<PAGE>
                   U. S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB
(Mark One)
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
               For the quarterly period ended December 31, 1996

[  ] 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 0-15415

                             GLOBAL CASINOS, INC.
                             --------------------
       (Exact Name of Small Business Issuer as specified in its Charter)

      Utah                                               84-0340206
      ----                                               ----------
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                      Identification No.)

       1777 South Harrison Street, The Skydeck, Denver, Colorado  80210
       ----------------------------------------------------------------
                   (Address of Principal Executive Offices)

                                (303) 756-3777
                                --------------
                          (Issuer's telephone number)
              --------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of 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  /  /

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.      Yes  /  /     No  /  /

As of February 15, 1997, 1,318,588 shares of Common Stock of the Registrant
were outstanding.

Transitional Small Business Disclosure Format   Yes  /  /    No  / X /

<PAGE>
<PAGE>
                                     INDEX

PART 1.   FINANCIAL INFORMATION:

          Item 1.   Financial Statements

                    Balance Sheet at December 31, 1996 (unaudited) and
                    June 30, 1996

                    Statement of Operations for the Three Months Ended
                    December 31, 1996 (unaudited) and December 31, 1995
                    (unaudited)

                    Statement of Operations for the Six Months Ended
                    December 31, 1996 (unaudited) and December 31, 1995
                    (unaudited)

                    Statement of Cash Flows for the Six Months Ended
                    December 31, 1996 (unaudited) and December 31, 1995
                    (unaudited)

                    Notes to Unaudited Financial Statements

          Item 2.   Management's Discussion and Analysis


PART II.  OTHER INFORMATION:

          Item 1.   Legal Proceedings

          Item 2.   Changes in Securities

          Item 3.   Default Upon Senior Securities

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

          Item 5.   Other Information

          Item 6.   Exhibits and Reports on Form 8-K

<PAGE>
                        PART 1.  FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

          The accompanying Balance Sheet at December 31, 1996, Statement of
Operations for the Three Months and Six Months Ended December 31, 1996 and
December 31, 1995, and Statement of Cash Flows for the Six Months Ended
December 31, 1996 and December 31, 1995 are unaudited but reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the financial position and results of operations for the interim
period presented.

<PAGE>
<PAGE>
<TABLE>
                     GLOBAL CASINOS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET

<CAPTION>
                                               December 31,     June 30,
                                                   1996           1996
                                                (unaudited)
                                               ------------   ------------
<S>                                            <C>            <C>         
ASSETS
------
Current assets:
  Cash                                         $ 1,753,938    $   887,374 
  Receivables, related parties                      24,126         23,511 
  Accounts receivable, net of
    allowance for doubtful 
    accounts of $7,000 at
    December 31, 1996 and $4,000
    at June 30, 1996                               156,633         73,884 
  Prepaid expenses and other                        57,166         29,459 
  Current portion of notes receivable               55,491         53,734 
                                               ------------   ------------
Total current assets                             2,047,354      1,067,962 

Note and interest receivable, subject
  to cancellation due to Chapter 11
  Bankruptcy                                                    1,217,588 

Land, buildings and equipment:
  Land                                             531,715        531,715 
  Buildings                                      3,913,510      3,913,510 
  Equipment                                      2,530,795      1,998,414 
                                               ------------   ------------
                                                 6,976,020      6,443,639 
  Accumulated depreciation                      (1,366,887)    (1,120,353)
                                               ------------   ------------
Net land, buildings and equipment                5,609,133      5,323,286 

Other assets, net of amortization of 
  $34,702 at December 31, 1996 and 
  $31,002 at June 30, 1996                          88,905         62,841 

Leasehold and contract rights, net of
  amortization of $899,774 at December 31,
  1996 and $714,124 at June 30, 1996             2,228,626      2,414,276 

Notes receivable, net of current portion,
  including receivables in default
  and note receivable from a related
  party for $325,000                               798,470        501,659 
                                               ------------   ------------
Total assets                                   $10,772,488    $10,587,612 
                                               ===========    =========== 
</TABLE>

<PAGE>
<PAGE>
<TABLE>
                     GLOBAL CASINOS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                                  (CONTINUED)

<CAPTION>
                                               December 31,     June 30,
                                                   1996           1996
                                                (unaudited)
                                               ------------   -------------
<S>                                            <C>            <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
  Accounts payable, includes related
    party payables of $21,984 at
    December 31, 1996 and $143,245
    at June 30, 1996                           $   518,219    $   735,437 
  Accrued expenses                               1,379,603        784,817 
  Accrued interest                                  94,700        231,775 
  Notes payable, related parties                    47,158         52,158 
  Current portion of long-term debt
    including debt in default                      989,032        998,021 
  Mandatory redeemable convertible 
    Class A preferred stock, in default             53,500         88,500 
                                               ------------   ------------
Total current liabilities                        3,082,212      2,890,708 

Liabilities subject to compromise                               5,085,705 
Long-term debt, less current portion             3,852,892         52,266 
                                               ------------   ------------
Total liabilities                                6,935,104      8,028,679 
                                               ------------   ------------
Minority interest                                   33,963         17,969 
                                               ------------   ------------
Commitments and Contingencies

Stockholders' equity:
  Class A preferred stock - Convertible
    nonvoting, $2 par value:
    Authorized - 10,000,000 shares;
    Issued and outstanding - 610,250
    shares at December 31, 1996 and
    688,500 shares at June 30, 1996              1,109,141      1,251,361 
  Common stock - $.05 par value:
    Authorized - 5,000,000 shares;
    Issued and outstanding - 1,318,588
    shares at December 31, 1996 and
    1,283,419 shares at June 30, 1996
    (restated to reflect 1-for-10
    reverse split of stock effected
    on November 18, 1996)                           65,970         64,494 
  Additional paid-in capital                     8,069,477      7,819,454 
  Accumulated deficit                           (5,441,167)   (6,594,345) 
                                               ------------   ------------
Total stockholders' equity                       3,803,421      2,540,964 
                                               ------------   ------------
Total liabilities and stockholders' equity     $10,772,488    $10,587,612 
                                               ===========    =========== 
See accompanying notes.

