COUNTRY WORLD CASINOS INC
S-8, 1997-09-16
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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As filed with the Securities and Exchange                  Registration No. 33-
Commission on September 16, 1997



                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549

                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933

                             COUNTRY WORLD CASINOS, INC.               
                (Exact name of issuer as specified in its charter)

          Nevada                                                 13-3140389
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

200 Monument Road, Bala Cynwyd, Pennsylvania                       19004
(Address of Principal Executive Offices)                         (Zip Code)

                               Legal Services Agreement
                               (Full title of the Plan)

                        Larry S. Berman, Chairman of the Board
                              Country World Casinos, Inc.
                              200 Monument Road, Suite 10
                                 Bala Cynwyd, PA  19004
                        (Name and address of agent for service)

                                   (610) 617-0400                  
            (Telephone number, including area code of agent for service)

                                     copies to:

                               Sommer & Schneider LLP
                           600 Old Country Road, Suite 535
                               Garden City, NY 11530
                                  (516) 228-8181

     Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.

                           CALCULATION OF REGISTRATION FEE

                                   Proposed       Proposed
Title of                           maximum        maximum     
securities              Amount     offering       aggregate        Amount of
to be                   to be      price per      offering       registration
registered            registered     share         price            fee(1)

Common Stock,
$0.001 par value       395,500      $0.165      $65,257.50          $20.00

(1)     The fee with respect to these shares has been calculated pursuant to 
Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the 
average of the last price per share of the Registrant's Common Stock on 
September 12, 1997, a date within five (5) days prior to the date of filing of
this Registration Statement, as reported by the OTC Bulletin Board. 

Documents Incorporated by Reference      X  Yes              No

<PAGE>

                                    PART II


Item 3. Incorporation of Documents by Reference.

        The following documents are incorporated by reference in this 
Registration Statement and made a part hereof:

(a)     The Company's Annual Report on Form 10-KSB for the fiscal year ended 
        June 30, 1996; and

(b)     The Company's Quarterly Report on Form 10-QSB for the quarter ended 
        September 30, 1996; and

(c)     The Company's Quarterly Report on Form 10-QSB for the quarter ended 
        December 31, 1996; and

(d)     The Company's Quarterly Report on Form 10-QSB for the quarter ended 
        March 31, 1997; and 

(e)     All other documents filed by the Company after the date of this 
        Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
        Securities Exchange Act of 1934, prior to the filing of a post-
        effective amendment to the Registration Statement which indicates that
        all securities offered have been sold or which deregisters all
        securities then remaining in the Registration Statement and to be part
        thereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not Applicable

Item 5. Interest of Named Experts and Counsel.

        Certain legal matters in connection with the shares being registered 
herein will be passed upon for the Company by the Law Offices of Sommer &
Schneider LLP, 600 Old Country Road, Suite 535, Garden City, NY 11530. 

Item 6. Indemnification of Directors and Officers.

        The Certificate of Incorporation and By-laws of the Company provide 
that the Company shall indemnify to the fullest permitted by Nevada law any 
person whom it may indemnify thereunder, including directors, officers, 
employees and agents of the Company.  Such indemnification (other than as 

<PAGE>

ordered by a court) shall be made by the Company only upon a 
determination that indemnification is proper in the circumstances because the 
individual met the applicable standard of conduct i.e., such person acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interest of the Company.  Advances for such indemnification may be 
made pending such determination.  Such determination shall be made by a 
majority vote of a quorum consisting of disinterested directors, or by 
independent legal counsel or by the stockholders.  In addition, the 
Certificate of Incorporation provides for the elimination, to the extent 
permitted by Nevada law, of personal liability of directors to the Company and 
its stockholders for monetary damages for breach of fiduciary duty as 
directors.

        The Company has obtained a directors and officers insurance and 
company reimbursement policy.  The policy insures directors and officers 
against unindemnified loss arising from certain wrongful acts in their 
capacities and reimburse the Company for such loss for which the Company has 
lawfully indemnified the directors of officers.

