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


                                   FORM 10-KSB

(Mark One)
[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2001

[ ]      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 to be registered under Section 12(b) of the Act: NONE

           Securities to be 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 /  / No /x/

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, 2001:$1,966,621

Aggregate market value of the registrant's  common stock held by  non-affiliates
as of July 16, 2001: APPROXIMATELY  $18,142

Number of shares of the registrant's  common stock outstanding:  7,889,169 as of
July 16, 2001.

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.


                                        2


<PAGE>


       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 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, 2001,  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 is still pending.


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 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


                                        3


<PAGE>


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.  Black Hawk operated
approximately  51% of the gaming devices and generated  67.6% of gaming revenues
for these three cities  during the year ended  December 31, 1999. As of December
31, 1999, there were 19 casinos operating in Black Hawk.

       COMPETITION.  There are  presently  20 casinos  operating  in Black Hawk,
Colorado.  In addition,  there are 9 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  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.


                                        4


<PAGE>


       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.  The  parties are  negotiating  in good faith to
reinstate the lease.

       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 16, 2001, the Company employed  approximately 3 employees.  Of
the Company's 3 employees,  2 are executive  and  management  personnel and 1 is
engaged primarily in administrative  positions.  None of the Company's employees
is a party to a  collective  bargaining  agreement.  The Company  considers  its
employee relations to be generally satisfactory.

       The Company's  continued  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, under a month-to-month lease with Charles S.
Liberis,  the  Company's  Chairman of the Board of  Directors,  Chief  Executive
Officer  and  principal  stockholder.  The lease  provides  for  monthly  rental
payments of $1,663 which the Company  believes are competitive  with rents which
could have been obtained from  unrelated  third  parties for  comparable  office
space.

       The Company leased the following  locations for its operations during the
fiscal year ended March 31, 2001:

<TABLE>
<CAPTION>

                         LOCATION                                                 LEASE TERM
<S>                                                        <C>
301 Gregory Street                                         5 years commencing the earlier of October 1,
Black Hawk, Colorado                                       2000 or the issuance of a gaming license by
Lease of Lilly Belle's Casino                              the Colorado Gaming Commission.  Thereafter,
                                                           3 additional terms of 5 years each.
</TABLE>





                                        5


<PAGE>


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

       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.

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, 2001.



                                        6


<PAGE>



                                     PART II

ITEM 5.  MARKET PRICE 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.


FISCAL QUARTER ENDED                               HIGH BID     LOW BID

June 30, 1999.................................       $0.06       $0.06
September 30, 1999............................       $1.38       $0.75
December 31, 1999.............................       $2.00       $0.13
March 31, 2000................................       $2.00       $0.63
June 30, 2000.................................       $ .68       $ .37
September 30, 2000............................         -           -
December 31, 2000.............................         -           -
March 31, 2001................................         -           -

       As of March 31,  2001  there were 290  record  holders  of the  Company's
Common  Stock.  On July 16, 2001 there were 292 record  holders of the Company's
Common  Stock.  The date of the last  trade was June 7, 2001 at a price of $.01.
Since the  Company's  inception,  no cash  dividends  have been  declared on the
Company's Common Stock.

       In May 2000,  $9,585 was received  from David  Brannen and $4,667 from GW
Sports Promoting. These amounts were for shares subscribed during the year ended
March 31, 2000.  These sales and  issuances of securities  and the  transactions
were deemed to be exempt of  registration  under the Securities Act by virtue of
Section 4(2).  Appropriate  legends were affixed to stock certificates issued in
the above  transactions.  The  securities  were  offered and sold by the Company
without any underwriters.  All of the purchasers were deemed to be sophisticated
with respect to the  investment and securities of the Company by virtue of their
financial  condition  and/or  relationship  to members of the  management of the
Company.

       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



                                        7


<PAGE>


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 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. For
the  fiscal  year  ended  March  31,  1999,  the  Company  recognized  a gain of
$1,561,127  on the  transfer  of the  liabilities,  resulting  in net  income of
$1,201,414 for the period.

       Accordingly,  as a result of the Company's liquidation and abandonment of
its assets and  liabilities to a "shell"  status,  the Company has accounted for
its former operations as discontinued for all periods presented.

       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. For the year ending
March 31, 2001,  the Company  incurred a net loss of $227,529.  The net loss for
the previous fiscal year was $1,154,563.

       For the year  ending  March  31,  2001,  revenues  from  operations  were
$1,966,621  while  cost of 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. For the previous fiscal year, sales were $447,968,  with cost of sales of
$46,225 and operating expenses of $1,556,307.


