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, 1998

   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 Identification Number)
Incorporation or Organization)

           200 Monument Road, Suite 10, 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 5,831,234 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, 1998 was approximately $495,655. 

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, 1998, 
there were outstanding 54,331,687 shares of the issuer's Common Stock, par 
value $.001.

                                      -2-
<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 from 
New Allied Development Corporation and its subsidiary, Tommyknocker Casino 
Corp., 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").  Except as specifically provided elsewhere herein to the 
contrary, New Allied Development Corporation and Tommyknocker Casino Corp. 
will be referred to hereinafter collectively as "New Allied."

     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.  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.  Although the Company is confident in the 
abilities of these three organizations to provide the necessary capital, there 
can be no assurance that any funds will be provided immediately or in the 
future.

     Each of the three agreements, which are strictly confidential until 
completed, obligates the respective parties to provide at least $80 million 
for the development and construction of the project.  Each agreement provides 
for distinctly different means of raising the required funds, as well as 
distinctly different means of repayment and different levels of equity 
participation.

     Once financed, 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 

                                      -3-
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construction of the casino, obtaining the necessary permits and approvals from 
the City of Black Hawk and other regulatory bodies, procuring gaming equipment 
on satisfactory terms, and accomplishing these objectives in a timely manner.

     In order to begin the process of timely completing its goals, in July 
1997, the Company  contracted with Colorado Gaming Development Company, Inc., 
Semple Brown Roberts, P.C. and PCL Construction Services, Inc., all of Denver, 
Colorado to design and construct the planned casino and hotel complex.  In 
addition, the Company signed a management agreement with Signature Hospitality 
Resources, Inc. of Denver, Colorado to manage its Radisson Black Hawk Hotel, a 
separate agreement to use the national flag of Radisson on the hotel and 
contract with Luciani & Associates, LLC of Atlantic City, New Jersey, to 
manage the casino operations.  All parties assisted the architect in design of 
their respective operations.  The Agreement with Luciani & Associates, LLC has 
expired and they advised the Company of such in writing in February 1998.  
Once financing has been secured, the Company will attempt to negotiate a new 
agreement, either with Luciani & Associates or others yet to be determined.

     The Company is engaged in the design, development and construction of the 
Hotel and Casino (the "Hotel Casino") in Black Hawk, Colorado.  The revised 
plan for the  Hotel Casino will be an eight level complex, featuring three 
stories of hotel rooms above a two-story, 75,000 square foot casino, and a 
three story parking garage.  Other amenities will include one or more full 
service restaurants, a buffet, entertainment lounge and retail shops.  When 
completed as planned, the Hotel Casino will be largest hotel and casino 
complex in Colorado.  Construction and opening of the Hotel Casino is 
dependent upon the Company's ability to successfully raise the required 
capital discussed above.

     The casino level of the project, at approximately 75,000 square feet, 
will be the largest in Colorado and will be capable of accommodating 1,800 
slot machines and 32 gaming tables.  The Company will open the facility with 
1,000 slot machines, 20 blackjack tables and 12 poker tables, and may add up 
to 800 additional slot machines if management determines that the additional 
gaming devices will produce equal per square foot revenue and will not create 
excess capacity.  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. 

     The Country World Casino's atmosphere will feature a country western 
music theme similar to the rock and roll music theme successfully employed by 
the Hard Rock Cafe.  The Casino decor is planned to include memorabilia from 
the great country singers, both past and present.  The country western theme 
has not been established in the Black Hawk/Central City, Colorado gaming 
market, and therefore will give the Country World Casino its own unique 
identity.  Management believes that as casinos have become more numerous, the 
gaming industry has begun to recognize that popular themes and amenities such 
as quality dining and hotel accommodations play an important role in 
attracting customers to casinos.  The theme is intended to appeal to the Hotel 
Casino's target customer base, which consists primarily of residents of the 
Denver metropolitan area as well as other Colorado communities located within 
driving distance of Black Hawk.

                                      -4-
<PAGE>

     The Hotel and Casino will provide overnight accommodations with 200 +/- 
rooms and  suites, making it one of the first destination resort of its kind 
in Black Hawk.  Complimenting both the casino and hotel will be a three story 
underground parking facility for approximately 1,000 cars featuring both valet 
and self parking options, and the only covered on-site bus turnaround 
currently available in Black Hawk for the convenience of day trip customers.

     Black Hawk is a picturesque mountain town approximately 40 miles west of 
Denver.  In the past year, Black Hawk hosted approximately 3 million visitors 
and generated almost 60% of the state's gaming revenues.  The 536,000 square 
foot Hotel Casino facility 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 eight story structure will tower high above all 
existing facilities.  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 Country World Casino's country western music theme, 
country 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.

     Gaming operations at the Country World Casino were to be under the 
management of Luciani & Associates of Atlantic City, New Jersey, who are 
leaders in casino design and management services.  At this time, the agreement 
has expired, however once financing has been secured, the Company will attempt 
to negociate a new agreement or seek another management company.

