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, 2000

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

                              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, 2000: $447,968

Aggregate market value of the registrant's  common stock held by  non-affiliates
as of August 21, 2000: approximately $4,238,718.

Number of shares of the registrant's  common stock outstanding:  7,849,478 as of
August 21, 2000



<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 and therefore, should be considered a development stage
company.  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 "DICE". The Company's  subsidiary is Casino Padre Investment Company,
LLC.

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 has 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  29,  2000,  the  Company  owns 74% of the  LLC.  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.

M/V ENTERTAINER (TEXAS) OPERATIONS

         The Company  operates the M/V  Entertainer as a casino boat  conducting
day and evening cruises of approximately six hours each from South Padre Island,
Texas. In addition to casino  operations,  the cruises feature a variety of ship
board activities including sightseeing, live music, and other entertainment. The
Company markets its cruises and conducts its casino  operations in international
waters in such a manner as to comply with applicable  Federal and State laws and
regulations.

         CASINO  VESSEL.  The M/V  Entertainer  was  built in  January  1965 and
underwent  a major  conversion  and  refit in 1994 into a day  cruise  vessel at
Bender  Shipbuilding  and  Repair  Yard  in  Mobile,  Alabama,  and  is  a  U.S.
registered,  American flagged vessel.  The vessel is 202 feet haul length,  36.6
foot beam,  and over 473 gross tons. The vessel has a capacity of 400 passengers
which may be increased to 600 by the addition of certain  lifesaving  equipment.
The vessel has over 350 gaming positions including craps,  roulette,  blackjack,
Caribbean  stud,  slot  machines,  video poker,  and keno. The vessel also has a
150-seat restaurant,  kitchen, gift shop,  entertainment areas and bars. The M/V
Entertainer  is  chartered  from  CSL  Development  Corporation,  an  affiliated
company. See Item 12. Certain Relationships and Related Transactions.

         The Company charters 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 is for
five (5) years commencing on October 1, 1999. Under the Charter  Agreement,  the
Company  makes  monthly  charter  payments in the amount of $125,000  per month.
During the  charter  period,  the Company  shall have an option to purchase  the
vessel at a price of  $6,000,000.  The Company is required,  at its expense,  to
obtain and maintain at all times during the charter period adequate insurance on
the vessel. The Company assumes (1) all risk of liability for the vessel and for
its use and operations,  and is required to indemnify the Owner from and against
any  claim,  penalty,  damage  or  liability  resulting  therefrom;  and (2) all
obligations  with  respect  to the  maintenance,  repair and  inspection  of the
vessel. CSLD has agreed to waive the Charter payments for the months of October,
and November  and  December  1999  ($375,000)  as well as the  security  deposit
required under the Charter Agreement ($200,000) and in return, CSLD will receive
50% of net  operating  income once the  investors  have  received  100% of their
capital.  CSLD will have a 50%  interest in working  capital  and  undistributed
income.  CSLD is owned by The Liberis Charitable  Settlement Trust ("the Liberis
Trust").  The  Liberis  Trust was  established  in 1994 by  Charles  S.  Liberis


                                        3


<PAGE>



("Liberis")  as  Grantor.  The  Company  believes  that the terms of the Charter
Agreement  are  competitive  with  terms  that  could  have been  obtained  from
unrelated third parties for a comparable vessel.

         SOUTH PADRE ISLAND  SUBLEASE AND DOCKAGE.  The Company  leases a berth,
office  space and parking on South Padre  Island,  Texas,  from an  unaffiliated
third party.  The Sublease  and Dockage  Agreement  was entered into on June 23,
1999, for an initial term of five years and assigned to Casino Padre  Investment
Company  LLC on October 11,  1999.  The Company has an option to renew the lease
for two  additional  terms of five years each.  Under the  Sublease  and Dockage
Agreement, the Company is responsible for all taxes,  improvements,  repairs and
maintenance,  and payment of utilities related to the dock space. The Company is
also required to indemnify the sublessor from all claims, liabilities,  loss and
damages  against the sublessor  occurring on the premises,  vessel or in any way
related to the Company's business. The Company operates a portside ticketing and
administrative  holding area referred to as the portside facility.  The portside
facility  consists of  approximately  800 square  feet and  includes a ticketing
area,  gift shop,  coat check,  public  restrooms  and  waiting  area for casino
cruises, as well as several small offices and a player development booth.