                                        8


<PAGE>


       General and  administrative  expenses for the year ending March 31, 2001,
totaled  $458,290.  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,  2001,  the  Company  had a working  capital  deficiency  of
$713,341, as compared to a deficiency of $614,220 at March 31, 2000. The Company
does not  believe  that it will be able to meet its normal  operating  costs and
expenses from  management fees and cash flow of Casino Padre as Company does not
presently have any operations.

       The Company has been dependent upon loans from its principal  shareholder
and  President,  Charles  Liberis.  From May 31,  1999 to August 20,  2000,  Mr.
Liberis  advanced  $118,000  to the  Company.  The  loans are not  evidenced  by
promissory notes and there is no fixed date for repayment. During the year ended
March 31, 2001, the Company  repaid a net amount of $43,614.  At March 31, 2001,
$77,859 was owed to Mr. Liberis.

       In  addition,  at March 31,  2001,  $11,762  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, 2001, 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,  2001 and the
working capital deficit and stockholders' deficit existing as of March 31, 2001.
The Company must raise additional capital 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.


                                       9


<PAGE>


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.







                                        10

<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>

NAME                         AGE              POSITION

<S>                          <C>              <C>
Charles S. Liberis           59               Chairman of the Board of Directors, President, Chief
                                              Operating Officer

Michael Georgilas            47               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.



                                       11


<PAGE>



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During the fiscal year ended March 31, 2001, Messrs. Liberis and Georgilas filed
their  reports  on  Form  3  (Initial  Statement  of  Beneficial   Ownership  of
Securities)  on a timely  basis.  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.
<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE


                                        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        ($)
-------------  ------------  ------------  ------------- ------------- --------------- -------------  ------------ -----------
<S>                <C>          <C>            <C>           <C>         <C>                 <C>           <C>        <C>
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             0          $0.00
(1)<F1>


---------------
<FN>
(1)<F1>  Charles S. Liberis was the President of the Company from July 8, 1999 to present.
(2)<F2>  Mr. Liberis received no cash compensation or other benefits for the fiscal year ended March 31, 2001.  Mr. Liberis
         received 1,000,000 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.


                                       12


<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, 2001:
<TABLE>
<CAPTION>

NAME AND ADDRESS OF OWNER                               NUMBER OF SHARES OWNED              PERCENT OF CLASS (1)<F1>

<S>                                                            <C>                                  <C>
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, 2001.
</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, 2001, $11,762 was owed to CSLD.

       From May 31, 1999 to March 31, 2001,  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,  2001,  the  Company  repaid net  amounts to Mr.  Liberis
amounting to $43,617. At March 31, 2001, $77,859 was owed to Mr. Liberis.


                                       13


<PAGE>


       The Company's  administrative offices are located in 1,996 square feet of
office space in Pensacola, Florida, under a month-to-month lease with Charles S.
Liberis,  the  Company's  Chairman of the Board of  Directors,  Chief  Executive
Officer  and  principal  stockholder.  The lease  provides  for  monthly  rental
payments of $1,663 which the Company  believes are competitive  with rents which
could have been obtained from  unrelated  third  parties for  comparable  office
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>



                                       14

<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 16, 2001                     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.

SIGNATURE AND TITLE                                  DATE


/s/ Charles Liberis                                  July 16, 2001
Chairman of the Board of Directors,
President and Chief Operating Officer
(Principal Executive, Financial
and Accounting Officer)

/s/ Michael Georgilas                                July 16, 2001
Director


                                       15

<PAGE>
                      SUREBET CASINOS, INC. AND SUBSIDIARY

                   Index To Consolidated Financial Statements
<TABLE>
<CAPTION>

                                                                            Page

<S>                                                                           <C>
Independent Auditors' Report................................................F-2

Consolidated Balance Sheets as of March 31, 2001 and 2000...................F-3

Consolidated Statements of Operations
         for the Years Ended March 31, 2001 and 2000........................F-4

Consolidated Statements of Changes in Stockholders' Equity (Deficit)
         for the Years Ended March 31, 2001 and 2000........................F-5

Consolidated Statements of Cash Flows
         for the Years Ended March 31, 2001 and 2000........................F-6

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

</TABLE>







                                      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, 2001 and 2000, and the related consolidated
statements of operations, changes in stockholders' equity (deficit) and cash
flows. 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 audit 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, 2001 and 2000, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 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. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                            /s/ JACKSON & RHODES P.C.