        The Company has also agreed to indemnify each director and executive 
officer pursuant to an Indemnification Agreement with each such director and 
executive officer from and against any and all expenses, losses, claims, 
damages and liability incurred by such director or executive officer for or as 
a result of action taken or not taken while such director or executive officer 
was acting in his capacity as a director, officer, employee or agent of the 
Company.  The obligations of the Company for indemnification is limited to the 
extent provided in the business and corporation laws of the State of Nevada 
and is also limited in situations where, among others, the indemnitee is 
deliberately dishonest, gains any profit or advantage to which he is not 
legally entitled or is otherwise indemnified.

        Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Company pursuant to the foregoing provisions, or otherwise, the Company 
has been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Securities 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Company will, unless in 
the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question of 
whether such indemnification by it is against public policy as expressed in 
the Securities Act and will be governed by the final adjudication of such 
issue.

Item 7. Exemption From Registration Claimed.

        Not Applicable.

<PAGE>

Item 8. Exhibits.

NUMBER       DESCRIPTION

5 and 24     Combined Opinion and Consent of Sommer & Schneider LLP

24.1         Consent of Moore Stephens, P.C.

99           Retainer Agreement between Country World Casinos, Inc. and
             Sommer & Schneider LLP dated September 9, 1997

Item 9. Undertakings.

        The undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement:

        (a)     To include any prospectus required by Section 10(a)(3) of the 
                Securities Act of 1933.

        (b)     To reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually
                or in the aggregate, represent a fundamental change in the
                information set forth in the registration statement; and 

        (c)     To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement.

                Provided, however, that paragraphs (1)(a) and (1)(b) do not
                apply if the registration statement is on Form S-3 or Form S-8
                and the information required to be included in a post-effective
                amendment by this paragraphs is contained in periodic reports
                filed by the registrant pursuant to Section 13 or Section 15(d)
                of the Securities Exchange Act of 1934 that are incorporated by
                reference in the registration statement.

(2)     That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any 
of the securities being registered which remain unsold at the termination of 
the offering.

<PAGE>

(4)     That, for purposes of determining any liability under the Securities 
Act of 1933, each filing of the registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Securities Exchange Act of 1934 and, where 
applicable, each filing of an employee benefit plan's annual report pursuant 
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated 
by reference in the registration statement shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(5)     To deliver or cause to be delivered with the prospectus, to each 
person to whom the prospectus is sent or given, the latest annual report to 
security holders that is incorporated by reference in the prospectus and 
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 
under the Securities Exchange Act of 1934; and, where interim financial 
information required to be presented by Item 310(b) of Registration S-B is not 
set forth in the prospectus, to deliver, or cause to be delivered, to each 
person to whom the prospectus is sent or given, the latest quarterly report 
that is specifically incorporated by reference in the prospectus to provide 
such interim financial information.

(6)     To deliver or cause to be delivered with the prospectus to each 
employee to whom the prospectus is sent or given, a copy of the registrant's 
annual report to stockholders for its last fiscal year, unless such employee 
otherwise has received a copy of such report, in which case the registration 
shall state in the prospectus that it will promptly furnish, without charge, a 
copy of such report on written request of the employee.  If the last fiscal 
year of the registrant has ended within 120 days prior to the use of the 
prospectus, the annual report of the registrant for the preceding fiscal year 
may be so delivered, but within such 120-day period the annual report for the 
last fiscal year will be furnished to each such employee.

(7)     To transmit or cause to be transmitted to all employees participating 
in the Plans who do not otherwise receive such material as stockholders of the 
registrant, at the time and in the manner such material is sent to its 
stockholders, copies of all reports, proxy statements and other communications 
distributed to its stockholders generally.

<PAGE>

                                 SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Bala Cynwyd, Pennsylvania, on 
September 9, 1997.

                                       COUNTRY WORLD CASINOS, INC.


                                       /s/ Larry Berman                  
                                       Larry Berman, Chairman and CEO


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons on 
behalf of the Registrant and in the capacities and on the dates indicated.

