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

                                   FORM 10-KSB

(Mark One)

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

For the fiscal year ended March 31, 1997

     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 1-12668

                               HOLLY HOLDINGS, INC.
                (Name of Small Business Issuer in its charter)

         New Jersey                                   22-3172149     
(State or Other Jurisdiction of                (IRS Employer Identification 
Incorporation or Organization)                  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) 617-0400

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

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

                                                NAME ON EACH EXCHANGE
TITLE OF EACH CLASS                              ON WHICH REGISTERED
Common Stock, no par value                              None
Common Stock Purchase Warrants                          None
Convertible Preferred D, $10 par value                  None

<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. $


     The aggregate market value at _______, 1997 of shares of the issuer's 
Common Stock, no par value (based upon the closing price per share of such 
stock, held by non-affiliates of the Registrant was approximately $_________. 
Solely for the purposes of this calculation, shares held by directors and 
officers of the issuer have been excluded. Such exclusion should not be deemed 
a determination or an admission by the issuer that such individuals are, in 
fact, affiliates of the issuer.

     Indicate the number of shares outstanding of each of the issuer's classes 
of common equity, as of the latest practicable date: At September 15, 1997, 
there were outstanding 21,662,477 shares of the issuer's Common Stock, no par 
value.

     Documents incorporated by reference:

          Document                         Form 10-KSB Reference

          
     Transitional Small Business Disclosure Format (check one):
     
     Yes __X___          No _____

                                       -2-
<PAGE>

                                      PART I
                              Description of Business
ITEM 1
GENERAL

     The Company was incorporated in New Jersey in 1992. The Company, through 
its wholly owned subsidiary, HollyWood Manufacturing, Inc., used to 
manufacture wood cabinetry and fixtures.  Due to continued losses, the Company 
ceased ongoing operations of the woodworking business effective September 
1995.  In June 1994, the Company consummated the acquisition of Navtech 
Industries, Inc.  Due to minimal profits and the cancellation of Navtech's 
bank line of credit, the Company ceased ongoing operations effective June 
1997.  In July 1995, the Company acquired a majority of shares of Common Stock 
of Country World Casinos, Inc.  In March 1997, the Company consummated the 
acquisition of Nightlife Printing & Promotions, Inc. and American Publishers 
Company, Inc.  In June 1997, according to the terms of the acquisition 
agreement, all transactions were reversed and Nightlife Printing and American 
Publishing were returned to their original owners.  

STRATEGY

     NAVTECH INDUSTRIES, INC.

     On June 30, 1994, the Company acquired all of the issued and outstanding 
shares of Navtech Industries, Inc.("Navtech"). Navtech is an electronic cable 
and contract assembly company located in Shiprock, New Mexico. Navtech 
provides independent manufacturing services to original equipment 
manufacturers in industries such as gaming, medical equipment, security 
systems, computer peripherals, in-room hotel mini-bars and electronic musical 
systems. 

     In March 1994, Navtech entered into a series of agreements through which 
it purchased 26.7% of the issued and outstanding stock of RoomSystems for 
$282,000, which $278,000 was provided to Navtech by the Company.  In addition, 
in April 1994, Navtech and RoomSystems entered into an agreement granting 
Navtech exclusive rights to manufacture RoomSystems' in-room hotel mini-bars, 
provided Navtech meets certain quality, production and related criteria.  In 
April 1996, RoomSystems initiated action to cancel the agreement due to price 
and quality issues.  Navtech continued to manufacture for RoomSystems while 
both companies sought to negotiate a settlement to their respective 
differences.  On November 15, 1996, the companies executed a settlement 
agreement terminating all manufacturing agreements, resolving all pricing and 
payment terms and settling a date for the final shipment of units.  In January 
1997, the final units were shipped.  Since the profit margin on the units was 
lower than desired, the overall impact upon Navtech's profits were minimal.  
In April 1997, Navtech instituted legal action against RoomSystems to collect 
the balance due of approximately $125,000 for the January 1997 shipment.

     In April 1996, Navtech moved from Blanding, Utah to Shiprock, New 
Mexico.  The move allowed Navtech to operate from one facility totaling 54,000 

                                       -3-
<PAGE>


square fee in lieu of three separate facilities totaling 20,000 square feet.  
This enabled the Company to operate with greater efficiency and substantial 
less cost through consolidation of functions, elimination of transportation 
and reduction in management and supervisory staff.  In its new location in 
Shiprock, New Mexico, Navtech is located on the Navajo Reservation which 
allows for rebates in employing Native Americans, reduced energy costs and a 
forgiveness of rent payments on the new facility until such time as the move 
and refurbishing costs to the building are fully paid. It is estimated that 
this process will take approximately 10 years.  It was anticipated that the 
new facility would allow Navtech to expand its revenues, pending receipt of 
new orders and sufficient working capital.  Additionally, during the Company's 
first quarter of 1996 (April - June) the Company changed the management of 
Navtech with a smaller group of professionals to carry out Navtech's plan and 
meet targeted budgets for the upcoming year.  The nine months results for this 
subsidiary showed a significant turnaround to its income statement as compared 
to a $2 million loss last year.  Navtech suffered a mediocre fourth quarter 
(January - March 1997) and first quarter (April - June 1997) for the new year 
as well.  In the interim, Navtech reduced its staff significantly to reduce 
operating costs and conserve working capital until such time as new orders 
were received.  In June 1997, Navtech's bank, First National Bank of 
Farmington, informed Navtech that it would no longer continue its revolving 
line of credit. Accordingly, the Company was forced to cease ongoing 
operations and liquidate Navtech's assets to repay the loan to bank. 