                              Jackson & Rhodes P.C.



Dallas, Texas
July 10, 2001



                                      F-2
<PAGE>



                      SUREBET CASINOS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             March 31, 2001 and 2000

<TABLE>
<CAPTION>

                                     ASSETS
                                                                                       2001                2000
                                                                                   ------------        ------------
<S>                                                                                <C>                 <C>
 Current assets:
       Cash                                                                        $        -          $    36,677
       Receivables                                                                      15,630               6,116
       Inventory                                                                            -                8,715
                                                                                   ------------        ------------
            Total current assets                                                        15,630              51,508

 Furniture, leasehold improvements and equipment:
       Furniture and equipment                                                              -               37,252
       Leasehold improvements                                                               -               88,460
                                                                                   ------------        ------------
                                                                                            -              125,712
       Accumulated depreciation                                                             -              (12,548)
                                                                                   ------------        ------------
            Net furniture and equipment                                                     -              113,164
                                                                                   ------------        ------------
 Other assets:
       Deposit on claim (Note 5)                                                       140,000             140,000
       Deposit on Colorado casino lease (Note 5)                                       200,000             200,000
       Other                                                                                -                  992
                                                                                   ------------        ------------
            Total other assets                                                         340,000             340,992
                                                                                   ------------        ------------
                                                                                   $   355,630         $   505,664
                                                                                   ============        ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:
       Accounts payable and accrued liabilities                                    $   639,350         $   276,666
       Due to shareholder (Note 6)                                                      77,859             121,473
       Due to CSL Development Corporation (Notes 5 and 6)                               11,762             267,589
                                                                                   ------------        ------------
                  Total current liabilities                                            728,971             665,728
                                                                                   ------------        ------------
 Commitments and contingencies (Note 5)                                                     -                   -

 Stockholders' equity (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 and 7,849,478 shares issued and outstanding                        7,889               7,849
       Additional paid-in capital                                                    5,569,866           5,555,654
       Accumulated deficit                                                          (5,951,096)         (5,723,567)
                                                                                   ------------        ------------
            Total stockholders' equity (deficit)                                      (373,341)           (160,064)
                                                                                   ------------        ------------
                                                                                   $   355,630         $   505,664
                                                                                   ============        ============
</TABLE>
                 See notes to consolidated financial statements.
                                       F-3

<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>


<S>                                                                                <C>                 <C>
                                                                                       2001                2000
                                                                                   ------------        ------------
 Revenue:
       Casino revenue                                                              $ 1,417,571         $   314,208
       Ticket sales                                                                    208,133              76,376
       Food and beverage sales                                                         340,917              57,384
                                                                                   ------------        ------------
            Total revenue                                                            1,966,621             447,968
                                                                                   ------------        ------------
 Operating expenses:
       Cost of food and beverage sales                                                 146,676              46,225
       Casino operating costs                                                          893,435             357,891
       Casino vessel costs                                                             594,250             578,016
       Start-up costs                                                                       -             290,565
       Sales and marketing                                                             131,499             102,076
       General and administrative                                                      458,290             517,759
       Minority interest in losses                                                     (30,000)           (290,000)
                                                                                   ------------        ------------
            Total operating expenses                                                 2,194,150           1,602,532
                                                                                   ------------        ------------
            Net income (loss)                                                      $  (227,529)        $(1,154,564)
                                                                                   ============        ============

            Basic net loss per share                                               $     (0.03)        $     (0.28)
                                                                                   ============        ============

            Weighted average common shares outstanding                               7,869,324           4,162,123
                                                                                   ============        ============
</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, 2001 and 2000

<TABLE>
<CAPTION>

                                                                                  Additional
                                                  Common Stock                      Paid-in       Accumulated
                                                     Shares          Amount         Capital         Deficit            Total
                                                   ----------       --------      -----------     ------------      -----------

<S>                                                <C>              <C>           <C>             <C>              <C>
 Balance March 31, 1999                            1,040,050        $ 1,040       $4,567,963      $(4,569,003)     $         -
 Common stock issued for cash                        184,428            184          151,816                -          152,000
 Common stock issued for services rendered         1,425,000          1,425          141,075                -          142,500
 Common stock issued for Casino Padre, Inc.        5,000,000          5,000          495,000                -          500,000
 Common stock issued for deposit on lease            200,000            200          199,800                -          200,000
 Net loss                                                  -              -                -       (1,154,564)      (1,154,564)
                                                   ----------       --------      -----------     ------------     ------------

