U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934
       For the Fiscal Year Ended March 31, 2002

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

                         Commission file number: 0-30263

                              SUREBET CASINOS, INC.
                 (Name of small business issuer in its charter)

                   UTAH                                 75-1878071
      (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)


                 1610 BARRANCAS AVENUE, PENSACOLA, FLORIDA 32501
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (850) 438-9647

           Securities registered under Section 12(b) of the Act: NONE

              Securities registered under Section 12(g) of the Act:

                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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 / /


Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. / /


Issuer's revenues for the fiscal year ended March 31, 2002:$-0-

Aggregate market value of the registrant's  common stock held by  non-affiliates
as of July 8, 2002: APPROXIMATELY $36,283.

Number of shares of the registrant's  common stock outstanding:  7,889,169 as of
July 8, 2002.

Transitional Small Business Disclosure Format (check one):  Yes/  /  No/x/



<PAGE>



                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------

     sureBET Casinos,  Inc. ("the Company") is a corporation organized under the
laws of the State of Utah on June 13,  1985.  Although  the  Company has been in
existence  since June 1985, it recently  changed its business  strategy to enter
into the casino  business.  The  Company  intends  to  develop,  acquire,  joint
venture,  manage,  and operate  gaming  establishments  with an initial focus on
water-based  gaming,  the emerging gaming markets,  and the  rehabilitation  and
reorganization of casinos that are underperforming financially.

     The Company is an Over the Counter  Bulletin  Board stock trading under the
symbol "SBET". The Company's subsidiary is Casino Padre Investment Company, LLC,
a Nevada limited liability company.

CORPORATE HISTORY

     The Company was formed in Utah on June 13, 1985 under the name Navis, Bona,
Inc. On March 29, 1988,  the company  merged with I Love Yogurt  Corporation,  a
Texas corporation. Navis Bona, Inc., the surviving corporation, changed its name
upon completion of the merger to I Love Yogurt Corporation.

     On June 24, 1992,  I Love Yogurt  Corporation  merged with  Chelsea  Street
Holding Company, Inc., a Delaware corporation. I Love Yogurt Corporation was the
surviving corporation after the merger. Pursuant to the Merger Agreement, I Love
Yogurt  Corporation  changed  its  name  to  Chelsea  Street  Financial  Holding
Corporation.  On November 23, 1993, Chelsea Street Financial Holding Corporation
amended its Articles of  Incorporation  changing the name of the  corporation to
Wexford Technology Incorporated.

     On March 5, 1999, the Company entered into an Asset Purchase Agreement with
its controlling shareholder, Imperial Petroleum, Inc. ("Imperial").  Pursuant to
the  Agreement,  Imperial  acquired  all of the  assets and  liabilities  of the
Company. No consideration was exchanged in return for the sale of the assets and
transfer of the liabilities.

     On May 12, 1999, the Company  entered into an Agreement to Exchange  Common
Stock with U.S. Gaming & Leisure Corp. ("USGL").  Pursuant to the agreement with
USGL.  The Company is to issue  6,000,000 new common shares to  shareholders  of
USGL for 100% of the outstanding  shares of USGL. This transaction is contingent
on a private  placement of the Company's  common stock which as of this date has
not been completed.  At such time as the private  placement is completed and the
exchange of stock is completed,  USGL will become a  wholly-owned  subsidiary of
the Company.

     On June 7,  1999,  there  was a change  in the  Board of  Directors  of the
Company.  The new board changed the Company's  business  strategy and decided to
enter into the casino business.  On June 24, 1999, the Articles of Incorporation
of the  Company  were  amended  to change  the name of the  Company  to  sureBET
Casinos, Inc.

     Under the direction of its new management,  the Company intends to develop,
acquire,  joint  venture,  manage,  and operate  gaming  establishments  with an
initial  focus on  water-based  gaming,  the emerging  gaming  markets,  and the
rehabilitation   and   reorganization   of  casinos  that  are   underperforming
financially.

     On October 1, 1999,  the Company  entered into a Management  Contract  with
Casino Padre Investment Company, LLC, a Nevada limited liability company.  Under
the terms of the contract, the

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<PAGE>


Company had an exclusive  agreement  to operate the gaming ship M/V  Entertainer
and the gaming  operations  located on the ship on behalf of and for the account
of Casino Padre Investment Company, LLC.

     On October 27, 1999,  the Company  acquired 50  membership  units in Casino
Padre  Investment  Company LLC in exchange  for  5,000,000  shares of the common
stock of the Company.  Immediately following the transaction,  the Company owned
83% of Casino  Padre  Investment  Company  LLC.  The shares were  acquired  from
Charles  S.  Liberis,  the  President  of the  Company.  The LLC was  formed  on
September  14,  1999  and at  the  time  of  the  acquisition,  was  still  in a
developmental  stage. Casino Padre commenced operations on November 18, 1999. As
of March 31, 2002,  the Company owned 74% of the LLC. The LLC ceased  operations
on November 6, 2000. The charter on the M/V Entertainer has been terminated. See
Item 12. Certain Relationships and Related Transactions.

     On December 20, 1999, the Company entered into an agreement with Black Hawk
Hotel  Corporation,  an unaffiliated  entity,  to lease Lilly Belle's Casino, an
existing casino facility located in Black Hawk, Colorado.  Pursuant to the terms
of the lease,  the Company has an option to purchase the premises.  The lease is
contingent on the Company receiving approval for the transaction and issuance of
regulatory   licenses  from  the  Colorado  Gaming  Commission.   The  Company's
application with the Colorado Gaming  Commission was withdrawn  effective August
7, 2001.

LILLY BELLE'S CASINO (COLORADO) BUSINESS

     The Company,  through its wholly owned  subsidiary,  Lilly  Belle's  Casino
Investment Company LLC (hereinafter  "Lilly Belle's"),  intends to operate Lilly
Belle's Casino located at 301 Gregory Street, Black Hawk, Colorado,  pursuant to
the Colorado Gaming Act and the Colorado Gaming Regulations.

     Gaming in Colorado is "limited  stakes" which restricts any single wager to
a maximum of $5.00.  While this limits the  revenue  potential  of table  games,
management believes that slot machine play, which accounts for over 95% of total
gaming revenues, is currently impacted only marginally by the $5.00 limitation.

     LILLY  BELLE'S  CASINO.  Lilly  Belle's  Casino is located  at 301  Gregory
Street,  Black  Hawk,  Colorado.   The  casino  is  contained  in  a  three  and
one-half-story, 12,000-square foot building which was constructed as a casino in
1993 and operated until November  1994.  The structure is fully  sprinkled,  air
conditioned and serviced by a hydraulic  elevator to each floor. The building is
completely  furnished  for  a  casino  operation  including  all  furniture  and
fixtures,  surveillance  equipment,  cage  equipment,  Black Jack tables,  poker
tables,  coins and tokens. There are no slot machines presently on the premises.
The Company leases the casino as well as an adjacent Victorian bed and breakfast
and an adjacent area which will provide approximately 100 parking spaces as well
as all the furniture, fixtures, and equipment, from an unaffiliated third party.

