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


                         FORM 10QSB/A-1
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


             For the period ended September 30, 2000

                 Commission file number 0-22450

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

           Nevada                                13-3140389
   (State of jurisdiction of incorporation)(IRS Employer I.D.
                             Number)

   200 Monument Road, Suite 9, Bala Cynwyd, Pennsylvania 19004
            (Address of principal executive offices)

          Registrant's telephone number  (610) 617-9990

     Check whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act during the past 12 months (or for such shorter
period as 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 ___

Indicate the number of shares outstanding of each of the issuer's
class of common stock.  The Registrant had 61,581,687 shares of
its common stock outstanding as of September 30, 2000.

<PAGE>

                   COUNTRY WORLD CASINOS, INC.
                  (A Development Stage Company)

                              INDEX



Part I:   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Balance Sheet as of September 30, 2000
          Statements of Losses for the three months ended
               September 30, 2000 and 1999 and for the period
               from November 9, 1982 (Date of Inception) through
               September 30, 2000
          Statements of Stockholders' Equity
          Statements of cash flows for the three months ended
               September 30, 2000 and 1999 and for the period
               from November 9, 1982 (Date of Inception) through
               September 30, 2000

Item 2.   Management's Discussion and Analysis or Plan of
Operation

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults 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>

                        COUNTRY WORLD CASINOS, INC.
                      (A developmental stage company)
                               BALANCE SHEET

                                        September    June 30,
                                         30, 2000      2000
                                       (UNAUDITED)

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

              Property, Plant &         18,877,963  18,220,670
              Equipment, Net

              OTHER ASSETS
              Deposits                      35,000      35,000

                                       $19,004,898 $18,347,605

                    LIABILITIES
              CURRENT LIABILITIES
              Accounts payable and
               accrued liabilities      $2,795,850  $2,551,057
              Due to officers            1,017,726     958,594
              Note payable                 998,000     998,000
              Notes payable- related
               parties                  10,149,262   9,699,137
              Other current liabilities     42,946      42,946
                  Total current
                   liabilities          15,003,784  14,249,734

                STOCKHOLDER'S EQUITY
              Series A Preferred Stock,
               par value $.001 per
               share, 25,000,000
               shares authorized, 0
               shares outstanding at
               September 30, 2000 and
               June 30, 2000                     -           -

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

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

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

              Deficiency accumulated
               during development
               stage                   (7,631,779) (7,535,022)

                 Total stockholder's
                  equity                 4,001,114   4,097,871

                                       $19,004,898 $18,347,605

     See accompanying footnotes to the unaudited financial statements

<PAGE>


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

                                       Three        Three        For the
                                      Months       Months      period from
                                       Ended        Ended      November 9,
                                     September    September     1982 (Date
                                      30, 2000     30, 1999    of Inception)
                                                                 through
                                                                September
                                                                 30, 2000
     Costs and Expenses:
          Research & Development      $     -       $     -       $122,000
          General and Administrative   96,757       178,475      7,070,307
          Depreciation                      -             -         50,419

          Interest Expense                  -        31,785        324,427
             Total costs and
              expenses                 96,757       210,260      7,567,153

             Operating loss          (96,757)     (210,260)    (7,567,153)

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

     Loss from continuing operations
      before extraordinary item and
      income taxes                   (96,757)     (210,260)    (7,702,335)
     Provision for income taxes
     (benefit)                              -             -              -
     Loss from continuing
      operations before
      extraordinary item             (96,757)      (96,757)    (7,702,335)

      Extraordinary Item:
      Extraordinary Gain on
       Forgiveness of Debt, Primarily
       Related Party                        -             -        167,152

     Net Loss                      $(210,260)  $(7,535,183)      $(96,757)

     Loss per common share (basic
      and assuming dilution)         $ (0.00)      $ (0.00)       $ (0.80)

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


     See accompanying footnotes to the unaudited financial statements

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


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

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

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

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

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

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

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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

        See accompanying footnotes to the unaudited financial statements

</TABLE>
<PAGE>
<TABLE>


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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net Loss for period
September 30, 2000         -       -         -         -            -       -        -      -          -     (96,757)    (96,757)
                           -     $ - 1,100,000  $275,000   61,581,687 $61,582        -    $ - $11,296,311 $(7,631,777) $4,001,114

        See accompanying footnotes to the unaudited financial statements

</TABLE>
<PAGE>
<TABLE>
                       COUNTRY WORLD CASINOS, INC.
                     (A developmental stage company)
                        STATEMENTS OF CASH FLOWS

