UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                      No. 1
(Mark One)

     [X]  AMENDMENT NO. 1 TO ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended September 30, 2001

                                       OR

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

                         Commission file number 0-22242

                        BOUNCEBACKTECHNOLOGIES.COM, INC.
               (Name of the Small Business Issuer in its Charter)

             MINNESOTA                              41-0950482
             ---------                              ----------
         (State or Jurisdiction of                (I.R.S. Employer
         Incorporation or Organization)           Identification No.)

                             707 Bienville Boulevard
                        Ocean Springs, Mississippi 39564
                    (Address of Principal Executive Offices)

                    Issuer's telephone number (228) 872-5558

Securities registered pursuant to Section 12(b) of the Exchange Act: None
Name of each exchange on which registered: N/A
Securities registered pursuant to Section 12(g) of the Exchange Act:
                                                                   Common Stock

         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes X No
..

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in the definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X ]

         As of December 17, 2001, 12,487,871 shares of Common Stock were
outstanding, and the aggregate market value of such Common Stock (based upon the
last reported sale price on December 14, 2001 the OTCBB), excluding outstanding
shares beneficially owned by affiliates, was approximately $2,127,537.

         Transitional Small Business Disclosure Format
                                            (Check one): Yes _____; No     X
                                                                      ---------


<PAGE>


                                     PART I

ITEM 1.  BUSINESS

The Company

         The Company was organized in 1969, and since 1993, has directed its
focus to the hospitality and entertainment industry in both gaming and high
tourist areas and to the gaming industry. The Company's ticker symbol for its
Common Stock ("common stock initial cap") is "BBTC" and the Common Stock is
traded on the NASD OTCBB.

         The Company entered the hospitality and entertainment industries by
acquiring or developing certain businesses. In March 1994, the Company purchased
its "Country Tonite Theatre" in Branson, Missouri. The Country Tonite production
and show at the Country Tonite Theatre in Branson, Missouri was sold to On Stage
Entertainment ("On Stage") on January 31, 2001. (The sale did not include the
licensing agreement with Country Tonite Theatre Pigeon Forge, Tennessee.) In
March 1997, another venue for the Country Tonite Show opened in Pigeon Forge,
Tennessee. Country Tonite Theatre, LLC, formerly a joint venture between the
Company and Burkhart Ventures, LLC, presents the Country Tonite Show in a
1,500-seat theater in Pigeon Forge, Tennessee. The Company was the operating
manager and owned 60% of the joint venture. Effective December 31, 1998, the
Company sold its 60% interest in Country Tonite Theatre, LLC to its minority
partner, Burkhart Ventures, LLC. The Company's Country Tonite show continued to
perform under contract in the Pigeon Forge Theatre until April 20, 2000, when
the Company granted Country Tonite Theatre, LLC a license to perform the show
for $1.3 million for a 40-year term. Since 1997, the Company, through its
85%-owned subsidiary, CRC of Tunisia, S.A., leases and operates a casino and
500-seat theatre in Sousse, Tunisia, North Africa.

BounceBackMedia.com, Inc. (Ocean Springs, Mississippi)

         In 2000, through its 80%-owned subsidiary, BounceBackMedia.com, Inc.
(BBM), the Company purchased the assets of Raw Data, Inc., a privately owned
California company, the Company redirected its focus to the development, sales
and distribution of e-commerce business solutions through direct advertising of
mini-CD's used by consumers and businesses to link potential customers to web
sites and e-commerce centers.

         BBM's business strategy includes development of interactive promotional
messages delivered digitally through various storage media, including CD-Rom and
the Internet. The thrust of BBM's business to date has been derived from U.S.
companies who are desirous of testing mini CD-Rom products under various
application formats in smaller order increments ranging from 1,000 to 10,000
units.

         In order to attempt to stimulate BBM's operations, management is
expanding BBM's product line - services to include website development and web
hosting. BBM's strategy is geared to offering a comprehensive array of media
services, which the Company hopes will attract a broader mainstream customer
base of business clients. To that end, BBM is test marketing several integrated
communication packages at competitive rates.

         Casino Caraibe (Tunisia, North Africa)

         The Company, through its 85%-owned subsidiary, CRC of Tunisia, S.A.,
leases and operates a 42,000-square foot casino and 500-seat theatre
(collectively "Casino Caraibe") in Sousse, Tunisia, North Africa. Casino Caraibe
opened October 18, 1997 and has over 10,000 square feet of gaming space with
approximately 281 slot machines and 21 table games. Casino Caraibe also operates
a gourmet restaurant, gift shop and additional food and bar service on the
property.

         Casino Caraibe is leased pursuant to a revised lease agreement (with
two, three-year renewal options) dated June 6, 2000 with Samara Casino Company
("Samara"). The revised lease agreement provides for an adjusted annual base
rent of 480,000 dinars, which is approximately US $338,266 based on the exchange
rate at December 15, 2001, plus value added taxes. In addition, a scaled
variable rental fee is incurred when gross gaming revenues exceed 125,000 dinars
monthly. The Company also pays rent on the Casino Caraibe Theatre at the rate of
10% of theatre revenue with a minimum payment due of one dinar (currently worth
approximately $.71 US, based on the exchange rate on December 15, 2001) per
paying customer. Casino Caraibe is a freestanding building, which is located on
a triangular piece of property in front of the 425-room Hotel Samara, one of



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three hotels that Samara controls in Sousse. The two other hotels have 125 and
275 rooms, respectively. The casino site is located on the main street of Sousse
in the heart of the tourist center and directly off the beach. The site is
approximately 1.5 acres in size. The casino was the first of its kind in the
city of Sousse. In July of 2000, the Stardust Casino opened approximately three
miles from Casino Caraibe. While the Stardust Casino is smaller than Casino
Caraibe, it does offer some competition. Additionally, two other casinos are
open in other Tunisian municipalities at distances of approximately fifty to
three hundred miles from Sousse.

         The Republic of Tunisia is a small country in the most northern part of
North Africa and is bordered on the north and east by the Mediterranean Sea, on
the southeast by Libya, and on the west by Algeria. Tunisia is a destination
resort area frequented by Europeans. Casinos are a recent attraction for the
tourist trade in Tunisia.

         The Company decided in September 1999 to sell its interest in the
Tunisian casino and leave the gaming industry. The Company commenced
negotiations to sell its 85% interest in CRC of Tunisia, S.A. to Samara Casino
Company, the lessor of the Casino Caraibe property. The negotiations failed and
no final sales agreement was reached. In fact, a dispute arose between the
parties with respect to the amount of rents due and owing which issue is being
mediated through Tunisian arbitration (See Legal Proceedings). The Company has
maintained full business operation of Casino Caraibe throughout the proposed
sale transaction. As there is no other prospective purchaser, the operating
results of CRC of Tunisia, S.A. previously reported as discontinued operations
in fiscal year ended September 30, 2000 ("fiscal 2000") have been reclassified
and reported as continuing operations. (See Management's Discussion & Analysis
of the Financial Condition and Results of Operations.)

Regulation and Licensing of Gaming Activity

         The Company's gaming venture is subject to Tunisian laws and
regulations affecting the ownership and operation of the casino. Tunisian
nationals are prohibited from gaming in Tunisia. Casino guests are required to
present a passport or valid identification for entry into the Casino. Operations
outside the U.S. are subject to inherent risks, including fluctuations in the
value of the U.S. dollar relative to foreign currencies, tariffs, quotas, taxes
and other market barriers, political and economic instability, currency
restrictions, difficulty in staffing and managing international operations,
language barriers, difficulty in obtaining working permits for employees,
limitations on technology transfers, potential adverse tax consequences, and
difficulties in operating in a different cultural and legal system.

         The Company operates Casino Caraibe pursuant to a license issued by the
Tunisian government, which expires in October 2003. The Company, through its
CEO, John Pilger, intends to apply for a renewal at that time, although no
assurance can be given that such renewal will be achieved.

Employees

         At September 30, 2001, the Company had 8 employees at its headquarters
in Ocean Springs, Mississippi; 2 employees at its Ocean Springs, Mississippi
BounceBackMedia.com, Inc. office; and 100 employees in Sousse, Tunisia.

         The Company is a party to an employment agreement with John J. Pilger,
the Company's CEO. See Item 10, "Executive Compensation." None of the Company's
employees are represented by a labor union and management considers its labor
relations to be good.

ITEM 2. PROPERTIES

         The Company's leased properties include principally: Casino Caraibe
theatre complex in Sousse, Tunisia, the Company's executive office in Ocean
Springs, Mississippi; and a residential property in Ocean Springs, Mississippi.

         The Company also leases office space in Fresno, California for BBM at a
cost of $2,500 monthly. The Company negotiated a mutually agreed upon early
termination of the Fresno lease from May 2002 to December 31, 2001.


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<PAGE>

         The Company leases, pursuant to a five-year lease expiring in May 2002,
executive office space in Ocean Springs, Mississippi at a rate of $66,000 per
annum. The Company plans to negotiate a renewal of this lease; although no
assurances can be given such renewal will be achieved.

         Casino Caraibe is leased pursuant to a revised lease agreement (with
two, three-year renewal options) dated June 6, 2000. (See ITEM 1. BUSINESS -
"Casino Caraibe".)

         The Company owns a residence in Ocean Springs, Mississippi, which is
rented to a principal of Monarch Casinos, Inc. at a below-market rate. The lease
is in default. See Item 3, "Legal Proceedings."

         Finally, the Company owns several small lots and real estate parcels in
Wisconsin, which it is attempting to sell. Proceeds, if any, from the sale are
not expected to be material. Additionally, the Company owns two parcels of land
in Ocean Springs, MS.

ITEM 3. LEGAL PROCEEDINGS

         The Company initiated a civil suit against Harrah's on September 4,
1998 in United States District Court for District of Minnesota. The Company
alleges that Harrah's breached various agreements with the Company and
tortuously interfered with the Company's contractual and prospective economic
advantage associated with the Pokagon Band of Potawatomi Indians' Management
Agreement. The suit further alleges that Harrah's withheld vital business
information from the Company. The trial court dismissed the case on May 24, 1999
for lack of jurisdiction stating that the Company's claims were preempted by the
Indian Gaming Regulatory Act. Accordingly, the court held that the Company's
claims could not be heard in Federal Court. The Company asserted that it had the
right to resolve the dispute with Harrah's in some forum and the trial court
erred by dismissing the Company's complaint without granting the Company leave
to file an amended complaint which would include a claim for an accounting and
damages under the Uniform Partnership Act. The Eighth Circuit U.S. Court of
Appeals filed its decision March 13, 2001, agreeing with the Company that the
Federal District Court of Minnesota erred dismissing the Company's suit against
Harrah's and the suit against Harrah's was remanded to the Federal District
Court of Minnesota for further proceedings. On May 16, 2001, the U.S. District
Court of Minnesota set a retrial scheduling order, which allows the Company's
legal representatives to initiate discovery. On October 3, 2001 Harrah's filed a
motion to dismiss with the US District Court District of Minnesota claiming that
the contract between Harrah's and the Company by its terms precludes the Company
from asserting a claim and further that the Company's claims are speculative.
The Company and its attorneys plan on vigorously disputing this motion for
Summary Judgment. Pending a favorable ruling by the court relative to the
Summary Judgment Motion, a tentative trial date is set for November 2, 2002.

         The Company initiated a civil suit against Willard Smith and Monarch
Casinos, Inc. on December 19, 1998 in the Circuit Court of Jackson County,
Mississippi. The Company alleges that Mr. Smith and Monarch Casinos, Inc. have
breached the terms of the Memorandum of Understanding, Amendment and
Modification Agreement, and Consulting Agreement by failing to provide the
services required under the terms of the agreements, breaching their obligations
of good faith to the Company and by attempting to secure the termination of the
Company's interest in the Pokagon project. The suit further alleges Mr. Smith
has defaulted on his obligations to pay rent and maintain the up-keep of the
Company residential property located at 303 LaSalle Street, Ocean Springs,
Mississippi and defaulted on repayment of loans from the Company in excess of
$300,000. The Company seeks a judgment against Monarch Casinos, Inc. and Willard
Smith plus interest and attorneys fees for notes due and material breach of
agreements; removal of Smith from the rental property and punitive damages.

         Mr. Willard Smith filed a counterclaim on February 16, 1999, alleging
breach of contract; breach of duty of fair dealing; tortuous interference with
prospective business advantage; specific performance of contract to purchase
real property and fraud. Additionally, Willard Smith filed a suit on July 10,
2000, against the Company's CEO, John J. Pilger, alleging he is the alter ego of
CRC and as such liable for the acts of CRC including breach of contract; breach
of duty of good faith and fair dealing; tortuous interference with prospective
business advantage; breach of contract to purchase real property, and fraudulent
inducement. On April 9, 2001, the Company and John Pilger petitioned the Jackson
County Circuit Court for a partial Summary Judgment on all the counterclaims


                                       4
<PAGE>

filed by Smith and Monarch Casinos, Inc., with the exception of "breach of
contract to purchase real property." The Jackson County Circuit Court has not
responded to this petition. A trial date is scheduled for April 2002. The
Company and Mr. Pilger each plan to vigorously defend themselves.

         On May 13, 2001, Roger Birks, the former CEO of BBM, an 80%-owned
subsidiary of the Company, commenced an action in Clark County District Court,
Nevada, against BBM, a Nevada company, and John J. Pilger, President of BBM and
CEO of the Company, alleging: breach of BBM Purchase Agreement by the Company
for failure to use its best efforts to capitalize BBM; breach of Birks'
Employment Agreement; and lastly, alleging that the Company and its alter ego,
John Pilger, made false representations to Plaintiff which Plaintiff acted upon
with respect to the BBM Purchase Agreement and Plaintiff's Employment Agreement.
Plaintiff seeks compensatory and punitive damages and has not claimed a specific
amount of damages, but claims such damages exceed $40,000. The Plaintiff also
seeks reimbursement of attorney fees. Mr. Pilger has filed counterclaims against
Mr. Birks alleging that Birks has willfully caused these legal proceedings to
coerce a settlement and Mr. Birks is guilty of abuse of process. Mr. Pilger
further alleges Birks has acted in bad faith with malice; and is entitled to an
award for punitive and exemplary damages in excess of $10,000. The Company
denies these allegations and plans to vigorously defend itself in this matter.

         CRC of Tunisia, S.A., the 85%-owned subsidiary of the Company,
initiated arbitration proceedings against the casino lessor, Samara Casino Inc.
and the Mahdoui family. The Company's position is that lessor took unauthorized
advances totaling $227,229, duplicated rent payments of $210,294 and to date has
been unwilling to treat these advances as prepaid rent. A three-panel Tunisian
arbitration hearing is tentatively scheduled for as early as January 2002.

