SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                  -------------

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

For the quarterly period ended March 31, 2001

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

For the transition period from __________ to __________

                           Commission File No. 0-22191

                           CCA COMPANIES INCORPORATED
       ------------------------------------------------------------------
                           (Exact Name of Registrant)

           DELAWARE                                   65-0675901
--------------------------------             -----------------------------
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                   Identification Number)

                       9130 S. DADELAND BLVD., SUITE 1602
                                 MIAMI, FL 33156
                        --------------------------------
                    (Address of Principal Executive Offices)

                                 (305) 670-3838
                              ---------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
                                  -------------
              (Former Name, Former Address and Former Fiscal Year,
                          if changed Since Last Report)

         Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [X]      No [ ]

         State the number of shares outstanding of each of the registrant's
classes of common equity, as of the latest practicable date.

                      Class                      Outstanding at April 30, 2001
                    ---------                    -----------------------------
               Common Stock, $.001 par value           18,140,000 shares
<PAGE>
                           CCA COMPANIES INCORPORATED

                               INDEX TO FORM 10-Q

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2000
         and March 31, 2001 (unaudited)....................................1

Condensed Consolidated Statements of Operations for the Three
         and Nine Months ended March 31, 2001 (unaudited), and
         the Three and Nine Months ended March 31, 2000 (unaudited)........2

Condensed Consolidated Statements of Cash Flows for the Three
         and Nine Months ended March 31, 2001 (unaudited), and
         the Three and Nine Months ended March 31, 2000 (unaudited)........3

Notes to Condensed Consolidated Financial Statements.......................4

Item 2.       Management's Discussion and Analysis of
              Financial Conditions and Results of Operations...............9

PART II. OTHER INFORMATION

Item 2.       Changes in Securities and Use of Proceeds...................15

Item 3.       Quantitative and Qualitative Disclosure about Market Risk...15

Item 6.       Exhibits and Reports on Form 8-K............................15

SIGNATURES................................................................16

                                       i
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                           CCA COMPANIES INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 June 30,               March 31,
ASSETS                                                                             2000                   2001
------                                                                       -----------------      ------------------
                                                                                                       (Unaudited)
<S>                                                                             <C>                      <C>
CURRENT ASSETS:
Cash and cash equivalents                                                       $    215,559             $    610,967
Prepaid and other current assets                                                      65,788                   34,317
                                                                                ------------             ------------
     Total current assets                                                            281,347                  645,284

Construction in progress                                                           2,100,000                2,100,000
Property, equipment and leasehold improvements, net                                5,489,279                4,943,811
Other assets                                                                          20,300                   20,300
                                                                                ------------             ------------
     TOTAL                                                                      $  7,890,926             $  7,709,395
                                                                                ============             ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses                                           $    846,805             $    855,744
Income tax payable                                                                   144,650                  196,786
Notes and loans payable - current                                                    335,000                  135,000
Net liabilities from discontinued operations                                          94,000                   65,664
                                                                                ------------             ------------
    Total current liabilities                                                      1,420,453                1,253,193
                                                                                ------------             ------------
Notes payable - long term                                                            515,900                  395,900
                                                                                ------------
Deferred income taxes                                                                192,884                  262,884
                                                                                ------------             ------------
Minority interest in consolidated subsidiary                                         671,482                  916,574
                                                                                ------------             ------------
Commitments and contingencies

STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01, 5,000,000 shares
     authorized, no shares issued and outstanding
Common stock, par value $.001; 50,000,000 shares
     authorized; 16,326,666 shares and 18,140,000 shares
     issued and outstanding at June 30, 2000 and March 31,
     2001, respectively                                                               16,328                   18,140
Additional paid-in capital                                                        47,497,487               47,680,675
Accumulated deficit                                                              (42,423,610)             (42,817,972)
                                                                                ------------             ------------
     Total stockholders' equity                                                    5,090,207                4,880,843
                                                                                ------------             ------------
     TOTAL                                                                      $  7,890,926             $  7,709,395
                                                                                ============             ============
</TABLE>

See notes to condensed consolidated financial statements.