</TABLE>

<PAGE>
<PAGE>
<TABLE>
                     GLOBAL CASINOS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                              Three Months Ended December 31,
                                                   1996           1995
                                                (unaudited)    (unaudited)
                                               ------------   ------------
<S>                                            <C>            <C>         
Revenues:
  Casino                                       $ 2,407,725    $ 1,900,115 
  Food and beverage                                 97,856        121,609 
  Other                                             16,272 
                                               ------------   ------------
                                                 2,521,853      2,021,724 
                                               ------------   ------------
Expenses:
  Operating, general and 
    administrative                               2,171,577      1,815,755 
  Depreciation                                     127,388        108,065 
  Amortization                                      99,955         91,815 
                                               ------------   ------------
                                                 2,398,920      2,015,635 
                                               ------------   ------------
Income from operations                             122,933          6,089 
                                               ------------   ------------
Other income (expense):
  Interest income                                    6,384         44,457 
  Interest expense (contractual
    interest of $125,962 (1996)
    and $157,905 (1995))                           (62,455)      (136,859)
                                               ------------   ------------
                                                   (56,071)       (92,402)
                                               ------------   ------------
Income (loss) before reorganization 
  items, extraordinary items and 
  minority interest                                 66,862        (86,313)
                                               ------------   ------------
Reorganization items:
  Interest earned on accumulated cash
    resulting from Chapter 11 proceedings            4,672              - 
  Professional fees                                 (4,911)             - 
                                               ------------   ------------
                                                      (239)             - 
Income (loss) before minority interest
  and extraordinary item                            66,623        (86,313)

Gain from debt restructuring                     1,450,392        201,814 

Minority interest in income 
  of subsidiary                                    (46,362)      (108,756)
                                               ------------   ------------
Net income                                     $ 1,470,653    $     6,745 
                                               ===========    =========== 
Net income per share                           $      1.12    $      0.00 
                                               ===========    =========== 
Weighted average number of shares outstanding
  (restated to reflect 1-for-10 reverse split
  of stock effected on November 18, 1996)        1,314,801      1,034,662 
                                                 =========      ========= 
See accompanying notes.
</TABLE>

<PAGE>
<PAGE>
<TABLE>
                     GLOBAL CASINOS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                               Six Months Ended December 31,
                                                   1996           1995
                                                (unaudited)    (unaudited)
                                               ------------   ------------
<S>                                            <C>            <C>         
Revenues:
  Casino                                       $ 4,115,536    $ 3,544,027 
  Food and beverage                                187,057        179,516 
  Other                                             44,600          4,602 
                                               ------------   ------------
                                                 4,347,193      3,728,145 
                                               ------------   ------------
Expenses:
  Operating, general and administrative          3,960,413      3,387,567 
  Depreciation                                     246,534        214,435 
  Amortization                                     189,350        177,380 
                                               ------------   ------------
                                                 4,396,297      3,779,382 

Loss from operations                               (49,104)       (51,237)
                                               ------------   ------------
Other income (expense):
  Interest income                                   12,982         73,112 
  Interest expense                                (156,354)      (294,764)
                                               ------------   ------------
                                                  (143,372)      (221,652)
Loss before reorganization items, extra-
  ordinary items and minority interests           (192,476)      (272,889)
                                               ------------   ------------
Reorganization items:
  Interest earned on accumulated cash
    resulting from Chapter 11 proceedings            7,608              - 
  Professional fees                                (11,111)             - 
                                               ------------   ------------
                                                    (3,503)             - 
  Income (loss) before minority
    interest and extraordinary items              (195,979)      (272,889)

  Gain from debt restructuring                   1,450,392        201,814 

Minority interest in income of a subsidiary       (101,235)      (177,070)
                                               ------------   ------------
Net income (loss)                              $ 1,153,178    $  (248,145)
                                               ===========    ============
Net income (loss) per share                    $      0.88    $     (0.02)
                                               ===========    ============
Weighted average number of shares 
  outstanding (restated to reflect 
  1-for-10 reverse split of stock 
  effected on November 18, 1996)                 1,306,525      1,004,051 
                                                 =========      ========= 
See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
                     GLOBAL CASINOS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                               Six Months Ended December 31,
                                                   1996           1995
                                                (unaudited)    (unaudited)
                                               ------------   ------------
<S>                                            <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating
  activities                                   $   616,338    $   402,417 
                                               ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets                                       (29,764)        (2,732)
Purchase of equipment                             (534,380)       (87,334)
Note receivable                                   (325,000)             - 
Proceeds from sale of equipment                      1,999              - 
Collections on notes receivable                     26,432         44,773 
Distribution to minority interest                  (85,241)       (37,808)
                                               ------------   ------------
Net cash used in investing activities             (945,954)       (83,101)
                                               ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes                       (191,970)      (178,076)
Borrowings against notes payable                 1,388,150            285 
Proceeds from issuance of common stock                   -        137,514 
                                               ------------   ------------
Net cash provided by (used in) 
  financing activities                           1,196,180        (40,277)
                                               ------------   ------------
Net increase in cash                               866,564        279,039 

Cash, beginning period                             887,374        564,996 
                                               ------------   ------------
Cash, end period                               $ 1,753,938    $   844,035 
                                               ===========    =========== 
Supplemental cash flow information:
  Cash paid for interest                       $     3,328    $   157,522 
                                               ===========    =========== 
Supplemental disclosure of non-cash 
investing and financing activities:

Debt converted to common stock:                $   109,279    $         - 
                                               ------------   ------------
                                               $   109,279    $         - 
                                               ===========    =========== 
Acquisition of additional interest in
  BPJ Holdings, N.V. and Casino Las
  Vegas in exchange for the Company's
  interest in Casino Lazurnaya:

  Assets and liabilities exchanged:
    Accounts receivable                        $         -    $   (55,753)
    Equipment, net                                       -       (515,262)
    Leasehold and contract rights                        -       (516,832)
    Accrued expenses                                     -         17,388 
  Assets acquired and liability released:
    Note receivable                                      -        200,000 
    Accounts payable                                     -         45,459 
                                               ------------   ------------
  Leasehold and contract rights                $         -    $   825,000 
                                               ===========    =========== 
See accompanying notes.
</TABLE>
<PAGE>
<PAGE>
                      GLOBAL CASINOS, INC. & SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                               December 31, 1996
                                  (unaudited)


1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    -----------------------------------------------------------

BASIS OF PRESENTATION AND MANAGEMENT'S PLANS

The accompanying financial statements have been prepared assuming that Global
Casinos, Inc. (the "Company") will continue as a going concern.  The Company
has recurring operating losses and a working capital deficiency.  In addition,
the Company is in default on approximately $250,000 of its loan agreements. 
These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of these uncertainties.

