SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                              _________________

                               FORM 10-KSB/A-1

(Mark One)

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

For the fiscal year ended June 30, 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 number 0-22450

                          COUNTRY WORLD CASINOS, INC.
               (Name of Small Business Issuer in its charter)

          Nevada                                   13-3140389
(State or Other Jurisdiction of                   (IRS Employer
Incorporation or Organization)                Identification Number)

      200 Monument Road, Suite 9, Bala Cynwyd, Pennsylvania   19004
           (Address of Principal Executive Offices)  (Zip Code)

Issuer's Telephone Number, Including Area Code: (610) 617-9990

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                       $.001 Par Value Common Stock
                             (Title of Class)

<PAGE>

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

     Yes   X             No

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB.

     State the issuer's revenues for its most recent fiscal year. $ None

     The aggregate market value of the approximately 59,329,632 shares of the
Company's voting stock held by non-affiliates, computed at the average bid and
asked prices of such stock in the over-the-counter market, as quoted on the
Electronic Bulletin Board on September 30, 2000 was approximately $1,186,593.

Issuers Involved in Bankruptcy Proceedings During the Past Five Years

     Check whether the issuer has filed all documents and reports to be filed
by Section 12, 13 or 5(d) of the Exchange Act of the distribution of
securities under a plan confirmed by a court.

     Yes   X             No

     Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At September 30, 2000,
there were outstanding 61,581,687 shares of the issuer's Common Stock, par
value $.001.

<PAGE>

                                     PART I
                            Description of Business
Item 1
General Development of Business

     Country World Casinos, Inc., the Registrant (the "Company" or "Country
World") was incorporated on November 9, 1982 under the name, Innovative
Medical Technology, Inc.  The Company was organized to engage in the medical
industry.  The Company effected a public offering in 1983.  The Company was
essentially inactive until 1990 when it undertook the manufacturing of
monolithic composite panels for use in the construction of semi-truck
trailers, shipping containers and industrial buildings.  The Company
discontinued this business in September 1992.

     In 1993, the Company changed the focus of its planned business operations
to the construction of a large, full service, first class casino in Black
Hawk, Colorado.  In August 1993, the Company completed the acquisition of
certain real property located in Black Hawk, Colorado known as Mill Sites 12
and 13, and the Smith Lode Mining Claim, U.S. Survey No. 502 (the
"Property").  Since the Company's purchase of the Property in August 1993, the
Company's activities have focused on obtaining the necessary financing and
making preparations for construction of the casino on the Property.  Despite
commitments made by various parties throughout 1997 and 1998, none were able
to provide the required financing timely and all contracts to do so were
terminated prior to June 1999.

     In June 1999, the Company signed a Letter of Intent with Beverly
Hillbillies Gaming Company Inc. and Beverly Hillbillies Gaming Entertainment
LLC to enter into a joint venture to finalize development of and finance its
Black Hawk, Colorado Casino and Hotel project.

     Financing, financial advisory services and placement agent services would
have been provided by Westwood Capital, LLC of New York City, New York who is
an investment banking firm specializing in structured debt financing and
merger and acquisition transactions for companies in the financial services
and real estate industries.  Additionally, Westwood Capital provides project
and corporate financing for companies in the gaming and hospitality
industries.

     During September and October 1999, the Company completed final review of
an Admission and Operating Agreement securing the commitment of all parties to
bring the project to fruition.  Under the aforementioned agreements' terms,
Jethro's Black Hawk, LLC would have assumed all existing secured indebtedness
of the Company, begin making the required interest payments as of September
30, 1999, and make full payment of all such indebtedness by March 31, 2000.
As of March 31, 2000, the parties had not yet signed such agreements and no
debts were assumed as Beverly Hillbillies Gaming Entertainment LLC had
experienced problems in closing on its property for the Reno project.  The
Company had been advised, by Beverly Hillbillies Gaming that a resolve to
their Reno property issue has been delayed until at least July at which time
the companies will meet to establish a new schedule.  Additionally, they
advised that they and Westwood Capital remain committed to the project,
despite their Reno property acquisition delay.

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     As of July 31, 2000, the Company has had no further communications with
Beverly Hillbillies Gaming and it is assumed that all past and future hope for
this project with this group are terminated.  Despite the ongoing relationship
with Beverly Hillbillies Gaming throughout the year July 1999 to June 2000,
the Company continued to research other means of bringing the project to
fruition.  To that effect, in December 1999, the Company signed a short term
agreement with a Florida lending group to secure the necessary funds for the
project.  As of March 31, 2000, no results were attained for this source and
all agreements were terminated.

     In July 2000, the Company signed a memorandum of understanding with
Dartmouth General Capital Management, Ltd. (Dartmouth) to acquire certain
revenue producing assets, retire the outstanding debts of Country World and
provide $80 million in financing to finalize development of its Black Hawk,
Colorado casino and hotel project.

     Under the terms of the understanding, Dartmouth General will provide
capital of approximately $15 million to pay the secured and unsecured debt of
the Company within 45 days.  Further, Dartmouth General will furnish and
supply Country World with five year interest free corporate bonds for an
additional $65 million issued by Dartmouth Generale Equity Securities Trust
S.A., or its assigns, as securitization for the necessary financing to
finalize development and construct the casino/hotel complex.

     In exchange for Dartmouth General's contribution, Country World will
issue the balance of its authorized but unissued shares of common and
preferred Series B stock to Dartmouth General (approximately 13.4 and 3.9
million respectively) and company shareholders will contribute 6 million
shares of common stock and 500,000 shares of Series B preferred stock to
Dartmouth General.  With completion of the aforementioned transactions,
Dartmouth General will have acquired approximately 50.6% of the voting stock
of the Company.

     In November 2000, the Company signed a contractual agreement with
Dartmouth and in December 2000, the Company received a senior subordinated
guarantee note to begin the draw down of the first $15,000,000.  It is
anticipated that the funding of this instrument with be completed by January
15, 2001.

     In March 2000, the Company was made aware of a listing problem with the
OTC Bulletin Board, due to the lack of an unqualified auditor's opinion letter
being a part of its June 30, 1999 10-KSB filing with the Securities and
Exchange Commission.  The Company's stock listing was moved to the pink sheets
effective April 4, 2000 as a market maker in the Company's stock filed for
listing accordingly.  The Company must remain a pink sheet listing for at
least 30 days, at which time if the Company's filings have been brought to an
acceptable level, can apply to be re-listed on the OTC Bulletin Board.

     In order to accomplish this task, the Company must pay its current
auditors a sum of approximately $55,000 for past services rendered and
contract with a new firm for which a $30,000 fee is required.  This process
began upon closing of the agreement with Dartmouth.

                                   -4-
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     In March 2000, the Company's Chairman and CEO, Mr. Larry Berman resigned
his position citing a conflict of interest with regard to extensive loans made
to the Company, as well as personal issues.

     Although the Company is confident in the abilities of Dartmouth to
provide financing to accomplish the aforementioned goals, there can be no
assurance that any of these items will be provided or completed immediately or
in the future.

     Black Hawk is a picturesque mountain town approximately 40 miles west of
Denver.  In the past year, July 1998 through June 1999, Black Hawk hosted
approximately 3 million visitors and generated over 60% of the state's gaming
revenues.  The Hotel Casino, on the northern most end of the Black Hawk gaming
district, will be in a most highly visible location as it is in a direct line
of site to all visitors approaching Black Hawk's Gregory Street intersection
on State Highway 119.   The Black Hawk and nearby Central City casino market
includes many small, privately held gaming facilities that the Company
believes offer limited amenities and are characterized by a shortage of
convenient on-site parking.  There are a few large facilities currently
operating with varying levels of services and amenities, as well as new
facilities planned.  The theme, hospitality, ample parking, modern hotel
accommodations and a full line of amenities, will set it apart from, and
should give it a competitive advantage over, the other casinos in the Black
Hawk/Central City market.

     The Hotel Casino complex will be designed and constructed pursuant to a
guaranteed maximum price agreement which is to be finalized prior to
construction.  The design and construction team consists of Semple Brown
Roberts, P.C., a Denver based architectural firm (the "Architect") and PCL
Construction Services, Inc., a multi-million dollar North American
construction firm with U.S. headquarters located in Denver.  The Architect is
the designer of Fitzgerald's Casino in Black Hawk, while the Contractor's
gaming credits include the MGM Grand Hotel Casino and Stratosphere Tower in
Las Vegas, Nevada, as well as the Chinook Winds Gaming and Convention Center
in Lincoln City, Oregon.

COLORADO GAMING REGULATIONS

     The State of Colorado created the Division of Gaming (the "Division")
within the Department of Revenue to license, implement, regulate and supervise
the conduct of limited gaming under the Colorado Limited Gaming Act and the
regulations promulgated thereunder (the "Colorado Gaming Act").  The Director
of the Division, under the supervision of a five-member Colorado Limited
Gaming Control Commission (the "Colorado Gaming Commission"), has been granted
broad power to ensure compliance with the Colorado Gaming Act.  The Director
may inspect, without notice, impound or remove any gaming device.  He may
examine and copy any licensee's records, may investigate the background and
conduct of licensees and their employees, and may bring disciplinary actions
against licensees and their employees.  He also may conduct detailed
background investigations of persons who loan money to the Company.

                                   -5-
<PAGE>

     The Colorado Gaming Commission is empowered to issue five types of gaming
and gaming related licenses. The licenses are revocable and
non-transferrable.  The failure or inability of the Company or the Casino
Manager to obtain and maintain the necessary gaming licenses could prevent the
Company from operating the Casino and could have a material adverse effect on
the Company.  All persons employed by the Company and the Casino Manager and
involved, directly or indirectly, in gaming operations in Colorado also are
required to obtain a Colorado gaming license.  All licenses must be renewed
annually.

     The Company and its Officers will apply for their respective licenses at
the conclusion of financing to coincide with the start of construction.

     As a general rule, under the Colorado Gaming Act, it is a criminal
violation for any person to have a legal, beneficial, voting or equitable
interest, or right to receive profits, in more than three retail gaming
licenses in Colorado.  The Colorado Gaming Commission has ruled that a person
does not have an interest in a licensee for purposes of the multiple-license
prohibition if: (i) such person has less than a five percent (5%) interest in
an institutional investor which has an interest in a publicly traded licensee
or publicly traded company affiliated with a licensee (such as the Company);
(ii) a person has a five percent (5%) or more financial interest in an
institutional investor, but the institutional investor has less than a five
percent (5%) interest in a publicly traded licensee or publicly traded company
affiliated with a licensee; (iii) an institutional investor has less than a
five percent (5%) financial interest in a publicly traded licensee or publicly
traded company affiliated with a licensee;(iv) an institutional investor
possesses securities in a fiduciary capacity for another person, and does not
exercise voting control over five percent (5%) or more of the outstanding
voting securities of a publicly traded licensee or of a publicly traded
company affiliated with a licensee; (v) a registered broker or dealer retains
possession of securities of a publicly traded licensee or of a publicly traded
company affiliated with a licensee for its customers in street name or
otherwise, and exercises voting rights for less than five percent (5%) of the
publicly traded licensee's voting securities or of a publicly traded company
affiliated with a licensee; (vi) a registered broker or dealer acts as a
market maker for the stock of a publicly traded licensee or of a publicly
traded company affiliated with a licensee and possesses a voting interest in
less than five percent (5%) of the stock of the publicly traded licensee or of
a publicly traded company affiliated with a licensee; (vii) an underwriter is
holding securities of a publicly traded licensee or of a publicly traded
company affiliated with a licensee as part of an underwriting for no more than
90 days if it exercises voting rights of less than five percent (5%) of the
outstanding securities of a publicly traded licensee or of a publicly traded
company affiliated with a licensee; (viii) a stock clearinghouse holds voting
securities for third parties, if it exercises voting rights with respect to
less than five percent (5%) of the outstanding securities of a publicly traded
licensee or of a publicly traded company affiliated with a licensee; or (ix) a
person owns less than five percent (5%) of the voting securities of the
publicly traded licensee or publicly traded company affiliated with a
licensee. Hence, the Company's and its stockholders' business opportunities in
Colorado are limited to such interests that comply with the statute and
Commission's rule.