     Hotel operations will be under the management of Signature Hospitality 
Resources, Inc. of Denver, Colorado (the "Hotel Manager'), which provides a 
full range of hotel and resort support services including operations, sales, 
marketing, food, beverage, human resources, MIS and technical services.  The 
Hotel Manager's current portfolio of facilities under management includes 16 
hotel and resort properties, comprising 4,398 rooms, in eight states and the 
Caribbean.  Signature's executive team represents over 120 years of combined 
hospitality related experience, spanning 200 properties in 34 states and three 
countries.

                                      -5-
<PAGE>

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. 

     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's President, Roger Leclerc currently holds a key employee 
license which entitles him to operate a casino in the State of Colorado.  The 
Company, its Chairman and Chief Executive Officer, Larry Berman, and its 
Secretary/Treasurer, William Patrowicz 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 

                                      -6-
<PAGE>

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 
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 
associated person investigation fee currently is $48 per hour. 

                                      -7-
<PAGE>

     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." 

     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

                                      -8-
<PAGE>

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, 
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.

                                      -9-
<PAGE>

Gaming Taxes

     The Colorado Constitution permits a gaming tax of up to 20% on adjusted 
gross gaming proceeds.  The Colorado Gaming Commission has set a gaming tax 
rate of 2% on adjusted gross gaming proceeds of up to and including $2 
million, 4% from $2 million to $4 million, 14% from $4 million to $5 million, 
18% from $5 million to $10 million, and 20% above $10 million for the period 
ended June 30, 1998.  The Colorado Gaming Commission also has imposed an 
annual device fee of $75 per gaming device.  The Colorado Gaming Commission 
may revise the gaming tax rate and device fee from time to time.  Black Hawk 
has imposed an annual device fee of $700 per gaming device and may revise the 
same from time to time.

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 
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.

                                      -10-
<PAGE>

     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, 
National 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.

     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 the only 
covered on-site bus turnaround to date 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 

                                      -11-
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market is the 118 room Harvey's Wagon Wheel located in Central City, which has 
on-site parking for 195 cars.  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 
will include 1,000 gaming devices and parking for 280 cars with provision for 
a 50 room hotel.  Now under construction, the Isle of Capri, will purportedly 
have more than 1,100 slot machines, 24 card tables (for blackjack and poker) 
and a parking garage for 1,000 cars.  The Isle of Capri Casino will not 
initially provide any hotel accommodations, although it purportedly will be 
designed to permit the construction of a hotel on top of the casino.  Riviera 
Holdings Corporation has recently broke ground to construct a large casino 
with 1,000 slot machines and parking for 500 cars.

     The following table presents certain information about the six largest 
casinos currently operating in the Black Hawk/Central City market, which 
control approximately 61% of the slot machines, 65% of the blackjack tables 
and 100% of the poker games in the Black Hawk/Central City market. 

                           Size         Date         Number of Gaming Devices*
Casino                   Sq. Ft.*      Opened     Slots     Blackjack     Poker

Harvey's Wagon Wheel      40,000       12/94       850          18           9
Colorado Central Station  44,300       12/93       720          10           9
Bullwhackers              33,200        7/92       649           8           6
Canyon Casino             62,600       12/93       607           8          --
Gilpin Hotel/
 Black Hawk Gaming        35,300        1/95       520           8           8
Fitzgeralds Casino        26,700        2/95       492           6           5

*Estimated

     The Company plans to attain a competitive advantage over the established 
casinos by offering superior lodging, an entertainment lounge, indoor 
self-parking, and dining facilities, as well as a casino that is larger than 
the rest.  In comparison to the casinos that are presently operating in the 
Black Hawk/Central City market, and those that are planned, the Company's 
Hotel Casino will offer a 75,000 square foot casino featuring 1,000 mechanical 
and video slot machine, 20 blackjack tables, and 12 poker tables, all located 
on a single level.  

     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 

                                      -12-
<PAGE>

Hotel Casino by customers on one-day, over-night or weekend excursions.  The 
Company may also sponsor charter bus services from the Denver metropolitan 
area as a promotional consideration.

The Black Hawk Gaming Market

     Black Hawk, Colorado is a picturesque mountain town approximately 40 
miles west of Denver and approximately one mile from Central City.  The Black 
Hawk/Central City casino industry draws its customers primarily from the 
Denver metropolitan area.  The Company's Hotel Casino will target middle to 
upper income customers who seek a quality gaming experience, convenient 
parking and overnight accommodations.  Statistics released by the Denver 
Regional Council of Governments ("DRCOG") in September 1992 indicate that the 
eight county Denver metropolitan area had a population of nearly 2,000,000 
people at January 1, 1992.  The DRCOG estimates that the population of the 
region will grow by more than 300,000 during the ten year period ending in the 
year 2000 and will exceed 2,700,000 by the year 2020.

     According to information provided by the Colorado Department of Revenue 
Division of Gaming, based upon unaudited information reported by the owners of 
gaming establishments, during the 12 months ended June 30, 1996, the Black 
Hawk/Central City casinos generated more than $300,000,000 of gaming 
revenues.  Gaming revenues in the Black Hawk/Central City market were derived 
from slot machines, black jack and poker in the following amounts:  slot 
machines -- $278,901,209; blackjack -- $13,089,446; and poker -- $8,866,760.  
Food and beverage sales (including complimentary sales) for the 12 months 
exceeded $25,000,000.