         On December 11, 2001 the Company issued a press release and a Form 8-K
with respect to a civil complaint "Kevin M. Kean pltf vs. John J. Pilger; et al,
including BounceBackTechnologies.com dfts", filed by Kevin M Kean in Jackson
County, Mississippi Circuit Court, against the Company and each of the members
of its Board of Directors on November 21, 2001. Additionally, the Company
received on November 28, 2001 from Kevin M. Kean, a shareholder, a notice of
demand that the Board of Directors of the Company initiate actions to rectify
alleged wrong doing committed by certain officers and directors of the Company.

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

         There were no matters submitted to a vote of security holders during
the fiscal year ended September 30, 2001.


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<PAGE>

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

         The Common Stock initial cap is traded on the NASD OTCBB. The following
table sets forth, for the fiscal periods indicated, the high and low sales
prices of the Common Stock initial cap as reported by NASD OTCBB for the fiscal
years ended September 30, 2001 and 2000, respectively.

                                                 Common Stock
                                       ---------------------------------

                                           High                  Low
FISCAL 2001
             First Quarter                $ 0.25               $ 0.12
             Second Quarter               $ 0.30               $ 0.12
             Third Quarter                $ 0.22               $ 0.12
             Fourth Quarter               $ 0.17               $ 0.10

FISCAL 2000
             First Quarter                $ 0.21               $ 0.13
             Second Quarter               $ 0.75               $ 0.40
             Third Quarter                $ 0.84               $ 0.28
             Fourth Quarter               $ 0.38               $ 0.16


Holders

         On December 17, 2001 there were approximately 300 record holders of the
Common Stock initial cap.

Dividends

         No dividends have been declared or paid since September 30, 1999. The
Company does not contemplate declaring or paying a dividend in the foreseeable
near future.


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<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

         Following is management's discussion and analysis of significant
factors, which have affected the Company's financial position, and operating
results during the periods reflected in the accompanying consolidated financial
statements. All references to dollar amounts are in U.S. dollar.

CONTINUING OPERATIONS

         The Company's revenues from continuing operations were $3,360,095
during the fiscal year ended September 30, 2001.

BOUNCEBACKMEDIA.COM, INC.

         BounceBackMedia.com, Inc., a newly formed subsidiary of the Company,
commenced operations on December 31, 1999 when it purchased all the assets of
Raw Data Corp. for $85,000 cash, non-interest bearing note for $65,000 due when
and if BounceBackMedia.com, Inc., reached $8,000,000 in revenue on a cumulative
basis within its first two years, and 20% of BounceBackMedia.com, Inc., common
stock. The Company recognized $81,500 in goodwill. The $65,000 note payable was
not recorded since BounceBackMedia.com, Inc., achieving $8,000,000 in revenue on
a cumulative basis within its first two years, is not probable. The Company
entered into two employment agreements with Roger Birks and Ricardo Gonzalez in
January 2000. Mr. Birks was CEO of BounceBackMedia.com from January 2000 until
he terminated his employment in November 2000. Mr. Gonzalez was terminated in
May 2001.

         Revenues for fiscal 2001 were $273,581. Operating expenses, including
cost of goods sold, wages, marketing, promotional expense and office expenses
were $714,956. This compares to revenues of $486,499 and operating expenses of
$898,258 for fiscal 2000. Operating revenues for fiscal 2001 were impacted by
the relocation to Ocean Springs, Mississippi as well as a change in personnel.
The move was initiated in order to reduce overhead expenses and 2001 expenses
include relocation costs of $14,725. Any savings associated with elimination of
rent, utilities and administration did not begin until August of 2001.
Additionally, in fiscal 2000 BBM was in its first year start-up mode and
incurred certain one-time costs, which were expensed as incurred.

GAMING, TUNISIA

         Revenue for fiscal 2001 was $3,086,514 compared to $3,259,814 for
fiscal 2000, a decrease of $173,300, or 5.3%, which was primarily due to a
decrease in patron count; which decrease was generally offset by an increase in
net win from gaming activities, which is the difference between gaming wins and
losses. Operating expenses including project, general and administrative costs,
depreciation and cost of sales decreased $172,021 from $4,011,311 in fiscal 2000
to $3,839,290 in fiscal 2001. This decrease was primarily due to the continued
efforts of management to reduce expenses, specifically a continued reduction of
the casino workforce, as a response to a drop in patron count. The operating
loss was ($752,776) (net of $480,000 management fees which are eliminated in
consolidation) for fiscal 2001 compared to a loss of ($751,497) (including
$395,000 of management fees which are eliminated in consolidation). As restated,
see Item 6 of Part 2, Liquidity and Capital Resources regarding the ability of
the Company's foreign subsidiary to transfer funds to the parent.

GENERAL AND ADMINISTRATIVE

         The Company's general and administrative expenses aggregated $2,144,391
in fiscal 2001 compared to $2,514,402 for fiscal 2000, a decrease of $370,502.
The decrease was primarily due to the reduction of overhead with the sale of
discontinued operations and a reduction in legal expenses. For fiscal 2001 the
Company reversed its allowance for doubtful accounts of $600,000.



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INTEREST EXPENSE AND INCOME

         Interest expense totaled $27,121 for fiscal 2001 compared to $212,486
for fiscal 2000. The decrease of $185,365 was primarily due to the Company's
continued retirement of debt. Interest income as of September 30, 2001 was
$19,170 compared to $43,769 for the same period in fiscal 2000, a decrease of
$24,599 or 56%. This decrease is due to a combination of a reduction in interest
rates applied to a lower daily average corporate cash balance.

MINORITY INTEREST

         All amounts due from the 20% minority interest of BounceBackMedia.com,
Inc. were eliminated in 2001 due to continued losses of BounceBackMedia.com,
Inc. in this segment.

INCOME TAXES

         The Company recognized a tax benefit of $2,794,641 in 2001 due
principally from the reversal of the valuation allowances of its deferred tax
assets. These reversals are based on management's assessment that the benefit of
net operating losses will be realized from future taxable income. The Company's
effective tax rates vary from statutory tax rates primarily as a result of net
losses of its foreign subsidiary for which there are no tax benefits.

DISCONTINUED OPERATIONS

         Income from the entertainment segment operated just four months in 2001
was $454,431 compared to a full year's operation in 2000 of $1,526,663. The gain
on the sale of the entertainment segment on January 31, 2001 was $1,900,493,
which is net of basis of assets sold of $628,431, commission paid on sale of
$195,000, expenses of sale of $27,939 and income taxes of $1,048,137. The gain
on sale of entertainment segment reported in 2000 of $1,300,000 represents the
sale of a license to operate the Country Tonite Show in Pigeon Forge, Tennessee.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2001, the Company had cash available domestically
of $1,313,125 compared to $98,208 as of September 30, 2000. During 2001 and
2000, the Company received management fees from its foreign subsidiary, CRC of
Tunisia, S.A., of $265,000 and $0. Although contracted to earn $40,000 per month
(a total of $480,000 per year), the management fee is paid on a monthly basis
based on sufficient available cash flow from operations. Cash and cash
equivalents reflected on the Balance Sheet include cash from the foreign
subsidiary of $550,234 and $411,166 for September 30, 2001 and 2000. Total cash
on the Balance Sheet, including domestic and foreign, totals $1,863,359 and
$509,374 for September 30, 2001 and 2000.

         The Company's principal source of cash was proceeds from the sale of
assets of CRC of Branson, Inc. and CTE to On Stage Entertainment, Inc. for $3.6
million, net of expenses of the sale paid directly by the Company of $222,939.
On January 31, 2001, the Company closed the sale transaction with On Stage and
received $350,000 in cash, a secured short term 10% interest-bearing note for
$650,000, of which $150,000 was paid February 15, 2001 and $500,000 which was
paid on March 15, 2001. The balance of $2,800,000, plus interest, was secured
with a 10% interest-bearing promissory note due July 31, 2001, which was paid in
full.

         The management fee, when available to be paid, is currently the only
cash able to be transferred to the Company from its foreign subsidiary.

         The first Roy Anderson Holding Corporation debenture was satisfied in
full November 2000 with principal and interest payments totaling $347,795. On
August 2, 2001, upon receipt of the $2.8 million due under a secured note from
On Stage (see Note 4) the Company satisfied its obligation under Roy Anderson
Holding Corporation's Second Debenture with the payment of $752,748.


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<PAGE>


         The Company expects cash on hand and from continuing operations to be
sufficient to meet capital expenditures, debt service and working capital
requirements in 2002. The Company also has a line-of-credit arrangement with a
regional bank, which provides for borrowing up to $200,000 at prime plus 1%
interest rates. This line-of-credit is secured by the accounts receivable of the
Company and the personal guaranty of the Company's CEO, John Pilger. At
September 30, 2001 and 2000, there were no advances under the line-of-credit.

         The Company has executed a Revised Conditional Release and Termination
Agreement with Lakes Gaming for a maximum aggregate amount of $16.1 million,
which included a $2 million refundable cash down payment received by the Company
in August 1999. The down payment is refundable if a casino is not opened within
five years and has been recorded as advance deposit in 2001 and 2000. As the
Company cannot make any assurances that sufficient cash will be on hand as of
August 2004 to make repayment if necessary to Lakes Gaming, the Company will be
required to look to an outside source for these funds. The Company would be more
likely than not be required to renegotiate the terms of repayment with Lakes
Gaming. Payment of the remaining $14.1 million is contingent upon opening of the
casino and other events occurring in the future. Site development of a Michigan
casino by Lakes Gaming commenced in 2001. Lakes has the right under the terms of
the Company's Revised Conditional Release and Termination agreement to retire
its debt obligation to the Company of approximately $11.0 million by making a
one-time discounted 10% present value payment of approximately $8.0 million.
However, there can be no assurances as to the timing of completion of the casino
or its opening. No timetable for the opening of the casino is determinable. The
compact has been signed by the Governor, approved by the Michigan senate and
House of Representatives, and recognized as valid by the Secretary of the
Interior. The land for the casino has been purchased and site improvements
initiated. The contractor has been selected to build the casino. The Bureau of
Indian Affairs has indicated that they are prepared to accept the land in trust
and approve the casino agreements between Lakes Gaming and the Pokagon Band of
Potawatomi upon a favorable outcome in the legal action between Taxpayers of
Michigan Against Casinos (T.O.M.A.C.) versus the Bureau of Indian Affairs. Until
there is a favorable outcome to this legal action, no timetable for the opening
of the casino can be determined. The Company expects an eventual favorable
outcome and opening of a casino in New Buffalo, Michigan.

         On June 21, 2001, the Company received notice of an assessment from the
Tunisian Department of Finance for an amount totaling 4.6 million dinars ($3.24
million U.S. equivalent, based on exchange rate on December 15, 2001). This is
related to unpaid gaming tax, a slot tax assessment, and an adjusted income tax
assessment. The Company has retained the services of a Tunisian tax attorney,
who is in the process of appealing this assessment. Based on the tax attorney's
review, approximately $3.1 million dinars ($2.18 million U.S. equivalent, based
on exchange rate on December 15, 2001) of this assessment relates to Tunisian
statutory regulations, which require businesses to maintain original transaction
documents for Tunisian tax purposes. Samara confiscated the majority of Casino
Caraibe's financial operating and reporting records last December 2000, which
records tracked both loans from the Company to its 85%-owned subsidiary, CRC of
Tunisia as well as purchases made by the Company of equipment, furniture and
fixtures for the sole benefit of CRC of Tunisia, beginning in 1997. Thus, our
tax attorney has recommended CRC of Tunisia operation reserve 1.5 million dinars
($1.0 million U.S. equivalent, based on exchange rate on December 15, 2001) to
satisfy this assessment. $1,074,499 has been accrued for Tunisian slot taxes.
Based on the advice of former counsel, the Company's position was that it was
not subject to a tax on slot revenue under Tunisian gaming law.

         During fiscal 2001, capital expenditures totaled $16,120 compared to
$105,764 for fiscal 2000. Capital expenditures in fiscal 2001 consisted
principally of computer equipment for the corporate office and its subsidiaries.

SEASONALITY

         The casino in Tunisia is subject to seasonal factors as the period from
October to April is considered the slow tourist season.

IMPACT OF INFLATION

         Management of the Company does not believe that inflation has had any
significant effect on the Company's financial condition or results of operations
for the periods presented. However, an increase in the rate of inflation could
adversely affect the Company's future operations and financial condition.


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<PAGE>

FOREIGN CURRENCY TRANSACTIONS

         The Company's transactions with respect to its casino venture in
Tunisia will be in dinars. As such, there are all the risks that pertain to
fluctuations in foreign exchange rates and potential restrictions or costs
associated with the transfer of funds to the United States.

Forward-Looking Statements:

         The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by or on behalf of
the Company. The Company and its representatives may from time to time make
written or oral statements that are "forward-looking," including statements
contained in this report and other filings with the Securities and Exchange
Commission and in reports to the Company's stockholders. Management believes
that all statements that express expectations and projections with respect to
future matters, including but are not limited to, those relating to expansion,
acquisition, the sale of assets and business segments and other development
activities, dependence on existing management, leverage and debt service,
domestic or global economic conditions (including sensitivity to fluctuations
foreign currencies), changes in federal or state tax laws or the administration
of such laws, changes in gaming laws or regulations (including legalization of
gaming in certain jurisdictions) and the requirement to apply for licenses and
approvals under applicable jurisdictional laws and regulations (including gaming
laws and regulations) are forward-looking statements within the meaning of the
Act. These statements are made on the basis of management's views and
assumptions, as of the time the statements are made, regarding future events and
business performance. There can be no assurance, however, that management's
expectations will necessarily come to pass.

RESTATEMENT

For purposes of this Form 10-KSB/A, and in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, each item of the September 30, 2001
Form 10-KSB as originally filed on December 28, 2001 that was affected by the
restatement has been amended and restated in its entirety. No attempt has been
made in this Form 10-KSB/A to modify or update other disclosures as presented in
the original Form 10-KSB except as required to reflect the effects of the
restatement.








                                       10
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                          Index to Financial Statements



         Independent Auditors' Report 2001............................      12

         Consolidated Financial Statements
           Balance Sheets.............................................      13
           Statements of Operations...................................      14
           Statements of Stockholders' Equity.........................      15
           Statements of Cash Flows...................................      16
           Notes to Consolidated Financial Statements.................   17-35







                                       11
<PAGE>


CIRO E. ADAMS, CPA
2 BARRY DRIVE
P.O. BOX 306
MANTUA, NJ 08051-0306
856-468-7300
                                December 12, 2001
              (except as to Note 21, which is as of March 29, 2002)


                          Independent Auditor's Report



To the Shareholders and Board of Directors
BounceBackTechnologies.com, Inc.
707 Bienville Boulevard
Ocean Springs, MS 39564

I have audited the accompanying consolidated balance sheets of
BounceBackTechnologies.com, Inc. (a Minnesota corporation) and subsidiaries as
of September 30, 2001 and 2000, and the related consolidated statements of
operations, cash flows and changes in stockholders' equity for the years then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I plan and perform
the audit 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. I believe that my audits provide a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of
BounceBackTechnologies.com, Inc. and subsidiaries as of September 30, 2001 and
2000, and the consolidated results of their operations and their cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.