 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)
                                                   ==========       ========      ===========     ============     ============


</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, 2001 and 2000


<TABLE>
<CAPTION>

                                                                                       2001                2000
                                                                                   ------------        ------------
<S>                                                                                <C>                 <C>
Cash flows from operating activities:
       Net income (loss)                                                           $  (227,529)        $(1,154,564)
       Adjustments to reconcile net loss to net cash
            used in operating activities:
                Depreciation                                                            15,072              12,548
                Loss on disposition of assets                                           98,092                  -
                Shares issued for services                                                  -              142,500
                Minority interest in losses                                            (30,000)           (290,000)
                Changes in operating assets and liabilities:
                      Accounts receivable                                               (9,514)             (6,116)
                      Inventory                                                          8,715              (8,715)
                      Other assets                                                         992            (120,742)
                      Accounts payable and accrued liabilities                         362,684             526,666
                                                                                   ------------        ------------
                          Net cash used in operating activities                        218,512            (898,423)

Cash flows from investing activities:
       Purchase of furniture and equipment                                                  -             (125,712)
                                                                                   ------------        ------------
Cash flows from financing activities:
       Net advances from shareholder                                                  (299,441)            118,812
       Sale of shares of subsidiary to minority interests                               30,000             290,000
       Sale of common shares                                                            14,252             652,000
                                                                                   ------------        ------------
                          Net cash provided by financing activities                   (255,189)          1,060,812

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

Cash at beginning of year                                                               36,677                  -
                                                                                   ------------        ------------
Cash at end of year                                                                $        -          $    36,677
                                                                                   ============        ============

Supplemental disclosure:
       Total interest paid                                                         $        -          $        -
                                                                                   ============        ============

</TABLE>
Noncash transactions:
        During the year ended March 31, 2000, the Company issued 200,000 common
             shares for a deposit on a casino in Colorado.



          See accompanying notes to consolidated financial statements.


                                       F-6


<PAGE>


                      SUREBET CASINOS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000


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
       has 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
       underperforming 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, 2000, the Company owns 61% 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. As of this date, the Company has not received approval
       from the Colorado Gaming Commission.  Even if approval is received, there
       is no  assurance  that the  Company  can raise the  capital  required  to
       commence operations.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       GOING CONCERN

       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.  The
       financial  statements  do not include any  adjustments  that might result
       from the outcome of this uncertainty. The Company is reporting a net loss
       of $227,529 and  $1,154,564 for the years ended March 31,  2001 and 2000,
       respectively,  and  has a  working  capital  deficit  of  $713,341  and a
       stockholders'  deficit of  $373,341  at that  date.  The  following  is a
       summary of  management's  plan to raise  capital and generate  additional
       operating funds.

       As explained in Note 4, the Company has raised approximately  $750,000 in
       cash in the  last  two  years by the  sale of  common  shares,  including
       $500,000 in Casino Padre. The Company continually explores the raising of
       additional  capital through such means. The Company


                                      F-8


<PAGE>


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


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       GOING CONCERN (CONTINUED)

       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.

       DISCONTINUED OPERATIONS

       See  Note 1  regarding  the  accounting  for  the  discontinued  business
       operations of the Company.

       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 when
       purchased, to be cash equivalents.

       USE OF ESTIMATES AND ASSUMPTIONS

       Preparation  of the Company's  financial  statements  in conformity  with
       generally  accepted  accounting  principles  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.

       INCOME TAXES

       The Company  accounts for income taxes in  accordance  with  Statement of
       Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes"
       ("SFAS  109").  SFAS 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.


                                      F-9


<PAGE>

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


 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       NET LOSS PER COMMON SHARE AND REVERSE STOCK SPLIT

       In March 1997, the Financial  Accounting Standards Board issued Statement
       of  Financial  Accounting  Standards  No. 128,  Earnings Per Share ("SFAS
       128").  SFAS 128 provides a different method of calculating  earnings per
       share than was formerly used in APB Opinion 15. SFAS 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 potential dilutive  securities,  the
       accompanying  presentation is only of basic loss per share. All share and
       per share  amounts in the  accompanying  financial  statements  have been
       retroactively  restated as a result for a 1-for-6  reverse stock split on
       May 3, 1999.

       FURNITURE, LEASEHOLD IMPROVEMENTS AND EQUIPMENT

       Furniture,  leasehold improvements and equipment are stated at cost. Cost
       of property  renewals and betterments are  capitalized;  cost of property
       maintenance and repairs are charged against operations as incurred.