     A lease with an option to purchase  was entered  into on December 20, 1999,
for an initial term of five years.  The Company has an option to renew the lease
for three  additional  terms of five years  each.  The Company has the option to
purchase  the  premises  during  the term of the  lease.  Under the terms of the
lease,  the  Company is  responsible  for all taxes,  improvements,  repairs and
maintenance  and payment of utilities  related to the  premises.  The Company is
also  required to indemnify  the lessor from all claims,  liabilities,  loss and
damages  against the lessor  occurring on the premises in any way related to the
Company's business.

     The Company issued 200,000 common shares valued at $200,000 as a deposit on
the lease.  Lilly  Belle's  Casino filed for  bankruptcy in November  2001.  The
common  shares  that were  issued are being  held in escrow  and the  Company is
currently  negotiating  to receive the shares back.  Due to this

                                       3

<PAGE>



uncertainty,  the deposit  has been  written off during the year ended March 31,
2002. See Item 6. Management's Discussion and Analysis or Plan of Operation.

     THE  BLACK  HAWK  MARKET.  Black  Hawk is a  small  mountain  town  located
approximately  30 miles from  Denver.  Black  Hawk is an  historic  mining  town
originally founded in the late 1800's following a large gold strike.  Black Hawk
is a tourist  town and its  heaviest  traffic is in the summer  months.  Traffic
generally decreases to its low point in the winter months.

     Black Hawk is one of only three  Colorado  cities  where  casino  gaming is
legal,  the others being  Cripple  Creek and Central  City.  For the gaming year
ended June 30, 2002, Black Hawk operated approximately 62% of the gaming devices
and  generated  72% of gaming  revenues for these three cities during the gaming
year ended June 30, 2002. As of June 30, 2002,  there were 20 casinos  operating
in Black Hawk.

     COMPETITION.  There are  presently  20  casinos  operating  in Black  Hawk,
Colorado.  In addition,  there are 5 casinos  operating in Central City which is
adjacent to Black Hawk.  The Company  will be  competing  with many  established
casino  companies,  most of which  have  greater  financial  resources  than the
Company in the same market that the Company will be operating.

     WEATHER AND SEASONAL FLUCTUATIONS.  The business of the Company will suffer
as a direct result of inclement  weather.  Inclement weather has a direct affect
on driving  conditions  between  Black Hawk and Denver,  Colorado,  which is the
major metropolitan area from which Black Hawk derives most of its business.  The
business  of Lilly  Belle's  will be subject to seasonal  fluctuations  with the
slowest months being the months of January, February, and March.

     MARKETING AND PROMOTION.  The Company does not have  sufficient  funds with
which to advertise  market and promote its casino through a mass media campaign.
If the Company  obtains its gaming license and sufficient  funding,  the Company
will  focus its  marketing  efforts  on direct  mail to  customers  who are on a
customer  list  obtained by the  Company  pursuant  to its lease  agreement.  In
addition, the Company will market into Denver through a limited amount of print,
radio and billboard advertising.

     STATE  REGULATION  - COLORADO.  The  ownership  and  operation  of a gaming
business in Colorado is subject to extensive laws and regulations  including the
Colorado  Limited  Gaming  Act of 1991  (the  "Colorado  Act") and the rules and
regulations (the "Colorado Regulations")  promulgated thereunder by the Colorado
Limited  Gaming  Commission  (the "Colorado  Commission")  which is empowered to
oversee and enforce the Colorado Act.

     Neither the Company nor any of its  subsidiaries has a license to operate a
casino in Colorado or in any other jurisdiction.  The Colorado Act requires that
a person  (including  any  corporation  or other  entity)  must be  licensed  by
Colorado to conduct gaming activities in Colorado. A license will be issued only
for a specified location that has been approved as a gaming site by the Colorado
Commission prior to issuing a license.  The Colorado Act also requires that each
officer or  director  of a gaming  licensee,  or other  person who  exercises  a
material  degree of control  over the  licensee,  must be found  suitable by the
Colorado  Gaming  Commission.  Any person  who,  directly or  indirectly,  or in
association with others,  acquires  beneficial  ownership of more than 5% of the
common stock of any gaming enterprise must notify the Colorado Gaming Commission
of  this  acquisition  and  must  be  found  suitable  by  the  Colorado  Gaming
Commission.  The granting of a license requires  submission of detailed personal
financial  information followed by a thorough  investigation.  In addition,  the
Colorado Gaming

Commission  will not issue a license unless it is satisfied that the licensee is
adequately  financed or has a reasonable plan to finance its proposed operations
from acceptable sources.

     The political and  regulatory  environment in which the Company is and will
be operated with respect to gaming activities, is uncertain, dynamic and subject
to rapid change.  Existing  operators

                                        4

<PAGE>




often support  legislation and litigation  designed to make it more difficult or
impossible  for  competition  to develop and  operate  gaming  facilities.  This
environment makes it impossible to predict the effects, including cost, that the
adoption of and changes in gaming law, rules and regulations  and/or competition
will have on proposed gaming operations.

     DEFAULT IN COLORADO  LEASE.  Pursuant to the lease between Black Hawk Hotel
Corporation and the Company,  Black Hawk Hotel was to purchase 250,000 shares of
the Company's  common stock on or before March 1, 2000.  Black Hawk did purchase
125,000 shares but has failed to purchase the remaining 125,000 shares. Further,
the  commencement  date of the lease was  October 1, 2000 and the  Company is in
default under this provision.

     Efforts by the  Company to settle  its  difficulties  with Black Hawk Hotel
Corporation  have not been  successful.  Although the parties  will  continue to
negotiate in good faith to revisit the lease,  the Company chose to  voluntarily
withdraw its application with the Colorado Gaming Commission effective August 7,
2001.  This  withdrawal  is  without  prejudice  and if the  Company  is able to
reinstate its lease the application with the Colorado Gaming  Commission will be
resubmitted.

     Except for historical  information  contained herein, the matters discussed
in  this  Item 1, in  particular,  statements  that  use the  words  "believes",
"expects", "intends", or "anticipates", are intended to identify forward looking
statements  that are  subject  to risks  and  uncertainties  including,  but not
limited to,  inclement  weather,  mechanical  failures,  increased  competition,
financing,  governmental action,  environmental  opposition,  legal actions, and
other  unforeseen  factors.  The  development  of the  Black  Hawk  project,  in
particular, is subject to additional risks and uncertainties, including, but not
limited  to,  risks  relating  to  permitting,   financing,  the  activities  of
environmental  groups,  the  outcome of  litigation  and the actions of federal,
state, or local governments or agencies.

EMPLOYEES

     As of July 15, 2002, the Company is inactive and has no employees.