     Although attorneys for the Colorado legislature initially expressed
concern that the promulgation of the above-described regulation was beyond the

                                   -6-
<PAGE>

Colorado Gaming Commission's statutory delegated authority, they appear to
have retreated from this position. Therefore, unless the Colorado legislature
repeals the regulation, it is likely that it will continue in effect.

     In addition, pursuant to the Colorado Gaming Act, no manufacturer or
distributor of slot machines may have an interest in any casino operator,
allow any of its officers to have such an interest, employ any person if such
person is employed by a casino operator, or allow any casino operator or
person with a substantial interest therein to have an interest in a
manufacturer's or distributor's business.  The Colorado Gaming Commission has
ruled that a person does not have a "substantial interest" if it directly or
indirectly has less than five percent (5%) of such voting securities of a
licensee.

     Under the Colorado Gaming Act, any person or entity having any direct or
indirect interest in a gaming licensee or an applicant for a gaming license,
including, but not limited to, the Company and stockholders of the Company,
maybe required to supply the Colorado Gaming Commission with substantial
information, including, but not limited to, background information, source of
funding information, a sworn statement that such person or entity is not
holding his interest for any other party, and finger prints. Such information,
investigation and licensing as an "associated person" automatically will be
required of all persons (other than certain institutional investors discussed
below) which directly or indirectly own ten percent (10%) or more of a direct
or indirect legal, beneficial or voting interest in the Company. Such persons
must report their interest and file appropriate applications within 45 days
after acquiring such interest.  Persons directly or indirectly having a five
percent (5%) or more interest (but less than 10%) in the Company, must report
their interest to the Colorado Gaming Commission within ten (10) days after
acquiring such interest and may be required to provide additional information
and to be found suitable.  If certain institutional investors provide certain
information to the Colorado Gaming Commission, such investors, at the Colorado
Gaming Commission's discretion, may be permitted to own up to 14.99% of the
Company, before being required to be found suitable.  All licensing and
investigation fees will have to be paid for by the person in question.

     The Colorado Gaming Commission also has the right to request information
from any person directly or indirectly interested in, or employed by, a
licensee, and to investigate the moral character, honesty, integrity, prior
activities, criminal record, reputation, habits and associations of (i) all
persons licensed pursuant to the Colorado Limited Gaming Act, (ii) all
officers, directors and stockholders of a licensed privately held corporation,
(iii) all officers, directors and stockholders holding either a five percent
(5%) or greater interest or a controlling interest in a licensed publicly
traded corporation, (iv) all general partners and all limited partners of a
licensed partnership, (v) all persons which have a relationship similar to
that of an officer, director or stockholder of a corporation (such as members
and managers of a limited liability company), (vi) all persons supplying
financing or loaning money to any licensee connected with the establishment or
operation of limited gaming, and (vii) all persons having a contract, lease or
ongoing financial or business arrangement with any licensee, where such
contract, lease or arrangement relates to limited gaming operations,
equipment, devices or premises.  For purposes of the Colorado Gaming Act, a
note secured by a deed of trust on casino property is considered a "lease."

                                   -7-
<PAGE>

     In addition, under the Colorado Gaming Act regulations, every person who
is a party to a "gaming contract" with an applicant for a license, or with a
licensee, upon the request of the Colorado Gaming Commission or the Director,
promptly must provide to the Colorado Gaming Commission or Director all
information which may be requested concerning financial history, financial
holdings, real and personal property ownership, interests in other companies,
criminal history, personal history and associations, character, reputation in
the community, and all other information which might be relevant to a
determination whether a person would be suitable to be licensed by the
Colorado Gaming Commission.  Failure to provide all information requested
constitutes sufficient grounds for the Director or the Colorado Gaming
Commission to require a licensee or applicant to terminate its "gaming
contract" (as defined below) with any person who failed to provide the
information requested. In addition, the Director or the Colorado Gaming
Commission may require changes in "gaming contracts" before an application is
approved or participation in the contract is allowed.  A "gaming contract" is
defined as an agreement in which a person does business with or on the
premises of a licensed entity.

     An application for licensure or suitability may be denied for any cause
deemed reasonable by the Colorado Gaming Commission or the Director, as
appropriate. Specifically, the Colorado Gaming Commission and the Director
must deny a license to any applicant who (i) fails to prove by clear and
convincing evidence that the applicant is qualified; (ii) fails to provide
information and documentation requested; (iii) fails to reveal any fact
material to qualification, or supplies information which is untrue or
misleading as to a material fact pertaining to qualification; (iv) has been,
or has any director, officer, general partner, stockholder, limited partner or
other person who has a financial or equity interest in the applicant who has
been, convicted of certain crimes, including the service of a sentence upon
conviction of a felony in a correctional facility, city or county jail, or
community correctional facility or under the state board of parole or any
probation department within ten years prior to the date of the application,
gambling-related offenses, theft by deception or crimes involving fraud or
misrepresentation, is under current prosecution for such crimes (during the
pendency of which license determination may be deferred), is a career offender
or a member or associate of a career offender cartel, or is a professional
gambler; or (v) has refused to cooperate with any state or federal body
investigating organized crime, official corruption or gaming offenses.

     If the Colorado Gaming Commission determines that a person or entity is
unsuitable to own interests in the Company, then the Company may be
sanctioned, which may include the denial or revocation of the approvals and
licenses required to operate the Casino.

     The Colorado Gaming Commission does not need to approve in advance a
public offering of securities, but rather requires a filing of notice and
additional documents with regard to such public offering prior to such public
offering.  Under the regulations, the Colorado Gaming Commission may, in its
discretion, require additional information and prior approval of such public
offering.

     In addition, the Colorado Gaming Act regulations prohibit a licensee or
affiliated company thereof, such as the Company, from paying dividends,

                                   -8-
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interest or other remuneration to any unsuitable person, or recognizing the
exercise of any voting rights by any unsuitable person. Further, the Company
may repurchase the shares of anyone found unsuitable at the lesser of the cash
equivalent to the original investment in the Company or the current market
price. Further, the regulations require anyone with a material involvement
with a licensee, including a director or officer of a holding company, such as
the Company, to file for a finding of suitability if required by the Colorado
Gaming Commission.

     In addition to its authority to deny an application for a license or
suitability, the Colorado Gaming Commission has jurisdiction to disapprove a
change incorporate position of a licensee and may have such authority with
respect to any entity which is required to be found suitable by the Colorado
Gaming Commission. The Colorado Gaming Commission has the power to require the
Company to suspend or dismiss managers, officers, directors and other key
employees or sever relationships with other persons who refuse to file
appropriate applications or whom the authorities find unsuitable to act in
such capacities, and may have such power with respect to any entity which is
required to be found suitable.

     Once the Company obtains the required gaming licenses, a person or entity
will not be permitted to sell, lease, purchase, convey or acquire a
controlling interest in the Company without the prior approval of the Colorado
Gaming Commission, and the Company will be prohibited from selling any
interest in the Casino without the prior approval of the Colorado Gaming
Commission.

       The Casino may operate only between 8:00 am. to 2:00 am., and may
permit only individuals 21 years or older to gamble.  Only slot machines,
blackjack and poker, with a maximum single bet of $5.00, are permitted.  A
Colorado casino may not provide credit to its gaming patrons.  The Casino must
not exceed certain gaming square footage limits as a total of each floor and
the full building.

OTHER REGULATIONS

     The sale of alcoholic beverages is subject to licensing, control and
regulation by the Colorado Liquor Agencies. All persons who directly or
indirectly own 10% or more of the Company must file applications and possibly
be investigated by the Colorado Liquor Agencies. The Colorado Liquor Agencies
also may investigate those persons who, directly or indirectly, loan money to
or have any financial interest in liquor licensees.  All licenses are
revocable and not transferable.  The Colorado Liquor Agencies have the full
power to limit, condition, suspend or revoke any such license and any such
disciplinary action could (and revocation would) have a material adverse
effect upon the operations of the Company.  No person with an interest in any
holder of a hotel and restaurant liquor license can have an interest in a
liquor licensee which holds anything other than a hotel and restaurant liquor
license, and specifically cannot have an interest in an entity which holds a
gaming tavern license.

     The Company's operations will be subject to a wide variety of other
federal, state and local laws and government regulations that could increase

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its costs of construction and its operating expenses.  Such regulations
include architectural and requirements, building codes, health and safety
laws, environmental laws, minimum wage and employment laws, and laws such as
the Americans With Disabilities Act that require public facilities such as the
Company's Hotel and Casino to be assessable and usable by people in wheel
chairs.

     Slot machines are the most popular gaming devices in Colorado, and the
Company expects that slot machines will be the greatest source of its gaming
revenues. Slot machines are less labor intensive and require less square
footage than table games, and also generate higher profit margins.  Slot
machines in Colorado permit play in denominations of nickels, quarters, half
dollars, dollars and five dollars.  Casinos are permitted to provide
"progressive jackpots" that increase with continued play at the designated
slot machines.  Slot machines come in both the mechanical spinning reels
variety and video slot machines.

     Twenty-five varieties of poker are authorized for play in Colorado
casinos.  Sixteen varieties of poker are "traditional" games in which the
players play against each other to win a "pot" built upon their own wagers.
These games include a variety of five-card draw, five-card and seven-card
stud, and "hold 'em" games. In those games, the casino takes a fee or "rake"
from each pot.  Nine other poker games the players play against the casino to
win payout.  The casino does not take a "rake" from the pot in those games,
but rather retains players' losses.

     Five varieties of blackjack or "21" are authorized for play in Colorado
casinos. Under Colorado rules, dealer must draw to hands of 16 or less and
must stand on hands of 17 or higher.  Players are allowed to split pairs,
double down (doubling the wager after seeing the first two cards, but drawing
not more than one additional card) and purchase "insurance".  An "insurance"
wager may be made when the dealer's face up card is an ace. The insurance
wager is up to 50% of the original wager and entitles the player to 2 to 1
payout if the dealer has a 10 or face card in the whole (a natural 21), but
the insurance wager is lost if the dealer's whole card has a value other than
10.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's Property is located in the town of Black Hawk.  The town of
Black Hawk is part of the Central City and Black Hawk National historic
Landmark, established in 1989 by the United States Department of Interior, Natio
nal Park Service.  In conformance with this designation, the town of Black
Hawk in October 1990 established the Architectural and Design Review
Guidelines, authorizing the town to regulate historical and architectural
matters within the town.  These guidelines are used by Black Hawk's Historic
Architectural Review Commission ("HARC") to evaluate and approve all
applications for construction.

     Furthermore, the amendment to the Colorado Constitution authorizing
limited stakes gaming provides that such gaming shall be conducted in
structures which conform, as determined by the respective municipal governing
body, to the architectural styles and designs common to the area prior to
World War I and which conform to the requirements of applicable respective
municipal ordinances, regardless of the age of the structure.  Accordingly,
the Company is designing its building in conformance with the requirements of
HARC, and the building design will reflect the architectural style consistent
with the guidelines.

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     The site is located on Colorado State Highway 119, approximately
one-quarter mile past the Gregory Street turn-off that leads to Central City
through Black Hawk.  As such, the Company's casino facility will not be
contiguous  to the many casinos which are located on Gregory Street and Main
Street in Black Hawk.  The facility will be designed to allow for a maximum
exposure to approaching traffic, and will be in a direct site line from the
turn from the Highway into the town of Black Hawk.  The Company believes that
it is this ability, and ease of access that should provide the Company a
competitive benefit as compared to the other casinos which are located in the
central portion of town.  Moreover, many casinos in Black Hawk/Central City
lack contiguous or convenient parking and, as a result, have had difficulty in
attracting and retaining customers.  In contrast, the Company's site will
offer convenient valet and self parking to its customers, as well as a covered
on-site bus turnaround for the convenience of day trip customers.

COMPETITION

     Most of the 32 casinos in the Black Hawk/Central City market are small
facilities that provide limited or no parking and do not provide hotel
accommodations.  Presently, the largest hotel in the Black Hawk/Central City
market is the 200+ rooms of the Isle of Capri in Black Hawk and 118-room
Harvey's Wagon Wheel located in Central City.  In contrast, the Company's
Hotel Casino will have 200+/-  hotel rooms and suites and will have a parking
garage that can accommodate approximately 1,000 cars.  Several of the larger
casinos are planning to expand their facilities to provide additional casino
space, hotel rooms and parking, and several new casinos are either planned,
under construction, or recently opened, including the Black Hawk/Jacobs Casino
which  includes 1,000 gaming devices and parking for 280 cars with provision
for a 50 room hotel.

