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

                                   FORM 10-KSB
(Mark One)

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

                  For the fiscal year ended September 30, 2000

                                       OR

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

                         Commission file number 0-22242

                        BOUNCEBACK TECHNOLOGIES.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 ]

     The  Company's  revenues for the fiscal year ended  September 30, 2000 were
$537,213.

     As  of  December  29,  2000,   11,361,258   shares  of  Common  Stock  were
outstanding, and the aggregate market value of such Common Stock (based upon the
last  reported  sale  price  on  the  OTCBB),   excluding   outstanding   shares
beneficially owned by affiliates, was approximately $1,331,550.

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

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<PAGE>

                                     PART I
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ITEM 1.  BUSINESS

Recent Developments
         Effective  November  21,  2000,  the Company  entered  into a letter of
intent 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.  The sale does not include the
licensing  agreement with Country Tonite Theatre,  Pigeon Forge,  Tennessee.  On
Stage has placed a $100,000 non-refundable deposit in escrow, in anticipation of
closing the  transaction on or about January 31, 2001,  subject to completion of
On Stage's due diligence and subject to On Stage obtaining  acceptable financing
of the  purchase  price.  The Company and On Stage  expect to execute a purchase
agreement which calls for On Stage to pay $350,000 in cash at closing,  $650,000
by no later than  February 15, 2001 and the balance of $2.8  million  payable by
the drawing of a 7% interest bearing note due not later than July 31, 2001.

Historical Developments
         BounceBack  Technologies.com,  Inc. (together with its subsidiaries the
"Company") was formerly known as Casino Resource  Corporation.  The name change,
effective January 1, 2000,  reflects the Company's intent to focus on marketing,
sales and business  solutions to the Internet and e-commerce  industries.  It is
the Company's  intent to utilize its marketing and sales  expertise by providing
services to a new media  marketplace  which is experiencing  strong growth.  The
Company's  new ticker  symbol  for its  common  stock is "BBTC" and the stock is
traded on the NASD OTCBB.

         To strengthen its position and bolster its efforts in  penetrating  the
e-commerce  industry,  the Company acquired all of the assets of Raw Data, Inc.,
on December 31, 1999.  Raw Data,  Inc.,  focused on 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. Upon acquisition,  the Company changed the name of
its new subsidiary to BounceBackMedia.com, Inc.

         BounceBackMedia.com,  Inc., a Nevada  corporation,  is headquartered in
Fresno,  California  to take  advantage  of the  technological  innovations  and
skilled  personnel  available  on the West  Coast.  In  addition  to  sales  and
marketing support services,  the Company's  corporate offices,  located in Ocean
Springs, Mississippi, provides administrative and accounting support services to
BounceBackMedia.com, Inc.

         As reported  earlier,  the Company  accomplished the  restructuring and
elimination of a majority of its long-term debt during the first fiscal quarter.

         Additionally,  the  Company  implemented,  as  previously  reported,  a
strategy to divest  itself of its gaming  segment,  Casino  Caraibe,  located in
Tunisia, North Africa and its entertainment segment including the Country Tonite
Theatre in Branson,  Missouri and its musical production company, Country Tonite
Enterprises in Pigeon Forge, Tennessee. Accordingly, these business segments are
reported as discontinued operations herein.

         On April 20, 2000, the Company granted a license to the  owner/operator
of the Pigeon Forge Theatre venue (CTTPF)  granting CTTPF the right,  for a term
of forty years, to market, promote,  produce, and direct the Country Tonite Show
within  a  150  mile  radius  surrounding  Pigeon  Forge,  Tennessee,  excluding
Nashville,  Tennessee.  CTTPF agreed to pay $1.3 million for the license.  CTTPF
paid  $900,000  in cash to the Company  and will make eight  annual  payments of
$50,000 per year beginning December, 2000.

         The  cash  from  the  licensing   agreement   allowed  the  Company  to
immediately  intensify its marketing efforts of the new mini CD-Rom  technology.
The  divestiture  of its  remaining  segments  held for sale should  provide the

                                       2
<PAGE>

long-term  capital needed to continue the Company's  efforts in developing sales
and business solutions for the internet and e-commerce industries.

General

         The Company was organized in 1969. In 1987,  the Company merged into an
inactive public  corporation,  and in 1993,  changed its name to Casino Resource
Corporation.  Prior to 1987, the Company engaged in various business  activities
unrelated  to its current or proposed  businesses.  Between  1987 and 1991,  the
Company's primary business was owning and managing recreational vehicle resorts,
and  providing  related  direct  marketing   services.   The  Company  sold  its
capital-intensive  camp resort  properties  during 1988  through  1991 and began
offering its direct marketing services to the recreational real estate industry.
The marketing services provided were primarily focused toward timeshare and camp
resort developments and,  eventually,  to the casino industry.  The Company sold
its  timeshare  and camp  resort  direct  marketing  business  in May 1994,  and
directed its focus to the hospitality and entertainment  industry in both gaming
and high tourist areas, and to the emerging gaming industry.

         The Company  entered the hospitality  and  entertainment  industries by
acquiring or developing four businesses.  In March 1994, the Company purchased a
musical  production  company,  which staged an award-winning show at the Aladdin
Hotel in Las Vegas,  Nevada,  which closed on November 15, 1997 with the closing
of the Aladdin  Hotel.  Also in March 1994,  the Company  purchased its "Country
Tonite  Theatre"  in  Branson,  Missouri.  In May 1994,  the  Company  completed
construction  and opened its 154 room hotel,  the "Grand  Hinckley  Inn," on 7.5
acres  of  leased  land in  northern  Minnesota  adjacent  to the  Grand  Casino
Hinckley, an Indian gaming facility currently operated by the Mille Lacs Band of
Ojebwe  Indians.  This  facility  was sold to the Mille  Lacs Band of the Ojibwe
Indians in June 1998.  Also,  in May 1994,  the  Company  opened the Biloxi Star
Theatre,  a  1,900  seat  deluxe  theater  in  Biloxi,  Mississippi,  which  was
subsequently  sold to Grand  Casinos,  Inc. in September  1994. In March 1997, a
third venue for the Country Tonite Show opened in Pigeon Forge, Tennessee.  CTT,
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 CTT,
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 CTT, LLC a license to perform the
show for $1.3  million for a 40 year term.  On October 18,  1997,  the  Company,
through its subsidiary CRC of Tunisia,  Inc.,  opened Casino Caraibe in a leased
facility in Sousse,  Tunisia,  North Africa. The Company has decided to sell its
interest in the Tunisian Casino and exit the gaming industry.

         In  December   1998,   the  Company   entered  into  a  Memorandum   of
Understanding to form a joint venture with Lakes Gaming, Inc. 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 an 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.  On August 31, 1999,  the newly elected tribal council of the Pokagon
Tribe ratified the Management  and  Development  Agreement with Lakes Gaming and
the Company's Revised Conditional  Release and Termination  Agreement with Lakes
Gaming  became  effective.  The terms of the  Revised  Conditional  Release  and
Termination  Agreement call for the payment by Lakes Gaming, Inc. to the Company
of an aggregate  maximum sum of $16.1 million,  which includes a $2 million cash
down payment.  The balance of $14.1  million is payable if certain  events occur
relative to the  location of the Tribe's  casino,  the opening of the casino and
Lakes  Gaming  manages the  casino.  The Company  received  the $2 million  down
payment on August 31, 1999. The agreement  calls for the Company to repay the $2
million if after five years the casino has not opened.  Further, $2.5 million of
the $16.1  million  payment is due only if the Tribe  builds a casino in Indiana
and Lakes Gaming is the manager.

                                       3
<PAGE>

         The Company is not  scheduled to receive any further  payments  until a
Michigan or Indiana casino opens.  Lakes Gaming  anticipates the commencement of
construction on a Michigan casino in 2001.  However,  there can be no assurances
provided  with  respect to timing of  completion  of the casino as the  proposed
gaming  site  must  be  accepted  into  trust  by  the  U.S.  government  before
construction can begin.

Continuing Operations

BounceBackMedia.com, Inc. (Fresno, California)

         The  Company  acquired  all of the assets of RawData  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. Upon acquisition December 31, 1999, the Company changed the name of its
new 80% owned subsidiary to BounceBackMedia.com, Inc.

         BounceBackMedia.com,  Inc.  is a Nevada  corporation  headquartered  in
Fresno,  California.  In January 2000, the Company entered employment agreements
with Roger Birks and Ricardo  Gonzalez.  Mr. Birks  subsequently  terminated his
employment in November,  2000.  Mr.  Gonzalez is a graduate of the University of
California,  Berkley and received a Masters Degree in Interactive  Computing and
multi-media from Columbia University. Mr. Gonzalez is a specialist in multimedia
design and  software  engineering  and is  currently  acting as Chief  Operating
Officer of BounceBackMedia.com, Inc.

         Internet  technology and the rapid growth in e-commerce  business along
with advances in CD-Rom technology are changing the fundamentals of business and
the way businesses market their products and services. BounceBackMedia.com, Inc.
is being  developed to provide its products and services to  multimedia  houses,
direct marketing companies, advertising agencies, and retail industries via mini
CD-Roms and customized shaped CD-Roms.  Additionally, the Company specializes in
cutting edge multimedia content development.

         In order to facilitate  the  manufacturing  process and reduce  overall
manufacturing  costs,  the Company  purchased a DCD Mark 3 Compact  Disc Shaping
Machine and Dust Extraction Unit. The cutting machine is capable of re-shaping a
standard 5-inch CD-Rom disc into virtually whatever shape a business or consumer
desires.  The Company has  processed  CD-Rom units or developed  multimedia  for
several prominent  companies such as AT&T, IBM,  Mississippi Air National Guard,
Monster.com,  Charles  Schwab  and Sun Micro  Systems.  Due to the  novelty  and
newness of the  technology  the  Company  has had to  educate  the market to the
advantages and  advancements in the technology.  The majority of the CD-Rom unit
orders  received to date are part of research and  development or testing of the
CD-Rom  product.  Average  quantity  order sizes range from 1000 units to 10,000
units.  The  Company  is  working to  develop  larger  re-orders  as a result of
successful initial individual  customer testing.  BounceBackMedia.com,  Inc., is
focusing on specific business applications of its mini CD-Rom products utilizing
in-house templates and customized use of available software technology.


                                       4

<PAGE>

Discontinued Operations

Country Tonite Theatre  (Branson, MO)

         The  Company  entered  into an  agreement  to  purchase  the former Ray
Stevens Theatre,  renamed the Country Tonite Theatre (the "Theatre")  located at
4080 W. Highway 76, Branson,  Missouri 65616 in March 1994, for a purchase price
of $10 million.  In May 1994, the  2,000-seat  theater began running two Country
Tonite shows daily, featuring dancers,  singers,  comics and other variety acts.
The show is produced by the Company's Las  Vegas-based  subsidiary,  "CTE".  The
Theatre  includes  38,000 square feet on two floors with an auditorium,  a stage
area, control booths,  dressing rooms,  upstairs offices, a lounge, a gift shop,
which offers a wide variety of souvenirs with the Country Tonite theme,  and two
concession  stands.  In addition,  the Theatre parking lot accommodates 600 cars
and 30 buses.

         Branson,  Missouri is a popular  resort  destination  for country music
lovers from across the nation.  Branson is located at the  intersection of U. S.
Highway 76 and Interstate  Highway 65, which connects  Branson and  Springfield,
Missouri. Branson is located approximately 250 miles from St. Louis and 40 miles
from Springfield. Branson's population is approximately 3,000. The city includes
over 30 theaters  featuring music stars such as Andy Williams,  Bobby Vinton and
the Osmond  family and  provides  a wide range of family  entertainment  for all
ages. In addition to  approximately  22,500 hotel rooms,  Branson offers diverse
eating,  shopping and recreational  activities to its  approximately 6.5 million
annual  visitors  (according to the Branson  Chamber of Commerce),  most of whom
visit  between  the months of March and  December.  Typical  visitors to Branson
include senior citizens  participating in bus tours through  Missouri.  Families
also  comprise a large part of Branson's  visitors  during the summer months and
are drawn to Branson not only by the country  music,  but also by the additional
activities  offered in the summer  months by the many lakes in the Branson  area
and the Arkansas Ozarks,  another popular tourist destination area only 50 miles
from Branson.

