FORM 10-QSB


                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   

(X)       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended March 31, 1999

                     Commission file number 0-22450

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

                     For the transition period from               to   

                     For quarter ended                 Commission File Number

                                 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 10, 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 54,331,687 shares of its
common stock outstanding as of March 31, 1999.

<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

INDEX


Part I:         FINANCIAL INFORMATION

Item 1.   Financial Statements

           Balance Sheet as of March 31, 1999 (Unaudited). . . . . . 1

           Statements of Operations for the nine months ended
             March 31, 1999 and 1998 and for the period from
             November 9, 1982 (Date of Inception) through March
             31, 1999 (Unaudited). . . . . . . . . . . . . . . . . . 3

           Statements of Stockholders' Equity (Unaudited). . . . . . 4

           Consolidated Statement of Cash Flow (Unaudited) . . . . . 9

Item 2.   Management's Discussion and Analysis or Plan of Operation. 9

Part II:  OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . .  12

Item 3.   Defaults upon Senior Securities. . . . . . . . . . . . .  12

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . .  12

Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . .  13

<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF DECEMBER 31, 1998 (UNAUDITED)


ASSETS:
CURRENT ASSETS:
 Cash                                              $         0
 Prepaid Interest                                       61,290
 Prepaid Expense                                        15,000
 Due From Parent                                        13,233

 TOTAL CURRENT ASSETS                                   89,523
 

PROPERTY AND EQUIPMENT: 
 Land                                                6,750,475
 Casino Under Development                           11,092,504

 TOTAL PROPERTY AND EQUIPMENT                       17,842,979


OTHER ASSETS
 Deposits                                               35,630

 TOTAL ASSETS                                     $ 17,968,132


                                     1
<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET AS OF MARCH 31, 1999 (UNAUDITED)


LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
                Accounts Payable                             $  3,621,848
                Payroll and Property Taxes Payable                160,799
                Accrued Expenses                                   21,600
                Notes Payable                                   3,433,961
                Accrued Interest                                  573,901
                Other Current Liabilities                          35,979

                TOTAL CURRENT LIABILITIES                       7,848,088

LONG-TERM LIABILITIES:

   TOTAL LONG-TERM LIABILITIES                                  5,000,000

STOCKHOLDERS' EQUITY:
  Convertible Preferred Stock.  Series A. $.001 
  Par Value 2,250,000 Shares Authorized,  2,250,000
  Shares Issued and Outstanding (Liquidation
  Preference $7,492,500)                                            2,250

  Common Stock, $.001 Par Value, 75,000,000 Shares
  Authorized, 54,331,687 Issued and Outstanding                    54,331

  Convertible Preferred Stock, Class B, $.25 Par Value,
  5,000,000 Shares Authorized, 1,100,000 Shares Issued
  and Outstanding                                                 275,000

  Additional Paid-in Capital                                   11,176,474

  Deficit Accumulated During the Development Stage             (6,388,011)

  TOTAL STOCKHOLDERS' EQUITY                                    5,120,044

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 17,968,132

See Notes to Financial Statements

                                     2
<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (UNAUDITED)


                                                            FOR THE PERIOD FROM
                                                              NOVEMBER 9, 1982
                                                            (DATE OF INCEPTION)
                                           NINE MONTHS ENDED     THROUGH
                                               MARCH 31,         MARCH 31,
                                           1999       1998         1999

COSTS AND EXPENSES:
 Research and Development Costs          $          $           $   122,000 
 Professional Fees - Due to Bankruptcy                23,083        514,756 
 Management Fee - Related Party                                     416,321
                                                                    
 General and Administrative Expenses      684,176    818,605      5,003,478 
 Depreciation                              15,533      4,743         65,952 

 TOTALS                                   699,709    846,431      6,122,507 

OTHER INCOME (EXPENSE):
 Interest Income                                      14,678        109,490 
 Interest Expense                        (109,778)   (92,267)      (113,988)
 Interest Expense - Related Party                                  (199,019)
 Rental Income                                                       45,126 
 Loss on Non-Marketable Securities                                  (85,000)
 Write off Loan Receivable                                          (90,000)
 Forfeited Deposit                                                 (100,000)
 Other Income                                                           735 

 TOTALS                                  (109,778)   (77,589)      (432,656)

 (Loss) from Continuing Operations
  Before Discontinued Operations and
  Extraordinary Item                     (809,487)  (924,020)    (6,555,163)

DISCONTINUED OPERATIONS:
 Gain on Disposal of Subsidiaries                                   389,286 
 (Loss) from Discontinued Operations                               (389,286)