                                           Sept 30       Sept 30       For the period
                                             2000         1999         from November
                                                                       9, 1982 (Date
                                                                       of Inception)
                                                                          through
                                                                       September 30,
                                                                            2000
<S>                                         <C>            <C>              <C>
Cash flows from operating activities:
     Net income from operating
      activities                          $(96,757)     $(210,260)      $(7,799,093)
     Adjustments to reconcile net
      income to net cash:
         Depreciation                             -              -            59,867
         Common stock issued in exchange
          for interest                            -              -            14,451
         Common stock issued in exchange
          for services                            -              -         1,192,007
         Preferred stock issued in
          exchange for services                   -              -           272,750
         Loss on Nonmarketable Securities         -              -          (85,000)
         Write off of Loan Receivable             -              -          (90,000)
         Extraordinary Item,
          Primarily Related Party                 -              -           167,152
        Allocation of Management
          Fees - Related Party                    -              -           408,000
           Change in:
               Prepaid expenses
                and other assets                  -              -         (779,435)
               Accounts payable
                and accrued expenses        244,795      (152,104)         2,882,137
      Discontinued Operations:
              Net (Loss)                          -              -         (389,286)
              Adjustments to Reconcile
               Net (Loss) to Net Cash
               (Used For) Operating
               Activities Gain on
               Disposal of Assets                 -              -          389,286
    Net cash from operating activities      148,038       (362,364)      (3,757,164)
Cash flows used in investing
 activities:
     Acquisition of Property,
      improvements and equipment          (657,293)       (107,093)     (11,261,183)
     Investment in Patent                        -               -          (62,000)
     Deposits & Other                            -               -          (35,000)
     (Increase) Decrease in
      Restricted Cash                            -               -                -
     Net cash used in investing
      activities                          (657,293)       (107,093)     (11,358,183)
Cash flows (used in)/provided by
 financing activities:
     Payment of Capital Lease
      Obligation                                 -               -           (4,233)
     Proceeds from Long-Term
      Borrowings, net                      509,255         469,457        9,775,895
     Proceeds from Stock and
      Warrant Issuance                           -               -        5,340,835
     Capital Contribution                        -               -            2,850
     Net cash used in financing
      activities                           509,255         469,457       15,115,347

Net increase in cash and cash
 equivalents                                     -               -                -

Cash and cash equivalents at July 1              -               -                -

Cash and cash equivalents at Sept 30             -               -                -

Supplemental Disclosure of Cash Flow:
 Interest Paid                                   -               -            5,761

Common Shares issued for services                -               -        1,192,007

Preferred Shares issued for
 services                                        -               -          272,750
Non Cash Acquisition of property,
 improvements, and equipment               657,293               -        5,458,294
Non Cash Proceeds from Notes
 Payable                                   509,255               -        3,929,381


    See accompanying footnotes to the unaudited financial statements

</TABLE>
<PAGE>

                       COUNTRY WORLD CASINOS, INC
                      NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000
                               (UNAUDITED)



NOTE A - SUMMARY OF ACCOUNTING POLICIES

GENERAL

The  accompanying unaudited consolidated financial statements  have  been
prepared  in  accordance  with  the  instructions  to  Form  10-QSB,  and
therefore,  do  not  include all the information  necessary  for  a  fair
presentation of financial position, results of operations and cash  flows
in conformity with generally accepted accounting principles.

In  the  opinion  of  management, all adjustments (consisting  of  normal
recurring  accruals)  considered necessary for a fair  presentation  have
been  included.  Operating  results  for  the  three-month  period  ended
September 30, 2000 are not necessarily indicative of the results that may
be  expected  for  the year ended June 30, 2001. The unaudited  condensed
consolidated financial statements should be read in conjunction with  the
consolidated  June  30, 2000 financial statements and  footnotes  thereto
included in the Company's SEC Form 10KSB/A.

BASIS OF PRESENTATION

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

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


Certain  prior  period  amounts  have been reclassified  for  comparative
purposes

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the Company's
Consolidated  Financial Statements and Notes thereto, included  elsewhere
within this Report.

DESCRIPTION OF THE COMPANY

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

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

Since  the Company's purchase of the Black Hawk Property in August  1993,
the   Company's  activities  have  focused  on  obtaining  the  necessary
financing and making preparations for construction of the casino  on  the
Property.

FORWARD LOOKING STATEMENTS

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.