                                                 Ciro E. Adams
                                                 Certified Public Accountant



                                       12
<PAGE>

                                            BOUNCEBACKTECHNOLOGIES.COM, INC.
                                               CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                        ASSETS                      September 30,      September 30,
                                                                                        2001                2000
                                                                                    --------------     ---------------
                                                                                    (As Restated)      (As Restated)
Current assets:
<S>                                                                                 <C>                    <C>
     Cash and cash equivalents ..................................................   $  1,863,359           $    509,374
     Accounts receivable - net ..................................................         90,463                466,754
     Inventory ..................................................................         57,047                 33,909
     Prepaid expenses ...........................................................         95,818                250,017
     Net assets for sale - entertainment ........................................           --                  505,274
                                                                                    ------------           ------------
               Total current assets .............................................      2,106,687              1,765,328

Deferred income taxes ...........................................................      1,510,311                   --
Property and equipment - net ....................................................        996,931              1,388,548
Goodwill, net ...................................................................         22,900                458,300
Other receivable ................................................................        600,000                   --
Notes receivable - related parties, net .........................................        149,948                244,145
Other assets ....................................................................         30,287                 24,201
                                                                                    ------------           ------------
                         Total assets ...........................................   $  5,417,064           $  3,880,522
                                                                                    ============           ============

                                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable ...........................................................   $    337,765           $    420,656
     Current maturities of long-term debt .......................................         76,841                390,342
     Accrued gaming tax .........................................................      1,074,499                620,483
     Accrued expenses and other liabilities .....................................        447,913                732,504
     Deferred income taxes ......................................................         10,311                   --
                                                                                    ------------           ------------
               Total current liabilities ........................................      1,947,329              2,163,985

Long-term debt, less current maturities .........................................           --                  750,351
Advance deposit .................................................................      2,000,000              2,000,000
Minority interest ...............................................................           --                  (82,602)
Stockholders' equity:
     Preferred stock, 8% cumulative, $.01 par value; 5,000,000 shares authorized;
          none issued and outstanding ...........................................           --                     --
     Common stock, $.01 par value; 30,000,000 shares authorized; 12,487,871
          and 12,461,258 issued and outstanding for 2001 and 2000................        113,879               113,613
     Additional paid-in capital .................................................     23,165,749             23,155,247
     Retained earnings ..........................................................    (21,809,893)           (24,227,797)
     Accumulated comprehensive income ...........................................           --                    7,725
                                                                                    ------------           ------------
               Total stockholders' equity .......................................      1,469,735               (951,212)
                                                                                    ------------           ------------
                         Total liabilities and stockholders' equity..............   $  5,417,064           $  3,880,522
                                                                                    ============           ============



                 The accompanying notes are an integral part of these consolidated financial statements

</TABLE>

                                                           13
<PAGE>

                                      BOUNCEBACKTECHNOLOGIES.COM, INC.
                                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                               For the Year Ended
                                                                        -----------------------------------
                                                                        September 30,         September 30,
                                                                            2001                   2000
                                                                        ------------           ------------
                                                                        (As restated)
Operating Revenues:
<S>                                                                     <C>                    <C>
     Gaming segment ..........................................          $  3,086,514           $  3,259,814
     Technology sales ........................................               273,581                486,499
     Management fees .........................................                  --                   25,714
                                                                        ------------           ------------
          Total revenue ......................................             3,360,095              3,772,027
Operating Expenses:
     Gaming cost of sales ....................................               310,974                362,874
     Gaming selling, general and administrative expenses .....             3,528,316              3,648,437
     Technology cost of sales ................................               170,098                439,326
     Technology selling, general and administrative expenses .               544,858                458,932
     Corporate selling, general and administrative expenses ..             2,144,391              2,514,402
     Reversal of doubtful allowance ..........................              (600,000)                  --
                                                                        ------------           ------------
          Total operating expenses ...........................             6,098,637              7,423,971
                                                                        ------------           ------------
Operating loss ...............................................            (2,738,542)            (3,651,944)
Other Income and Expenses:
     Other income ............................................                14,832                 56,366
     Interest income .........................................                19,170                 43,769
     Interest expense ........................................               (27,121)              (212,486)
                                                                        ------------           ------------
          Total other income and expenses ....................                 6,881               (112,351)
                                                                        ------------           ------------

Loss before minority interest ................................            (2,731,661)            (3,764,295)
     Minority interest .......................................                  --                   82,602
                                                                        ------------           ------------
Loss before income taxes .....................................            (2,731,661)            (3,681,693)
     Income tax benefit ......................................             2,794,641                   --
                                                                        ------------           ------------
Net Income (Loss) - Operating ................................                62,980             (3,681,693)
                                                                        ------------           ------------

Discontinued Operations:
     Income from entertainment segment, net of taxes of
         $246,504 and $0 in 2001 and 2000 ....................               454,431              1,526,663
     Gain on sale of entertainment segment, net of taxes of
         $1,048,137 and $0 in 2001 and 2000 ..................             1,900,493              1,300,000
                                                                        ------------           ------------
Net income - Discontinued Operations .........................             2,354,924              2,826,663
Extraordinary item - Gain on early extinguishment of debt ....                  --                  438,642
                                                                        ------------           ------------
Net income (loss) ............................................          $  2,417,904           $   (416,388)
                                                                        ============           ============

Net income (loss) per Share - Basic and Diluted
     Operating income (loss) .................................          $       0.01           $      (0.30)
     Discontinued operations .................................                  0.19           $       0.23
     Extraordinary item - gain on early extinguishment of debt                  --             $       0.04
                                                                        ------------           ------------
Net Income (Loss) Per Share ..................................          $       0.20           $      (0.03)
                                                                        ============           ============

     Weighted average common shares outstanding ..............            12,474,830             12,261,958



           The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                                     14
<PAGE>


<TABLE>
<CAPTION>
                                                  BOUNCEBACKTECHNOLOGIES.COM, INC.
                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY



                                                  Shares of                      Additional                          Accumulated
                                                   Common          Common          Paid-in           Retained       Comprehensive
                                                    Stock           Stock          Capital           Deficits          Income
                                               ---------------- -------------- ----------------  ----------------------------------
                                                 (As Restated)                                     (As Restated)
<S>                                              <C>            <C>              <C>              <C>               <C>
Balance, October 1, 1999 ...................       11,531,880     $    104,319     $ 22,953,761     $(23,811,409)     $    (20,958)
     Common stock issued on conversion of
          debentures .......................          629,378            6,294          144,486                -                 -
     Options issued on conversion of
          debentures .......................                -                -            9,000                -                 -
     Common stock issued ...................          300,000            3,000           48,000                -                 -
     Foreign currency translation adjustment                -                -                -                -            28,683
     Net income ............................                -                -                -         (416,388)                -
                                                 ------------     ------------     ------------     ------------      ------------
Balance, September 30, 2000 ................       12,461,258     $    113,613     $ 23,155,247     $(24,227,797)     $      7,725

     Common stock issued ...................           26,613              266           10,502                -                 -
     Foreign currency translation adjustment                -                -                -                -            (7,725)
     Net income ............................                -                -                -        2,417,904                 -
                                                 ------------     ------------     ------------     ------------      ------------
Balance, September 30, 2001 ................       12,487,871     $    113,879     $ 23,165,749     $(21,809,893)              $ -
                                                 ============     ============     ============     ============      ============


                       The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                                                 15
<PAGE>


                              BOUNCEBACKTECHNOLOGIES.COM, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                     For the Year Ended
                                                               ----------------------------
                                                              September 30,     September 30,
                                                                   2001             2000
                                                               -----------      -----------
Operating Activities:                                         (As Restated)
<S>                                                            <C>              <C>
Net income (loss) ........................................     $    62,980      $(3,681,693)
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization .......................         429,313          372,991
     Deferred income taxes ...............................      (1,500,000)               -
     Provisions for doubtful accounts ....................           5,640           98,977
     Amortization of discount upon conversion
          of convertible debentures ......................          36,687                -
     Minority interest ...................................          82,602          (82,602)
     Other receivable ....................................        (600,000)               -
     Net change in long term accounts ....................               -                -
     Net change in working capital accounts ..............         538,551          277,016
                                                               -----------      -----------
Net cash provided by (used in) operating activities ......        (944,227)      (3,015,311)

Investing activities:
Purchase of property and equipment .......................         (16,121)        (105,763)
Decrease (increase) in due to related party ..............         137,806          166,327
                                                               -----------      -----------
Net cash provided by investing activities ................         121,685           60,564

Financing Activities:
Short-term borrowings ....................................         400,000           65,000
Repayment of short-term borrowings .......................        (400,000)               -
Repayments of long term debt .............................      (1,100,539)      (1,164,932)
Common stock issued for compensation of employee .........          10,768           51,000
                                                               -----------      -----------
Net cash used in financing activities ....................      (1,089,771)      (1,048,932)
                                                               -----------      -----------
Cash flows used in operations ............................      (1,912,313)      (4,003,679)
                                                               -----------      -----------

Cash flows from discontinued operations:
Entertainment segment ....................................       3,266,298        3,350,634
                                                               -----------      -----------
Net cash provided by discontinued operations .............       3,266,298        3,350,634
                                                               -----------      -----------

Net increase (decrease) in cash ..........................       1,353,985         (653,045)
Cash at beginning of period ..............................         509,374        1,162,419
                                                               -----------      -----------
          Cash at end of period ..........................     $ 1,863,359      $   509,374
                                                               ===========      ===========

Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest expense .........................     $    43,635      $   136,411
  Cash paid for income taxes .............................     $    65,371      $         -

Disclosure of non-cash financing and investing activities:
  Common stock issued on conversion of debentures ........     $         -      $   150,780

   The accompanying notes are an integral part of these consolidated financial statements
</TABLE>



                                             16

<PAGE>


BounceBackTechnologies.com, Inc. and Subsidiaries
Notes to Consolidated Financial Statements



Note 1 - Restatement

         As more fully described below, the restatement relates to the following
items: 1. To reclassify an advance payment received on a management contract as
an advance payment and not deferred revenue. 2. To correct the accounting
treatment of deferred costs related to the management contract. 3. To remove a
contingent liability and related goodwill from the balance sheet related to the
acquisition of the assets of Raw Data, Inc. 4. To provide a reconciliation of
assets and income of the business segments of the Company. 5. To include
outstanding shares of common stock held in escrow as collateral as part of
Stockholders' Equity. 6. To add a subsequent event footnote regarding Harrah's
litigation occurring on March 22, 2002 and the litigation affecting the opening
of the Michigan casino occurring on March 29, 2002.

     1.   In December 1998, the Company entered into a Memorandum of
          Understanding to form a joint venture with Lakes Gaming, Inc.,
          (NASDAQ: LACO), for the purpose of pursuing a management and
          development agreement to develop one or more casinos on behalf of the
          Pokagon Band of Potawatomi Indians in southwestern Michigan and
          northern Indiana. A subsequent agreement terminating the joint venture
          called for the payment by Lakes Gaming, Inc. to the Company of fees
          equating to $12.4 million over five years once the Michigan casino
          opens and an advance payment of $2 million of those fees was received
          by the Company on August 31, 1999. This subsequent agreement requires
          the Company to return the advance payment after five years if the
          casino has not opened. The Company classified this advance payment as
          deferred revenue on its originally filed financial statements.
          Although no timetable for the opening of the casino is currently
          determinable, certain facts and circumstances indicate to the Company
          that the casino will open before August 2004 and the advance payment
          may not need to be returned. Consequently, the Company has
          reclassified the receipt of these fees as an advance payment in these
          restated financial statements on its balance sheet in lieu of the
          previous classification as deferred revenue to clarify that this
          advance payment may need to be returned if the casino does not open by
          August 2004.

     2.   When certain facts and circumstances indicated to the Company that the
          Michigan casino would open, the Company restored development costs
          related to its ventures with the Pokagon Indians and the building of
          their Michigan casino previously reserved for on its balance sheet.
          Having further reviewed these costs, the Company now believes that the
          subsequent reversal of a previously recognized impairment reserve is
          prohibited under Statement of Financial Accounting Standards No. 142,
          "Goodwill and Other Intangible Assets". Consequently, the impairment
          reserve of these development costs has not been restored in these
          restated financial statements.

     3.   On December 31, 1999, the Company purchased all the assets of Raw Data
          Corp. for $85,000 cash at closing and a non-interest bearing note for
          $65,000 due when and if the New Company, BounceBackMedia.com, Inc.,
          reached $8,000,000 in revenue on a cumulative basis within a two year
          period. The Company recorded the contingent liability of $65,000 and
          $146,500 in goodwill on its balance sheet at the time of purchase.
          Having further reviewed the original projections of this purchase, the
          Company now believes that the recognition of this contingent liability
          did not meet the conditions to accrue a contingent liability as
          defined in Statement of Financial Accounting Standards No. 5,
          "Accounting for Contingencies". Consequently, the contingent liability
          and the related goodwill have been removed from the Company's balance
          sheet in these restated financial statements.

     4.   On its originally filed financial statements, the Company provided
          business segment information on the face of its income statement and
          in footnote disclosures. After further review, the Company now
          believes that additional reconciliations of revenues, income and
          assets of its business segments to the Company's consolidated
          revenues, income and assets are required under Statement of Financial
          Accounting Standards No. 131, "Disclosures about Segments of an
          Enterprise and Related Information". Consequently, the Company is
          providing these reconciliations in footnote disclosures to the
          financial statements in these restated financial statements.


                                       17
<PAGE>

     5.   On its originally filed financial statements, the Company included
          outstanding shares of common stock held in escrow as collateral for
          outstanding debt in its earnings per share calculation, however, the
          Company did not include these same shares in its Statement of
          Stockholders' Equity since the shares would subsequently be canceled
          upon payoff of the outstanding debt. The Company now believes this
          treatment was inconsistent. Consequently, the Company has now included
          these shares in its Statement of Stockholders' Equity in these
          restated financial statements.

     6.   Since the Company's original filing of its financial statements on
          December 28, 2001, there has been a significant development in the
          Harrah's and TOMAC litigation. The Company has detailed these events
          in a subsequent event footnote in these restated financial statements.

     As a result, the Company's consolidated financial statements as of
September 30, 2001, have been restated from amounts previously reported. A
summary of the principle effects of the restatement is as follows: (Please note:
those line items for which no change in amounts are shown were not affected by
the restatement.)