     The Company hopes to attain a competitive advantage over the established
casinos by offering superior lodging, an entertainment lounge, in-door
self-parking, and dining facilities.  Guests will be able to access the
Company's Hotel Casino directly from State Highway 119, without having to
drive through Main Street or Gregory Street, which are the two main streets
that comprise the town of Black Hawk.  The location of the Hotel Casino at the
north end of the town will enable guests to avoid traffic congestion on the
two main streets of the town.  There is presently a shortage of parking space
in Black Hawk and Central City, especially parking spaces located close to the
casinos.  The Company's Hotel Casino will have an underground parking garage
that will be sheltered from inclement weather and will permit customers to
quickly park and retrieve their cars.  Valet parking will also be provided.
In addition, the Company plans to build a covered bus stop and turn-around
that will facilitate access to the Hotel Casino by customers on one-day,
over-night or weekend excursions.  The Company will also sponsor charter bus
services from the Denver metropolitan area as a promotional consideration.

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ITEM 3.  LEGAL PROCEEDINGS

     The Company was the plaintiff and a counterclaim defendant in a lawsuit
pending in Denver, Colorado District Court, Case No. 95CV2310.  This lawsuit
was commenced by the Company on May 26, 1995.  The lawsuit between the Company
and New Allied and TKCC was stayed upon the filing of the Company's bankruptcy
petition in October 1995.  That stay was lifted when the bankruptcy case was
dismissed in March 1997, and the Company moved forward with these
proceedings.  The Company filed for Summary Judgment in this matter and
hearings were held September and October 1998. Such Summary Judgement was
granted in favor of the Company in October 1998.  New Allied and TKCC appealed
the Court's ruling in July 1999.

     In addition, the Company filed an appeal of the Bankruptcy Court's
ruling.  New Allied cross appealed.  Such appeals were denied by the United
States District Court in August 1998 and the appeals matters continued as the
Company appealed this matter to a higher court unopposed. In June 1999, the
Tenth Circuit Court of Appeals ruled in favor of the Company in two of the
three appeal issues raised.  As the matters were unopposed by New Allied and
TKCC, the matter has been referred back to the Bankruptcy Court for a final
determination as to the amount New Allied and TKCC must return to the Company.

     In October 1999, the Company signed a settlement agreement and mutual
release finalizing the balance of all ongoing disputes with New Allied
Development Corporation and Tommy Knocker Casinos Corporation.  Under the
terms of the agreement, New Allied and Tommy Knocker converted 2,250,000
shares of Preferred A stock into 2,250,000 shares of common stock and agreed
to dismiss all pending appeals in exchange for the company dismissing all
pending litigation and appeals.

     The Company has no outstanding litigation at this time.

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

     No matters were submitted during the fiscal year covered by this Report
to a vote of security holders.

                                   -12-
<PAGE>
                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Until April 2000, the Company's Common Stock was traded in the
over-the-counter market and was quoted and was listed on the Electronic
Bulletin Board under the symbol, "CWRC".  Currently, the Company's common
stock is listed in the pink sheets under the same symbol.  The market for the
Company's Common Stock must be characterized as a limited market due to the
relatively low trading volume.  Set forth in the following table are high and
low bid quotations for the Company's common stock for the fiscal years ended
June 30, 1999 and 2000. The listing represents inter-dealer quotations without
retail markups, markdowns or commissions and may not represent actual
transactions.

Quarter Ended         High     Low
September 30, 1998    .16      .06
December 31, 1998     .14      .06
March 31, 1999        .21      .06
June 30, 1999         .20      .05
September 30, 1999    .11      .06
December 31, 1999     .07      .06
March 31, 2000        .11      .01
June 30, 2000         .10      .01

     At June 30, 2000, there were approximately 1,119 record holders of the
Company's Common Stock.

     The Company has not paid or declared cash distributions or dividends on
its common stock and does not intend to pay cash dividends in the foreseeable
future.  Future cash dividends will be determined by the Company's Board of
Directors based on the Company's earnings (if any), financial condition,
capital requirements and other relevant factors.

                                   -13-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CERTAIN STATEMENTS INCLUDED HEREIN OR INCORPORATED BY REFERENCE CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT").  THE COMPANY DESIRES TO TAKE
ADVANTAGE OF CERTAIN "SAFE HARBOR" PROVISIONS OF THE REFORM ACT AND IS
INCLUDING THIS SPECIAL NOTE TO ENABLE THE COMPANY TO DO SO.  FORWARD-LOOKING
STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS PART INVOLVE KNOWN
AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH WOULD CAUSE THE
COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER MATERIALLY FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING
STATEMENTS.

     Since the Company's purchase of the Black Hawk Property in August 1993,
the Company's activities have focused on obtaining the necessary financing and
making preparations for construction of the casino on the Property.  In July
1997, the Company signed a financing agreement with U2 Consulting, LLC., an
affiliate of Pacific Genesis, Inc. and Western Equities, Inc., to raise $79.5
million through the issuance of corporate bonds.  The parties had 180 days to
provide for the financing, were unable to complete same and said agreement
with U2 Consulting was terminated in December 1997.

     In January 1998, the Company again began the process of acquiring
financing. After much discussion and many contacts with a wide range of
financing groups, the Company has entered into three separate agreements to
provide the necessary financing, of which all terminated during the first half
of 1999.

     In June 1999, the Company signed a Letter of Intent with Beverly
Hillbillies Gaming Company Inc. and Beverly Hillbillies Gaming Entertainment
LLC to enter into a joint venture to finalize development of and finance its
Black Hawk, Colorado Casino and Hotel project.

     Financing, financial advisory services and placement agent services would
have been provided by Westwood Capital, LLC of New York City, New York who is
an investment banking firm specializing in structured debt financing and
merger and acquisition transactions for companies in the financial services
and real estate industries.  Additionally, Westwood Capital provides project
and corporate financing for companies in the gaming and hospitality
industries.

     During September and October 1999, the Company completed final review of
an Admission and Operating Agreement securing the commitment of all parties to
bring the project to fruition.  Under the aforementioned agreements' terms,
Jethro's Black Hawk, LLC would have assumed all existing secured indebtedness
of the Company, begin making the required interest payments as of September
30, 1999, and make full payment of all such indebtedness by March 31, 2000.
As of March 31, 2000, the parties had not yet signed such agreements and no

                                   -14-
<PAGE>

debts were assumed as Beverly Hillbillies Gaming Entertainment LLC had
experienced problems in closing on its property for the Reno project.  The
Company had been advised, by Beverly Hillbillies Gaming that a resolve to
their Reno property issue has been delayed until at least July at which time
the companies will meet to establish a new schedule.  Additionally, they
advised that they and Westwood Capital remain committed to the project,
despite their Reno property acquisition delay.

     As of July 31, 2000, the Company has had no further communications with
Beverly Hillbillies Gaming and it is assumed that all past and future hope for
this project with this group are terminated.  Despite the ongoing relationship
with Beverly Hillbillies Gaming throughout the year July 1999 to June 2000,
the Company continued to research other means of bringing the project to
fruition.  To that effect, in December 1999, the Company signed a short term
agreement with a Florida lending group to secure the necessary funds for the
project.  As of March 31, 2000, no results were attained for this source and
all agreements were terminated.

     In July 2000, the Company signed a memorandum of understanding with
Dartmouth General Capital Management, Ltd. (Dartmouth) to acquire certain
revenue producing assets, retire the outstanding debts of Country World and
provide $80 million in financing to finalize development of its Black Hawk,
Colorado casino and hotel project.

     Under the terms of the understanding, Dartmouth General will provide
capital of approximately $15 million to pay the secured and unsecured debt of
the Company within 45 days.  Further, Dartmouth General will furnish and
supply Country World with five year interest free corporate bonds for an
additional $65 million issued by Dartmouth Generale Equity Securities Trust
S.A., or its assigns, as securitization for the necessary financing to
finalize development and construct the casino/hotel complex.

     In exchange for Dartmouth General's contribution, Country World will
issue the balance of its authorized but unissued shares of common and
preferred Series B stock to Dartmouth General (approximately 13.4 and 3.9
million respectively) and company shareholders will contribute 6 million
shares of common stock and 500,000 shares of Series B preferred stock to
Dartmouth General.  With completion of the aforementioned transactions,
Dartmouth General will have acquired approximately 50.6% of the voting stock
of the Company.

     In November 2000, the Company signed a contractual agreement with
Dartmouth and in December 2000, the Company received a senior subordinated
guarantee note to begin the draw down of the first $15,000,000.  It is
anticipated that the funding of this instrument with be completed by January
15, 2001.

     In March 2000, the Company was made aware of a listing problem with the
OTC Bulletin Board, due to the lack of an unqualified auditor's opinion letter
being a part of its June 30, 1999 10-KSB filing with the Securities and
Exchange Commission.  The Company's stock listing was moved to the pink sheets

                                   -15-
<PAGE>

effective April 4, 2000 as a market maker in the Company's stock filed for
listing accordingly.  The Company must remain a pink sheet listing for at
least 30 days, at which time if the Company's filings have been brought to an
acceptable level, can apply to be re-listed on the OTC Bulletin Board.

     In order to accomplish this task, the Company must pay its current
auditors a sum of approximately $55,000 for past services rendered and
contract with a new firm for which a $30,000 fee is required.  This process
began upon closing of the agreement with Dartmouth.

     In March 2000, the Company's Chairman and CEO, Mr. Larry Berman resigned
his position citing a conflict of interest with regard to extensive loans made
to the Company, as well as personal issues.

     Although the Company is confident in the abilities of Dartmouth to
provide financing to accomplish the aforementioned goals, there can be no
assurance that any of these items will be provided or completed immediately or
in the future.

     Black Hawk is a picturesque mountain town approximately 40 miles west of
Denver.  In the past year, July 1998 through June 1999, Black Hawk hosted
approximately 3 million visitors and generated over 60% of the state's gaming
revenues.  The Hotel Casino, on the northern most end of the Black Hawk gaming
district, will be in a most highly visible location as it is in a direct line
of site to all visitors approaching Black Hawk's Gregory Street intersection
on State Highway 119.   The Black Hawk and nearby Central City casino market
includes many small, privately held gaming facilities that the Company
believes offer limited amenities and are characterized by a shortage of
convenient on-site parking.  There are a few large facilities currently
operating with varying levels of services and amenities, as well as new
facilities planned.  The theme, hospitality, ample parking, modern hotel
accommodations and a full line of amenities, will set it apart from, and
should give it a competitive advantage over, the other casinos in the Black
Hawk/Central City market.

     The Hotel Casino complex will be designed and constructed pursuant to a
guaranteed maximum price agreement which is to be finalized prior to
construction.  The design and construction team consists of Semple Brown
Roberts, P.C., a Denver based architectural firm (the "Architect") and PCL
Construction Services, Inc., a multi-million dollar North American
construction firm with U.S. headquarters located in Denver.  The Architect is
the designer of Fitzgerald's Casino in Black Hawk, while the Contractor's
gaming credits include the MGM Grand Hotel Casino and Stratosphere Tower in
Las Vegas, Nevada, as well as the Chinook Winds Gaming and Convention Center
in Lincoln City, Oregon.

LIQUIDITY & CAPITAL RESOURCES

     In March 1996, the Company borrowed $5 million from Kennedy Funding,
Inc.  The Company issued a Promissory Note effective May 20, 1996 payable at
the rate of 15% per annum until May 19, 1997 (the "First Year Interest
Obligation") and at a rate of 24% per annum thereafter.  Payments of principal
and interest are payable as follows: (a) the First Year Interest Obligation
was prepaid at closing; (b) commencing on May 19, 1997 and for each month
thereafter, the Company is to make interest only payments, in advance, in the

                                   -16-
<PAGE>

amount of 2% of the then existing principal balance due under the Note; and
(c) the entire outstanding principal balance, together with all accrued and
unpaid interest, if not previously paid, shall be finally due and payable on
May 19, 1999. Such loan was not paid and was extended by its new assignee
Norlar, Inc., pending completion of the newest financing effort.  The holder
of the Note may accelerate the due date for the entire balance of principal,
interest and other sums due upon maturity in the event of default under the
Note.  The annual rate of interest is 36% for the life of the loan.  The Note
is secured by a first deed of trust on the Property.  Norlar, Inc. is a
corporation beneficially owned by the Company's former Chairman and CEO, Mr.
Larry Berman and his wife.