 Total Discontinued Operations                                     
                                                                   
 
 (LOSS)  BEFORE EXTRAORDINARY ITEM       (809,487)  (924,020)    (6,555,163)

EXTRAORDINARY ITEM:
 Extraordinary Gain on Forgiveness
   of Debt                                                          167,152

 NET (LOSS)                             $(809,487) $(924,020)   $(6,388,011)

PER SHARE DATA:
 Net (Loss) Per Common Share              $ (0.02)     $(0.07)


WEIGHTED AVERAGE NUMBER OF SHARES      54,331,687  13,488,243  
 
See Notes to Financial Statements


                                     3
<PAGE>

<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>
,
November 9, 1982 (Date
 of Inception)            --   $  --        --   $  --        --   $  --        --   $  --   $      --    $      --     $    --  

Issuance of Shares for
 Cash ($.51 Per Share)    --      --        --      --     2,971      15        --      --       1,510           --       1,525 
 
Issuance of Common
 Stock to the Public
 ($12.50 Per Share)       --      --        --      --     1,474       8        --      --     644,992           --     645,000 

Deferred Offering Costs   --      --        --      --        --      --        --      --    (115,690)          --    (115,690)

Cancellation of Common
 Stock                    --      --        --      --      (800)     (4)       --      --           4           --          -- 

Issuance of Shares for
  Services ($.18 Per
 Share)                   --      --        --      --    85,714     429        --      --      14,571           --      15,000 

Issuance of Common Stock
 at a Discount ($.02 Per
 Share)                   --      --        --      -- 1,339,212   6,696        --      --      13,304           --      20,000 

Capital Contribution      --      --        --      --        --      --        --      --       2,850           --       2,850 

Net Loss for the Period
 From November 9, 1982
 (Date of Inception)
 Through June 30, 1992    --      --        --      --        --      --        --      --          --     (221,169)   (221,169)

 Balance - June 30, 1992  --      --        --      -- 1,428,571   7,144        --      --     561,541     (221,169)    347,516 

Issuance of Common Stock
 at a Discount for
 Services ($.02 Per
 Share, May 1993          --      --        --      --   714,287   3,571        --      --       8,929           --      12,500 

Net Loss for Year Ended
 June 30, 1993            --      --        --      --        --      --        --      --          --     (373,401)   (373,401)

 Balance - June 30, 
  1993 - Forward          --   $  --        --   $  -- 2,142,858 $10,715        --   $  --    $570,470    $(594,570)   $(13,385)


See Notes to Financial Statements
</TABLE>

                                     4
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>

 Balance - June 30, 
  1993 - Forward          --   $  --       --    $  -- 2,142,858 $10,715        --   $  --    $570,470    $(594,570)   $(13,385)

Change in Par Value
 from $.005 to $.001      --      --       --       --        --  (8,572)       --      --       8,572           --          --  

Issuance of Shares for
 Cash September 1993
 ($1.00 Per Share)        --      --       --       --   600,000     600        --      --     599,400           --     600,000 
 
Issuance of Shares for
 Cash September 1993
 ($1.00 per Share         --      --       --       -- 1,500,000   1,500        --      --   1,498,500           --   1,500,000 

Issuance of Convertible
 Preferred Stock for
 Acquisition of Land
 Valued at $1.00 Per
 Share Issued July
 1993              2,250,000   2,250       --       --        --      --        --      --   2,247,750           --   2,250,000 

Issuance of Stock to
 Related Party for
 Cash and Services
 Pursuit to Exercise
 of Options ($1.00
 Per Share)               --      --       --       --   250,000     250        --      --     249,750           --     250,000 

Purchase and Cancellation
 of Treasury Stock ($1.00
 Per Share                --      --       --       --  (125,000)   (125)       --      --    (124,875)          --    (125,000)

Issuance of Stock for
 Cash (140,000 Shares
 and 60,662 Shares
 Issued December 1993
 and January 1994,
 Respectively) at
 $2.50 Per Share          --      --       --       --   200,000     200        --      --     499,800           --     500,000 

Balance of Common Stock
 for Acquisition of
 Land Valued at $1.00
 Per Share Issued June
 1994                     --      --       --       --   250,000     250        --      --     249,750           --     250,000 

Issuance of Common Stock
 for Cash and Services
 Pursuant to Exercise of
 Options (75,000 Shares
 and 20,000 Shares Issued
 April and June 1994
 Respectively at $2.50
 Per Share)               --      --       --       --    95,000      95        --      --     237,405           --     237,500 