<TABLE>
<CAPTION>
                                                                          2001
                                                       2001            As Previously
                                                    As Restated          Reported
                                                    ------------      ------------
<S>                                                 <C>               <C>
Current assets ................................     $  2,106,687      $  2,106,687
Other assets ..................................        3,310,377         4,431,868
                                                    ------------      ------------
                                                    ------------      ------------
  Total assets ................................     $  5,417,064      $  6,538,555
                                                    ============      ============

Current liabilities ...........................     $  1,947,329      $  2,012,329
Other liabilities .............................        2,000,000         2,000,000
Stockholder's equity ..........................        1,469,735         2,526,226
                                                    ------------      ------------
  Total liabilities and Stockholder's equity ..     $  5,417,064      $  6,538,555
                                                    ============      ============


                                                                            2001
                                                        2001            As Previously
                                                     As Restated          Reported
                                                    ------------      ------------

Operating revenues ............................     $  3,360,095      $  3,360,095
Operating expenses ............................        6,098,637         5,042,146
                                                    ------------      ------------
Operating loss ................................       (2,738,542)       (1,682,051)
Other income and expenses .....................            6,881             6,881
                                                    ------------      ------------
    Loss before minority interest .............       (2,731,661)       (1,675,170)
Minority interest .............................                -                 -
                                                    ------------      ------------
    Loss before income taxes ..................       (2,731,661)       (1,675,170)
Provision for income taxes ....................        2,794,641         2,794,641
                                                    ------------      ------------
       Net income - Operating .................     $     62,980      $  1,119,471

     Net income - Discontinued ................        2,354,924         2,354,924
                                                    ------------      ------------

          Net income (loss) ...................        2,417,904         3,474,395
                                                    ============      ============

Net income (loss) per Share - Basic and Diluted
     Operating income (loss) ..................     $       0.01      $       0.09
     Discontinued operations ..................             0.19      $       0.19
                                                    ------------      ------------
Net Income (Loss) Per Share ...................     $       0.20      $       0.28
                                                    ============      ============

     Weighted average common shares outstanding       12,474,830        12,296,720

</TABLE>

                                       18
<PAGE>

Note 2 - Business

         BounceBackTechnologies.com, Inc. (the "Company") is a Minnesota
corporation organized in 1969. The Company and subsidiaries is engaged in the
e-commerce industry focusing on marketing, sales and business solutions to the
Internet and e-commerce industries. While the Company's gaming segment operates
a casino through its 85%-owned subsidiary, CRC of Tunisia, S.A., in Sousse,
Tunisia, North Africa. The Company's ticker symbol for its Common Stock is
"BBTC" and the Common Stock is traded on the NASD OTCBB.

         Prior to January 4, 2000, the Corporation conducted its business under
the name of Casino Resource Corporation. The name change reflects the Company's
intent to focus on marketing, sales and business solutions to the Internet and
e-commerce industries.

         Through its 80%-owned subsidiary, BounceBackMedia.com, Inc., the
Company is engaged in marketing e-commerce business-to-business solutions. The
Company acquired all of the assets of Raw Data Inc., a privately owned
California company, focused on the development, sales and distribution of
e-commerce business solutions through direct advertising of mini CDs used by
business and consumers to link potential customers to web sites and e-commerce
centers. Upon the acquisition on December 31, 1999, the Company changed the name
of its new 80%-owned subsidiary to BounceBackMedia.com, Inc.
BounceBackMedia.com, Inc., a Nevada corporation, was headquartered in Fresno,
California until June 18, 2001. On this date, BBM moved its headquarters to
Ocean Springs, Mississippi to reduce the general and administrative overhead
expense and take advantage of a highly competitive business resource
marketplace.

         The Company, through its 85%-owned subsidiary, CRC of Tunisia, S.A.,
leases and operates a casino and 500-seat theatre in Sousse, Tunisia, North
Africa. The 42,000-square foot casino resort, which opened October 18, 1997, has
over 10,000 square feet of gaming space with approximately 281 slot machines and
21 table games. CRC of Tunisia also operates a gourmet restaurant, gift shop and
additional food and bar service on the property.

Note 3 - Summary of Significant Accounting Policies

Basis of Presentation. The consolidated financial statements include the
accounts and operations of BounceBackTechnologies.com, Inc. and its subsidiaries
(collectively, the "Company" or "BBT"). All material intercompany balances and
transactions have been eliminated.

Continuing Operations. The Company reported in September 1999 its decision to
sell its interest in the Tunisian casino and leave the gaming industry. The
Company commenced negotiations to sell its 85% interest in CRC of Tunisia, S.A.
to Samara Casino Company, the lessor of the Casino Caraibe property. The
negotiations failed and no final sales agreement was reached. The Company has
maintained full business operation of Casino Caraibe throughout the proposed
sale transaction. As there is no other prospective purchaser the operating
results of CRC of Tunisia, S.A. previously reported as discontinued operations
in fiscal 2000 have been reclassified and reported as continuing operation
through fiscal 2001.

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

Cash. Holdings of highly liquid investments with maturities of three months or
less when purchased are considered to be cash equivalents.




                                       19
<PAGE>

Note 3 - Summary of Significant Accounting Policies (Continued)

Revenue and Promotional Allowances. Casino revenues represent the net win from
gaming activities. Net win is the difference between gaming wins and losses.

Net revenues do not include the retail amount of food, beverage and other items
provided gratuitously to customers. These amounts, which are included in
promotional allowances, totaled $187,994 for fiscal 2001 and $154,785 for fiscal
2000. The estimated cost of providing such complimentary services, which is
included in gaming cost of sales, was $93,997 for fiscal 2001 and $77,393 for
fiscal 2000.

Advertising Costs. Advertising costs were expensed as incurred by the gaming
segments. Advertising expense for fiscal year 2001 and 2000 was $64,408 and
$57,889.

Long-lived Assets. The Company periodically evaluates the carrying value of
long-lived assets to be held and used, including goodwill in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
(SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations, including related goodwill when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amounts. In that event, a
loss is recognized based on the amount by which the carrying amount exceeds the
fair market value of the long-lived assets. Loss on long-lived assets to be
disposed of is determined in a similar manner, except that fair market values
are reduced for the cost of disposal.

Fair Value of Financial Instruments. The carrying amounts reported in the
balance sheet for cash, accounts receivable, accounts payable, payroll taxes
payable and convertible notes payable are considered to be representative of
their respective fair values due to their short-term nature.

Inventories. Inventories, consisting primarily of materials to manufacture mini
CDs, are stated at the lower of cost or market using the first in, first out
method.

Property and Equipment. Property and equipment are carried at cost. Depreciation
is provided principally on the straight-line method over the estimated useful
lives of the assets. Betterments and large renewals which extend the life of the
asset are capitalized whereas maintenance and repairs and small renewals are
expended as incurred.

Revenue Recognition. Technology sales are product sales for cash and on normal
credit terms of 90 days or less. Generally, sales are recorded when the products
are shipped to the customer. Management fees are recognized ratably over the
period of the management contract. Casino revenues represent the net win from
gaming activities. Net win is the difference between gaming wins and losses.

Income Taxes. Income taxes are accounted for utilizing the asset and liability
method. Under this method, deferred income taxes are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using presently enacted tax rates and regulations. Future tax
benefits, such as net operating loss carryforwards, are recognized to the extent
that realization of such benefits are more likely than not.

Net Income Per Share. Net income (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding during
the period. Diluted net income (loss) per share is computed by dividing net
income (loss) by the sum of weighted average number of common shares outstanding
during the period plus common stock equivalents. Common stock equivalents are
shares assumed to be issued if the Company's outstanding stock option was
exercised. However, because of the market price of the stock during the year,
there was no effect on net income (loss) per share.



                                       20
<PAGE>


Note 3 - Summary of Significant Accounting Policies (Continued)

The following table sets forth the computation of basic and diluted earnings
(loss) per share:

<TABLE>
<CAPTION>
                                                                       September 30,       September 30,
                                                                           2001                2000
                                                                       --------------     --------------

Numerator: .......................................................     (As Restated)
<S>                                                                    <C>                <C>
     Operating income (loss) .....................................     $       62,980     $   (3,681,693)
     Discontinued operations .....................................          2,354,924          2,826,663
     Extraordinary item-Gain on early extinguishment of debt .....                  -            438,642
                                                                       --------------     --------------
     Net income (loss) ...........................................          2,417,904           (416,388)

     Numerator for basic earnings (loss) per share - income (loss)
          available to common stockholders .......................     $    2,417,904     $     (416,388)
     Effect of diluted securities ................................                  -                  -
                                                                       --------------     --------------
     Numerator for diluted earnings (loss) per share-
          income (loss) available to common stockholders after
               assumed conversions ...............................     $    2,417,904     $     (416,388)
                                                                       ==============     ==============

Denominator:
     Denominator for basic earnings per share -
          weighted - average shares ..............................         12,474,830         12,261,958
     Effect of dilutive securities
          Employee stock options .................................                  -                  -
                                                                       --------------     --------------
     Dilutive potential common shares ............................                  -                  -
                                                                       --------------     --------------
     Denominator for diluted earnings per share -
          adjusted weighted - average shares and
               assumed conversions ...............................         12,474,830         12,261,958
                                                                       ==============     ==============

     Basic earnings (loss) per share:
          Operating income (loss) ................................     $         0.01     $        (0.30)
          Discontinued operations ................................               0.19               0.23
          Extraordinary item-Gain on early extinguishment of debt                   -               0.04
                                                                       --------------     --------------
          Net income (loss) ......................................     $         0.20     $        (0.03)
                                                                       ==============     ==============

     Diluted earnings (loss) per share:
          Operating income (loss) ................................     $         0.01     $        (0.30)
          Discontinued operations ................................               0.19               0.23
          Extraordinary item-Gain on early extinguishment of debt                   -               0.04
                                                                       --------------     --------------
          Net income (loss) ......................................     $         0.20     $        (0.03)
                                                                       ==============     ==============

</TABLE>


Currency Translation. The Company accounts for currency translation in
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation." The Tunisian results are translated from Tunisian dinars
to US dollars. Certain fixed assets and intangibles are valued at historical
exchange rates, while other balance sheet accounts are translated at the
exchange rate in effect at each year-end. Income accounts are translated at the
average rate of exchange prevailing during the year.

Reclassifications. Certain reclassifications have been made to prior year
amounts to conform to the classifications used in the current year presentation.



                                       21
<PAGE>


Note 4 - Segment Information

Gaming Segment

         The Company, through its 85%-owned subsidiary, CRC of Tunisia, S.A.,
leases and operates a casino and 500-seat theatre in Sousse, Tunisia, North
Africa. The 42,000-square foot casino resort, which opened October 18, 1997, has
over 10,000 square feet of gaming space with approximately 281 slot machines and
21 table games. CRC of Tunisia also operates a gourmet restaurant, gift shop and
additional food and bar service on the property.

Technology Segment

Through its 80%-owned subsidiary, the Company acquired all of the assets of Raw
Data Inc. a privately owned California company focused on the development, sales
and distribution of e-commerce business solutions through direct advertising of
mini CD's used by business and consumers to link potential customers to web
sites and e-commerce centers. BounceBackMedia.com, Inc., commenced operations on
December 31, 1999 when it purchased all the assets of Raw Data Corp. for $85,000
cash, a non-interest bearing note for $65,000 due when and if
BounceBackMedia.com, Inc., reached $8,000,000 in revenue on a cumulative basis
within its first two years and 20% of BounceBackMedia.com, Inc., common stock.
The Company recognized $81,500 in goodwill. The $65,000 note payable was not
recorded since BounceBackMedia.com, Inc., achieving $8,000,000 in revenue on a
cumulative basis within its first two years is not probable.

         BBM's business strategy includes development of interactive promotional
messages delivered digitally through various storage media, including CD-Rom and
the Internet. The thrust of BBM's business to date has been derived from U.S.
companies who are desirous of testing mini CD-Rom products under various
application formats in smaller order increments ranging from 1,000 to 10,000
units.

         In order to attempt to stimulate BBM's business operations management
is expanding BBM's product line - services to include website development and
web hosting. BBM's strategy is geared to offering a comprehensive array of media
services, which the Company hopes will attract a broader mainstream customer
base of business clients. To that end, BBM is test marketing several integrated
communication packages at competitive rates.





                                       22
<PAGE>


Note 4 - Segment Information (Continued)

Summary

<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 2001       Gaming         Technology     Corp. & Other         Total
------------------------------------    --------------    ------------   --------------    --------------
<S>                                        <C>              <C>             <C>             <C>
Total Revenue ........................     $ 3,086,514      $   273,581                -      $ 3,360,095

Cost of sales ........................         310,974          170,098                -          481,072
Selling, general and .................               -
  administrative expenses ............       3,528,316          544,858                -        4,073,174
Corporate unallocated costs ..........               -                -        1,544,391        1,544,391
                                           -----------      -----------      -----------      -----------
Total Expenses .......................       3,839,290          714,956        1,544,391        6,098,637

Operating income (loss) ..............        (752,776)        (441,375)      (1,544,391)      (2,738,542)
Other income and expenses ............               -             (569)           7,450            6,881
                                           -----------      -----------      -----------      -----------

Income (loss) before minority inerest         (752,776)        (441,944)      (1,536,941)      (2,731,661)
Minority interest ....................               -                -                -                -
                                           -----------      -----------      -----------      -----------

Income (loss) before income taxes ....     $  (752,776)     $  (441,944)     $(1,536,941)     $(2,731,661)
Income tax benefit ...................               -                -        2,794,641        2,794,641
                                           -----------      -----------      -----------      -----------

Net income (loss) - operating ........        (752,776)        (441,944)       1,257,700           62,980
                                           ===========      ===========      ===========      ===========

As of September 30, 2001
Total assets .........................     $ 1,317,776      $   208,559      $ 3,890,729      $ 5,417,064
Total liabilities * ..................       8,167,603          980,910       (5,201,184)       3,947,329
Total equity .........................      (6,849,827)        (772,351)       9,091,913        1,469,735


* Includes intercompany payables and receivables which are eliminated in consolidation.

Fiscal Year Ended September 30, 2000       Gaming         Technology     Corp. & Other         Total
------------------------------------    --------------    ------------   --------------    --------------
Total Revenue ........................     $ 3,259,814      $   486,499      $    25,714      $ 3,772,027

Cost of sales ........................         362,874          439,326                -          802,200
Selling, general and .................               -
  administrative expenses ............       3,648,437          458,932                -        4,107,369
Corporate unallocated costs ..........               -                -        2,514,402        2,514,402
                                           -----------      -----------      -----------      -----------
Total expenses .......................       4,011,311          898,258        2,514,402        7,423,971

Operating income (loss) ..............        (751,497)        (411,759)      (2,488,688)      (3,651,944)
Other income and expenses ............               -           (1,250)        (111,101)        (112,351)
                                           -----------      -----------      -----------      -----------

Income (loss) before minority interest        (751,497)        (413,009)      (2,599,789)      (3,764,295)
Minority interest ....................               -                -           82,602           82,602
                                           -----------      -----------      -----------      -----------

Income (loss) before income taxes ....        (751,497)        (413,009)      (2,517,187)      (3,681,693)
Income tax benefit ...................               -                -                -                -
                                           -----------      -----------      -----------      -----------
Net income (loss) - operating ........     $  (751,497)     $  (413,009)     $(2,517,187)     $(3,681,693)
                                           ===========      ===========      ===========      ===========

As of September 30, 2000
Total assets .........................     $ 1,902,800      $   259,540      $ 1,718,182      $ 3,880,522
Total liabilities * ..................       7,512,126          672,549       (3,352,941)       4,831,734
Total equity .........................      (5,666,691)        (413,009)       5,128,488         (951,212)

* Includes intercompany payables and receivables which are eliminated in consolidation.