         The  Company's  future  success  depends in  significant  part upon the
continued  service of its key senior  management  personnel  and its  continuing
ability to attract and retain highly qualified  managerial  personnel.  The time
that the officers and  directors  devote to the business  affairs of the Company
and  the  skill  with  which  they   discharge   their   responsibilities   will
substantially  impact the Company's success. To the extent the services of these
individuals  would be  unavailable  to the Company  for any reason,  the Company
would be required to identify,  hire,  train and retain  other highly  qualified
managerial  personnel to manage and operate the Company.  The Company's business
could be  adversely  affected  to the extent such key  individuals  could not be
replaced.


ITEM 2.   DESCRIPTION OF PROPERTY.
--------------------------------------------------------------------------------

     The  Company's  administrative  offices are located in 1,996 square feet of
office space in Pensacola,  Florida,  that is owned by Charles S.  Liberis,  the
Company's  Chairman  of the Board of  Directors,  Chief  Executive  Officer  and
principal stockholder. The Company pays no rent for the space.


ITEM 3.   LEGAL PROCEEDINGS.
--------------------------------------------------------------------------------

o    Newpark   Shipbuilding-Pasadena,   Inc.  v.  Vessel   Casino  Padre  f/k/a/
     Entertainer,  its  equipment,  apparel,  etc., in rem, and CSL  Development
     Corporation,  Casino Padre  Investment  Company  LLC, and sureBET  Casinos,
     Inc.,  its  owners  and/or  operators,  in  personam,  C.A.  No.  H-00-1014
     Admiralty.

                                       5

<PAGE>



     On or about March 23, 2000,  Newpark  Shipbuilding-Pasadena,  Inc.  filed a
lawsuit in the United States District Court Southern District of Texas, Houston,
Division,  against  Vessel  Casino  Padre  f/k/a/  Entertainer,  its  equipment,
apparel, etc., in rem, and CSL Development Corporation,  Casino Padre Investment
Company LLC,  and sureBET  Casinos,  Inc.,  seeking the sum of  $139,193.36  for
repair work on the M/V  Entertainer.  The  Defendants  dispute the amount of the
claim, have posted a bond in the amount claimed, and have counterclaimed against
Newpark  Shipbuilding-Pasadena,  Inc. for deceptive trade practices, damages for
improper    workmanship    and   damages   for   delays    caused   by   Newpark
Shipbuilding-Pasadena,   Inc.   The  parties   are   presently   in   settlement
negotiations.

o    Debra Rasheed v. Casino Padre

     On or about  October 10, 2000,  Debra Rasheed filed a lawsuit in the United
States District Court, Southern District of Texas, Brownsville Division, against
Casino Padre Investment  Company,  LLC and the vessel M/V Casino Padre,  seeking
damages for injuries  allegedly  sustained while acting as an employee of Casino
Padre.  Although  management  believed that there was no support for Plaintiff's
factual  allegations,  management  entered  into a settlement  agreement  for an
amount that was less than the legal fees would have been  incurred in  defending
the matter. On July 12, 2001, a Compromise,  Settlement,  Release, Indemnity and
Confidentiality  Agreement  was  entered  into  between  the  Plaintiff  and the
Defendants.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended March 31, 2002.



                                        6

<PAGE>

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
--------------------------------------------------------------------------------

     The  Company's  Common  Stock  is not  traded  on a  registered  securities
exchange,  or on NASDAQ.  The Company's  Common Stock has been quoted on the OTC
Bulletin  Board since 1987. It traded under the symbol "DICE" from July 14, 1999
to August 23, 2000.  The stock was delisted from August 23, 2000 to May 23, 2001
and began trading under the symbol "SBET" on May 24, 2001.  The following  table
sets  forth the range of high and low bid  quotations  for each  fiscal  quarter
within the last two fiscal  years,  as well as the current  fiscal  year.  These
quotations reflect  inter-dealer  prices without retail mark-up,  mark-down,  or
commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>

<S>                                                <C>               <C>
FISCAL QUARTER ENDED                               HIGH BID          LOW BID

June 30, 2000....................................   $ 0.68           $ 0.37
September 30, 2000...............................      -                -
December 31, 2000................................      -                -
March 31, 2001...................................      -                -
June 30, 2001....................................      -                -
September 30, 2001...............................   $ 0.01           $ 0.01
December 31, 2001................................   $ 0.30           $ 0.01
March 31, 2002...................................   $ 0.10           $ 0.03
June 30, 2002....................................   $ 0.03           $ 0.01
</TABLE>

     As of March 31, 2002 there were 291 record holders of the Company's  Common
Stock.  On July 15, 2001 there were 292 record  holders of the Company's  Common
Stock.  On July 8, 2002,  the closing bid price was $0.02.  Since the  Company's
inception, no cash dividends have been declared on the Company's Common Stock.

     The  Securities  and  Exchange  Commission  (SEC) has  adopted  rules  that
regulate  broker-dealer  practices in  connection  with  transactions  in "penny
stocks". Generally, penny stocks are equity securities with a price of less than
$5.00 (other than securities  registered on certain national exchanges or quoted
on the NASDAQ system).  If the Company's  shares are traded for less than $5 per
share,  as they  currently  are,  the shares  will be subject to the SEC's penny
stock rules unless (1) the  Company's  net  tangible  assets  exceed  $5,000,000
during the Company's  first three years of  continuous  operations or $2,000,000
after the  Company's  first three  years of  continuous  operations;  or (2) the
Company has had average revenue of at least $6,000,000 for the last three years.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure document prescribed by the SEC that provides  information about penny
stocks  and the  nature  and  level of  risks in the  penny  stock  market.  The
broker-dealer  also  must  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson  in the  transaction,  and monthly  account  statements  showing the
market value of each penny stock held in the  customer's  account.  In addition,
the penny stock rules require that prior to a  transaction  in a penny stock not
otherwise exempt from those rules, the broker-dealer must make a special written
determination  that the penny  stock is a


                                       7

<PAGE>


suitable  investment  for the  purchaser  and  receive the  purchaser's  written
agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity in the secondary market for  a stock  that becomes
subject to the penny stock rules.  As long  as the  Company's  Common  Stock  is
subject to the penny  stock  rules, the  holders of the Common Stock may find it
difficult to sell the Common Stock of the Company.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
--------------------------------------------------------------------------------

     The Company  ceased  conducting  an active trade or business in April 1997.
During the fiscal  years  ended  March 31,  1999 and 1998,  the  Company  had no
operating  business.  The Company entered into an Asset Purchase  Agreement (the
"Agreement")  on  March  5,  1999  with its  controlling  shareholder,  Imperial
Petroleum, Inc. ("Imperial"). The Agreement provided that Imperial would acquire
all of the assets and liabilities of the Company. No consideration was exchanged
in return for the sale of the net liabilities of the Company. As a result of the
Agreement, the Company had no assets or liabilities as of March 31, 1999.

     On June 7,  1999,  there  was a  change  in the  control  of the  Board  of
Directors of the Company.  The new board changed the Company's business strategy
and decided to enter into the casino business. On June 24, 1999, the Articles of
Incorporation  of the Company  were amended to change the name of the Company to
sureBET Casinos, Inc.