         COMPETITION.   At  the  present  time,  the  Company's  vessel  has  no
competition  in the immediate  market area. A competing  vessel,  the Casino Del
Mar,  operated in the market from Port  Isabel,  Texas,  from October 1999 until
February 2000.  Competition  was fierce and the Company's  vessel  operated at a
loss.

         There are  approximately  28  casino  boats  operating  on the Gulf and
Atlantic  Coasts;  one or more of them could reposition to the South Padre area.
All of the competing  firms offer casino  cruises,  with published fares ranging
from $0 to $39.95. These fares vary due to competitive pressures.

         Many of the  competing  firms offer free  cruises or  minimally  priced
cruises.  Should a competing vessel move to the South Padre area, it could force
the Company to adjust its fares and to offer free cruises to remain competitive.
Any increase in  competition  would have an adverse impact on operations and the
Company's financial position.

         In addition to competition in the casino cruise  industry,  the Company
competes with a variety of other  activities in its market area.  These include,
but  are not  limited  to,  parimutuel   betting,  short-term   cruises,  resort
attractions, various sports activities and other recreational activities.

         WEATHER AND SEASONAL FLUCTUATIONS.  The business of the Company suffers
as a direct result of inclement  weather.  Inclement weather has a direct effect
on the  number of  cruises  conducted  and on  passenger  counts.  In  addition,
passenger counts are reduced  immediately before and immediately after inclement
weather  conditions.  The  business of the  Company is also  subject to seasonal
fluctuations.  Since  commencing  operations,  weather  conditions have severely
affected the Company's operations and revenues causing a cancellation in cruises
from November 1, 1999 to August 20, 2000 at a rate of 27% of scheduled cruises.

         MARKETING AND  PROMOTION.  The Company does not have  sufficient  funds
with which to  advertise,  market and promote  its cruises  through a mass media
campaign. The Company focuses its marketing efforts on its repeat customers, the
local population and tourists.  The Company tries to attract  customers from the
local  population  within a 70-mile radius to survive the seasonal  fluctuations
that are  known to  occur in the  South  Padre  tourist  industry.  The  Company
currently  markets its cruises  primarily through direct mail, print, and radio.
The Company's  financial  ability to advertise was minimal compared to the heavy
advertising,  marketing and promotion of the Company's  competition,  the Casino
Del Mar, prior to the closing of Casino Del Mar in February 2000.

                                        4


<PAGE>



         GAMING  LAWS  &  REGULATIONS  AFFECTING  CASINO  BOATS.  The  Company's
operations are directly affected by current and future federal,  state and local
regulations  and  ordinances and could be interrupted or terminated on the basis
of such laws,  regulations and ordinances.  Moreover, the Company is potentially
subject to significant financial penalties if it violates such laws, regulations
or  ordinances.  Compliance  with such  laws,  regulations  and  ordinances  may
necessitate significant capital outlays.

o        FEDERAL LEGISLATION. Federal legislation enacted in 1948, 18 U.S.C. ss.
         ss. 1082 et seq. (the "Gambling  Devices Act"),  prohibits any citizen,
         resident  of  the  United   States  or  any  other  person  within  the
         jurisdiction  of the United  States  from  establishing,  operating  or
         owning an  interest  in a gambling  ship on the high seas or  otherwise
         within the  jurisdiction  of the United  States.  In 1992,  the federal
         government  enacted an  amendment to the  Gambling  Devices  Act.  This
         amendment was designed to make the laws pertaining to gaming activities
         on United States flag vessels and foreign flag vessels  essentially the
         same.  Prior to being amended,  the Act forbade gaming on United States
         flagged  vessels but allowed  foreign  flagged  vessels to carry gaming
         equipment  into United States  ports.  The 1992  amendment  gave United
         States  flagged  vessels the same  right,  preempting  state laws.  The
         amendment allowed states to elect to "opt out" of the Act by enacting a
         statute which would prohibit  "cruise-to-nowhere"  operations. A number
         of states have enacted  legislation opting out. Texas did not. However,
         there  can be no  assurance  that at some  time  in the  future  a bill
         "opting out" will not be introduced by Texas.