     COUNTRY WORLD CASINOS, INC.

     As of July 1997, the Company owns  65% of the outstanding shares of 
Country World Common Stock.  Country World intends to develop a casino, hotel 
and parking complex in the gaming district of Black Hawk, Colorado, which is 
located approximately 35 miles west of Denver, including an approximate 75,000 
square foot casino (the "Casino") for limited stakes gambling (that is, 
gambling in which bets are limited to a $5.00 maximum by Colorado law).  
Country World purchased the real property on which the Casino is to be 
constructed from New Allied for approximately $11, 500,000, consisting of 
$550,000 in cash, approximately $7,500,000 in preferred stock and 
approximately $3,500,000 in the form of a promissory note.

     On June 28, 1995, Tommyknocker, a subsidiary of New Allied, filed a Rule 
120 Motion in the District Court, City and County of Denver, Colorado. This 
action sought foreclosure on the property. On October 3, 1995, the magistrate 
in this case granted Tommyknocker's motion and authorized the sale of the 
property pursuant to the foreclosure on October 12, 1995. On October 12, 1995, 
Country World petitioned the U.S. Bankruptcy Court for the District of 
Colorado for protection under the rules of Chapter 11 of the Bankruptcy Code 
in order to stop the foreclosure.  The foreclosure had been stayed pending 
certain conditions.

     The Company, on behalf of Country World, obtained a 5 million dollars 
($5,000,000) financing package, which  enabled Country World to repay all of 
its outstanding indebtedness and emerge from Bankruptcy.  This financing 
package had been approved by the Bankruptcy Court and the Company utilized the 

                                       -4-
<PAGE>

funds in accordance with the Court's order.  With all issues completed in 
March 1997, the U.S. Bankruptcy Court ruled that Country World Casinos, Inc. 
be dismissed from Chapter 11.


     Country World anticipates that it will require an additional 
approximately $70,000,000 to $80,000,000 to construct an operational and 
licensed casino, hotel and parking complex.  In July 1997, Country World 
signed an agreement with U2 Consulting, of San Francisco, California, to 
provide up to $75,000,000 in debt financing to construct such facility. 

     In March 1997, the Company acquired all of the outstanding shares of 
Nightlife Printing & Promotions, Inc., a commercial offset printer, and all of 
the outstanding shares of American Publishers Company, Inc., a wholesaler 
telemarketing company selling educational products to schools and libraries.  
In June 1997, according to the terms of the acquisition agreement, primarily 
as a result of the NASD's delisting of the Company's securities, all 
transactions were reversed and Nightlife Printing and American Publishing were 
returned to their original owners.
     
     NAVTECH INDUSTRIES, INC.

     During fiscal 1997, Navtech offered independent manufacturing services to 
original equipment manufacturers in a variety of industries. The Company 
assembled printed circuit boards and wire harness assemblies for slot machine 
tracking systems, signage, as well as various other products.  In June 1997, 
Navtech's primary secured lender, First National Bank of Farmington, informed 
Navtech that it would not extend the loan.  Navtech was unable to replace 
First National Bank of Farmington and the bank subsequently forced Navtech to 
cease ongoing operations and the Bank is liquidating the assets to pay this 
loan.

EMPLOYEES

     As of July 1997, the Company has four full time employees including three 
executive officers. In June 1997, Navtech reduced its staff significantly 
maintaining management and sales personnel until new commitments/orders were 
received.  In July 1997, with the ceasing of Navtech's operations, all 
employees of Navtech were dismissed.

INSURANCE

     The Company's insurance coverage includes property and casualty 
insurance, liability insurance, including products liability, and excess 
liability coverage, key man life insurance on Mr. Berman, the Company's Chief 
Executive Officer and Mr. Patrowicz, the Company's President, and directors 
and officers liability insurance. Based both upon its experience and industry 
standards, the Company believes that the types and amounts of its coverage are 
adequate.  In June 1997, the Company did not renew the key man life insurance 
policies for Mr. Berman and Mr. Patrowicz in an effort to reduce its fixed 
expenses.

                                       -5-
<PAGE>

ITEM 2 - PROPERTIES

     The Company's executive offices are presently contained within an office 
complex in Bala Cynwyd, Pennsylvania and is approximately 2,000 square feet. 
The offices are leased for a period of two years, commencing January 1996, at 
a net monthly rental of $2,400.

ITEM 3 - LEGAL PROCEEDINGS

     On May 26, 1995, the Company's majority owned subsidiary Country World 
Casinos, Inc. ("CWC") commenced a lawsuit against Tommyknocker Casino Corp. 
("Tommyknocker") and New Allied Development Corporation ("New Allied") in the 
District Court of Denver, County of Denver, Colorado, case number 95CV 2310. 
This action is primarily for breach of contract in connection with the 
acquisition of certain real property by CWC from the defendants. CWC is 
seeking monetary damages and declaratory relief.