     Gaming revenues in the Black Hawk/Central City market have grown steadily 
since gaming began in 1991.  The following table shows the growth in Black 
Hawk/Central City gaming revenues for the last six full 12 month periods ended 
September 30, 1997, as reported by the Colorado Department of Revenue Division 
of Gaming.  The Company believes that growth in gaming revenues will continue 
to increase in the Black Hawk area sufficient in number to support the 
Company's Hotel Casino, as well as new casinos and hotels planned by other 
operators.  Management also believes that the Company's planned theme, 
parking, hotel accommodations, entertainment and other amenities will draw 
additional customers.

                       Twelve Months Ended September 30,
                                (In Millions)

     1992        1993         1994          1995         1996          1997
     $110       $177.9       $229.5        $280.6       $288.8        $319.6

                                      -13-
<PAGE>

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.  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 are continuing as the Company has appealed this matter 
to a higher court unopposed.

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.

                                      -14-
<PAGE>

PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is traded in the over-the-counter market and 
is quoted and is listed on the Electronic Bulletin Board under the symbol, 
"CWRC".  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, 1997 and 1998. The quotations represent 
inter-dealer quotations without retail markups, markdowns or commissions and 
may not represent actual transactions.

Quarter Ended               High         Low     
September 30, 1996          .41          .12     
December 31, 1996           .38          .19     
March 31, 1997              .38          .15     
June 30, 1997               .40          .20
September 30, 1997          .15          .13
December 31, 1997           .34          .25
March 31, 1998              .24          .11
June 30, 1998               .19          .10     

     At June 30, 1998, there were approximately 1,090 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.  The Company may not pay 
dividends on its common stock without the consent of the holders of at least a 
majority of the outstanding Series A preferred stock.  In addition, the 
holders of the Series A preferred stock shall be entitled to receive 
dividends, when and if declared by the Board of Directors of the Company, on 
an equal share-per-share basis with all outstanding shares of the Company's 
common stock.

                                      -15-
<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.  Although the Company is confident in the 
abilities of these three organizations to provide the necessary capital, there 
can be no assurance that any funds will be provided immediately or in the 
future.

     Each of the three agreements, which are strictly confidential until 
completed, obligates the respective parties to provide at least $80 million 
for the development and construction of the project.  Each agreement provides 
for distinctly different means of raising the required funds, as well as 
distinctly different means of repayment and different levels of equity 
participation.

     Once financed, 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 and other regulatory bodies, procuring gaming equipment 
on satisfactory terms, and accomplishing these objectives in a timely manner.

     In order to begin the process of timely completing its goals, in July 
1997 the Company  contracted with Colorado Gaming Development Company, Inc., 
Semple Brown Roberts, P.C. and PCL Construction Services, Inc., all of Denver, 
Colorado to design and construct the planned casino and hotel complex.  In 
addition, the Company signed a management agreement with Signature Hospitality 

                                      -16-
<PAGE>

Resources, Inc. of Denver, Colorado to manage its Radisson Black Hawk Hotel, a 
separate agreement to use the national flag of Radisson on the hotel and a 
contract with Luciani & Associates, LLC of Atlantic City, New Jersey, to 
manage the casino operations.  All parties assisted the architect in design of 
their respective operations.  The Agreement with Luciani & Associates, LLC has 
expired and they advised the Company of such in writing in February 1998.  
Once financing has been secured, the Company will attempt to negotiate a new 
agreement, either with Luciani & Associates or others yet be determined.

     The Company is engaged in the design, development and construction of the 
Radisson Hotel and Country World Casino (the "Hotel Casino") in Black Hawk, 
Colorado.  The revised plan for the  Hotel Casino will be an eight level 
complex, featuring three stories of hotel rooms above a two-story, 75,000 
square foot casino, and a three story parking garage.  Other amenities will 
include one or more full service restaurants, a buffet, entertainment lounge 
and retail shops.  When completed as planned, the Hotel Casino will be largest 
hotel and casino complex in Colorado.  Construction and opening of the Hotel 
Casino is dependent upon the Company's ability to successfully raise the 
required capital discussed above.

     The casino level of the project, at approximately 75,000 square feet, 
will be the largest in Colorado and will be capable of accommodating 1,800 
slot machines and 32 gaming tables.  The Company will open the facility with 
1,000 slot machines, 20 blackjack tables and 12 poker tables, and may add up 
to 800 additional slot machines if management determines that the additional 
gaming devices will produce equal per square foot revenue and will not create 
excess capacity.  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. 

     The Country World Casino's atmosphere will feature a country western 
music theme similar to the rock and roll music theme successfully employed by 
the Hard Rock Cafe.  The Casino decor is planned to include memorabilia from 
the great country singers, both past and present.  The country western theme 
has not been established in the Black Hawk/Central City, Colorado gaming 
market, and therefore will give the Country World Casino its own unique 
identity.  Management believes that as casinos have become more numerous, the 
gaming industry has begun to recognize that popular themes and amenities such 
as quality dining and hotel accommodations play an important role in 
attracting customers to casinos.  The theme is intended to appeal to the Hotel 
Casino's target customer base, which consists primarily of residents of the 
Denver metropolitan area as well as other Colorado communities located within 
driving distance of Black Hawk.