         On January 6, 1999,  Congressmen Wolf, Gilchrest and Shays introduced a
         Bill, H.R. 316, (the  "Cruises-to-Nowhere  Act of 1999"),  to amend the
         Johnson  Act to  restore  the  authority  of state  laws over  gambling
         cruises-to-nowhere.  This Bill did not pass but may be  reintroduced in
         2000.  Should it become  law, it would give states the ability to apply
         their own laws to gambling on cruises to no-where.  The passage of this
         law  would   allow  the  State  of  Texas  and  other   states  to  ban
         cruises-to-nowhere.  Such  a ban  would  destroy  the  business  of the
         Company in Texas.

o        STATE REGULATION - TEXAS.  Texas Penal Code Section 47.06 prohibits the
         possession of gambling devices,  equipment, or paraphernalia within the
         State of Texas or within the territorial  waters of the State of Texas.
         The  violation  of  this  Section  is a  felony.  However,  there  is a
         provision to allow the possession of gambling  devices,  equipment,  or
         paraphernalia onboard an ongoing vessel which departs from the State of
         Texas and  conducts  its gambling  activities  outside the  territorial
         waters of the State of Texas.  Specifically,  Section 47.09(b) provides
         that  it  is  an  affirmative  defense  to  prosecution  under  Section
         47.09(b). It is the Company's belief that it at all times complies with
         the provisions of the Texas Penal Code.

         Further,  Texas Penal Code Section  48.10  (American  Documentation  of
         Vessel Required) provides that "if 18 USC Section 1082 is repealed, the
         affirmative  defenses  provided by Section  47.09(b)  apply only if the
         vessel is documented under the laws of the United States." Accordingly,
         it would appear even if a bill similar to the "Cruise to Nowhere Act of
         1999"  were  introduced  and  passed,  that the  State  of Texas  would
         continue to exempt  casino  cruises so long as they were  conducted  on
         U.S. flagged American documented vessels. The M/V Entertainer is a U.S.
         flagged American documented vessel.

         FUTURE PORTS.  The Company is exploring the  possibility  of relocating
         the M/V Entertainer to a Florida port for the Winter season.


                                        5


<PAGE>

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 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 19 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.  The  Company  will  focus its  marketing  efforts  on direct  mail to
customers who are on a customer list obtained by the Company pursuant to



                                        6


<PAGE>

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.

         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 August 20, 2000, the Company employed approximately 59 employees.
Of the Company's 59 employees,  3 are executive and  management  personnel and 3
are engaged primarily in administrative  positions.  The remaining employees are
ship officers, crew, casino, reservations, food service and other staff employed
by the Company who work on or about the Company's vessel.  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



                                        7


<PAGE>

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, 2000:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                         LOCATION                                                  LEASE TERM
-----------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
One South Padre Blvd                                        180 Days commencing November 1, 1999.
South Padre Island, Texas 78597                             Thereafter, 2 additional terms of 5 years each.
Berth & Sublease Agreement

-----------------------------------------------------------------------------------------------------------------------
301 Gregory Street                                          5 years commencing the earlier of Oct 1, 2000
Black Hawk, Colorado                                        or the issuance of a gaming license by the
Lease of Lilly Belle's Casino                               Colorado Gaming Commission.  Thereafter, 3
                                                            additional terms of 5 years each.
-----------------------------------------------------------------------------------------------------------------------

</TABLE>


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

o        Betty Butron Smith v. Charles Liberis and sureBET Casinos, Inc.

         On or about  January 26,  2000,  Betty Butron Smith filed a law suit in
the United States District Court for the Southern District of Texas, Brownsville
Division,  against Charles  Liberis,  the Company,  and Casino Padre  Investment
Company.  The suit alleges wrongful  termination,  fraud and inducement,  libel,
slander, and defamation.  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 March 10, 2000, a Compromise,  Settlement,
Release,  Indemnity and  Confidentiality  Agreement was entered into between the
Plaintiff and the Defendants.

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

                                        8


<PAGE>


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.


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, 2000.




                                        9


<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, and currently  trades under the symbol  "DICE".  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>
Fiscal Quarter Ended                                                   High Bid                        Low Bid
<S>                                                                    <C>                             <C>

March 31, 1998............................................              $3 3/16                        $ 15/16

June 30, 1998.............................................              $4.50                          $2.25

September 30, 1998........................................              $2.25                          $0.60

December 31, 1998.........................................              $0.06                          $0.06

March 31, 1999............................................              $0.06                          $0.06

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
</TABLE>

         As of March 31,  2000 there were 290  record  holders of the  Company's
Common Stock.  On August 21, 2000 there were 88 record  holders of the Company's
Common  Stock.  The date of the last trade was July 31, 2000 at a price of $.54.
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 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

                                       10


<PAGE>



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, 2000 was
derived from the  operation of Casino  Padre.  Casino Padre began  operations on
November 18, 1999 and for the year ending March 31, 2000, the Company incurred a
net loss of $1,154,564.