Signatures                                        Date


/s/ Larry Berman                                  September 9, 1997
Larry Berman
Chairman and Chief Executive Officer 

                                                  September 9, 1997
Roger D. Leclerc
President and Director

/s/ William H. Patrowicz                          September 9, 1997
William H. Patrowicz
Secretary, Treasurer and Director

<PAGE>
                                                             EXHIBIT 5 and 24

                            SOMMER & SCHNEIDER LLP
                             600 OLD COUNTRY ROAD
                         GARDEN CITY, NEW YORK 11530

Herbert H. Sommer                                      Telephone (516) 228-8181
Joel C. Schneider                                      Facsimile (516) 228-8211

Jeffrey M. Stein 


                                                       September 9, 1997


                         Combined Opinion and Consent


Country World Casinos, Inc.
200 Monument Road, Suite 10
Bala Cynwyd, PA  19004

     Re:     Country World Casinos, Inc.

Gentlemen:

     We have acted as counsel to Country World Casinos, Inc., a Nevada 
corporation (the "Company"), in connection with the preparation and filing 
with the Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933 as amended (the "Act") of the Company's Registration 
Statement on Form S-8, filed contemporaneously with the Commission relating to
the registration under the Act of 395,500 shares (the "Shares") of the 
Company's Common Stock, no par value (the "Common Stock"). 

     In rendering this opinion, we have reviewed the Registration Statement on 
Form S-8, as well as a copy of the Certificate of Incorporation of the 
Company, as amended, and the By-Laws of the Company.  We have also reviewed 
such statutes and judicial precedents as we have deemed relevant and necessary 
as a basis for the opinion hereinafter expressed.  In our examination, we have 
assumed the genuineness of all signatures, the legal capacity of natural 
persons, the authenticity of all documents submitted to us as originals, the 
conformity with, the original documents of all documents submitted to us as 
certified or photostatic copies, and the authenticity of the originals of such 
copies.

     Based on the foregoing and in reliance thereon, and subject to the 
qualifications and limitations set forth herein, we are of the opinion that:

(1)     The Company has been duly incorporated and is a validly existing 
corporation under the laws of the State of Nevada;

<PAGE>

(2)     The Shares when issued in connection with the Retainer Agreement, will 
be legally issued, fully paid and non-assessable.

        This opinion is limited to the General Corporation Law and the 
Constitution of the State of Nevada and we express no opinion with respect to 
the laws of any other jurisdiction.  We consent to your filing this opinion 
with the Securities and Exchange Commission as an exhibit to the Registration 
Statement on Form S-8.  This opinion is not to be used, circulated, quoted or 
otherwise referred to for any other purpose without our prior written consent.

                                                      Very truly yours,
 
                                                      /s/ Joel C. Schneider

                                                      Joel C. Schneider

JCS/md

<PAGE>
                                                                 EXHIBIT 24.1
                       CONSENT OF INDEPENDENT AUDITORS


Country World Casinos, Inc.
Bala Cynwyd, Pennsylvania

          We have issued our report dated September 20, 1996, relating to the 
financial statements of Country World Casinos, Inc. for the year ended June 
30, 1996, appearing in the Company's Annual Report on Form 10-KSB.  Such 
report has been incorporated by reference in this Registration Statement.  We 
consent to the incorporation by reference in this Registration Statement on 
Form S-8 of the aforementioned reports and to the use of our name as it 
appears under the caption "Experts."



                                                  MOORE STEPHENS, P.C.
                                                  Certified Public Accountants

Cranford, New Jersey
September 11, 1997

<PAGE>
                                                                   EXHIBIT 99
                             SOMMER & SCHNEIDER LLP
                              600 OLD COUNTRY ROAD
                          GARDEN CITY, NEW YORK 11530

Herbert H. Sommer                                      Telephone (516) 228-8181
Joel C. Schneider                                      Facsimile (516) 228-8211

Jeffrey M. Stein 



                                                       September 9, 1997

FACSIMILE, ORIGINAL BY MAIL
(610) 617-0405

Country World Casinos, Inc.
200 Monument Road, Suite 10
Bala Cynwyd, PA  19004

     Att:     Mr. William Patrowicz, Secretary and Treasurer

      Re:     Retainer Agreement

Dear Mr. Patrowicz:

     This letter confirms the agreement of Country World Casinos, Inc. and its 
related entities and subsidiaries (collectively, the "Company") to settle past 
due obligations of the firm and to retain this firm on an ongoing basis to 
provide certain recurring legal services described below.