                                       1
<PAGE>
                           CCA COMPANIES INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      For the            For the              For the             For the
                                                    Three Months       Three Months         Nine Months         Nine Months
                                                       Ended               Ended               Ended               Ended
                                                     March 31,          March 31,            March 31,           March 31,
                                                       2001               2000                 2001                2000
                                                 ----------------    ----------------    ----------------    ----------------
<S>                                               <C>                 <C>                 <C>                   <C>
REVENUES                                          $  1,509,269        $  1,812,716        $   4,212,316         $ 5,398,196

OPERATING EXPENSES:
Marketing, General and administrative                1,373,563           1,687,712            3,987,460           4,884,209
                                                  ------------        ------------        -------------         -----------
INCOME (LOSS) FROM OPERATIONS                          135,706             125,004              224,856             513,987

OTHER INCOME (EXPENSE):
Interest income                                            726               1,745                1,208               3,291
Interest expense                                       (44,445)            (63,068)            (158,948)           (206,823)
                                                  ------------        ------------        -------------         -----------
    Total other income (expense)                       (43,719)            (61,323)            (157,740)           (203,532)
                                                  ------------        ------------        -------------         -----------
Foreign income taxes                                  (126,660)                                (216,384)
                                                  ------------        ------------        -------------         -----------
NET INCOME (LOSS) BEFORE                               (34,673)             63,681             (149,268)            310,455
    MINORITY INTEREST

Minority interest                                     (112,381)           (249,269)            (245,092)           (736,396)
                                                  ------------        ------------        -------------         -----------
LOSS FROM CONTINUED OPERATIONS                        (147,054)           (185,588)            (394,360)           (425,941)

Loss from discontinued operations                                                                                  (103,500)
                                                  ------------        ------------        -------------         -----------
NET LOSS                                          $   (147,054)       $   (185,588)       $    (394,360)        $  (529,441)
                                                  ============        ============        =============         ===========
NET LOSS PER SHARE OF COMMON STOCK:
    Loss from continuing operations               $      (0.01)       $      (0.01)       $       (0.02)        $     (0.03)
    Loss from discontinued operations                                                                                 (0.01)
                                                  ------------        ------------        -------------         -----------
                                                  $      (0.01)       $      (0.01)       $       (0.02)        $     (0.04)
                                                  ============        ============        =============         ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND
    COMMON SHARE EQUIVALENTS OUTSTANDING            17,917,778          16,074,798           16,968,418          14,872,967
                                                  ============        ============        =============         ===========
</TABLE>

See notes to condensed financial statements.

                                       2
<PAGE>
                           CCA COMPANIES INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          For the            For the              For the             For the
                                                        Three Months       Three Months         Nine Months         Nine Months
                                                           Ended               Ended               Ended               Ended
                                                         March 31,          March 31,            March 31,           March 31,
                                                           2001               2000                 2001                2000
                                                     ----------------    ----------------    ----------------    ----------------
<S>                                                      <C>               <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                 ($147,054)        $(185,588)          ($394,360)          $(529,441)
Adjustments:
   Loss from discontinued operations                                                                                 103,500
  Compensation expense in connection with issuance of
         options and warrants                                                                     13,000
  Depreciation and amortization                            209,379           281,381             594,803             831,279
  Legal services provided for stock options                                                                           10,000
  Consulting services provided for common stock                               66,000              72,000              73,500
  Minority interest                                        112,381           249,269             245,092             736,396
  Deferred income taxes                                     23,500                                70,000
  Changes in current assets and current liabilities:
     Prepaid expenses and other current assets               9,468           (35,888)             31,471             (46,560)
     Accounts payable and accrued expenses                  84,622          (416,181)             61,075            (909,113)
                                                         ---------         ---------           ---------           ---------
  Net cash provided (used) by continuing operations        292,296           (41,007)            693,081             269,561