         For the year ending March 31, 2000, the Company's pro rata share of the
operating loss of Casino Padre was $1.34 million.  During that period,  revenues
from  operations  were  $447,968  while cost of sales were $46,225 and operating
expenses  were  $1,583,390.  A total of $290,000  was  allocated to the minority
interest in Casino Padre.

         General and administrative expenses for the year ending March 31, 2000,
totaled  $517,759.  A total of $357,891 was  expended  for the  operation of the
casino  and  $578,016  for the  operation  of the  vessel.  Sales and  marketing
expenses were $102,076 for the period with an additional $290,565 being expended
to start up expenses.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31,  2000,  the Company had a working  capital  deficiency  of
$614,220.  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.

                                       11


<PAGE>



         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. At March 31, 2000,
$121,473 was owed to Mr. Liberis.

         In addition,  at March 31, 2000,  $267,589 was owed to CSL  Development
Corporation  for past due charter  payments  and accrued  interest  thereon.  At
August 20, 2000, the amount owed to CSL is $767,589,  which includes  $17,589 of
accrued  interest.  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, 2000, 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,  2000 and the
working capital deficit and stockholders' deficit existing as of March 31, 2000.
The Company must raise capital and general additional operating funds.

         The Company believes that it will be able to raise  additional  capital
through  debt and  equity  financing  which,  along with  anticipated  cash from
operations,  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 not need to raise additional capital sooner,  particularly
to take advantage of any expansion opportunities, not currently anticipated that
may become available.  In such event,  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 such 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.
--------------------------------------------------------------------------------

         None.




                                       12


<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             58                Chairman of the Board of Directors, President, Chief
                                                 Operating Officer

Wayne E. Marks                 53                Vice President Finance, Controller and Director

Michael Georgilas              46                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
1983to 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.

         WAYNE  E.  MARKS.  Mr.  Marks  was  elected  to the  Board  and as Vice
President  Finance and  Controller  of the  Company on July 8, 1999.  Since June
1997,  Mr.  Marks has served as Vice  President of CSL  Development,  Pensacola,
Florida,  and General  Manager of Fiesta Casino,  Lima,  Peru.  CSL  Development
Corporation  has been  engaged in general  development  of real estate  property
including condominiums,  resorts, golf courses, and casinos. From September 1991
to  June  1997,  Mr.  Marks  served  as  partner  in DB &  Associates,  Jackson,
Mississippi, a consulting firm specializing in project development. From 1973 to
1991,  Mr.  Marks  worked in the Farm Credit  System.  Mr.  Marks  served on the
Executive  Committee  of the Farm  Credit  Banks of Jackson  and the Farm Credit
Banks of New Orleans from 1979 to 1988. Federal  Intermediate Credit Bank of New
Orleans from 1979 to 1985,  and The Jackson Bank for  Cooperatives  from 1985 to
1988. He is a graduate of the University of New Orleans, New Orleans, Louisiana.

         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

                                       13


<PAGE>



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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         During the fiscal year ended March  31, 2000, Messrs.  Liberis,  Marks,
and  Georgilas  failed to file 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                                                    compensat       award(s)        Options/          LTIP        sation
  position          Year        Salary ($)     Bonus ($)        ion ($)           ($)          SARs (#)        payouts         ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>            <C>             <C>          <C>                  <C>            <C>         <C>

Jeffrey T.          1999          $0.00          $0.00           $0.00           $0.00             0              0           $0.00
Wilson,             2000          $0.00          $0.00           $0.00           $0.00             0              0           $0.00
President
(1)<F1>

Charles S.          2000          $0.00          $0.00           $0.00        $1,000,000           0              0           $0.00
Liberis,                                                                          (3)<F3>
President
(2)<F2>

---------------
<FN>

(1)<F1>  Jeffrey T. Wilson was the President of the Company from April 8, 1996 to July 8, 1999.
(2)<F2>  Charles S. Liberis was the President of the Company from July 8, 1999 to present.
(3)<F3>  Mr. Liberis received no cash compensation or other benefits for the fiscal year ended March 31, 2000.  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>


                                       14


<PAGE>

         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.