     Under the direction of its new management,  the Company intends to develop,
acquire,  joint  venture,  manage,  and operate  gaming  establishments  with an
initial  focus on  water-based  gaming,  the emerging  gaming  markets,  and the
rehabilitation   and   reorganization   of  casinos  that  are   underperforming
financially.

RESULTS OF OPERATIONS

     The sole  source of revenue  for the  Company  through  March 31,  2001 was
derived from the  operation of Casino  Padre.  Casino Padre began  operations on
November 18, 1999 and ceased  operations on November 6, 2000.  Accordingly,  the
Company had no revenues for the fiscal year ended March 31, 2002.

         For the  year  ending  March  31,  2002,  the  Company  incurred  a net
operating loss of $356,486,  as compared to a net operating loss of $227,529 for
the year ending March 31, 2001.

     For the year ending March 31, 2002,  operating expenses were $356,486.  For
the year ending March 31, 2001,  revenues from operations were $1,966,621  while
cost of food and  beverage  sales were  $146,676  and  operating  expenses  were
$2,077,474.  A total of $30,000 was allocated to the minority interest in Casino
Padre.

     General and  administrative  expenses  for the year ending  March 31, 2002,
totaled  $46,486 as compared to $458,290  for fiscal 2001.  In fiscal 2002,  the
Company  wrote off a deposit  of  $200,000  on the Black Hawk  casino  lease and
recognized $110,000 as a legal settlement expense in connection with the Newpark
Shipping - Pasadena  claim. In fiscal 2001, a total of $893,435 was expended for
the operation of the casino and $594,250 for the operation of the vessel.  Sales
and marketing expenses were $131,499 for the period.

LIQUIDITY AND CAPITAL RESOURCES

     At March  31,  2002,  the  Company  had a  working  capital  deficiency  of
$759,827, as compared to a deficiency of $713,341 at March 31, 2001. The Company
does not  believe  that it will be able

                                       8

<PAGE>


to meet its normal  operating  costs and expenses from  management fees and cash
flow of Casino Padre as the Company does not presently have any operations.

     The Company has been  dependent  upon loans from its principal  shareholder
and President,  Charles Liberis. The loans are not evidenced by promissory notes
and there is no fixed date for repayment. At March 31, 2002, $86,602 was owed to
Mr. Liberis.

     In  addition,  at March  31,  2002,  $27,101  was  owed to CSL  Development
Corporation  for past due charter  payments and accrued  interest  thereon.  Mr.
Liberis is also the President of CSL Development Corporation.

         The  report of the  Company's  independent  auditors  on the  financial
statements for the year ended March 31, 2002, includes an explanatory  paragraph
relating  to the  uncertainty  of the  Company's  ability to continue as a going
concern  due to the loss  incurred  for the year  ended  March 31,  2002 and the
working capital deficit and stockholders' deficit existing as of March 31, 2002.
The Company must raise  additional  capital,  incur debt, or obtain financing in
order to fund operations.

     The  Company  believes  that it will be able to  raise  additional  capital
through debt and equity  financing  which,  along with additional loans from its
principal shareholders, will be sufficient to meet the Company's current working
capital  needs for at least the next  twelve  months.  However,  there can be no
assurance that the Company will be able to raise  additional  capital or to take
advantage of any expansion opportunities that may become available. There can be
no assurance that additional  capital will be available at all, at an acceptable
cost,  or on a basis that is timely to allow the  Company to finance any further
business opportunities.

FORWARD LOOKING STATEMENTS

     Except for historical  information  contained herein, the matters discussed
in  this  Item 6, in  particular,  statements  that  use the  words  "believes",
"intends",  "anticipates", or "expects" are intended to identify forward looking
statements  that are  subject  to risks  and  uncertainties  including,  but not
limited to,  inclement  weather,  mechanical  failures,  increased  competition,
financing,  governmental action,  environmental  opposition,  legal actions, and
other unforeseen factors.

     The  development of the Black Hawk,  Colorado  project,  in particular,  is
subject to additional risks and  uncertainties,  including,  but not limited to,
risks relating to permitting, financing, the activities of environmental groups,
the  outcome  of  litigation  and  the  actions  of  federal,  state,  or  local
governments and agencies.  The results of financial  operations  reported herein
are not  necessarily  an indication of future  prospects of the Company.  Future
results may differ materially.


ITEM 7.   FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     The  consolidated  financial  statements  and  notes  are  included  herein
beginning at page F-1.


ITEM 8.   CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.
--------------------------------------------------------------------------------

     None.


                                        9

<PAGE>

                                    PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
--------------------------------------------------------------------------------

     The officers and directors of the Company are as follows:
<TABLE>
<CAPTION>

<S>                          <C>               <C>
NAME                         Age               POSITION

Charles S. Liberis           60                Chairman of the Board of Directors, President, Chief
                                               Operating Officer
Michael Georgilas            48                Director
</TABLE>

     The term of office of each  director of the Company ends at the next annual
meeting  of the  Company's  stockholders  or when the  director's  successor  is
elected and qualified.  No date for the next annual meeting of  stockholders  is
specified in the Company's Bylaws,  nor has a meeting been fixed by the Board of
Directors.  The term of office of each  officer of the Company  ends at the next
annual  meeting of the Company's  Board of Directors,  which is expected to take
place  immediately  after the next annual meeting of stockholders,  or when such
officer's successor is elected and qualified.

     CHARLES S. LIBERIS.  Mr. Liberis was elected Chairman,  President and Chief
Operating Officer of the Company on July 8, 1999. Since 1992, Mr. Liberis served
as President of CSL Development Corporation,  a private company. CSL Development
Corporation  has been  engaged in general  development  of real estate  property
including  condominiums,  resorts,  golf courses, and casinos. Mr. Liberis was a
founder of Europa Cruises Corporation (NASDAQ - KRUZ),  Pensacola,  Florida, and
served as its  Chief  Executive  Officer  from  1989 to 1992.  Prior to  joining
Europa,  Mr.  Liberis was a practicing  attorney for over twenty years and was a
Senior  Partner in the law firm of  Liberis,  Sauls,  and  Fleming,  P.A.,  with
offices in  Pensacola  and  Tallahassee,  Florida,  and  Atlanta,  Georgia.  His
practice consisted primarily of real estate and corporate reorganization law and
he has had an extensive background in the reorganization of numerous hospitality
operations.  Mr.  Liberis was a founder and served on the Board of Directors and
as General Counsel of Southern National Bankshares,  Atlanta, Georgia, from 1983
to 1985.  Mr.  Liberis  majored in business  and finance and  received his Juris
Doctorate from Stetson  University College of Law in 1977. He is a member of the
American  and Florida Bar  Associations  and the  International  Association  of
Gaming  Attorneys.  Mr. Liberis has previously been found suitable for licensing
by the Mississippi Gaming Commission.