  Net cash provided (used) by discontinued operations      (10,000)          (35,440)            (28,336)           (202,775)
                                                         ---------         ---------           ---------           ---------
Net cash provided (used) by operating activities           282,296           (76,447)            664,745              66,786
                                                         ---------         ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, equipment and leasehold improvements             (17,555)          (83,290)            (49,337)           (146,703)
Funds used for acquisitions and development                                 (272,473)                               (373,148)
                                                         ---------         ---------           ---------           ---------
Net cash provided (used) by investing activities           (17,555)         (355,763)            (49,337)           (519,851)
                                                         ---------         ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock                         100,000                               100,000             125,000
Notes payable and interest converted for common stock                                                                195,500
Proceeds from notes and loans payable                                        450,000                                 850,000
Repayments of notes payable                               (136,267)          (30,000)           (320,000)           (765,000)
                                                         ---------         ---------           ---------           ---------
Net cash provided (used) by financing activities           (36,267)          420,000            (220,000)            405,500
                                                         ---------         ---------           ---------           ---------
NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                   228,474           (12,210)            395,408             (47,565)

CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD                                    382,493           390,307             215,559             425,662
                                                         ---------         ---------           ---------           ---------
CASH AND CASH EQUIVALENTS,
    END OF PERIOD                                        $ 610,967         $ 378,097           $ 610,967           $ 378,097
                                                         =========         =========           =========           =========
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                           CCA COMPANIES INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(NOTE A) BASIS OF PRESENTATION AND THE COMPANY:

         CCA Companies Incorporated was incorporated on March 6, 1996 and has
adopted a fiscal year ending June 30.

         The accompanying unaudited condensed consolidated financial statements
include the accounts of CCA, its subsidiaries and joint venture (collectively,
the "Company"). Intercompany transactions and balances have been eliminated in
consolidation. The consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for fair presentation have been included. Operating results for the
three-month and nine-month periods ended March 31, 2001 are not necessarily
indicative of the results that may be expected for any interim period or the
year ending June 30, 2001.

         The balance sheet at June 30, 2000 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the audited financial
statements and footnotes thereto included in the Form 10-K for the year ended
June 30, 2000 filed by the Company.

         The subsidiaries Sakhalin General Trading and Investments Ltd.
("SGTI"), Sakhalin City Center Ltd. ("SCC") and Suriname Leisure Company A.V.V.
("SLC") are based and operating in Cyprus, Russian Federation and Suriname,
respectively. The statutory currencies in the countries of incorporation are
respectively the Cyprus Pound, the Russian Ruble and the Suriname Guilder. The
reporting currency is the U.S. Dollar.


(NOTE B) THE COMPANY:

          CCA Companies Incorporated was incorporated under the laws of the
State of Delaware on March 6, 1996 as Conserver Corporation of America and
changed its name on December 2, 1997. The Company's principal lines of operation
is to provide gaming services through the ownership and management of a Casino
in Suriname. In addition, the Company is in the planning and design stage of a
Casino and mountain resort project on Sakhalin Island and is actively pursuing
other opportunities.

                                       4

<PAGE>
(NOTE C) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         [1] Principles of consolidation

         The accompanying consolidated financial statements include the accounts
of CCA and its subsidiaries (collectively, the "Company"). Inter-company
transactions and balances have been eliminated in consolidation.

         SCC is currently generating losses. Accordingly, the minority interest
held is not reflected in the financial statements. The minority shareholders are
not obligated to fund SCC's losses.

         [2] Use of Estimates in the Preparation of Financial Statements

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

         [3] Impairment of Long-Lived Assets

         The Company adopted the Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." Under the provisions of this statement,
the Company has evaluated its long-lived assets for financial impairment, and
will continue to evaluate them as events or changes in circumstances indicate
that the carrying amount of such assets may not be fully recoverable.

         The Company evaluates the recoverability of long-lived assets by
measuring the carrying amount of the assets against the estimated undiscounted
future cash flows associated with them. At the time such evaluations indicate
that the future undiscounted cash flows of certain long-lived assets are not
sufficient to recover the carrying value of such assets, the assets are adjusted
to their fair values.

         [4] Foreign currency translation

         The functional currency for the Company's subsidiaries, SGTI and SLC,
is the United States dollar. All assets and liabilities, materially all
contracts, transactions and normal business activities have been transacted,
conducted, negotiated and recorded in U.S. dollars. It is the Company's position
that the operations of the Company are not integrally connected to the
currencies of Cyprus and Suriname.

         Pursuant to Financial Accounting Standards Board Statement No. 52,
"Foreign Currency Translation" (FAS 52), the Company's Russian subsidiary is
situated in a highly inflationary economy. Accordingly, the Company's Russian
subsidiary's functional currency will be the U.S. dollar.