     On August 15, 1995, Tommyknocker and New Allied filed a counterclaim in 
the aforementioned action against CWC, the Company, Ronald Nathan, Sal Lauria 
and David Singer who are former board members of CWC, Roger LeClerc, President 
of CWC and William Patrowicz director of CWC. The counterclaim alleges that 
CWC is in default under the Promissory Note issued by CWC to Tommyknocker in 
connection with the acquisition of the real property, CWC failed to register 
stock on behalf of Tommyknocker and that the Company has acquired control of 
CWC to the detriment of Tommyknocker and New Allied.

     In a related action on June 28, 1995, Tommyknocker filed a Rule 120 
Motion in the District Court, City and County of Denver, Colorado, case number 
95CV 2799. This motion sought foreclosure of the real property discussed 
above. On October 4, 1995, the magistrate in this case granted Tommyknocker's 
motion and authorized the sale of the property pursuant to the foreclosure on 
October 12, 1995.

     On October 12, 1995, CWC filed a bankruptcy petition under Chapter 11 of 
Title 11 of the United States Code. The case was filed in the United States 
Bankruptcy Court, District of Colorado, case number 95-20563rjb. Pursuant to 
the filing of the Bankruptcy, an automatic stay went into effect pursuant to 
11 U.S.C. Section 362 prohibiting the foreclosure sale. Tommyknocker filed a 
Motion for Relief from the stay and a hearing on this matter was held on 
December 22, 1995.  On January 3, 1996, the Court ruled that CWC should be 
given an opportunity to proceed with its Bankruptcy proceedings in a diligent 
and timely fashion.  The Court conditioned continuation of the stay pending 
the approval or denial as the case may be of CWC's financing proposal and 
certain other conditions.  In March 1996, the Court approved CWC's financing 
proposal and in May 1996, Country World closed on such financing.  In 
September 1996, the Court heard testimony in a claims hearing between the 
parties.  In early November 1996, the Company received final rulings from the 
Court.

     The Court's order found that Tommyknocker Casino Corporation/New Allied  
was not entitled to default interest at the rate of 18%, however Country World 
is ordered to pay 8% per annum on the unpaid balance due Tommyknocker.  
Additionally, the Court ordered that both parties were obligated to pay their 
own expenses related to this matter.

                                       -6-
<PAGE>

     The Court further found that Country World Casinos, Inc. was not in 
default of its Agreement with Tommyknocker/New Allied with regard to filing a 
registration statement for its preferred stock and until Tommyknocker/New 
Allied files such registration statement and Country World fails to pay for 
its cost, Country World is not in breach of the agreement.

     The Court upheld Tommyknocker's/New Allied's claim that Country World was 
not entitled to an offset on the environmental clean up as the work had been 
completed and Country World paid all clean up costs without objection prior to 
the Company's acquisition of a majority ownership in Country World.

     The Company, on behalf of Country World, obtained a 5 million dollars 
($5,000,000) financing package, which  enabled Country World to repay all of 
its outstanding indebtedness and emerge from Bankruptcy.  This financing 
package had been approved by the Bankruptcy Court and the Company utilized the 
funds in accordance with the Court's order.  With all issues completed in 
March 1997, the U.S. Bankruptcy Court ruled that Country World Casinos, Inc. 
be dismissed from Chapter 11.

     On October 10, 1995, Phil B. Acton, Trustee of the Calvin Black Trust 
commenced a lawsuit against the Company in the United States District Court 
for the District of Utah, Central Division, case number 95CV 09305. This 
action seeks repayment of a promissory note in the principal amount of 
$500,000.  On January 15, 1996 the Company, the Calvin Black Trust and Norlar, 
Inc. a corporation owned by Mr. Larry Berman, the Chairman and Chief Executive 
Officer of the Company and his spouse entered into a Sale and Forbearance 
Agreement pursuant to which The Calvin Black Trust sold to Norlar $250,000 of 
the indebtedness owed by the Company in exchange for $250,000 in cash from 
Norlar and Norlar agreed to deliver to the Calvin Black Trust upon the 
effectiveness of a Registration Statement either 250,000 shares of the 
Company's Common Stock or $500,000 worth of the Company's Common Stock 
whichever be greater.  In exchange, The Calvin Black Trust agreed to forbear 
from taking any further actions for a period of six months from the date of 
the Sale and Forbearance.  The Company will repay Norlar the $250,000 and 
replace the shares of the Company's Common Stock that Norlar is required to 
deliver to The Calvin Black Trust pursuant to the terms of the Sale and 
Forbearance Agreement in either cash or the Company's securities as determined 
by the Company's Board of Directors.  In April 1996, the Agreement was amended 
and the Trust was paid an additional $150,000 and Norlar agreed to deliver to 
the Trust, upon effectiveness of a Registration Statement, either 200,000 
shares of the Company's Common Stock or $348,000 worth of the Company's Common 
stock, whichever be greater, for an extension of time to file a Registration 
Statement.  In August 1996, the Company liquidated this note by payments and 
by the exchange of equity in a subsidiary it had in another company, 
terminating the legal action brought upon the default.