Management is currently in the process of renegotiating its current debts in
order to extend the maturities.  On October 18, 1995, Casinos U.S.A., Inc., a
wholly-owned subsidiary, filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code to prevent the foreclosure of its Bull Durham
property.  On December 18, 1996, the U.S. Bankruptcy Court confirmed Casinos'
Second Amended Plan of Reorganization dated September 4, 1996.  Management
believes that between anticipated improvements in casino operations and debt
restructuring, it will have the necessary capital to continue operations.

ORGANIZATION AND CONSOLIDATION

Global Casinos, Inc., a Utah corporation, develops and operates gaming casinos
domestically and internationally.  The consolidated financial statements of the
Company include the accounts of the following wholly-owned subsidiaries.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.

     BPJ HOLDINGS N.V. ("BPJ"), a Curacao Limited Liability Company, which
     operates the Casino Masquerade on the Caribbean resort island of Aruba.

     GLOBAL PELICAN N.V. ("Pelican"), a St. Maarten Limited Liability Company
     which operates the Pelican Casino located on the island of St. Maarten in
     the Netherland Antilles.  Pelican operates the casino under a Management
     and Operating Lease Agreement.

     CASINOS U.S.A., INC. ("Casinos U.S.A."), a Colorado corporation, which
     owns and operates the Bull Durham Saloon and Casino ("Bull Durham"),
     located in the limited stakes gaming district in Black Hawk, Colorado.

     GLOBAL CASINOS INTERNATIONAL, INC. ("Global International"), a Delaware
     corporation, which through July 15, 1995 owned an 80% interest in an
     International Joint Venture ("IJV") which held certain rights to develop
     and operate gaming casinos in several international locations.  Through
     the IJV, the Company opened Casino Lazurnaya in Sochi, Russia and Casino
     Las Vegas in Bishkek, Kyrgyzstan.  Effective July 15, 1995, the Company
     exchanged its interest in Global International and Casino Lazurnaya for an
     additional interest in BPJ and the Casino Las Vegas.  Through this
     transaction, the Company owns 100% of BPJ and an original 61% profits
     interest in the Casino Las Vegas.  Effective September 18, 1996, the
     Company has a fifty percent (50%) profits interest in the Casino Las
     Vegas.

<PAGE>
     COLORADO GAMING PROPERTIES, INC. ("CGP"), a Colorado corporation, which
     through June, 1996, owned two non-operating real estate properties, the
     Nitro Club and Gas Light properties located in Central City, Colorado.

     LINCOLN CORPORATION ("Lincoln"), a South Dakota corporation, which
     operated the Last Chance Saloon ("Last Chance") in Deadwood, South Dakota
     under a lease agreement.  Last Chance was closed effective May 31, 1994,
     and the lease agreement was terminated.

     WOODBINE CORPORATION ("Woodbine"), a South Dakota corporation, which
     operated Lillie's Casino ("Lillie's") in Deadwood, South Dakota.  Lillie's
     was closed effective June 30, 1995.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  There has not been any significant change in the
Company's significant accounting policies nor has there been any significant
development in contingent liabilities and commitments.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.  The
results for these interim periods are not necessarily indicative of the results
for the entire year.  These statements should be read in conjunction with the
financial statements and footnotes thereto included in the Form 10-KSB for the
fiscal year ended June 30, 1996.

RECLASSIFICATIONS

Certain amounts reported in the 1995 interim financial statements have been
reclassified to conform to classifications in the 1996 interim financial
statements.

2.   BANKRUPTCY OF CASINOS U.S.A.
     ----------------------------
Casinos U.S.A. ("Debtor") was in default under all of its secured obligations
encumbering the Bull Durham.  The efforts of the Company to negotiate
restructured terms for the repayment of the secured obligations were
unsuccessful.  As a result, on October 18, 1995, Casinos U.S.A. filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code. 
Under Chapter 11, claims against the Debtor in existence prior to the Chapter
11 filing of the petition are stayed while the Debtor formulates and obtains
confirmation of a Plan of Reorganization.  These claims are reflected in the
June 30, 1996 balance sheet as "liabilities subject to compromise".  Additional
claims (liabilities subject to compromise) may arise subsequent to the filing
date resulting from rejection of executory contracts, including leases, and
from the determination by the court (or agreed to by parties in interest) of
allowed claims for contingencies and other disputed amounts.  Claims secured
against the Debtor's assets ("secured claims") also are stayed, although the
holders of such claims have the right to move the court for relief from the
stay.  Secured claims are secured primarily by liens on the Debtor's property. 
The Court confirmed the Debtor's Second Amended Plan of Reorganization (the
"Plan") on December 18, 1996.  The effective date of the Plan is January 17,
1997.

As a result of the Court's approval and confirmation of the Debtor's Plan, the
Company recognized an extraordinary gain on the extinguishment of debt of
$1,285,765.

<PAGE>
Condensed financial information for Casinos U.S.A. is as follows:
<TABLE>
<CAPTION>
                                               December 31,     June 30,
                                                   1996           1996
                                                (unaudited)
                                               ------------   ------------
<S>                                            <C>            <C>         
BALANCE SHEET INFORMATION:
Current assets                                 $   592,607    $   459,363 
Net land, buildings and equipment                4,005,342      4,048,618 
Note receivable, subject to cancellation                 -      1,217,588 
Intercompany receivables                            72,500        212,063 
                                               ------------   ------------
Total assets                                   $ 4,670,449    $ 5,937,632 
                                               ===========    =========== 
Accounts payable and accrued 
  expenses, not subject to
  compromise, all current                      $   165,160    $    50,884 
Current portion of long-term debt                  163,111              - 
Liabilities subject to compromise:
  Secured claims                                         -      4,941,248 
  Unsecured priority and
  non-priority claims                                    -        144,457 
Intercompany liabilities                                 -      1,368,148 
Secured inter-company debts                        259,418              - 
Long-term debt                                   2,427,346              - 
                                               ------------   ------------
Total liabilities                                3,015,035      6,504,737 

Shareholder's earnings (deficit)                 1,655,414       (567,105)
                                               ------------   ------------
                                               $ 4,670,449    $ 5,937,632 
                                               ===========    =========== 
OPERATING INFORMATION:
Net revenues                                   $ 1,192,644    $ 1,958,349 
Total operating expenses                         1,105,503      1,712,996 
                                               ------------   ------------
Income from operations                              87,141        245,353 
Interest income                                          -         96,781 
Interest expense                                  (107,100)      (477,489)
Reorganization items                                (3,503)       (32,449)
Gain from reorganization                         1,987,801              - 
                                               ------------   ------------
Net income (loss)                              $ 1,964,339    $  (167,804)
                                               ===========    ============
</TABLE>

Intercompany receivables, liabilities, equity, income and expenses are
eliminated in consolidation at June 30, 1996 and December 31, 1996.  The
Company does not anticipate any income taxes from the gain from reorganization
due to the net operating loss carryforwards.