     MICHAEL  GEORGILAS.  Mr. Georgilas was elected to the Board of Directors of
the Company in June 1999.  Since  September  1996,  Mr.  Georgilas has served as
Chairman and Chief Executive  Officer of Mondial Group Inc, Athens,  Greece,  an
international  casino  development  and  management  company.  From July 1993 to
August 1996, he was Vice President of Gaming and Director of Gaming  Development
for ITT/Sheraton Corporation, Boston, Massachusetts.  From June 1992 to December
1992,  he served as Chief  Operating  Officer  of  Europa  Cruises  Corporation,
Pensacola,  Florida.  From 1991 to 1992, he served as Associate  Director of the
Casino and Gaming Management  Division at the University of Nevada in Las Vegas.
From 1986 through 1991, he held various positions with Hilton Corporation having
last served as President and General  Manager of the Flamingo  Hilton Reno.  Mr.
Georgilas  holds a Bachelor  of  Science  Degree in Hotel  Administration  and a
Master of Science Degree in Hotel  Administration from the University of Nevada,
Las Vegas.

     Mr.  Liberis may be deemed to be the  "promoter" of the Company  within the
meaning of the Rules and Regulations under federal securities laws.


                                       10

<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     During the fiscal  year ended  March 31,  2002,  there were no other  known
failures to file a report  required by Section 16(a) of the Securities  Exchange
Act of 1934.


ITEM 10.  EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------

     The following table sets forth  information for all persons who have served
as the chief executive  officer of the Company during the last completed  fiscal
year. No disclosure need be provided for any executive  officer,  other than the
CEO, whose total annual salary and bonus for the last completed  fiscal year did
not exceed $100,000. Accordingly, no other executive officers of the Company are
included in the table.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                <C>          <C>            <C>           <C>         <C>                 <C>           <C>        <C>
                                        ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                             ----------------------------------------- -------------------------------------------
                                                                                  AWARDS                PAYOUTS
                                                                       -----------------------------  ------------
                                                             OTHER       RESTRICTED     SECURITIES                  ALL OTHER
  NAME AND                                                  ANNUAL          STOCK       UNDERLYING                   COMPEN-
  PRINCIPAL                                                COMPENSA       AWARD(S)       OPTIONS/         LTIP       SATION
  POSITION         YEAR       SALARY ($)     BONUS ($)     TION ($)          ($)         SARS (#)       PAYOUTS        ($)
-------------  ------------  ------------  ------------- ------------- --------------- -------------  ------------ -----------
Charles S.         2000         $0.00          $0.00         $0.00       $1,000,000          0             0          $0.00
Liberis,                                                                     (2)<F2>
President          2001         $0.00          $0.00         $0.00          $0.00            0             0          $0.00
(1)<F1>            2002         $0.00          $0.00         $0.00          $0.00            0             0          $0.00
---------------
<FN>
(1)<F1>  Charles S. Liberis was the President of the Company from July 8, 1999
         to present.

(2)<F2>  Mr. Liberis received 1,000,000 shares of restricted common stock for services
         rendered as a consultant, director, and executive officer of the Company
         through July 12, 1999.
</FN>
</TABLE>

     The Company does not have any employment contracts with any of its officers
or directors.  Such persons are employed by the Company on an at will basis, and
the terms and conditions of employment are subject to change by the Company.

STOCK OPTION PLANS

     The Company has no stock option plans.

OPTION GRANTS IN LAST FISCAL YEAR

     There were no options  granted as  executive  compensation  during the past
year.

DIRECTOR COMPENSATION

     No  employees   will  receive   additional   compensation   as   directors.
Non-Employee  directors  will be compensated at the rate of $500 per meeting for
attendance at meetings with the Board of Directors.


                                       11

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------------------------

     The following  table  provides  certain  information as to the officers and
directors  individually  and as a group,  and the holders of more than 5% of the
Common Stock of the Company, as of March 31, 2002:
<TABLE>
<CAPTION>
<S>                                                 <C>                                  <C>
NAME AND ADDRESS OF OWNER                    NUMBER OF SHARES OWNED              PERCENT OF CLASS (1)<F1>

Charles S. Liberis                                  6,000,000                            76.1%
1610 Barrancas Avenue
Pensacola, FL  32501

Michael Georgilas                                    75,000                              1.0%
Ellis 26
N. Erythrea 14671
Athens, Greece

Officers and directors as a group                   6,075,000                            77.0%
  (3 persons)
---------------
<FN>
(1))<F1>  This table is based on 7,889,169 shares of Common Stock outstanding on March 31, 2002.
</FN>
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------------------------------

     On March 5, 1999, the Company entered into an Asset Purchase Agreement with
its controlling shareholder, Imperial Petroleum, Inc. ("Imperial").  Pursuant to
the  Agreement,  Imperial  acquired  all of the  assets and  liabilities  of the
Company. No consideration was exchanged in return for the sale of the assets and
transfer of the liabilities.

     On May 12, 1999, the Company  entered into an Agreement to Exchange  Common
Stock with U.S. Gaming & Leisure Corp.  ("USGL").  USGL is controlled by Charles
S. Liberis,  the President of the Company.  Pursuant to the agreement with USGL,
the Company is to issue  6,000,000 new common shares to shareholders of USGL for
100% of the  outstanding  shares of USGL.  This  transaction  is contingent on a
private  placement of the  Company's  common stock which as of this date has not
been  completed.  At such time as the private  placement  is  completed  and the
exchange of stock is completed,  USGL will become a  wholly-owned  subsidiary of
the Company.

     In  contemplation  of the  Agreement  with USGL,  there was a change in the
Board of  Directors  of the Company on July 8, 1999.  The new board  changed the
Company's business strategy and decided to enter into the casino business.

     On October 1, 1999,  Casino  Padre  Investment  Company LLC entered  into a
Charter  Agreement to charter the vessel,  "MV  Entertainer",  and the equipment
associated therewith,  pursuant to a Charter Agreement (the "Charter Agreement")
with CSL Development Corporation (CSLD). The initial charter period was for five
(5) years  commencing on October 1, 1999. The Charter  Agreement was terminated.
At March 31, 2002, $27,101 was owed to CSLD.

     From May 31, 1999 to March 31, 2002, Charles Liberis,  the President of the
Company,  advanced  to the  Company  a total  of  $118,000.  The  loans  are not
evidenced by promissory notes. There is no fixed date for repayment.  During the
year  ended  March 31,  2002 the  Company  repaid  net  amounts  to Mr.  Liberis
amounting to $43,617. At March 31, 2002, $86,602 was owed to Mr. Liberis.