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

     On June 5, 1996, by written consent of a majority of the Company's 
stockholders without a meeting, action was taken to amend the Company's 
Certificate of Incorporation to increase the authorized number of shares of 

                                       -7-
<PAGE>

Common Stock from 20 million to 50 million shares.  The foregoing was approved 
by the holders of 9,907,467 shares of the Company's Common Stock, constituting 
approximately 85.2% of such stock outstanding on April 30, 1996, the record 
date.

     In December 1996, at the annual meeting of shareholders, the shareholders 
were asked to approve the following agenda:

1.  To elect a Board of Directors to serve until the next annual meeting of 
    shareholders and until their successors have been duly elected and
    qualified;

2.  To consider and act upon a proposal to amend the Company's Certificate of 
    Incorporation to change the name of the Company to "Holly Holdings, Inc.";

3.  To consider and act upon a proposal to amend the Company's Certificate of 
    Incorporation to reflect a one-for-ten reverse split of the Company's
    Common Stock;

4.  To consider and act upon a proposal to amend the Company's Certificate of 
    Incorporation to increase the number of authorized shares of the Company's 
    Common Stock from 50,000,000 to 150,000,000;

5.  To consider and act upon a proposal to approve the Company's 1996 Stock 
    Option Plan;

6.  To consider and act upon a proposal to issue five pre-split shares of the 
    Company's Common Stock in exchange for one share of the Company's Series D 
    Preferred Stock and to amend the Company's Certificate of Incorporation to 
    delete any reference to, or any provision for, the class of authorized
    stock designated as Series D Preferred Stock;

7.  To ratify the selection of Moore Stephens CPA's to act as the Company's 
    Independent Certified Public Accountants for the fiscal year ending March
    31, 1997;

     All of the above items except Item #6 were approved by the shareholders 
and were effective December 26, 1996.  The Company plans to reissue a proxy 
statement for Item #6 in September of 1997.

                                       -8-
<PAGE>

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCK HOLDER MATTERS

     The Company's Common Stock, Warrants and Series D Preferred Stock  are 
currently traded "over the counter market" under the respective symbols 
"HOPR", "HOPRW" and "HOPRP".

<TABLE>
<CAPTION>
     The following table sets forth the high and low prices for such 
securities on the NASDAQ Small Cap Market during the quarters indicated. In 
July 1997, the Company's common stock and warrants were delisted from the 
NASDAQ Small Cap Market.  In March 1997, the Company's Series D Preferred 
stock was delisted from the NASDAQ Small Cap Market.
</CAPTION>

                                      Common Stock          Warrants          Preferred
Period                               High      Low       High      Low       High       Low
<S>                                  <C>       <C>       <C>       <C>       <C>        <C> 
December 20 to December 31, 1993     5 3/4    5 3/8        3/4      3/8          -        -
Quarter Ended March 31, 1994         6 1/4    5 1/2      1          5/8          -        -
Quarter Ended June 30, 1994          6 3/4    5 3/4      1 5/8    1              -        -
Quarter Ended September 30, 1994     8 1/8    6 1/2      4 1/8    1 7/8          -        -
Quarter Ended December 31, 1994      8 1/8    6 1/2      4 1/4    1 7/8      16       11
Quarter Ended March 31, 1995         7 1/4    5          4 1/8    2 3/8      16       10
Quarter Ended  June 30, 1995         7 3/8    5          4        2 3/8      15 1/4   10
Quarter Ended September 30, 1995     5 7/8    2 3/4      2 1/4      5/8      12        5 1/2
Quarter Ended December 31, 1995      3 7/8    1          1 5/8      5/8       8        2 1/4
Quarter Ended March 31, 1996        2 11/16    11/16     1 1/4      7/16      6        2 5/8
Quarter Ended June 30, 1996            3/4      5/16      11/16     5/16      2 5/8      3/4
Quarter Ended September 30, 1996      11/16     5/16       5/8      1/16      2          3/4
Quarter Ended December 31, 1996        9/16     1/4        3/8      1/16      1          3/8
Quarter Ended March 31, 19972          1/4    1 3/16       1/4      1/16        3/8      3/8
Quarter Ended June 30, 19972           1/16     1/ 4       1/8      1/16        1/4      1/8
</TABLE>
     On September 15, 1997, the closing price of the Common Stock, Warrants 
and Preferred Stock listed in the "over the counter market" were $0.12, $0.01 
and $0.75, respectively.  

     On September 15, 1997, there were 407 holders of record of the Company's 
Common Stock, 56 holders of record of the Warrants and 29 holders of record of 
the Series D Preferred Stock. The Company believes that there are in excess of 
3,500 beneficial owners of Common Stock, Warrants and Series D Preferred 
Stock.

DIVIDEND POLICY

     The Company does not anticipate that it will pay cash dividends on the 
Common Stock in the foreseeable future. The payment of such dividends by the 
Company will depend on its earnings, if any, and financial condition and such 
other factors as the Board of Directors of the Company may consider relevant. 
The Company currently intends to retain any earnings to provide for the 
development and growth of the Company.

