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


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


               For the period ended March 31, 2001

                 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  (856) 222-9611

     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 75,000,000 shares of
its common stock outstanding as of March 31, 2001.

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

                              INDEX



Part I:   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Balance Sheet as of March 31, 2001 Statements of Losses
for the three months ended March 31, 2001 and 2000 and nine
months ended March 31, 2001 and 2000 and for the period from
November 9, 1982 Date of Inception) through March 31,2001 Statements
of cash flows for the nine months ended March 31, 2001 and 2000 and
for the period from November 9, 1982 Date of Inception)
through March 31, 2001

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
                                 UNAUDITED

                                              March 31,      June 30,
                                                2001           2000

                       ASSETS
        CURRENT ASSETS:
        Cash                                   $   383             -
        Prepaid Interest                        91,935        91,935
               Total Current Assets             92,318        91,935

        Property, Plant & Equipment, Net    20,412,051    18,220,670

        OTHER ASSETS
        Deposits                                35,000        35,000

                                           $20,539,369    18,347,605



                    LIABILITIES
        CURRENT LIABILITIES
        Accounts Payable and Accrued
         Liabilities                        $3,359,534    $2,551,057
        Due to Officers and Parent           1,103,418       958,594
        Other Liabilities                       83,032        42,946
        Note Payable                           998,000       998,000
        Note Payable Related Parties        11,199,262     9,699,137

              Total Current Liabilities     16,743,246    14,249,734


        COMMITMENTS & CONTINGENCIES

                STOCKHOLDER'S EQUITY

        Series A Preferred Stock, par value          -             -
        $.001 per share, 25,000,000 shares
        authorized, 2,250,000 shares
        outstanding at March 31, 2001 and
        June 30, 2000

        Series B Preferred Stock, par value  1,250,000       275,000
        $.25 per share, 5,000,000 shares
        authorized, 5,000,000 shares
        outstanding at March 31, 2001 and
        100,000 at June 30, 2000

        Common Stock, par value $.001 per       75,000        61,582
        share, 75,000,000 shares authorized
        75,000,000 shares outstanding at
        March 31, 2001 and 54,331,687 at
        June 30, 2000

        Additional Paid In Capital          10,381,367    11,296,311

        Deficiency accumulated during
        development stage                  (7,910,244)   (7,535,022)

             Total Stockholder's Equity      3,796,123     4,097,871

                                           $20,539,369    18,347,605

     See accompanying footnotes to the unaudited financial statements

<PAGE>
<TABLE>

                        COUNTRY WORLD CASINOS, INC.
                      (A developmental stage company)
                           STATEMENTS OF LOSSES
                                                                      For the Period
                                                                     from November 9,
                                                                      1982 (Date of
                             Three Months Ending  Nine Months Ending    Inception)
                                   March 31,           March 31,     through March 31,
                                2001      2000      2001      2000        2001
<S>                             <C>       <C>       <C>       <C>         <C>
 Expenses
 Research & Development        $   -     $   -     $   -     $         $ 122,000
 General and Administrative  110,270   113,743   363,403   485,801     7,433,710
 Depreciation                      -         -         -         -        50,419
 Interest Expense             11,982    54,560    11,982    54,560       336,409
 Total Expenses              122,252   168,303   375,385   540,361     7,942,538

 Net Ordinary Income       (122,252) (168,303) (375,385) (540,361)   (7,942,538)

 Other Expense & Income
 Interest Income                 113         -       163         -       109,653
 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                113         -       163         -     (135,019)

 Loss from continuing       (122,139) (168,303) (375,222) (540,361)  (8,077,557)
  operations before
  extraordinary item and
  income taxes
 Provision from income             -         -         -         -            -
  taxes (benefit)
 Loss from continuing       (122,139) (168,303) (375,222) (540,361)  (8,077,557)
  operations before
  extraordinary item
 Extraordinary Item
   Extraordinary Gain on
    Forgiveness of Debt,
 Primarily Related Party           -         -         -         -       167,152

 Net Income (Loss)       $(122,139) $(168,303) $(375,222) $(540,361) $(7,910,405)


 Loss per common share       $(0.00)   $(0.00)   $(0.01)   $(0.01)       $(0.25)
  (basic and assuming
  dilution)
 Weighted average common
  shares outstandin     75,000,000 61,581,690 75,000,000 61,581,690

     See accompanying footnotes to the unaudited financial statements
</TABLE>
<PAGE>
<TABLE>
                       COUNTRY WORLD CASINOS, INC.
                     (A developmental stage company)
                        STATEMENTS OF CASH FLOWS

