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, 1999

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

For the transition period from ______________ to _________________

Commission file number 0-22450

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

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

        200 Monument Road, Suite 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 54,331,687 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, 1999 was approximately $5,433,169.


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, 1999,
there were outstanding 54,331,687 shares of the issuer's Common Stock, par
value $.001.

<PAGE>

                                  PART I
                          Description of Business

Item 1
General Development of Business

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

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

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

     The new entity will be titled, "Jethro's Beverly Hillbillies Mansion and
Casino", and will be redesigned around the characters, settings, events and
theme of the 1960's and '70's television sitcom, The Beverly Hillbillies.

     Max Baer, Jr., the founder and chairman of Beverly Hillbillies Gaming
Entertainment, LLC successfully secured the exclusive master licenses from CBS
and Viacom, Inc. to exploit the Beverly Hillbillies theme in connection with
gaming and other entertainment venues.  Mr. Baer, who is best known for his
portrayal of "Jethro Bodine" during the nine year run of the television
series, is also planning a facility in Reno.

     Under the terms of the joint venture, named "Jethro's Black Hawk, LLC,"
the parties will enter into an operating agreement with each party's
participation to be established and set forth in accordance with an equity
ownership formula.  Beverly Hillbillies Gaming Entertainment, LLC will provide
management services for the facility.

Financing, financial advisory services and placement agent services will be
provided by Westwood Capital, LLC of New York City, New York who is an

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investment banking firm specializing in structured debt financing and merger
and acquisition transactions for companies in the financial services and real
estate industries.  Additionally, Westwood Capital provides project and
corporate financing for companies in the gaming and hospitality industries.

     During September 1999, the Company completed its final review of an
Admission and Operating Agreement securing the commitment of all parties to
bring the project to fruition.  Under the aforementioned agreements' terms,
Jethro's Black Hawk, LLC will assume all existing secured indebtedness of the
Company, begin making the required interest payments as of September 30, 1999,
and make full payment of all such indebtedness by March 31, 2000.

     All parties acknowledge their responsibility to be approved by the
Colorado Gaming Commission and will proceed to do so prior to project
completion.

     It is anticipated that construction will begin in early 2000 with an
opening set for early 2001.

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

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

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

COLORADO GAMING REGULATIONS

     The State of Colorado created the Division of Gaming (the "Division")

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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.  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
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

                                 -5-
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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.

     The Colorado Gaming Commission also has the right to request information

                                 -6-
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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
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.

                                 -7-
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     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.

                                 -8-
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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.

     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.

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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 a covered
on-site bus turnaround for the convenience of day trip customers.

COMPETITION

     Most of the casinos in the Black Hawk/Central City market are small
facilities that provide limited or no parking and do not provide hotel
accommodations.  Presently, the largest hotel in the Black Hawk/Central City
market is the 118 room Harvey's Wagon Wheel located in Central City, which has
on-site parking for 195 cars.  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.  The Isle of Capri opened this year and has 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 did not initially provide any hotel
accommodations, although it begun construction of a hotel on top of the

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casino.  Riviera Holdings Corporation has recently broke ground to construct a
large casino with 1,000 slot machines and parking for 500 cars.

     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 facility will
have a covered bus stop and turn-around that will facilitate access to the
Hotel Casino by customers on one-day, over-night or weekend excursions.

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ITEM 3.  LEGAL PROCEEDINGS

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

     In addition, the Company filed an appeal of the Bankruptcy Court's
ruling.  New Allied cross appealed.  Such appeals were denied by the United
States District Court in August 1998 and the appeals matters are continuing as
the Company has appealed this matter to a higher court unopposed. In June
1999, the Tenth Circuit Court of Appeals ruled in favor of the Company in two
of the three appeal issues raised.  As the matters were unopposed by New
Allied and TKCC, the matter has been referred back to the Bankruptcy Court for
a final determination as to the amount New Allied and TKCC must return to the
Company.  The Company believes it is entitled to in excess of $1,000,000.

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.

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                                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, 1998 and 1999. The quotations represent
inter-dealer quotations without retail markups, markdowns or commissions and
may not represent actual transactions.

Quarter Ended        High     Low
September 30, 1997    .15     .13
December 31, 1997     .34     .25
March 31, 1998        .24     .11
June 30, 1998         .19     .10
September 30, 1998    .16     .06
December 31, 1998     .14     .06
March 31, 1999        .21     .06
June 30, 1999         .20     .05

     At June 30, 1999, there were approximately 1,000 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.