         The  Theatre  attracts  "walk-up"  patrons,  both  through  local media
advertising  and  "word-of-mouth,"  and markets to pre-arranged  bus tours.  The
large number of competing  theaters and the number of shows could attract ticket
buyers away from the Company's  theatre.  Also,  other area tourist  attractions
could  limit the  growth or even  decrease  ticket  sales.  In  addition,  other
geographic areas are currently actively seeking to increase their tourist bases,
which could, at some point,  negatively  affect the number of annual visitors to
Branson.  The Country  Tonite  Show,  although  having won major  awards,  could
provide  the format to a similar  show  developed  by a competing  theatre  with
possible  adverse  consequences  to the Company.  In October  1999,  the Country
Tonite Theatre received the Branson 1999 Show of the Year Award.

         CRC of  Branson  was  indebted  to Ahab  of the  Ozarks  ("Ahab"),  the
mortgage  holder of the Country Tonite  Theatre,  in the principal  amount of $7
million.  This  obligation  matured  October 1, 1999. in September of 1999,  the
Company entered into an agreement, which was finalized in October 1999 with Ahab
whereby the Theatre asset (with an appraisal value of  approximately $7 million)
was transferred to Ahab and the Company's $7 million mortgage obligation to Ahab
was canceled.  In addition,  Ahab entered into a two-year  triple net lease with
CRC of Branson,  guaranteed by the Company,  for a rental payment of $70,000 per
month. CRC of Branson has five one-year options to renew the lease at that rent,
plus a cost of living index  increase not to exceed 3% per year. The Company has
agreed to make  approximately  $100,000 in capital  improvements to the Theatre,
which were  completed by June 1, 2000.  The Company has  negotiated an option to
purchase the Theatre from Ahab of the Ozarks for $6.5 million through the period
ending  September  30, 2001 and has a right of first  refusal  during the period
ending  September 30, 2004. The transaction  required the Company to recognize a
loss of $536,000 in its 1999 Income Statement. The transaction, however, removed
$7 million in debt and $6.5 million in assets from the  Company's  balance sheet
and reduced its monthly cash flow obligation by approximately $5,000.

                                       5
<PAGE>

         The  Company  entered a letter of intent  with On Stage  Entertainment,
Inc., a publicly traded (NASD OTCBB:  "ONST") Nevada corporation on November 21,
2000, to sell the assets of CRC of Branson, Inc., relating to the Country Tonite
Theatre in Branson, Missouri and the Country Tonite Production Show. The parties
intend to close the proposed transaction on or about January 31, 2001.

Country Tonite Theatre - Pigeon Forge

         CRC of  Tennessee,  Inc.  ("CRCT"),  a wholly owned  subsidiary  of the
Company and Burkhart Ventures,  LLC formed a joint venture, CTT, LLC, to present
the  Country  Tonite  Show in a  1,500-seat  theatre  located  in Pigeon  Forge,
Tennessee,  which opened on March 21, 1997.  CRCT owned 60% of the joint venture
and managed the theater. The Company and Burkhart Ventures, LLC, entered into an
agreement,  which  terminated  the Company's 60% ownership of CTT, LLC effective
December 31, 1998 for a purchase  price of $20,000 (the "Purchase  Price").  The
Purchase Price was payable on September 30, 1999, subject to ticket sales at the
Theatre  between  January 1, 1999 and September 30, 1999 increasing 10% over the
comparable period for 1998 or the Purchase Price would be discounted to $10,000.
As of September 30, 1999, average ticket sales were 13% higher than ticket sales
for the same period 1998. Therefore,  the Company received $20,000 on October 6,
1999 as payment in full for its 60%  interest in CTT,  LLC.  Termination  of the
Company's 60% Joint Venture interest with CTT, LLC has reduced the Company's net
out-of-pocket  expenditures by $337,000 for the nine month period in 1999 versus
the same period in 1998 related to the Company's 60%  contribution  to fund CTT,
LLC operating  losses.  Further,  under the terms of the Agreement,  the Company
manages  CTT,  LLC for a fee of $2,000  per week in season  and  $1,000 per week
during the off season for the period January 1, 1999 through  December 31, 1999.
The Company has had no vested ownership  interest in or financial  obligation to
CTT, LLC after December 31, 1998. Burkhart Ventures,  LLC,  representing 100% of
the interest of CTT, LLC as of January 1, 1999,  contracted  with CTE to produce
shows  for the 1999  calendar  season  for a fee of  $36,750  per 12 show  week.
Burkhart Ventures,  LLC, gave notice to CTE that it wished to extend the contact
term for the 2000 show season,  which began March 10, 2000 at a contract rate of
$34,600 per week.  On April 20, 2000,  the Company  entered a license  agreement
with the owner/operator of CTTPF, Tennessee.  The license grants CTTPF the right
for a forty year term to market,  promote  and direct the  Country  Tonite  show
within  a  150  mile  radius  surrounding  Pigeon  Forge,  Tennessee,  excluding
Nashville,  Tennessee.  CTTPF  paid $1.3  million  for the  license.  CTTPF paid
$900,000  in cash and will make  payments  of $50,000  per year for eight  years
beginning December, 2000.

Tunisia Casino

         The Company,  through its subsidiary,  CRC of Tunisie, 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.

         The entertainment complex and casino is a freestanding building,  which
is located on a  triangular  piece of  property in front of the  425-room  Hotel
Samara, one of three hotels that Samara controls in Sousse. The two other hotels
have 125 and 275 rooms, respectively.  The 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.  Approximately  120  days  ago,  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.  It is approximately  62,608
square  miles in size or  relatively  the same size as  Illinois.  Tunisia  is a
destination  resort area frequented by Europeans and known for its beaches.  The
city of Sousse borders the  Mediterranean.  Casinos are a recent  attraction for
the tourist trade in Tunisia.

                                       6
<PAGE>

         According  to the  Ministry of Tourism,  the number of annual  tourists
visiting Tunisia is estimated to be 4.5 million per year, and the average length
of stay for tourists is  approximately 6 days.  There are  approximately  20,000
hotel  rooms in the city of Sousse  with many more in the  outlying  areas.  The
tourist season is May 15 through October.  According to the Ministry of Tourism,
during this time, the hotel rooms are historically, on average, 80% occupied and
the average  occupancy rate  year-round is 53%. The closest airport to Sousse is
approximately 30 minutes away.  Tourists are typically bused from the airport to
Sousse.

         The Company is desirous  of selling  its casino  operation  in Tunisia,
N.A. Accordingly, the Tunisian operation is reported on the financial statements
of the Company as a "discontinued operation."

Regulation and Licensing of Gaming Activity

         The ownership  and operation of casinos in the U.S.,  Tunisia and other
gaming jurisdictions is highly regulated. The Company obtained its operating and
gaming license in Tunisia and opened the casino on October 18, 1997. The Company
was required to renew its gaming  license this  October,  2000.  The Company has
received  notice  that the  Tunisian  government  has  agreed to  extend  Casino
Caraibe's gaming license for a three-year period.

         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.

Employees

         At September 30, 2000, the Company had 10 employees at its headquarters
in  Ocean  Springs,   Mississippi;   7  employees  at  its  Fresno,   California
BounceBackMedia.com,  Inc.,  office; 105 employees at the Country Tonite Theatre
in Branson,  Missouri  (reduced  to  approximately  6  employees  during the off
season);  and 100 employees in Sousse,  Tunisia. The entertainers are contracted
for the subsequent season between December and February each year.

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

ITEM 2. PROPERTIES

         The Company's leased properties include principally: the Country Tonite
Theatre in Branson, Missouri; the casino and theatre complex in Sousse, Tunisia,
the    Company's    executive    office   in   Ocean    Springs,    Mississippi;
BounceBackMedia.com  office in Fresno, California, and a residential property in
Ocean Springs, Mississippi.

         The 2,000-seat Country Tonite Theatre in Branson, Missouri is leased by
CRC of Branson  for an initial  two year  triple  net lease,  guaranteed  by the
Company,  for rental of $70,000  per month until  September  30,  2001,  and the
Company has five one-year  options to renew the lease at that rent,  plus a cost
of living index increase, not to exceed three percent (3%) per year. The Company
has an option to purchase the theatre for $6.5 million through the period ending
September  30, 2001 and has a right of first  refusal  through the period ending
September 30, 2004.

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<PAGE>

         The Company  leases  pursuant  to a 2 year lease,  an office in Fresno,
California at a cost of $30,000 annually for its subsidiary BounceBackMedia.com,
Inc.

         The Company  leases  pursuant to a five-year  lease,  expiring in 2002,
executive  office space in Ocean  Springs,  Mississippi at a rate of $67,500 per
annum.

         The 42,000 square foot casino resort in Tunisia 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 $400,000 US at the current exchange rate,
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  $.85 US) per paying
customer.

         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

         In 1995,  James Barnes and Prudence  Barnes,  two former  officers of a
subsidiary of the Company,  brought suit in State District Court,  Clark County,
Nevada,  against the Company in connection with their employment  termination in
June 1995. The Barnes have alleged the Company breached their contracts based on
the termination of the Barnes  employment;  intentional  misrepresentation;  and
breach  of  contract  based on the  untimely  registration  of their  stock.  No
specific amount of damages has been claimed.  On May 31, 2000, the Clark County,
Nevada Court dismissed the Barnes' claims of intentional  misrepresentation  and
breach of  contract  based on the  untimely  registration  by the Company of the
Barnes' stock but found in favor of the plaintiffs with respect to breach of the
Barnes' employment contracts.  The Court awarded the Barnes the balance of wages
under their employment  agreements plus interest and certain attorney  expenses,
which total $185,000.  The judgment was paid with respect to this matter and the
claims  Barnes  asserted  with  respect to the matter are now fully and  finally
resolved.

         On December  31,  1997,  the  Company's  former  chairman,  Kevin Kean,
defaulted  on repaying  $1,232,000  plus accrued  interest due the Company.  The
Company  filed suit against Mr. Kean which  resulted in a  settlement  agreement
(the "Settlement Agreement").  Under the Settlement Agreement, 220,000 shares of
Company  stock were canceled  along with the 150,000  shares then pledged to the
Company, at the market price of $1.19 per share. Additionally, Mr. Kean executed
a new promissory note in favor of the Company (the "Renewal Note").  The Renewal
Note was in the amount of $1,196,885, and was to mature on January 15, 2001. The
Renewal  Note was  collateralized  by Mr.  Kean's 5% interest  in the  Company's
Pokagon  management  fee. The  Settlement  Agreement  also permitted that in the
Company's sole discretion,  and at any time prior to maturity, the Company could
take the collateral as payment in full for the note. Further, under the terms of
the Settlement  Agreement:  "in the event that the Company shall sell, assign or
transfer its interest in the Pokagon Project,  in whole or in part, to any other
party, by way of sale, loan,  settlement,  fee or otherwise for consideration in
an amount in excess of $1 million,  Kean's  obligation  under the  Renewal  Note
shall be fully  discharged  and satisfied and the Company shall mark the Renewal
Note "Paid" and return it to Kean." In August 1999, the Company and Lakes Gaming
entered into a Revised Conditional  Release Agreement and Termination  Agreement
regarding  the  Pokagon  Project  pursuant  to which the  Company  received a $2
million cash advance,  which is subject to repayment if certain future events do
not occur.  The Company marked the Renewal Note "Paid" after  offsetting any fee

                                       8
<PAGE>

due Mr. Kean under the Pokagon Management Agreement and returned it to Kean with
the understanding that the obligations thereunder are now discharged.