     The Hotel will provide overnight accommodations with 200 +/- rooms and  
suites, making it one of the first destination resort of its kind in Black 
Hawk.  Complimenting both the casino and hotel will be a three story 
underground parking facility for approximately 1,000 cars featuring both valet 
and self parking options, and the only covered on-site bus turnaround 
currently available in Black Hawk for the convenience of day trip customers.

                                      -17-
<PAGE>

Liquidity & Capital Resources

     The Company's ability to obtain the financing and to proceed with its 
plans for a gaming facility had been affected by the Company's disputes with 
New Allied, which had culminated in litigation and foreclosure proceedings on 
the Property in 1995, and the Company's filing of a bankruptcy petition under 
Chapter 11.  The Bankruptcy Case was dismissed in March 1997 and Summary 
Judgement was granted in favor of the Company with regard to all other 
litigation issues.

     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.  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 default rate of interest is 24% during 
the first loan year and 36% thereafter.  The Note is secured by a first deed 
of trust on the Property.

      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 1998, 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 1998, 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 August 1998, 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 September 1998, the Company owed $177,773 on the Fourth 
Norlar note.  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 Larry Berman and his wife.  Mr. Berman is 
Chairman and Chief Executive Officer of the Company. 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 1998, the Company owes PCL Construction 
approximately $1,075,000, including interest.

                                      -18-
<PAGE>

     In July 1997, the Company issued 1,000,000 shares of its common stock to 
Eastern Equities Consultants, Ltd. As full and final compensation for the 
placement of financing.

     In September 1997, the Company issued 395,000 shares of common stock to 
Sommer & Schneider LLP, its securities attorneys, for payment of legal fees 
and a six month retainer.

     In March 1998, the Company issued 850,000 shares for the same purpose as 
described above.

     In May 1998, the Company issued 100,000 shares of Series B preferred 
stock to Gold Coast Consortium to retire an outstanding debt owed by the 
Company.  Gold Coast Consortium is a company owned by the spouse of Mr. Roger 
Leclerc, the Company's President.

     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.
     
Results of Operations

     The Company has had no revenues from operations.  The Company continues 
to incur losses of approximately $100,000 per month to service the debt to 
Kennedy Funding, Inc. and other ongoing obligations such as rent and utilities 
for the Company's corporate office.  This estimated  loss of $1,200,000 in the 
fiscal year ended June 30, 1998 compares to a loss of operations of $1,080,391 
for the year ended June 30, 1997.  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 - F9 for unaudited financials which fairly 
represent the Company's status for the year ended June 30, 1998.
 
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

     None

                                      -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 serve as officers and directors or the Company:

Name                      Position

Larry S. Berman           Chairman of the Board and Chief Executive Officer
Roger D. Leclerc          President and Director
William H. Patrowicz      Secretary, Treasurer and Director

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

     Larry S. Berman, age 62, has served as Chief Executive Officer of the 
Company since June 1995.  Mr. Berman served as Chairman of the Board of 
Directors and Secretary of Holly Holdings, Inc. from June 1992 until December 
1997.  Since 1982, Mr. Berman has been Vice President of Coastal Leasing and 
Investment, Inc. where he is responsible for restructuring and otherwise 
assisting companies to raise debt and equity funds.

     Roger D. Leclerc, age 48, 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.

     William H. Patrowicz, age 50, has served as Secretary, Treasurer or the 
Company since April 1995 and was formerly President of Holly Holdings, Inc. 
from June 1992 to March 1998.  From 1982 to December 1991, Mr. Patrowicz was 
employed by Gunnebo Fastening Corp., as Senior Vice President of Operations.

     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, 1998.  The Company is unaware of the compliance of its 10% 
shareholders and its former officers and directors.

                                      -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. Berman and Mr. Patrowicz spend 
substantially all of their time in management activities relating to the 
Company. Neither party, although holding employment contracts, has received 
any 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, 
1998 and information as of June 30, 1998 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

Western Equities, Inc.         16,000,000                    29.4%

Holly Holdings, Inc.            8,850,453                    16.3%

Larry S. Berman                19,380,000                    35.7%
 
Roger D. Leclerc                        0                       0%

William H. Patrowicz            4,120,000                     7.6%

All Officers and Directors     23,500,000                    43.3%
as a Group (3 Persons)          
___________

                                      -21-
<PAGE>

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The 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 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.

     During the fiscal year ended June 30, 1995, the Company borrowed 
$1,000,000 from Holly, which indebtedness plus accrued interest was then 
canceled by the issuance to Holy of 5,000,000 shares of the Company's common 
stock.  The Company also agreed with Holly that Holly would have the right to 
purchase up to an additional 20,000,000 shares of common stock at $0.20 per 
share if additional funding were provided within a reasonable time and 
progress continued to be made concerning financing for the proposed casino and 
hotel complex.  In April 1997 Holly exercised its right under said agreement 
and converted $250,000 of its debt into 1,250,000 shares of the Company's 
common stock.