                                 -13-
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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

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

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

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

     The new entity will be titled, "Jethro's Beverly Hillbillies Mansion and
Casino", and will be redesigned around the characters, settings, events and
theme of the 1960's and '70's television sitcom, The Beverly Hillbillies.

     Max Baer, Jr., the founder and chairman of Beverly Hillbillies Gaming
Entertainment, LLC successfully secured the exclusive master licenses from CBS
and Viacom, Inc. to exploit the Beverly Hillbillies theme in connection with
gaming and other entertainment venues.  Mr. Baer, who is best known for his
portrayal of "Jethro Bodine" during the nine year run of the television
series, is also planning a facility in Reno.

                                 -14-
<PAGE>

     Under the terms of the joint venture, named "Jethro's Black Hawk, LLC,"
the parties will enter into an operating agreement with each party's
participation to be established and set forth in accordance with an equity
ownership formula.  Beverly Hillbillies Gaming Entertainment, LLC will provide
management services for the facility.

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

     During September 1999, the Company is completing final review of an
Admission and Operating Agreement securing the commitment of all parties to
bring the project to fruition.  Under the aforementioned agreements' terms,
Jethro's Black Hawk, LLC will assume all existing secured indebtedness of the
Company, begin making the required interest payments as of September 30, 1999,
and make full payment of all such indebtedness by March 31, 2000.

     All parties acknowledge their responsibility to be approved by the
Colorado Gaming Commission and will proceed to do so prior to project
completion.

     It is anticipated that construction will begin in early 2000 with an
opening set for early 2001.

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

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

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

                                 -15-
<PAGE>

Las Vegas, Nevada, as well as the Chinook Winds Gaming and Convention Center
in Lincoln City, Oregon.

LIQUIDITY & CAPTIAL RESOURCES

     In March 1996, the Company borrowed $5 million from Kennedy Funding,
Inc.  The Company issued a Promissory Note effective May 20, 1996 payable at
the rate of 15% per annum until May 19, 1997 (the "First Year Interest
Obligation") and at a rate of 24% per annum thereafter.  Payments of principal
and interest are payable as follows: (a) the First Year Interest Obligation
was prepaid at closing; (b) commencing on May 19, 1997 and for each month
thereafter, the Company is to make interest only payments, in advance, in the
amount of 2% of the then existing principal balance due under the Note; and
(c) the entire outstanding principal balance, together with all accrued and
unpaid interest, if not previously paid, shall be finally due and payable on
May 19, 1999.  Such loan has been extended by its assignee, pending completion
of the newest financing effort.  The holder of the Note may accelerate the due
date for the entire balance of principal, interest and other sums due upon
maturity in the event of default under the Note.  The 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 1999, 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 1999, the Company owed $600,000 on the Second Norlar Note.  In April
1998, the Company issued a third promissory note (Third Norlar Note) and fifth
deed of trust on the property to Norlar, Inc. again for a maximum of
$600,000.  As of June 1999, the Company owed $600,000 on the Third Norlar
Note.  In August 1998, the Company issued a fourth promissory note (Fourth
Norlar Note) and sixth deed of trust on the property to Norlar, Inc. again for
$600,000.  As of June 1999, the Company owed $600,000 on the Fourth Norlar
note.  In January 1999, the Company issued a Fifth Promissory Note (Fifth
Norlar Note) and seventh deed of trust on the property to Norlar, Inc., again
for $600,000.  As of June 1999, the Company owed $600,000 of the Fifth Norlar
Note.  In July 1999, the Company issued a sixth promissory note (Sixth Norlar
Note) and eighth deed of trust on the property to Norlar, Inc. for
$1,000,000.  As of September 1999, the Company owed approximately $700,000 of
the Sixth 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.

                                 -16-
<PAGE>

     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 1999, the Company owes PCL Construction
approximately $1,200,000, including interest.

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

     In October 1998, the Company converted $250,000 of debt to the Company's
officers into Series B Preferred stock.

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 of the
Kennedy Loan and other ongoing obligations such as rent and utilities for the
Company's corporate office.  This loss of $1,175,181 in the fiscal year ended
June 30, 1999 compares to a loss of operations of $1,238,517 for the year
ended June 30, 1998.  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 - F21 for audited financials which fairly represent
the Company's status for the year ended June 30, 1999.