                                       -9-
<PAGE>

     Holders of shares of Series D Preferred Stock receive dividends of 10% 
per annum. Such dividends accrue and are cumulative from the date of original 
issue and are payable quarterly in arrears on October 1, January 1, April 1 
and July 1 of each year. Dividends on the shares of Series D Preferred Stock 
are payable prior to any dividends to be paid on the Common Stock.  The 
Company intends to pay dividends on the Series D Preferred Stock to the extent 
its earnings are sufficient, as determined in the discretion of the Board of 
Directors of the Company. Under New Jersey law, the Company is not permitted 
to pay dividends if either (i) it would be unable to pay its debts as they 
become due in the ordinary course of business or (ii) its total assets would 
be less than its total liabilities. Accordingly, dividend payments have not 
been made since July 1, 1995.

                                       -10-
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
                      CONDITION AND RESULTS OF OPERATIONS

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.

GENERAL

     The Company is focusing all its attention in assisting its majority owned 
subsidiary, Country World Casinos, Inc., ("Country World") in completing its 
plan to build the largest casino and hotel complex in the state of Colorado, 
as well as completing its financials and settling outstanding indebtedness so 
that it can plan for new acquisitions in the future.

     In order to begin the process of timely completing the goals, Country 
World has contracted with Colorado Gaming Development Company, Inc., Semple 
Brown Roberts, P.C. and PCL Construction Services, Inc., all of Denver, 
Colorado to design and construct the planned casino and hotel complex.  In 
addition, Country World has signed a management agreement with Signature 
Hospitality Resources, Inc. of Denver, Colorado to manage the Radisson Black 
Hawk Hotel, a separate agreement to use the national flag of Radisson on the 
hotel and a binding letter of intent with Luciani & Associates, LLC. and G. 
Michael Brown, joint venture of Atlantic City, New Jersey, to manage the 
casino operations.  All parties will assist the architect in design of their 
respective operations.

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

                                       -11-
<PAGE>

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

     The Radisson Black Hawk Hotel will provide overnight accommodations with 
290 standard rooms and 35 suites, making it the first destination resort of 
its kind in Black Hawk.  Complimenting both the casino and hotel will be a 
three story underground parking facility for 865 cars featuring both valet and 
self parking options, and the only covered on-site bus turnaround currently 
available in Black Hawk for the convenience of day trip customers.

     Black Hawk is a picturesque mountain town approximately 40 miles west of 
Denver.  In the past year, Black Hawk hosted approximately 3 million visitors 
and generated almost 60% of the state's gaming revenues.  The 112,000 square 
foot Hotel Casino site on the northern most end of the Black Hawk gaming 
district is in a most highly visible location as it is in a direct line of 
site to all visitors approaching Black Hawk's main intersection on State 
Highway 119.  The seven story structure will tower high above all existing 
facilities.  The Black Hawk and nearby Central City casino market includes 
many small, privately held gaming facilities that Country World 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 
Casino's country western music theme, country hospitality, ample parking, 
modern hotel accommodations and a full line of amenities, will set it apart 
from, and should give it a competitive advantage over, the other casinos in 
the Black Hawk/Central City market.

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

     Gaming operations at the Casino will be under the management of a joint 
venture between Luciani & Associates, LLC and G. Michael Brown of Atlantic 
City, New Jersey (the "Casino Manager"), who are leaders in casino design, 
management and security services.

                                       -12-
<PAGE>

     Hotel operations will be under the management of Signature Hospitality 
Resources, Inc. of Denver, Colorado (the "Hotel Manager'), which provides a 
full range of hotel and resort support services including operations, sales, 
marketing, food, beverage, human resources, MIS and technical services.  

RESULTS OF OPERATIONS
TWELVE MONTHS ENDED MARCH 31, 1997 COMPARED TO TWLEVE MONTHS ENDED MARCH 31,
1996

     Based on the following results of operations and the non renewal of 
Navtech's line of credit with the First National Bank of Farmington, the 
Company was forced to cease ongoing operations of this segment of the 
Company's business.  Due to the plan of discontinuance for Navtech, revenues 
and net losses have been eliminated from the statement of operations.  The 
following comparison, therefore, does not include the results attributable to 
Navtech, but contains the costs of discontinued operations.

     Revenues for the twelve months ended March 31, 1997 were $    *     as 
compared to $4,110,443 for the twelve months ended March 31, 1996.  This 
increase in revenues is a result of the ability of the Company to fund 
increased sales through funds raised earlier this year.
     
     Cost of sales for the twelve months ended March 31, 1997 was $   *    as 
compared to $5,143,819 for the twelve months ended March 31, 1996.or 
approximately * % of revenue for the twelve months ended March 31, 1996.  This 
improvement, solely from the Company's Navtech subsidiary, was primarily the 
result of Navtech's cost of sales being higher in 1995 due to it selling 
products with a higher cost of goods expense and having a fixed overhead of 
labor and other costs during a three month period when Navtech was moving its 
headquarters and thus had very low sales shipments.

     Gross profit was $   *    for the twelve months ended March 31, 1997, as 
compared to a $1,033,376 gross loss for the twelve months ended March 31, 
1996.  This increase of $   *    in gross profit is attributable to increased 
sales for the period, as well as items mentioned in the cost of sales 
paragraph.

     Total operating expenses for the twelve months ended March 31, 1997 were 
$   *    as compared to $5,214,000 for the comparable period ended March 31, 
1996.  The increase is primarily attributable to increased expenses of the 
one-time costs associated with the reorganization of Navtech, closing costs 
for the $5 million funding associated with the Country World Chapter 11 
Proceedings, and corporate increase of legal and other professional fees, raisin
g of working capital, consulting, stock expenses, as well as promotional fees, 
which amounted to about $   *    in the corporate area.