         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 the Technical Assistance and Consulting Agreement
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  asserts
that it has 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 Company plans to
vigorously  pursue the claim and seeks a judgment against Harrah's plus interest
and legal fees.

         The Company  initiated a civil suit against  Willard  Smith and Monarch
Casinos, Inc. on December 19, 1998 in the Circuit Court of Jackson, 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 counter claim 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. The Company and Mr. Pilger each plan to vigorously defend themselves
against  the  alleged  counterclaims  and are asking  the court to  dismiss  the
matter. A trial date has been set for April, 2001.

         The Company  initiated suit against Mark McKinney and Mana Corporation,
on March 12, 1999, in the Circuit Court of Benton County,  Arkansas. The Company
alleges that Mr. McKinney and Mana Corporation  breached the terms of the Letter
of Intent and the Extension  Agreement  dated  December 4, 1998, by  prematurely
terminating  the agreement  before April 30, 1999,  and failure to repay a short
term loan made to Mark McKinney,

                                       9
<PAGE>

personally.  The  Company  sought a  judgment  against  Mark  McKinney  and Mana
Corporation in the amount of $150,000 plus interest and attorney's  fees. Due to
the  uncertainty  of Mr.  McKinney's  ability to make  payment,  $75,000 of this
receivable  was  reserved.  In November  1999,  Mana  Corporation  petitioned an
Arkansas  Court for  reorganization  under  Chapter 11 of the  Bankruptcy  Code;
therefore  the balance of the  receivable  was  reserved in November  1999.  The
Company received a judgment  against Mark McKinney,  personally in the amount of
$165,000 in Benton  County,  Arkansas  Circuit  Court.  On April 10, 2000,  Mark
McKinney,  personally,  petitioned  the  Western  District,  Arkansas  Court for
protection under Chapter 13 of the Bankruptcy Code.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         There were no matters  submitted to a vote of security  holders  during
the fourth quarter of the fiscal year ended September 30, 2000.


--------------------------------------------------------------------------------
                                     PART II
--------------------------------------------------------------------------------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS
Market Information
         The  Company's  common stock  (symbol  "CSNR") and its Class A warrants
(symbol  "CSNRW") were formerly traded on the NASDAQ National Market System.  On
May 24, 1999,  the Company was notified by NASD that the Company had not met the
net tangible asset listing requirement of NASDAQ and,  therefore,  the Company's
common  stock  and its  warrants  would be moved to the OTCBB  effective  at the
opening of trading on May 25, 1999. Each warrant entitled the holder to purchase
one share of common stock at an exercise price of $6.75. The warrants expired on
September  15, 1999.  The  following  table sets forth,  for the fiscal  periods
indicated,  the high and low  sales  prices  of the  common  stock  and  Class A
warrants as reported by NASDAQ from October 1, 1998  through May 24,  1999,  and
the high and low bid prices of such  securities  as reported by NASDAQ since May
24, 1999 until  September 15, 1999.  Quotations  prices for May 24, 1999 reflect
inter-dealer prices without retail mark-up, mark-down or commission, and may not
represent actual transactions:

<TABLE>
<CAPTION>
                                          Common Stock                  Warrants
                                        -----------------          -------------------

                                        High         Low           High           Low
                                        ----        -----          ----          -----
<S>                                     <C>         <C>            <C>           <C>
FISCAL 2000

           First Quarter                $0.21       $0.13           N/A           N/A

           Second Quarter               $0.75       $0.40           N/A           N/A

           Third Quarter                $0.84       $0.28           N/A           N/A

           Fourth Quarter               $0.38       $0.16           N/A           N/A

FISCAL 1999

           First Quarter                $0.97       $0.31           $0.03         $0.11

           Second Quarter               $0.75       $0.25           $0.03         $0.13

           Third Quarter                $0.84       $0.25           $0.01         $0.08

           Fourth Quarter               $0.59       $0.20           $0.03         $0.001
</TABLE>

                                       10
<PAGE>

Holders

         On December 29, 2000 there were approximately 300 record holders of the
common stock.

Sales of Unregistered Securities

         On December 31, 1999 the Company and Roy Anderson  Holding  Corp.  (the
current  debenture  holder)  agreed  to amend and  restate  the  debenture.  The
agreement separated the remaining  outstanding balance of the original debenture
as of December 31, 1999 in the amount of  $1,028,553  into two  debentures.  The
first  debenture  called for the  Company  to pay  $342,655  along  with  simple
interest  fixed  at 6% per  annum.  The  first  debenture  was  paid in  monthly
installments of $44,238  beginning April 2000 with the last payment completed on
November 2000, fully satisfying the related debt. The second debenture calls for
the Company to pay $685,897  along with simple  interest  fixed at 6% per annum.
This  debenture is payable in one lump sum at its maturity on December 31, 2002.
In addition,  the second debenture provides for mandatory prepayments if certain
conditions should arise.  These most notably relate to the Company's  completion
of the sale of its  discontinued  operations,  sale or other  disposition of its
existing  business  operations  or  assets,  collection  of  any  proceeds  from
litigation and the  collection of any payments from the Lakes Gaming  agreement.
Due to the nature of the potential On Stage  Entertainment,  Inc. asset purchase
transaction  contemplated to close January 31, 2001, Roy Anderson  Holding Corp.
agreed on November 20, 2000, to modify the timing of the mandatory prepayment of
debenture  two so that full  settlement  of debenture two will coincide with the
Company's  receipt  of its final  payment  of the  purchase  price from On Stage
Entertainment,  Inc. In consideration for the adjustment by Roy Anderson Holding
Corp.,  the Company has agreed to revise the maturity date of debenture two from
December 31, 2002 to December 31, 2001. In connection with the  restructuring of
the debt, the Company  granted Roy Anderson  Holding Corp. an option to purchase
300,000  shares of the Company's  common stock at an exercise  price of $.17 per
share. The option was exercised on May 30, 2000. Upon Company's  satisfaction in
full of all outstanding  amounts due under the second debenture 1,100,000 shares
of common stock held in escrow shall be cancelled.

         Mr. Pilger purchased 852,250 shares of Company common stock held by Roy
Anderson  Holding  Corp.  on December  31, 1999 for  purchase  price of $.10 per
share.

Dividends

         No dividends have been declared or paid since September 30, 1998.

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.

CONSOLIDATED

         The Company's revenues from continuing  operations were $537,213 during
the fiscal year ending September 30, 2000.

                                       11
<PAGE>

CONTINUING OPERATIONS

GENERAL AND ADMINISTRATIVE

         The Company's general and administrative expenses aggregated $2,514,402
in fiscal 2000 compared to  $2,877,534  for fiscal 1999, a decrease of $363,132.
The decrease was primarily due to reductions of bad debt expense  ($197,633) and
reductions in general and administrative bonuses ($269,559) in fiscal 2000.

INTEREST EXPENSE

         Interest  expense totaled $212,486 for fiscal 2000 compared to $659,762
for fiscal 1999. The decrease of $447,276 in 2000 from 1999 was primarily due to
the sale lease back transaction with Ahab of the Ozarks in October, 1999.

OTHER

         Interest  income as of  September  30,  2000 was  $43,769  compared  to
$45,354  for the same  period in 1999,  a  decrease  of  $1,585  or 4%.  This is
consistent with the prior year.

BOUNCEBACKMEDIA.COM, INC.

         BounceBackMedia.com,  Inc. commenced  operation January,  2000 with the
acquisition of all of the assets of Raw Data,  Inc. The Company entered into two
employment  agreements with multi-media  professionals,  Roger Birks and Ricardo
Gonzalez,  January, 2000. Mr. Birks was CEO of BounceBackMedia.com from January,
2000 until his  termination  in November,  2000. Mr.  Gonzalez,  a specialist in
multimedia  design  and  software  engineering  is Chief  Operating  Officer  of
BounceBackMedia.com.

         BounceBackMedia.com's   business  strategy   includes   development  of
interactive  promotional  messages  delivered  digitally through various storage
media,  with  emphasis on CD-Rom and the  internet.  The Company  believes  that
internet  technology  and advances with CD-Rom will change the  fundamentals  of
business  operations in the future.  BounceBackMedia.com's  new media production
talent and  understanding  of CD-Rom  storage  media will allow the  Company the
ability to capitalize on internet-centric marketing communications.

         Revenues for fiscal 2000 were $486,499.  Operating expenses,  including
cost of goods sold, wages,  marketing,  promotional  expense and office expenses
were $898,258.  Additionally,  BounceBackMedia.com,  Inc., was in its first year
start-up  mode and  incurred  certain  one-time  costs  which were  expensed  as
incurred. There is no basis for comparison for revenue or operating expenses, as
this is the first year of  operations.  Due to the  novelty  and  newness of the
technology  the Company  has been  required  to focus its  marketing  efforts on
educating   and  building   awareness  of  its  products  and  their   potential
applications in the marketplace. The thrust of BounceBackMedia.com, Inc.'s first
year  business has come from major U.S.  companies  who were desirous of testing
the mini CD-Rom  products  under  various  application  formats in smaller order
sizes ranging from 1000 to 10,000 increments. Actual operating losses paralleled
the first year budget projections.  Due to growing competition in the customized
mini CD market, slower than anticipated acceptance of the mini CD technology and
its  applications by businesses and consumers alike and the perceived  threat of
obsolescence due to rapid advances in the technology  industry,  there can be no
assurances  that  BounceBackMedia.com,  Inc. will ever be  profitable.  However,
BounceBackMedia.com,  Inc. is reacting to marketplace conditions by focusing its
efforts on specific  business  applications of its mini CD products by utilizing
in-house templates and customized use of available software technology.

                                       12
<PAGE>

LAKES GAMING AGREEMENT

         See Note 12 to the Financial  Statements and  discussion  under Item 1.
"Business".

DISCONTINUED OPERATIONS

ENTERTAINMENT

Country Tonite Theatre - Branson, MO

         The  Country  Tonite  Theatre in  Branson,  Missouri,  had fiscal  2000
revenue of  $6,004,507,  an increase of $146,747 or 2% from fiscal 1999 total of
$5,857,760.  Paid  attendance for the Country Tonite show was 27% of capacity in
2000 compared to 27% of capacity in fiscal 1999. Average ticket price was $18.79
in fiscal 2000 compared to $17.33 in fiscal 1999.  Operating  expenses decreased
(including project,  general and administrative costs,  depreciation and cost of
sales)  $369,717 to  $4,255,073  in fiscal 2000 from  $4,524,790 in fiscal 1999.
Operating income increased $416,464 to $1,749,434 in fiscal 2000 from $1,332,970
in fiscal  1999.  This  increase  is due  predominately  to the  elimination  of
depreciation expense as a result of the sale/lease back transaction with Ahab of
the Ozarks.

Country Tonite Production Show

         Country Tonite revenues totaled  $1,754,553 in fiscal 2000, an increase
of $191,495  from  revenues of  $1,563,058  for fiscal  1999.  This  increase is
primarily  related  to the sale of the  Country  Tonite  Production  license  to
Country Tonite Theatre, Pigeon Forge (CTTPF) in mid-May 2000. Operating expenses
(including project, general and administrative costs and depreciation) decreased
$843,255  to $677,324  in fiscal  2000 from  $1,520,579  in fiscal 1999 as CTTPF
assumed all operating expenses under the licensing  agreement.  Operating income
increased $1,049,349 to $1,091,828 in fiscal 2000 from $42,479 in fiscal 1999.