PLAN OF OPERATION

The Company is still in the development stage and is yet to earn revenues
from  operations.  The Company may experience fluctuations  in  operating
results in future periods due to a variety of factors including, but  not
limited to, the Company's obtaining additional  financing for the planned
Casino/  Hotel  complex,   the  securing  licenses  and  compliance  with
governmental  regulations,  grading  and  construction  of  the   planned
Casino/Hotel site, obtaining the necessary permits and approvals from the
City  of  Black  Hawk for construction of the planned  Casino/Hotel,  and
other  regulatory  bodies,  procuring gaming  equipment  on  satisfactory
terms, and accomplishing these objectives in a timely manner.

The  Company  is actively pursing additional equity and debt  financing
through discussions with investment bankers and private investors.  There

<PAGE>

can  be  no  assurance the Company will be successful in  its  effort  to
secure additional financing

RESULTS OF OPERATIONS

      The  Company  has  generated no revenues from operations  from  its
inception. The ability of the Company to generate revenues in the  future
will  be  dependent  upon realization of its plans to develop  a  planned
Casino/Hotel  complex.   The  Company  continues  to  incur   losses   of
approximately $200,000 per month to service the Company's debt secured by
the  real  property  and improvements in addition to ongoing  obligations
such as rent and utilities for the Company's corporate office.

<PAGE>

LIQUIDITY & CAPITAL RESOURCES

As of September 30, 2000, the Registrant had a deficit in working capital
of  $14,911,849. As a result of the Company's operating losses  from  its
inception  through September 30, 2000, the Registrant  generated  a  cash
flow deficit of $3,757,164 from operating activities. Cash flows used  in
investing  activities  was $11,358,183  during  the
period  November 9, 1982 through September 30, 2000. The Company met  its
cash  requirements  during this period through the private  placement  of
$5,340,835 of the Company's common and preferred stock and loan  proceeds
of $9,775,895.

In  July  2000,  the  Company signed a memorandum of  understanding  with
Dartmouth  General  Capital  Management,  Ltd.  (Dartmouth),  amended  in
November  2000,  which, if consummated, provide will provide  capital  of
approximately $15 million to pay the secured and unsecured  debt  of  the
Company and an aggregate of $80 million in financing to begin development
and  construction  of  its  planned  Black  Hawk,  Colorado  Casino/Hotel
project.


It is anticipated that funding will commence in January 2001.

In  exchange  for Dartmouth's contribution, the Company  will  issue  the
balance  of  its authorized but unissued shares of common  and  preferred
Series  B stock to Dartmouth (approximately 13.4 and 3.9 million  shares,
respectively) and certain existing Company shareholders will contribute 6
million  shares of common stock and 500,000 shares of Series B  preferred
stock  to  Dartmouth. If the transaction is consummated,  Dartmouth  will
have accumulated approximately 50.6% of the voting stock of the Company.


While  Dartmouth is confident in its abilities to provide  the  financing
described  above,  there  can be no assurance that  the  transaction  and
related financing will be consummated.

While  the  Company  has raised capital to meet its working  capital  and
financing needs in the past, additional financing is required in order to
meet  the  Company's  current  and  projected  cash  flow  deficits  from
operations and development.  The Company is seeking financing in the form
of  equity and debt in order to provide the necessary working capital and
construction  financing.  The Company currently has  no  commitments  for
financing.   There  are no assurances the Company will be  successful  in
raising the funds required.

PRODUCT RESEARCH AND DEVELOPMENT

Company-sponsored research and development costs related to both  present
and   future  products  are  expended  in  the  period  incurred.   Total
expenditures on research and product development for the period  November
9, 1982 (date of inception) through September 30, 2000 were approximately
$ 122,000.

The   Company   does  not  anticipate  incurring  product  research   and
development costs during the next 12 months.


ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT

The  Company does anticipate the sale of any significant property,  plant
or  equipment  during  the  next  twelve months.  The  Company  does  not
anticipate  the  acquisition  of  any  significant  property,  plant   or
equipment  during the next 12 months, other than computer  equipment  and
peripherals  used  in  the Company's day-to-day operations.  The  Company
believes  it has sufficient resources available to meet these acquisition
needs.

<PAGE>

NUMBER OF EMPLOYEES

During  the  period  ended September 30, 2000, the Company  had  two  (2)
employees.  In  order  for  the Company to  attract  and  retain  quality
personnel,  the  Company anticipates it will have  to  offer  competitive
salaries  to current and future employees. Subject to obtaining financing
for  the  construction of the planned Casino/Hotel complex,  the  Company
anticipates increasing its employment base to   ten (10) to fifteen  (15)
employees during the next 12 months. As the Company continues to  expand,
the  Company  will incur additional costs for personnel.  This  projected
increase  in personnel is dependent upon the Company generating  revenues
and  obtaining sources of financing. There are no assurances the  Company
will  be  successful in raising the funds required or generating revenues
sufficient to fund the projected increase in the number of employees.