     Discontinued operations showed an income of $   *    for the twelve 
months ended March 31, 1997, as compared to a loss of $   *    for the twelve 
months ended March 31, 1996.  The change was a result of the close down of 

                                       -13-
<PAGE>

this aspect of operations during the prior year.  In the current period, 
income was primarily a result of the Company being able to settle past debt of 
the closed down operations at a substantial discount.
* Financials to Follow

                                       -14-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     To the extent the Company has ceased operations of its woodworking 
business, its cash requirements  diminished accordingly, an extended line of 
credit had been secured to fund Navtech's operations with The First National 
Bank of Farmington in Farmington, New Mexico.  The terms of this facility were 
for a receivable and inventory line of credit in an amount not to exceed 
$1,500,000 with a monthly floating interest rate of 1.5% over prime.  As of 
December 31, 1996, Navtech was indebted to the bank in the amount of 
approximately $1.2 million.  This loan became due on March 15, 1997, and was 
extended to June 1997.  In June 1997, the bank informed Navtech that there 
would be no further extensions.

     In January 1995, the Company borrowed, on an unsecured basis, an 
aggregate of $1,000,000 from three individuals and entities at 15% annual 
interest. In lieu of such interest, the Company issued to such note holders an 
aggregate of 150,000 shares of Common Stock. The principal amount of such 
notes was due and payable on January 13, 1996, and in March 1996, the Company 
entered into an extension agreement with the three individuals whereas the 
Company made a partial payment of $500,000 and Mr. Larry Berman, the Company's 
Chairman, gave 370,000 shares of his personal stock for an extension until 
August 9, 1996 at which time a balance payment of $400,000 was due. The 
Company made a partial payment for interest, as well as an extension fee in 
the amount of $200,000. The Noteholders agreed to extend the final payment due 
date until after funding of the Country World Casino project.  The Company 
utilized the $1,000,000 to make a loan to Country World, which indebtedness 
was canceled in exchange for the issuance of 5,000,000 shares of Country World 
common stock to the Company. Country World Casinos, Inc. plans to invest up to 
an additional $70 to $80 million to develop and construct the casino and hotel 
complex in Black Hawk, Colorado.

     During the year 1996, the Company consummated a Private Placement of 
1,162,000 shares of its Series E Convertible Preferred Stock in various 
trounces, resulting in gross and net proceeds of $11,620,000 and $9,751,000, 
respectively.  The proceeds of this offering were utilized for repayment of 
debt, settlement of litigation fees associated with securing financing for 
Country World Casinos, Inc. and working capital for the Company and Navtech.  
Each share of Series E Preferred Stock is convertible into shares of the 
Company's Common Stock at the rate determined by dividing $10.00 by the lesser 
of 75% of the closing bid price as reported, of the Company's Common Stock on 
the date of the closing of the subscription or 65% of the average closing bid 
price for the five (5) trading days immediately preceding the date of 
conversion.  As of September 1997, 87,500 shares are yet to be converted.
     
     In April 1996, the State of New Jersey approved the issuance of 555,000 
shares of Series Z Preferred Stock in accordance with the Company's 
Certificate of Designation.  In September 1996, such authorization was 
increased to 1,050,000 shares and issued in exchange for debt.  In July 1997, 
the shares of Series Z preferred stock were converted into 5,068,140 shares of 
common Stock.

                                       -15-
<PAGE>

     In June 1996, the Company issued an aggregate of 1,300,000 shares of its 
common stock to Messrs. Irwin Schneider, Eugene Lombardo and Scott Schneider 
in return for certain services performed by these individuals on behalf of the 
Company.

     In September 1996, the Company issued 573,333 shares of common stock to N 
& A Promotions in return for certain services performed for the Company.

     In September 1996, a debt of $30,000 owed to Sunrise, Inc. was converted 
into 30,000 shares of Series C Preferred Stock and pursuant to the terms 
thereof, into 120,000 shares of common stock.

     In October 1996, the Company issued 450,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.

     In March 1997, the Company issued 100,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.

     In April 1997, the Company issued 250,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.

     In April 1997, the Company issued 555,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.

     Unless and until the Company improves its financial results sufficiently 
and maintains such improved results, the Company may have to borrow or raise 
additional capital to fund any cash shortage, in the need should arise.

     At March 31, 1996, the Company had owed $250,000 plus accrued interest 
and legal fees as required under the default provisions of the note, to the 
Calvin Black Trust.  During the current period, the Company liquidated this 
note by payments and by the exchange of equity a subsidiary had in another 
company, terminating the legal action brought upon the default.

ITEM 7 - FINANCIAL STATEMENTS - SEE PAGE F-1

     The Company was not able to complete its financial statements in time to 
file this form 10-KSB report because the Company is indebted to its 
independent auditors and its independent auditors have advised the Company 
that until such indebtedness is paid it will not be able to furnish the 
Company an independent audit report.