     Holly had continually provided advances to the Company throughout the 
bankruptcy proceedings.  Prior to the conversion of debt to equity by Holly 
and assumption of certain parties' debt by the Company, the Company was 
indebted to Holly in the amount of approximately $1,449,588.  In May 1997, the 
Company eliminated $1,000,000 of its debt to its shareholder, Holly Holdings, 
Inc. in an exchange of debt with two directors of the Company and a 
non-affiliate of the Company. As of June 1998, the Company is no longer 
indebted to Holly.

     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.  In May 1997, the Company issued 4,000,000 
shares to two directors and a non-affiliate of the Company in exchange for 
$1,000,000 in debt to the  parties.  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.  In May 1998, all such shares were 
converted to common stock.

     In March 1996, the Company borrowed $5 million from Kennedy Funding, 
Inc.  The Company delivered to the lender 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 

                                      -22-
<PAGE>

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.  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 default rate of interest is 24% during 
the first loan year and 36% thereafter.  The Note is secured by a first deed 
of trust on the Property.

      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 1998, 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 1998, 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 August 1998, 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 September 1998, the Company owed $177,773 on the Fourth 
Norlar note.  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 Larry Berman and his wife.  Mr. Berman is 
Chairman and Chief Executive Officer of the Company. 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 1998, the Company owes PCL Construction 
approximately $1,075,000, including interest.

     In July 1997, the Company issued 1,000,000 shares of its common stock to 
Eastern Equities Consultants, Ltd. as full and final compensation for the 
placement of financing.

     In September 1997, the Company issued 395,500 shares of its Common Stock 
to Sommer & Schneider LLP, its securities attorneys, for payment of legal fees 
and a six month retainer.

     In March 1998, the Company issued 850,000 shares of its Common Stock to 
Sommer & Schneider LLP, its securities attorneys, for payment of legal fees 
and a six month retainer.

     In May 1998, the Company issued 100,000 shares of Series B preferred 
stock to Gold Coast Consortium to retire an outstanding debt owed by the 
Company.  Gold Coast Consortium is a company owned by the spouse of Mr. Roger 
Leclerc, the Company's President.

                                      -23-
<PAGE>

     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.
     
ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

     None

                                      -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:     March 29, 1999               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:     March 29, 1999          /s/ Larry S. Berman
                                   Larry S. Berman, Chairman & CEO

Dated:     March 29, 1999          /s/ Roger D. Leclerc
                                   Roger D. Leclerc, President and Director


Dated:     March 29, 1999          /s/ William H. Patrowicz
                                   William H. Patrowicz, Secretary, 
                                   Treasurer and Director



                                      -25-

<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET AS OF JUNE 30, 1998


ASSETS:
CURRENT ASSETS:
  Cash                                                             181
  Prepaid Expenses                                              76,290
  Due From Shareholder                                          13,233
  Due From Officers                                             93,000

  TOTAL CURRENT ASSETS                                         182,704
                                                         
PROPERTY AND EQUIPMENT:
  Land                                                       7,475,475
  Casino Under Development                                   9,957,873
  Furniture and Equipment                                       38,888
                                                                 
  Total                                                     17,472,236
  Less: Accumulated Depreciation                                23,355

  TOTAL PROPERTY AND EQUIPMENT                              17,448,881

OTHER ASSETS:
  Deposits                                                      35,630

  TOTAL ASSETS                                              17,667,215

The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-1
<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET AS OF JUNE 30, 1998
                                           
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
 Accounts Payable                                                     3,311,096
 Payroll and Property Taxes Payable                                     154,452
 Accrued Expenses                                                        26,183
 Note Payable - Stockholder                                             725,000
 Notes Payable - Related Party (Net of Deferred 
  Financing Cost of $45,000)                                          2,472,200
 Accrued Interest - Related Parties                                     289,582
 Other Current Liabilities                                                9,172

 TOTAL CURRENT LIABILITIES                                            6,987,685

LONG-TERM DEBT:
 Notes Payable                                                        2,650,000
 Notes Payable                                                        2,350,000

 TOTAL LONG-TERM DEBT                                                 5,000,000

OTHER LIABILITIES                                                            --

Stockholders' Equity:
 Convertible Preferred Stock, Series A, $.001 Par Value, 
 2,250,000 Shares Authorized, 2,250,000 Shares Issued 
 and Outstanding (Liquidation Preference $7,492,500)                      2,250

 Convertible Preferred Stock, Class B, $.25 Par Value,
 5,000,000 Shares Authorized, 100,000 Shares Issued
 and Outstanding                                                         25,000

 Common Stock, $.001 Par Value, 75,000,000 Shares
 Authorized, 54,331,687 Issued and Outstanding                           54,331

 Additional Paid-in Capital                                          11,176,474

 Deficit Accumulated During the Development Stage                    (5,578,525)

 TOTAL STOCKHOLDERS' EQUITY                                           5,679,530
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          17,667,215
                                                                                