     In May 1997, the Company issued a promissory note and second deed of
trust on the property to Norlar, Inc. for a maximum of $600,000 (First Norlar
Note), or so much thereof as may have been advanced by maker, for payments due
on the Kennedy loan and for general corporate purposes.  As of June 2000, the
Company owed $600,000 on the First Norlar Note.  In October 1997, the Company
issued a second promissory note (Second Norlar Note) and a fourth deed of
trust on the property to Norlar, Inc., again for a maximum of $600,000.  As of
June 2000, the Company owed $600,000 on the Second Norlar Note.  In April
1998, the Company issued a third promissory note (Third Norlar Note) and fifth
deed of trust on the property to Norlar, Inc. again for a maximum of
$600,000.  As of June 2000, the Company owed $600,000 on the Third Norlar
Note.  In August 1998, the Company issued a fourth promissory note (Fourth
Norlar Note) and sixth deed of trust on the property to Norlar, Inc. again for
$600,000.  As of June 2000, the Company owed $600,000 on the Fourth Norlar
note.  In January 1999, the Company issued a Fifth Promissory Note (Fifth
Norlar Note) and seventh deed of trust on the property to Norlar, Inc., again
for $600,000.  As of June 2000, the Company owed $600,000 on the Fifth Norlar
Note.  In July 1999, the Company issued a sixth promissory note (Sixth Norlar
Note) and eighth deed of trust on the property to Norlar, Inc. for
$1,000,000.  As of June 2000, the Company owed $1,000,000 on the Sixth Norlar
Note.  No further deeds of trust will be issued at this time and the total
amount due as of June 30, 2000 is $5,598,358.  In addition, for each $100,000
Norlar, Inc. has loaned to the Company, it has authorized the issuance of
500,000 warrants to purchase shares of common stock at $0.20 per share.
Norlar, Inc. is a closely held corporation beneficially owned by the Company's
former Chairman and CEO, Larry Berman and his wife.  The loans bear interest
at 12% per annum and is to be repaid upon the earlier of the sale of the
property, refinance of the property or the financing of the project.

     In September and October of 1997, PCL Construction Services, Inc.
advanced the Company $998,000 to begin the development and design process in
advance of funding.  As of June 2000, the Company owes PCL Construction
approximately $1,400,000, including interest.

     In July 1998, the Company settled an ongoing dispute with New Allied
Development Corporation with regard to a piece of property outside the gaming
district in Black Hawk, Colorado.  Title to such property was returned to New
Allied, therefore reducing the Company's debt by $750,000, plus applicable
taxes due.

                                   -17-
<PAGE>

     In October 1998, the Company converted $250,000 of debt to the Company's
officers into Series B Preferred stock.  In October 1999, half of the October
1998 issuance was converted into common stock in accordance with its terms.

     In September 1999, the Company requested credit against outstanding
invoices from its architectural and engineering firm in the approximate amount
of $447,003 for prepayments made, interest charges assessed and engineering
charges yet to be documented.  Negotiations on the disputed amounts will occur
directly following the first funding by Dartmouth.

     In October 1999, the Company signed a settlement agreement and mutual
release finalizing the balance of all ongoing disputes with New Allied
Development Corporation and Tommy Knocker Casinos Corporation.  Under the
terms of the agreement, New Allied and Tommy Knocker converted 2,250,000
shares of Preferred A stock into 2,250,000 shares of common stock and agreed
to dismiss all pending appeals in exchange for the company dismissing all
pending litigation and appeals.

     In December 1999, in accordance with a development contract with the
Company, Western Equities accumulated progressive payments totaling
$1,975,003.00 from July 1997 to March 1998 which was contingent upon project
financing.  The Company requested that Western Equities acknowledge
cancellation of this outstanding liability as the contingency clause for
funding had not been fulfilled, was not expected to be, and the required work
was never performed and therefore the services would not be required in the
future.  Western Equities agreed with the Company's request and this matter
was closed and credited accordingly.

     In April 2000, the Board of Directors was advised of a possible gain from
a buy and sell of stock by one of the Company's Directors.  In June 2000,
after review by corporate S.E.C. counsel, said director reimbursed the Company
$39,524 through reduction of debt to said individual.

     In April 2000, the Company converted $125,000 of debt to one of the
Company's officers into Series B preferred stock.

RESULTS OF OPERATIONS

     The Company has had no revenues from operations.  The Company continues
to incur losses of approximately $200,000 per month to service the assigned
Kennedy Funding Note to Norlar, Inc. and other ongoing obligations such as
rent and utilities for the Company's corporate office.  The Company applied
credits against its accounts payable in excess of $2,000,000 during the
current fiscal year for architectural and development fees.  These amounts
reduced the construction in progress account accordingly.  See Item 12,
Certain Relationships and Related Transactions. The ability of the Company to
achieve revenues in the future will be dependent upon realization of its plans
to develop a gaming and hotel complex on the property.

ITEM 7.  FINANCIAL STATEMENTS

     See attached pages F1 - F22 for audited financials which fairly represent
the Company's status for the year ended June 30, 2000.

                                   -18-
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     On November 13, 2000, the Company filed a Form 8-K with The Securities
and Exchange Commission with regard to a change in auditing firms to be used
by the Company.  The new firm is Stefanou & Company, LLP of McLean, Virginia.

                                   -19-
<PAGE>

                                 PART 111

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
COMPANY; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following persons currently serve as officers and directors or the
Company:

Name                      Position

William H. Patrowicz      CEO, Secretary, Treasurer and Director
Roger D. Leclerc          President and Director

     The following is brief biographical information concerning the Company's
officers, directors and significant employees:

     William H. Patrowicz, age 52, has served as Secretary, Treasurer for the
Company since April 1995 and was formerly President of Holly Holdings, Inc.
from June 1992 to March 1998.  In March 2000, Mr. Patrowicz was appointed CEO
upon the resignation of Mr. Berman.  From 1982 to December 1991, Mr. Patrowicz
was employed by Gunnebo Fastening Corp., as Senior Vice President of
Operations.

     Roger D. Leclerc, age 50, has served as President of the Company since
December 1994.  Prior thereto Mr. Leclerc served as the Company's project
manager for its proposed facility since May 1994.  Prior to his involvement
with the Country World Casino project, Mr. Leclerc was the General Manager for
the Bull Durham Casino in Black Hawk.  Immediately prior thereto, he served as
a General Manager of the Miner's Pick Casino in Central City.  From March 1990
to June 1992, he was the General Manager of A&L Enterprises Inc. in Deadwood,
South Dakota, which operated Ms. Kitty's Wilderness Edge Casino and Days Inn
Hotel and Casino.

     Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership to the Securities and Exchange Commission.  Officers, directors and
greater than 10% stockholders are required by the regulations of the
Commission to furnish the Company with copies of all Section 16(a) reports
received by it, the Company believes that all filing requirements applicable
to its current officers and directors were complied with for the fiscal year
ended June 30, 2000.  The Company is unaware of the compliance of its 10%
shareholders and its former officers and directors.

     In March 2000, the Company's Chairman and CEO, Mr. Larry Berman resigned
his position citing a conflict of interest with regard to extensive loans made
to the Company, as well as personal issue.

                                   -20-
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth all cash compensation paid by the Company
to each Executive Officer whose total annual salary and bonus exceeded
$100,000, including all cash compensation paid the Company's Chief Executive
Officer.

Name and Principal      Fiscal     Salary                   Other Annual
Position                 Year        $         Bonus        Compensation

None

     The Company has no stock option, defined benefit or restricted stock
award plans.

     The Company estimates that Mr. Patrowicz spends substantially all of his
time in management activities relating to the Company. Mr. Patrowicz, although
holding an employment contract, has received no payment for current or
previously rendered services to date.  Consideration for remuneration will be
addressed after completion of the Company's financing activities.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the persons known to the Company to own
beneficially more than 5% of the outstanding share of common stock on June 30,
2000 and information as of June 30, 2000 with respect to the ownership of
common stock by each director of the Company and by all officers and directors
as a group.

Name of                    Shares Beneficially
Beneficial Owner           Owned                      Percent

* William H. Patrowicz      1,600,000                   2.6%

* Roger D. Leclerc                  0                     0%

 Western Equities, Inc.    16,000,000                  26.0%

* Larry S. Berman          17,280,000                  28.1%

  The TIP Living Trust      7,250,453                  11.8%

All Officers and Directors  1,600,000                   2.6%
as a Group (2 Persons)
___________

* Collectively, these individuals hold ownership to 1,100,000 shares of Series
B preferred stock which if converted to common stock would equate to
11,000,000 shares or 6.5% to the total outstanding stock.

                                   -21-
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The former sole holder of the Company's Series A Convertible Preferred
stock, New Allied, acquired its shareholdings in connection with a sale to the
Company in August 1993, of the Property upon which the Company proposes to
construct its casino and hotel complex.  New Allied also received cash and a
promissory note (secured by a deed of trust on the Property) in connection
with this transaction.  In October 1999, the Preferred A stock was converted
to common stock and said Series A preferred was retired accordingly.  In June
1994, the Company completed the acquisition of an additional 375,000 square
feet of vacant land located in close proximity to the land which is the site
for the proposed  casino and hotel complex.  The Company paid $200,000 to New
Allied, delivered a promissory note in the amount of $725,000 and issued 250,000
 shares of its common stock.  In April 1997, the Company elected and New
Allied has accepted a return of the property for the balance due on the note
as it is of no value to the Company within its current plans.  In July 1998,
such transaction was completed.

     In April 1997, the Company filed with the State of Nevada, under Section
78.1055, a Designation of Rights Privileges and Preferences for 5,000,000
shares of Class B preferred stock.  The terms of the class B preferred stock
rank it junior to all classes of the Company's stock now issued and on parity
with any class of capital stock hereafter created.  The Class B preferred
stock shall be voted with the common stock as a single class and shall not be
entitled to vote as a separate class nor shall the Class B preferred be
entitle to receive dividends of any kind.  Each share of Class B preferred
stock can be converted into common stock of the corporation one year after the
date of issuance at the rate for 10 for 1 and the holders are entitled to vote
the underlying shares as if converted.  As of June 30, 2000, there are
1,100,000 shares outstanding.

     In March 1996, the Company borrowed $5 million from Kennedy Funding,
Inc.  The Company issued a Promissory Note effective May 20, 1996 payable at
the rate of 15% per annum until May 19, 1997 (the "First Year Interest
Obligation") and at a rate of 24% per annum thereafter.  Payments of principal
and interest are payable as follows: (a) the First Year Interest Obligation
was prepaid at closing; (b) commencing on May 19, 1997 and for each month
thereafter, the Company is to make interest only payments, in advance, in the
amount of 2% of the then existing principal balance due under the Note; and
(c) the entire outstanding principal balance, together with all accrued and
unpaid interest, if not previously paid, shall be finally due and payable on
May 19, 1999. Such loan was not paid and was extended by its new assignee
Norlar, Inc., pending completion of the newest financing effort.  The holder
of the Note may accelerate the due date for the entire balance of principal,
interest and other sums due upon maturity in the event of default under the
Note.  The annual rate of interest is 36% for the life of the loan.  The Note
is secured by a first deed of trust on the Property.  Norlar, Inc. is a
corporation beneficially owned by the Company's former Chairman and CEO, Mr.
Larry Berman and his wife.