                                       5

<PAGE>
         The financial statements for the Company's subsidiaries outside the
U.S. have been translated to U.S. Dollars using a methodology consistent with
Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency
Translation. Assets and liabilities are translated to United States Dollars at
the rates prevailing on the balance sheet dates and the statements of operations
have been translated from the functional currencies to U.S. Dollars using
average exchange rates for the applicable years.

         [5] Property, Equipment and Leasehold Improvements

         Property and equipment is recorded at cost. Depreciation and
amortization is computed by the straight line method based on the estimated
useful lives (3-5 years) of the related assets. Leasehold improvements are
amortized over the shorter of the life of the asset or the lease.

         [6] Income Taxes

         For the purpose of these financial statements the Company has adopted
the provisions of Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes," for all periods presented. Under the asset and
liability method of SFAS 109, deferred taxes are recognized for differences
between financial statement and income tax bases of assets and liabilities.

         Until June 30, 1998 the Company, for tax purposes, did not have any
operations and therefore no net operating loss. All of the expenses incurred to
that date were pre-operating and accordingly were capitalized. Subsequent to the
commencement of operations capitalized expenses are being amortized over sixty
months.

         [7] Earnings Per Share

         Effective December 31, 1997, the Company adopted Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share," which simplifies the computation
of earnings per share requiring the restatement of all prior periods.

         Net loss per share of common stock is based on the weighted average
number of common shares outstanding during each period. Diluted loss per share
of common stock is computed on the basis of the weighted average number of
common shares and diluted securities outstanding. Dilutive securities having an
anti-dilutive effect are excluded from the calculation.

         [8] Stock Based Compensation

         In October 1995, FASB issued SFAS No. 123, "Accounting for Stock Based
Compensation." SFAS No. 123 establishes a fair value method for accounting for
stock-based compensation plans either through recognition or disclosure. The
Company did not adopt the fair value based method for employees but instead
discloses the pro forma effects of the calculation required by the statement.

                                       6

<PAGE>
         [9] New Accounting Standards

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") NO. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires
the recognition of the fair value of all derivative instruments on the balance
sheet. Subsequent to the issuance of SFAS 133, the FASB received many requests
to clarify certain issues causing difficulties in implementation. In June 2000,
the FASB issued SFAS 138, which responds to those requests by amending certain
provisions of SFAS 133. These amendments include allowing foreign-currency
exposures that reduce the need for third-party derivatives and redefining the
nature of interest rate risk to avoid sources of ineffectiveness. The impact of
adopting SFAS 133, as amended by SFAS 138, is not significant.

         In October 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 134 "Accounting for
Mortgage-Backed Securities Retained After the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise", which is effective for the
first fiscal quarter beginning after December 15, 1998. There is no impact to
the Company's financial reporting or presentation due to the adoption of SFAS
No. 134.

         In February 1999, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 135 "Recession of FASB Statement
No. 75 and Technical Corrections", which is effective for financial statements
issued after February 15, 1999. There is no impact to the Company's financial
reporting or presentation due to the adoption of SFAS No. 135.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 provides guidance on the recognition, presentation and disclosure
of revenues in financial statements and requires adoption no later than the
fourth quarter of fiscal 2001. There is no impact to the Company's financial
reporting or presentation due to SAB 101.

(NOTE D)  SLC INCOME TAXES AND IMPORT DUTIES:

         In 1999, SLC requested that the Government of Suriname (the
"Government") grant it certain concessions regarding the imposition of taxes and
import duties under the Suriname Investment Act. To date the Government has not
granted the Company any relief. The Company is continuing to pursue the
concessions but a favorable ruling is questionable according to the Company's
Suriname legal counsel.

         In June 2000, SLC provided for income taxes payable to the Government
based on a tax rate of 50% of the net taxable income since inception based on
the Suriname Hazard Games Act 1962. The Company made no provisions for income
tax or duties prior to this date based on opinions from Counsel regarding the
tax concessions that they believe should have been granted. The Company is still
pursuing tax incentives and entitlements that according to Suriname law is
available.