Issuance of Common Stock
 for Services Rendered
 Valued at $2.50 Per
 Share Issued April 1994  --      --       --       --   200,000     200        --      --     499,800           --     500,000 

Subscription of Common
 Stock Pursuant to
 Private Placement
 Offering ($3.00 Per
 Share)                   --      --       --       --        --      --   262,667     263     787,737           --      788,000 

Net Loss for Year Ended
 June 30, 1994            --      --       --       --        --      --        --      --          --   (1,490,785)  (1,490,785)

Balance - June 30,
 1994 - Forward    2,250,000  $2,250       --     $ -- 5,113,520  $5,113   262,667    $263  $7,324,059  $(2,085,355)  $5,246,330  

See Notes to Financial Statements
</TABLE>
                                     5
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>

Balance - June 30,
 1994 - Forward    2,250,000  $2,250       --     $ -- 5,113,520  $5,113   262,667    $263  $7,324,059  $(2,085,355)  $5,246,330  

Issuance of Common
 Stock Pursuant to
 Private Placement
 Offering ($2.67
 Per Share)               --      --       --       --   460,000     460        --      --   1,229,040           --    1,229,500 
 
Issuance of Stock
 for Outstanding
 Note Issued April
 20, 1995 ($.20 Per
 Share)                   --      --       --       -- 5,000,000   5,000        --      --   1,009,451           --    1,014,451

Convert Subscribed
 Stock to Common and
 Record Fees              --      --       --       --   262,667     263  (262,667)   (263)         --           --           --

Net Loss for Year
 Ended June 30, 1995      --      --       --       --        --      --        --      --          --     (757,659)    (757,659)

Balance - June 30,
 1995              2,250,000  $2,250       --       --10,836,187  10,836        --      --   9,562,550   (2,843,014)   6,732,622

Net Loss for Year
 Ended June 30,
 1996                     --      --       --       --        --      --        --      --          --     (416,440)    (416,440)

Balance - June 30,
 1996              2,250,000  $2,250       --       --10,836,187  10,836        --      --   9,562,550   (3,259,454)   6,316,182 

Issuance of Preferred
 Stock - Class B in
 Exchange for Related
 Party Debt ($.25 Per
 Share) April 1997        --     -- 4,000,000 1,000,000       --      --        --      --          --           --    1,000,000

Common Stock Issued in
 Exchange for Debt ($.25
 Per Share) April 1997    --     --        --        -- 1,250,000  1,250        --      --     248,750           --      250,000 

Warrants Issued for
 1,000,000 Shares of
 Common Stock in
 Connection with
 Norlar, Inc. Debt
 Financing ($.06 Per
 Warrant                  --     --        --        --       --      --        --      --      60,000           --       60,000 

Net Loss for Year
 Ended June 30, 1997      --     --        --        --       --      --        --      --          --   (1,080,391)  (1,080,391)

Balance - June 30,
 1997              2,250,000  2,250 4,000,000 1,000,000 12,086,187 12,086       --      --   9,871,300   (4,339,845)   6,545,791

Issuance of Common
 Stock for Services
 Rendered Valued at
 $.20 per Share, July
 1997                     --      --       --       -- 1,000,000   1,000        --      --     199,999           --      200,000 

Issuance of Common Stock
 in Exchange for Debt
 and Services to be
 Rendered ($.1875 Per
 Share) September 1997    --      --       --       --   395,500     396        --      --      73,761           --       74,157

Issuance of Common Stock
 for Services Rendered
 and Debt Exchange
 ($0.86 Per Share)
 March 1998               --      --       --       --    85,000     850        --      --      72,413           --       72,263
</TABLE>
                                     6
<PAGE>

<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                         Deficit
                                                                                                         Accumulated   Total
                               Preferred Stock                      Common Stock             Additional  During the    Stock-
                         Series A           Series B                          Subscribed      Paid-In    Development   holders'
                      Shares  Amount    Shares  Amount    Shares  Amount    Shares  Amount    Capital      Stage       Equity
<S>                      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>         <C>          <C>         <C>
Convert Preferred to
 Common Stock April
 1998                     --      --(4,000,000)(1,000,000)40,000,000 40,000     --      --     960,000           --           -- 

Issuance of Stock for
 Services April 1998      --      --  100,000   25,000        --      --        --      --          --           --       25,000

Net Loss for the Year 
 Ended June 30, 1998      --      --       --       --        --      --        --      --          --   (1,238,679)  (1,238,679)