     The Company intends to amend the Form 10-KSB to include audited financial 
statements and full discussion of financial condition and results of 
operations as soon as possible.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE. - Not applicable

                                       -16-
<PAGE>

                                     PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The executive officer and directors of the Company as of June 30, 1997 
are as follows:

Name                    Age          Position with the Company

Larry S. Berman         61          Chairman, Chief Executive Officer, 
Secretary,                          and Director

William H. Patrowicz    49          President, Chief Operating Officer, 
Treasurer                           and Director


     LARRY S. BERMAN has served as Chairman, Secretary, and Director of the 
Company since June 1992.  Since 1982, Mr. Berman has been Vice President of 
Coastal Leasing and Investment, Inc. where he is responsible for restructuring 
and otherwise assisting companies raise debt and equity funds.

     WILLIAM H. PATROWICZ has served as President, Chief Operating Officer, 
and Director of the Company since June 1992.  From 1982 to December 1991, Mr. 
Patrowicz was employed by Gunnebo Fastening Corp., most recently as Senior 
Vice President of Operations.

     Directors hold office until the next annual meeting of stockholders 
following their elections, or until their successors are elected and 
qualified.  Officers are elected annually by the Board of Directors and serve 
at the discretion of the Board.

                                       -17-
<PAGE>

ITEM 10 - EXECUTIVE COMPENSATION

The following table sets forth the cash compensation paid by the Company to 
its chief executive officer and each of its executive officers whose total 
cash compensation exceeded $100,000 for the fiscal period ended March 31, 
1997, 1996 and 1995, respectively:

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

Larry S. Berman         1995     117,000(1)        0               0
Chairman and Chief      1996     156,000           0               0
Executive Officer       1997     156,000           0               0


William H. Patrowicz    1995     110,500(2)        0               0
President and Chief     1996     130,000           0               0
Operating Officer       1997     130,000           0               0


(1)     Includes a portion of a $156,000 annual salary which took effect 
        January 1, 1995.
(2)     Includes a portion of a $130,000 annual salary which took effect 
        January 1, 1995.
     The value of personal benefits furnished to Mr. Patrowicz and Mr. Berman 
did not exceed 10% of their respective cash compensation.

     In February 1996, the Company and Mr. Lloyd Kartchner, Chief Executive 
Officer and Director of Navtech, agreed to a mutual separation of the parties 
under certain terms and conditions.  Among the most important terms being, Mr. 
Kartchner has agreed not to compete with the Company for a period of three 
years in return for a buy out of his employment contract in the amount of 
$150,000, release of his personal guarantees associated with the Company's 
business, release of the Escrow Agreement, registration of his Holly Products, 
Inc. shares of Common Stock and indemnification for any claims, past or 
future.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Set forth below is information at September 15, 1997, concerning the 
beneficial ownership of Common Stock by (i) all persons known by the Company 
to own beneficially 5% or more of the Company's Common Stock, (ii) each 
director of the Company and (iii) all directors and executive officers of the 
Company as a group.

                                       -18-
<PAGE>


 Shares Beneficially Owned (Post Split)

Name (1)(2)(3)                         Number      Percent

Larry S. Berman (3)                   1,669,616      7.7%
Chairman, Chief Executive
Officer, Secretary, and
Director of the Company

William H. Patrowicz                  1,333,180      6.2%
President, Chief Operating
Officer, Treasurer,
and Director

All Directors and Executive           3,002,796     13.9%
Officers as a Group (2 persons)

(1)     Except as indicated below, all of such persons and entities have sole 
        investment and voting power over the shares listed as being owned by
        them.

(2)     The addresses of certain of such persons are:

        Larry Berman                    
        William H. Patrowicz
        Holly Holdings, Inc.
        200 Monument Road, Suite 10     
        Bala Cynwyd, Pennsylvania 19004     

(3)     Norlar, Inc. is the record holder of a portion of such shares.

                                       -19-
<PAGE>

ITEM 12 - CERTAIN TRANSACTIONS

     On April 20, 1995, the Company acquired 5,000,000 shares of Common Stock 
of Country World Casinos, Inc. ("Country World"), in exchange for the 
cancellation of $1,000,000 of indebtedness owed by Country World to the 
Company. In June 1997, the Company acquired 1,250,000 additional shares in 
exchange for the cancellation of $250,000 of indebtedness.  The Company also 
acquired 16,667 shares of Country World Common Stock in a separate transaction 
for $50,000. Country World has purchased real estate located in the gaming 
district of Black Hawk, Colorado, on which it seeks to construct the Casino. 
In addition, the Company acquired an additional 2,250,453 shares of Common 
Stock of Country World from certain existing shareholders of Country World, in 
exchange for 744,592 shares of the Company's Common Stock. As of June 30, 
1997, the Company owns 65% of the outstanding shares of Country World Common 
Stock.

     From December 1995 to March 1997, the Company sold 1,162,000 shares of 
its Series E Convertible Preferred Stock for $10.00 per share.   This 
transaction was done in accordance with Regulation S of the Securities Act of 
1933.  The Series E Preferred Stock is convertible into the Company's Common 
Stock at the lesser of 75% of the bid price on the date of closing or 65% of 
the bid price on the five days preceding the conversion date.  The Company 
received net proceeds from this transaction of approximately $9,751,000.  The 
proceeds were utilized for repayment of debt, settlement of litigation fees 
associated with securing financing for Country World Casinos, Inc.  and 
working capital for the Company and Navtech.