     In May 1997, the Company issued a promissory note and second deed of
trust on the property to Norlar, Inc. for a maximum of $600,000 (First Norlar
Note), or so much thereof as may have been advanced by maker, for payments due
on the Kennedy loan and for general corporate purposes.  As of June 2000, the
Company owed $600,000 on the First Norlar Note.  In October 1997, the Company

                                   -22-
<PAGE>

issued a second promissory note (Second Norlar Note) and a fourth deed of
trust on the property to Norlar, Inc., again for a maximum of $600,000.  As of
June 2000, the Company owed $600,000 on the Second Norlar Note.  In April
1998, the Company issued a third promissory note (Third Norlar Note) and fifth
deed of trust on the property to Norlar, Inc. again for a maximum of
$600,000.  As of June 2000, the Company owed $600,000 on the Third Norlar
Note.  In August 1998, the Company issued a fourth promissory note (Fourth
Norlar Note) and sixth deed of trust on the property to Norlar, Inc. again for
$600,000.  As of June 2000, the Company owed $600,000 on the Fourth Norlar
note.  In January 1999, the Company issued a Fifth Promissory Note (Fifth
Norlar Note) and seventh deed of trust on the property to Norlar, Inc., again
for $600,000.  As of June 2000, the Company owed $600,000 on the Fifth Norlar
Note.  In July 1999, the Company issued a sixth promissory note (Sixth Norlar
Note) and eighth deed of trust on the property to Norlar, Inc. for
$1,000,000.  As of June 2000, the Company owed $1,000,000 on the Sixth Norlar
Note.  No further deeds of trust will be issued at this time and the total
amount due as of June 30, 2000 is $5,598,358.  In addition, for each $100,000
Norlar, Inc. has loaned to the Company, it has authorized the issuance of
500,000 warrants to purchase shares of common stock at $0.20 per share.
Norlar, Inc. is a closely held corporation beneficially owned by the Company's
former Chairman and CEO, Larry Berman and his wife.  The loans bear interest
at 12% per annum and is to be repaid upon the earlier of the sale of the
property, refinance of the property or the financing of the project.

     In September and October of 1997, PCL Construction Services, Inc.
advanced the Company $998,000 to begin the development and design process in
advance of funding.  As of June 2000, the Company owes PCL Construction
approximately $1,400,000, including interest.

     In July 1998, the Company settled an ongoing dispute with New Allied
Development Corporation with regard to a piece of property outside the gaming
district in Black Hawk, Colorado.  Title to such property was returned to New
Allied, therefore reducing the Company's debt by $750,000, plus applicable
taxes due.

     In October 1998, the Company converted $250,000 of debt to the Company's
officers into Series B Preferred stock.  In October 1999, half of the October
1998 issuance was converted into common stock in accordance with its terms.

     In September 1999, the Company requested credit against outstanding
invoices from its architectural and engineering firm in the approximate amount
of $447,003 for prepayments made, interest charges assessed and engineering
charges yet to be documented.  Negotiations on the disputed amounts will occur
directly following the first funding by Dartmouth.

     In October 1999, the Company signed a settlement agreement and mutual
release finalizing the balance of all ongoing disputes with New Allied
Development Corporation and Tommy Knocker Casinos Corporation.  Under the
terms of the agreement, New Allied and Tommy Knocker converted 2,250,000
shares of Preferred A stock into 2,250,000 shares of common stock and agreed
to dismiss all pending appeals in exchange for the company dismissing all
pending litigation and appeals.

                                   -23-
<PAGE>

     In December 1999, in accordance with a development contract with the
Company, Western Equities accumulated progressive payments totaling
$1,975,003.00 from July 1997 to March 1998 which was contingent upon project
financing.  The Company requested that Western Equities acknowledge
cancellation of this outstanding liability as the contingency clause for
funding had not been fulfilled, was not expected to be, and the required work
was never performed and therefore the services would not be required in the
future.  Western Equities agreed with the Company's request and this matter
was closed and credited accordingly.

     In April 2000, the Board of Directors was advised of a possible gain from
a buy and sell of stock by one of the Company's Directors.  In June 2000,
after review by corporate S.E.C. counsel, said director reimbursed the Company
$39,524 through reduction of debt to said individual.

     In April 2000, the Company converted $125,000 of debt to one of the
Company's officers into Series B preferred stock.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

1.Form 8-K, as filed with the Securities and Exchange Commission on March 6,
2000 with regard to the resignation of the Company's Chairman and Chief
Executive Officer, Mr. Larry Berman.

2.Form 8-K, as filed with the Securities and Exchange Commission on November
13, 2000 with regard to change in auditing firms to be used by the Company.
The Company's auditors are now Stefanou & Company, LLP of McLean,
Virginia.

                                   -24-
<PAGE>

SIGNATURES

     In accordance with the requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                     COUNTRY WORLD CASINOS, INC.


Dated: January 10, 2001              By: /s/ Roger D. Leclerc
                                     Roger D. Leclerc, President

     In accordance with the Securities Exchange Act of 1934, as amended, this
Report has been signed below by the following persons on behalf of the
Registrant and int he capacities and on the dates indicated.


Dated: January 10, 2001              /s/ Roger D. Leclerc
                                     Roger D. Leclerc, President and Director

Dated: January 10, 2001              /s/ William H. Patrowicz
                                     William H. Patrowicz, CEO, Secretary,
                                     Treasurer and Director

                                   -25-
<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549



                    FINANCIAL STATEMENTS AND SCHEDULES

                          JUNE 30, 2000 AND 1999



                      FORMING A PART OF ANNUAL REPORT
              PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


                        COUNTRY WORLD CASINOS, INC

<PAGE>

                        COUNTRY WORLD CASINOS, INC.

                      Index to Financial Statements

                                                               Page No
Report of Independent Certified Public Accountants               F-3
Balance Sheet at June 30, 2000 and 1999                          F-4
Statements of Losses for the two years ended June 30, 2000
 and 1999, and for the period November 9, 1982 (date of
 inception) to June 30, 2000                                     F-5
Statements of Stockholders' Equity for the  period November
 9, 1982 (date of inception) to June 30, 2000                F-6 to F-7
Statements of Cash Flows for the two years ended June 30,
 2000 and 1999, and for the  period November 9, 1982 (date
 of inception) to June 30, 2000                                  F-8
Notes to Financial Statements                                F-9 to F-22

<PAGE>
                          STEFANOU & COMPANY, LLP
                       Certified Public Accountants

                             1360 Beverly Road
                                 Suite 305
                          McLean, VA  22101-3621
                               703-448-9200
                            703-448-3515 (fax)
                                                           Philadelphia, PA

            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Country World Casinos, Inc
Bala Cynwyd, PA

      We  have  audited  the accompanying balance sheet  of  Country  World
Casinos,  Inc. (a development stage Company) as of June 30, 2000  and  1999
and  the related statements of losses, stockholders' equity, and cash flows
for the years then ended. These financial statements are the responsibility
of  the  company's management.  Our responsibility is to express an opinion
on these financial statements based upon our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material misstatements.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall  financial  statement presentation.   We  believe  our  audits
provide a reasonable basis for our opinion.

      In  our  opinion, the financial statements referred to above  present
fairly,  in all material respects, the financial position of Country  World
Casinos,  Inc.  as  of  June 30, 2000 and 1999,  and  the  results  of  its
operations  and its cash flows for the two years ended, in conformity  with
generally  accepted accounting principles.  We express no  opinion  on  the
cumulative period from inception through June 30, 2000.

     The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note J to the
financial  statements,  the  Company has  suffered  recurring  losses  from
inception and has a deficit in working capital of $ 14,157,799, which raise
substantial  doubt  about  its  ability to continue  as  a  going  concern.
Management's plans regarding those matters also are described  in  Note  J.
The  financial statements do not include any adjustments that might  result
from the outcome of this uncertainty.



                                   /s/ STEFANOU & COMPANY, LLP
                                         Stefanou & Company, LLP

McLean, Virginia
December 15, 2000

                                      F-3
<PAGE>

                        COUNTRY WORLD CASINOS, INC.
                      (A developmental stage company)
                               BALANCE SHEET
                          June 30, 2000 and 1999


                                             2000        1999
                       ASSETS
              CURRENT ASSETS:
              Cash                               -           -
              Prepaid Interest              91,935      91,935
                 Total current assets       91,935      91,935

              Property, Plant &
              Equipment, Net (Note B)   18,220,670   18,299,38

              OTHER ASSETS
              Deposits                      35,000      35,000

                                       $18,347,605 $18,426,316

                    LIABILITIES
            CURRENT LIABILITIES
            Accounts payable and
             accrued  liabilities      $ 2,551,057 $ 4,092,644
            Due to officers (Note H)       958,594     677,000
            Other liabilities               42,946      34,870
            Note payable (Note C)          998,000     998,000
            Notes payable- related
            parties (Note D)             9,699,137   7,853,392
               Total current
                liabilities             14,249,734  13,655,906

            COMMITMENTS & CONTINGENCIES (NOTE G)

                STOCKHOLDER'S EQUITY (NOTE F)
              Series A Preferred
              Stock, par value $.001
              per share, 25,000,000
              shares authorized, none
              outstanding at June 30,
              2000; 2,250,000 shares
              outstanding at June 30,
              1999                               -       2,250

              Class B Preferred
              Stock, par value $.25
              per share, 5,000,000
              shares authorized,
              1,100,000 shares
              outstanding at June 30,
              2000 and  June 30, 1999      275,000     275,000

              Common Stock, par value
              $.001 per share,
              75,000,000 shares
              authorized 61,581,687
              shares outstanding at
              June 30, 2000 and
              54,331,687 at June 30,
              1999                          61,582      54,332

              Additional Paid In
              Capital                   11,296,311  11,176,311

              Deficiency accumulated
              during development
              stage                     (7,535,022) (6,737,483)

                Total stockholder's
                 equity                  4,097,871   4,770,410

                                       $18,347,605 $18,426,316

              See accompanying notes to financial statements

                                    F-4
<PAGE>

                       COUNTRY WORLD CASINOS, INC.
                     (A developmental stage company)
                           STATEMENTS OF LOSSES


                                                               For the
                                        Year        Year     period from
                                        Ended       Ended     November 9,
                                        June        June    1982 (Date of
                                         30,         30,      Inception)
                                        2000        1999     through June
                                                               30, 2000
     Costs and Expenses:
          Research & Development        $   -        $   -      $122,000
          General and Administrative  711,726    1,101,442     7,070,307
          Depreciation                      -            -        50,419
          Interest Expense             85,812       35,386       324,427
            Total costs and expenses  797,538    1,136,828     7,567,153

             Operating loss          (797,538)  (1,136,828)   (7,567,153)


     Other Expenses and Income
         Interest Income                    -            -       109,490
         Other Income                       -            -           735
         Rental Income                      -            -        45,126
         Loss on Non-Marketable
          Securities                        -            -       (85,000)
         Loss on Disposal of property,
          improvements &  equipment         -      (15,533)      (15,533)
         Write Off of Loan Receivable       -            -       (90,000)
         Forfeited Deposit                  -            -      (100,000)
            Net other income (expenses)     -      (15,533)     (135,182)


    Loss from continuing operations
     before extraordinary item and
     income taxes                    (797,538)  (1,152,361)   (7,702,335)

     Provision form income taxes
      (benefit)                             -            -             -
     Loss from continuing operations
      before extraordinary item      (797,538)  (1,152,361)   (7,702,335)
        Extraordinary Item:
        Extraordinary Gain on
         Forgiveness of Debt,
         Primarily Related Party            -            -       167,152

     Net Loss                       $(797,538) $(1,152,361)  $(7,535,183)


     Loss per common share (basic
      and assuming dilution)          $ (0.01)     $ (0.02)      $ (0.80)

     Weighted average common shares
      outstanding                  59,329,632   54,331,687     9,476,509

              See accompanying notes to financial statements

                                    F-5
<PAGE>
<TABLE>
                           COUNTRY WORLD CASINOS, INC.
                         (A developmental stage company)
                         STATEMENTS STOCKHOLDERS' EQUITY


                                Preferred Stock                    Common Stock                Additional     Deficit        Total
                          Series A          Class B                              Subscribed      Paid In       During  Stockholder's
                      Shares   Amount    Shares   Amount       Shares  Amount   Shares Amount    Capital    Development    Equity
                                                                                                               Stage
<S>                     <C>      <C>       <C>      <C>           <C>     <C>      <C>    <C>        <C>          <C>         <C>

November 9, 1982           -       -        -          -            -       -        -      -          -            -           -
 (Date of Inception)

Issuance of shares         -       -        -          -        2,971      15        -      -      1,510            -       1,525
 for Cash

Issuance of Common         -       -        -          -        1,474       8        -      -    644,992            -     645,001
 Stock pursuant to
 private placement, net

Deferred offering costs    -       -        -          -            -       -        -      -   (115,690)           -    (115,690)

Cancellation of common     -       -        -          -         (800)     (4)       -      -          4            -           -
 stock

Issuance of shares in      -       -        -          -       85,714     429        -      -     14,571            -      15,000
 exchange for services