As set forth above, on December 18, 1996, the Bankruptcy Court confirmed the
Company's Plan of Reorganization ("Plan").  The confirmed Plan requires the
following:

     Creditors classified as holders of administrative claims, priority claims
     (including taxes and wages), and administrative convenience classes with a
     total amount of $95,690 are payable, in full, within thirty (30) days
     following the Effective Date of the Plan.  Approximately $21,000 of these
     claims were paid in January, 1997.

<PAGE>
     Creditors classified as holders of Senior Secured Debt in the total amount
     of $1,280,102 will receive new promissory notes totalling $1,101,647 and
     bearing interest at the rate of seven percent (7%), with monthly principal
     and interest payments of $7,329 with all unpaid principal and interest due
     in January, 2004.  The Promissory Notes are secured by a first deed of
     trust on real estate.

     Creditors classified as holders of Junior Secured Debt in the total amount
     of $3,257,170 ($1,217,588 of which represents debt included in a wrap-
     around mortgage which was cancelled pursuant to the terms of the Plan)
     will receive new promissory notes totalling $1,248,353 and bearing
     interest at the rate of nine-point-two percent (9.2%), with monthly
     principal and interest payments of $10,225 with all unpaid principal and
     interest due in January, 2004.  In addition, these creditors are allowed
     an unsecured claim of $50,000, which was paid within thirty (30) days
     following the Effective Date of the Plan.

     Creditors classified as holders of subordinated debt in the total amount
     of $329,626 ($258,180 of which is held by a related party) shall receive
     either new promissory notes bearing no interest, payable out of available
     cashflow and due in January, 2004 or issuance of stock in the reorganized
     Debtor under the terms of the Plan.  The claim of the related party in the
     amount of $258,180 will receive 100% of the outstanding stock of the
     reorganized Debtor.  The remaining creditors will receive non-interest
     bearing promissory notes in the amount of $71,445.

     The Creditor classified as the holder of an Allowed Unsecured Claim
     (Class 9) in the total amount of $403,976, which claim is secured by a
     security interest in equipment owned by the Debtor, will receive a new
     promissory note in the amount of $243,200 and bearing interest at the rate
     of ten percent (10%).  The Debtor shall pay the Creditor the sum of
     $35,000 within thirty (30) days of the Effective Date of the Plan. 
     Thereafter, the Debtor shall make thirty-five (35) monthly payments of
     $6,000, and one (1) balloon payment of all unpaid principal and interest. 
     In addition, the Creditor shall be allowed a Class 11 unsecured claim, in
     the total amount of $75,000, such claim to be paid from available cashflow
     over a period not to exceed seven (7) years.

     The Plan also provides for an administrative convenience class for
     creditors holding allowed unsecured claims which do not exceed $51,500 or
     which exceed $5,150 and the holder thereof has elected to reduce their
     claim to $1,500.  Creditors holding allowed Class 10 claims shall be paid
     100% of their claims within the thirty (30) day period following the
     Effective Date of the Plan.  The total amount of Class 10 claims paid
     pursuant to the Plan is $15,721.12.

     Creditors classified as holders of Allowed Unsecured Claims (Class 11) in
     the total amount of $123,380.05 shall be paid a pro rata amount of their
     allowed claims from a pool of $50,000.00 less amounts paid to the holders
     of Class 10 Allowed Unsecured Claims, in cash within thirty (30) days
     following the Effective Date.  Approximately $10,000 of this amount was
     paid in January, 1997.  The holders of Class 11 Allowed Unsecured Claims
     shall also receive non-interest bearing promissory notes for the remainder
     of their Allowed Claims payable within seven (7) years of the Effective
     Date of the Plan.  The Debtor will make reasonable efforts to prepay the
     Class 11 promissory notes (pro rata with payments on the Class 12
     promissory notes) from available net cash flow not otherwise committed
     under the Plan.

     Creditors classified as Related Parties and Unsecured Accrued Interest in
     the approximate amount of $1,100,000 shall receive nothing under the Plan.

<PAGE>
     The Shareholders of all of the stock of the Debtor shall receive nothing
     under the Plan, and all outstanding stock of the Debtor shall be
     cancelled.

     In addition to the above-stated terms, the Senior Secured Debt Holders and
     the Junior Secured Debt Holders shall receive warrants that permit their
     holders to purchase from the reorganized Debtor an amount of common stock
     so that immediately after exercise, the Warrant holders will own eighty
     percent (80%) of the common stock of the Debtor.  The Warrants shall be
     exercisable at any time from one year after the Effective Date and before
     seven (7) years after the Effective Date, but only subsequent to a sale of
     substantially all of the Debtor's assets, merger, recapitalization,
     refinance or other restructuring.  The Warrants shall terminate after all
     of the indebtedness to that holder of the Warrant has been paid, even
     where seven (7) years from the Effective Date have not passed, so long as
     there has been no merger, recapitalization, restructuring, refinance or
     sale of substantially all of the assets of the Debtor prior to the payment
     of such indebtedness.

3.   NOTES PAYABLE
     -------------
In October, 1996, the Company raised $630,250 through an offering of Units
("Units"), each Unit consisting of one (1) eight percent (8%) $1,000
convertible Promissory Note ("Promissory Note"), 200 Class E Common Stock
Purchase Warrants ("E Warrants"), 200 Class F Common Stock Purchase Warrants
("F Warrants"), and 200 Class G Common Stock Purchase Warrants ("G Warrants"). 
The Promissory Note is convertible to common stock at $5.00 per $1.00 loaned
and the Promissory Notes are due October 31, 1998.  The Class E Warrants, F
Warrants and G Warrants are exercisable at $6.00, $7.00, and $8.00,
respectively.