The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-2
<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

                                                            FOR THE PERIOD FROM
                                                              NOVEMBER 9, 1982
                                                            (DATE OF INCEPTION)
                                            YEARS ENDED       THROUGH JUNE 30,
                                             JUNE 30,             1 9 9 8 
                                         1 9 9 8     1 9 9 7    (UNAUDITED)
COSTS AND EXPENSES:
 Research and Development Costs         $     --    $     --      $122,000
 Professional Fees - Due to Bankruptcy    23,082     339,843       514,756
 General and Administrative Expenses   1,082,265     282,414     4,319,302
 Management Fee - Related Party            8,321     408,000       416,321
 Depreciation Expense                      7,905       6,867        50,419

 TOTALS                                1,121,573   1,037,124     5,422,798
     
OTHER INCOME (EXPENSE):
 Interest Income                          14,678      27,443       109,490
 Interest Expense                           (279)     (3,931)       (4,210)
 Interest Expense - Related Party       (131,505)    (67,514)     (199,019)
 Rental Income                                --          --        45,126
 Loss on Non-Marketable Securities            --          --       (85,000)
 Write off of Loan Receivable                 --          --       (90,000)
 Forfeited Deposit                            --          --      (100,000)
 Other Income                                 --         735           735

 TOTALS                                 (117,106)    (43,267)     (322,878)
     
 (LOSS) FROM CONTINUING OPERATIONS
 BEFORE DISCONTINUED OPERATIONS AND
 EXTRAORDINARY ITEM                   (1,238,679) (1,080,391)   (5,745,676)
     
DISCONTINUED OPERATIONS:
 Gain on Disposal of Subsidiaries             --          --       389,286
 (Loss) from Discontinued Operation           --          --      (389,286)

 TOTAL DISCONTINUED OPERATIONS                --          --            --
     
 (LOSS) BEFORE EXTRAORDINARY ITEM     (1,238,679) (1,080,391)   (5,745,676)
     
EXTRAORDINARY ITEM:
 Extraordinary Gain on Forgiveness
  of Debt, Primarily Related Party            --          --       167,152

 NET (LOSS)                          $(1,238,679) $(1,080,391)  $(5,578,524)

PER SHARE DATA:
 (Loss) Per Share Before
  Extraordinary Item                   $    (.06) $    (.10)
   Extraordinary Item Per Share               --         --

 NET (LOSS) PER COMMON SHARE           $    (.06) $    (.10)
     
WEIGHTED AVERAGE NUMBER OF SHARES     20,365,771 10,985,493

The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-3
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>
,
November 9, 1982 (Date
 of Inception)            --   $  --        --   $  --        --   $  --        --   $  --   $      --    $      --     $    --  

Issuance of Shares for
 Cash ($.51 Per Share)    --      --        --      --     2,971      15        --      --       1,510           --       1,525 
 
Issuance of Common
 Stock to the Public
 ($12.50 Per Share        --      --        --      --     1,474       8        --      --     644,992           --     645,000 

Deferred Offering Costs   --      --        --      --        --      --        --      --    (115,690)          --    (115,690)

Cancellation of Common
 Stock                    --      --        --      --      (800)     (4)       --      --           4           --          -- 

Issuance of Shares for
  Services ($.18 Per
 Share)                   --      --        --      --    85,714     429        --      --      14,571           --      15,000 

Issuance of Common Stock
 at a Discount ($.02 Per
 Share)                   --      --        --      -- 1,339,212   6,696        --      --      13,304           --      20,000 

Capital Contribution      --      --        --      --        --      --        --      --       2,850           --       2,850 

Net Loss for the Period
 From November 9, 1982
 (Date of Inception)
 Through June 30, 1992    --      --        --      --        --      --        --      --          --     (221,169)   (221,169)

 Balance - June 30, 1992  --      --        --      -- 1,428,571   7,144        --      --     561,541     (221,169)    347,516 
Issuance of Common Stock
 at a Discount for
 Services ($.02 Per
 Share, May 1993          --      --        --      --   714,287   3,571        --      --       8,929           --      12,500 

Net Loss for Year Ended
 June 30, 1993            --      --        --      --        --      --        --      --          --     (373,401)   (373,401)

 Balance - June 30, 
  1993 - Forward          --   $  --        --   $  -- 2,142,858 $10,715        --   $  --    $570,470    $(594,570)   $(13,385)


See Notes to Financial Statements
</TABLE>

The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-4
<PAGE>

<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>

 Balance - June 30, 
  1993 - Forward          --   $  --       --    $  -- 2,142,858 $10,715        --   $  --    $570,470    $(594,570)   $(13,385)

Change in Par Value
 from $.005 to $.001      --      --       --       --        --  (8,572)       --      --       8,572           --          --  

Issuance of Shares for
 Cash September 1993
 ($1.00 Per Share)        --      --       --       --   600,000     600        --      --     599,400           --     600,000 
 
Issuance of Shares for
 Cash September 1993
 ($1.00 per Share         --      --       --       -- 1,500,000   1,500        --      --   1,498,500           --   1,500,000 