Country Tonite Theatre - Pigeon Forge

         CRC of Tennessee,  Inc.,  ("CRCT") and Burkhart Ventures,  LLC formed a
joint  venture to present  beginning  March,  1997,  the Country  Tonite Show in
Pigeon Forge,  Tennessee.  CRCT, the 60% joint venture  partner,  terminated its
relationship with Burkhart  Ventures,  LLC on December 31, 1998. Under the terms
of the agreement,  the Company continued to manage the Country Tonite Theatre at
Pigeon Forge for a fee of $1000.00 per week  off-season,  and $2,000.00 per week
in-season,  during  fiscal  1999.  Revenues  for fiscal 1999 were  $807,402  and
expenses for fiscal 1999 were $678,743.

GAMING, TUNISIA

         Revenue for fiscal 2000 was $3,259,814 compared to $2,526,193 for 1999,
an increase of  $733,621,  or 29% which was  primarily  due to  increases in the
junket   business.   Operating   expenses   including   project,   general   and
administrative  costs,  depreciation  and cost of sales  increased  $77,530 from
$4,113,841 in 1999 to $4,036,311 in fiscal 2000.  While  operating  expenses for
fiscal 2000 were comparable to fiscal 1999,  expenses directly related to gaming
revenue increased.  The operating loss was $776,497 (net of $395,000  management
fees which is eliminated in consolidation) for fiscal 2000 compared to a loss of
$1,587,648   (including   $240,000  of   management   fees  is   eliminated   in
consolidation).

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2000,  the Company had cash of $98,208  compared to
$957,254 as of September 30, 1999.

         The Company's  principal  source of cash,  its  entertainment  segment,
provided cash of $2,259,947  and $1,895,826 in 2000 and 1999,  respectively,  is
now  reported  as  discontinued   operations.   Also  reported  as  discontinued
operations is the Company's gaming segment, which used cash totaling $32,420 and
$378,153 in 2000 and 1999, respectively.

         During 2000, the Company  focused on the marketing,  sales and business
solutions to the Internet and e-commerce  industries.  In pursuit of this focus,
the Company used $85,000 cash to acquire RawData Inc. and an additional $554,296
to fund its first year  operations.  BounceBackMedia,  Inc.  (formerly  RawData,
inc.)  is now  poised  to  avail  itself  of the  ever  expanding  Internet  and
e-commerce markets.

         In connection  with its change in focus,  the Company  reduced the long
term debt of continuing  operations in 2000 by $1,255,242  with cash payments of
$816,600 and a noncash gain of $438,642 on the early  extinguishment of debt. In
November,  2000, Roy Anderson  Holding Corp.  agreed to modify the timing of the
mandatory prepayment of Debenture Two so that full payment of Debenture Two will
coincide with the Company's  receipt of the final payment of the purchase  price
from On Stage.  In  consideration  for the  adjustment  by Roy Anderson  Holding
Corp.,  the Company  agreed to revise the maturity  date of  Debenture  Two from
December  31, 2002,  to December  31, 2001.  The impact on cash will be $685,897
with simple interest fixed at 6% per annum.

         The Company expects cash from continuing operations to be sufficient to
meet capital  expenditures,  debt service and working  capital  requirements  in
2001. The Company also anticipates cash to be provided from the sale or lease of
its discontinued operations.  The Company also has a line-of-credit  arrangement
with 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 the  personal  guaranty  of the  Company's  CEO,  John  Pilger.  At
September 30, 2000 and 1999, 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 deferred  revenue in 2000 and 1999.  Payment
of the  remaining  $14.1  million is  contingent  upon opening of the casino and
other events occurring in the future.  Lakes Gaming anticipates  construction of
the Michigan casino commencing in 2001.  However,  there can be no assurances as
to timing  the start of  construction  since the  proposed  gaming  site must be
accepted into trust by the U.S. government before construction can begin.

         In August, 1999, the Company marked the renewal note of Kevin Kean paid
after  offsetting any fee due Mr. Kean under the Pokagon  Management  Agreement,
with the  understanding  that all obligations were discharged.  This transaction
had no impact on cash for fiscal 2000.

         During the year ended September 30, 2000, capital  expenditures totaled
$105,764 compared to $33,423 for the 1999 fiscal year.  Capital  expenditures in
2000 consisted  principally of purchases and  implementation of a new accounting
software  system  ($23,000) and the purchase of equipment  for  BounceBackMedia,
Inc. ($80,000).

SEASONALITY

         The theatre operations in Branson, Missouri and Pigeon Forge, Tennessee
are  affected  by  seasonal  factors  and,  in  addition,  will be  closed  from

                                       14
<PAGE>

mid-December  through mid-March.  This period is historically when theatres like
the Company's  normally close in Branson and Pigeon Forge. The casino in Tunisia
is also  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.

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.

NEW ACCOUNTING PRONOUNCEMENTS

Implementation of SAB 101

         The Securities and Exchange  Commission  (SEC) issued Staff  Accounting
Bulletin (SAB) 101,  Revenue  Recognition in Financial  Statements,  in December
1999.  The SAB 101  summarizes  certain  of the SEC  staff's  views in  applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  Concurrent  with the audit of its financial  statements  for fiscal
2000, the Company  performed a comprehensive  review of its revenue  recognition
policies and determined that they are in compliance with SAB 101.

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.



                                       15
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Index to  Financial  Statements  appears  at page F-1  hereof,  the
Report of  Registrant's  Independent  Accountants  appears  at pages F-2 and F-3
hereof  and the  Consolidated  Financial  Statements  and Notes to  Consolidated
Financial Statements of the Registrant appear beginning at page F-4 hereof.

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

Non-Compliance with Requirement for Timely Interim Review

         The SEC adopted  amendments to Item 310(b) of Regulation S-B, effective
for fiscal  quarters  ending on or after March 31,  2000,  which  require that a
company's  interim  financial  statements be reviewed by an independent  auditor
prior to filing its form  10-QSB  with the  Commission.  The  Company's  interim
financial  statements for the periods ending March 31 and June 30, 2000 were not
reviewed by the  Company's  independent  auditor.  The June 30 statement was not
reviewed by the Company's independent auditor due to their resignation effective
July 25, 2000. A Form 8-K was filed by the Company  August 1, 2000 reporting the
resignation  of the Company's  auditor,  BDO Seidman,  LLP. Ciro Adams,  CPA was
engaged as the Company's auditor on December 12, 2000.

--------------------------------------------------------------------------------
                                    PART III
--------------------------------------------------------------------------------

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Set forth below is  information  as of September 30, 2000 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 54, 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.

         John W.  Steiner,  age 58, 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,
warehousing 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 40, 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.



                                       16
<PAGE>

         Dennis  Evans,  age 54, 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 Vice President
of Marketing.

         Noreen  Pollman,  age 52, 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 40, was named Vice President of  Entertainment of
the Company on August 1, 1994.  He has served as a director of the Company since
March 1995 and from 1987 to 1993.  Mr. Allen served as Executive  Vice President
and Chief  Marketing  Officer of the Company's  former  subsidiary  Recreational
Property  Management,  Inc. from 1986 to 1987. He also previously served as Vice
President of Telecommunications.

         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,  2000 all  Section  16(a)  filing  requirements  were
complied with and filed in a timely fashion.

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 Robert J. Allen, the Named
Executive Officers (as defined below) for services rendered in all capacities to
the Company for the fiscal years ended September 30, 2000, 1999 and 1998.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                                           (2)
                                                                            Other Annual  Restricted    Securities
                                                                                             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>
John J.  Pilger  (5) . . . . . . .  2000    253,845(6)          -0-             -0-           -0-          -0-          165,306(7)
 Chief Executive Officer            1999    486,396(2)       161,000(3)         -0-           -0-          -0-             -0-
                                    1998    464,747(4)          -0-             -0-           -0-          -0-             -0-

Robert J.  Allen . . . . . . . . .  2000    124,786(8)          3,580(9)        -0-           -0-          -0-             -0-
 Executive Vice President,          1999    130,777          41,434(3)          -0-           -0-          -0-             -0-
  Entertainment                     1998    119,412             -0-             -0-           -0-          -0-             -0-

<FN>
1)       Under  Securities and Exchange  Commission  rules, the "Named Executive
         Officers" include (i) each person who served as Chief Executive Officer
         during  fiscal  2000,  (ii) each person who (a) served as an  executive
         officer at September 30, 2000,  (b) was among the four most highly paid
         executive  officers of the Company,  not including the Chief  Executive
         Officer,  during  fiscal 2000 and (c) earned  total  annual  salary and
         bonus compensation in fiscal 2000 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, 2000.
</FN>
</TABLE>

                                       17
<PAGE>

2)       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.

3)       A one time discretionary bonus was approved by the Board in conjunction
         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  and Mr.  Allen was  awarded  $37,500  for their
         instrumental efforts in securing this contract.

4)       Includes contractual  compensation and a $150,000 fee paid for services
         rendered for CRC Tunisia.

5)       During  fiscal  1999,  1998 and  1997,  Mr.  Pilger  received  personal
         benefits,  the aggregate  amounts of which did not exceed the lesser of
         $50,000 or 10% of the total of the annual salary and bonus reported for
         Mr. Pilger in such years.

6)       Includes  gross  salary for payroll  periods  starting  October 1, 1999
         through September 30, 2000 of $253,845.24 which includes $18,182.80 for
         1999 calendar year vacation paid in lieu of time off.

7)       Noncash  compensation of $165,305.64 which 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  Chairman  on the  Foreign
         subsidiary as granted by the Board of Directors of the Company.

8)       Includes  gross  salary for payroll  periods  starting  October 1, 2000
         through September 30, 2000 of $128,366.22.

9)       A bonus dated January 10, 2000 for $3,580.00.

EMPLOYMENT AGREEMENTS

         The Company entered into an Employment 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

                                       18
<PAGE>

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.
         Further,  in 1998 the Company  entered into an Agreement with Robert J.
Allen where upon a Change of Control Event,  which is  substantially  similar to
that defined in Mr.  Pilger's  Supplementary  Employment  Agreement  and set out
above,  Mr.  Allen has the right to  receive  upon  termination  2.99  times his
average  annual  salary  including  bonuses  payable  within 30 days plus  other
benefits.

Other
         John J. Pilger  received  $125,000 in October  1998 for  services to be
rendered in Fiscal 1999 for CRC of Tunisia.  Under a Board  approved  resolution
Mr. Pilger was to receive an additional  $125,000  compensation for fiscal 2000,
however Mr. Pilger  canceled the agreement,  and therefore,  did not receive the
third year payment of $125,000, which would have been due him thereunder.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of  December  20,  2000,  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(12)       Percentage of
Name and Address of Beneficial Owner                                Beneficially Owned (1)    Outstanding Shares
------------------------------------                                ----------------------    ------------------
<S>                                                                    <C>                         <C>
John J. Pilger........................                                 1,964,018 (2)(10)           14.2%
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)                1.3%
Kevin M. Kean.....................                                     1,400,944 (8)               10.8%
Roy Anderson Holding Corp.....                                         1,100,000 (9)                9.0%
All Directors and Executive Officers as a group (6 Persons)            2,528,187 (11)              15.2%
<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 options,
     which are  immediately  exercisable or which will be exercisable  within 60
     days. Of the Shares reflected above 111,000 are owned by 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

                                       19
<PAGE>

     shares owned by Richard A. Howarth,  Jr., (a former officer of the Company)
     and  1,100,000  Shares (as of January 1, 2000) held in escrow as collateral
     under the Restated Debenture  Agreement dated December 31, 1999 (see Note 9
     below). Mr. Pilger, his wife and children have the right to vote a total of
     4,569,962 outstanding shares or 35.7% of the shares outstanding.

3)   Includes  149,000  shares deemed  beneficially  owned  pursuant to options,
     which are  immediately  exercisable or which will be exercisable  within 60
     days.