By Letter Agreement dated July 31, 1996, the Company was able to renegotiate
the terms of a $750,000 Convertible Note.  The restructured terms call for the
conversion price to be lowered from $30.00 per $1.00 loaned to $10.00 per $1.00
loaned.  Interest on the Convertible Note was reduced from nine percent (9%) to
seven percent (7%) and all prior accrued interest was waived which resulted in
a $164,627 gain from debt restructuring.  In addition, the Company shall assign
its secured indebtedness on Casinos in the amount of $249,418 to the holder of
the $750,000 Convertible Note as a principal reduction of this note.  This
Letter Agreement is effective upon the effective date of Casinos U.S.A.'s
Bankruptcy Plan.

4.   STOCKHOLDERS' EQUITY
     --------------------
On November 18, 1996, the Company effected a one-for-ten (1-for-10) reverse
split of its securities pursuant to the prior authorization of its shareholders
and Board of Directors.

During the six (6) months ended December 31, 1996, the Company issued 35,169
shares of Common Stock, consisting of 78,250 shares of Class A Preferred Stock,
that were converted into 13,911 shares of Common Stock.  The Company exchanged
21,258 shares of Common Stock for debt reduction of $109,279.

<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
document.

LIQUIDITY AND CAPITAL RESOURCES - DECEMBER 31, 1996 COMPARED TO JUNE 30, 1996

     The Company is organized as a holding company for several entities holding
gaming-related properties.  The independent auditors' report on the Company's
June 30, 1996 consolidated financial statements contains an explanatory
paragraph that discusses certain conditions that raise substantial doubt about
the Company's ability to continue as a going concern.  The Company has
recurring operating losses and a working capital deficiency.  In addition, the
Company is in default on a significant amount of its loan proceedings, and
Casinos U.S.A. has filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code.  Casinos U.S.A. received Bankruptcy Court approval for
its Chapter 11 Plan of Reorganization on December 18, 1996.  These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.  Management is currently in the process of renegotiating its current
debts in order to extend the maturities.  Also, the Company continually
investigates opportunities to undertake further financings.  If these efforts
are successful, of which there can be no assurance, management believes that it
will have the necessary capital to continue operations.

     Casinos U.S.A. ("Debtor") was in default under all of its secured
obligations encumbering the Bull Durham.  The efforts of the Company to
negotiate restructured terms for the repayment of the secured obligations were
unsuccessful.  As a result, on October 18, 1995, Casinos U.S.A. filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code. 
Under Chapter 11, certain claims against the Debtor in existence prior to the
filing of the Chapter 11 petition are stayed while the Debtor formulates and
obtains confirmation of a Plan of Reorganization.  These claims are reflected
in the June 30, 1996 balance sheet as "liabilities subject to compromise". 
Additional claims (liabilities subject to compromise) may arise subsequent to
the filing date resulting from rejection of executory contracts, including
leases, and from the determination by the court (or agreed to by parties in
interest) of allowed claims for contingencies and other disputed amounts. 
Claims secured against the Debtor's assets ("secured claims") also are stayed,
although the holders of such claims have the right to move the court for relief
from the stay.  Secured claims are secured primarily by liens on the Debtor's
property.  On December 18, 1996 the Debtor's Second Amended Plan of
Reorganization was confirmed by the Bankruptcy Court.

     The Company is in the process of renegotiating its current debts to
compromise the amounts or to extend the maturities.  Management believes that
between anticipated improvements in casino operating results and debt
restructuring, the Company will have the capital necessary to continue
operations.

     The Company's balance sheet reflects an increase in current assets and
total assets, and negative working capital.  Specifically, current assets
increased from $1,067,962 at June 30, 1996, to $2,047,354 at December 31, 1996,
an increase of $979,392 or 91.7%.  At December 31, 1996, the Company showed
increases in cash of $866,564, or 97.6%, accounts receivable of $83,364, or
85.5%, the majority of which resulted from an agreement by which the Company
paid certain Pelican Casino employee bonuses and vacation pay under terms that
the prior operators of the Pelican Casino will reimburse the Company, in full,
for this expense.  Prepaid expenses and other increased $27,707, or 94.1%.

<PAGE>
     At December 31, 1996, the Company's investment in property, plant and
equipment increased by $532,381, or 8.3%, the majority of which is due to
improvements in equipment and leasehold improvements at the Pelican Casino. 
Other assets increased by $26,064 or 41.4%.  Leasehold and contract rights
decreased by $185,650 due to amortization expense.  Notes receivable increased
by $325,000 due to a loan to a related party for development costs to explore
gaming opportunities on the Internet.  This was offset by $26,432 of
collections on a note receivable.

     Current liabilities increased from $2,890,708 at June 30, 1996, to
$3,082,212 at December 31, 1996, or 6.6%.  This increase is comprised of an
increase in accrued expenses of $594,786, the majority of which is attributable
to the Pelican Casino.

  These increases are offset by a reduction in accounts payable of $217,218,
mandatory redeemable preferred stock of $35,000, accrued interest of $137,075,
and notes payable to related parties of $5,000.

     As a result of the foregoing increases in current assets and in current
liabilities, the Company's working capital deficit decreased from $(1,822,746)
on June 30, 1996, to $(1,034,858) on December 31, 1996, a decrease of $787,888,
or 43.2%.  The current ratio increased from (.37) to (.66).  The Company
continues to face a severe shortage of working capital, and there can be no
assurance that the Company will be able to raise the capital or show the
improvements in operations that would be necessary to overcome the deficit.

     During the six (6) months ended December 31, 1996, the Company was able to
negotiate the reduction of $109,279 of debt in exchange for 21,258 shares of
Common Stock in satisfaction of this debt.  During this period, the Company
reported net income of $1,153,178.  As a result of the foregoing, stockholders'
equity increased from $2,540,964 on June 30, 1996, to $3,803,421 on December
31, 1996, an increase of $1,262,457, or 49.7%.