1.     OUTSTANDING OBLIGATIONS.

     Presently the Company owes the firm $29,662.60 for services performed and 
$1,950.00 in connection with certain expenses related to press releases, for 
an aggregate of $31,612.60.  As full settlement of these outstanding 
obligations, the Company will issue to the firm or individually to its 
partners an aggregate of 250,000 shares of the Company's common stock.  These 
shares will be issued upon the effective date of a Form S-8 Registration 
Statement ("S-8").  The Company agrees to complete the S-8 with the firm's 
assistance by September 12, 1997.

2.     MONTHLY RETAINER.

     The Company will pay us a monthly retainer fee of $4,000 effective as of 
September 1, 1997, which will be applied toward the legal services described 
more specifically in paragraph 3 to be rendered during the following month.  
Out-of-pocket expenses will be reimbursed in full separately as provided in 

<PAGE>

paragraph 6.  The Company understands and agrees that this monthly retainer 
fee represents 1/12th of the estimated legal fees (based on our established 
hourly rates) that the Company would incur for such services to be provided 
during an entire year, consisting primarily of an ordinary cycle of periodic
filing with the Securities and Exchange Commission and related matters, and
that this arrangement requires us to allocate resources to the Company's
account and possibly to forego the representation of other clients in order to
be available to serve the Company's recurring need for these legal services.
Accordingly, the Company agrees that:

(a)     the monthly retainer fee of $4,000 will be paid within the first 5 
business days of each month, however, in the event the Company elects to pay 
us in common stock, in the manner described above in paragraph 1, the Company 
may issue the firm the equivalent of 6 months of fees ($24,000) in the 
Company's common stock or aggregate of 145,500 additional shares which shares 
will be issued in accordance with Paragraph 1 above.

(b)     no portion of the retainer fee will be refunded to the Company;

(c)     in the event the Company terminates our relationship before August 31, 
1998, the Company agrees that our fees for legal services will be the greater 
of the sum of the monthly retainer fees billed during the months in which we 
actually provided legal services to the Company or the full amount of our 
attorney's normal hourly charges to the date of such termination; and

(d)     if at any time it appears that the proper performance of the services 
covered by the  retainer fee requires us to devote substantially more time 
than the retainer fee covers at our established hourly rates, then we will 
have the right to renegotiate the amount of the retainer fee on a prospective 
basis.  We will provide the Company a monthly report of actual time spent on 
its matters.

3.     SERVICES COVERED BY THE RETAINER.

     The following services will be performed for the Company and, subject to 
paragraph 2(d) above, or our subsequent agreement to the contrary, the agreed 
fee for these services will be the  retainer fee:

(a)     Review, preparation and filing of proxy statements and regular 
periodic reports (Forms 10-KSB and 10-QSB) with the Securities and Exchange 
commission and the preparation and filing of reports on Form 8-K other than 
with respect to the acquisition or disposition of assets or other 
extraordinary transactions;

(b)     Preparation of consents or minutes for the annual meetings of 
directors and shareholders and the appointment of officers;

<PAGE>

(c)     Routine opinions concerning the transfer of the Company's securities; 

(d)     Development and implementation of a compliance program for Section 16 
of the Exchange Act; and

(e)     Occasional brief telephone consultations concerning procedures and 
requirements under federal and state securities laws, ordinary business and 
commercial credit (but not material financing) transactions, shareholder 
relations and general corporate activities.