4)   Includes 90,000 shares deemed beneficially owned pursuant to options, which
     are immediately exercisable.

5)   Includes 30,000 shares deemed beneficially owned pursuant to options, which
     are immediately exercisable.  6) Includes 45,000 shares deemed beneficially
     owned pursuant to options, which are immediately exercisable.

7)   Includes  149,000  shares deemed  beneficially  owned  pursuant to options,
     which are  immediately  exercisable or which will be exercisable  within 60
     days.

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 transfer  such
     Shares  to an  unaffiliated  third  party in a bona fide  transaction.  Mr.
     Kean's address is 2644 E. Lakeshore Drive, Baton Rouge, Louisiana 70808.

9)   Includes 1.1 million  shares being held in escrow as  collateral to satisfy
     certain  obligations of the Company under  Debentures  dated as of December
     31,  1999.  Mr.  Pilger or Mr.  Allen holds a proxy for these  Shares until
     Company has satisfied its obligations in full to Roy Anderson Holding Corp.
     Upon full  satisfaction  of debt the stock will be cancelled.  Roy Anderson
     Holding Corp's, address is: P.O. Box 2, Gulfport, Mississippi 39502.

10)  Includes  852,250  shares of Company  common stock  purchased by Mr. Pilger
     from Roy Anderson Holding Corp. on December 31, 1999.

11)  See Notes 2,3,4,5,6, 7, and 10.
</FN>
</TABLE>

OPTION GRANTS AND EXERCISES

         The  Company  has not  granted,  repriced  or  canceled  any options to
executive  officers  during fiscal 2000, nor have any  executives  exercised any
options during fiscal 2000.

         The  following  Table sets forth  with  respect to the Named  Executive
Officers Information concerning the exercise of stock options during fiscal 2000
and unexercised options held as of the end of fiscal 2000. The Company has never
granted stock appreciation rights.

                                       20
<PAGE>
<TABLE>
<CAPTION>
                           AGGREGATED OPTION EXERCISES
                     AND FISCAL 2000 YEAR-END OPTION VALUES

                                                              NUMBER OF SECURITIES                  VALUE OF UNEXERCISED
                          SHARES                             UNDERLYING UNEXERCISED                     IN-THE-MONEY
                        ACQUIRED ON        VALUE             OPTIONS AT 9/30/00 (#)                OPTIONS AT 9/30/00 ($)
                         EXERCISE         REALIZED    ------------------------------------- --------------------------------------
NAME                        (#)             ($)          UNEXERCISABLE       EXERCISABLE       UNEXERCISABLE       EXERCISABLE
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>               <C>             <C>                   <C>                <C>
John J. Pilger              -0-             -0-                0               235,000              -0-                -0-
Noreen Pollman              -0-             -0-                0               149,000              -0-                -0-
Robert J. Allen             -0-             -0-                0               149,000              -0-                -0-
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Company Loans

         At September  30,  2000,  John J. Pilger was indebted to the Company in
the amount of $272,460 including principal and interest.

         On December  31,  1997,  the  Company's  former  chairman  (Kevin Kean)
defaulted on repaying  $1,232,000  plus  interest  due the Company.  The Company
filed suit against Mr. Kean, which resulted in a settlement agreement. Under the
agreement,  220,000 shares of the Company's  common stock owned by Mr. Kean were
cancelled  along with the 150,000  collateral  shares held (valued at the market
price of $1.19 per share). Additionally, the Company and Mr. Kean entered into a
$1,196,885  note  agreement.  which  included  $143,000 of  previously  reserved
interest  and was  scheduled  to  mature  on  January  15,  2001.  The  note was
collateralized  by Mr.  Kean's 5% interest in the Company's  Pokagon  management
fee.  Solely at the  Company's  discretion,  at any time prior to maturity,  the
Company  could take the  collateral  as payment in full for the note.  Under the
terms of the Loan and Settlement  Agreement,  ". . . In the event that CRC shall
sell,  assign or transfer  its interest in the Pokagon  Project,  in whole or in
part, to any other party, by way of sale, loan, settlement, fee or otherwise for
consideration in an amount in excess of $1 million,  Kean's obligation under the
Renewal Note shall be fully discharged and  satisfied..." The Company has marked
the Renewal Note "Paid" after  offsetting any fee due Mr. Kean under the Pokagon
Management  Agreement  and returned it to Kean with the  understanding  that the
obligations thereunder are now discharged.

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 will
continue to act as Secretary of Company with  responsibility for maintaining the
Company's  corporate books and records.  The Company  anticipates it will reduce
its long term out-of-pocket  expenses associated with Ms. Pollman's  employment.
The Board approved  Agreement  features Change of Control  provisions where upon
termination  of this  Agreement Ms.  Pollman will receive 2.99 times her average
annual  compensation which moneys will be payable in thirty days.  Additionally,
this Agreement  provides for a one-time bonus of up to $156,000 in stock or cash
payable in full no later than  December  31,  1999,  $100,000 of which bonus was
utilized  to pay in full the  $86,000  loan plus  interest  due the  Company  on
September  1998.  Ms.  Pollman's  consulting  agreement  has been extended for a
two-year  period and the rate per hour  increased from $67.00 to $85.00 per hour
as of September 1999. Ms. Pollman is a Director of the Company.

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.

                                       21
<PAGE>

         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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

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

2.1      Palace Casino Asset Acquisition Agreement (6)

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

3.3      Bylaws of the Company, as amended (3)

4.1      Form of $300,000 Convertible Debenture between the Company and G.P.S.
         Fund, Ltd., due September 10, 1998 (7)

4.2      Form of $500,000 Convertible Debenture, between the Company and Gifford
         Fund, Ltd., due September 9, 1998 (7)

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. LaRocca, 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)

4.9      $1,500,000 6% Cumulative Convertible Debenture, between the Company and
         Maritime Group, Ltd., dated January 31, 1997 (8)

4.10     Amendment to 13% Convertible Debentures Due September 9, 1998, and
         September 10, 1998, between the Company, G.P.S. Fund, Ltd., and Gifford
         Fund, Ltd. (8)

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

                                       22
<PAGE>

10.2     Ground Lease dated as of August 11,1993, as amended by the Amendment to
         Ground Lease dated as of April 5, 1995, between Casino Building
         Corporation and Grand Casinos, Inc. relating to the site for the Grand
         Hinckley Inn (5)

10.3     Hotel Development Agreement dated July 23,1993, between the Company and
         Grand Casinos, Inc. relating to the development of the Grand Hinckley
         Inn (1)

10.4     Marketing Enhancement and Purchase/Put Option Agreement dated as of
         August 11, 1993, between the Company, the Corporate Commission and
         Grand Casinos, Inc. relating to the Grand Hinckley Inn (1)

10.5     Form of Warrant Agreement between the Company and Norwest Bank
         Minnesota, N. A., as Warrant Agent, dated September 15, 1993 (1)

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

10.7     Contract to Produce Show dated December 28, 1995, between JMJ, Inc.,
         d/b/a Aladdin Hotel & Casino and Country Tonite Enterprises, Inc.
         relating to the Las Vegas production show (2)

10.8     Agreement for Purchase and Sale of Theatre dated March 11, 1994, among
         the Company, CRC of Branson, Inc. and Ahab of the Ozarks, Inc. relating
         to the acquisition of the Country Tonite Theatre (2)

10.9     Construction and Term Loan Agreement dated as of April 1,1994, as
         amended by the Amendment to Construction and Term Loan Agreement dated
         as of May 1,1994, between Casino Building Corporation and Miller &
         Schroeder Investments Corporation relating to the construction and
         financing of the Grand Hinckley Inn (5)

10.10    Promissory Note dated April 5, 1994, made by Casino Building
         Corporation in favor of Miller & Schroeder Investments Corporation in
         the amount of $3,300,000 (5)

10.11    Mortgage, Security Agreement and Financing Statement dated as of April
         1, 1994, between Casino Building Corporation and Miller & Schroeder
         Investments Corporation (5)

10.12    Guaranty Agreement dated April 1, 1994, by the Company in favor of
         Miller & Schroeder Investments Corporation (5)

10.13    Assignment of Rents and Leases dated as of April 1,1994, as amended by
         the Amendment to of Rents and Leases dated as of May 1,1994, between
         Casino Building Corporation and Miller & Schroeder Investments
         Corporation (5)

10.14    Subordination Agreement dated as of April 1,1994, among the Company,
         Casino Building Corporation and Miller & Schroeder Investments
         Corporation (5)

10.15    Loan Purchase Agreement dated April 1, 1994, among the Company, Casino
         Building Corporation and Miller & Schroeder Investments Corporation (5)

10.16    Assignment dated as of April 1,1994, between Casino Building
         Corporation and Miller & Schroeder Investments Corporation relating to
         the assignment of the Marketing Enhancement and Purchase/Put Option
         Agreement (5)

                                       23
<PAGE>

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)

10.19    Promissory Note dated March 29, 1994, made by Casino Building
         Corporation for $939,739.50 in favor of PDS Financial Corporation
         relating to the financing of furniture, fixtures and equipment for the
         Grand Hinckley Hotel (5)

10.20    Security Agreement dated March 29, 1994, between Casino Building
         Corporation and PDS Financial Corporation (5)

10.21    Guaranty dated March 29, 1994, made by the Company in favor of PDS
         Financial Corporation (5)

10.22    Debt Subordination Agreement dated March 29,1994, among Casino Building
         Corporation, the Company and PDS Financial Corporation (5)

10.23    Assignment dated March 29, 1994, among Casino Building Corporation, the
         Company and PDS Financial Corporation (5)

10.24    Biloxi Star Theater Asset Purchase Agreement dated August 18, 1994,
         among Grand Casinos, Inc., Grand Casinos of Mississippi, Inc.-Biloxi,
         the Company and Casino Building Corporation of Mississippi, Inc. (2)

10.25    Assignment and Assumption of Ground Sublease and Related Documents
         dated September 30, 1994, between Casino Building Corporation of
         Mississippi, Inc. and Grand Casinos Biloxi Theater, Inc. (2)

10.26    Bill of Sale date September 30,1994, between Casino Building
         Corporation of Mississippi, Inc. and Grand Casinos Biloxi Theater, Inc.
         (2)

10.27    Assignment of Warranties, Permits, Licenses, Contracts, Service
         Agreements and other Intangible Rights dated September 30, 1994,
         between Casino Building Corporation of Mississippi, Inc, and Grand
         Casinos Biloxi Theater, Inc. (2)

10.28    Indemnification Agreement dated September 30, 1994, among the Company,
         Casino Building Corporation of Mississippi, Inc., Grand Casinos, Inc.,
         Grand Casinos, of Mississippi, Inc.-Biloxi, and Grand Casinos Biloxi
         Theater, Inc. (2)

10.29    Non-Compete Agreement dated September 30, 1994, among the Company,
         Casino Building Corporation of Mississippi, Inc., Grand Casinos, Inc.,
         Grand Casinos Biloxi Theater, Inc. and John J. Pilger (2)

10.30    Termination Agreement dated as of September 30, 1994, among the
         Company, Casino Building Corporation of Mississippi, Inc., Grand
         Casinos, Inc., Grand Casinos of Mississippi, Inc.-Biloxi (2)

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

10.32    Term Loan Agreement dated as of August 18, 1994, between Casino
         Building Corporation and Grand Casinos, Inc. relating to the line of
         credit (2)

                                       24
<PAGE>

10.33    Term Note dated as of September 23, 1994, between Casino Building
         Corporation and Grand Casinos, Inc. (2)

10.34    Mortgage, Security Agreement, Fixture Financing Statement and
         Assignment of Leases and Rents, dated as of September 23, 1994, made by
         Casino Building Corporation to Grand Casinos, Inc., securing $1,750,000
         Term Note (2)