Issuance of shares for     -       -        -          -    1,339,212   6,696        -      -     13,304            -      20,000
 cash


Capital contribution       -       -        -          -            -       -        -      -      2,850            -       2,850

Net loss of the period     -       -        -          -            -       -        -      -          -     (221,169)   (221,169)
 ended June 30, 1992


Balance at June 30, 1992   -       -        -          -    1,428,571   7,144        -      -    561,541     (221,169)    347,517

Issuance of shares in      -       -        -          -      714,287   3,571        -      -      8,929            -      12,500
 exchange for services

Net loss of the year       -       -        -          -            -       -        -      -          -    (373,401)   (373,401)
 ended June 30, 1993

Balance at June 30, 1993   -       -        -          -    2,142,858  10,715        -      -    570,470    (594,570)    (13,384)

Adjustment for change      -       -        -          -            -  (8,572)       -      -      8,572           -           -
 in par value from
 $.005 to $.001

Issuance of stock for      -       -        -          -    1,500,000   1,500        -      -  1,498,500           -   1,500,000
 cash

Issuance of         2,250,000  2,250        -          -            -       -        -      -  2,247,750           -   2,250,000
 Convertible
 Preferred Stock
 in exchange for
 Land

Issuance of Common         -       -        -          -      600,000     600        -      -    599,400           -     600,000
  Stock for cash

Issuance of Common         -       -        -          -      250,000     250        -      -    249,750           -     250,000
 Stock for Cash and
 Services Pursuant
 to Exercise of
 Options

Acquisition and            -       -        -          -     (125,000)   (125)       -      -   (124,875)          -    (125,000)
 cancellation of
 Treasury Stock

Issuance of Stock          -       -        -          -      140,000     140        -      -    349,860           -     350,000
 for Cash

Issuance of Stock          -       -        -          -       60,662      60        -      -    149,941           -     150,000
 for Cash

Issuance of Common         -       -        -          -      250,000     250        -      -    249,750           -     250,000
 Stock in exchange
 for Land

Issuance of Common         -       -        -          -       95,000      95        -      -    237,405           -     237,500
 Stock for Cash and
 Services Pursuant to
 Exercise of Options

Issuance of Common         -       -        -          -      200,000     200        -      -    499,800           -     500,000
 Stock in exchange
 for services

Issuance of Common         -       -        -          -            -       -  262,667    263    787,737           -     788,000
 Stock Pursuant to
 Private Placement

Net Loss of the            -       -        -          -            -       -        -      -          -  (1,490,785) (1,490,785)
 Period Ending
 June 30, 1994

Balance at         2,250,000   2,250        -          -    5,113,520   5,113  262,667    263  7,324,060  (2,085,355)  5,246,331
 June 30, 1994

Issuance of common         -       -        -          -      460,000     460        -      -  1,229,040           -   1,229,500
 stock pursuant to
 Private Placement
 offering

Issuance of common         -       -        -          -      262,667     263 (262,667)  (263)         -           -           0
 stock subscribed

Issuance of Stock to       -       -        -          -    5,000,000   5,000        -      -  1,009,451           -   1,014,451
 Parent in exchange
 for debt

Net Loss for year          -       -        -          -            -       -        -      -          -    (757,659)   (757,659)
 ended June 30, 1995

Balance at         2,250,000   2,250        -          -   10,836,187  10,836        -      -  9,562,550  (2,843,014)  6,732,623
June 30, 1995

Net loss for year          -       -        -          -            -       -        -      -          -    (416,440)   (416,440)
 ended June 30, 1996


Balance at         2,250,000   2,250        -          -   10,836,187  10,836        -      -  9,562,551  (3,259,454)  6,316,183
 June 30, 1996

See accompanying notes to financial statements
                                       F-6

</TABLE>
<PAGE>
<TABLE>


                           COUNTRY WORLD CASINOS, INC.
                         (A developmental stage company)
                        STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (continued)

                                Preferred Stock                    Common Stock                Additional     Deficit        Total
                          Series A          Class B                              Subscribed      Paid In       During  Stockholder's
                      Shares   Amount    Shares   Amount       Shares  Amount   Shares Amount    Capital    Development    Equity
                                                                                                               Stage
<S>                     <C>      <C>       <C>      <C>           <C>     <C>      <C>    <C>        <C>          <C>         <C>



Issuance of Preferred      -   $   - 4,000,000 $1,000,000           -  $    -        -  $   -    $     -    $      -  $1,000,000
 Stock - Class B in
 exchange for debt
 to Parent

Common Stock Issued        -       -        -          -    1,250,000   1,250        -      -    248,750           -     250,000
 in Exchange for
 Parent Debt

Warrant to purchase        -       -        -          -            -       -        -      -     60,000           -      60,000
 common stock issued
 in exchange for services

Net loss for the year      -       -        -          -            -       -        -      -          -  (1,080,391) (1,080,391)
 ended June 30, 1997

Balance at         2,250,000   2,250 4,000,000 1,000,000   12,086,187  12,086        -      -  9,871,301  (4,339,845)  6,545,792
 June 30, 1997

Issuance of Common         -       -        -          -    1,000,000   1,000        -      -    199,000           -     200,000
 Stock in exchange
 for services

Issuance of Common         -       -        -          -      395,500     396        -      -     73,761           -      74,157
 Stock in exchange
 for debt and services

Issuance of Common         -       -        -          -      850,000     850        -      -     72,250           -      73,100
 Stock for in exchange
 for debt and services

Issuance of Stock          -       -  100,000     25,000            -       -        -      -          -           -      25,000
 in exchange for services

Conversion of Preferred    -       -(4,000,000)(1,000,000) 40,000,000  40,000        -      -    960,000           -           -
 Stock to Common Stock

Net Loss of Period         -       -        -          -            -       -        -      -          -  (1,245,439) (1,245,439)
 Ended June 30, 1998

Balance at         2,250,000  $2,250  100,000    $25,000   54,331,687 $54,332        -   $  - $11,176,312 $(5,585,284) $5,672,610
 June 30, 1998

Preferred Stock            -       - 1,000,000   250,000            -       -        -      -          -           -     250,000
 issued in
 Exchange for Debt

Miscellaneous adjustment   -       -         -         -            -       -        -      -          -         163         163

Net Loss of Period         -       -         -         -            -       -        -      -          -  (1,152,361) (1,152,361)
 Ended June 30, 1999

Balance at
 June 30, 1999     2,250,000  $2,250 1,100,000  $275,000   54,331,687 $54,332        -    $ - $11,176,311 $(6,737.482) $4,770,410

Conversion of
 preferred to
 common stock
 (Note F)         (2,250,000) (2,250)        -         -    2,250,000   2,250        -      -          -           -           -

Conversion of
preferred stock to
common stock               -       -  (500,000) (125,000)   5,000,000   5,000        -      -    120,000           -           -

Preferred Stock
 Issued in
 Exchange for debt
 and services              -       -   500,000   125,000            -       -        -      -          -           -     125,000

Net Loss for
 Period ended
 June 30, 2000             -       -         -         -            -       -        -      -          -    (797,538)   (797,538)

Balance at
 June 30, 2000             -     $ - 1,100,000  $275,000   61,581,687 $61,582        -    $ - 11,296,311 $(7,535,020) $4,097,872

                 See accompanying notes to financial statements
                                       F-7
</TABLE>
<PAGE>
                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                  STATEMENTS OF CASH FLOWS


                                         Year        Year      For the period
                                         Ended       Ended    from November 9,
                                        June 30,    June 30,    1982 (Date of
                                         2000        1999         Inception)
                                                               through June 30,
                                                                     2000
Cash flows from operating activities:
     Net income from operating
      activities                      $(797,539)  $(1,152,361)   $(7,702,336)
     Adjustments to reconcile net
      income to net cash:
         Depreciation                         -             -         59,867
         Common stock issued in
          exchange for interest               -             -         14,451
         Common stock issued in
          exchange for services               -             -      1,184,757
         Preferred stock issued in
          exchange for services         125,000       250,000        400,000
         Loss on Nonmarketable
          Securities                          -             -        (85,000)
         Write off of loan
          receivable                          -             -        (90,000)
         Extraordinary Item,
          primarily related party             -             -        167,152
        Allocation of management
         fees - related party                 -             -        408,000
          Change in:
             Prepaid expenses
              and other assets                -       (30,645)      (779,435)
             Accounts payable
              and accrued expenses,
              net                    (1,251,917)      868,341      2,918,936

      Discontinued Operations:
              Net (Loss)                      -             -       (389,286)
              Adjustments to Reconcile
               Net (Loss) to Net Cash
                 (Used For) Operating
                 Activities
                 Gain on Disposal of
                  Assets                      -             -        389,286
      Net cash from operating
       activities                    (1,924,456)      (64,665)    (3,503,608)

Cash flows used in investing activities:
     (Acquisition) disposal of
      property, plant and
      equipment, net                     78,711      (850,500)   (10,603,890)

     Investment in patent                     -             -        (62,000)
     Deposits and other                       -           630        (35,000)
     Net cash used in investing
      activities                         78,711      (849,870)   (10,700,890)

Cash flows (used in)/provided by
 financing activities:
     Payment of capital lease
      obligation                              -             -         (4,233)
     Proceeds from long-term
      borrowings, net                 1,845,745       914,355      8,985,046
     Proceeds from stock and              -
      warrant issuance                    -                 -      5,220,835
     Capital contribution                 -                 -          2,850
     Net cash provided by
      financing activities        1,845,745           914,355     14,204,498
Net increase in cash and cash
 equivalents                              -              (180)             -
Cash and cash equivalents at
 beginning of period                      -               180              -
Cash and cash equivalents at end
 of period                              $ -               $ -            $ -
Supplemental Disclosure of Cash Flow:
Cash paid during the period for
 interest                                 -                 -          5,761
Cash paid during the period for
 taxes                                    -                 -              -
Common stock issued for property          -                 -        250,000
Preferred stock issued for
 property                                 -                 -      2,250,000
Common shares issued for services
 and debt                                 -                 -      1,184,757
Preferred shares issued for
 services and debt                  125,000           250,000        400,000
Non cash acquisition of property,
 improvements, and equipment         78,711           850,500      4,801,001
Non cash proceeds from notes
 payable                          1,845,745           914,355      3,420,126

       See accompanying notes to financial statements
                             F-8
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES

A  summary of the significant accounting policies applied  in
the  preparation  of  the accompanying  financial  statements
follows.

Business and Basis of Presentation

Country  World  Casinos,  Inc., (the  "Company"  or  "Country
World")  is  incorporated under the  laws  of  the  state  of
Nevada.  The Company is engage in the development of  a  full
service  hotel and casino in Blackhawk, Colorado. As of  June
30,  2000, the Company has not commenced construction of  the
planned  casino,  nor has it realized any revenues  from  its
planned operations. Accordingly, the Company is considered to
be in the development stage.

The   Company  was  a  majority  owned  subsidiary  of  Holly
Holdings, Inc. ("Parent") until May 1997.

Certain  prior  year  amounts  have  been  reclassified   for
comparative purposes.

Revenue Recognition

Casino  revenues  will consist of the  net  win  from  gaming
activities, which is the difference between gaming  wins  and
losses.  Revenues  exclude the retail value of  complimentary
food,  beverages and hotel services furnished  to  customers.
All revenues will be recognized as occurred.

Advertising

The  Company  follows  the policy of charging  the  costs  of
advertising to expenses incurred. The Company did  not  incur
any  advertising costs during the years ended June  30,  2000
and 1999.

Income Taxes

Income  taxes are provided based on the liability method  for
financial   reporting   purposes  in  accordance   with   the
provisions  of  Statements of Financial  Standards  No.  109,
"Accounting  for  Income Taxes".  Under this method  deferred
tax  assets and liabilities are recognized for the future tax
consequences   attributable  to   differences   between   the
financial  statement carrying amounts of existing assets  and
liabilities are measured using enacted tax rates expected  to
apply to taxable income in the years in which those temporary
differences  are  expected to be  removed  or  settled.   The
effect on deferred tax assets and liabilities of a change  in
tax  rates  is recognized in the statements of operations  in
the period that includes the enactment date.

                             F-9


                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 AND 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

Cash Equivalents

For  purposes  of the Statements of Cash Flows,  the  Company
considers all highly liquid debt instruments purchased with a
maturity date of three months or less to be cash equivalents.