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

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

                                 -17-
<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 63, 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 49, 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 51, 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.

                                 -18-
<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,
1999 and information as of June 30, 1999 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)
___________

                                 -19-
<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

                                 -20-
<PAGE>

principal and interest are payable as follows: (a) the First Year Interest
Obligation was prepaid at closing; (b) commencing on May 19, 1997 and for each
month thereafter, the Company is to make interest only payments, in advance,
in the amount of 2% of the then existing principal balance due under the Note;
and (c) the entire outstanding principal balance, together with all accrued
and unpaid interest, if not previously paid, shall be finally due and payable
on May 19, 1999.  Such loan has been extended by its assignee pending
completion of the newest financing effort.  The holder of the Note may
accelerate the due date for the entire balance of principal, interest and
other sums due upon maturity in the event of default under the Note.  The
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 1999, 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 1999, the Company owed $600,000 on the Second Norlar Note.  In April
1998, the Company issued a third promissory note (Third Norlar Note) and fifth
deed of trust on the property to Norlar, Inc. again for a maximum of
$600,000.  As of June 1999, the Company owed $600,000 on the Third Norlar
Note.  In August 1998, the Company issued a fourth promissory note (Fourth
Norlar Note) and sixth deed of trust on the property to Norlar, Inc. again for
$600,000.  As of June 1999, the Company owed $600,000 on the Fourth Norlar
note.  In January 1999, the Company issued a Fifth Promissory Note (Fifth
Norlar Note) and seventh deed of trust on the property to Norlar, Inc., again
for $600,000.  As of June 1999, the Company owed $600,000 of the Fifth Norlar
Note.  In July 1999, the Company issued a sixth promissory note (Sixth Norlar
Note) and eighth deed of trust on the property to Norlar, Inc. for
$1,000,000.  As of September 1999, the Company owed approximately $700,000 of
the Sixth 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 1999, the Company owes PCL Construction
approximately $1,200,000, including interest.

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

                                 -21-
<PAGE>

     In October 1998, the Company converted $250,000 of debt to the Company's
officers into Series B Preferred stock.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     None

                                 -22-
<PAGE>

SIGNATURES

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


                              COUNTRY WORLD CASINOS, INC.


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

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


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

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

                                 -23-
<PAGE>


                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549



                    FINANCIAL STATEMENTS AND SCHEDULES

                          JUNE 30, 1999 AND 1998



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


                        COUNTRY WORLD CASINOS, INC

<PAGE>

                        COUNTRY WORLD CASINOS, INC.

                       Index to Financial Statements

                                                              Page No
Report of Independent Certified Public Accountants              F-3

Balance Sheet at June 30, 1999 and 1998                         F-4

Statements of Losses for the two years ended June 30, 1999
and 1998, and for the period November 9, 1982 (date of          F-5
inception) to June 30, 1999

Statements of Stockholders' Equity for the  period November
9, 1982 (date of inception) to June 30, 1999                 F-6 to F-7

Statements of Cash Flows for the two years ended June 30,
1999 and 1998, and for the  period November 9, 1982 (date       F-8
of inception) to June 30, 1999

Notes to Financial Statements                               F-9 to F-21

<PAGE>

                          STEFANOU & COMPANY, LLP
                       Certified Public Accountants

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

            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

      We  have  audited  the accompanying balance sheets of  Country  World
Casinos,  Inc. (a development stage Company) as of June 30, 1999  and  1998
and  the related statements of losses, stockholders' equity, and cash flows
for   the   years   then  ended.   These  financial  statements   are   the
responsibility  of  the  company's management.  Our  responsibility  is  to
express an opinion on these financial statements based upon our audits.

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

      In  our  opinion, the financial statements referred to above  present
fairly,  in all material respects, the financial position of Country  World
Casinos,  Inc.  as  of  June 30, 1999 and 1998,  and  the  results  of  its
operations  and  its cash flows for the two years ended in conformity  with
generally  accepted accounting principles. We express  no  opinion  on  the
cumulative period from inception through June 30, 1999.