10.35    Continuing Guaranty (Unlimited) made by the Company in favor of Grand
         Casinos, Inc. dated as of September 23, 1994, relating to the
         $1,750,000 Term Note (2)

10.36    Third Party Pledge Agreement dated as of September 23, 1994, made by
         the Company in favor of Grand Casinos, Inc. and relating to the Term
         Loan (2)

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

10.38    Rights of First Refusal Agreement dated as of September 23,1994,
         between the Company and Grand Casinos, Inc., with respect to the sale
         of the Grand Hinckley Inn. (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)

10.40    Settlement Agreement dated as of September, 1994, between the Company
         and Gerald North (2)

10.41    Settlement Agreement dated December 8, 1994 between the Company and
         Resource Financial Services (2)

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)

10.43    Management Agreement dated February 1995 between CRC West, Inc. and Hoh
         Indian Tribe (5)

10.44    Mutual Release dated August 31, 1995, between CRC West, Inc. and Hoh
         Indian Tribe (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)

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)

10.49    Lease Modification Agreement dated August 7, 1995, with respect to the
         Elkhorn Wisconsin Lease (3)

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

                                       25
<PAGE>

10.51    Letter Agreement dated August 22, 1995, relating to extension of
         maturity date for September 23, 1994 Term Note (3)

10.52    Agreement dated December 1, 1995, between the Company and Kevin M. Kean
         (5)

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)

10.58    Non-Circumvention and Non-Disclosure Agreement dated July 26, 1996,
         between the Company and Huong "Henry" Le (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)

10.61    Lease Agreement dated September 4, 1996, between J. MacDonald Burkhart,
         M.D. and Country Tonite Theatre L.L.C (6)

10.62    Operating Agreement of Country Tonite Theatre, L.L.C. dated September
         24, 1996 (6)

10.63    Limited Liability Company Operating Agreement of New Palace Casino,
         L.L.C. (6)

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

10.65    Consulting Agreement between the Company and Mondhor Ben Hamida (6)

10.66    $800,000 Lyle Berman Family General Partnership Loan Agreement (7)

10.67    $800,000 Promissory Note, between the Company and Lyle Berman Family
         General Partnership, dated August 29, 1997 (7)

10.68    Stock Pledge Agreement, between the Company and the Lyle Berman Family
         General Partnership, dated August 29, 1997 (7)

10.69    Mutual Release Agreement, between the Company, Casino Building
         Corporation, and the Lyle Berman Family General Partnership, dated
         August 29, 1997 (7)

10.70    $1,000,000 SeaMar Ventures, LLC Loan Agreement, between the Company and
         SeaMar Ventures LLC, dated August 29, 1997 (7)

                                       26
<PAGE>

10.71    $1,000,000 Term Note, between the Company and SeaMar Ventures LLC,
         dated August 29, 1997 (7)

10.72    Guaranty Agreement, between the Company and SeaMar Ventures LLC, dated
         August 29, 1997 (7)

10.73    Matt Walker Consulting Agreement, between the Company and Matt Walker,
         dated September 29, 1997 (7)

10.74    Tunisia Casino License (7)

10.75    Agreement with Robert and Lawana Low (8)

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

10.77    Kevin Kean Settlement Agreement (8)

10.91    Employment Agreement (9)

10.92    Amendment to Employment Agreement (9)

10.93    Asset Purchase Agreement by and among On Stage Entertainment, Inc.,
         Casino Resource Corporation, Country Tonite Enterprises, Inc., and CRC
         of Branson, Inc., dated September 21, 1998, relating to the sale of
         certain of the assets of the entertainment division of Casino Resource
         Corporation, including the theatre in Branson Missouri, and the Country
         Tonite Show (10)

10.94    Asset Purchase Agreement by and among Corporate Commission of the Mille
         Lacs Band of Ojibwe Indians and Casino Resource Corporation and Casino
         Building Corporation, dated June 29, 1998 relating to the sale of Grand
         Hinckley Inn hotel property to the Mille Lacs Band of Ojibwe Indians
         for $5.4 million dollars (10)

10.95    Burkhart Agreement by and among Burkhart Ventures, LLC and Casino
         Resource Corporation and Casino Resource Corporation of Tennessee
         executed this agreement November 4, 1998, which terminated the
         Company's 60% Joint Venture ownership interest in CTT, LLC December 31,
         1998 (10)

10.96    Extension of Promissory Note Maturity Date between Ahab of the Ozarks,
         Inc. and Casino Resource Corporation and CRC of Branson, Inc. dated
         December 22, 1998 extending maturity date of note with outstanding
         principal balance of approximately $7.1 million dollars from April 1,
         1999 to October 1, 1999 (10)

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

10.98    Robert J. Allen Agreement, between the Company and Robert J. Allen,
         dated April 3, 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)

10.101   Agreement by and among the Company, CRC of Branson, Inc. and Ahab of
         the Ozarks, Inc., dated September 30, 1999 (12)

                                       27
<PAGE>

10.102   Lease Agreement by and between CRC of Branson, Inc. and Ahab of the
         Ozarks, Inc., dated September 30, 1999 (12)

10.103   Termination Agreement by and among the Company, Casino Resource
         Corporation of Tunisie, S.A., and SeaMar Ventures, LLC dated November
         5, 1999 (11)

10.104   Promissory Note made by Casino Resource Corporation of Tunisie, S.A. in
         favor of SeaMar Ventures, LLC dated November 5, 1999 (11)

10.105   Guaranty given by the Company in favor of SeaMar Ventures, LLC dated
         November 5, 1999 (11)

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)

10.109   Employment Agreement by and among the Company,
         BounceBackMedia.com,Inc., Digital Development & Distribution, LLC and
         Ricardo Gonzalez, 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.

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

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

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

21.1     List of Subsidiaries of Registrant

27.1     Financial Data Schedule

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.

                                       28
<PAGE>

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.

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.


                                       29
<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.


January __, 2000                             By:
                                                --------------------------------
                                                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


January __, 2000                             s/ John J. Pilger
                                             ----------------------------------
                                             John J. Pilger, Chief Executive
                                             Officer, President and Chairman of
                                             the Board of Directors ("principal
                                             executive officer")

January __, 2000                             s/John J. Pilger
                                             ----------------------------------
                                             Chief Financial Officer and Chief
                                             Accounting Officer ("principal
                                             financial and accounting officer")

January __ 2000                              s/Noreen Pollman
                                             ----------------------------------
                                             Noreen Pollman, Secretary and
                                             Director

January __, 2000                             s/Robert J. Allen
                                             ----------------------------------
                                             Robert J. Allen, Vice President of
                                             Entertainment and Director

January __, 2000                             s/Timothy Murphy
                                             ----------------------------------
                                             Dr. Timothy Murphy, Director

January __, 2000                             s/Dennis Evans
                                             ----------------------------------
                                             Dennis Evans, Director

January __, 2000                             s/John W. Steiner
                                             ----------------------------------
                                             John W. Steiner, Director

                                       30
<PAGE>

                BOUNCEBACKTECHNOLOGIES.COM, INC. AND SUBSIDIARIES

                          Index to Financial Statements

--------------------------------------------------------------------------------

     Independent Auditors' Report 2000                             F-2
     Independent Auditor's Report 1999                             F-3

     Consolidated Financial Statements
     Balance Sheets                                             F4-F-5
     Statements of Operations                                      F-6
     Statements of Stockholders' Equity                            F-7
     Statements of Cash Flows                                      F-8
     Notes to Consolidated Financial Statements                 F9-F22






                                                                             F-1

                                       31
<PAGE>


                        BOUNCEBACKTECHNOLOGIES.com, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999











                             707 BIENVILLE BOULEVARD
                             OCEAN SPRINGS, MS 39564
                                  228-872-5558


CIRO E. ADAMS, CPA
2 BARRY DRIVE
P.O. BOX 306
MANTUA, NJ 08051-0306
856-468-7300


                                 January 3, 2001

                                       32
<PAGE>

                          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 sheet of
BounceBackTechnologies.com, Inc. (a Minnesota corporation) and subsidiaries as
of September 30, 2000, and the related consolidated statements of operations,
cash flows and changes in stockholders' equity for the year 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 audit.

I conducted my audit in accordance with generally accepted auditing standards.
These 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 audit provides a reasonable basis for my opinion.

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




                                         Ciro E. Adams
                                         Certified Public Accountant





                                                                             F-2

                                       33
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

BounceBackTechnologies.com, Inc.
707 Bienville Boulevard
Ocean Springs, Mississippi 39564

We   have   audited   the   accompanying    consolidated    balance   sheet   of
BouncebackTechnologies.com,  Inc. and  Subsidiaries  (formerly  Casino  Resource
Corporation) as of September 30, 1999, and the related  consolidated  statements
of operations,  stockholders'  equity (deficit) and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we 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.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
BounceBackTehnologies.Com,  Inc. and Subsidiaries at September 30, 1999, and the
results  of their  operations  and their  cash  flows for the year then ended in
conformity with generally accepted accounting principles.

                                                                BDO Seidman, LLP

Chicago, Illinois
November 6, 1999, except for the
     second paragraph of Note 11(a) and Note 18
     which are as of January 3, 2000

                                                                             F-3

                                       34
<PAGE>
BounceBackTechnologies.com, Inc. and Subsidiaries


Consolidated Balance Sheets



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
September 30,                                                                         2000                1999
------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                 <C>
Assets:

Current Assets:
   Cash                                                                            $   98,208          $  957,254
   Accounts receivable - trade and other (Note 6)                                     121,132             182,860
   Inventory                                                                           12,149                  --
   Prepaid expenses                                                                   174,123              70,055
   Net assets for sale - entertainment (Note 3)                                       505,274             647,281
   Net assets held for sale - gaming (Note 3)                                         698,475           1,471,234
------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                1,609,361           3,328,684
------------------------------------------------------------------------------------------------------------------
Deferred Tax Assets                                                                        --                  --
Property and Equipment, less accumulated depreciation and amortization                368,873             279,011
(Note 7)
------------------------------------------------------------------------------------------------------------------

Noncurrent Assets
 Goodwill (Note 2)                                                                    523,300             454,349

 Notes and advances receivable - related parties, net of                              244,145             410,472
allowance for uncollectibles of $220,692 in 2000 and
$384,913 in 1999 (Note 8)
 Other assets - net                                                                    24,201              74,201
------------------------------------------------------------------------------------------------------------------

Total Assets                                                                       $2,769,880          $4,546,717
==================================================================================================================



                                      The accompanying notes are an integral part of the financial statements. F-4
</TABLE>

                                       35
<PAGE>
BounceBackTechnologies.com, Inc., and Subsidiaries

<TABLE>
<CAPTION>
Consolidated Balance Sheets
September 30,                                                                             2000                   1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                    <C>
Liabilities and Stockholders' Equity

Current Liabilities
   Accounts payable                                                                   $    335,820           $    274,942
   Subordinated convertible debentures                                                          --                121,325
   Current maturities of long-term debt (Note 11)                                          390,342              1,541,734
   Accrued expenses and other liabilities  (Note 9)                                        269,906                564,166
--------------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                  996,068              2,502,167

Long-Term Liabilities
   Long-term debt, less current obligations (Note 11)                                      815,351                797,879
   Deferred revenue (Note 12)                                                            2,000,000              2,000,000
   Minority Interest (Note 1)                                                              (82,602)                    --
--------------------------------------------------------------------------------------------------------------------------
Total Liabilities                                                                        3,728,817              5,300,046

Commitments and Contingencies (Notes 1, 13 and 18)

Stockholders'  Equity (Note 15 and 16)
   Preferred stock, 8% cumulative; $.01 par value: authorized
      5,000,000 shares; none issued                                                             --                     --
   Common stock, $.01 par value; authorized 30,000,000 shares;
      11,361,258 shares and 10,431,880 issued and outstanding in
      2000 and 1999, respectively                                                          113,613                104,319
--------------------------------------------------------------------------------------------------------------------------
   Additional paid-in capital                                                           23,155,247             22,953,761
   Deficit                                                                             (24,227,797)           (23,811,409)
--------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                                (958,937)              (753,329)
--------------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                            $  2,769,880           $  4,546,717
--------------------------------------------------------------------------------------------------------------------------


                                                  The accompanying notes are an integral part of the financial statements.