                                       12

<PAGE>

     The  Company's  administrative  offices are located in 1,996 square feet of
office space in Pensacola,  Florida,  that is owned by Charles S.  Liberis,  the
Company's  Chairman  of the Board of  Directors,  Chief  Executive  Officer  and
principal stockholder. The Company pays no rent for the space.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

     The following exhibits are included with this registration statement:

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                 DOCUMENT

     <S>     <C>
     2.1     Agreement to Exchange Common Stock with U.S. Gaming & Leisure Corp. (1))<F1>
     3.1     Articles of Incorporation, as amended (1))<F1>
     3.2     Bylaws, as amended (1))<F1>
     10.1    Asset Purchase Agreement with Imperial Petroleum, Inc. (1))<F1>
     10.2    Management Contract with Casino Padre Investment Company, LLC (1))<F1>
     10.3    Lilly Belle lease (1))<F1>
     10.4    South Padre Island Sublease and Dockage Agreement (1))<F1>
     10.5    Charter Agreement with CSL Development Corporation (1))<F1>
     21      Subsidiaries of the Registrant (1))<F1>
     ---
<FN>
     (1))<F1>Previously filed as an exhibit to the Company's Registration
             Statement on Form 10-SB dated April 10, 2000 and incorporated
             by reference herein.
</FN>
</TABLE>

     No  reports on Form 8-K were  filed  during the last  quarter of the period
covered by this report.


                                       13

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        SUREBET CASINOS, INC.


Date: July 15, 2002                     By:/S/ CHARLES S. LIBERIS
                                           ------------------------------------


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
<S>                                                  <C>
SIGNATURE AND TITLE                                  DATE

/s/ Charles Liberis                                  July 15, 2002
Chairman of the Board of Directors,
President and Chief Operating Officer
(Principal Executive, Financial and
Accounting Officer)

/s/ Michael Georgilas                                July 15, 2002
Director
</TABLE>


                                       14

<PAGE>
                      SUREBET CASINOS, INC. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                   PAGE

Independent Auditors' Report........................................F-2

Consolidated Balance Sheets as of March 31, 2002 and 2001...........F-3

Consolidated Statements of Operations
         for the Years Ended March 31, 2002 and 2001................F-4

Consolidated Statements of Changes in Stockholders' Deficit
         for the Years Ended March 31, 2002 and 2001................F-5

Consolidated Statements of Cash Flows
         for the Years Ended March 31, 2002 and 2001................F-6

Notes to Consolidated Financial Statements..........................F-7






                                      F-1

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
SureBET Casinos, Inc.

We have audited the accompanying consolidated balance sheets of SureBET Casinos,
Inc. and  subsidiary as of March 31, 2002 and 2001 and the related  consolidated
statements of operations,  changes in  stockholders'  deficit and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of SureBET Casinos,
Inc.  and  subsidiary  as of March  31,  2002 and  2001 and the  results  of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company's significant operating losses and its working
capital  deficit and  stockholders'  deficit raise  substantial  doubt about its
ability to continue as a going concern at March 31, 2002.  Management's plans in
regard to that matter also are described in Note 2. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



                                                         /s/ WHITLEY PENN
                                                         Whitley Penn



Dallas, Texas
July 11, 2002



                                      F-2


<PAGE>

                           SUREBET CASINOS, INC. AND SUBSIDIARY
                                CONSOLIDATED BALANCE SHEETS
                                  March 31, 2002 and 2001

                                     ASSETS
<TABLE>
<CAPTION>
                                                                            2002             2001
                                                                        ------------     ------------
<S>                                                                     <C>              <C>
Current assets:
  Cash                                                                  $       -        $       -
  Receivables                                                                   -             15,630
                                                                        ------------     ------------
    Total current assets                                                        -             15,630
                                                                        ------------     ------------

Other assets:
  Deposit on claim (Note 5)                                                  30,000          140,000
  Deposit on Colorado casino lease (Note 5)                                     -            200,000
                                                                        ------------     ------------
    Total other assets                                                       30,000          340,000
                                                                        ------------     ------------
                                                                        $    30,000      $   355,630
                                                                        ============     ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued liabilities                              $   646,124      $   639,350
  Due to shareholder (Note 6)                                                86,602           77,859
  Due to CSL Development Corporation (Notes 5 and 6)                         27,101           11,762
                                                                        ------------     ------------
    Total current liabilities                                               759,827          728,971
                                                                        ------------     ------------

Commitments and contingencies (Note 5)                                          -                -

Stockholders' deficit:
  Preferred stock, $.01 par value, 500,000 shares authorized,
    none issued and outstanding                                                 -                -
  Common stock, $.001 par value, 50,000,000 shares authorized,
    7,889,169 shares issued and outstanding                                   7,889            7,889
  Additional paid-in capital                                              5,569,866        5,569,866
  Accumulated deficit                                                    (6,307,582)      (5,951,096)
                                                                        ------------     ------------
      Total stockholders' deficit                                          (729,827)        (373,341)
                                                                        ------------     ------------
                                                                        $    30,000      $   355,630
                                                                        ============     ============
</TABLE>



                See notes to consolidated financial statements.
                                       F-3

<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended March 31, 2002 and 2001


<TABLE>
<CAPTION>
                                                                            2002             2001
                                                                        ------------     ------------
<S>                                                                     <C>              <C>
Revenue:
  Casino revenue                                                        $       -        $ 1,417,571
  Ticket sales                                                                  -            208,133
  Food and beverage sales                                                       -            340,917
                                                                        ------------     ------------
    Total revenue                                                               -          1,966,621
                                                                        ------------     ------------

Operating expenses:
  Cost of food and beverage sales                                               -            146,676
  Casino operating costs                                                        -            893,435
  Casino vessel costs                                                           -            594,250
  Sales and marketing                                                           -            131,499
  General and administrative                                                 46,486          458,290
  Write-off of deposit (Note 5)                                             200,000              -
  Legal settlement (Note 5)                                                 110,000              -
  Minority interest in losses                                                   -            (30,000)
                                                                        ------------     ------------

    Total operating expenses                                                356,486        2,194,150
                                                                        ------------     ------------
    Net loss                                                            $  (356,486)     $  (227,529)
                                                                        ============     ============


    Basic net loss per share                                            $     (0.05)     $     (0.03)
                                                                        ============     ============

    Weighted average common shares outstanding                            7,889,169        7,869,324
                                                                        ============     ============
</TABLE>







          See accompanying notes to consolidated financial statements.
                                       F-4

<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) Years
                          Ended March 31, 2002 and 2001


<TABLE>
<CAPTION>

                                                                            Additional
                                               COMMON STOCK                   Paid-in          Accumulated
                                             SHARES           AMOUNT          CAPITAL            DEFICIT            TOTAL
                                            ---------         ------        -----------       ------------       ----------
<S>                                         <C>               <C>           <C>               <C>                <C>
 Balance, March 31, 2000                    7,849,478         $7,849        $5,555,654        $(5,723,567)       $(160,064)
 Adjustment to shares                          39,691             40               (40)                 -                -
 Receipt of cash for subscribed shares              -              -            14,252                  -           14,252
 Net loss                                           -              -                 -           (227,529)        (227,529)
                                            ---------         ------        -----------       ------------       ----------
 Balance, March 31, 2001                    7,889,169          7,889         5,569,866         (5,951,096)        (373,341)
 Net loss                                           -              -                 -           (356,486)        (356,486)
                                            ---------         ------        -----------       ------------       ----------
 Balance, March 31, 2002                    7,889,169         $7,889        $5,569,866        $(6,307,582)       $(729,827)
                                            =========         ======        ===========       ============       ==========
</TABLE>






