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 September 30, 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 September 30, 1999.

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


INDEX




Part I:     FINANCIAL INFORMATION

Item 1.   Financial Statements

          Balance Sheet as of September 30, 1999 (Unaudited)..........1

          Statements of Operations for the three months ended
          September 30, 1999 and 1998 and for the period from
          November 9, 1982 (Date of Inception) through
          September 30, 1999 (Unaudited)..............................3

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

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 SEPTEMBER 30, 1999 (UNAUDITED)

Assets:
Current Assets:
     Cash                                          0
     Prepaid Interest                         91,935
     Prepaid Expenses                         15,000

     Total Current Assets                    106,935

Property and Equipment:
     Land                                  6,750,475
     Casino Under Development             12,018,000
     Furniture and Equipment                  38,888

     Total                                18,807,363
     Less: Accumulated Depreciation          (38,888)

     Total Property and Equipment         18,768,475

Other Assets:
     Deposits                                 35,000

     Total Assets                         18,910,410


                                       1
<PAGE>

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

BALANCE SHEET AS OF JUNE 30, 1999

Liabilities and Stockholders' Equity:
Current Liabilities:
     Accounts Payable                               3,525,760
     Payroll and Property Taxes Payable               164,976
     Accrued Expenses                                  21,600
     Notes Payable                                  9,320,848
     Accrued Interest                                 828,915
     Other Current Liabilities                         49,204

     Total Current Liabilities                     13,911,303

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   (6,508,948)

     Total Stockholders' Equity                     4,999,107

     Total Liabilities and Stockholders' Equity    18,910,410

                                       2
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

                                                                     For the period from
                                                                       November 9, 1982
                                               Three months ended    (Date of Inception)
                                                    Sept. 30,          through Sept. 30,
                                              1 9 9 9       1 9 9 8          1 9 9 9
<C>                                             <S>            <S>              <S>
Costs and Expenses:
     Research and Development Costs           $    --       $    --        $ 122,000
     Professional Fees - Due to Bankruptcy         --            --          514,756
     General and Administrative Expenses     (222,303)      204,435        4,995,831
     Management Fee - Related Party                --            --          416,321
     Depreciation                                  --            --           65,952

     Totals                                  (222,303)      204,435        6,114,860

Other Income (Expense):
     Interest Income                               --            --          109,490
     Interest Expense                          (9,272)           --         (379,671)
     Rental Income                                 --            --           45,126
     Loss on Non-Marketable Securities             --            --          (85,000)
     Write off of Assets                           --            --         (151,920)
     Forfeited Deposit                             --            --         (100,000)
     Other Income                                  --            --              735

     Totals                                    (9,272)           --         (561,240)

     (Loss) from Continuing Operations
     Before Discontinued Operations and
     Extraordinary Item                       213,031       204,435       (6,676,100)

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

     Total Discontinued Operations                 --            --               --

     (Loss) Before Extraordinary Item         213,031      (204,435)      (6,676,100)

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

     Net (Loss)                           $   213,031   $  (204,435)     $(6,508,948)

Per Share Data:
     Net (Loss) Per Common Share              $  .004       $ (.004)

Weighted Average Number of Shares          54,331,687    54,331,687

See Notes to Financial Statements
</TABLE>
                                       3
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS 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)
STATEMENTS 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 - Forwarded        --   $  --        --   $  -- 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 Stock for
 Cash September 1993
 ($1.00 Per Share)        --      --        --      --   600,000     600        --      --     599,400           --     600,000

Issuance of Stock
 for Cash August 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 August
 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)
STATEMENTS 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 - Forwarded  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 - December
 1994 ($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 ($.086
 Per Share)
 March 1998              --       --      --       --    85,000      850        --      --      72,413           --       72,263


</TABLE>

                                     6
<PAGE>

<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS 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 Stock
 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 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

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

Net Loss for the Year
 Ended June 30c

Balance - June
 30, 1999         2,250,000    2,250 1,100,000 275,000 54,331,687 54,332        --      --  11,176,474   (6,721,979)   4,786,076

Net Gain for the
Three Months ended
Sept. 30, 1999           --       --      --       --        --       --        --      --          --      213,031      213,031

Balance - Sept.
 30, 1999         2,250,000    2,250 1,100,000 275,000 54,331,687 54,332        --      --  11,176,474   (6,508,948)   4,999,107

