to transmit the
Plan and Disclosure Statement to holders of impaired claims in connection with
the solicitation of votes under the Plan. Bankruptcy Court approval of the
Disclosure Statement does not constitute a determination by the Bankruptcy Court
as to the merits of the Plan or an indication that the Bankruptcy Court will
confirm the Plan.

If the final plan of reorganization confirmed by the Bankruptcy Court
is consistent with the Plan of Reorganization recently filed, it would result in
the following: (i) payment of the secured claim of the Black Hawk Business
Improvement District in accordance with the original terms of the pre-petition
obligations to the Black Hawk Business Improvement District; (ii) payment of the
allowed secured claim to PCL in accordance with the PCL settlement agreement;
See Part II, Item 1. Legal Proceedings; (iii) payment of the allowed secured
claim of the FF&E Lender in accordance with the FF&E settlement agreement and
subsequent agreement with the FF&E Lender; (v) restructuring of the allowed
secured claim of the First Mortgage Noteholders; (vi) payment in full in cash on
the effective date of all allowed administrative claims, allowed administrative
tax claims, allowed priority tax claims and allowed other priority claims (or
otherwise in accordance with agreements with such claimants); (vii) payment of
allowed unsecured claims in full plus interest over a period of not more than
seven years; (viii) assumption of certain contracts and leases and rejection of
other contracts and leases, including the warrants; and (ix) granting us the
power to administer the estate and distribute cash, cash equivalents, or
property to creditors.

Until the Plan is confirmed by the Bankruptcy Court the recoveries of
holders of pre-petition claims are subject to change. The Disclosure Statement
includes detailed information about the Plan, financial performance projections

10

WINDSOR WOODMONT BLACK HAWK RESORT CORP.
(DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
NOTES TO CONDENSED FINANCIAL STATEMENTS

over the 7-year Plan period, financial estimates regarding our reorganized
business enterprise value including support for the "best interest" requirements
for the Plan under the Bankruptcy Code; and events leading up to our Chapter 11
case. The Plan and the transactions contemplated thereunder are more fully
described in the Disclosure Statement, a copy of which is available to the
public at the office of the clerk of the Bankruptcy Court, U.S. Customs House,
721 19th Street, Denver, Colorado 80202-2508. The Plan and Disclosure Statement
and upon filing the amended Disclosure Statement may also be available
electronically for a fee through the Bankruptcy Court's website at
www.cob.uscourts.gov.

NOTE 7. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

Effective July 1, 2003 the Company adopted SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity, including mandatorily redeemable preferred stock. Adoption of SFAS
No. 150 had no effect on the Company's financial statements.

11

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

FORWARD-LOOKING STATEMENTS

Statements made in this Form 10-Q ("Quarterly Report") that are not
historical or current facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. In addition, we may from time to
time make written or oral forward-looking statements. Written forward-looking
statements may appear in documents filed with the Securities and Exchange
Commission (the "Commission"), in press releases and in reports to shareholders.
The forward-looking statements included in this Quarterly Report are based on
current expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on the following assumptions: a plan of
reorganization is consistent with the Plan of Reorganization recently filed by
us will be approved by the Bankruptcy Court, competitive and market conditions
affecting the Casino will not change materially or adversely, that we will
retain key management personnel, that our forecasts will accurately anticipate
market demand and that there will be no further material adverse change in our
operations or business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although management believes that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the results contemplated in
forward-looking information will be realized. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

In addition, our business and operations are subject to substantial
risks, which increase the uncertainty inherent in such forward-looking
statements. In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives or plans will be achieved. The Private Securities Litigation Reform
Act of 1995 contains a safe harbor for forward-looking statements on which we
rely in making such disclosures. In connection with this safe harbor we are
hereby identifying important factors that could cause actual results to differ
materially from those contained in any forward-looking statements made by or on
our behalf. Any such statement is qualified by reference to the cautionary
statements included in this Quarterly Report.

OVERVIEW

On November 7, 2002, we filed a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code. Under Chapter 11, we are operating our
business as a debtor-in-possession. Under the Bankruptcy Code, actions to
collect pre-petition indebtedness or enforce pre-petition contractual
obligations, as well as most other pending actions against us or property of our
estate, are stayed. On April 10, 2003, we entered into the Hyatt Settlement and
Release Agreement with Hyatt Gaming whereby Hyatt Gaming will hold certain
allowed pre-petition unsecured claims in the Chapter 11 Case and the Hyatt
Management Agreement was deemed rejected. On May 14, 2003, we assumed management
of the casino and the casino's name was changed to the Mountain High Casino.