Property and Equipment

For  financial statement purposes, property and equipment are
depreciated  using  the  straight-line  method   over   their
estimated  useful  lives of the related assets  ranging  from
three  to  seven years. An accelerated method of depreciation
is used for tax purposes.

The  Company incurred no depreciation expense for  the  years
ended June 30, 2000 and 1999.

Costs   incurred   in   connection  with   the   acquisition,
development  and  preparation  of  the  Company's  land   are
capitalized  and  stated at cost. In  addition,  interest  on
borrowings incurred during the preparation period related  to
acquisition and development of the land are capitalized.

The  Company  reviews the carrying value of the property  for
impairment  whenever events and circumstances  indicate  that
the  carrying value of the asset may not be recoverable  from
the  estimated future cash flows expected to result from  its
use  and eventual disposition. In the case where undiscounted
expected future cash flows are less than the carrying  value,
an  impairment loss is recognized equal to an amount by which
the carrying value exceeds the fair value of assets.


Long-Lived Assets

The  Company  has  adopted Statement of Financial  Accounting
Standards  No.  121 (SFAS 121).  The Statement requires  that
long-lived  assets and certain identifiable intangibles  held
and  used  by the Company be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.  SFAS No. 121 also
requires assets to be disposed of be reported at the lower of
the carrying amount or the fair value less costs to sell.

                            F-10
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO   FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

Use of Estimates

The  preparation  of financial statements in conformity  with
generally  accepted accounting principles requires management
to   make  estimates  and  assumptions  that  affect  certain
reported amounts and disclosures.  Accordingly actual results
could differ from those estimates.

Concentrations of Credit Risk

Financial  instruments  and related items  which  potentially
subject  the Company to concentrations of credit risk consist
primarily  of  cash, cash equivalents and trade  receivables.
The  Company  places its cash and temporary cash  investments
with  high  credit  quality  institutions.   At  times,  such
investments may be in excess of the FDIC insurance limit.

Stock Based Compensation

The  Company  accounts for stock transactions  in  accordance
with  APB  Opinion  25,  "Accounting  for  Stock  Issued   to
Employees."   In  accordance  with  statement  of   Financial
Accounting  Standards No. 123, "Accounting  for  Stock  Based
Compensation,"   the   Company  has  adopted   the   proforma
disclosure requirements.

Liquidity

As  shown  in  the  accompanying  financial  statements,  the
Company  incurred a net loss of  $ 797,538  during  the  year
ended  June  30, 2000 and $ 1,152,361 during the  year  ended
June  30,  1999.  The Company's current liabilities  exceeded
its  current  assets by   $ 14,157,799 as of June  30,  2000.
Substantially all the Company's assets are illiquid.

Comprehensive Income

The  Company does not have any items of comprehensive  income
in any of the periods presented.

                            F-11
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO   FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

Segment Information

The   Company  adopted  Statement  of  Financial   Accounting
Standards   No.  131,  Disclosures  about  Segments   of   an
Enterprise and Related Information (SFAS 131) in  the  year
ended   June  30,  1998.   SFAS  establishes  standards   for
reporting information regarding operating segments in  annual
financial  statements and requires selected  information  for
those  segments to be presented in interim financial  reports
issued  to stockholders.  SFAS 131 also establishes standards
for  related  disclosures  about products  and  services  and
geographic  areas.  Operating  segments  are  identified   as
components  of  an  enterprise about which separate  discrete
financial  information  is available for  evaluation  by  the
chief operating decision maker, or decision making group,  in
making   decisions  how  to  allocate  resources  and  assess
performance.   The  information disclosed herein,  materially
represents  all of the financial information related  to  the
Company's principal operating segment.

Net Loss Per Share

The  Company  has  adopted Statement of Financial  Accounting
Standard  No.  128,  "Earnings  Per  Share,"  specifying  the
computation,  presentation  and  disclosure  requirements  of
earnings per share information.  Basic earnings per share has
been  calculated  based upon the weighted average  number  of
common  shares outstanding.  Stock options and warrants  have
been  excluded  as common stock equivalents  in  the  diluted
earnings  per share because they are either antidilutive,  or
their effect is not material.  There is no effect on earnings
per  share  information  for the year  ended  June  30,  1998
relating to the adoption of this standard.

New Accounting Pronouncements

The   Company  adopted  Statement  of  Financial   Accounting
Standards  No. 132, Employers' Disclosures about Pension  and
Other  -Post  Employment Benefits (SFAS 132)  in  the  year
ended  June  30,  1998.  SFAS No. 132 establishes  disclosure
requirements   regarding   pension   and   post    employment
obligations. SFAS No. 132 does not effect the Company  as  of
June 30, 2000.

In  March  1998, Statement of Position No. 98-1  was  issued,
which specifies the appropriate accounting for costs incurred
to  develop or obtain computer software for internal use. The
new pronouncement provides guidance on which costs should  be
capitalized,  and  over  what period  such  costs  should  be
amortized and what disclosures should be made regarding  such
costs.  This  pronouncement  is effective  for  fiscal  years
beginning after December 15, 1998, but earlier application is
acceptable.   Previously  capitalized  costs  will   not   be
adjusted.   The  Company  believes  that  it  is  already  in
substantial  compliance with the accounting  requirements  as
set  forth in this new pronouncement, and therefore  believes
that  adoption will not have a material effect  on  financial
condition or operating results.

                            F-12
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO   FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

In  April  1998,  Statement of Position No. 98-5  was  issued
which  requires  that  company's expense  defined  previously
capitalized start-up costs including organization  costs  and
expense  future start-up costs as incurred. Adoption of  this
statement  does not have an effect on financial condition  or
operating results.

The Company adopted Statement of Financial Standards No. 133,
Accounting   for  Derivative  Instruments  and  for   Hedging
Activities (SFAS No. 133) in the year ended June 30,  1998.
SFAS No. 133 requires that certain derivative instruments  be
recognized in balance sheets at fair value and for changes in
fair   value  to  be  recognized  in  operations.  Additional
guidance  is also provided to determine when hedge accounting
treatment is appropriate whereby hedging gains and losses are
offset  by  losses and gains related directly to  the  hedged
item.  SFAS  No.  133's impact on the Company's  consolidated
financial  statements is not expected to be material  as  the
Company  has  not  historically  used  derivative  and  hedge
instruments.

In  December  1999,  the Securities and  Exchange  Commission
issued  Staff Accounting Bulletin No. 101     ( SAB  101),
Revenue  Recognition  in  Financial  Statements,  which  will
become  effective  December 31, 2000.  The Company  does  not
expect  the  standard  to  have  a  material  effect  on  its
financial position or results of operations.

In  March  2000,  the  Financial Accounting  Standards  Board
issued  FIN  No.  44,  Accounting  for  Certain  Transactions
Involving Stock Compensation, an interpretation of Accounting
Principles Board No. 25 for (a) the definition of an employee
for  purposes  of applying APB No. 25, (b) the  criteria  for
determining  whether  a plan qualifies as  a  noncompensatory
plan,    (c)   the   accounting   consequences   of   various
modifications to the terms of a previously fixed stock option
or  award,  and (d) the accounting for an exchange  of  stock
compensation  awards in a business combination.  FIN  44  was
effective  July  1,  2000,  but  certain  conclusions   cover
specific events that occur after either December 15, 1998, or
January  12, 2000. Management does not anticipate  that  this
interpretation will have a material impact on  the  Company's
consolidated financial statements.

In  September 2000, The Financial Accounting Standards  Board
issued  SFAS No. 140, Accounting for Transfers and  Servicing
of  Financial  Assets and Extinguishments of  Liabilities,  a
replacement  of SFAS Statement No. 125. SFAS No. 140  revises
the  standards for accounting for securitizations  and  other
transfers  of  financial  assets and collateral  and  require
certain  disclosures, but carries over most of the provisions
of  SFAS  No. 125 without reconsideration. SFAS  No.  140  is
effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001
and  is  effective  for recognition and  reclassification  of
collateral  and  for disclosures relating  to  securitization
transactions and collateral for the fiscal years ending after
December  15, 2000. Management does not anticipate that  this
interpretation will have a material impact on  the  Company's
consolidated financial statements.

                            F-13
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE B- PROPERTY AND EQUIPMENT, NET

Property and equipment at June 30 were as follows:

                                    2000         1999
  Land and improvements         $18,220,670  $18,299,381



Interest capitalized during the years ended June 30, 2000 and
1999 amounted to $ 2,302,230 and $ 1,549,666, respectively.

In  July 1998, the Company executed and delivered a deed  for
the  real property in lieu for foreclosure to the holders  of
the $ 725,000 mortgage note.

NOTE C -NOTES PAYABLE


Notes payable at June 30, 2000 and 1999 are as follows:

                                         2000         1999
Mortgage note payable in monthly
installments of interest only at
the bank prime rate + 3%;
payable on demand and secured by
a third deed of trust on real
property and improvements. The
Company is in default under the
terms of the mortgage note.          $  998,000   $  998,000
                                     -----------  -----------
                                     $  998,000   $  998,000

                            F-14
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE D-NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties at June 30, 2000 and 1999
are as follows:
                                                     2000     1999
Mortgage   note  payable  to   an   entity
controlled by a significant stockholder of
the    Company,   payable    in    monthly
installments of interest only at  24%  per
annum; payable on demand and secured by  a
first  deed of trust on real property  and
improvements.  The Company is  in  default
under the terms of the mortgage note  (see
Note F).                                          5,000,000  5,000,000

Mortgage   note  payable  to   an   entity
controlled by a significant stockholder of
the    Company,   payable    in    monthly
installments of interest only at 12 %  per
annum;  payable on demand due and  secured
by a second deed of trust on real property
and   improvements.  The  Company  is   in
default  under the terms of  the  mortgage
note (see Note F).                                  600,000    600,000

Mortgage   note  payable  to   an   entity
controlled by a significant stockholder of
the    Company,   payable    in    monthly
installments of interest only at 12 %  per
annum;  payable on demand due and  secured
by a fourth deed of trust on real property
and   improvements.  The  Company  is   in
default  under the terms of  the  mortgage
note  (see Note F).                                 600,000    600,000

Mortgage   note  payable  to   an   entity
controlled by a significant stockholder of
the    Company,   payable    in    monthly
installments of interest only at 12 %  per
annum;  payable on demand due and  secured
by  a fifth deed of trust on real property
and   improvements.  The  Company  is   in
default  under the terms of  the  mortgage
note  (see Note F).                                 600,000    600,000


Mortgage   note  payable  to   an   entity
controlled by a significant stockholder of
the    Company,   payable    in    monthly
installments of interest only at 12 %  per
annum;  payable on demand due and  secured
by  a sixth deed of trust on real property
and   improvements.  The  Company  is   in
default  under the terms of  the  mortgage
note  (see Note F).                                 600,000    600,000


Mortgage   note  payable  to   an   entity
controlled by a significant stockholder of
the    Company,   payable    in    monthly
installments of interest only at 12 %  per
annum;  payable on demand due and  secured
by   a  seventh  deed  of  trust  on  real
property and improvements. The Company  is
in default under the terms of the mortgage
note  (see Note F).                                 600,000    453,392


Mortgage   note  payable  to   an   entity
controlled by a significant stockholder of
the    Company,   payable    in    monthly
installments of interest only at 12 %  per
annum;  payable on demand due and  secured
by a eighth deed of trust on real property
and   improvements.  The  Company  is   in
default  under the terms of  the  mortgage
note  (see Note F).                               1,699,137          -
                                                 ----------- ----------
                                                 $9,699,137  $7,853,392

                            F-15
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE E-INCOME TAXES

Financial   Accounting   Standard  No.   109   requires   the
recognition  of deferred tax liabilities and assets  for  the
expected  future tax consequences of events  that  have  been
included  in  the financial statement or tax returns.   Under
this   method,  deferred  tax  liabilities  and  assets   are
determined   based   on  the  difference  between   financial
statements  and  tax  bases of assets and  liabilities  using
enacted  tax  rates  in  effect for the  year  in  which  the
differences  are expected to reverse.  Temporary  differences
between  taxable  income  reported  for  financial  reporting
purposes and income tax purposes are insignificant.