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, 2000:
<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                             76.4%
1610 Barrancas Avenue
Pensacola, FL  32501

Wayne E. Marks                                                    200,000                              2.5%
1464 Heartstone
Baton Rouge, LA 70808

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

Officers and directors as a group                               6,275,000                             79.9%
  (3 persons)

---------------
<FN>

(1)<F1>  This table is based on 7,849,478 shares of Common Stock outstanding on March 31, 2000.
</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


                                       15


<PAGE>

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 is for five
(5) years  commencing  on October  1, 1999.  Under the  Charter  Agreement,  the
Company  makes  monthly  charter  payments in the amount of $125,000  per month.
During the  charter  period,  the Company  shall have an option to purchase  the
vessel at a price of  $6,000,000.  The Company is required,  at its expense,  to
obtain and maintain at all times during the charter period adequate insurance on
the vessel. The Company assumes (1) all risk of liability for the vessel and for
its use and operations,  and is required to indemnify the Owner from and against
any  claim,  penalty,  damage  or  liability  resulting  therefrom;  and (2) all
obligations  with  respect  to the  maintenance,  repair and  inspection  of the
vessel. CSLD has agreed to waive the Charter payments for the months of October,
and November  and  December  1999  ($375,000)  as well as the  security  deposit
required under the Charter Agreement ($200,000) and in return, CSLD will receive
50% of net  operating  income once the  investors  have  received  100% of their
capital.  Entertainer  LLC will  have a 50%  interest  in  working  capital  and
undistributed  income. CSLD is owned by The Liberis Charitable  Settlement Trust
("the Liberis  Trust").  The Liberis Trust was established in 1994 by Charles S.
Liberis  ("Liberis")  as  Grantor.  The Company  believes  that the terms of the
Charter  Agreement are competitive with terms that could have been obtained from
unrelated third parties for a comparable vessel.

         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 M/V Entertainer  and the gaming  operations
located on the ship on behalf of and for the account of Casino Padre  Investment
Company, LLC. At the time that the Management Contract was entered into, Charles
Liberis,  the  President of the  Company,  owned 83%of the  membership  units 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. Following the transaction, the Company owned 83% of Casino
Padre Investment Company LLC. The membership units were acquired from Charles S.
Liberis,  the  President  of the Company.  The price of the units was  $500,000,
which is the same  price  paid for the units by Mr.  Liberis.  Casino  Padre was
formed on September  14, 1999. At the time of the  acquisition  Casino Padre was
still in the development  stage.  Casino Padre commenced  operations on November
18, 1999.

         From May 31, 1999 to August 20, 2000, 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.

         As of August 20, 2000, Casino Padre Investment, LLC is obligated to CSL
Development for the payment of a total of $767,589  including  $17,589 of annual
interest for charter payments on the M/V

                                       16


<PAGE>

Casino Padre. Charles S. Liberis, the President of the Company is also President
of CSL Development Corporation.

         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>

       27           Financial Data Schedule
<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>

                                       17


<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: August 24, 2000                       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                         August 24, 2000
Chairman of the Board of Directors,
President and Chief Operating Officer
(Principal Executive Officer)

/s/ Wayne Marks                             August 24, 2000
Vice President Finance, Controller and
Director (Principal Financial and
Accounting Officer)

/s/ Michael Georgilas                       August 24, 2000
Director



                                       18



<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, 2000 and 1999..................................................F-3

Consolidated Statements of Operations for the Years Ended March 31, 2000 and 1999..........................F-4

Consolidated Statements of Changes in Stockholders' Equity (Deficit)
         for the Years Ended March 31, 2000 and 1999.......................................................F-5

Consolidated Statements of Cash Flows for the Years Ended March 31, 2000 and 1999..........................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, 2000 and 1999, 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  audits  in  accordance  with  generally   accepted  auditing
standards. 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,  2000 and 1999,  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.


                              Jackson & Rhodes P.C.

/s/JACKSON & RHODES P.C.