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

McLean, Virginia
December 15, 2000


                                     F-3
<PAGE>


                        COUNTRY WORLD CASINOS, INC.
                      (A developmental stage company)
                               BALANCE SHEET
                          June 30, 1999 and 1998

                                             1999        1998
                    ASSETS
        CURRENT ASSETS:
        Cash                              $      -    $    180
        Prepaid Interest                    91,935      61,290
               Total current assets         91,935      61,470

        Property, Plant & Equipment,
         Net (Note B)                   18,299,381  17,448,883

        OTHER ASSETS
        Deposits                            35,000      35,630

                                       $18,426,316 $17,545,983

                  LIABILITIES
        CURRENT LIABILITIES
        Accounts Payable and Accrued
         Liabilities                    $4,092,644  $3,244,869
        Due to Officers and Parent
         (Note H)                          677,000     417,000
        Other Liabilities                   34,870      14,304
        Note Payable (Note C)              998,000   5,998,000
        Note Payable Related Parties
        (Note D)                         7,853,392   2,199,200
           Total current liabilities    13,655,906  11,873,373

        COMMITMENTS & CONTINGENCIES (NOTE G)

                  STOCKHOLDER'S EQUITY (NOTE F):

        Series  A Preferred Stock,  par
        value    $.001    per    share,
        25,000,000  shares  authorized,
        2,250,000   shares  outstanding
        at June 30, 1999 and 1998            2,250       2,250

        Class  B  Preferred Stock,  par
        value     $.25    per    share,
        5,000,000   shares  authorized,
        1,100,000   shares  outstanding
        at  June  30, 1999 and  100,000
        at June 30, 1998                   275,000      25,000

        Common  Stock, par value  $.001
        per  share,  75,000,000  shares
        authorized  54,331,687   shares
        outstanding  at June  30,  1999
        and 1998                            54,332      54,332

        Additional Paid In Capital      11,176,311  11,176,312

        Deficiency accumulated during
        development stage               (6,737,483) (5,585,284)

          Total stockholder's equity     4,770,410   5,672,610

                                       $18,426,316 $17,545,983

              See accompanying notes to financial statements
                                    F-4

<PAGE>



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


                                                             For the
                                                           period from
                                                            November 9,
                                     Year          Year     1982 (Date
                                    Ended         Ended         of
                                   June 30,        June     Inception)
                                     1999           30,      through
                                                   1998      June 30,
                                                             1999
Costs and Expenses:
    Research & Development         $     -      $     -     $ 122,000
    General and Administrative   1,101,442    1,120,428     6,358,581
    Depreciation                         -        7,905        50,419
    Interest Expense                35,386      131,784       238,615
      Total costs and expenses   1,136,828    1,260,117     6,769,615

        Operating loss          (1,136,828)  (1,260,117)   (6,769,615)

Other Expenses and Income
    Interest Income                      -       14,678       109,490
    Other Income                         -            -           735
    Rental Income                        -            -        45,126
     Loss on Non-Marketable              -            -       (85,000)
     Loss on Disposal of property,
      improvements & equipment     (15,533)           -       (15,533)
    Write Off of Loan Receivable         -            -       (90,000)
    Forfeited Deposit                    -            -      (100,000)
    Net other income (expenses)    (15,533)      14,678      (135,182)


Loss from continuing operations
before extraordinary item and
 income taxes                   (1,152,361)  (1,245,439)   (6,904,797)

Provision for income taxes
 (benefit)                               -            -             -
Loss from continuing operations,
 before extraordinary item      (1,152,361)  (1,245,439)   (6,904,797)
Extraordinary Item
  Extraordinary Gain on
   Forgiveness of Debt,
   Primarily Related Party               -            -       167,152

Net loss                       $(1,152,361) $(1,245,439)  $(6,737,645)

Loss per common share (basic
 and assuming dilution)             $(0.02)      $(0.05)       $(0.75)

Weighted average common shares
 outstanding (see Note I)       54,331,687   23,668,479     8,936,377

              See accompanying notes to financial statements

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


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

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

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

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

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

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

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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

See accompanying notes to financial statements
                                       F-6

</TABLE>
<PAGE>
<TABLE>


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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                 See accompanying notes to financial statements
                                       F-7
</TABLE>
<PAGE>

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


                                          Year        Year       For the period
                                          Ended       Ended     from November 9,
                                          June        June       1982 (Date of
                                           30,         30,        Inception)
                                          1999        1998      through June 30,
                                                                     1999
Cash flows from operating activities:
     Net income from operating
      activities                      (1,152,361)  (1,245,439)   (6,904,797)