Balance - June 30,
 1998              2,250,000  $2,250  100,000  $25,000  54,331,687 $54,332      --    $ -- $11,176,474  $(5,578,524)  $5,679,530

Common Stock issued
 in Exchange for Debt
 ($.25 per Share)
 October 1998             --      --1,000,000  250,000        --      --        --      --          --           --      250,000

Net Loss for the Nine
 Months Ended
 March 31, 1998           --      --       --       --        --      --        --      --          --     (809,487)    (809,487)


Balance - December
 31, 1998          2,250,000   2,250 1,100,000 275,000 54,331,687 54,332        --      --  11,176,474   (6,388,011)  $5,120,044

See Notes to Financial Statements
</TABLE>
                                     7
<PAGE>

COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                             FOR THE PERIOD FROM
                                                               NOVEMBER 9,1982
                                                             (DATE OF INCEPTION)
                                             NINE MONTHS ENDED       THROUGH
                                                 MARCH 31,          MARCH 31,
                                                1999      1998         1999
OPERATING ACTIVITIES:
 Continuing Operations:

  (Loss) Before Extraordinary Item          $(809,487) $(924,020)  $(6,555,163)
  Adjustments to Reconcile Net Loss)
   to Net Cash (Used for)Operating
   Activities:

   Depreciation                                15,533      4,743        65,952 
   Amortization of Discount                               45,000        60,000 
   Common Stock Issued for Interest                                     14,451 
   Common Stock Issued for Services                                    862,500 
   Loss on Marketable Securities                                       (85,000)
   Write Off of Loan Receivable                                        (90,000)
   Extraordinary Item                                                  167,152 
   Accrued Interest - Related Party                                     52,514 
   Allocation of Management Fees - Related Party                       408,000 

 Changes in Assets and Liabilities:
  (Increase) Decrease in:
   Due From Officers                                                   (93,000)
   Prepaid Interest                                     11,850        (748,780)
   Due From Parent                                      (8,706)        (13,233)

  Increase (Decrease) in:
   Accounts Payable                           310,752  2,965,563     3,621,848 
   Payroll and Property Taxes Payable           6,347     44,191       160,799 
   Accrued Interest                           284,319     74,122       573,901 
   Accrued Expenses                            (4,579)   (21,778)       21,600 
 
 Discontinued Operations:
  Net (Loss)                                                          (389,286)
  Adjustment to Reconcile Net (Loss) to Net Cash
   (Used for) Operating Activities:
   Gain on Disposal of Assets                                          389,286 

  Total Adjustments                           612,372  3,173,292     4,978,694 

NET CASH USED FOR OPERATING ACTIVITIES - 
 FORWARD                                     $197,115 $2,249,272   $(1,576,469) 

See Notes to Financial Statements

                                     8
<PAGE>

     COUNTRY WORLD CASINOS, INC.
     (A DEVELOPMENT STAGE COMPANY)

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
     
     CERTAIN STATEMENTS INCLUDED HEREIN OR INCORPORATED BY REFERENCE
     CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE
     PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT"). 
     THE COMPANY DESIRES TO TAKE ADVANTAGE OF CERTAIN "SAFE HARBOR"
     PROVISIONS OF THE REFORM ACT AND IS INCLUDING THIS SPECIAL NOTE TO
     ENABLE THE COMPANY TO DO SO.  FORWARD-LOOKING STATEMENTS INCLUDED OR
     INCORPORATED BY REFERENCE IN THIS PART INVOLVE KNOWN AND UNKNOWN RISKS,
     UNCERTAINTIES AND OTHER FACTORS WHICH WOULD CAUSE THE COMPANY'S ACTUAL
     RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER
     MATERIALLY FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
     OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING 
     STATEMENTS.
     
     Since the Company's purchase of the Black Hawk Property in August 1993,
     the Company's activities have focused on obtaining the necessary
     financing and making preparations for construction of the casino on the
     Property.  In July 1997, the Company signed a financing agreement with
     U2 Consulting, LLC., an affiliate of Pacific Genesis, Inc. and Western
     Equities, Inc., to raise $79.5 million through the issuance of
     corporate bonds.  The parties had 180 days to provide for the
     financing, were unable to complete same and said agreement with U2
     Consulting was terminated in December 1997.
     