                                                                                                                       F-5
</TABLE>

                                       36
<PAGE>

<TABLE>
<CAPTION>
BounceBackTechnologies.com, Inc. and Subsidiaries

Consolidated Statements of Operations


Years ended September 30,
                                                                                     2000                   1999
                                                                                 ------------------------------------
<S>                                                                              <C>                    <C>
Operating Revenues:
 Management fees                                                                 $     50,714           $         --
 Technology Revenue
                                                                                      486,499                     --
                                                                                 ------------------------------------

                                                                                      537,213                     --
 Operating Expenses:
  Technology cost of sales                                                            439,326                     --
  Technology general and administrative expenses                                      458,932                     --
  Corporate selling, general and administrative expenses                            2,514,402              2,802,534
  Development costs of abandoned projects                                                  --                 75,000
                                                                                 ------------------------------------
  Total Cost and Expenses:                                                          3,412,660              2,877,534
                                                                                 ------------------------------------
 Operating Profit                                                                  (2,875,447)            (2,877,534)
 Other Income and Expenses:
       Other Income                                                                    56,366                 30,674
       Interest Income                                                                 43,769                 45,354
       Interest Expense                                                              (212,486)              (659,762)
                                                                                 ------------------------------------
  Total Other Income and Expense                                                     (112,351)              (583,734)
                                                                                 ------------------------------------
Net Income/Loss before Minority Interest                                           (2,987,798)            (3,461,268)
       Minority Interest (Note 1)                                                      82,602                 48,537
                                                                                 ------------------------------------

Net Income/Loss before Income Taxes                                                (2,905,196)            (3,412,731)
       Provision for income taxes (Note 14)
                                                                                           --              2,000,000
                                                                                 ------------------------------------

Net Income/(Loss)                                                                  (2,905,196)            (5,412,731)
                                                                                 ------------------------------------

Discontinued Operations:
Income from discontinued operations - entertainment (Note 3)                        2,826,663              1,504,108
Loss from discontinued operations - gaming (Note 3)                                  (776,497)            (1,587,648)
                                                                                 ------------------------------------
Net Income/(Loss) - Discontinued Operations                                         2,050,166                (83,542)

Extraordinary Item - Gain on early extinguishment of debt (Note 4)                    438,642                     --
                                                                                 ------------------------------------
Net Income/(Loss)                                                                $   (416,388)          $ (5,496,273)

                                                                                 ------------------------------------
Net Income per Share - Basic and Diluted
     Operating loss
                                                                                 $      (0.26)          $      (0.55)
     Discontinued operations (Note 3)                                                    0.18                  (0.01)

     Extraordinary item - gain on early extinguishment of debt (Note 4)          $       0.04                     --
                                                                                 ------------------------------------
Net Income/(Loss) per share                                                             (0.04)                 (0.56)

                                                                                 ------------------------------------
     Weighted average common shares outstanding                                    11,161,805              9,796,373
                                                                                 ------------------------------------

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

                                                                                                                  F-6
</TABLE>
                                       37
<PAGE>

<TABLE>
<CAPTION>
                                                  BOUNCEBACKTECHNOLOGIES.COM, INC.

                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                               YEARS ENDED SEPTEMBER 30, 2000 and 1999

                                                   Common                           Additional                         Accumulated
                                                    Stock             Common           Paid-In          Retained       Comprehensive
                                                 Outstanding           Stock           Capital          Deficits          Income
                                                 -----------           -----           -------          --------          ------
<S>                                                <C>             <C>               <C>               <C>                <C>
BALANCE at
October 1, 1998                                    9,489,314       $     94,893      $ 22,630,909      $(18,315,136)      $    --

Common stock issued on
conversion of debentures                             776,756              7,768           265,508                --            --

Common stock issued for
services rendered                                     70,000                700           34,300                 --            --

Common stock issued to
employees                                             95,810                958            23,044                --            --

Net loss                                                                                                 (5,496,273)
                                                   ---------       ------------      ------------      ------------       --------

BALANCE at
September 30, 1999                                10,431,880            104,319        22,953,761       (23,811,409)           --

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                --            --

Net loss                                                                                                   (416,388)
                                                   ---------       ------------      ------------      ------------       --------
BALANCE at
September 30, 2000                                11,361,258       $    113,613      $ 23,155,247      $(24,227,797)      $    --
                                                ============       ============      ============      ============       =======

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

                                                                                                                               F-7
</TABLE>

                                       38
<PAGE>
<TABLE>
<CAPTION>
BounceBackTechnologies.com, Inc. and Subsidiaries
-------------------------------------------------------------------------------------------------

Consolidated Statements of Cash Flows
Years ended September 30,                                               2000              1999
                                                                    -----------------------------
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Loss from continuing operations                                    $  (416,388)      $(5,496,273)
 Adjustments to reconcile loss from continuing operations
   to net cash provided by (used in) operating activities
    Gain on early extinguishment of debt                               (438,642)               --
    Depreciation and amortization                                        70,936            34,059
    Minority interest in net loss of a consolidated subsidiary          (82,602)               --
    Deferred tax asset                                                       --         2,000,000
    Developmental costs and abandoned projects                               --            75,000
    Reserve for uncollectible accounts                                   98,977                --
    Net change in working capital accounts                           (1,560,588)           (5,487)
    Net change in long term accounts                                    164,848         2,143,269
                                                                    -----------------------------
Net cash provided by (used in) operating activities                  (2,163,459)       (1,249,432)
Cash Flows From Investing Activities
    Purchase of property and equipment                                 (105,764)          (33,423)
                                                                    -----------------------------
Net cash provided by investing activities                              (105,764)          (33,423)
Cash flows from financing activities
     Repayments of long term debt                                      (868,350)         (401,296)
     Issuance of common stock                                            51,000                --
Net cash provided by financing activities                              (817,350)         (401,296)
                                                                    -----------------------------
     Cash flows provided by operations                               (3,086,573)       (1,684,151)
Cash Flows From Discontinued Operations
    Entertainment segment                                             2,259,947         1,895,826
    Gaming segment                                                      (32,420)         (378,153)
                                                                    -----------------------------
Net Cash Provided by Discontinued Operations                          2,227,527         1,517,673
                                                                    -----------------------------
Net Increase (Decrease) in cash                                        (859,046)         (166,478)
Cash at Beginning of Year                                               957,254         1,123,732
                                                                    -----------------------------
                    Cash at End of Year                             $    98,208       $   957,254
                                                                    -----------------------------
Supplemental Disclosure of Cash Flow Information
     Cash paid during the year for interest expense                     136,411           726,972
     Cash paid during the year for income taxes                              --            62,437
Disclosure of Non-Cash Financing and Investing Activities
     Common Stock issued on conversion of debentures                    150,780           273,276



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

                                                                                               F-8
</TABLE>

                                       39
<PAGE>

BounceBack Technologies.com, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 1 - Business

BounceBackTechnologies.com,  Inc.  (the  "Company")  is a Minnesota  corporation
organized  in 1969.  The  Company  focuses  on  marketing,  sales  and  business
solutions to the Internet and  e-commerce  industries.  The Company's new ticker
symbol  for its  common  stock is "BBTC"  and the stock is traded on the  NASDAQ
Bulletin Board.

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  RawData  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,  is headquartered in Fresno, California to take advantage of
the technological innovations and skilled personnel available on the West Coast.
In addition to sales and marketing  support  services,  the Company's  corporate
offices,  located in Ocean  Springs,  Mississippi  provides  administrative  and
accounting support services to BounceBackMedia.com, Inc.

Through its wholly owned  subsidiary  CRC of Branson,  the Company  operates the
Country Tonite Theatre in Branson, Missouri.

Through its wholly owned subsidiary Country Tonite Enterprises ("CTE"), a Nevada
corporation,  the Company  produces a country and western  musical  variety show
known as "Country  Tonite" (the  "Show").  The  production  venue is The Country
Tonite Theatre in Branson, Missouri.

Prior to 1999,  the Company owned a 60% interest in a joint  venture,  CTT, 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.  CTT, 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, CTTPF, a license to produce the Country Tonite show within a 150
mile  radius,   excluding  Nashville,   Tennessee,  for  a  40  year  term.  The
partnership, CTTPF, agreed to pay CTE $1.3 million for the license.

In November, 2000, On Stage Enterprises, Inc., a Nevada corporation,  executed a
letter of intent with the  Company to purchase  the assets of CRC of Branson and
CTE, excluding the CTTPF license agreement, for $3.8 million. The transaction is
tentatively scheduled to close January 31, 2001.  Therefore,  CRC of Branson and
CTE are reported as discontinued operations.

Through its wholly owned subsidiary CRC of Tunisia, S.A., the Company leases and
operates a casino and 500 seat theatre in Sousse,  Tunisia,  North  Africa.  The
Company  desires  to sell its casino  operation  in  Tunisia,  and  reports  its
activity as a discontinued operation.


                                                                             F-9

                                       40
<PAGE>
Note 2 - Summary of Significant Accounting Policies

Basis  of  Presentation.  The  consolidated  financial  statements  include  the
accounts and operations of  BounceBackTechnologies.com,  Inc., its  wholly-owned
subsidiaries,  and its  80%-owned  subsidiary  (collectively,  the  "Company" or
"BBT").   All  material   intercompany   balances  and  transactions  have  been
eliminated.

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.

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.

Goodwill. Cost in excess of fair value of assets acquired is amortized using the
straight-line method over fifteen years.

Deferred  development  costs.  External  costs  incurred  in the  evaluation  of
potential ventures. The costs are expensed if a determination is made to abandon
the project.  Losses related to  abandonment  totaled $0 and $75,000 in 2000 and
1999, respectively.

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.

Implementation  of SAB 101. The Securities and Exchange  Commission (SEC) issued
Staff  Accounting   Bulletin  (SAB)  101,   Revenue   Recognition  in  Financial
Statements,  in December  1999.  The SAB  summarizes  certain of the SEC staff's
views  in  applying   generally  accepted   accounting   principles  to  revenue
recognition in financial statements.  Concurrent with the audit of its financial
statements  at year end,  the Company  performed a  comprehensive  review of its
revenue recognition policies and determined that they are in compliance with SAB
101.



                                                                            F-10

                                       41
<PAGE>

Note 2 - Summary of Significant Accounting Policies (continued)

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.

Concentration  of  Credit  Risk.  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.

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, the effect of the exercise of the Company's stock option was
not  included in the  computation  of diluted net income  (loss) per share as it
would have been anti-dilutive for all periods presented.

Currency   Translation.   The  Company  accounts  for  currency  translation  in
accordance  with Statement of Financial  Accounting  Standards No. 52,  "Foreign
Currency  Translation." The Tunisian results of discontinued  operations and the
net assets for sale 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.



                                                                            F-11

                                       42
<PAGE>

Note 3 - Discontinued Operations

Entertainment Segment

In November, 2000 On Stage Enterprises,  inc., a Nevada corporation,  executed a
letter of intent with the  Company to purchase  the assets of CRC of Branson and
CTE, excluding the CTTPF license agreement, for $3.8 million. The transaction is
tentatively scheduled to close January 31, 2001.  Therefore,  CRC of Branson and
CTE are reported as discontinued operations.