     Adjustments to reconcile net
      income to net cash:
         Depreciation                          -        2,353        59,867
         Common stock issued in
          exchange for interest                -            -        14,451
         Common stock issued in
          exchange for services                -      347,257     1,184,757
         Preferred stock issued
          in exchange for services       250,000       25,000       275,000
         Loss on Nonmarketable
          Securities                           -            -       (85,000)
         Write off of Loan Receivable          -            -       (90,000)
         Extraordinary Item,
          Primarily Related Party              -            -       167,152
         Allocation of Management
          Fees - Related Party                 -            -       408,000
             Change in:
               Prepaid expenses and
                other assets             (30,645)      11,850      (779,435)
               Accounts payable and
                accrued expenses         868,341    2,911,700     4,170,853

      Discontinued Operations:
               Net (Loss)                      -            -      (389,286)
               Adjustments to Reconcile
                Net (Loss) to Net Cash
                (Used For) Operating
                Activities Gain on
                Disposal of Assets             -            -       389,286
    Net cash from operating
     activities                          (64,665)   2,052,721    (1,579,152)
Cash flows used in investing
activities:
     Acquisition of Property,
     improvements and equipment, net    (850,500) (4,559,824)   (10,682,601)
     Investment in Patent                      -           -        (62,000)
     Deposits & Other                        630     (35,000)       (35,000)
     (Increase) Decrease in
      Restricted Cash                          -           -              -
     Net cash used in investing
      activities                        (849,870) (4,594,824)   (10,779,601)
Cash flows (used in) provided by
 financing activities:
     Payment of Capital Lease Obligation       -           -         (4,233)
     Proceeds from Long-Term
      Borrowings, net                    914,355   2,537,322      7,139,301
     Proceeds from Stock and
      Warrant Issuance                         -           -      5,220,835
     Capital Contribution                      -           -          2,850
     Net cash provided by financing
      activities                         914,355   2,537,322     12,358,753
Net increase in cash and cash equivalents   (180)     (4,781)             -
Cash and cash equivalents at
 beginning of period                         180       4,961              -
Cash and cash equivalents at end of period  $  -      $  180           $  -

Supplemental Disclosure of Cash Flow:
Cash paid during the period for interest    $  -        $  -        $ 5,761
Cash paid during the period for taxes          -           -              -
Common stock issued for property               -           -        250,000
Preferred stock issued for property            -           -      2,250,000
Common Shares issued for services              -     347,257      1,184,757
Preferred Shares issued for services     250,000      25,000        275,000
Non Cash Acquisition of property,
 improvements, and equipment             850,500   3,871,790      4,722,290
Non Cash Proceeds from Notes Payable     914,355     378,432        952,198

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

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE A-SUMMARY OF ACCOUNTING POLICIES

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

Business and Basis of Presentation

Country  World  Casinos,  Inc., (the  "Company"  or  "Country
World")  is  incorporated under the  laws  of  the  state  of
Nevada.  The Company is engage in the development of  a  full
service  hotel and casino in Blackhawk, Colorado. As of  June
30,  1999, the Company has not commenced construction of  the
planned  casino,  nor has it realized any revenues  from  its
planned operations. Accordingly, the Company is considered to
be in the development stage.

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

Certain  prior  year  amounts  have  been  reclassified   for
comparative purposes.

Revenue Recognition

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

Advertising

The  Company  follows  the policy of charging  the  costs  of
advertising to expenses incurred. The Company  did not  incur
any  advertising costs during the years ended June  30,  1999
and 1998.

Income Taxes

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

                             F-9
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO  FINANCIAL STATEMENTS
                   JUNE 30, 1999 AND 1998

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

Cash Equivalents

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

Property and Equipment

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

Depreciation  expense for the years ended June 30,  1999  and
1998 is $ 0 and $ 7,905, respectively.

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

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


Long-Lived Assets

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

                            F-10
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO   FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

Use of Estimates

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

Concentrations of Credit Risk

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

Stock Based Compensation

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

Liquidity

As  shown  in  the  accompanying  financial  statements,  the
Company incurred a net loss of
$  1,152,361  during  the year ended  June  30,  1999  and  $
1,245,439 during the year ended June 30, 1998.  The Company's
current  liabilities  exceeded  its  current  assets  by    $
13,563,971  as  of  June  30,  1999.  Substantially  all  the
Company's assets are illiquid.