     Net cash used by investing activities for the six (6) months ended
December 31, 1995 was $(83,101).  This compares with net cash used by investing
activities of $(945,954) for the six (6) months ended December 31, 1996.  For
the six (6) months ended December 31, 1995, the Company used $87,334 for the
purchase of equipment and $2,732 for additions to other assets, and (37,808)
for distributions to minority interest.  This compares to $534,380 for the
purchase of equipment, $29,764 for acquisition of other assets, the majority of
which are attributable to Pelican casino, and $85,241 in distribution to
minority interest for the six months ended December 31, 1996.  Offset against
this, the Company received $44,773 of principal payments on its notes
receivable for the six (6) months ended December 31, 1995. This compares with
principal payments on its notes receivable of $26,432 and proceeds from sale of
equipment of $1,999 for the six (6) months ended December 31, 1996.

     Net cash used by financing activities for the six (6) months ended
December 31, 1995 was $(40,277).  This compares with net cash provided by
financing activities of $1,196,180 for the six (6) months ended December 31,
1996.  Specifically, cash provided by financing activities for the six (6)
months ended December 31, 1995 was $137,514 realized from the exercise of
Common Stock Purchase Warrants and stock offerings and $285 from borrowing
against notes. Offset against the cash provided by financing activities were
promissory note principal reduction payments in the amount of $178,076.  This
compares to proceeds from borrowings of $1,388,150 for the six (6) months ended
December 31, 1996.  This was offset by debt payments of $191,970.

     Neither the Company nor any of its subsidiaries have any commercial bank
credit facilities.

<PAGE>
     Other than the foregoing, Management knows of no other trends, events or
uncertainties that have or are reasonably likely to have a material impact on
the Company's short-term or long-term liquidity.

RESULTS OF OPERATIONS - THREE (3) MONTHS ENDED DECEMBER 31, 1996 COMPARED TO
THE THREE (3) MONTHS ENDED DECEMBER 31, 1995

     For the three months ended December 31, 1995, the Company's income
consisted of revenues generated by the Bull Durham Saloon and Casino in Black
Hawk, Colorado, Casino Las Vegas in Bishkek, Kyrgyzstan, and Casino Masquerade
in Aruba.  In contrast, Bull Durham, Casino Las Vegas, Casino Masquerade, and
the Pelican Casino in St. Maarten operated for the same period in 1996.

     Net revenues for the three (3) months ended December 31, 1995 were
$2,021,724 based on casino revenues of $1,900,115 and revenues from the sale of
food and beverage of $121,609.  Net revenues for the three (3) months ended
December 31, 1996 were $2,521,853 comprised of casino revenues of $2,407,725,
food and beverage of $97,856, and other revenues of $16,272.

     More specifically, net revenues at Casino Las Vegas and Casino Masquerade
decreased from $1,516,546 at December 31, 1995 to $1,279,531 at December 31,
1996.  It is believed this decrease is a result of increased competition in
these markets.  At December 31, 1995, net revenues from domestic operations
were $479,927 from Bull Durham and $25,251 in other revenue from domestic
operations compared to net revenues from domestic operations at December 31,
1996 of $522,903 from Bull Durham and $19,000 in other revenue from domestic
operations.  In addition, at December 31, 1996 the Company had net revenues of
$700,419 from the Pelican Casino.

     The foregoing changes in operations also resulted in an increase in
operating, general and administrative expenses which increased from $1,815,755
for the three (3) months ended December 31, 1995 to $2,171,577 for the three
(3) months ended December 31, 1996, an increase of 19.6%.  The Pelican Casino
added general and administrative expenses of $529,775 for the three (3) months
ended December 31, 1996.  Depreciation increased 17.9% and amortization
increased 8.8% over the same period.

     Total operating expenses increased from $2,015,635 for the three (3)
months ended December 31, 1995, to $2,398,920 for the three months ended
December 31, 1996, an increase of 19%.

     As a result of the increase in net revenues, and an increase in operating
expenses, income from operations increased 1918.0% to an income of $122,933 for
the three (3) months ended December 31, 1996, from an income of $6,089 for the
three (3) months ended December 31, 1995.  Interest income decreased 85.6%
while interest expense decreased 54.4% over the same period due to the Chapter
11 proceedings of Casinos U.S.A..  Income (losses) before reorganization items,
extraordinary items, and minority interest increased from a loss of $(86,313)
for the three (3) months ended December 31, 1995, to income of $66,862 for the
three (3) months ended December 31, 1996.

     For the three (3) months ended December 31, 1996, the Company had net
expenses from reorganization of $(239) and an extraordinary gain from
reorganization of $1,285,765.  The Company reported a gain from debt
restructuring of $164,627 for the three (3) months ended December 31, 1996,
compared to an extraordinary gain from debt restructuring of $201,814 for the
three (3) months ended December 31, 1995.  Due to a decrease in the operating
results of the Casino Las Vegas, the Company reported minority interest expense
of $(46,362) for the three (3) months ended December 31, 1996,  compared to a
minority interest expense of $(108,756) for the three (3) months ended
December 31, 1995.

<PAGE>
     As a result of the foregoing, the Company reported a net income for the
three (3) months ended December 31, 1996 of $1,470,653, compared to a net
income for the three (3) months ended December 31, 1995 of $6,745, which
translates into a net income per share of $1.12 based on 1,314,801 weighted
average shares outstanding for the three (3) months ended December 31, 1996 and
a net income per share of $0.00, based on 1,034,662 weighted average shares
outstanding for the three (3) months ended December 31, 1995.

RESULTS OF OPERATIONS - SIX (6) MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THE
SIX (6) MONTHS ENDED DECEMBER 31, 1995

     For the six (6) months ended December 31, 1995, the Company's income
consisted of revenues generated by the Bull Durham Saloon and Casino in Black
Hawk, Colorado, Casino Las Vegas in Bishkek, Kyrgyzstan, and Casino Masquerade
in Aruba.  Casino Lazurnaya in Sochi, Russia operated for the first 15 days of
July, 1995.  In contrast, for the six (6) months ended December 31, 1996, the
Company derived its income from revenues generated by the Bull Durham, Casino
Las Vegas, and Casino Masquerade.  The Pelican Casino in St. Maarten began
operations in August, 1996.

     Net revenues for the six (6) months ended December 31, 1995 were
$3,728,145 based on casino revenues of $3,544,027, revenues from the sale of
food of $179,516, and other income of $4,602.  Net revenues for the six (6)
months ended December 31, 1996 were $4,347,193 comprised of casino revenues of
$4,115,536, food and beverage of $187,057, and other revenues of $44,600.