       Depreciation  is  computed  using  the  straight-line   method  over  the
       estimated useful lives of the assets of five years.

3.     INCOME TAXES

       At March  31,  2001 the  Company  had net  operating  loss  carryforwards
       totaling  approximately  $6,200,000  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:


                                                          March 31,
                                                    2001            2000
                                                ------------    ------------

       Net operating loss carryforwards         $ 2,108,000     $ 2,040,000
         Valuation allowance                     (2,108,000)     (2,040,000)
                                                ------------    ------------
           Net deferred tax asset               $       -       $       -
                                                ------------    ------------




                                      F-10


<PAGE>

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


3.     INCOME TAXES (CONTINUED)

       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.

4.     COMMON STOCK

       During the year ended March 31, 2001,  Casino Padre sold 30,000 units for
       $30,000.

       During the year ended March 31, 2000, the Company issued 1,425,000 shares
       of common stock to officers and  directors  for  services  rendered.  The
       shares were valued at $.10 per share,  based on the restrictions and lack
       of liquidity of the stock and the value of shares issued for Casino Padre
       (see below).

       During the year ended March 31, 2000, the Company issued 5,000,000 shares
       of common  stock for 50 units of Casino  Padre  (see Note 1).  The shares
       were valued at the historical cost of the Company's  ownership of the net
       assets of Casino Padre,  as explained in Note 1. This $500,000  ($.10 per
       share)  represented the $500,000 invested by Charles S. Liberis in Casino
       Padre at its inception.

       During the year ended March 31, 2000,  the Company  issued 184,428 shares
       of common stock for cash of $152,000.

       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 in 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,
       2001.

       Fair value for the stock  underlying  stock warrants was determined using
       information  available from other stock sale  transactions at or near the
       grant date. In management's  opinion,  these transactions between willing
       parties included the best  information  available at the time of warrants
       to estimate the market value of the warrants. These fair values were used
       to determine the compensatory  components of the stock warrants  granted.
       Using the fair value method, the


                                      F-11

<PAGE>

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


4.     COMMON STOCK (CONTINUED)

       fair value of each  warrant is  estimated  on the date of grant using the
       Black-Scholes  option  pricing model with the following  weighted-average
       assumptions  used for  grants  in 2000:  dividend  yield of 0.0  percent;
       expected  volatility  of zero percent;  risk free  interest  rates of 5.5
       percent;   expected  lives  of  two  years.   The  Company   recorded  no
       compensation  expense  during the periods  under FASB  Statement  123 for
       warrants  issued to  non-employees  because the value of the warrants was
       nominal.

5.     CONTINGENT LIABILITIES

       CONCENTRATION OF CREDIT RISK

       The Company  invests its cash and  certificates  of deposit  primarily in
       deposits with major banks.  Certain deposits,  at times, are in excess of
       federally insured limits.  The Company has not incurred losses related to
       its cash.

       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  have  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 and believes that
       damages assessed, if any, will not be material to the Company's financial
       position or statement of operations.

       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 is a five-year lease for $30,000 per month which will
       commence  the  earlier  of October  1, 2000 or the  issuance  of a gaming
       license by the Colorado Gaming Commission. Thereafter, the Company has an
       option for three additional  five-year  terms.

       Following  is a  summary  of the  minimum  lease  payments  for the above
       operating leases:

                 Year Ending March 31:
                         2001                          $1,680,000
                         2002                           1,110,000
                         2003                             360,000
                         2004                             360,000
                         2005                             360,000
                      Thereafter                          540,000


                                      F-12


<PAGE>

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


5. CONTINGENT  LIABILITIES (CONTINUED)

       LITIGATION (CONTINUED)

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

       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 assets or
       liabilities  including  cash and cash  equivalents  and accounts  payable
       approximate  carrying  value  due  to  the  short-term  maturity  of  the
       instruments.


6.     RELATED PARTY TRANSACTIONS

       The Company has acquired Casino Padre from CSL (see Note 5).

       The  Company's  principal  shareholder  has loaned the  Company  funds of
       approximately  $118,000  during the year ended  March 31, 2000 and repaid
       net amounts owed to the principal  shareholder  amounting to $43,614. The
       Company  also owed  $250,000 to CSL for past due  charter  payments as of
       March 31, 2000.  These payables include interest accrued at 12% per year.
       The Company has paid the past due charter payments as of March 31, 2001.


                                      F-13