                                        7

<PAGE>
         The Government of Suriname imposed import duties on operating assets
which the Company paid. In an effort to get a refund for the duties paid, the
Company is attempting to obtain an import duty waiver for the investment it
made, from the Ministry of Finance in Suriname through its legal counsel.
However, the Company believes it will be difficult to obtain a decision in its
favor due to the current economic conditions in Suriname.

         The Ministry of Finance is trying to impose value added tax ("VAT") tax
on slot machines. According to the Company's legal counsel, they have not
completed their study and deliberations prior to reporting to parliament on the
issue. At this time the Company cannot quantify the amount payable, if any, for
VAT on slot machines.

(NOTE E)  COMMITMENTS AND CONTINGENCIES:

RENTAL COMMITMENTS

         Through the year ended June 30, 2000, SLC paid a base rent of $16,667
per month, before any escalations, as required by its original lease on the
premises which the Suriname casino operates. Suriname law regulates the maximum
amount of rent that a landlord can charge and in July 2000, the Company
determined that it was being charged in excess of fair rental value. Based on a
Government validated valuation of the maximum rent chargeable under Suriname law
on the space occupied by the casino, the Company commenced paying a reduced
rental of approximately $3,200 per month and is currently attempting to recover
through litigation the excess rent previously charged of approximately $315,000.
The landlord is contesting the valuation and the amount of the requested refund.

LITIGATION AND ARBITRATION

         The Company anticipates that it will be subjected to various lawsuits,
claims and proceedings of a nature considered normal to its business.

MARITIME SERVICES CORPORATION ("MSC")

         In September 2000, Maritime Services Corporation ("MSC"), the
contractor that constructed the Suriname casino, brought an action in the United
States District Court of Oregon seeking damages in the amount of $200,250 plus
interest. MSC claims that the Company issued shares of its Common Stock in 1998
having a value of $200,250 as partial payment for construction work performed
and that the Company was obligated to buy the shares back for the same value.
The Company has denied all material allegations of the complaint and believes
that it has no liability for the claim. Discovery is now proceeding in the
action.

                                       8

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

         The following discussion and analysis of significant factors affecting
the Company's operating results and liquidity and capital resources should be
read in conjunction with the accompanying financial statement and related notes.

OVERVIEW

         CCA Companies Incorporated was incorporated under the laws of the State
of Delaware on March 6, 1996 as Conserver Corporation of America and changed its
name on December 2, 1997. The active business of CCA Companies Incorporated
(with its subsidiaries, the "Company") now is the operation of a 50% owned
gaming casino in Suriname and actively pursuing other opportunities including
the development of a casino and hotel project in Sakhalin of the Russian
Federation.

         The Company's original principal business was food preservation
technology. The Company continued making attempts to exploit that business
through November 1999 at which time the Company's Board of Directors determined
that it would discontinue all activities and efforts with respect to the food
business since the Company could not effectively develop a sufficient market for
its food preservation technology. Additionally, on November 4, 1998, the Company
reached a settlement agreement terminating all of its hotel operating contracts
and consequently, as of such date had no active hotel management operating
business. Accordingly, the Company has currently and retroactively reported all
activities related to its food division and hotel management operations as gains
or losses from discontinued operations.

         The Company began operations of its Suriname casino in October 1998 in
temporary quarters in the hotel where the Company's joint venture completed and
opened its permanent casino facility on March 31, 1999. The Company, with its
joint venture partner, provided the funds to build the permanent facility. The
Company's Suriname casino occupies two leased floors, totaling about 20,000
square feet, in the Plaza Hotel, which is a downtown hotel in the capital city.
The casino has 20 gaming tables, 161 slot machines and a 50-seat restaurant.

         Commencing in 1997, the Company acquired rights and secured property
under a 101-year lease on a ten acre site to build and operate a 140
million-dollar 450-room year round hotel/casino resort. The Company initially
planned to have 70 tables and 350 slot machines with the intent to add
additional gaming equipment. The site is located in the center of the City of
Yuzhno-Sakhalinsk ("City") on Sakhalin Island (the "Sakhalin Project"). Sakhalin
Island is a Russian territory located just north of Japan. This proposed
hotel/casino, if built, would be easily accessible for gaming activities from
Japan, China, Korea, and the Russian mainland. Further development was planned
at a nearby ski mountain.