Dallas, Texas
August 14, 2000




                                      F-2
<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             March 31, 2000 and 1999

                                     ASSETS
<TABLE>
<CAPTION>

                                                                2000            1999
                                                           ------------     ------------
<S>                                                        <C>              <C>
Current assets:
  Cash                                                     $    36,677      $       -
  Receivables                                                    6,116              -
  Inventory                                                      8,715              -
                                                           ------------     ------------
    Total current assets                                        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              -
  Deposit on Colorado casino lease (Note 5)                    200,000              -
  Other                                                            992              -
                                                           ------------     ------------
    Total other assets                                         340,992              -
                                                           ------------     ------------
                                                           $   505,664      $       -
                                                           ============     ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities                 $   276,666      $       -
  Due to shareholder (Note 6)                                  121,473              -
  Due to CSL Development Corporation (Notes 5 and 6)           267,589              -
                                                           ------------     ------------
    Total current liabilities                                  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, 7,849,478 and 1,040,050 shares issued
    and outstanding                                              7,849            1,040
  Additional paid-in capital                                 5,555,654        4,567,963
  Accumulated deficit                                       (5,723,567)      (4,569,003)
                                                           ------------     ------------
    Total stockholders' equity (deficit)                      (160,064)             -
                                                           ------------     ------------
                                                           $   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, 2000 and 1999

<TABLE>
<CAPTION>

                                                                2000            1999
                                                           ------------     ------------
<S>                                                        <C>              <C>
Revenue:
  Casino revenue                                           $   314,208      $       -
  Ticket sales                                                  76,376              -
  Food and beverage sales                                       57,384              -
                                                           ------------     ------------
    Total revenue                                              447,968              -
                                                           ------------     ------------
Operating expenses:
  Cost of food and beverage sales                               46,225              -
  Casino operating costs                                       357,891              -
  Casino vessel costs                                          578,016              -
  Start-up costs                                               290,565              -
  Sales and marketing                                          102,076              -
  General and administrative                                   517,759              -
  Minority interest in losses                                 (290,000)             -
                                                           ------------     ------------
    Total operating expenses                                 1,602,532              -
                                                           ------------     ------------
    Net income (loss) from continuing operations            (1,154,564)             -


Discontinued operations:
  Gain on transfer of net liabilities to
    Imperial (Note 1)                                              -          1,561,127
  Operating losses of discontinued business                        -           (359,713)
                                                           ------------     ------------
                                                           $(1,154,564)     $ 1,201,414
                                                           ============     ============
Basic net income (loss) per common share:

  From continuing operations                               $     (0.28)     $       -
  From discontinued operations                                     -               1.23
                                                           ------------     ------------
    Net income (loss)                                      $     (0.28)     $      1.23
                                                           ============     ============

    Weighted average common shares outstanding               4,162,123          979,489
                                                           ============     ============

</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, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                  Additional
                                                        Common Stock                Paid-in        Accumulated
                                                   Shares           Amount          Capital          Deficit           Total
                                                ------------     ------------     ------------     ------------     ------------
<S>                                             <C>              <C>              <C>              <C>              <C>
Balance March 31, 1998                          $   914,858      $       915      $ 4,459,298      $(5,770,417)     $(1,310,204)

Common stock issued for cash                         83,333               83           99,917              -            100,000

Common stock issued for services rendered            41,859               42            8,748              -              8,790

Net income                                              -                -                -          1,201,414        1,201,414
                                                ------------     ------------     ------------     ------------     ------------
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)
                                                ------------     ------------     ------------     ------------     ------------
                                                $ 7,849,478      $     7,849      $ 5,555,654      $(5,723,567)     $  (160,064)
                                                ============     ============     ============     ============     ============

</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, 2000 and 1999

<TABLE>
<CAPTION>
                                                                2000            1999
                                                           ------------     ------------
<S>                                                        <C>              <C>
Cash flows from operating activities:
  Net income (loss)                                        $(1,154,564)     $ 1,201,414
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                              12,548              -
      Shares issued for services                               142,500            8,790
      Gain on transfer of net liabilities to Imperial              -         (1,561,127)
      Minority interest in losses                             (290,000)             -
      Changes in operating assets and liabilities:
        Accounts receivable                                     (6,116)             -
        Inventory                                               (8,715)             -
        Other assets                                          (120,742)             -
        Accounts payable and accrued liabilities               526,666              -
        Net liabilities of discontinued operations                 -            250,561
                                                           ------------     ------------
          Net cash used in operating activities               (898,423)        (100,362)
                                                           ------------     ------------
Cash flows from investing activities:
  Purchase of furniture and equipment                         (125,712)             -
                                                           ------------     ------------
Cash flows from financing activities:
  Net advances from shareholder                                118,812              -
  Sale of shares of subsidiary to minority interests           290,000              -
  Sale of common shares                                        652,000          100,000
                                                           ------------     ------------
          Net cash provided by financing activities          1,060,812          100,000
                                                           ------------     ------------

Net increase (decrease) in cash and cash equivalents            36,677             (362)

Cash at beginning of year                                          -                362
                                                           ------------     ------------
Cash at end of year                                        $    36,677      $       -
                                                           ============     ============

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


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

          See accompanying notes to consolidated financial statements.

