Form 10-QSB

                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

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

          For the quarterly period ended June 30, 1997
          
          Commission file number 1-12668

OR

(  )     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        


                               HOLLY HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)
     
            New Jersey                                     22-3172149
(State of jurisdiction of incorporation)          (I.R.S. Employer I.D. Number)

           200 Monument Road, Suite 10, Bala Cynwyd, Pennsylvania  19004
                    (Address of principal executive offices)               

                  Registrant's telephone number (610) 617-0400

            (Former name, former address and former fiscal year, if
                          changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities and Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                         Yes            No  X  

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as  of September 15, 1997: 21,662,477.

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HOLLY HOLDINGS, INC. AND SUBSIDIARIES
INDEX

Part I:     FINANCIAL INFORMATION

Item 1:     Financial Statements......................................1

Item 2:     Management's Discussion and Analysis of Financial
            Condition and Results of Operations.......................2, 3, 4

Part II:    OTHER INFORMATION

Item 1:     Legal Proceedings.........................................5, 6, 7

Item 2:     Changes In the Rights of the Company's Security Holders...8

Item 3:     Defaults by the Company on its Senior Securities..........8

Item 4:     Results of Votes of Shareholders..........................8

Item 5:     Other Information.........................................8

Item 6:     Exhibits & Reports on Form 8-K............................8


Signature Page........................................................9

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PART I, ITEM 1

     The Company was not able to complete its financial statements in time to 
file this Form 10-QSB Report because the Company was unable to complete its 
financial statements for the year ended March 31, 1997.  The financial 
statements for the year ended March 31, 1997 are integral to the Company 
completing its first quarter financial statement.

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

                                       -1-
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ITEM 2

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

CERTAIN STATEMENTS INCLUDED HEREIN OR INCORPORATED BY REFERENCE CONSTITUTE 
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES 
LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT").  THE COMPANY DESIRES TO TAKE 
ADVANTAGE OF CERTAIN "SAFE HARBOR" PROVISIONS OF THE REFORM ACT AND IS 
INCLUDING THIS SPECIAL NOTE TO ENABLE THE COMPANY TO DO SO.  FORWARD-LOOKING 
STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS PART INVOLVE KNOWN 
AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH WOULD CAUSE THE 
COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS 
TO DIFFER MATERIALLY FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR 
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING 
STATEMENTS.

GENERAL

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

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

     The casino level of the project, at approximately 75,000 square feet, 
will be the largest in Colorado and will be capable of accommodating 1,800 
slot machines and 32 gaming tables.  Country World will open the facility with 
1,000 slot machines, 20 blackjack tables and 12 poker tables, and may add up 
to 800 additional slot machines if management determines that the additional 
gaming devices will produce equal per square foot revenue and will not create 
excess capacity.  Country World expects that slot machines will be the 
greatest source of its gaming revenues.  Slot machines are less labor 
intensive and require less square footage than table games, and also generate 
higher profit margins. 

                                       -2-
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     The Casino's atmosphere will feature a country western music theme 
similar to the rock and roll music theme successfully employed by the Hard 
Rock Cafe.  The Casino decor will include memorabilia from the great country 
singers, both past and present, with a star walk of their own.  The country 
western music theme has not been established in the Black Hawk/Central City, 
Colorado gaming market, and therefore will give the Country World Casino its 
own unique identity.  Management believes that as casinos have become more 
numerous, the gaming industry has begun to recognize that popular themes and 
amenities such as quality dining and hotel accommodations play an important 
role in attracting customers to casinos.  The theme is intended to appeal to 
the Hotel Casino's target customer base, which consists primarily of residents 
of the Denver metropolitan area as well as other Colorado communities located 
within driving distance of Black Hawk.

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

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

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

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

                                       -3-
<PAGE>

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

RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996

     Financials to follow


LIQUIDITY AND CAPITAL RESOURCES

     To the extent the Company has ceased operations of its woodworking 
business, its cash requirements  diminished accordingly.   Navtech had a line 
of credit with The First National Bank of Farmington in Farmington, New 
Mexico.  The terms of this facility were for a receivable and inventory line 
of credit in an amount not to exceed $1,500,000 with a monthly floating 
interest rate of 1.5% over prime.  Navtech pledged all of its assets as 
security for this loan.  As of June 30, 1997, Navtech was indebted to the bank 
in the amount of approximately $1.2 million.  This loan became due on March 
15, 1997, and was extended to June 1997.  In June 1997, the bank informed 
Navtech that it would not renew the loan.  Navtech was unable to replace First 
National Bank of Farmington and the bank subsequently forced Navtech to cease 
ongoing operations.

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

     During 1996 and early 1997, the Company consummated a series of Private 
Placements of an aggregate of 1,162,000 shares of its Series E Convertible 
Preferred Stock, resulting in gross and net proceeds of $11,620,000 and 
$9,751,000, respectively.  The proceeds of this offering were utilized for 
repayment of debt, settlement of litigation fees associated with securing 
financing for Country World Casinos, Inc. and working capital for the Company 
and Navtech.  Each share of Series E Preferred Stock is convertible into 
shares of the Company's Common Stock at the rate determined by dividing $10.00 
by the lesser of 75% of the closing bid price as reported, of the Company's 
Common Stock on the date of the closing of the subscription or 65% of the 
average closing bid price for the five (5) trading days immediately preceding 
the date of conversion.  As of September 1997, 87,500 shares are yet to be 
converted.

                                       -4-
<PAGE>
     
     In April 1996, the State of New Jersey approved the issuance of 555,000 
shares of Series Z Preferred Stock in accordance with the Company's 
Certificate of Designation.  In September 1996, such authorization was 
increased to 1,050,000 shares and issued in exchange for debt.  In July 1997, 
the shares of Series Z preferred stock were converted into 5,068,140 shares of 
common Stock.

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

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

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

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

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

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

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

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

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


PART II - OTHER INFORMATION
Item 1 - Legal Proceedings

     On May 26, 1995, the Company's majority owned subsidiary Country World 
Casinos, Inc. ("CWC") commenced a lawsuit against Tommyknocker Casino Corp. 
("Tommyknocker") and New Allied Development Corporation ("New Allied") in the 
District Court of Denver, County of Denver, Colorado, case number 95CV 2310. 

                                       -5-
<PAGE>

This action is primarily for breach of contract in connection with the 
acquisition of certain real property by CWC from the defendants. CWC is 
seeking monetary damages and declaratory relief.

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

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

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

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

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

     The Court upheld Tommyknocker's/New Allied's claim that Country World was 
not entitled to an offset on the environmental clean up as the work had been 

                                       -6-
<PAGE>

completed and Country World paid all clean up costs without objection prior to 
the Company's acquisition of a majority ownership in Country World.

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

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

ITEM 2 - Changes In the Rights of the Company's Security Holders

     None

ITEM 3 - Defaults by the Company on its Senior Securities

     None

ITEM 4 - Results of Votes of Shareholders

     None

ITEM 5 - Other Information

     None

                                       -7-
<PAGE>

ITEM 6- Exhibits & Reports on Form 8-K

     (A)There are no exhibits to be filed at this time.
     (B)No reports on Form 8-K were filed during the quarter for which this 
        report is filed.

                                      -8-
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HOLLY HOLDINGS, INC. AND SUBSIDIARIES
SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                        HOLLY HOLDINGS, INC.



                                        /s/ William H. Patrowicz
                                        By: William H. Patrowicz
                                        President, Chief Operating Officer,
                                        Treasurer (Principal Financial and
                                        Accounting Officer) and Director



Date: September 29, 1997

                                       -9-
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