</TABLE>



                                       23
<PAGE>


Note 5 - Gain on Sale of Entertainment Segment

         On January 25, 2001, the Company entered into an Asset Purchase
Agreement with On Stage Entertainment, Inc. ("On Stage") to sell the Company's
assets relating to the Country Tonite Theatre in Branson, Missouri, and the
Country Tonite Production Show for $3.8 million. On January 31, 2001, the
Company closed the sale transaction with On Stage and received $350,000 in cash,
a secured short term 10% interest-bearing note for $650,000, of which $150,000
was paid February 15, 2001 and $500,000 which was paid on March 15, 2001. The
balance of $2,800,000 was secured with a 10% interest-bearing promissory note
due July 31, 2001, which was paid in full. (The sale does not include the
licensing agreement with Country Tonite Theatre Pigeon Forge, Tennessee.
See last paragraph below.)


Gross Proceeds ................................     $3,800,000
     Less:
     Basis of Assets and Production Rights Sold        628,431
     Commission paid on sale to related party .        195,000
     Expenses of Sale .........................         27,939
     Income Tax ...............................      1,048,137
                                                    ----------
Gain on Sale of Entertainment Segment .........     $1,900,493
                                                    ==========


         Because the Company realized a gain on its sale of the entertainment
segment, the Company will recognize the tax benefit of previous unrecognized net
operating losses carry forward (net operating losses were previously
unrecognized due to uncertainty of future income). The tax benefits recognized
on this transaction are $1,048,137. At September 30, 2001, the Company has
remaining unrecognized net operating loss carry forwards of approximately
$9,293,000 for federal and state tax purposes that begin to expire in 2009.

         Prior to 1999, the Company owned a 60% interest in a joint venture,
Country Tonite Theatre, LLC, which operated a theatre for the show in Pigeon
Forge, Tennessee. The Company sold its interest to the minority partner,
Burkhart Ventures, LLC, on December 31, 1998. Country Tonite Theatre, LLC
continued to contract CTE to produce the Show through April 20, 2000. On April
20, 2000, CTE granted a partnership related to Burkhart Ventures, LLC, Country
Tonite Theatre/ Pigeon Forge, a license to produce the Country Tonite show
within a 150-mile radius, excluding Nashville, Tennessee, for a 40-year term.
The partnership, Country Tonite Theatre/ Pigeon Forge, agreed to pay CTE $1.3
million for the license. Country Tonite Theatre/ Pigeon Forge paid the Company
in April 2000, $900,000 in cash and the balance of $400,000 was to be paid at a
rate of $50,000 each December 31, which began December 31, 2000. By agreement
between Country Tonite Theatre/ Pigeon Forge and the Company, Country Tonite
Theatre/ Pigeon Forge satisfied the balances due the Company of $249,607 in full
by making the negotiated payment of $200,000 on April 6, 2001. The Company
recognized a loss of $28,607 in the quarter ended March 31, 2001.

Note 6 - Comprehensive Income

         Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
Reporting Comprehensive Income, requires that the Company disclose comprehensive
income and its components. The objective of SFAS 130 is to report a measure of
all changes in equity of a company that result from transactions and other
economic events of the period other than transactions with stockholders.
Comprehensive income is the total of net income and all other non-stockholder
changes in equity ("Accumulated Comprehensive Income").

         The Company has recorded currency translation adjustments of $(7,724)
and $28,683 in 2001 and 2000 as Accumulated Comprehensive Income in the
accompanying financial statements.



                                       24
<PAGE>


Note 7 - Accounts Receivable, Net

Corporate & Other

                                         Fiscal Year Ended
                                 ----------------------------------
                                    September 30,  September 30,
                                        2001          2000
                                      -------       -------
Accounts receivable - employees ...    26,056        71,615
Accounts receivable - other .......    10,105        26,574
                                      -------       -------
Total accounts receivable, net ....   $36,161       $98,189
                                      =======       =======


Gaming Segment

                                          Fiscal Year Ended
                                  ----------------------------------
                                     September 30,   September 30,
                                         2001           2000
                                       --------       --------
Accounts receivable - trade ........   $ 33,209       $ 89,692
  Allowance for doubtful accounts...          -              -
                                       --------       --------
Net accounts receivable - trade ....     33,209         89,692

Accounts receivable - employees ....     10,374         46,930
Accounts receivable - other ........          -        209,000
                                       --------       --------
Total accounts receivable, net .....   $ 43,583       $345,622
                                       ========       ========


Bad debt expense was $0 and $0 in 2001 and 2000, respectively.

Technology Segment

                                             Fiscal Year Ended
                                    --------------------------------
                                      September 30,    September 30,
                                          2001            2000
                                       --------        --------
Accounts receivable - trade ........   $ 15,893        $ 21,443
  Allowance for doubtful accounts...     (5,640)              -
                                       --------        --------
Net accounts receivable - trade ....     10,253          21,443

Accounts receivable - employees ....        466           1,500
Accounts receivable - other ........          -               -
                                       --------        --------
Total accounts receivable, net .....   $ 10,719        $ 22,943
                                       ========        ========


         Bad debt expense was $14,884 and $4,223 in 2001 and 2000, respectively.
Substantially all of the Company's accounts receivable are with companies for
whom products were shipped. However, concentrations of credit risk are limited
due to the number of the Company's clients as well as their dispersion across
many different geographical regions.


                                       25
<PAGE>


Note 8 - Inventory

         Inventory consists of:

                             Fiscal Year Ended
                       -----------------------------
                       September 30,   September 30,
                           2001           2000
                          -------       -------
BBM:
     Work in process....  $28,350       $     -
     Supplies ..........    6,131        12,149
                          -------       -------
                           34,481        12,149
CRC of Tunisia:
     Beverage ..........   22,566        21,760
                          -------       -------
                          $57,047       $33,909
                          =======       =======

Note 9 - Property and Equipment

         Corporate & Other The Company rents its corporate office in Ocean
Springs, MS, pursuant to a 5-year lease, which expires in 2002, at a cost of
$5,500 per month.

         Depreciation expense for property and equipment for the years ended
September 30, 2001 and September 30, 2000 totaled $32,684 and $34,460.

                                        Fiscal Year Ended
                                   -------------------------------
                                    September 30,    September 30,
                                       2001             2000
                                     ---------        ---------
Buildings and improvements ...       $ 239,517        $ 239,517
Equipment ....................         177,202          175,904
Furniture and Fixtures .......          76,863           76,863
                                     ---------        ---------
  Total Property and Equipment         493,582          492,284
Accumulated Depreciation .....        (257,578)        (224,894)
                                     ---------        ---------
Property and equipment, net ..       $ 236,004        $ 267,390
                                     =========        =========


Gaming Segment

                                             Fiscal Year Ended
                                   -----------------------------------
                                     September 30,       September 30,
                                        2001                2000
                                     -----------        -----------
Buildings and improvements ...       $ 1,140,536        $ 1,148,261
Gaming equipment .............         1,404,584          1,404,584
Equipment ....................             7,108                  -
Furniture and Fixtures .......                 -                  -
                                     -----------        -----------
  Total Property and Equipment         2,552,228          2,552,845
Accumulated Depreciation .....        (1,855,335)        (1,504,486)
                                     -----------        -----------
Property and equipment, net ..       $   696,893        $ 1,048,359
                                     ===========        ===========


         Depreciation expense for property and equipment for the years ended
September 30, 2001 and September 30, 2000 totaled $350,848 and $543,858.


                                       26
<PAGE>

Note 9 - Property and Equipment (Continued)

Technology Segment

                                        Fiscal Year Ended
                                 ----------------------------------
                                   September 30,    September 30,
                                       2001            2000
                                     --------        --------
Buildings and improvements ...       $      -        $      -
Gaming equipment .............              -               -
Equipment ....................         84,190          76,475
Furniture and Fixtures .......          3,500           3,500
                                     --------        --------
  Total Property and Equipment         87,690          79,975
Accumulated Depreciation .....        (23,656)         (7,176)
                                     --------        --------
Property and equipment, net ..       $ 64,034        $ 72,799
                                     ========        ========

         Prior to the relocation of BBM to Ocean Springs, Mississippi, the
Company leased its technology office and plant in Fresno, CA, under a two-year
lease agreement at a cost of $2,500 per month. The lease by mutual agreement
between landlord and Company will terminate on December 31, 2001.

         Depreciation expense for property and equipment for the years ended
September 30, 2001 and September 30, 2000 totaled $16,480 and $7,176.

Note 10 - Related Party Transaction

         Notes and advances receivable include notes and related interest due
from officers and stockholders totaling $149,948 and $244,145 at September 30,
2001 and 2000 at interest rates ranging from 6% to 11%. The notes mature from
October 1, 1999 to December 31, 2001.

Note 11 - Accrued Expenses and Other Liabilities

                                                 Fiscal Year Ended
                                        ------------------------------------
                                        September 30,        September 30,
                                             2001                2000
                                        ---------------     ----------------
Professional fees ......................   $  45,000        $  75,881
Payroll and payroll taxes...............     225,241          216,912
Interest ...............................         741              741
Sales tax ..............................         145              145
Insurance ..............................      20,936           77,367
Accrued rent ...........................     188,604          271,869
Other ..................................     (32,755)          89,590
                                           ---------        ---------
                                           $ 447,912        $ 732,505
                                           =========        =========

Note 12 - Credit Arrangements

         The Company has a line-of-credit arrangement with a regional bank,
which provides for borrowing up to $200,000 with interest at prime plus 1%. This
line-of-credit is secured by the accounts receivable of the Company and
personally guaranteed by the Company's CEO, John Pilger. At September 30, 2001
and 2000, there were no advances under the line-of-credit.

                                       27
<PAGE>


Note 13 - Long-Term Debt

                                                     Fiscal Year Ended
                                           ------------------------------------
                                            September 30,       September 30,
                                                2001                2000
                                           ----------------    ----------------
Debenture, 6% .............................     $        -       $  128,099
Debenture, zero, discounted at 6% .........              -          710,268
Note payable, zero, discounted at 9.5%.....              -          219,869
Mortgage payable, 11.5% ...................         76,841           82,457
                                                ----------       ----------
  Total debt ..............................         76,841        1,140,693
Less current obligation ...................         76,841          325,342
                                                ----------       ----------
  Total long-term debt ....................     $        -       $  815,351
                                                ==========       ==========



Long-term debt consists of the following:

Debenture, 6% and Debenture, zero, discounted at 6%. On December 31, 1999, the
Company and Roy Anderson Corporation agreed to amend and restate the debenture
agreement. The restated debenture agreement separated the remaining balance
outstanding of $1,028,553 as of December 31, 1999 into two debentures. The first
debenture was satisfied in full November 2000. The second debenture of $685,898
was payable in one lump sum at 6% fixed interest on December 31, 2001. Mandatory
prepayment conditions existed for the second debenture should the Company
complete its sale of discontinued operations, the sale or disposition of other
existing business assets or operations, the collection of any proceeds from
litigation or the collection of any payments from the Lakes Gaming agreement. In
addition, the Company granted Mr. Anderson an option to purchase 300,000 shares
of common stock to modify the original debenture. (These options were exercised
in May 2000.) The Company also posted 1,100,000 shares of common stock in escrow
as collateral. On August 2, 2001, upon receipt of the $2.8 million due from On
Stage (see note 4) the Company satisfied its obligation under the Second
Debenture with Roy Anderson Corporation with the payment of $752,748. Upon
receipt of this payment, Roy Anderson Corporation agreed to release from escrow
the 1.1 million shares of Company common stock held as collateral. This
cancellation reduced the total Company shares outstanding by 9.7% from
12,487,871 to 11,387,871.

Note payable, zero, discounted at 9.5%. In October 1999, the Company
renegotiated an agreement to restructure this debt in consideration for a cash
payment of $150,000 paid in November 1999 and a non-interest-bearing note of
$512,500 payable in monthly installments of $28,472 beginning December 1, 1999.
This note was discounted to an effective interest rate of 9.5%. This
restructuring resulted in a gain on the extinguishment of debt in the amount of
$374,642, which was recognized in the year ended September 30, 2000. This note
was satisfied in full during this fiscal year ended September 30, 2001.

Mortgage payable, 11.5%. Note payable, interest at 11.5%, collateralized by real
estate, payable in monthly installments of $1,245 with a final payment of
$72,842 due in June 2002.

Line of credit, 9.75%. The Company has a line-of-credit arrangement with a
regional bank, which provides for borrowing up to $200,000 with interest at
prime plus 1%. This line-of-credit is secured by the accounts receivable of the
Company and personally guaranteed by the Company's CEO, John Pilger. At
September 30, 2001 and 2000 there were no advances under the line-of-credit.




                                       28
<PAGE>

Note 13 - Long-Term Debt (Continued)

Annual maturities. As of September 30, 2001, annual maturities of long-term debt
are as follows:

             Year ending
             -----------
                     2002        $ 76,841
                     2003               -
                     2004               -
                     2005               -
                     2006               -
               Thereafter               -
                                ----------
                                 $ 76,841
                                ==========


Note 14 - Advance Deposit


         In December 1998, the Company entered into a Memorandum of
Understanding to form a joint venture with Lakes Gaming, Inc. (NASDAQ: LACO) for
the purpose of pursuing a management and development agreement to develop one or
more casinos on behalf of the Pokagon Band of Potawatomi Indians (the "Pokagon
Tribe") in southwestern Michigan and northern Indiana. In May 1999, the Company
and Lakes Gaming entered into a Conditional Termination Agreement ("Agreement")
to terminate the Memorandum of Understanding, in the event that the Pokagon
Tribe chose to enter into management and development agreements solely with
Lakes Gaming. In June 1999, Lakes Gaming was selected by the Pokagon Tribe to
negotiate a management and development agreement and on August 31, 1999, the
Pokagon Tribe ratified the Management and Development Agreement solely with
Lakes Gaming to build a Michigan casino. The "Condition" terminating the
"Agreement" was met and became effective. The terms of the "Agreement" call for
the payment by Lakes Gaming, Inc. to the Company of fees equating to $12.4
million over five years once the casino opens and the advance payment of $2
million of these fees received by the Company on August 31, 1999. The
"Agreement" requires the Company to return the advance after five years if the
casino has not opened.

         The Agreement with Lakes Gaming, Inc. contains additional fees the
Company can earn in the aggregate of $3.7 million contingent on certain events
that may occur, such as the Tribe building an additional casino in Indiana and
selecting Lakes Gaming as the manager, the location of the Indiana casino, and
other events. However, at this time, there is no plan by the Pokagon Indians to
pursue this additional casino.

         The Company is not scheduled to receive any further payments from Lakes
Gaming until the casino opens. Lakes Gaming commenced site development of the
Michigan casino in 2001, but there can be no assurances provided with respect to
timing of completion of the casino.