         Since that time, the Company has entered into numerous discussions and
several agreements in attempts to raise capital to finance the Sakhalin Project
without success. In the fiscal year ended June 30, 2000, due to the Company's
failure to proceed and based on its evaluation of assets for financial
impairment as required by SFAS No. 121, certain capitalized expenditures and
goodwill (the excess of the aggregate purchase price over the fair market value
of net assets acquired), net of amortization, totaling approximately $13,552,000
were written down. The Company is continuing to explore additional possibilities
to finance the project and protect its investment.

                                       9

<PAGE>
         The Company believes that its outlay to secure the lease with the City
for the land and an existing ski resort and the money expended principally for
demolition and the relocation of the residents living on the site has not been
financially impaired. Accordingly, approximately $2,100,000 expended in
connection with the lease and demolition remains on the Company's accounts.

         In addition to granting the lease, the City has committed contractually
that it will not permit the several small existing casinos to increase their
floor areas or extend the range of their operations without the written approval
of SCC. The Company will also have certain rights to participate in the
development and management of any future casinos within the jurisdiction of the
City.

RESULTS OF OPERATIONS

                 Comparison of Three Months Ended March 31, 2001
                      to Three Months Ended March 31, 2000

         Loss from continued operations. The Company incurred a loss from
continued operations of $147,054, or $0.01 per share, for the three months ended
March 31, 2001, as compared to a loss of $185,588, or $0.01 per share, for the
three months ended March 31, 2000. The current period saw less revenues
generated by its casino operations which were offset by reductions in both
casino and general corporate overhead expenses.

         Revenues. During the three months ended March 31, 2001, the Company had
revenues of $1,509,269 generated from its Suriname casino operations. For the
three months ended March 31, 2000, the Company recorded revenues of $1,812,716
generated by the Suriname casino. The 17% decline in revenues resulted primarily
from a downturn in the Suriname economy coupled with increased competition.

         Marketing, General and Administrative Expenses. Marketing, General and
administrative expenses were $1,373,563 for the three months ended March 31,
2001 consisting primarily of $922,191 related to operating expenses of the
Suriname casino and $451,372 for general corporate overhead. Marketing, General
and administrative expenses were $1,687,712 for the three months ended March 31,
2000 consisting primarily of $994,210 related to operating expenses of the
Suriname casino, $87,869 for the amortization of goodwill and $605,633 for
general corporate overhead. The current period's Suriname casino operating
expenses decreased by $72,019 or 7% as a result of reductions in rent, staff
expenses and other office expenses. The $154,261 or 25% decrease in the general
corporate overhead during the current period is primarily attributable to
reductions in expenses including consulting, travel and legal and professional.
In addition, goodwill was written down to zero in June 2000 and therefore no
amortization was recorded in the current year's period.

                                       10

<PAGE>
         Interest Expense. For the three months ended March 31, 2001, interest
expense was $44,445 compared to $63,068 for the three months ended March 31,
2000. The decrease during the current period was primarily attributable to the
reduction in the balance remaining on loans made by the Company's Suriname joint
venture partner during 1998 and 1999 for the completion of the Suriname casino
construction.

         Minority Interest. The Company has management control of the Suriname
casino joint venture company in which it owns a 50% equity interest. As such,
the casino's operations are consolidated with those of the Company and a
minority interest is recorded for the 50% interest held by the Company's joint
venture partner. During the three months ended March 31, 2001, the joint venture
company generated net after tax income of $224,762 after deduction for
management fees and interest expenses earned by the Company and eliminated in
consolidation. As a result, a minority interest equal to 50% of such amount or
$112,381 was recorded by the Company. For the three months ended March 31, 2000,
the joint venture company generated net income of $498,538 after deduction for
management fees and interest expenses earned by the Company and the Company
recorded a minority interest equal to 50% of such amount, or $249,269. The
Company made no provisions for income taxes during the 1999 period based on
opinions from Counsel regarding tax concessions that they believe should have
been granted.

         Foreign Income Taxes. During the three months ended March 31, 2001, SLC
accrued for income taxes of $126,660, including $23,500 of deferred taxes,
payable to the Suriname Government based on a tax rate of 50% of the net taxable
income pursuant to the Suriname Hazard Games Act 1962. The Company made no
provisions for income taxes during the prior year's period based on opinions
from Counsel regarding the tax concessions that they believe should have been
granted.