Comprehensive Income

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

                            F-11
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO   FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

Segment Information

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

Net Loss Per Share

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

New Accounting Pronouncements

The   Company  adopted  Statement  of  Financial   Accounting
Standards  No. 132, Employers' Disclosures about Pension  and
Other  -Post  Employment Benefits (SFAS 132)  in  the  year
ended  June  30,  1998.  SFAS No. 132 establishes  disclosure
requirements   regarding   pension   and   post    employment
obligations. SFAS No. 132 does not effect the Company  as  of
June 30, 1999.

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

                            F-12
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO   FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)

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

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

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

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

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

                            F-13
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO  FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE B- PROPERTY AND EQUIPMENT, NET

Property and equipment at June 30 were as follows:

                                  1999         1998
Land and improvements         $18,299,381  $17,433,339
Furniture and fixtures                  -       38,889
                               18,299,381   17,472,238
Less: accumulated depreciation          -      (23,355)
                              -----------   ----------
                              $18,299,381   17,448,883

Interest capitalized during the years ended June 30, 1999 and
1998 amounted to $ 1,549,666 and $ 1,275,284, respectively.

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

NOTE  C -NOTES PAYABLE

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

                                           1999         1998
Mortgage note payable in monthly
installments of interest only at
the bank prime rate + 3% ;
payable on demand and secured by
a third deed of trust on real
property and improvements. The
Company is in default under the
terms of the mortgage note.          $  998,000   $  998,000


Mortgage note payable to an entity
controlled by a significant
stockholder of the Company, payable
in monthly installments of interest
only at 24% per annum; payable on
demand  and secured by a first deed
of trust  on real property  and
improvements.  The Company  is
in  default under  the terms of
the mortgage note  (see
Note F).                                     $ -   $5,000,000

                                     ----------   ----------
                                     $  998,000   $5,998,000


                            F-14
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO  FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE D-NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties  at June 30, 1999 and 1998
are as follows:
                                                1999        1998
Mortgage   note  payable   to   an   entity
controlled by a significant stockholder  of
the    Company,    payable    in    monthly
installments of interest only  at  24%  per
annum; payable on demand  and secured by  a
first  deed of trust  on real property  and
improvements.  The note was aquired in 1999
from an unrelated party.  The Company is in
default under  the terms of the mortgage
note  (see Note F).                          $5,000,000  $        -

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

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

Mortgage note payable to an entity
controlled by a significant stockholder of
the Company, payable in monthly
installments of interest only at 12 % per
annum; payable on demand due and secured by
a fifth deed of trust on real property and
improvements. The Company is in default
under the terms of the mortgage note  (see
Note F).                                        600,000     274,200

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


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

                            F-15
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
               NOTES TO  FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE D-NOTES PAYABLE TO RELATED PARTIES (continued)

Mortgage note payable to an entity
controlled by a significant stockholder of
the Company, payable in monthly
installments of interest only at 8 % per
annum; payable on demand due and secured by
deed trust on real property and
improvements. The Company delivered a deed
in lieu of foreclosure in 1999 (see Note
B).                                                      -     725,000
                                               ----------- -----------
                                               $ 7,853,392 $ 2,199,200

NOTE E-INCOME TAXES

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

At  June  30,  1999,  the Company has available  for  federal
income  tax purposes a net operating loss carryforward  of  $
6,737,645 expiring through the year 2014, that may be used to
offset  future  taxable income.  The Company has  provided  a
valuation  reserve  against  the  full  amount  of  the   net
operating  loss benefit, since in the opinion  of  management
based  upon the earnings history of the Company, it  is  more
likely than not that the benefits will not be realized.   Due
to  significant  changes  in  the  Company's  ownership,  the
Company's future use of its existing net operating losses may
be limited.

Components of deferred tax assets as of June 30, 1999 are  as
follows:

Non current:
Net operating loss carryforward        $ 2,290,799
Valuation allowance                     (2,290,799)
                                       ------------
Net deferred tax asset                 $         -


NOTE F-CAPITAL STOCK

Preferred Stock

The  Company  is  authorized to issue  25,000,000  shares  of
preferred  stock,  $.001  par  value,  with  certain  rights,
preferences and designations, to be issued in a manner to  be
determined by the Company's Board of Directors.
                            F-16
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE F-CAPITAL STOCK (continued)

Series A Convertible Preferred Stock

The  Company's preferred stock includes Series A  Convertible
Preferred ("Convertible Preferred") stock valued at $.001 per
share.   The  maximum issuable shares under  the  series  are
2,250,000  shares.   Holders  of  the  Convertible  Preferred
shares  shall  be  entitled to dividends as declared  by  the
Board of Directors.