         No timetable for the opening of the casino is determinable. The compact
has been signed by the Governor, approved by the Michigan senate and House of
Representatives, and recognized as valid by the Secretary of the Interior. The
land for the casino has been purchased and site improvements initiated. The
contractor has been selected to build the casino. The Bureau of Indian Affairs
has indicated that they are prepared to accept the land in trust and approve the
casino agreements between Lakes Gaming and the Pokagon Band of Potawatomis upon
a favorable outcome in the legal action between Taxpayers of Michigan Against
Casinos (T.O.M.A.C.) versus the Bureau of Indian Affairs. Until there is a
favorable outcome to this legal action, no timetable for the opening of the
casino can be determined. The Company expects an eventual favorable outcome and
opening of a casino in New Buffalo, Michigan.



                                       29
<PAGE>

Note 15 - Lease Commitments

         The Company and its subsidiaries lease buildings and equipment under
non-cancelable operating lease agreements, which expire at various times through
the year 2005. These leases generally provide that the Company pay taxes,
insurance and maintenance related to leased assets.

         Casino Caraibe is leased pursuant to a revised lease agreement (with
two, three-year renewal options) dated June 6, 2000. The revised lease agreement
provides for an adjusted annual base rent of 480,000 dinars, which is
approximately US $338,266 based on the exchange rate at December 15, 2001, plus
value added taxes. In addition, a scaled variable rental fee is incurred when
gross gaming revenues exceed 125,000 dinars monthly. The Company also pays rent
on the Casino Theatre at the rate of 10% of theatre revenue with a minimum
payment due of one dinar (currently worth approximately US $.71, based on
exchange rate on December 15, 2001) per paying customer. CRC of Tunisia, S.A.
entered arbitration in Tunisia with the lessor on September 17, 2001 in order to
mediate a dispute between the casino and lessor. The Company contends the lessor
has inappropriately advanced itself $227,229, duplicated rent payments of
$210,294, and to date has been unwilling to treat these advances as prepaid rent
(See Legal Proceedings.)

         Total rent expense under operating leases was $646,893 and $741,810 in
2001 and 2000.

         At September 30, 2001, the Company was obligated non-cancelable
operating leases to make future minimum lease payments as follows:

Year ending
-----------
         2002  $   519,344
         2003      443,444
         2004      426,556
         2005      423,169
         2006      411,792
Thereafter         408,000
              -------------
               $ 2,632,306
              =============



Note 16 - Income Taxes

Income tax expense (benefit) consists of the following:

                               Fiscal Year Ended
                       ---------------------------------
                        September 30,       September 30,
                            2001                2000
                       ------------    -----------------
Currently payable:
  Federal ........               $ -        $       -
  State ..........                 -                -
                         -----------        ---------
Deferred:
  Federal ........        (2,445,311)               -
  State ..........          (349,330)               -
                         -----------        ---------
                         $(2,794,641)       $       -
                         ===========        =========



Income tax expense of discontinued operations is $1,294,641: tax on income from
operations $246,504; tax on gain from sale of entertainment segment $1,048,317.

                                       30
<PAGE>

Note 16 - Income Taxes (Continued)

Deferred tax assets and liabilities consist of the following:

                                     Fiscal Year Ended
                             ------------------------------------
                             September 30,       September 30,
                                  2001                2000
                             ---------------    -----------------
Deferred tax asset
     Net operating losses       $ 3,717,075        $ 5,776,000
     Valuation allowance         (1,819,049)        (5,776,000)
                                -----------        -----------
                                  1,898,026                  -

Deferred tax liabilities
     Depreciation expense            20,623                  -
     Deferred revenue ...           377,403                  -
                                -----------        -----------
                                    398,026                  -
    Less: current portion           (10,311)                 -
                                -----------        -----------
                                    387,715                  -
                                -----------        -----------
   Net deferred tax asset       $ 1,510,311                $ -
                                ===========        ===========

         A valuation allowance is provided to reduce the deferred tax assets to
a level, which, more likely than not, will be realized. The netting of deferred
assets and liabilities reflects management's estimate of the amount which will
be realized from future taxable income which can be predicted with reasonable
certainty.

         The Corporation has net operating losses carry-forward of approximately
$9,293,000 for Federal and state tax purposes that begin to expire in 2009.

Note 17 - Options and Awards

         Certain financial consultants to the Company received options in
December 1992 and January 1993 to acquire 87,500 shares of common stock as
consideration for services rendered. These options are fully vested and are
exercisable at $2.375 per share for 17,500 shares and at $0.75 per share for
70,000 shares. None of these options have been exercised to date.

         A former Company executive was granted options in September 1995, as
part of an employment termination arrangement, to acquire 50,000 shares of
common stock at an exercise price of $2.50 for 25,000 shares and $6.80 each for
25,000 shares. The aggregate options expire in September 2003 and none of the
options have been exercised to date.

         During 1997, certain individuals received 30,500 options as a condition
of employment and a consultant received 20,000 options.

         The Company has two active stock incentive plans. In July 1993, the
Company adopted a stock option plan (the "1993 Plan"), which was amended in
1995, and in April 1997, the Company's stockholders approved a separate stock
option plan (the "1997 Plan"). Both plans provide for the issuance of incentive
stock options at a purchase price approximating the fair market value of the
Company's common shares at the date of the grant (or 110% of such fair market
value in the case of substantial stockholders). The 1993 and 1997 Plans also
authorize the Company to grant nonqualified options, stock appreciation rights,
restricted stock and deferred stock awards. A total of 1,000,000 shares of the
Company's common stock have been reserved pursuant to the 1993 and 1997 Plans.
As of September 30, 2001, there were 357,300 options outstanding under the 1993
Plan and 74,867 shares available for grant under such plan and there were
528,833 options outstanding under the 1997 Plan and 0 shares available for grant
under such plan.



                                       31
<PAGE>


Note 17 - Options and Awards (Continued)

The following table summarizes information related to shares under option and
shares available for grant under the Note 16 Company's 1993 and 1997 Plans:

                                               Number of     Weighted Average
                                                Shares        Exercise Price
                                             ------------   ------------------
Options outstanding at September 30, 1999        938,633        $   1.48
  Granted ...............................         20,000            0.30
  Exercised, expired or forfeited .......        (48,000)           2.51
                                                --------        --------
Options outstanding at September 30, 2000        910,633        $   1.07
  Granted ...............................              -               -
  Exercised, expired or forfeited .......        (24,500)           1.97
                                                --------        --------
Options outstanding at September 30, 2001        886,133        $   1.04



The following table summarizes information about stock options under the
Company's 1993 and 1997 Plans outstanding at September 30, 2001.

<TABLE>
<CAPTION>
                                            Outstanding                        Exercisable
                          Number of      Weighted Average     Number of      Weighted Average
Range of Exercise Price    Shares         Exercise Price       Shares         Exercise Price
-------------------------------------    ------------------  ------------   -------------------
<S>                       <C>                <C>             <C>                 <C>
$0.31 - $0.62............. 487,500            $ 0.41          487,500             $ 0.41

1.00 - 1.94............... 269,333              1.62          269,333               1.62

2.00 - 2.375.............. 106,000              2.02          106,000               2.02

3.13 - 3.75...............  23,300              3.12           23,300               3.12

                         ------------    ------------------  ------------   -------------------
                           886,133            $ 1.04          886,133             $ 1.04
                         ============    ==================  ============   ===================
</TABLE>


         The Company applies APB No. 25, "Accounting for Stock Issued to
Employees", and related interpretations, in accounting for options. Under APB
Opinion 25, because the exercise price of the options equals the market price of
the underlying stock on the measurement date, no compensation expense is
recognized.

Had the Company accounted for these plans under Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), the Company's net income and earnings per share would have been reduced
to the following pro forma amounts:

                                                      Fiscal Year Ended
                                              --------------------------------
                                                September 30,    September 30,
                                                    2001             2000
                                              ---------------  ---------------
                                                       (As restated)
Net income (loss) - Operating
  As reported .........................       $    62,980        $  (3,681,693)
  Pro forma ...........................       $  (142,847)       $  (3,831,693)

Net income (loss) - Operating Per Share
  Basic and Diluted
  As reported .........................       $      0.01        $       (0.30)
  Pro forma ...........................       $     (0.01)       $       (0.31)



                                       32
<PAGE>

Note 18 - Other Receivable

         The Company incurred approximately $600,000 in expenses in pursuit of a
Cherokee Indian gaming venture with Harrah's (NYSE: HET) in Cherokee, North
Carolina and ultimately, Harrah's was awarded a casino management agreement with
the Eastern Band of Cherokee Indians. Concurrent with the pursuit of this North
Carolina venture, the Company and Harrah's entered into a partnership agreement
to build and manage the future Michigan casino with the Pokagon Indians. (The
Company subsequently sought a new venture partner in Lakes Gaming and that new
agreement with Lakes Gaming is fully described in Note 14.) In return for the
Company to originally pursue the Michigan venture with Harrah's, Harrah's agreed
to reimburse the $600,000 related to the North Carolina venture.

         During 1998, Harrah's terminated its agreement with the Pokagon tribe,
and the Company pursued legal remedies to recover the $600,000 in expenses from
Harrah's. This receivable was fully reserved for in fiscal year ending September
30, 1998.

         A Minnesota trial court dismissed the Company's civil suit against
Harrah's on May 24, 1999 for lack of jurisdiction. The Company appealed this
decision to the Eighth Circuit U.S. Court of Appeals and on March 13, 2001, the
Appeals Court reversed the decision and remanded the Company's suit against
Harrah's back to District Court. The original facts and circumstances again
exist for the Company to expect to recover this receivable, thus, the Company
has reversed its allowance for doubtful accounts of $600,000. Please see also,
Note 20 - Subsequent Events, for additional information regarding this
receivable.

Note 19 - Contingent Liability

         As part of the consideration given for the assets purchased from Raw
Data, Inc., BounceBackMedia.com, Inc., issued a non-interest bearing note for
$65,000 due when and if BounceBackMedia.com, Inc., reached $8,000,000 in revenue
on a cumulative basis within its first two years. The $65,000 note payable was
not recorded since BounceBackMedia.com, Inc., achieving $8,000,000 in revenue on
a cumulative basis within its first two years is not probable. BBM's cumulative
revenues through September 30, 2001 were approximately $760,000.

Note 20- Commitments and Contingencies

         The Company initiated a civil suit against Harrah's on September 4,
1998 in United States District Court for District of Minnesota. The Company
alleges that Harrah's breached various agreements with the Company and
tortuously interfered with the Company's contractual and prospective economic
advantage associated with the Pokagon Band of Potawatomi Indians' Management
Agreement. The suit further alleges that Harrah's withheld vital business
information from the Company. The trial court dismissed the case on May 24, 1999
for lack of jurisdiction stating that the Company's claims were preempted by the
Indian Gaming Regulatory Act. Accordingly, the court held that the Company's
claims could not be heard in Federal Court. The Company asserted that it had the
right to resolve the dispute with Harrah's in some forum and the trial court
erred by dismissing the Company's complaint without granting the Company leave
to file an amended complaint which would include a claim for an accounting and
damages under the Uniform Partnership Act. The Eighth Circuit U.S. Court of
Appeals filed its decision March 13, 2001, agreeing with the Company that the
Federal District Court of Minnesota erred dismissing the Company's suit against
Harrah's and the suit against Harrah's was remanded to the Federal District
Court of Minnesota for further proceedings. On May 16, 2001, the U.S. District
Court of Minnesota set a retrial scheduling order, which allows the Company's
legal representatives to initiate discovery. On October 3, 2001 Harrah's filed a
motion to dismiss with the US District Court District of Minnesota claiming that
the contract between Harrah's and the Company by its terms precludes the Company
from asserting a claim and further that the Company's claims are speculative.
The Company and its attorneys plan on vigorously disputing this motion for
summary judgment. Pending a favorable ruling by the court relative to the
Summary Judgment Motion, a tentative trial date is set for November 2, 2002.

                                       33
<PAGE>


Note 20- Commitments and Contingencies (Continued)

         The Company initiated a civil suit against Willard Smith and Monarch
Casinos, Inc. on December 19, 1998 in the Circuit Court of Jackson County,
Mississippi. The Company alleges that Mr. Smith and Monarch Casinos, Inc. have
breached the terms of the Memorandum of Understanding, Amendment and
Modification Agreement, and Consulting Agreement by failing to provide the
services required under the terms of the agreements, breaching their obligations
of good faith to the Company and by attempting to secure the termination of the
Company's interest in the Pokagon project. The suit further alleges Mr. Smith
has defaulted on his obligations to pay rent and maintain the up-keep of the
Company residential property located at 303 LaSalle Street, Ocean Springs,
Mississippi and defaulted on repayment of loans from the Company in excess of
$300,000. The Company seeks a judgment against Monarch Casinos, Inc. and Willard
Smith plus interest and attorneys fees for notes due and material breach of
agreements; removal of Smith from the rental property and punitive damages.

         Mr. Willard Smith filed a counterclaim on February 16, 1999, alleging
breach of contract; breach of duty of fair dealing; tortuous interference with
prospective business advantage; specific performance of contract to purchase
real property and fraud. Additionally, Willard Smith filed a suit on July 10,
2000, against the Company's CEO, John J. Pilger, alleging he is the alter ego of
CRC and as such liable for the acts of CRC including breach of contract; breach
of duty of good faith and fair dealing; tortuous interference with prospective
business advantage; breach of contract to purchase real property, and fraudulent
inducement. On April 9, 2001, the Company and John Pilger petitioned the Jackson
County Circuit Court for a partial Summary Judgment on all the counterclaims
filed by Smith and Monarch Casinos, Inc., with the exception of "breach of
contract to purchase real property." The Jackson County Circuit Court has not
responded to this petition. A trial date is scheduled for April 2002. The
Company and Mr. Pilger each plan to vigorously defend themselves.

         On May 13, 2001, Roger Birks, the former CEO of BBM, an 80%-owned
subsidiary of the Company, commenced an action in Clark County District Court,
Nevada, against BBM, a Nevada company, and John J. Pilger, President of BBM and
CEO of the Company, alleging: breach of BBM Purchase Agreement by the Company
for failure to use its best efforts to capitalize BBM; breach of Birks'
Employment Agreement; and lastly, alleging that the Company and its alter ego,
John Pilger, made false representations to Plaintiff which Plaintiff acted upon
with respect to the BBM purchase agreement and Plaintiff's Employment Agreement.
Plaintiff seeks compensatory and punitive damages and has not claimed a specific
amount of damages, but claims such damages exceed $40,000. The Plaintiff also
seeks reimbursement of attorney fees. Mr. Pilger has filed counterclaims against
Mr. Birks alleging that Birks has willfully caused these legal proceedings to
coerce a settlement and Mr. Birks is guilty of abuse of process. Mr. Pilger
further alleges Birks has acted in bad faith with malice; and is entitled to an
award for punitive and exemplary damages in excess of $10,000. The Company
denies these allegations and plans to vigorously defend itself in this matter.