     In December 1995, the Company committed to guaranty a $5 million loan for 
Country World for use in paying the secured and unsecured creditors of Country 
World.  The loan was approved by the U.S. Bankruptcy Court for the District of 
Colorado and said funds were distributed in accordance with the Court's Order 
in March 1997.

     In March 1997, the United States Bankruptcy Court for the District of 
Colorado dismissed Country World from its pending Chapter 11 case.
     
     On October 10, 1995, Phil B. Acton, Trustee of the Calvin Black Trust 
commenced a lawsuit against the Company in the United States District Court 
for the District of Utah, Central Division, case number 95CV 09305. This 
action seeks repayment of a promissory note in the principal amount of 
$500,000.  On January 15, 1996 the Company, the Calvin Black Trust and Norlar, 
Inc. a corporation owned by Mr. Larry Berman, the Chairman and Chief Executive 
Officer of the Company and his spouse entered into a Sale and Forbearance 
Agreement pursuant to which The Calvin Black Trust sold to Norlar $250,000 of 
the indebtedness owed by the Company in exchange for $250,000 in cash from 
Norlar and Norlar agreed to deliver to the Calvin Black Trust upon the 
effectiveness of a Registration Statement either 250,000 shares of the 
Company's Common Stock or $500,000 worth of the Company's Common Stock 
whichever be greater.  In exchange, The Calvin Black Trust agreed to forbear 
from taking any further actions for a period of six months from the date of 

                                       -20-
<PAGE>

the Sale and Forbearance.   The Company will repay Norlar the $250,000 and 
replace the shares of the Company's Common Stock that Norlar is required to 
deliver to The Calvin Black Trust pursuant to the terms of the Sale and 
Forbearance Agreement in either cash or the Company's securities as determined 
by the Company's Board of Directors.  In April 1996, the Agreement was amended 
and the Trust was paid an additional $150,000 and Norlar agreed to deliver to 
the Trust, upon effectiveness of a Registration Statement, either 200,000 
shares of the Company's Common Stock or $348,000 worth of the Company's Common 
stock, whichever be greater, for an extension of time to file a Registration 
Statement.  In August 1996, the Company liquidated this note by payments and 
by the exchange of equity a subsidiary had in another company, terminating the 
legal action brought upon the default.

     In April 1996, the Company filed for approval with the State of New 
Jersey, pursuant to the provisions of Section 14A:7-2(2) of the New Jersey 
Business Corporation Act, a Certificate of Amendment to its Certificate of 
Incorporation to authorize the issuance of 555,000 of Preferred Stock of the 
Corporation to be designated Class Z Preferred Stock, $0.25 par value.  Such 
designation was approved by the State in April 1996.  In September 1996, such 
authorization was increased to 1,050,000 shares and issued in exchange for 
debt.  In July 1997, the shares of Series Z preferred stock were converted 
into 5,068,140 shares of common stock.  The reason for such authorization is 
due to the Company, its Board of Directors and management team as a whole, 
submitting to a licensing procedure enforced by the State of Colorado Gaming 
Commission.  Under the terms of the licensing procedure, all parties must be 
licensed prior to opening operations of Country World Casinos and if there was 
to be a sudden change in control in the Board of Directors or management team, 
the Casino would be forced to close until new personnel could be licensed, 
quite possibly bankrupting the Company.

     In June 1996, the Company issued an aggregate of 1,300,000 shares of its 
Common Stock to Messrs. Irwin Schneider, Eugene Lombardo and Scott Schneider 
in return for certain services performed by these individuals on behalf of the 
Company.

     In September 1996, the Company issued 57,333 shares of common stock to N 
& A Promotions in return for certain services performed for the Company.

     In September 1996, a debt of $30,000 owed to Sunrise, Inc. was converted 
into 30,000 shares of Series C Preferred Stock and pursuant to the terms 
thereof, into 120,000 shares of common stock.

     In October 1996, the Company issued 450,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.

     In March 1997, the Company issued 100,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.

     In April 1997, the Company issued 250,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.

     In April 1997, the Company issued 555,000 shares of common stock to 
Sparta Capital Ltd. for the exercise of its warrants.
     
                                       -21-
<PAGE>

ITEM 13 - EXHIBITS


EXHIBIT
NUMBER          DESCRIPTION OF EXHIBIT

None

                                       -22-
<PAGE>

SIGNATURES

     In accordance with Section 13 or 15 (d) of the Exchange Act of 1934, the 
issuer caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

                                        HOLLY HOLDINGS, INC.

Dated:     September 29, 1997           /s/Larry S. Berman
                                        Larry S. Berman
                                        Chairman of the Board,
                                        Chief Executive Officer,
                                        Secretary and Director


Dated:     September 29, 1997          /s/William H. Patrowicz
                                       William H. Patrowicz
                                       President, Chief Operating
                                       Officer, Treasurer and Director


     In accordance with the Exchange Act, this report has been signed below by 
the following persons on behalf of the Registrant in the capacities and on the 
dates indicated.



/s/Larry S. Berman         Chairman, Chief Executive        September 29, 1997
Larry S. Berman            Officer, Secretary and Director

/s/ William H. Patrowicz   President, Chief Operating       September 29, 1997
William H. Patrowicz       Officer, Treasurer and Director


                                       -23-
<PAGE>