     In January 1998, the Company again began the process of acquiring
     financing. After much discussion and many contacts with a wide range of
     financing groups, the Company entered into three separate agreements to
     provide the necessary financing, of which two such agreements
     terminated in the first quarter of 1999.  The one remaining agreement
     calls for the issuance of up to seventy million dollars ($70 million)
     of first mortgage debt securities which the company hopes to bring to
     market later this year.  This agreement, is strictly confidential until
     completed.  Although the Company is confident in the ability to raise
     the necessary capital, there can be no assurance that any funds will be
     provided immediately or in the future.
     
     Once financed, the Company's ability to operate the casino will be
     dependent upon substantial other conditions, including the obtaining of
     licenses and compliance with governmental regulations, grading and
     construction of the casino, obtaining the necessary permits and
     approvals from the City of Black Hawk and other regulatory bodies,
     procuring gaming equipment on satisfactory terms, and accomplishing
     these objectives in a timely manner.
     
     In order to begin the process of timely completing its goals, in July
     1997 the Company  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.
     
     The Company signed a management agreement with Signature Hospitality
     Resources, Inc. of Denver, Colorado to manage its Radisson Black Hawk
     Hotel, a separate agreement to use the national flag of Radisson on the
     hotel and a contract with Luciani & Associates, LLC of Atlantic City,
     New Jersey, to manage the casino operations.  These two parties
     assisted the architect in design of their respective operations.  As of
     March 31, 1999, those two agreements have expired.  Once financing has
     been secured, the Company will attempt to negotiate new agreements with
     others yet be determined.
     
     The Company is engaged in the design, development and construction of a
     Hotel and Casino (the "Hotel Casino") in Black Hawk, Colorado.  The
     revised plan for the  Hotel Casino will be a nine level complex,
     featuring three stories of hotel rooms above a two-story, 55,000 square
     foot casino, and a four story parking garage.  Other amenities will
     include one or more full service restaurants, a buffet, entertainment

                                     9
<PAGE>

     COUNTRY WORLD CASINOS, INC.
     (A DEVELOPMENT STAGE COMPANY)
     
     lounge and retail shops.  When completed as planned, the Hotel Casino
     will be largest hotel and casino complex in Colorado.  Construction and
     opening of the Hotel Casino is dependent upon the Company's ability to
     successfully raise the required capital discussed above.
     
     The casino level of the project, at approximately 55,000 square feet,
     will be the largest in Colorado and will be capable of accommodating
     1,000 slot machines and 32 gaming tables.  The Company expects that
     slot machines will be the greatest source of its gaming revenues.  Slot
     machines are less labor intensive and require less square footage than
     table games, and also generate higher profit margins.
     
     An alternative plan, the Company has been reviewing, calls for
     constructing the casino without hotel rooms which would be added in a
     second phase at a later date.
     
     The Country World 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 is planned to include
     memorabilia from the great country singers, both past and present.  The
     country western 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 Hotel will provide overnight accommodations with 200 +/- rooms and 
     suites, making it one of 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 approximately 1,000 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.
     
     LIQUIDITY & CAPITAL RESOURCES
     
     The Company's ability to obtain the financing and to proceed with its
     plans for a gaming facility had been affected by the Company's disputes
     with New Allied, which had culminated in litigation and foreclosure
     proceedings on the Property in 1995, and the Company's filing of a
     bankruptcy petition under Chapter 11.  The Bankruptcy Case was
     dismissed in March 1997 and Summary Judgement was granted in favor of
     the Company with regard to all other litigation issues in October 1998.
     
     In March 1996, the Company borrowed $5 million from Kennedy Funding,
     Inc.  The Company issued a Promissory Note effective May 20, 1996
     payable at the rate of 15% per annum until May 19, 1997 (the "First
     Year Interest Obligation") and at a rate of 24% per annum thereafter. 
     Payments of principal and interest are payable as follows: (a) the
     First Year Interest Obligation was prepaid at closing; (b) commencing
     on May 19, 1997 and for each month thereafter, the Company is to make
     interest only payments, in advance, in the amount of 2% of the then
     existing principal balance due under the Note; and (c) the entire
     outstanding principal balance, together with all accrued and unpaid
     interest, if not previously paid, shall be finally due and payable on
     May 19, 1999.  The holder of the Note may accelerate the due date for
     the entire balance of principal, interest and other sums due upon
     maturity in the event of default under the Note.  The default rate of
     interest is 24% during the first loan year and 36% thereafter.  The
     Note is secured by a first deed of trust on the Property.
     