         CRC of Tunisia, S.A., the 85%-owned subsidiary of the Company,
initiated arbitration proceedings against the casino lessor, Samara Casino Inc.
and the Mahdoui family. The Company's position is that lessor took unauthorized
advances totaling $227,229, duplicated rent payments of $210,294 and to date has
been unwilling to treat these advances as prepaid rent. A three-panel Tunisian
arbitration hearing is tentatively scheduled for as early as January 2002.

Note 21-Subsequent Events

         In April 1998, the Company's Board of Directors approved a stock
repurchase program allowing for the purchase of up to $1.5 million shares of the
Company's outstanding common stock. On October 5, 2001, the Company purchased
35,000 shares of BBTC outstanding stock. Prior to October 5, 2001, 191,050
shares had been purchased and subsequently retired.

         On December 11, 2001 the Company issued a press release and a Form 8-K
with respect to a civil complaint "Kevin M. Kean pltf vs. John J. Pilger; et al,
including BounceBackTechnologies.com dfts", filed by Kevin M Kean in Jackson
County, Mississippi Circuit Court, against the Company and each of the members
of its Board of Directors on November 21, 2001. Additionally, the Company
received on November 28, 2001 from Kevin M. Kean, a shareholder, a notice of
demand that the Board of Directors of the Company initiate actions to rectify
alleged wrong doing committed by certain officers and directors of the Company.


                                       34
<PAGE>


         On March 22, 2002, the United States District Court, District of
Minnesota, rejected all but one of the motions made by Harrah's (NYSE-HET) to
dismiss various counts in a complaint filed by the Company against Harrah's and
certain of its officers. The complaint concerns the 1995 and 1996 agreements
between the Company and Harrah's to jointly develop and manage gaming facilities
for the Pokagon band of Potawatomi Indians in Michigan and Indiana. Judge Ann
Montgomery left standing the Company's claims for breach of contract, breach of
fiduciary duty and accounting under partnership law and claims against certain
officers of Harrah's for aiding and abetting the alleged inappropriate
activities by Harrah's. The court dismissed the Company's claim for tortuous
interference with contract. The court specifically found that "the relationship
between [the Company] and Harrah's constitutes a partnership or joint venture."

         On Friday, March 29, 2002, Washington D.C. Federal District Court Judge
James Robertson dismissed the majority of claims in a lawsuit against the U.S.
Department of the Interior, which was brought by Taxpayers of Michigan Against
Casinos ("TOMAC"). The lawsuit alleged that the Pokagon Band of Potawatomi
Indians of Michigan did not fit the established criteria of a tribe entitled to
operate a casino. It also alleged that the Department of Interior did not act
properly when it took 675 acres of land in southwestern Michigan, located in New
Buffalo Township, into trust for the tribe. The single issue Judge Robertsons'
opinion did not resolve concerns TOMAC's allegation that the Department of
Interior took the Pokagon's land into trust before a proper environmental impact
study was completed. Judge Robertson has scheduled oral argument regarding this
issue for May 2. If it is permitted to move forward, the tribe intends to build
a $160 million casino on 51 of the 675 acres taken into trust. The tribe also
plans to include a hotel and restaurant in addition to its 150,000 square feet
of gaming space.

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

None.




                                       35
<PAGE>


                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Set forth below is information as of September 30, 2001 regarding the
directors and executive officers of the Company, including information as to
their principal occupations for the last five years, certain other directorships
held by them, and their ages as of the date hereof.

         John J. Pilger, age 55, has been the Chief Executive Officer and a
director of the Company since 1984, and served as President from 1984 to 1993.
Mr. Pilger was previously Chairman of the Board until July 1994 and resumed such
role in April 1995. Mr. Pilger oversees all Company activities including
operations, acquisitions, development and construction. Additionally Mr. Pilger
is the Chief Financial Officer of the Company.

         John W. Steiner, age 59, has been a director of the Company since
January 1994. Since 1990, he has served as Chairman of the Board of the Ace
Worldwide Group of Companies, a leading provider of moving, trucking, storage
and overall logistics services. Mr. Steiner also serves on the Board of
Directors and Executive Committee of Atlas World Group, Inc. Mr. Steiner is
President of the Associate Board of the Milwaukee County Zoological Society, a
Board member of the Metropolitan Milwaukee Association of Commerce and the
Better Business Bureau of Wisconsin.

         Dr. Timothy Murphy, age 41, has been a director since March 17, 1997.
Dr. Murphy resides on the Mississippi coast and is a Chiropractic doctor
maintaining his own practice. Dr. Murphy serves as a trustee on the Board of
Parker College, as well as its finance chairman. Additionally, Dr. Murphy is a
member of the American Chiropractic Association; serves on the Council of
Diagnostic Imaging and Council on Sports Injury. Dr. Murphy serves as team
Chiropractor to Mercy Cross High School, D'Iberville High School and Mississippi
Sea Wolves Professional Hockey Team.

         Dennis Evans, age 55, has been a director since March 17, 1997. Mr.
Evans brings more than 30 years of sales and marketing business experience to
the Board. Mr. Evans has acted as President of several large sales and marketing
firms, as well as consultant to several mid-western development companies. Mr.
Evans has acted as a marketing consultant to the Country Tonite Theatres in
Branson and Pigeon Forge and to the Company's casino development in Tunisia,
North Africa. Mr. Evans is currently employed by the Company as Director of
Corporate Marketing.

         Noreen Pollman, age 53, has served as Secretary to the Company since
March 1995 and as a director since March 1995 and from 1987 to 1993. Since 1984,
Ms. Pollman was Vice President of Operations for each of the Company's operating
businesses with responsibility for the development and implementation of
operating budgets to February 1998. Ms. Pollman currently serves as a consultant
to the Company.

         Robert J. Allen, age 41, was named Vice President of Entertainment of
the Company on August 1, 1994 until March 2001. He has served as a director of
the Company since March 1995 and from 1987 to 1993. Since April 2001 Mr. Allen
acts as Regional Vice President for On Stage Entertainment, Inc.

         Officers serve at the discretion of the Board of Directors.

                                  OTHER MATTERS

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors, and certain shareholders to file
reports of ownership and changes in ownership of the Common Stock with the
Securities and Exchange Commission. To the Company's knowledge, based on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the Company's fiscal
year ended September 30, 2001 all Section 16(a) filing requirements were
complied with and filed in a timely fashion.

                                       36
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

         Summary Compensation Table

         The following table sets forth information concerning the annual and
long-term compensation earned by John J. Pilger and Dennis Evans, the Named
Executive Officers (as defined below) for services rendered in all capacities to
the Company for the fiscal years ended September 30, 2001, 2000 and 1999,
respectively.


<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                                                         Other    Restricted  Securities
                                                                        Annual      Stock     Underlying     All Other
                                 Fiscal    Salary          Bonus         Comp.      Awards      Options     Compensation
Name and Principal Position (1)   Year       ($)            ($)           ($)        ($)          (#)           ($)
----------------------------------------  ----------     -----------   ---------- ----------- ------------ ---------------
<S>            <C>                <C>       <C>      <C>     <C>     <C>   <C>         <C>         <C>         <C>       <C>
John J. Pilger (2)..............  2001      268,001  (3)     85,000  (4)  -0-         -0-         -0-          390,306   (5)
  Chief Executive Officer         2000      253,845  (6)     -0-          -0-         -0-         -0-          165,306   (7)
                                  1999      486,396  (8)    161,000  (9)  -0-         -0-         -0-            -0-

Dennis Evans....................  2001      150,238  (10)    -0-          -0-         -0-         -0-            -0-
  Director of Corporate           2000      123,580  (10)    -0-          -0-         -0-         -0-            -0-
     Marketing                    1999       13,846  (10)    -0-          -0-         -0-         -0-           69,000  (10)


<FN>
1)       Under Securities and Exchange Commission rules, the "Named Executive
         Officers" include (i) each person who served as Chief Executive Officer
         during fiscal 2001, (ii) each person who (a) served as an executive
         officer at September 30, 2001, (b) was among the four most highly paid
         executive officers of the Company, not including the Chief Executive
         Officer, during fiscal 2001 and (c) earned total annual salary and
         bonus compensation in fiscal 2001 in excess of $100,000 and (iii) up to
         two persons who would be included under clause (ii) above had they
         served as an executive officer at September 30, 2001.

2)       During fiscal 2001, 2000, and 1999, Mr. Pilger received personal
         benefits, the aggregate amount of which did not exceed the lesser of
         $50,000 or 10% of the total annual salary and bonus reported for Mr.
         Pilger in such years.

3)       Gross salary of $268,001 included $18,183 for calendar year 2000
         vacation paid in lieu of time off.

4)       Per the terms of Mr. Pilger's employment agreement with the Company
         bonus paid as a defined percent of net profit.

5)       Includes $195,000 payment to an entity 100% controlled by Mr. Pilger as
         a 5% commission for the sale of the assets relating to the Country
         Tonite Theatre in Branson, Missouri and the Country Tonite production
         show; $30,000 fees paid for securing multiple lines of credit for the
         sole benefit of the Company and securing these lines of credit with his
         personal assets; and non-cash compensation of $165,306 applied as loan
         paid down.

6)       Includes gross salary for payroll periods starting October 1, 1999
         through September 30, 2000 of $253,845, which includes $18,183 for 1999
         calendar year vacation paid in lieu of time off.

7)       Non-cash compensation of $165,306 reduced Mr. Pilger's payable to
         BounceBack Technologies.com, Inc. In turn, Mr. Pilger canceled monies
         due him the last year of his three-year agreement whereby he was to
         receive $125,000.00 in fees from CRC Tunisia S.A. for fiscal year 2000,
         as compensation for his serving as personal license holder and Chairman
         on the Foreign subsidiary as granted by the Board of Directors of the
         Company.

8)       Includes salary of $237,417 and contractual compensation of $125,000,
         which was paid for services rendered for CRC of Tunisia. An additional
         $123,979 of non-cash compensation is reflected, which was used to
         reduce Mr. Pilger's loan payable to CRC.

9)       A one-time discretionary bonus was approved by the Board in conjunction


                                       37
<PAGE>

         with the successful completion of the Lakes Gaming contract for $16.1
         million. This bonus was issued in August 1999. As a result, Mr. Pilger
         was awarded $161,000 or 1% of the contract amount.

10)      Gross salary of $140,238 and a bonus of $10,000 for assistance in the
         sale of the assets relating to the Country Tonite Theatre in Branson,
         Missouri and the Country Tonite production show CRC of Branson, Inc.
         While Mr. Evans was not a named executive officer in fiscal 1999 and
         2000, Mr. Evans acted as outside contractor interim general manager of
         Casino Caraibe, Tunisia, North Africa through April of 1999. Since
         September 1999, Mr. Evans has been employed as Director of Corporate
         Marketing.
</FN>
</TABLE>

EMPLOYMENT AGREEMENTS

         The Company entered into an Employment Agreement ("Agreement") with
John J. Pilger on May 20, 1996, providing for an annual salary of $225,000,
subject to annual cost of living adjustments. The Agreement also provides for
use of an automobile and payment of insurance premiums the value of which does
not exceed 10% of his annual salary. The Agreement also provides for bonuses if
certain financial performance guidelines are met. This Agreement was amended
April 3, 1999 to extend the annual expiration date from July 19 to September 30
annually with cost-of-living adjustments to be calculated at that time so to
correspond with the Company's fiscal year end. Additionally, the Agreement
provides that if either party wishes to terminate the Agreement a written notice
of intent must be delivered to the other party one year prior to the employment
expiration date and in the absence of such notice the Agreement renews
automatically for a three-year term.

         In 1998, the Company entered into a Supplementary Employment Agreement
with John J. Pilger which provides Mr. Pilger certain benefits upon a Change of
Control Event, which is defined therein as: a) The acquisition after the date of
this Agreement by an individual, entity or group (within the meaning of Section
13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, (a
"Person") of beneficial ownership of 20% or more of either (i) the issued and
outstanding shares of common stock of the Company or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors; or b) if any two or more members within
a class of the staggered Board of seven or more directors, as constituted on the
date hereof, are removed without the express approval or consent of the CEO and
Chairman of the Board, of if two or more members of the Board assume office
within any period of eighteen months after one or more contested elections; or
c) A reorganization or hostile merger or consolidation which results from either
an actual or threatened election contest or actual or threatened solicitation of
proxies; or d) A complete liquidation or dissolution of the Company, or the sale
or other disposition of all or substantially all of the assets of the Company,
which liquidation, sale or dissolution occurs as a result of either actual or
threatened solicitation of proxies or consents by or on behalf of persons other
than the incumbent Board. The benefits which inure to Mr. Pilger upon a
voluntary termination under a Change of Control include: 2.99 times his annual
average salary and bonuses and all taxes, including income taxes and any excise
tax which may be imposed. On September 30, 2001 the Company, by unanimous board
resolution, entered into a supplemental agreement to Mr. Pilger's employment
contract. This supplement attempts to clarify the compensation language
contained within the employment contract to more accurately depict the intent of
the subsection for accounting purposes.


                                       38
<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of November 13, 2001, certain
information with respect to each shareholder known to the Company to be the
beneficial owner of more than 5% of its Common Stock, each director, each named
executive officer, and all directors and executive officers of the Company as a
group. Unless otherwise indicated, the address of the people included in the
table is the principal office of the Company and each person named in the table
has sole voting and investment power as to the Common Stock shown.

<TABLE>
<CAPTION>
                                                                                  Number of Shares           Percentage of
Name of Beneficial Owner                                                        Beneficially Owned (1)     Outstanding Shares
------------------------------------------------------------------------------------------------------     -------------------
<S>                                                                                <C>          <C>                 <C>
John J. Pilger.............................................                        1,964,018    (2)                 16.2%
Noreen Pollman.............................................                          155,000    (3)                  1.2%
John W. Steiner............................................                          111,975    (4)                   *%
Dr. Timothy Murphy.........................................                           51,756    (5)                   *%
Dennis Evans...............................................                           95,100    (6)                   *%
Robert J. Allen............................................                          170,338    (7)                  1.4%
Kevin M. Kean..............................................                        1,400,944    (8)                 11.5%
All Directors and Executive Officers as a group (6 Persons)                        2,548,187    (9)                 21.0%
<FN>
*Less than 1%

1)   Shares not outstanding but deemed beneficially owned by virtue of the right
     of a person or member of a group to acquire them within 60 days upon
     exercise of options or warrants are treated as outstanding only when
     determining the amount and percent owned by such person or group.

2)   Includes 235,000 shares deemed beneficially owned pursuant to current
     exercisable options. Of the shares reflected above 111,000 are registered
     in the name of Mr. Pilger's wife, and 11,000 shares are owned by minor
     children of Mr. Pilger. In addition to the number of shares reflected in
     the table, Mr. Pilger holds proxies to vote 1,330,944 shares owned by Kevin
     M. Kean (see Note 8 below), 175,000 shares owned by Richard A. Howarth,
     Jr., (a former officer of the Company). Mr. Pilger, his wife and children
     have the right to vote a total of 3,469,962 outstanding shares or 30.5% of
     the shares outstanding.