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

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

As  of  June  30, 1999, there were 2,250,000  shares  of  the
Series A Convertible Preferred Stock issued and outstanding (
See Note J).


Class B Convertible Preferred Stock

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

                            F-17
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE F-CAPITAL STOCK  (continued)

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

During  the  year ended June 30, 1998, the Company  converted
4,000,000  shares of its Class B shares to 40,000,000  shares
of its Common Stock.

During  the  year  ended June 30, 1998,  the  Company  issued
100,000  shares  of  its  Class  B  shares  in  exchange  for
professional services.

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

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

Common Stock

The  Company  is  authorized to 75,000,000 shares  of  common
stock  having a par value of  $ .001 per share. At  June  30,
1999,   there   were  54,331,687   shares  of  common   stock
outstanding.

                            F-18
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE F-CAPITAL STOCK  (continued)

Warrants to Purchase  Common Stock

As   of    June  30,  1999  ,  the  Company  had  outstanding
13,000,000  warrants  to purchase 13,000,000  shares  of  the
Company's  common stock at $.20 per share with no expiration.
The  warrants were issued as additional consideration  to  an
entity  controlled  by the Company's Chairman  of  the  Board
which  advanced  the Company funds in the  form  of  mortgage
notes payable secured by deeds of trust on the Company's land
and improvements (see Note D).

As  of  June 30, 1999, the Company had outstanding  1,000,000
warrants to purchase 1,000,000 shares of the Company's common
stock at $.06 per share with no expiration. The warrants were
issued  as compensation for financial consulting services  to
an  entity  controlled by a family member  of  the  Company's
Chairman of the Board.

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

NOTE G-COMMITMENTS AND CONTINGENCIES

Lease Commitments

Beginning  in  1999, the  Company leases office  space  on  a
month to month basis from an entity whose principal owner  is
a  significant shareholder of the Company. During  the  years
ended  June  30,  1999 and 1998, the Company incurred  rental
expense of $ 34,258 and $29,020, respectively.


Employment and Consulting Agreements

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

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

                            F-19
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE G- COMMITMENTS AND CONTINGENCIES (continued)

Litigation

In   June  ,  1995, Tommyknocker Casino Corp. and New  Allied
Development    Corporation    ("Tommyknocker"),    filed    a
counterclaim against the Company in the District Court of the
state  of  Colorado. The counterclaim alleged the non-payment
of  principal and interest of amounts owed by the Company  in
connection with a mortgage loan agreement by and between  the
Company   and  Tommyknocker  Casino  Corp.  and  New   Allied
Development Corporation(see Note J).


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

Environmental Indemnification

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

                            F-20
<PAGE>

                 COUNTRY WORLD CASINOS, INC.
               (A developmental stage company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 1999 and 1998

NOTE H-RELATED PARTY TRANSACTIONS

Due to Officers

The  amount due to the Company's officers  at June  30,  1999
and 1998 represents aggregate advances to the Company (net of
repayments).  No formal agreements or repayment terms exist.

NOTE I-LOSSES PER SHARE

The  following table presents the computation  of  basis  and
diluted loss per share:
                                                   1999        1998
Net (loss) available for common shareholders   $(1,152,361)  $(1,245,439)
Basic  and  fully diluted  loss per share           $ (.02)       $ (.05)
Weighted average common shares outstanding      54,331,687    23,668,479

Net  loss  per  share is based upon the weighted  average  of
shares of common stock outstanding June 30, 1999 and 1998.

NOTE J- SUBSEQUENT EVENTS

In  October  1999,  the  Company  settled  the  lawsuit  with
Tommyknocker  at  no cost to the Company. In connection  with
the  settlement,  the  Company  issued  2,250,000  shares  of
Company  common  stock  to   Tommyknocker  in  exchange   for
2,250,000  shares  of  Series A Convertible  Preferred  stock
held by Tommyknocker (see Note F).

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

                            F-21
<PAGE>