The following discussion should be read in conjunction with, and is
qualified in its entirety by, the condensed financial statements of Windsor
Woodmont Black Hawk Resort Corp., including the respective notes thereto and
other financial information included elsewhere in this report.

The following discussion should also be read in conjunction with the
Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

RESULTS OF OPERATIONS

The following table sets forth certain summarized operating data for the periods
indicated.

(1) EBITDA consists of earnings before interest, income taxes, depreciation
and amortization. EBITDA is presented solely as a supplemental disclosure
because management believes that it is a widely used measure of operating
performance in the gaming industry. EBITDA and EBITDA Margin are not
determined in accordance with generally accepted accounting principles.
EBITDA should not be construed as an alternative to operating income, as
an indicator of the Company's operating performance, as an alternative to
cash flows from operating activities, or as a measure of liquidity. The
Company's definition of EBITDA may not be identical to other companies'.
The above table reconciles EBITDA to operating income included in the
financial statements presented in Item 1, Part 1.

(2) EBITDA margin is EBITDA as a percentage of net revenues. (3)

Three Months Ended September 30, 2003 Compared to Three Months Ended September
30, 2002:

Total operating revenue for the quarter ended September 30, 2003 was
$15,919,794 ($14,963,103 net of promotional allowances). This included
$14,091,863 in casino revenue, $1,606,594 in food and beverage revenue, and
$221,337 of other revenue. This compares to total operating revenue for the
quarter ended September 30, 2002 of $19,552,967 ($18,347,586 net of promotional
allowances). This included $17,004,014 in casino revenue, $2,221,838 in food and
beverage revenue, and $297,115 of other revenue.

Casino operating expenses for the quarter ended September 30, 2003
totaled $7,838,155, including $2,782,498 in state and local gaming taxes and
device fees. This compares to casino operating expenses for the quarter ended
September 30, 2002 totaling $9,997,442, including $2,910,766 in state and local
gaming taxes and device fees. The decrease is primarily due to reduced payroll
and benefit costs, to reduced gaming taxes, to reduced marketing costs
(principally in direct mail coin coupon redemption), and to reduced rental
expense associated with slot games operated under fee participation agreements.
The gaming taxes were reduced due to reduced gaming revenue. Other casino
operating expenses consist principally of salaries, wages and benefits,
marketing costs, and other operating expenses of the casino.

Food and beverage expenses for the quarter ended September 30, 2003
totaled $1,439,981, including $923,436 in cost of goods sold. This compares to
food and beverage expenses for the quarter ended September 30, 2002 totaling
$2,030,628, including $1,242,235 in cost of goods sold. The decrease is
primarily due to reduced payroll and benefit costs and reduced cost of goods
sold. Other food and beverage expenses consist principally of salaries, wages
and benefits, and other operating expenses of the food and beverage operations.

Other operating expenses for the quarter ended September 30, 2003
totaled $228,960 versus $503,789 for the quarter ended September 30, 2002, and
consist of salaries, wages and benefits, contract entertainment expense, and
other operating expenses. The decrease is primarily due to reduced payroll and
benefit costs and reduced expenditures related to contract entertainment.

General and administrative expenses for the quarter ended September 30,
2003 totaled $2,454,552 versus $2,543,924 for the quarter ended September 30,
2002, and consist of salaries, wages and benefits, utilities, insurance,

13

property taxes, contract services, maintenance and repairs, cleaning supplies,
and other operating expenses. The net reduction is due to decreases in payroll
and benefit costs and in contract services costs, partially offset by increases
in utilities and property taxes.

Depreciation and amortization expense for the quarter ended September
30, 2003 totaled $2,083,055 versus $2,111,700 for the quarter ended September
30, 2002. These expenses relate to property and equipment in service and vary
with the addition or replacement of new items of property and equipment.