3)   Includes 149,000 shares deemed beneficially owned pursuant to current
     exercisable options.

4)   Includes 90,000 shares deemed beneficially owned pursuant to current
     exercisable options.

5)   Includes 30,000 shares deemed beneficially owned pursuant to current
     exercisable options.

6)   Includes 45,000 shares deemed beneficially owned pursuant to current
     exercisable options.

7)   Includes 149,000 shares deemed beneficially owned pursuant to current
     exercisable options.

8)   Includes 70,000 shares of Common Stock deemed beneficially owned pursuant
     to an option, which is immediately exercisable. Mr. Kean has granted an
     irrevocable proxy with respect to 1,330,944 shares of the Company's Common
     Stock to John J. Pilger until such time as Mr. Kean sells or transfers such
     shares to an unaffiliated third party in a bona fide transaction. Mr.
     Kean's last known address is 2644 E. Lakeshore Drive, Baton Rouge,
     Louisiana 70808.

9)   See Notes 2,3,4,5,6, and 7.
</FN>
</TABLE>


                                       39
<PAGE>


OPTION GRANTS AND EXERCISES

         The Company has not granted, repriced or cancelled any options to
executive officers during fiscal 2001, nor have any executives exercised any
options during fiscal 2001.

         The following table sets forth with respect to the Named Executive
Officers Information concerning the exercise of stock options during fiscal 2001
and unexercised options held as of the end of fiscal 2001. The Company has never
granted stock appreciation rights.

<TABLE>
<CAPTION>
                                                   AGGREGATED OPTION EXERCISES
                                             AND FISCAL 2001 YEAR-END OPTION VALUES

                                                         NUMBER OF SECURITIES                    VALUE OF UNEXERCISED
                       SHARES                           UNDERLYING UNEXERCISED                      IN-THE-MONEY
                    ACQUIRED ON       VALUE             OPTIONS AT 9/30/01 (#)                  OPTIONS AT 9/30/01 ($)
                      EXERCISE       REALIZED
      NAME              (#)            ($)         UNEXERCISABLE       EXERCISABLE         UNEXERCISABLE       EXERCISABLE
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>              <C>              <C>                    <C>                <C>
John J. Pilger          -0-            -0-              -0-               235,000               -0-                -0-
Dennis Evans            -0-            -0-              -0-                45,000               -0-                -0-

</TABLE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Company Loans

         At September 30, 2001, John J. Pilger was indebted to the Company in
the amount of $84,935 including principal and interest. This loan consists of
$43,609, which is a one-year note bearing interest based on the IRS imputed
interest rate and $41,326 which consists of the balance of non-cash compensation
written off as of December 31, 2001 through a board-approved resolution.

Relationship with Consultants

         Ms. Pollman terminated her employment relationship with the Company in
February 1998 and entered into a Consulting Agreement for a two-year term to
provide business and consulting services to the Company. Ms. Pollman continues
to act as Secretary of the Company with responsibility for maintaining the
Company's corporate books and records. In September 1999, Ms. Pollman's
consulting agreement was amended with a rate per hour increase from $67.00 to
$85.00 per hour and extended for a two-year period beginning February 2000. This
consulting agreement expires in February 2002. The Company and Ms. Pollman have
entered negotiations to renew this agreement. Ms. Pollman is also a Director of
the Company.

         Robert Allen terminated his employment relationship February 28, 2001
after approximately 14 years of service and entered into a consulting agreement
with the Company for an 18-month term to provide business and consulting
services. The board approved consulting agreement provides Mr. Allen fees up to
$10,000 per month for his services over an 18-month term, or a total of
$180,000. Mr. Allen subsequently has agreed to reduce the monthly payment to
$5,000 per month beginning June 1, 2001 for 30 months.

Indemnification of Directors and Officers

         Under Section 302A.521 of the Minnesota Statutes, the Company is
required to indemnify its directors, officers, employees, and agents against
liability under certain circumstances, including liability under the Securities
Act of 1933, as amended.

         As permitted under the Minnesota Statutes, the Restated Articles of
Incorporation of the Company provide that directors shall have no personal
liability to the Company or to its shareholders for monetary damages arising
from breach of the Directors' duty of loyalty to the Company or with respect to
certain enumerated matters, excluding payment of illegal dividends, acts not in
good faith, and acts resulting in an improper personal benefit to the director.



                                       40
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibit No.         Description of Exhibit                    Numbered Pages
--------------------------------------------------------------------------------

3.1      Restated Articles of Incorporation of the Company, as amended (2)

3.3      Bylaws of the Company, as amended (3)

4.3      Form of Registration Rights Agreement, between the Company and
         Investor, dated August 29, 1997 (7)

4.4      Form of Debenture Subscription Agreement, between the Company and
         Subscriber, dated August 29, 1997 (7)

4.5      Common Stock Purchase Warrant (The Gifford Fund, Ltd.), between the
         Company and Gifford Fund, Ltd., dated September 1997 (7)

4.6      Common Stock Purchase Warrant (G.P.S. Fund, Ltd.), between the Company
         and G.P.S. Fund, Ltd. (7)

4.7      Common Stock Purchase Warrant (Joseph B. LaRocco), between the Company
         and Joseph B. LaRocco, dated September 1997 (7)

4.8      Common Stock Purchase Warrant (International Holding Company, Ltd.),
         between the Company and International Holding Company, Ltd., dated
         September 1997 (7)

10.1     Employment Agreement dated May 20,1996 between the Company and John J.
         Pilger (6)

10.6     Promissory Note dated as of September 15, 1993, made by John J. Pilger
         in favor of the Company (3)

10.17    Common Stock Purchase Warrant dated April 5, 1994, granted to Grand
         Casino, Inc. by the Company with respect to 98,130 shares (5)

10.18    Common Stock Purchase Warrant dated April 19, 1994, granted to Grand
         Casino Inc. by the Company with respect to 151,870 shares (5)

10.31    Registration Rights Agreement dated as of September 30, 1994, between
         the Company and Grand Casinos, Inc. (2)

10.37    Warrant to Purchase Common Stock dated as of September 27, 1994,
         granted to Grand Casinos, Inc. (2)

10.39    Stock Purchase Agreement, dated as of December 18, 1992, between Mr.
         Pilger and Mr. Howarth (1) as amended by First Amendment dated June 2,
         1993(5), Second Amendment dated July 2,1993(5), and Third Amendment
         dated November 30, 1994 (4)

10.42    Agreement dated as of October 15, 1993, between the Company and Kevin
         Kean Company, Inc. (3) as amended by the Amendment dated as of December
         15, 1994, relating to Cherokee gaming project (5)

10.45    Memorandum of Understanding dated January 10, 1995, between The Promus
         Companies Incorporated and the Company with respect to the development
         of certain gaming projects (3)

10.46    Memorandum of Understanding dated January 18, 1995, between Monarch
         Casinos, Inc. and the Company with respect to the development of
         certain gaming projects (3)


                                       41
<PAGE>

10.47    Memorandum of Understanding dated March 10, 1995, between the Company,
         the Kevin Kean Company, Inc. and James E. Barnes with respect to the
         development of certain gaming projects (5)

10.48    Agreement dated May 8, 1995, between Monarch Casinos, Inc. an the
         Company with respect to the January 18, 1995, Memorandum of
         Understanding (5)

10.50    Settlement Agreement dated August 7, 1995, between the Company, John J.
         Pilger and Richard A. Howarth, Jr. (3)

10.53    Warrant Purchase Agreement and Cherokee Dispute Resolution dated
         December 1, 1995, between the Company and Kevin M. Kean (5)

10.54    Promissory Notes dated December 1, 1995, made to Kevin M. Kean in favor
         of the Company (5)

10.55    Promissory Note dated December 31, 1994, between the Company and John
         J. Pilger (6)

10.56    Promissory Note dated October 25, 1995, between the Company and John J.
         Pilger (6)

10.57    Promissory Note dated April 8, 1996 between the Company and John J.
         Pilger (6)

10.59    Consulting Agreement dated December 6, 1995, between the Company and
         Monarch Casinos (6)

10.60    Technical Assistance and Consulting Agreement dated June 10,1996,
         between the Company and Harrah's Southwest Michigan Casino Corporation
         (6)

10.64    Lease Contract dated June 1996 between the Company and Samara Casino
         Company (6)

10.74    Tunisia Casino License (7)

10.76    Lease for 707 Bienville Blvd., Ocean Springs, MS (8)

10.77    Kevin Kean Settlement Agreement (8)

10.97    Consulting Agreement, between the Company and Noreen Pollman, dated
         February 15, 1998 (10)

10.99    John J. Pilger Executive Employment Agreement Golden Parachute, between
         the Company and John J. Pilger, dated March 9, 1998 (10)

10.100   Amendment to Employment Agreement, between the Company and John J.
         Pilger, dated April 3, 1998 (10)

10.106   Agreement to Amend and Restate Debenture by and between the Company and
         Roy Anderson Holding Corp. Dated December 31, 1999 (11)

10.107   Asset Purchase Agreement by and among the Company, BounceBackMedia.com,
         Inc., Digital Development & Distribution, LLC and Roger Birks, dated
         December 31, 1999 (11)

10.108   Employment Agreement by and among the Company, BounceBackMedia.com,
         Inc., Digital Development & Distribution, LLC and Roger Birks, dated
         December 31, 1999 (11)

10.110   Letter of Intent to purchase Country Tonite made by and between the
         Company, CRC of Branson, Inc., Country Tonite Enterprises, Inc., and On
         Stage Entertainment, Inc. dated November 21, 2000. (15)

10.111   Escrow Agreement between Company, On Stage Entertainment, Inc. and
         Schnader Harrison Segal & Lewis, LLP, dated November 21, 2000. (15)



                                       42
<PAGE>

10.112   Letter amending Debenture Two between Company and Roy Anderson Holding
         Corp. dated November 20, 2000. (15)

10.113   Notice of Election to exercise 300,000 stock options between Company
         and Roy Anderson Holding Corp. dated April 28, 2000 with closing May
         26, 2000. (15)

10.114   Asset Purchase Agreement made by and between the Company, CRC of
         Branson, Inc., Country Tonite Enterprises, Inc., and On Stage
         Entertainment, Inc., dated January 25, 2001.(16)

10.115   Secured Promissory Note made by and between the Company, CRC of
         Branson, Inc., Country Tonite Enterprises, Inc., and On Stage
         Entertainment, Inc., dated January 31, 2001. (16)

10.116   Closing Agreement made by and between the Company, CRC of Branson,
         Inc., Country Tonite Enterprises, Inc., On Stage Entertainment, Inc.,
         dated January 31, 2001. (16)

10.117   Security Agreement made by and between the Company, CRC of Branson,
         Inc., Country Tonite Enterprises, Inc., On Stage Entertainment, Inc.,
         dated January 31, 2001. (16)

10.118   Secured Short-Term Note made by and between the Company, CRC of
         Branson, Inc., Country Tonite Enterprises, Inc., On Stage
         Entertainment, Inc., dated January 31, 2001. (16)

10.119   Civil Suit "Kevin M. Kean pltf vs. John J. Pilger; et al, including
         BounceBack Technologies.com dfts", filed in Jackson County, Mississippi
         Circuit Court, on November 21, 2001. (17)

10.120   Demand letter by Kevin M. Kean issued through legal counsel to the
         Board of Directors of the Company. Press Release of
         BounceBackTechnologies.com, Inc. dated December 11, 2001. (17)

10.121   Termination of Escrow Agreement and Pledge Agreement between the
         Company, Roy Anderson Holding Corp and Schnader, Harrison, Segal &
         Lewis, LLP dated October 2001.

21.1     List of Subsidiaries of Registrant

1)       Incorporated by reference to the Company's Registration Statement on
         Form SB-2, File No. 33-66504, declared effective September 15, 1993.

2)       Incorporated by reference to the Company's Annual Report on Form 10-KSB
         for the fiscal year ended September 30, 1994, filed on January 12,
         1995.

3)       Incorporated by reference to the Company's Registration Statement on
         Form SB-2, File No. 33-90114, originally declared effective May 5,1995.

4)       Incorporated by reference to the Company's Annual Report on Form 10-KSB
         for the fiscal year ended September 30, 1995, filed on January 16,
         1996.

5)       Incorporated by reference to the Company's Registration Form S-3, File
         No. 33-31534, originally declared effective February 29,1996.

6)       Incorporated by reference to the Company's Annual Report on Form
         10-KSB, as amended for the fiscal year ended September 30, 1996, filed
         on January 9, 1997.

7)       Incorporated by reference to the Company's Registration Statement on
         Form S-3, as amended, File 333-37267, filed on November 19, 1997.


                                       43
<PAGE>

8)       Incorporated by reference to the Company's Annual Report on 10-KSB, as
         amended for fiscal year ended September 30, 1997, filed on January 20,
         1998.

9)       Incorporated by reference to the Company's Quarterly Report on 10-QSB,
         for the fiscal quarter ended March 31, 1998 filed on May 15, 1998.

10)      Incorporated by reference to the Company's Annual Report on Form
         10-KSB, for the fiscal year ended September 30, 1998 filed on January
         13, 1999.

11)      8-K filed August 1, 2000.

12)      8-K filed December 12, 2000.

13)      8K/A filed December 20, 2000.

14)      Form 12b-25 filed December 26, 2000.

15)      NT 10-K/A filed January 5, 2001.

16)      Incorporated by reference to the Company's Quarterly Report on 10-QSB,
         for the fiscal quarter ended March 31, 2001 filed on May 14, 2001.

17)      8-K filed on December 13, 2001.





                                       44
<PAGE>


                                   SIGNATURES

         In Accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         BOUNCEBACKTECHNOLOGIES.COM, INC.


April 30, 2002                             By: s/ John J. Pilger
                                               ------------------
                                               John J. Pilger,
                                               Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
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

April 30, 2002                           s/ John J. Pilger
                                         ---------------------------------------
                                         John J. Pilger, Chief Executive
                                         Officer, President and Chairman of the
                                         Board of Directors ("principal
                                         executive officer")

April 30, 2002                           s/John J. Pilger
                                         ---------------------------------------
                                         Chief Financial Officer and Chief
                                         Accounting Officer ("principal
                                         financial and accounting officer")

April 30, 2002                           s/Noreen Pollman
                                         ---------------------------------------
                                         Noreen Pollman, Secretary and Director

April 30, 2002                           s/Dennis Evans
                                         ---------------------------------------
                                         Dennis Evans, Vice President of
                                         Marketing and Director

April 30, 2002                           s/Robert J. Allen
                                         ---------------------------------------
                                         Robert J. Allen, Director

April 30, 2002                           s/Jeffrey Abel
                                         ---------------------------------------
                                         Jeffrey Abel, Director

April 30, 2002                           s/Jason Pilger
                                         ---------------------------------------
                                         Jason Pilger, Director



                                       45