                 Comparison of Nine Months Ended March 31, 2001
                       to Nine Months Ended March 31, 2000

         Loss from continued operations. The Company incurred a loss from
continued operations of $394,360, or $0.02 per share, for the nine months ended
March 31, 2001, as compared to a loss of $425,941, or $0.03 per share, for the
nine months ended March 31, 2000. The current period saw less revenues generated
by its casino operations which were offset by reductions in both casino and
general corporate overhead expenses.

         Revenues. For the nine months ended March 31, 2001, the Company had
revenues of $4,212,316 from the operations of the Suriname casino compared with
$5,398,196 for the nine months ended March 31, 2000. The 22% decline in revenues
resulted primarily from a downturn in the Suriname economy coupled with
increased competition.

         Marketing, General and Administrative Expenses. Marketing, General and
administrative expenses were $3,987,460 for the nine months ended March 31, 2001
consisting primarily of $2,799,147 related to operating expenses of the Suriname
casino and $1,188,313 for general corporate overhead. For the nine months ended
March 31, 2000, marketing, general and administrative expenses were $4,884,209
consisting primarily of $2,928,815 related to operating expenses of the Suriname
casino, $263,607 for the amortization of goodwill and $1,691,787 for general
corporate overhead. The current period's Suriname casino operating expenses
decreased by $129,668 or 5% as a result of reductions in rent, staff expenses
and other office expenses. The $503,474 or 30% decrease in the general corporate
overhead during the current period is primarily attributable to reductions in
expenses including consulting, travel and legal and professional. In addition,
goodwill was written down to zero in June 2000 and therefore no amortization was
recorded in the current year's period.

                                       11

<PAGE>
         Interest Expense. For the nine months ended March 31, 2001, interest
expense was $158,948 compared to $206,823 for the nine months ended March 31,
2000. The decrease during the current period was primarily attributable to the
reduction in the balance remaining on loans made by the Company's Suriname joint
venture partner during 1998 and 1999 for the completion of the Suriname casino
construction.

         Minority Interest. The Company has management control of the Suriname
casino joint venture company in which it owns a 50% equity interest. As such,
the casino's operations are consolidated with those of the Company and a
minority interest is recorded for the 50% interest held by the Company's joint
venture partner. During the nine months ended March 31, 2001, the joint venture
company generated net after tax income of $490,184 after deduction for
management fees and interest expenses earned by the Company and eliminated in
consolidation. As a result, a minority interest equal to 50% of such amount or
$245,092 was recorded by the Company. For the nine months ended March 31, 2000,
the joint venture company generated net income of $1,472,792 after deduction for
management fees and interest expenses earned by the Company and the Company
recorded a minority interest equal to 50% of such amount, or $736,396. The
Company made no provisions for income taxes during the 1999 period based on
opinions from Counsel regarding tax concessions that they believe should have
been granted.

         Loss from discontinued operations. During the nine months ended March
31, 2000, the Company incurred a loss from discontinued operations of $103,500
related to final efforts to exploit or joint venture the food preservation
business and legal fees incurred in the arbitration case brought against the
Company by the former President of its discontinued hotel management division.
For the nine months ended March 31, 1999, the Company had no losses from
discontinued operations.

         Foreign Income Taxes. During the nine months ended March 31, 2001, SLC
accrued for income taxes of $216,384, including $70,000 of deferred taxes,
payable to the Suriname Government based on a tax rate of 50% of the net taxable
income pursuant to the Suriname Hazard Games Act 1962. The Company made no
provisions for income taxes during the prior year's period based on opinions
from Counsel regarding the tax concessions that they believe should have been
granted.

LIQUIDITY AND CAPITAL RESOURCES

                  Since July 1998 the Company has actively sought to raise cash
through loans or sales of its securities in order to fund its past due
obligations, current operations and completion of its permanent Suriname casino
facility which opened March 31, 1999. From July 1998 through August 1999, the
Company was successful in raising sufficient funds from numerous private
investors through the sale of its securities enabling it to fund its ongoing
operational costs during such period and complete the construction of the
Suriname casino.