Interest expense for the quarter ended September 30, 2003 totaled
$581,033, including $59,400 in amortization of debt issuance costs. This
compares to interest expense for the quarter ended September 30, 2002, which
totaled $4,766,332, including $416,757 in amortization of debt issuance costs.
The reduction in interest expense is a result of interest not being accrued on
the First and Second Mortgage Notes payable during the course of our bankruptcy
proceedings, and the write-off at December 31, 2002 of unamortized debt discount
and deferred financing costs related to the First and Second Mortgage Notes.

Reorganization expenses for the quarter ended September 30, 2003
totaled $734,093. This includes costs incurred for legal, financial advisor
services received in connection with our debt restructuring efforts, travel
related expenses and other costs directly related to our debt restructuring
efforts. This compares to reorganization expense for the quarter ended September
30, 2002, which totaled $209,111.

Future operating results will be subject to significant business,
economic, regulatory and competitive uncertainties and contingencies, many of
which are beyond our control. While we believe that our casino will be able to
attract a sufficient number of patrons and achieve the level of activity and
revenues necessary to permit us to meet our payment obligations, we cannot
assure you that we will achieve these results.

Nine months Ended September 30, 2003 Compared to Nine months Ended September 30,
2002:

Total operating revenue for the nine months ended September 30, 2003
was $45,595,009 ($42,672,037 net of promotional allowances). This included
$40,210,224 in casino revenue, $4,687,719 in food and beverage revenue, and
$679,066 of other revenue. This compares to total revenue for the nine months
ended September 30, 2002 of $54,566,320 ($51,689,368 net of promotional
allowances). This included $48,085,043 in casino revenue, $5,704,672 in food and
beverage revenue, and $776,605 of other revenue.

Casino operating expenses for the nine months ended September 30, 2003
totaled $23,779,876, including $8,232,928 in state and local gaming taxes and
device fees. This compares to casino operating expenses for the nine months
ended September 30, 2002 totaling $28,420,619, including $9,491,756 in state and
local gaming taxes and device fees. The decrease is primarily due to reduced
payroll and benefit costs, reduced gaming taxes, and reduced rental expense
associated with slot games operated under fee participation agreements. The
gaming taxes were reduced due to reduced gaming revenue. Other casino operating
expenses consist principally of salaries, wages and benefits, marketing costs,
and other operating expenses of the casino.

Food and beverage expenses for the nine months ended September 30, 2003
totaled $4,181,274, including $2,536,961 in cost of goods sold. This compares to
food and beverage expenses for the nine months ended September 30, 2002 totaling
$5,778,997, including $3,466,608 in cost of goods sold. The decrease is
primarily due to reduced payroll and benefit costs and reduced cost of goods
sold. Other food and beverage expenses consist principally of salaries, wages
and benefits, and other operating expenses of the food and beverage operations.

Other operating expenses for the nine months ended September 30, 2003
totaled $808,567 versus $1,498,186 for the nine months ended September 30, 2002,
and consist of salaries, wages and benefits, contract entertainment expense, and
other operating expenses. The decrease is primarily due to reduced payroll and
benefit costs and reduced expenditures related to contract entertainment.

General and administrative expenses for the nine months ended September
30, 2003 totaled $7,418,240 versus $8,133,508 for the nine months ended
September 30, 2002, and consist of salaries, wages and benefits, utilities,
insurance, property taxes, contract services, maintenance and repairs, cleaning
supplies, and other operating expenses. The net reduction is due to decreases in
payroll and benefit costs and in contract services costs, partially offset by
increases in utilities and property taxes.

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Depreciation and amortization expense for the nine months ended
September 30, 2003 totaled $6,239,703 versus $6,265,153 for the nine months
ended September 30, 2002. These expenses relate to property and equipment in
service and vary with the addition or replacement of new items of property and
equipment.

Interest expense for the nine months ended September 30, 2003 totaled
$1,813,993, including $177,746 in amortization of debt issuance costs. This
compares to interest expense for the nine months ended September 30, 2002, which
totaled $14,360,743, including $1,247,607 in amortization of debt issuance
costs. The reduction in interest expense is a result of interest not being
accrued on the First and Second Mortgage Notes payable during the course of our
bankruptcy proceedings, and the write-off at December 31, 2002 of unamortized
debt discount and deferred financing costs related to the First and Second
Mortgage Notes.