          See accompanying notes to consolidated financial statements.
                                       F-5

<PAGE>


                      SUREBET CASINOS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                             2002             2001
                                                                          ----------       ----------
<S>                                                                       <C>              <C>
Cash flows from operating activities:
  Net loss                                                                $(356,486)       $(227,529)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation                                                              -             15,072
      Loss on disposition of assets                                             -             98,092
      Minority interest in losses                                               -            (30,000)
      Legal settlement                                                      110,000              -
      Write-off of deposit                                                  200,000              -
      Changes in operating assets and liabilities:
        Accounts receivable                                                  15,630           (9,514)
        Inventory                                                               -              8,715
        Other assets                                                            -                992
        Accounts payable and accrued liabilities                             30,856          362,684
                                                                          ----------       ----------
          Net cash provided by operating activities                             -            218,512
                                                                          ----------       ----------

Cash flows from financing activities:
  Net advances from shareholder                                                 -           (299,441)
  Sale of shares of subsidiary to minority interests                            -             30,000
  Sale of common shares                                                         -             14,252
                                                                          ----------       ----------

          Net cash used in financing activities                                 -           (255,189)
                                                                          ----------       ----------

Net decrease in cash and cash equivalents                                       -            (36,677)

Cash at beginning of year                                                       -             36,677
                                                                          ----------       ----------

Cash at end of year                                                       $     -          $     -
                                                                          ==========       ==========

Supplemental disclosure:
  Total interest paid                                                     $     -          $     -
                                                                          ==========       ==========
</TABLE>







          See accompanying notes to consolidated financial statements.
                                       F-6


<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


1.   DISCONTINUED OPERATIONS, REVERSE MERGER AND BUSINESS OF THE COMPANY

     During the year ended March 31, 1999, SureBET Casinos, Inc. ("the Company")
     had no operating  assets and had been  investigating  the acquisition of an
     operating  business.  The  Company  changed  its name on June 24, 1999 from
     Wexford  Technology,  Incorporated.  In  connection  with an  Agreement  to
     Exchange  Stock with U.S.  Gaming and Leisure Corp.  ("USG&L") (see below),
     the Company entered into an Asset Purchase  Agreement (the  "Agreement") on
     March 5, 1999 with its controlling  shareholder,  Imperial Petroleum,  Inc.
     ("Imperial").  The Agreement  provides that Imperial  would acquire all the
     assets and liabilities of the Company.  No  consideration  was exchanged in
     return for the sale of the net  liabilities of the Company.  As a result of
     the  Agreement,  the Company had no assets or  liabilities  as of March 31,
     1999.

     In connection with the Agreement to Exchange Common Stock with USG&L, dated
     May 12, 1999, which is contingent on a private placement which has not been
     completed,   the  Company  will  issue   6,000,000  new  common  shares  to
     stockholders  of USG&L for 100% of the  outstanding  shares of USG&L.  As a
     result  of the  tax-free  transaction,  USG&L  will  become a wholly  owned
     subsidiary of the Company.  The owners of USG&L obtained  effective control
     of the Company in July 1999 by obtaining  control of the Board of Directors
     of the  Company.  USG&L is  presently in the business of operating a cruise
     ship and, after a private offering to raise additional capital,  intends to
     also enter the gaming business.  The transaction will be accounted for as a
     reverse  acquisition  whereby  USG&L  will  be the  acquiring  company  for
     accounting purposes.

     On June 7,  1999,  there  was a change  in the  Board of  Directors  of the
     Company.  The new board changed the Company's business strategy and decided
     to enter into the casino business. On June 24, 1999, the Company's articles
     of incorporation  were amended to change the name of the Company to SureBET
     Casinos, Inc.

     Under the direction of its new management,  the Company intends to develop,
     acquire,  joint venture,  manage and operate gaming  establishments with an
     initial focus on water-based  gaming, the emerging gaming markets,  and the
     rehabilitation  and  reorganization  of casinos  that are under  performing
     financially.

     On October 1, 1999,  the Company  entered into a Management  Contract  with
     Casino Padre  Investment  Company,  LLC,  ("Casino Padre") a Nevada limited
     liability  company.  Under the terms of the  contract,  the  Company has an
     exclusive agreement to operate the gaming ship


                                      F-7

<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   DISCONTINUED OPERATIONS, REVERSE MERGER AND BUSINESS OF THE COMPANY
     (CONTINUED)

     M/Ventertainer  (name  changed in April  2000 to M/V Casino  Padre) and the
     gaming  operations  located on the ship on behalf of and for the account of
     Casino Padre. On October 27, 1999, the Company acquired 50 membership units
     in Casino Padre in exchange for 5,000,000 shares of the common stock of the
     Company.  Immediately  following the transaction,  the Company owned 83% of
     Casino  Padre.  The shares  were  acquired  from  Charles S.  Liberis,  the
     President of the Company. Casino Padre was formed on September 14, 1999 and
     at the time of the acquisition,  was still in a developmental stage. Casino
     Padre commenced  operations on November 18, 1999. As of March 31, 2002, the
     Company  owns 74% of  Casino  Padre.  Casino  Padre  ceased  operations  on
     November 6, 2000.

     The  acquisition  has  been  accounted  for  in a  manner  similar  to  the
     pooling-of-interests  method  due to  Charles  L.  Liberis'  control of the
     respective  companies.  Accordingly,  the  Company  has  presented,  in the
     accompanying  consolidated  financial  statements,  the  combination of the
     companies as if the  acquisition  had  occurred at the  inception of Casino
     Padre  in  September  1999.  Casino  Padre's  assets  and  liabilities  are
     presented on a historical basis with no adjustment for the acquisition.

     On December 20, 1999, the Company entered into an agreement with Black Hawk
     Hotel Corporation,  an unaffiliated  entity, to lease Lilly Belle's Casino,
     an existing casino facility  located in Black Hawk,  Colorado.  Pursuant to
     terms of the lease, the Company has an option to purchase the premises. The
     lease is contingent on the Company  receiving  approval for the transaction
     and issuance of regulatory  licenses from the Colorado  Gaming  Commission.
     The Company's application with the Colorado Gaming Commission was withdrawn
     effective August 7, 2001.

     The Company is  currently  considered  a "public  shell"  corporation  with
     nominal  business  operations  and is in the  process of  searching  for an
     operating business with which to negotiate a "reverse merger."

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The Company's financial statements have been presented on the basis that it
     is a going concern,  which  contemplates  the realization of assets and the
     satisfaction of liabilities in the normal course of business.