See Notes to Financial Statements

</TABLE>
                                     7
<PAGE>
<TABLE>

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

STATEMENTS OF CASH FLOWS

                                                                                      For the period from
                                                                                        November 9, 1982
                                                                                       (Date of Inception)
                                                        Three months ended                   through
                                                             Sept. 30,                      Sept. 30,
                                                 1 9 9 9                1 9 9 8              1 9 9 9
<S>                                                <C>                    <C>                   <C>
Operating Activities:
     Continuing Operations:
        (Loss) Before Extraordinary Item       $   213,031           $    204,485           $(6,676,100)
        Adjustments to Reconcile Net
        (Loss) to Net Cash (Used for)
        Operating Activities:
          Depreciation                                  --                     --                65,952
          Amortization of Discount                      --                     --                60,000
          Common Stock Issued for Interest              --                     --                14,451
          Common Stock Issued for Services              --                     --             1,087,500
          Loss on Nonmarketable 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                              --                 15,000              (840,715)
          Due from Shareholder                          --                     --               (13,233)

     Increase (Decrease) in:
          Accounts Payable                        (295,535)               184,161             3,525,760
          Payroll and Property Taxes Payable         2,089                     --               164,976
          Accrued Interest                         136,181                 53,659               828,915
          Accrued Expenses                              --                 (4,583)               21,600

     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

     Total Adjustments                             157,265                248,237             5,274,812

Net Cash Provided (Used) by Operating
 Activities - Forward                         $     55,766             $   43,752           $(1,401,228)

                                     8
</TABLE>
<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.

      In June 1999, the Company signed a Letter of Intent with
Beverly Hillbillies Gaming Company Inc. and Beverly Hillbillies Gaming
Entertainment LLC to enter into a joint venture to finalize development of and
finance its Black Hawk, Colorado Casino and Hotel project.

     The new entity will be titled, "Jethro's Beverly Hillbillies Mansion and
Casino", and will be redesigned around the characters, settings, events and
theme of the 1960's and '70's television sitcom, The Beverly Hillbillies.

     Max Baer, Jr., the founder and chairman of Beverly Hillbillies Gaming
Entertainment, LLC successfully secured the exclusive master licenses from CBS
and Viacom, Inc. to exploit the Beverly Hillbillies theme in connection with
gaming and other entertainment venues.  Mr. Baer, who is best known for his
portrayal of "Jethro Bodine" during the nine year run of the television
series, is also planning a facility in Reno.

     Under the terms of the joint venture, named "Jethro's Black Hawk, LLC,"
the parties will enter into an operating agreement with each party's
participation to be established and set forth in accordance with an equity
ownership formula.  Beverly Hillbillies Gaming Entertainment, LLC will provide
management services for the facility.

     Financing, financial advisory services and placement agent services will
be provided by Westwood Capital, LLC of New York City, New York who is an
investment banking firm specializing in structured debt financing and merger
and acquisition transactions for companies in the financial services and real
estate industries.  Additionally, Westwood Capital provides project and
corporate financing for companies in the gaming and hospitality industries.

     During September and October 1999, the Company is completing final review
of an Admission and Operating Agreement securing the commitment of all parties
to bring the project to fruition.  Under the aforementioned agreements' terms,
Jethro's Black Hawk, LLC will assume all existing secured indebtedness of the
Company, begin making the required interest payments as of September 30, 1999,
and make full payment of all such indebtedness by March 31, 2000.

     All parties acknowledge their responsibility to be approved by the
Colorado Gaming Commission and will proceed to do so prior to project
completion.

     It is anticipated that construction will begin in early 2000 with an
opening set for early 2001.

                                     9
<PAGE>

     Although the Company is confident in the abilities of all parties to
provide financing and accomplish all the above mentioned goals, there can be
no assurance that any of these items will be provided or completed immediately
or in the future.

     Black Hawk is a picturesque mountain town approximately 40 miles west of
Denver.  In the past year, July 1998 through June 1999, Black Hawk hosted
approximately 3 million visitors and generated over 60% of the state's gaming
revenues.  The 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 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.

Liquidity & Capital Resources

          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.  Such loan has been extended by its assignee, pending completion
of the newest financing effort.  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 June 1999, the
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
June 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 June 1999, the Company owed $600,000 on the Third Norlar

                                     10
<PAGE>

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 June 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 June 1999, the Company owed $600,000 of the Fifth Norlar
Note.  In July 1999, the Company issued a sixth promissory note (Sixth Norlar
Note) and eighth deed of trust on the property to Norlar, Inc. for
$1,000,000.  As of September 1999, the Company owed approximately $700,000 of
the Sixth 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 September and October of 1997, PCL Construction Services, Inc.
advanced the Company $998,000 to begin the development and design process in
advance of funding.  As of June 1999, the Company owes PCL Construction
approximately $1,200,000, including interest.

     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
taxes due.

     In October 1998, the Company converted $250,000 of debt to the Company's
officers into Series B Preferred stock and in October 1999, half was converted
into common stock in accordance with its terms.

Results of Operations

     The Company has had no revenues from operations.  The Company continues
to incur losses of approximately $200,000 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
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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.  In October 1999, the Company
signed a settlement agreement and mutual release with New Allied and TKCC.
All parties are simultaneously dismissing all outstanding litigation
accordingly.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

None

                                     12
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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: November 15, 1999

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