     More specifically, net revenues at Casino Las Vegas and Casino Masquerade
decreased from $2,647,767 at December 31, 1995 to $2,176,067 at December 31,
1996.  It is believed this decrease is a result of increased competition in
these markets.  Net Revenues in Sochi, Russia decreased from $24,485 at
December 31, 1995 due to the disposition of this property in July, 1995.  At
December 31, 1995, net revenues from domestic operations were $1,055,893
compared to net revenues from domestic operations at December 31, 1996 of
$1,192,644 from Bull Durham and $19,000 in other revenue from domestic
operations.  In addition, at December 31, 1996 the Company had net revenues of
$959,482 from the Pelican Casino.

     The foregoing changes in operations also resulted in an increase in
operating, general and administrative expenses from $3,387,567 for the six (6)
months ended December 31, 1995 to $3,960,413 for the six (6) months ended
December 31, 1996, an increase of 16.9%.  The Pelican Casino added general and
administrative expenses of $860,185 for the six (6) months ended December 31,
1996.  Depreciation increased 14.9% and amortization increased 6.7% over the
same period.

     Total operating expenses increased from $3,779,382 for the six (6) months
ended December 31, 1995, to $4,396,297 for the six (6) months ended December
31, 1996, an increase of 16.3%.

     As a result of the increase in net revenues, and an increase in operating
expenses, losses from operations decreased 4.2% to a loss of $(49,104) for the
six (6) months ended December 31, 1996, from a loss of $(51,237) for the six
(6) months ended December 31, 1995.  Interest income decreased 82.2% while
interest expense decreased 46.9% over the same period due to the Chapter 11
proceedings of Casinos U.S.A..  Losses before reorganization items,
extraordinary items, and minority interest decreased 29.4% from a loss of
$(272,889) for the six (6) months ended December 31, 1995, to a loss of
$(192,476) for the six (6) months ended December 31, 1996.

<PAGE>
     For the six (6) months ended December 31, 1996, the Company had net
expenses from reorganization of $(3,503) and an extraordinary gain from
reorganization of $1,285,765.  The Company reported a gain from debt
restructuring of $164,627 for the six (6) months ended December 31, 1996,
compared to a gain from debt restructuring of $201,814 for the six (6) months
ended December 31, 1995.  Due to a decrease in the operating results of the
Casino Las Vegas, the Company reported minority interest expense of $(101,235)
for the six (6) months ended December 31, 1996, compared to a minority interest
expense of $(177,070) for the six (6) months ended December 31, 1995.

     As a result of the foregoing, the Company reported a net income for the
six (6) months ended December 31, 1996 of $1,153,178, compared to a net loss
for the six (6) months ended December 31, 1995 of $(248,145), which translates
into a net income per share of $0.88 based on 1,306,525 weighted average shares
outstanding for the six (6) months ended December 31, 1996 and a net loss per
share of $(0.02), based on 1,004,051 weighted average shares outstanding for
the six (6) months ended December 31, 1995.

     Other than the foregoing, management knows of no trends, or other demands,
commitments, events or uncertainties that will result in, or that are
reasonably likely to result in, a material impact on the income and expenses of
the Company.


                          PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is currently involved in the following pending legal
proceedings.  On December 18, 1996, the United States Bankruptcy Court
confirmed Casinos U.S.A., Inc.'s Plan of Reorganization under Chapter 11.  As a
result of the Plan's confirmation and the restructuring of the indebtedness
owed by the Company to Astraea Investment Management, L.P., it is anticipated
that all of the legal proceedings described in the below-listed items one
through three will be dismissed.  See footnotes to financial statements.

     1)  ASTRAEA INVESTMENT MANAGEMENT, L. P., AS TRUSTEE VS. GLOBAL CASINOS,
         INC., ET. AL, Cause Number 94-02487 in the District Court of Dallas
         County, Texas, 116th Judicial District.

         As previously reported, this matter had been brought by the holder of
         certain promissory notes made by the Company's wholly-owned
         subsidiary, Casinos U.S.A., Inc. ("Casinos U.S.A.") prior to its
         acquisition by the Company.  The notes held by the Plaintiff are
         secured by a senior deed of trust against the Bull Durham Saloon and
         Casino ("Bull Durham") located in Black Hawk, Colorado.  The Company
         had previously negotiated a settlement accord in which it guaranteed
         the obligation of Casinos U.S.A. and which resulted in a dismissal of
         the lawsuit.  However, the Company was unable to meet a balloon
         payment which was due on August 31, 1994.  As a result of that
         default, the Plaintiff filed a motion to reinstate the case in
         October, 1994.

<PAGE>
         The Company admits making the promissory notes to the Plaintiff which
         have the approximate principal balance of $680,000, although the
         Company believes it may have some defenses and offsets.  The Company
         is in the process of attempting to renegotiate and restructure this
         indebtedness to amortize it within the parameters of projected future
         cash flow.  However, there can be no assurance that the creditors will
         agree to any such restructuring.  As of the date of this report, the
         matter is still pending and in the opinion of management there exists
         a high probability that if the matter goes to trial it will result in
         the entry of an adverse judgment against the Company for the full
         amount of the outstanding principal balance due on the note, accrued
         default interest, attorneys' fees and other costs of collection.  Such
         a judgment would have a material adverse impact upon the Company, its
         assets and operations.

     2)  LISA PAIGE MONTROSE PROMISSORY NOTE
         -----------------------------------
         Lisa Paige Montrose is the holder of a promissory note made by Casinos
         U.S.A. in the original principal amount of $2,546,260, which note was
         given in connection with the acquisition and purchase of the Bull
         Durham.  The obligation to repay the note is secured by a subordinated
         deed of trust against the Bull Durham.  The Company has been served
         notice by Ms. Montrose's legal representatives that she has construed
         the acquisition of Casinos U.S.A. by the Company in November, 1993 as
         a "transfer of control" under applicable provisions of her deed of
         trust which would grant her the right to accelerate the entire
         indebtedness represented by the promissory note.  The Company denies
         that Ms. Montrose has any basis in law or fact to accelerate the
         balance of the indebtedness, which the Company has been retiring in
         monthly installments paid in accordance with its terms.  No civil
         action has been filed in this matter.  If such an action is filed, the
         Company will vigorously defend.