                                       12

<PAGE>
         In October 1999, the Company entered into a convertible loan agreement
with a private investor and received $350,000 which it used to fund current and
past due obligations. On December 22, 1999, the lender converted $185,000 of the
loan amount together with interest. The balance of $165,000 together with 15%
interest was paid on April 30, 2000.

         In January 2000, a director of the Company advanced $300,000 which the
Company also used to fund past due obligations. The loan is due December 31,
2000 and bears interest at the bank prime rate. The term of the loan has been
extended and the balance remaining at May 10, 2001 is $105,000.

         In March 2000, the Company entered into a convertible loan agreement
with a private investor and received $150,000. The loan was paid off in February
2001.

         On October 24, 2000, 480,000 shares of the Company's Common Stock were
issued to Star Casinos Limited in payment for $120,000 of services provided by
David Hartley, President of the Company's Casino Division, during the year ended
June 30, 2000.

         In January 2001, a private investor purchased 1,333,334 shares of the
Company's Common Stock at a purchase price of $.075 per share. The proceeds were
used for general working capital purposes.

         At March 31, 2001, the Company had a working capital deficit of
$608,000 and had approximately $611,000 cash or cash equivalents on hand. In
late August 1999, the Company began to receive cash distributions from the
profits of its Suriname casino joint venture. Prior to August 1999, all cash
profits of the casino had been used to first pay the remaining balance due on
the casino construction contract and then to repay a $750,000 loan previously
made by the Company's Suriname casino joint venture partner in December 1998.
The Company received an average of approximately $300,000 per month in cash
distributions from casino profits during the nine months of September 1999
through May 2000. As a result of the decline in the Suriname economy, increased
competition and the Government's tax assessments commencing in June 2000, the
cash distributions from casino profits have been reduced significantly since
June 2000 to approximately $150,000 per month. This cash flow has and should
continue to enable the Company to pay its current corporate overhead expenses,
fund its loan obligations and make payments on any other remaining obligations.

         The Company believes that the distribution of profits from the Suriname
casino will provide adequate cash flow to maintain the Company's current
operations for the next 12 months. As a result of the delinquent filing of its
Form 10-K, the Company was delisted by Nasdaq from its 12(g) SmallCap Market
Exchange in November 1999. The Company currently trades on the OTC pink sheets
and expects to have its securities traded on the OTC bulletin board shortly
after the filing of this Form 10-Q.

                                       13

<PAGE>
OTHER

         Certain statements in this Quarterly Report on Form 10-Q are "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, performance or achievements
to be materially different form the results, performance or achievements
expressed or implied by the forward looking statement. Factors that impact such
forward looking statements include, among others, risk factors included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2000 and other
filings with the Securities and Exchange Commission.

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<PAGE>
                           PART II. OTHER INFORMATION

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

                  The following information is furnished pursuant to Item
701(a)-(c) of Regulation S-K in connection with unregistered securities sold or
issued by the Company:

         In January 2001, the Richard Devries Professional Corporation purchased
         1,333,334 shares of the Company's Common Stock at a purchase price of
         $.075 per share. The proceeds were used for general working capital
         purposes.

In completing the above transactions, the Company relied upon section 4(2) of
the Securities Act of 1933, as amended, with respect to such transactions.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company held no material market risk sensitive financial instruments or
interest therein, and held none at March 31, 2001. The Company's loans,
payables, or receivables to or from others (including loans, payables or
receivables to or from its subsidiaries or joint ventures) and the interest
thereon, are all expressed as dollar obligations and payable in dollars.

However, the Company's routine daily foreign operations are usually conducted in
local foreign currencies. The Company is exposed to foreign currency exchange
rate risk between the time foreign gaming revenue or other revenues are received
and the time they are converted into dollars. The Company has not entered into
any exchange rate protection arrangements.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

        (a)      Exhibits

                       N/A

        (b)      Reports on Form 8-K

                       N/A

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<PAGE>
                                   SIGNATURES

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

                                   CCA COMPANIES INCORPORATED

Dated:  May 11, 2001               By: /s/ Dallas Dempster
                                       -----------------------------------------
                                           Dallas Dempster
                                           Chief Executive Officer and President

                                   By: /s/ Miles R. Greenberg
                                       -----------------------------------------
                                           Miles R. Greenberg
                                           Chief Financial Officer

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