     We wish to encourage you to consult with us by telephone whenever a 
question of a legal nature arises without concern that the Company will incur 
liability for additional legal fees and thus will try to include such 
consultations within the retainer fee to the greatest extent reasonably 
possible.

4.     SERVICES NOT COVERED BY THE RETAINER AND SUBJECT TO HOURLY BILLING.

     Unless we agree in writing to the contrary, we will bill you for all 
services which are not set forth in paragraph 3 in accordance with our 
customary billing practices.  Although it is impossible to describe each type 
of service which will not be covered by the retainer fee, the following 
examples are illustrative:

(a)     Business combinations, reorganizations or acquisitions or dispositions 
of assets;

(b)     Public or private offerings of securities, significant bank credit 
facilities and other material financing transactions;

(c)     Litigation or arbitration;

(d)     Tax advice;

(e)     Implementation or revision of employee benefit plans;

(f)     Extraordinary shareholders' meetings; and

(g)     Delivery of written legal opinions, except as set forth in paragraph 
3(c) above.

     It is understood that initial consultations regarding the matters 
described in this paragraph 4 will be considered covered by the retainer fee 
unless and until we must devote substantial time and attention to the matter 
in the form of meetings, legal research or the preparation or review of 
substantive legal documents such as memoranda, letters of intent, agreement or 
pleadings.

<PAGE>

5.     COUNTRY WORLD BOND OFFERING. 

     The Company will pay the firm upon the first closing of its proposed bond 
offering, being underwritten by Pacific Genesis Group, Inc. the fee of $25,000 
plus reimburse the firm any expenses incurred in connection with such offering 
as described in paragraph 6 below.

6.     REIMBURSEMENT OF EXPENSES.

     The Company will reimburse us for all out-of-pocket expenses incurred in 
the course of performing legal services.  These expenses may include, but are 
not necessarily limited to, charges for photocopies, telecopies, long distance 
telephone calls, computerized legal research, attorney travel and overtime 
expenses, secretarial overtime and related expenses, postage, courier 
services, court filing and witness fees and court reporter and deposition 
transcript expenses.  Reimbursable expenses ordinarily will be billed along 
with our fees, although for larger amounts, we may ask the Company to advance 
the expenses to us or pay them directly to the third-party supplier.  Because 
there is often a delay in receiving invoices from third-party suppliers until 
after the time we submit a bill, we will either issue a supplemental bill for 
these miscellaneous items or estimate them in our final bill.

7.     BILLING.

     We will bill the Company monthly for our fees, if any, and expenses and, 
except as otherwise set forth herein, payment will be made by the Company 
within 30 days after receipt of our bills.  Payments received will first be 
applied to legal fees and then to expenses.  Amounts past due more than 60 
days will incur a late charge of 1% per month of the total balance.

8.     ATTORNEYS.

     The undersigned will be the partner principally responsible for the 
Company's work and will supervise the work of the attorneys who work on the 
Company's matters.  We may also retain other attorneys to assist us in 
rendering services to the Company whenever we determine, after consultation 
with you, that another attorney's experience and skills are necessary or 
desirable in order to provide effective legal representation to the Company.  
The work of any attorney retained by us will be subject to our overall 
direction and supervision.  We will remain legally responsible for the work of 
any attorney retained by us and will include the fees and expenses incurred by 
any such attorney in our bills.  

     Please call me if you have any questions about the terms of this letter 
agreement.  If the terms of this letter agreement are acceptable to you, 

<PAGE>

please signify the Company's agreement to retain this firm on those terms by
signing the enclosed copy of this letter in the space provided below and
returning it to me.  We are pleased to have the opportunity to be of service
to the Company and look forward to working with you.

                                                     Very truly yours,

                                                     /s/ Joel C. Schneider

                                                     Joel C. Schneider

JCS/md
Enclosure

ACCEPTED AND AGREED TO:
COUNTRY WORLD CASINOS, INC.


By: /s/ William Patrowicz           
       William Patrowicz
       Secretary and Treasurer


Dated:       September 9, 1997

<PAGE>



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