Issuance of Convertible
 Preferred Stock for
 Acquisition of Land
 Valued at $1.00 Per
 Share Issued July
 1993              2,250,000   2,250       --       --        --      --        --      --   2,247,750           --   2,250,000 

Issuance of Stock to
 Related Party for
 Cash and Services
 Pursuit to Exercise
 of Options ($1.00
 Per Share)               --      --       --       --   250,000     250        --      --     249,750           --     250,000 

Purchase and Cancellation
 of Treasury Stock ($1.00
 Per Share                --      --       --       --  (125,000)   (125)       --      --    (124,875)          --    (125,000)

Issuance of Stock for
 Cash (140,000 Shares
 and 60,662 Shares
 Issued December 1993
 and January 1994,
 Respectively) at
 $2.50 Per Share          --      --       --       --   200,000     200        --      --     499,800           --     500,000 

Balance of Common Stock
 for Acquisition of
 Land Valued at $1.00
 Per Share Issued June
 1994                     --      --       --       --   250,000     250        --      --     249,750           --     250,000 

Issuance of Common Stock
 for Cash and Services
 Pursuant to Exercise of
 Options (75,000 Shares
 and 20,000 Shares Issued
 April and June 1994
 Respectively at $2.50
 Per Share)               --      --       --       --    95,000      95        --      --     237,405           --     237,500 

Issuance of Common Stock
 for Services Rendered
 Valued at $2.50 Per
 Share Issued April 1994  --      --       --       --   200,000     200        --      --     499,800           --     500,000 

Subscription of Common
 Stock Pursuant to
 Private Placement
 Offering ($3.00 Per
 Share)                   --      --       --       --        --      --   262,667     263     787,737           --      788,000 

Net Loss for Year Ended
 June 30, 1994            --      --       --       --        --      --        --      --          --   (1,490,785)  (1,490,785)

Balance - June 30,
 1994 - Forward    2,250,000  $2,250       --     $ -- 5,113,520  $5,113   262,667    $263  $7,324,059  $(2,085,355)  $5,246,330  

See Notes to Financial Statements
</TABLE>

The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-5
<PAGE>

<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>

Balance - June 30,
 1994 - Forward    2,250,000  $2,250       --     $ -- 5,113,520  $5,113   262,667    $263  $7,324,059  $(2,085,355)  $5,246,330  

Issuance of Common
 Stock Pursuant to
 Private Placement
 Offering ($2.67
 Per Share)               --      --       --       --   460,000     460        --      --   1,229,040           --    1,229,500 
 
Issuance of Stock
 for Outstanding
 Note Issued April
 20, 1995 ($.20 Per
 Share)                   --      --       --       -- 5,000,000   5,000        --      --   1,009,451           --    1,014,451

Convert Subscribed
 Stock to Common and
 Record Fees              --      --       --       --   262,667     263  (262,667)   (263)         --           --           --

Net Loss for Year
 Ended June 30, 1995      --      --       --       --        --      --        --      --          --     (757,659)    (757,659)

Balance - June 30,
 1995              2,250,000  $2,250       --       --10,836,187  10,836        --      --   9,562,550   (2,843,014)   6,732,622

Net Loss for Year
 Ended June 30,
 1996                     --      --       --       --        --      --        --      --          --     (416,440)    (416,440)

Balance - June 30,
 1996              2,250,000  $2,250       --       --10,836,187  10,836        --      --   9,562,550   (3,259,454)   6,316,182 

Issuance of Preferred
 Stock - Class B in
 Exchange for Related
 Party Debt ($.25 Per
 Share) April 1997        --     -- 4,000,000 1,000,000       --      --        --      --          --           --    1,000,000

Common Stock Issued in
 Exchange for Debt ($.25
 Per Share) April 1997    --     --        --        -- 1,250,000  1,250        --      --     248,750           --      250,000 

Warrants Issued for
 1,000,000 Shares of
 Common Stock in
 Connection with
 Norlar, Inc. Debt
 Financing ($.06 Per
 Warrant                  --     --        --        --       --      --        --      --      60,000           --       60,000 

Net Loss for Year
 Ended June 30, 1997      --     --        --        --       --      --        --      --          --   (1,080,391)  (1,080,391)

Balance - June 30,
 1997              2,250,000  2,250 4,000,000 1,000,000 12,086,187 12,086       --      --   9,871,300   (4,339,845)   6,545,791

Issuance of Common
 Stock for Services
 Rendered Valued at
 $.20 per Share, July
 1997                     --      --       --       -- 1,000,000   1,000        --      --     199,999           --      200,000 

Issuance of Common Stock
 in Exchange for Debt
 and Services to be
 Rendered ($.1875 Per
 Share) September 1997    --      --       --       --   395,500     396        --      --      73,761           --       74,157

Issuance of Common Stock
 for Services Rendered
 and Debt Exchange
 ($0.86 Per Share)
 March 1998               --      --       --       --    85,000     850        --      --      72,413           --       72,263
</TABLE>

The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-6

<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>
Net Loss for the Year 
 Ended June 30, 1998      --      --       --       --        --      --        --      --          --   (1,238,679)  (1,238,679)