                                      F-8

<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     BASIS OF PRESENTATION (CONTINUED)

     The Company has  suffered  continuing  net losses from  operations  and its
     working capital deficit and  stockholders'  deficit raise substantial doubt
     about its ability to continue as a going  concern as of March 31, 2002.  As
     explained in Note 1, without a merger  partner or  acquisition of operating
     assets, the Company has nominal  operations.  The Company is dependant on a
     merger partner or raising  additional funds in order to provide capital for
     the Company to continue as a going concern. The financial statements do not
     include  any  adjustments  that  might  result  from  the  outcome  of this
     uncertainty

     The  Company  believes  that it will be able to  raise  additional  capital
     through  debt and equity  financing,  along  with loans from its  principal
     shareholders,  which  will be  sufficient  to meet  the  Company's  current
     working capital needs for at least the next twelve months.  However,  there
     can be no  assurance  that the  Company  will be able to  raise  additional
     capital or take  advantage of any expansion  opportunities  that may become
     available.  There  can be no  assurance  that  additional  capital  will be
     available at all, at an  acceptable  cost,  or on a basis that is timely to
     allow the Company to finance any further business opportunities.

     STATEMENT OF CASH FLOWS

     For  statement  of cash flow  purposes,  the Company  considers  short-term
     investments,  with an original  maturity of three months or less to be cash
     equivalents.

     USE OF ESTIMATES AND ASSUMPTIONS

     Preparation  of the  Company's  financial  statements  in  conformity  with
     accounting  principles  generally  accepted in the United States of America
     requires  management to make estimates and assumptions  that affect certain
     reported amounts and disclosures.  Accordingly, actual results could differ
     from those estimates.

     PRINCIPLES OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
     and its subsidiary.  All significant intercompany balances and transactions
     are eliminated in consolidation.


                                      F-9

<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting  Standards  ("SFAS") No. 109,  "Accounting for Income
     Taxes." SFAS No. 109 utilizes the asset and  liability  method of computing
     deferred income taxes.  The objective of the asset and liability  method is
     to  establish  deferred  tax  assets  and  liabilities  for  the  temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  assets and  liabilities  at enacted tax rates  expected to be in
     effect when such amounts are realized or settled.

     NET LOSS PER COMMON SHARE

     The Company  follows the  provisions  of SFAS No. 128,  Earnings Per Share.
     SFAS No. 128 provides a different method of calculating  earnings per share
     than was  formerly  used in APB Opinion 15. SFAS No. 128  provides  for the
     calculation  of basic and diluted  earnings per share.  Basic  earnings per
     share includes no dilution and is computed by dividing income  available to
     common  stockholders  by the  weighted  average  number  of  common  shares
     outstanding  for the  period.  Dilutive  earnings  per share  reflects  the
     potential  dilution of  securities  that could share in the earnings of the
     Company.  Because the Company has no dilutive securities,  the accompanying
     presentation is only of basic loss per share.

3.   INCOME TAXES

     At March  31,  2002,  the  Company  had net  operating  loss  carryforwards
     totaling approximately $6,220,000 available to reduce future taxable income
     through  the year 2014.  Due to changes  in control of the  Company,  these
     carryforwards are generally limited on an annual basis.

     Deferred taxes are determined  based on temporary  differences  between the
     financial  statement  and  income tax basis of assets  and  liabilities  as
     measured  by the  enacted  tax rates  which  will be in effect  when  these
     differences reverse.

     Deferred tax assets are comprised of the following:
<TABLE>
<CAPTION>

                                                         March 31,
                                                   2002            2001
<S>                                            <C>             <C>
     Net operating loss carryforwards          $ 2,114.800     $ 2,108,000
       Valuation allowance                      (2,114,800)     (2,108,000)
                                               ------------    ------------
         Net deferred tax asset                $      --       $      --
                                               ============    ============
</TABLE>

     The Company has recorded a full  valuation  allowance  against all deferred
     tax assets  because it could not determine  whether it was more likely than
     not that the deferred tax asset would be realized.



                                      F-10

<PAGE>
                      SUREBET CASINOS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.   COMMON STOCK

     At March 31, 2000,  the Company issued 200,000 shares valued at $200,000 as
     a deposit for a lease on a casino in Colorado (see Note 5).

     In February 2000, the Company entered into subscription agreements with two
     individuals for the purchase of an aggregate of 1,000,000 units  consisting
     of one  share of common  stock and one  warrant  to  purchase  one share of
     common  stock at $.687 per share for a period of five years.  The  purchase
     price of the  units is $.6525  per  share.  The  individuals  purchased  an
     aggregate  of 59,428  units in March 2000;  therefore,  there exist  59,428
     warrants to purchase common shares outstanding at March 31, 2002

5.   CONTINGENT LIABILITIES

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  following   disclosure  of  the  estimated  fair  value  of  financial
     instruments is made in accordance  with the  requirements  of SFAS No. 107,
     Disclosures about Fair Value of Financial  Instruments.  The estimated fair
     value amounts have been determined by the Company,  using available  market
     information and appropriate valuation methodologies.

     The fair value of financial  instruments  classified as current liabilities
     including accounts payable, due to shareholder,  and due to CSL Development
     Corporation  (see Note 6) approximate  carrying value due to the short-term
     maturity of the instruments.

     LITIGATION

     In March 2000,  Newpark  Shipbuilding - Pasadena,  Inc.  ("Newpark")  filed
     lawsuit against the Company seeking approximately  $140,000 for repair work
     on the M/V Casino Padre.  The Company  disputes the amount of the claim and
     has posted a bond in the amount of $140,000 and have counterclaimed against
     Newpark for deceptive trade practices, damages for improper workmanship and
     damages for delays caused by Newpark.  The Company is vigorously  defending
     itself  in  this  matter;  however,  the  Company  recognized  $110,000  as
     settlement  expense and anticipates  that it will be refunded the remaining
     $30,000.

     DEPOSIT ON CASINO LEASE

     As explained in Note 4, the Company has issued 200,000 common shares valued
     at $200,000 as a deposit on the lease of a casino in Black Hawk,  Colorado.
     The lease was a five-year  lease for  $30,000 per month and would  commence
     the earlier of October 1, 2000 or the  issuance of a gaming  license by the
     Colorado Gaming Commission. The casino has filed for bankruptcy. The common
     shares  that were  issued  are  being  held in escrow  and the  Company  is
     currently in negotiations to receive the shares back; however,  due to this
     uncertainty,  the deposit has been written-off  during the year ended March
     31, 2002.


                                      F-11

<PAGE>
                      SUREBET CASINOS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.   CONTINGENT LIABILITIES (CONTINUED)

     Lease Commitments

     The vessel  charter  expense  amounted to $250,000 for the year ended March
     31,  2001 (see  Note 6).  The lease of the  vessel  berth  (month-to-month)
     amounted to $60,000 for the year ended March 31, 2001.

6.   RELATED PARTY TRANSACTIONS

     The payable to a principal  shareholder included accrued interest at a rate
     of 12% annually. The Company also owed CSL Development Corporation for past
     due charter payments,  payment of other operating  expenses and for accrued
     interest at 12% annually.  Mr. Liberis is also president of CSL Development
     Corporation.

                                      F-12