Reorganization expenses for the nine months ended September 30, 2003
totaled $8,086,312. This includes costs incurred for legal, financial advisor
services received in connection with our debt restructuring efforts, travel
related expenses and other costs directly related to our debt restructuring
efforts. It also includes the $5,000,000 damage claim incurred with the
rejection of the Hyatt contract. This compares to reorganization expense for the
nine months ended September 30, 2002, which totaled $209,111.

Future operating results will be subject to significant business,
economic, regulatory and competitive uncertainties and contingencies, many of
which are beyond our control. While we believe that our casino will be able to
attract a sufficient number of patrons and achieve the level of activity and
revenues necessary to permit us to meet our payment obligations, we cannot
assure you that we will achieve these results.

LIQUIDITY AND CAPITAL RESOURCES

The Chapter 11 Case may have a material adverse effect on relationships
with suppliers or vendors. While we have not experienced any significant
disruption in our relationships with our suppliers or vendors, we may have
difficulty maintaining existing or creating new relationships with suppliers or
vendors as a result of the Chapter 11 Case. Suppliers and vendors could stop
providing supplies or services or provide such supplies or services only on
"cash on delivery," "cash on order," or other terms that could have an adverse
impact on our short-term cash flows.

The adequacy of our capital resources is limited and we have limited
access to additional financing. In addition to the cash requirements necessary
to fund ongoing operations, we currently are incurring and anticipate that we
will incur significant professional fees and other restructuring costs in
connection with the Chapter 11 Case and the restructuring of our operations.
However, as a result of the uncertainty surrounding our current circumstances,
it is difficult to predict our actual liquidity needs at this time. Although,
based on current and anticipated levels of operations, and efforts to increase
the number of gaming patrons and customers to the Casino, we believe that our
cash flow from operations will be adequate to meet our anticipated cash
requirements during the pendency of the Chapter 11 Case, ultimately such amounts
may not be sufficient to fund operations until such time as a plan of
reorganization receives the requisite acceptance by creditors and equity holders
and is confirmed by the Bankruptcy Court. In the event that cash flows are
insufficient to meet future cash requirements, we may be required to reduce
planned capital expenditures or seek additional financing. We can provide no
assurance that reductions in planned capital expenditures would be sufficient to
cover shortfalls or that additional financing would be available or, if
available, offered on acceptable terms. As a result of the Chapter 11 Case and
the circumstances leading to the filing thereof, our access to additional
financing is, and for the foreseeable future will likely continue to be limited.
As the foregoing indicates, our long-term liquidity requirements and the
adequacy of our capital resources are difficult to predict at this time, and
ultimately cannot be determined until a plan of reorganization has been
developed and is confirmed by the Bankruptcy Court in the Chapter 11 Case.

After a plan of reorganization is confirmed by the Bankruptcy Court, we
estimate that cash flow from operations will be sufficient to sustain our
operations during the next fiscal year. We cannot assure you that any financing,
if necessary to meet liquidity requirements, will be available to us in the
future, or that, if available, any such financing will be on favorable terms. We
cannot assure you that our reasonably foreseeable liquidity needs are or will be
accurate or that new business developments or other unforeseen events will not
occur, resulting in the need to raise additional funds. We expect that the
adequacy of our operating cash flow will depend, among other things, upon our
ability to reorganize, the general state of the economy, both local and
national, our ability to manage the Casino, the continued development of the
Black Hawk market as a gaming destination, the intensity of the competition, the
efficiency of operations, depth of customer demand, and the effectiveness of our
marketing and promotional efforts

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 4. Controls and Procedures

An evaluation was conducted under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of September
30, 2003. Based on that evaluation, the CEO and CFO concluded that the Company's
disclosure controls and procedures were effective as of such date to ensure that
information required to be disclosed in the reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Such officers also confirm that there was
no change in the Company's internal control over financial reporting during the
quarter ended September 30, 2003 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in certain legal proceedings, claims and litigation,
including those described below. Further, we may become involved in other such
proceedings in the future. The results of legal proceedings cannot be predicted
with certainty. Except as otherwise indicated below, management does not believe
that we have potential liability related to any current legal proceedings and
claims that would have material adverse effect on our financial condition,
liquidity or results of operations. As of the result of the Chapter 11 Case, all
legal proceedings are stayed.