Issuance of Stock for
 Services April 1998      --      --  100,000   25,000        --      --        --      --          --           --       25,000

Convert Preferred to
 Common Stock April
 1998                     --      --(4,000,000)(1,000,000)40,000,000 40,000     --      --     960,000           --           -- 





Balance - June 30,
 1998              2,250,000  $2,250  100,000  $25,000 54,331,687 $54,332       --    $ -- $11,176,474  $(5,578,524)  $5,679,530

The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-7
</TABLE>
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

                                                            FOR THE PERIOD FROM
                                                              NOVEMBER 9, 1982
                                                            (DATE OF INCEPTION)
                                            YEARS ENDED       THROUGH JUNE 30,
                                             JUNE 30,             1 9 9 8 
                                         1 9 9 8     1 9 9 7    (UNAUDITED)
OPERATING ACTIVITIES:
 Continuing Operations:
  (Loss) Before Extraordinary Item   $(1,238,679) $(1,080,391) $(5,745,676)
  Adjustments to Reconcile Net
  (Loss) to Net Cash (Used for)
  Operating Activities:
  Depreciation                             7,905        6,867       50,419
  Amortization of Discount-Related Party  45,000       15,000       60,000
  Common Stock Issued for Interest            --           --       14,451
  Preferred Stock Issued for Services     25,000           --      862,500
  Loss on Nonmarketable Securities            --           --      (85,000)
  Write off of Loan Receivable                --           --      (90,000)
  Extraordinary Item, Primarily Related
   Party                                      --           --      167,152
  Accrued Interest - Related Party            --       52,214       52,514
  Allocation of Management Fees-
   Related Party                              --      408,000      408,000
  Due from Officers                      (93,000)          --      (93,000)
  Due from Shareholder                   (13,233)          --      (13,233)
     
 Changes in Assets and Liabilities:     
  (Increase) Decrease in:
  Prepaid Interest                       (11,850)     (73,140)    (748,780)

 Increase (Decrease) in:          
  Accounts Payable                    (3,372,981)    (109,294)   3,311,096
  Payroll and Property Taxes Payable      58,991       95,461      154,452
  Accounts Payable - Liabilities
  Subject to Compromise                       --     (366,735)          --
  Accrued Interest - Related Parties     113,639       29,357      289,582
  Accrued Interest - Liabilities
  Subject to Compromise                       --     (225,135)          --
  Accrued Expenses                        (2,609)     (71,306)      26,179
  Accrued Expenses - Subject to
   Compromise                                 --      (41,937)          --
     
 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

 Total Adjustments                    (3,426,533)    (280,348)   4,366,322
     
Net Cash Provided (Used) by
 Operating Activities - Forward      $(2,187,854) $(1,360,739) $(3,567,208)
     
The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-8
<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
                                                            FOR THE PERIOD FROM
                                                              NOVEMBER 9, 1982
                                                            (DATE OF INCEPTION)
                                            YEARS ENDED       THROUGH JUNE 30,
                                             JUNE 30,             1 9 9 8 
                                         1 9 9 8     1 9 9 7    (UNAUDITED)

Net Cash Used for Operating
 Activities -  Forward               $ 2,487,854  $(1,360,739) $(1,379,354)
     
INVESTING ACTIVITIES:     
 Purchase of Land and Payment of
 Casino Development Costs             (4,569,002)    (126,860)  (9,783,873)
 Purchase of Furniture and Equipment       5,209           --      (52,197)
 Investment in Patent                         --           --      (62,000)
 Deposits and Other                      (35,000)        (190)     (35,630)
 (Increase) Decrease in Restricted Cash       --       49,994           --
     
 Net Cash Used for Investing
  Activities                          (4,598,793)     (77,056)  (9,933,700)

FINANCING ACTIVITIES:     
 Payment of Capital Lease Obligation          --       (1,515)      (4,233)
 Proceeds from Long-Term Borrowings       34,224           --    6,034,224
 Advances from Parent                         --      896,978    1,254,003
 Disbursement to Parent                 (196,878)    (316,379)    (513,257)
 Proceeds from Related Party Notes     2,317,200      200,000    2,517,200
 Repayments on Long-Term Borrowings           --   (1,109,837)  (3,450,000)
 Proceeds from Stock and Warrant
  Issuance                               251,613           --    5,472,448
 Capital Contribution                         --           --        2,850

 NET CASH PROVIDED BY (USED FOR)
 FINANCING ACTIVITIES                  2,406,159     (330,753)  11,313,235

 NET (DECREASE) INCREASE IN CASH          (4,780)  (1,768,548)         181

CASH - BEGINNING OF PERIODS                4,961    1,773,509           --

 CASH - END OF PERIODS                   $   181   $    4,961      $   181

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 Interest paid in fiscal years ended June 30, 1998 and 1997 was $279 and
$3,931, respectively, net of interest
capitalized.  No income taxes were paid during the fiscal years ended June 30,
1998 and 1997.

The Accompanying Notes are an Integral Part of these Financial Statements.

                                  F-9
<PAGE>