                                                                              For the
                                                                            Period from
                                                                            November 9,
                                                                           1982 (Date of
                                                                             Inception)
                                                       Nine Months ending     through
                                                           March 31,         March 31,
                                                        2001       2000        2001
<S>                                                     <C>        <C>         <C>
Cash flows from operating activities:
  Net income from operating activities              $(375,222)  $(540,360) $(8,077,558)
  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          -           -     1,184,757
      Preferred stock issued in exchange for services       -           -       400,000
      Loss on Nonmarketable Securities                      -           -      (85,000)
      Write off of Loan Receivable                          -           -      (90,000)
      Extraordinary Item, Primarily Related Party           -           -       167,152
      Allocation of Management Fees - Related Party         -           -       408,000
        Change in:
            Prepaid expenses and other assets               -           -     (779,435)
            Accounts payable and accrued expenses     848,563     833,407     3,767,499
   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                473,341     293,047   (3,030,267)
Cash flows used in investing activities:
     Acquisition of Property, improvements
      and equipment                               (2,191,381) (1,690,242)  (12,795,271)
     Deposits & Other                                       -           -      (62,000)
     (Increase) Decrease in Restricted Cash                 -           -      (35,000)
     Net cash used in investing activities        (2,191,381) (1,690,242)  (12,892,271)
Cash flows (used in)/provided by financing
 activities:
     Payment of Capital Lease Obligation                    -           -       (4,233)
     Proceeds from Long-Term Borrowings, net        1,644,949   1,397,195    10,629,995
     Proceeds from Stock and Warrant Issuance          73,474           -     5,294,309
     Capital Contribution                                   -           -         2,850
     Net cash used in financing activities          1,718,423   1,397,195    15,992,921

Net increase in cash and cash equivalents                 383           -           383
Cash and cash equivalents at July 1                         -           -             -
Cash and cash equivalents at December 31                $ 383         $ -         $ 383

Supplemental Disclosure of Cash Flow:
Interest Paid                                               -           -         5,761
Common Shares issued for property                           -           -       250,000
Preferred Shares issued for property                        -           -     2,250,000
Common Shares issued for services and debt                  -           -     1,184,757
Preferred Shares issued for services and debt               -           -       400,000
Non Cash Acquisition of property, improvements,
 and equipment                                      2,191,391           -     6,288,850
Non Cash Proceeds from Notes Payable                1,644,694           -     4,564,820

    See accompanying footnotes to the unaudited financial statements
</TABLE>
<PAGE>

                       COUNTRY WORLD CASINOS, INC
                      NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001
                               (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 nine-month period  ended  March
31,  2001  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  March  31,  2001,  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.


LIQUIDITY & CAPIRAL RESOURCES

As  of March 31, 2001, the Registrant had a deficit in working capital of
$16,650,928.  As  a  result of the Company's operating  losses  from  its
inception  through March 31, 2001, the Registrant generated a  cash  flow
deficit  of  $3,030,267 from operating activities.  Cash  flows  used  in
investing activities was $12,892,271 during the period November  9,  1982
through March 31, 2001. 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 May or June 2001.

In  exchange  for Dartmouth's contribution, the Company  has  issued  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  contributed  6
million  shares of common stock and 500,000 shares of Series B  preferred
stock to Dartmouth. Although issued, the Company retains voting rights of
such stock until funded by 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 the Dartmouth commitment 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 March 31,  2001
were approximately $ 122,000.

<PAGE>

The  Company  does not anticipate incurring product research  costs,
but  will however incur development costs during the next 12  months
if the Dartmouth funding is provided.


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.


NUMBER OF EMPLOYEES
During  the  period ended March 31, 2001, 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; UNCERTAINTY 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

<PAGE>

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  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
As  of  March 31, 2001, the Company's Common Stock is quoted on  the
National  Quotation Bureau, or the "Pink Sheets"  under  the  ticker
symbol  "CWRC"  and  there are 75,000,000  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.

In  January  2001, the Company file amended 10-KSB's for  the  years
ended  June  30,  1998, June 1999 and June 2000.  Additionally,  the
Company  filed an amended 10-QSB for the period ended September  30,
2000.

Following  filing with The Securities and Exchange  Commission,  the
Company  made contact with a market maker who accordingly filed  the
appropriate documentation for re-listing on the OTC Bulletin Board.


PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings

               None

Item 2 - Changes in Securities and Use of Proceeds

               (a) None

               (b) None

               (c) None

<PAGE>

Item 3.  Defaults Upon Senior Securities

               None

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

               None

Item 5.  Other Information

               None


ITEM 6.  Exhibits and reports on Form 8-K

          (a)  Exhibits

             None


          (b) Reports on Form 8-K filed during the nine months ended
                    March 31, 2001.

                     Form  8-K,  as  filed with the  Securities  and
          Exchange  Commission in November 2000  with  regard  to  a
          change  in  auditing  firms to be  used  by  the  Company.

<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


May 15, 2001                            By: /s/ William Patrowicz
Date                                    William Patrowicz
                                        President and
                                        Chief Executive Officer