First Place LLC filed a lawsuit against the Company generally asserting
that it has an ownership interest in a small sliver of property upon which the
Company has built and is operating the Mountain High Casino. The property which
First Place contends it has an ownership in consists of approximately 6,000
square feet. The Company timely referred the issue to its title insurance
company, First American Title. The Company has a $33.5 million owner's title
insurance policy with First American. First American has advised the Company
that the claim will be covered by the Company's title insurance and the title
insurance company has been and is vigorously defending the claim. After a trial
in June, 2002, the trial court determined that First Place does have an
ownership interest in a strip of property containing approximately 3,000 square
feet which the Company believed it owned. Certain post trial motions had been
granted and were pending final determination by the Court at the time of the
Chapter 11 filing. On August 7, 2003, the Bankruptcy Court entered an order
lifting the automatic stay, thus allowing this case to proceed to conclusion in
the state courts. On September 12, 2003, the state trial court liquidated the
First Place claim, based upon application of the "relative hardship" doctrine,
in the amount of $73,500 and decreed that upon payment of that amount the
Company would own the 3,000 square feet. The Company anticipates that First
Place will appeal this case to the Colorado Court of Appeals. We do not
anticipate that there will be any financial exposure to the Company with respect
to this claim, and fully expects that this claim will be resolved by and at the
expense of First American Title.

PCL Construction Services, Inc. acted as the general contractor for the
Company in the construction of the Black Hawk Casino by Hyatt project. The
Substantial Completion Date for the project was originally to have been October
29, 2001 and was subsequently amended by Change Order to November 15, 2001. In
fact, construction of the casino was not at a point where the casino could open
for business until December 20, 2001 and certain components of the project were
not completed until early 2002. In early 2002, PCL and its subcontractors
claimed to be owed an aggregate of approximately $7,200,000 on the project,
recorded mechanic's liens and filed mechanic's lien foreclosure and breach of
contract litigation against the Company. The Company filed litigation against
PCL for PCL's misrepresentations and contractual breaches concerning completion
of the project. This litigation was not at issue with all parties as of the date
of the Chapter 11 filing and has been stayed. The Company and PCL engaged in
extensive settlement discussions starting in January, 2003 and entered into a
settlement agreement in May 2003. The Bankruptcy Court approved the agreement on
July 7, 2003. Under the agreement, the Company agreed to pay PCL and its
subcontractors a total of $4.5 million, $2.3 million of which was paid July 28,
2003, $1.4 million to be paid in January 2004, $400,000 to be paid in October
2004, and $400,000 to be paid in April 2005.

Paul Steelman was the project architect for the Black Hawk Casino by
Hyatt project. Paul Steelman claims that it is owed an additional approximately
$200,000 for architectural work performed at the project. The Company believes
that it does not owe Paul Steelman the $200,000 and further believes that Paul
Steelman owes the Company approximately $2,000,000 for Paul Steelman's failure
to properly prepare and complete architectural plans and specifications for the
project in a timely fashion. Prior to the Chapter 11 filing, the Company and
Steelman had entered into a Dispute Resolution Agreement providing for
mediation, to be followed by binding arbitration, if necessary. The dispute
resolution process contemplated by this Agreement has been stayed. The Company
and Steelman filed a stipulated motion lifting the stay from this dispute and
allowing its determination by Dispute Resolution Agreement, and an order
approving the motion was entered in May 2003. A mediation between the Company
and Steelman occurred on September 22, 2003, and is currently scheduled to be
continued on December 19, 2003.

Item 2. Changes in Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults Upon Senior Securities

Not Applicable.

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Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable.

Item 5. Other Information

Not Applicable.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31.1 Certification of Chief Executive Officer of Periodic Report
Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

31.2 Certification of Chief Financial Officer of Periodic Report
Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

32.1. Certification Pursuant to 18 U.S.C. 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Form 8-K

Form 8-K dated August 20, 2003 - Item 5. Other Items and Regulation FD
Disclosure of August 20, 2003 letter to holders of its common stock.

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SIGNATURES

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

Date: November 14, 2003

WINDSOR WOODMONT BLACK HAWK RESORT CORP.

/s/ Jerry L. Dauderman
------------------------------------------------
Jerry L. Dauderman, Chairman and Chief
Executive Officer

/s/ Michael L. Armstrong
-----------------------------------------------
Michael L. Armstrong, Executive Vice President,
Chief Financial Officer, Treasurer and Secretary

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