                                       F-6


<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                             March 31, 2000 and 1999



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.

       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 the year ended March 31,
       1999.  The common  stock  issued for services for the period ended August
       31, 1999 has been reported as continuing operations since the shares were
       issued to new continuing management of the Company

       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

                                      F-13

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 74% of Casino Padre.

       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.

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 $1,154,564 for the year ended March 31, 2000 and has a working capital
       deficit of $614,220 and a stockholders' deficit of $160,064 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 believes that it will
       be able to raise  additional  capital  through debt and equity  financing
       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 not need to raise  additional  capital
       sooner,  particularly  to take advantage of any expansion  opportunities,
       not currently anticipated that may become available. In such event, 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

                                      F-8
<PAGE>


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       GOING CONCERN

       allow the Company to finance any such opportunities.

       Additionally,  the Company has decided to move the M/V Casino  Padre (see
       Note 1) to a south  Florida  location,  which the Company  believes  will
       produce  substantially  improved  operating  results.  The  dock  owners,
       pending executing a contract acceptable to both parties,  have accepted a
       letter of intent for the leasing of berth space and parking  suitable for
       a gaming vessel operation.  The Company  anticipates that it will take an
       estimated  six  weeks to move the  vessel  and open  operations  in south
       Florida.  The Company intends to cease  operations in south Texas shortly
       after Labor Day and begin operations in south Florida on or about October
       20, 2000.

       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>

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,  2000 the  Company  had net  operating  loss  carryforwards
       totaling  approximately  $6,000,000  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,
                                              2000             1999
                                          ------------     ------------
<S>                                       <C>              <C>
Net operating loss carryforwards          $ 2,040,000      $ 1,530,000
  Valuation allowance                      (2,040,000)      (1,530,000)
                                          ------------     ------------
    Net deferred tax asset                $      -         $      -
                                          ============     ============

</TABLE>


                                      F-10

<PAGE>

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, 1999,  the Company  issued  83,333 shares
       for cash of $100,000 and 41,859 shares for services valued at $8,790. The
       shares for services were valued at the vendors' invoiced cost.

       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,
       2000.

       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 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 1999:
       dividend yield of 0.0 percent;  expected volatility of zero percent; risk
       free


                                      F-11
<PAGE>

4.     COMMON STOCK (CONTINUED)

       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.

       LEASES

       The  Company  leases  the  casino  vessel,  M/V  Casino  Padre,  from CSL
       Development  Corporation  ("CSL"),  a company for which Mr. Liberis is an
       officer and director,  for $125,000 per month. The lease requires minimum
       lease  payments  through  September  2001.  The rent was  deferred  until
       February 2000.  During the charter  period,  the Company has the right to
       purchase the vessel at a price of $6,000,000. The Company is required, at
       its  expense,  to obtain and  maintain  at all times  during the  charter
       period adequate  insurance on the vessel. The Company assumes all risk of
       liability for the vessel and for its use and operations,  and is required
       to  indemnify  the owner from and against any claim,  penalty,  damage or
       liability  resulting  therefrom;  and all obligations with respect to the
       maintenance, repair and inspection of the vessel. The owner has agreed to
       waive the lease  payments for the months of October 1999 through  January
       2000 as well as the security deposit  required  ($200,000) and in return,
       the owner will receive 50% of the net operating income of the casino once
       the investors have received 100% of their capital.

       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.


                                      F-12
<PAGE>

5.     CONTINGENT LIABILITIES (CONTINUED)

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

<TABLE>
<CAPTION>
               Year Ending March 31:
                       <S>                    <C>
                       2001                   $1,680,000
                       2002                    1,110,000
                       2003                      360,000
                       2004                      360,000
                       2005                      360,000
                       Thereafter                540,000
</TABLE>

       The vessel charter expense  amounted to $250,000 for the year ended March
       31,  2000.  The lease of the vessel  berth  (month-to-month)  amounted to
       $32,500 for the year ended March 31, 2000.

       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. The Company
       also owes $250,000 to CSL for past due charter  payments.  These payables
       include interest accrued at 12% per year.



                                      F-13

<PAGE>