     In May 1997, the Company issued a promissory note and second deed of
     trust on the property to Norlar, Inc. for a maximum of $600,000 (First
     Norlar Note), or so much thereof as may have been advanced by maker,
     for payments due on the Kennedy loan and for general corporate
     purposes.  As of March 1999, the

                                     10
<PAGE>
     
     COUNTRY WORLD CASINOS, INC.
     (A DEVELOPMENT STAGE COMPANY)
     
     Company owed $600,000 on the First Norlar Note.  In October 1997, the
     Company issued a second promissory note (Second Norlar Note) and a
     fourth deed of trust on the property to Norlar, Inc., again for a
     maximum of $600,000.  As of March 1999, the Company owed $600,000 on
     the Second Norlar Note.  In April 1998, the Company issued a third
     promissory note (Third Norlar Note) and fifth deed of trust on the
     property to Norlar, Inc. again for a maximum of $600,000.  As of March
     1999, the Company owed $600,000 on the Third Norlar Note.  In August
     1998, the Company issued a fourth promissory note (Fourth Norlar Note)
     and sixth deed of trust on the property to Norlar, Inc. again for
     $600,000.  As of March 1999, the Company owed $600,000 on the Fourth
     Norlar note.  In January 1999, the Company issued a Fifth Promissory
     Note (Fifth Norlar Note) and seventh deed of trust on the property to
     Norlar, Inc. again for $600,000.  As of March 1999, the Company owed
     $332,489 on the Fifth Norlar Note.  In addition, for each $100,000
     Norlar, Inc. has loaned to the Company, it has authorized the issuance
     of 500,000 warrants to purchase shares of common stock at $0.20 per
     share.  Norlar, Inc. is a closely-held corporation beneficially owned
     by Larry Berman and his wife.  Mr. Berman is Chairman and Chief
     Executive Officer of the Company. The loans bear interest at 12% per
     annum and is to be repaid upon the earlier of the sale of the property,
     refinance of the property or the financing of the project.
     
     In July 1998, the Company settled an ongoing dispute with New Allied
     Development Corporation with regard to a piece of property outside the
     gaming district in Black Hawk, Colorado.  Title to such property was
     returned to New Allied, therefore reducing the Company's debt by
     $750,000, plus applicable interest and taxes due.
     
     In October 1998, the Company converted $250,000 of debt to the
     Company's officers into Series B preferred stock.
     
     RESULTS OF OPERATIONS
     
     The Company has had no revenues from operations.  The Company continues
     to incur losses of approximately $125,000 per month to service the
     Kennedy Funding Note and other ongoing obligations such as rent and
     utilities for the Company's corporate office.  The ability of the
     Company to achieve revenues in the future will be dependent upon
     realization of its plans to develop a gaming and hotel complex on the 
     property.

                                     11
<PAGE>
     
     COUNTRY WORLD CASINOS, INC.
     (A DEVELOPMENT STAGE COMPANY)
     
     PART II.   OTHER INFORMATION
     
     ITEM 1.  LEGAL PROCEEDINGS
     
     The Company was the plaintiff and a counterclaim defendant in a lawsuit
     pending in Denver, Colorado District Court, Case No. 95CV2310.  This
     lawsuit was commenced by the Company on May 26, 1995.  The lawsuit
     between the Company and New Allied and TKCC was stayed upon the filing
     of the Company's bankruptcy petition in October 1995.  That stay was
     lifted when the bankruptcy case was dismissed in March 1997, and the
     Company moved forward with these proceedings.  The Company filed for
     Summary Judgment in this matter and hearings were held September and
     October 1998.  Such summary judgment was granted in favor of the
     Company in October 1998.  In addition, the Company filed an appeal of
     the Bankruptcy Court's ruling.  New Allied cross appealed.  Such
     appeals were denied by the United States District Court in August 1998
     and the appeals matters are continuing as the Company has appealed this
     matter to a higher court unopposed.  Such appeal is set for oral
     argument in May 1999.
     
     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
     
     None
     
     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
     
     None

                                     12
<PAGE>
     
     COUNTRY WORLD CASINOS, INC.
     (A DEVELOPMENT STAGE COMPANY)
     
     SIGNATURES
     
     
       In accordance with the requirements of Sections 13 or 15(d) of the
     Securities Exchange Act of 1934, as amended, the Registrant has caused
     this Report to be signed on its behalf by the undersigned, thereunto
     duly authorized.
     
     
                               COUNTRY WORLD CASINOS, INC.
     
     
         By: /s/ William H. Patrowicz                                     
                 William H. Patrowicz, Secretary & Treasurer
     
     
     
     Date: May 11, 1999

                                     13
<PAGE>