TRENDS, RISKS AND UNCERTAINTIES

The  Company  has  sought to identify what it believes  to  be  the  most
significant risks to its business, but cannot predict whether or to  what
extent  any of such risks may be realized nor can there be any assurances
that  the  Company  has identified all possible risks that  might  arise.
Investors  should  carefully consider all of  such  risk  factors  before
making an investment decision with respect to the Company's stock.

LIMITED  OPERATING  HISTORY: ANTICIPATED LOSSES;  UNCERTAINLY  OF  FUTURE
RESULTS.

The Company has only a limited operating history upon which an evaluation
of  the  Company and its prospects can be based.  The Company's prospects
must be evaluated with a view to the risks encountered by a company in an
early  stage  of development, particularly in light of the  uncertainties
relating to the construction and development of the Casino/Hotel  complex
intends  to  complete  and operate and the acceptance  of  the  Company's
business  model.   The  Company  will  be  incurring  costs  to  develop,
introduce  and  enhance its interactive website, to  establish  marketing
relationships, to acquire and develop products that will compliment  each
other  and  to build an administrative organization.  To the extent  that
such expenses are not subsequently followed by commensurate revenues, the
Company's business, results of operations and financial condition will be
materially  adversely  affected.  There can  be  no  assurance  that  the
Company  will be able to generate sufficient revenues from the  operation
of  the planned Casino/Hotel. The Company expects negative cash flow from
operations  to  continue for the next 12 months as it continues  to  seek
financing  for  the planned Casino/Hotel complex.  If cash  generated  by
operations   is   insufficient  to  satisfy   the   Company's   liquidity
requirements,  the Company may be required to sell additional  equity  or
debt  securities.   The  sale of additional equity  or  convertible  debt
securities   would  result  in  additional  dilution  to  the   Company's
stockholders.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company's quarterly operating results may fluctuate significantly  in
the future as a result of a variety of factors, most of which are outside
the  Company's  control, including but not limited to, financing  of  the
planned  Casio/Hotel  facility, construction of the  facility,  obtaining
necessary   licenses  and  permits  for  development  and   construction,
competing  entertainment  products and locations;  seasonal  trends;  the
amount and timing of capital expenditures and other costs relating to the
planned  development  of  the  Company's  Casino/Hotel  facility;   price
competition or pricing changes in the industry; technical difficulties or

<PAGE>

system  downtime;  general economic conditions, and  economic  conditions
specific to the gaming and hospitality industry.  The Company's quarterly
results  may  also  be  significantly  impacted  by  the  impact  of  the
accounting  treatment  of acquisitions, financing transactions  or  other
matters.  Particularly at the Company's early stage of development,  such
accounting  treatment can have a material impact on the results  for  any
quarter.   Due to the foregoing factors, among others, it is likely  that
the  Company's operating results will fall below the expectations of  the
Company or investors in some future quarter.

LIMITED PUBLIC MARKET, POSSIBLE VOLATILITY OF SHARE PRICE

The  Company's Common Stock is currently quoted on the National Quotation
Bureau,  or  the  "Pink Sheets" under the ticker symbol  "CWRC".   As  of
September 30, 2000, there were approximately 61,581,687 shares of  Common
Stock outstanding.  There can be no assurance that a trading market  will
be  sustained  in  the  future.  Factors such as,  but  not  limited  to,
financing  of  the  planned  Casio/Hotel facility,  construction  of  the
facility,  obtaining necessary licenses and permits for  development  and
construction,  acquisitions or strategic alliances entered  into  by  the
Company   or   its  competitors,  failure  to  meet  security   analysts'
expectations,  government regulatory action, and  market  conditions  for
gaming and hospitality stocks in general could have a material effect  on
the volatility of the Company's stock price.



PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings

               None

Item 2 - Changes in Securities and Use of Proceeds

               (a) None

               (b) None

               (c) None


Item 3.  Defaults Upon Senior Securities

               None

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

               None

Item 5.  Other Information

               None

<PAGE>

ITEM 6.  Exhibits and reports on Form 8-K

          (a) Exhibits


               27.1 Financial Data Schedule


          (b) Reports  on  Form  8-K filed during the three months  ended
                    September 30, 2000.

               None

<PAGE>

SIGNATURES


In  accordance with the requirements of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                        Country World Casinos, Inc.
                                        Registrant


January 19, 2001                        By: /s/ William Patrowicz
Date                                        William Patrowicz
                                            President and
                                            Chief Executive Officer
<PAGE>