At  June  30,  2000,  the Company has available  for  federal
income  tax purposes a net operating loss carryforward  of  $
7,500,000 expiring through the year 2020, that may be used to
offset  future  taxable income.  The Company has  provided  a
valuation  reserve  against  the  full  amount  of  the   net
operating  loss benefit, since in the opinion  of  management
based  upon the earnings history of the Company, it  is  more
likely than not that the benefits will not be realized.   Due
to  significant  changes  in  the  Company's  ownership,  the
Company's future use of its existing net operating losses may
be limited.

Components of deferred tax assets as of June 30, 2000 are  as
follows:

Non current:
Net operating loss carryforward     $ 2,550,000
Valuation allowance                  (2,550,000)
                                    ------------
Net deferred tax asset              $         -


NOTE F-CAPITAL STOCK

Preferred Stock

The  Company  is  authorized to issue  25,000,000  shares  of
preferred  stock,  $.001  par  value,  with  certain  rights,
preferences and designations, to be issued in a manner to  be
determined by the Company's Board of Directors.

Series A Convertible Preferred Stock

The  Company's preferred stock includes Series A  Convertible
Preferred ("Convertible Preferred") stock valued at $1.00 per
share.   The  maximum issuable shares under  the  series  are
2,250,000  shares.   Holders  of  the  Convertible  Preferred
shares  shall  be  entitled to dividends as declared  by  the
Board of Directors.

                            F-16
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE F-CAPITAL STOCK  (continued)


The  Convertible  Preferred stockholders,  in  the  event  of
liquidation of the Company, will receive an amount  equal  to
$3.33 per share plus declared and unpaid dividends before any
holder of common stock.  A sale, lease, or transfer of all or
substantially all of the Company's assets shall be deemed  to
be a liquidation for purposes of the liquidation preference.

Each  Convertible  Preferred share is  convertible  into  one
share  of common stock at any time or automatically upon  the
conversion of the majority of the Convertible Preferred stock
or  in the event of a public offering of the Company's common
stock at not less than $6.66 per share.

During  the year ended June 30, 2000, the Company  settled  a
lawsuit with the holders of the Company's 2,250,000 shares of
Series  A  Convertible  Preferred  Stock  (see  Note  G).  In
connection  with  the settlement, the preferred  shareholders
exchanged  their shares for 2,250,000 shares of the Company's
common stock.

As  of  June 30, 1999, there were no shares of the  Series  A
Convertible Preferred Stock issued and outstanding.


Class B Convertible Preferred Stock

In  April  1997, the Board of Directors created a  series  of
Class  B  convertible preferred stock ("Class B")  valued  at
$.25  per share.  The maximum issuable shares under the Class
B  preferred stock is 5,000,000 shares.  The holders  of  the
Class B shares are not entitled to receive dividends, and the
shares are entitled to vote with the common stock as a single
class.   In  the  event of liquidation of  the  Company,  the
holders  of  the Class B shares will receive  an  amount  per
share equal to the sum of $0.25 for each outstanding share of
Class B preferred stock.

                            F-17
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE F-CAPITAL STOCK  (continued)

Each  share  of  Class B preferred stock is convertible  into
common  stock at the rate of ten shares of common  stock  for
each  share of Class B Preferred.  Each share of Class B  may
be  converted one year following the date of issuance at  the
election  of  the  holder.  The Company is  not  required  to
reserve and keep available out of its authorized but unissued
shares of common stock, common stock sufficient to effect the
conversion of the Class B.  In the event that the  number  or
authorized share of common stock is not sufficient to  effect
the  conversion  of the outstanding shares of  Class  B,  the
Company  will  increase  the number authorized  but  unissued
shares of common stock.

During  the  year ended June 30, 2000, the Company  converted
500,000  shares of its Class B shares to 5,000,000 shares  of
its Common Stock.

During  the  year  ended June 30, 1999,  the  Company  issued
1,000,000  shares of its Class B Convertible Preferred  Stock
in exchange for $ 250,000 owed to its officers in the form of
cash  advances  to  the  Company,  and  unpaid  services  and
expenses.

During  the  year  ended June 30, 2000,  the  Company  issued
500,000 shares of its Class B Convertible Preferred Stock  in
exchange  for $ 125,000 owed to its officers in the  form  of
cash  advances  to  the  Company,  and  unpaid  services  and
expenses.

As of June 30, 2000, there were 1,100,000 shares of the Class
B Convertible Preferred Stock issued and outstanding.

Common Stock

The  Company  is  authorized to 75,000,000 shares  of  common
stock  having a par value of $ .001 per share.  At  June  30,
1999,   there   were  61,581,687  shares  of   common   stock
outstanding.

                            F-18
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE F-CAPITAL STOCK  (continued)

Warrants to Purchase Common Stock

As  of  June 30, 2000, the Company had outstanding  1,000,000
warrants to purchase 1,000,000 shares of the Company's common
stock at $.06 per share with no expiration. The warrants were
issued  as compensation for financial consulting services  to
an  entity  controlled by a family member  of  the  Company's
Chairman of the Board.

As  of  June 30, 2000, the Company had outstanding 21,000,000
warrants  to  purchase  21,000,000 shares  of  the  Company's
common  stock  at  $.20  per share with  no  expiration.  The
warrants were issued as additional consideration to an entity
controlled  by  the  Company's Chairman of  the  Board  which
advanced  the  Company funds in the form  of  mortgage  notes
payable  secured by deeds of trust on the Company's land  and
improvements (see Note D).

The Company is not required to reserve and keep available out
of its authorized but unissued shares of common stock, common
stock sufficient to effect the conversion of the warrants  to
common  stock.  In  the event that the number  or  authorized
share  of  common  stock  is  not sufficient  to  effect  the
conversion  of  the outstanding warrants,  the  Company  will
increase the number authorized but unissued shares of  common
stock.

NOTE G-COMMITMENTS AND CONTINGENCIES

Lease Commitments

Beginning  in 1999, the Company utilized office  space  on  a
month to month basis from an entity whose principal owner  is
a  significant shareholder of the Company. During  the  years
ended  June  30,  2000 and 1999, the Company incurred  rental
expense of $18,367 and $ 34,258, respectively.

Employment and Consulting Agreements

The  Company  has  employment agreements with  the  Company's
Executive Chairman and Vice Chairman.  In addition to  salary
and   benefit  provisions,  the  Agreements  include  defined
commitments  should the Company terminate the  employment  of
the Executives   without cause.

The   Company   had   consulting  agreements   with   outside
contractors. The Agreements are generally for a  term  of  12
months  from inception and renewable automatically from  year
to  year  unless either the Company or Consultant  terminates
such engagement by written notice.

                            F-19
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE G- COMMITMENTS AND CONTINGENCIES (continued)

Litigation

In  June  1995,  Tommyknocker Casino  Corp.  and  New  Allied
Development Corporation ("Tommyknocker") filed a counterclaim
against  the  Company in the District Court of the  state  of
Colorado.   The  counterclaim  alleged  the  non-payment   of
principal  and  interest of amounts owed by  the  Company  in
connection with a mortgage loan agreement by and between  the
Company   and  Tommyknocker  Casino  Corp.  and  New   Allied
Development Corporation. In October 1999, the Company settled
the  lawsuit with Tommyknocker at no cost to the Company.  In
connection with the settlement, the Company issued  2,250,000
shares  of  Company common stock to Tommyknocker in  exchange
for  2,250,000 shares of Series A Convertible Preferred stock
held by Tommyknocker (see Note F).

In  1995,  James  Hamilton,  a  private  investor,  filed   a
complaint  against  the  Company and  Robert  Todd  Financial
Corporation  in  the District Court of Travis County,  Texas.
The  Complaint alleges Robert Todd Financial Corporation, and
its   agents   and/or   employees,  made   misrepresentations
regarding  the Company's common stock, and allegedly  induced
the Plaintiff to purchase the stock The Plaintiff alleges the
Company  is  liable for the wrongful conduct of the  Company.
The  Company denies liability in all respects and  vigorously
intends to defend.  In 1996 the Company moved to dismiss  the
action.  No  decision has been reached by the  Court  on  the
pending motion.  While the ultimate outcome of the litigation
cannot  be  ascertained  at  this time,  based  upon  current
knowledge  of  applicable  law  and  facts  and  taking  into
consideration  the opinion of the Company's  general  counsel
that the Plaintiff's claims lack merit and the Company should
prevail  ultimately  in this litigation, management  believes
the  lawsuit should not have a material adverse effect on the
financial  position, results of operations or cash  flows  of
the Company.

Environmental Indemnification
  The  Company  has  entered into an environmental  indemnity
agreement  with the holder of the  $5,000,000  mortgage  loan
payable  (see  Note  D) pursuant to which  the  Company  will
defend  and  hold harmless the Lender from any  environmental
claims connected to the property which secures the loan.  The
Company  through  independent environmental  consultants  has
conducted environmental examinations on the property and  has
made  environmental remediation pursuant to an administrative
consent  order with the U.S. Environmental Protection Agency.
The remediation was performed in accordance with the approved
work  plan.  Based upon the work performed, the Company  does
not  believe that further remedial activity will be required.
However,  there can be no assurance what costs, if  any,  the
Company  might  incur  in  the  future  in  connection   with
environmental matters related to the property.

                            F-20
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999


NOTE H-RELATED PARTY TRANSACTIONS

Due to Officers

The amount due to the Company's officers at June 30, 2000 and
1999  represents  aggregate advances to the Company  (net  of
repayments).  No formal agreements or repayment terms exist.


NOTE I-LOSSES PER SHARE

The  following table presents the computation  of  basis  and
diluted loss per share:

                                                     2000          1999
Net (loss) available for common shareholders     $ (797,539)   $(1,152,361)
Basic and fully diluted loss per share               $ (.01)        $ (.02)
                                                 -----------   ------------
Weighted average common shares outstanding       59,329,632     54,331,687

Net loss per share is based upon the weighted average of
shares of common stock outstanding June 30, 2000 and 1999.

NOTE J- GOING CONCERN

The  accompanying financial statements have been prepared  in
conformity  with  generally accepted  accounting  principles,
which  contemplates continuation of the Company  as  a  going
concern   and   realization  of  assets  and  settlement   of
liabilities and commitments in the normal course of business.
The Company has suffered recurring losses since inception and
has  a  working capital deficit of approximately $ 14,157,799
as  of  June  30, 2000.  These factors, among  others,  raise
substantial doubt about Country World Casinos, Inc.'s ability
to  continue as a going concern.  The financial statements do
not  include  any adjustments relating to the  recoverability
and  classification  of recorded asset or liability  amounts,
which  might  be necessary should the Company  be  unable  to
continue in existence.

Continuation of the business is dependent upon the  Company's
obtaining  additional financing for the  planned  casino  and
hotel  complex.  The  Company is actively pursing  additional
equity and debt financing through discussions with investment
bankers and private investors.  There can be no assurance the
Company will be successful in its effort to secure additional
financing

                            F-21
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2000 and 1999

NOTE J- GOING CONCERN (continued)

The Company's ability to operate the casino will be dependent
upon substantial other conditions, including the obtaining of
licenses   and   compliance  with  governmental  regulations,
grading  and  construction  of  the  casino,  obtaining   the
necessary  permits and approvals from the City of Black  Hawk
for  construction of the casino, and other regulatory bodies,
procuring   gaming  equipment  on  satisfactory  terms,   and
accomplishing these objectives in a timely manner.

If  operations  and  cash flows continue to  improve  through
these  efforts,  management believes  that  the  Company  can
continue to operate.  However, no assurance can be given that
management's actions will result in profitable operations  or
the resolution of its liquidity problems.

There  can  be  no  assurance, that the Company's  plans  for
financing  will  be successful or that the proceeds  of  such
financing  will  be sufficient to complete  construction  and
provide working capital for the opening and operation of  the
planned casino and hotel complex.


NOTE K- SUBSEQUENT EVENTS


In   July   2000,   the  Company  signed  a   memorandum   of
understanding with Dartmouth General Capital Management, Ltd.
(Dartmouth)  to  acquire certain Company assets,  retire  the
outstanding debts of Country World and provide $80 million in
financing to begin construction and development of its  Black
Hawk,  Colorado casino and hotel project. Subject to  certain
conditions,   the   Dartmouth  will  commence   funding   the
commitment on or before January 15, 2001.

                            F-22
<PAGE>