         In July, 1995, Ms. Montrose commenced a foreclosure proceeding against
         the Bull Durham by the Gilpin County Public Trustee.  Ms. Montrose was
         joined by Long & Jaudon, P.C., Richard C. Frajola, Francine M.
         Frajola, Marian Johnson, Mary E. Goodwin and Virginia G. Norris, all
         as beneficiaries of deeds of trust securing promissory notes in
         default.  The foreclosure sale was scheduled to take place October 19,
         1995.  Negotiations to resolve the dispute and restructure the debt
         failed, and Casinos U.S.A. filed a voluntary petition under Chapter 11
         of the United States Bankruptcy Code on October 18, 1995 ("Bankruptcy
         Proceeding").  As a result of the confirmation of the Casinos U.S.A.
         Plan, the obligations have been restructured and the promissory note
         in the original principal amount of $2,546,460 has been converted.

     3)  ANGELL & DEERING V. CASINOS, U.S.A., INC. AND GLOBAL CASINOS, INC.,
         Case No. 95-CV-3289, in the Colorado District Court for the City and
         County of Denver.

<PAGE>
         The Company and Casinos U.S.A. were named as defendants in a civil
         action filed on July 20, 1995, in the Colorado District Court for the
         City and County of Denver.  The Plaintiff is claiming amounts due for
         breach of contract and quantum meruit based upon accounting services
         provided to Casinos U.S.A..  The Plaintiff seeks damages in the amount
         of $60,099 plus interest and attorney's fees.  The Company disputes
         its liability, and Casinos U.S.A. disputes the damages claimed.  In
         May, 1996, all parties reached a settlement whereby Casinos U.S.A.
         agreed to an allowed unsecured claim for the plaintiff in the
         bankruptcy proceeding in the amount of $30,000.  The Company purchased
         this claim in consideration for an initial payment of $10,000 and a
         guarantee of future payments from the Plan of Reorganization totalling
         $20,000.  The settlement further provides for dismissal of the lawsuit
         once Angell & Deering have been paid the total sum of $30,000.

     4)  IN RE CASINOS U.S.A., INC., Case No. 95-20864 MSK, in the United
         States District Court for the District of Colorado.

         Casinos U.S.A. was in default under all of its secured obligations
         encumbering the Bull Durham.  Civil actions were initiated to
         foreclose upon the junior liens.  The efforts of the Company to
         negotiate restructured terms for the repayment of the foregoing
         secured obligations were unsuccessful.  As a result, on October 18,
         1995, Casinos U.S.A. filed a voluntary petition under Chapter 11 of
         the United States Bankruptcy Code.  On December 18, 1996, the
         Bankruptcy Court confirmed Casinos' Second Amended Plan of
         Reorganization.

         The Company believes that the approximate $4,700,000 in secured debt
         encumbering the Bull Durham property is substantially greater than the
         property's current fair market value.  As a result, there can be no
         assurance that the Company will be successful in achieving a plan of
         reorganization which will result in the Company's ability to continue
         to own and operate the Bull Durham.

     5)  SECURITIES AND EXCHANGE COMMISSION INVESTIGATION

         During 1995 and 1996, the Company and certain officers and directors
         of the Company received requests for information from the U.S.
         Securities and Exchange Commission ("SEC") related to an investigation
         begun by the SEC during 1994 into various matters, including certain
         transactions in securities by the Company and one of its officers and
         directors.  On January 13, 1997, the Company was notified that the SEC
         staff intends to recommend that the Commission bring an action against
         the Company and two of its former officers and directors for alleged
         violations of securities laws.  The Company has begun informal
         negotiations with the SEC staff but there can be no assurance as to
         the final outcome of the investigation.

ITEM 2.  CHANGES IN SECURITIES

         None

<PAGE>
ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         Mandatory Redeemable Preferred Stock
         ------------------------------------

         In June, 1994, the Company issued 1,406,250 units comprised of one
         share of Series A Redeemable Convertible Preferred Stock with a
         mandatory redemption date of May 31, 1995 and one-half Class D Common
         Stock Purchase Warrant with an exercise price of $3.00 per share.  The
         redemption price of $2.00 per share is subject to adjustment for
         certain events such as splits and dividends.  Holders of the
         Redeemable Convertible Preferred Stock have the option to convert each
         share of the preferred stock into one share of the Company's Common
         Stock.  On May 31, 1995, holders of 1,233,000 shares of the Company's
         Series A Preferred Stock agreed to waive the mandatory redemption in
         consideration of a lower conversion price, from $2,00 to $1.125 per
         share, approximately 1.778 shares of common stock for each share of
         preferred stock, and a reduction in the exercise price of 616,500 D
         Warrants from $3.00 per share to $.50 per share, if exercised on or
         before June 30, 1995, and $1.75 per share, if exercised after June 30,
         1995.

         The foregoing modifications are applicable only to shares of Preferred
         Stock and D Warrants owned by holders who voluntarily agreed to such
         modifications.  In June, 1996, the holder of 125,000 shares of
         Mandatory Redeemable Preferred Stock in default agreed to convert the
         preferred shares into Common Stock at a conversion of $1.125 per
         share; provided, however, that the Company issue additional shares of
         Common Stock to reduce the conversion price to $1.00 per share
         depending upon the public trading price of the Common Stock over a 90-
         day period, and provided that the holder waive all interest accrued
         and accept no reduction in the exercise price of D Warrants.  At June
         30, 1996, 44,250 shares of Mandatory Redeemable Convertible Preferred
         Stock remain outstanding, and the Company remains in default on its
         mandatory redemption obligation.  During the three (3) months ended
         December 31, 1996, 17,500 shares of Mandatory Redeemable Convertible
         Preferred Stock in default was converted into Common Stock.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         No matters were submitted to a vote of securityholders during the
         three months ended December 31, 1996.

ITEM 5.  OTHER INFORMATION
         None
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         None

<PAGE>
<PAGE>
                                  SIGNATURES

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


                                   GLOBAL CASINOS, INC.



Dated:         2/18/97             By:  /s/ Stephen G. Calandrella
           ----------------             ------------------------------
                                        Stephen G. Calandrella
                                        Interim President



Dated:        2/18/97              By:  /s/ Pete Bloomquist
           ----------------             ------------------------------
                                        Pete Bloomquist
                                        Chief Financial Officer