                                            2000            1999
                                        ---------------------------
          Revenues
            CRC of Branson               6,004,507       5,857,760
            CTE                          1,754,553       1,563,058
            CTTLLC                               0         807,402
                                        ---------------------------
          Total Revenues                $7,759,060      $8,228,220
                                        ===========================
          Expenses
            CRC of Branson               4,255,073       4,524,790
            CTE                            677,324       1,520,579
            CTTLLC                                         678,743
          Total Expenses                 4,932,397       6,724,112
                                        ---------------------------
               Net Icome (Loss)         $2,826,663      $1,504,108
                                        ===========================

          Assets:
            Current Assets                 664,415         934,448
            Property and equipment         220,070         307,627
            Other assets                         0
               Total Assets             $  884,485      $1,242,075

          Liabilities
            Current Liabilities         $  379,211      $  594,794
            Long term debt                       0               0
            Other liabilities                    0               0
               Total Liabilities           379,211         594,794
                                        ---------------------------
            Net assets for sale         $  505,274      $  647,281
                                        ===========================



                                                                            F-12

                                       43
<PAGE>
Gaming Segment

Through its wholly owned subsidiary CRC of Tunisia, S.A., the Company leases and
operates a casino and 500 seat theatre in Sousse,  Tunisia,  North  Africa.  The
Company  desires  to sell its casino  operation  in  Tunisia,  and  reports  its
activity as a discontinued operation.

                                               2000              1999
                                           -----------       -----------
          Revenues                         $ 3,259,814       $ 2,526,193
          Expenses                           4,036,311         4,113,841
                                           -----------       -----------
                     Income (Loss)         $  (776,497)      $(1,587,648)
                                           ===========       ===========
          Assets:
              Current assets               $   854,442       $   694,317
               Property and equipment        1,019,676         1,563,533
              Other assets                          --                --
                                           -----------       -----------
                      Total assets         $ 1,874,118       $ 2,257,850
                                           -----------       -----------
          Liabilities
              Current liabilities          $ 1,167,918       $   807,574
              Long term debt                        --                --
              Currency translation               7,725           (20,958)
                                           -----------       -----------
                   Total liabilities         1,175,643           786,616
                                           -----------       -----------
                  Net assets for sale      $   698,475       $ 1,471,234
                                           ===========       ===========




                                                                            F-13

                                       44
<PAGE>
Note 4 - Extraordinary Item - Gain on early extinguishment of debt

In  September  1997,  the  Company  completed  a  placement  of  $800,000,   13%
subordinated  convertible  debentures  (with net proceeds of  $707,000).  During
1999,  $107,000 of the principal  amount of the  debentures  were converted into
311,093 common shares.  In October 1999, the remaining  balance of $121,325 plus
accrued  interest of $42,675  was settled in full by a cash  payment of $100,000
resulting in an gain on early extinguishment of debt of $64,000.

In August 1997,  the Company  executed a note  payable  with  interest at 10% of
operating  income,  as defined,  of the  subsidiary  that  operates the Tunisian
casino,  due August 2022. In October 1999, the Company entered into an agreement
to retire  this debt in  consideration  for a cash  payment  of  $150,000  and a
noninterest-bearing  note payable in the amount of  $512,500.  The note has been
discounted  to an  effective  interest  rate of 9.5% and is  payable in 18 equal
monthly  payments of $28,472 that commenced  December 1, 1999. This  transaction
resulted in an gain on the extinguishment of debt in the amount of $374,642.

Note 5 - 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 $28,683  and
$(20,958)  in  2000  and  1999  as  Accumulated   Comprehensive  Income  in  the
accompanying  financial statements,  however,  those amounts are now reported in
discontinued operations of its gaming segment as an adjustment to net assets for
sale. Please see Note 3.

Note 6 - Accounts Receivable, Net

                                                        2000            1999
                                                     ---------       ---------
          Accounts receivable - trade                $  27,166       $      --
                Allowance for doubtful accounts         (4,223)             --
                                                     ---------       ---------
                                                        22,943              --
          Accounts receivable - employees               71,614          18,364
                  Accounts receivable - other           26,575         164,496
                                                     ---------       ---------
                                                     $ 121,132       $ 182,860
                                                     =========       =========

        Bad debt expense was $4,233 and $0 in 2000 and 1999 respectively.




                                                                            F-14

                                       45
<PAGE>
Note 7 -  Property and Equipment

                                              2000            1999
                                           ---------       ---------
          Buildings and improvements       $ 239,517       $ 239,517
          Equipment                          252,380         150,116
          Furniture and fixtures              80,363          76,863
                                           ---------       ---------
                                             572,260         466,496
          Accumulated depreciation          (203,387)       (187,485)
                                           ---------       ---------
          Property and equipment, net      $ 368,873       $ 279,011
                                           =========       =========

The Company rents its corporate office in Biloxi, MS, on a month-to-month  basis
at a cost of $5,833 per month and its technology office and plant in Fresno, CA,
on a month-to-month basis at a cost of $1,795 per month.

Note 8 - Related Party Transaction

Notes and  advances  receivable  include  notes and  related  interest  due from
officers and stockholders  totaling  $278,219 and $410,472 at September 30, 2000
and 1999 at interest rates ranging from 6% to 11%. The notes mature from October
1, 1999 to December 31, 2001.

Note 9 - Accrued Expenses and Other Liabilities

                                           2000          1999
                                         --------      --------
          Professional fees              $ 75,881      $159,514
          Payroll and payroll taxes        54,417        45,248
          Interest                            741       180,741
          Sales tax                           145           145
          Insurance                        77,367        63,200
          Other                            61,355       115,318
                                         --------      --------
                                         $269,906      $564,166
                                         ========      ========




                                                                            F-15

                                       46
<PAGE>


Note 10 - 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, 2000
and 1999, there were no advances under the line-of-credit.

Note 11 - Long Term Debt

Long term debt consists of the following:

                                                          2000            1999
                                                      ----------      ----------
          Debenture, 6%                               $  127,894      $1,195,729
          Debenture, zero, discounted at 6%              710,268              --
          Note payable, zero, discounted at 9.5%         219,869       1,000,000
          Mortgage payable, 9.5%                          82,457          87,204
          Equipment notes, 9.95% to 10.9%                 65,205          56,680
                                                      ----------      ----------
                                                       1,205,693       2,339,613
          Less current obligation                        390,342       1,541,734
                                                      ----------      ----------
                                                      $  815,351      $  797,879
                                                      ==========      ==========

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 of $342,655 is payable at 6% fixed interest in monthly installments of
$44,326 beginning April 2000 with the last payment due November 2000. The second
debenture  of  $685,898  is  payable  in one lump sum at 6%  fixed  interest  on
December  31,  2002.  Mandatory  prepayment  conditions  exist  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.

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  noninterest-bearing  note of
$512,500 payable in monthly  installments of $28,472 beginning December 1, 1999.
This  note  will be  discounted  to an  effective  interest  rate of 9.5%.  This
restructuring resulted in an gain on the extinguishment of debt in the amount of
$374,642. Please see Note 4.

Mortgage payable, 9.5%. Note payable,  interest at 9.5%,  collateralized by real
estate,  payable in monthly installments of $1,139 through May 2000 with a final
payment of $83,506 due in June 2000.

Equipment  notes,  9.95% to 10.9%.  Other notes payable,  interest  ranging from
9.95% to 10.9%,  collateralized  by equipment,  payable in monthly principal and
interest installments ranging from $634 to $1,191 through June 2004.

                                                                            F-16

                                       47
<PAGE>

Note 11 - Long Term Debt (continued)
Annual maturities. As of September 30, 2000, annual maturities of long term debt
are as follows:

          Year ending
          2001            $  390,342
          2002                49,677
          2003               759,554
          2004                 3,060
          2005                 3,060
          Thereafter              --
                          ----------
                          $1,205,693
                          ==========

Note 12 - Deferred Revenue

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 an 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.  On August 31, 1999,  the newly elected tribal council of the Pokagon
Tribe ratified the Management  and  Development  Agreement with Lakes Gaming and
the Company's Revised Conditional  Release and Termination  Agreement with Lakes
Gaming  became  effective.  The terms of the  Revised  Conditional  Release  and
Termination  Agreement call for the payment by Lakes Gaming, Inc. to the Company
of an aggregate  maximum sum of $16.1 million,  which includes a $2 million cash
down payment.  The balance of $14.1  million is payable if certain  events occur
relative to the  location of the Tribe's  casino,  the opening of the casino and
Lakes  Gaming  manages the  casino.  The Company  received  the $2 million  down
payment on August 31, 1999. The agreement  calls for the Company to repay the $2
million if after five years the casino has not opened.  Further, $2.5 million of
the $16.1  million  payment is due only if the Tribe  builds a casino in Indiana
and Lakes Gaming is the manager.

The Company is not scheduled to receive any further payments until a Michigan or
Indiana casino opens.  Lakes Gaming anticipates the commencement of construction
on a Michigan casino in 2001. However,  there can be no assurances provided with
respect to timing of completion  of the casino as the proposed  gaming site must
be accepted into trust by the U.S. government before construction can begin.

Note 13 - 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.

Total rent expense under  operating  leases was $70,989 and $411,986 in 2000 and
1999.

At September 30, 2000, the Company was obligated non-cancelable operating leases
to make future minimum lease payments as follows:

                                                                            F-17

                                       48
<PAGE>
Note 13 - Lease Commitments (continued)

          Year ending
          2001                           $ 168,628
          2002                             129,299
          2003                              40,355
          2004                              18,516
          2005                               5,056
          Thereafter                            --
                                         ---------
                                         $ 361,854
                                         =========

         In  September  1999,  the  Company  exchanged  its  theater in Branson,
Missouri,  for the discharge of its mortgage payable of $7,009,000.  The Company
recognized a loss of $536,351 in 1999 and is reported in discontinued operations
of its  entertainment  segment as an adjustment to expenses.  Please see Note 3.
The Company has leased back the theater from the mortgagee for an initial period
of two years at an annual  rental fee of $840,000.  Thereafter,  the Company has
five  one-year  options  to renew the  lease at that rent plus a  cost-of-living
increase not to exceed 3% per annum.  This operating lease is also accounted for
in discontinued operations.

Note 14 - Income Taxes

Income tax expense consists of the following:
                                                  2000              1999
                                                  ----              ----
          Currently payable - Federal          $       --       $        --
                            - State                    --                --
                                               ----------       -----------
                                                       --                --
                                               ----------       -----------
          Deferred          - Federal                  --         2,000,000
                            - State                    --                --
                                               ----------       -----------
                                               $       --       $ 2,000,000
                                               ==========       ===========

Deferred tax assets and liabilities consist of the following:


                                                  2000              1999
                                                  ----              ----
          Net operating losses                 $5,776,000        $5,626,000
          Valuation allowance                  (5,776,000)       (5,626,000)
                                               ----------       -----------
                                               $       --       $        --
                                               ==========       ===========

                                                                            F-18

                                       49
<PAGE>
Note 14 - Income Taxes (continued)

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   carryforward  of  approximately
$9,400,000 for Federal and state tax purposes that begin to expire in 2019.

Note 15 - Warrants

In connection with the 13% convertible  debentures issued in September 1997, the
Company  issued 25,000  warrants to the broker.  The warrants  were  exercisable
through  September  2000 at an  exercise  price  of 120% of the  September  1997
closing price as defined by the agreement. The warrants were not exercised.

During 1999, warrants originally issued in connection with the Company's initial
public  offering  expired.  These  warrants  were for the  purchase of 2,400,000
common shares at exercise prices ranging from $6.75 to $8.25 per share.  None of
these warrants were exercised prior to expiration.

Note 16 - 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  has been  reserved  pursuant  to the 1993 and 1997  Plans.  As of
September 30, 2000, there were 344,300 options  outstanding  under the 1993 Plan
and 0 shares  available for grant under such plan and there were 566,333 options
outstanding under the 1997 Plan and 50,367 shares available for grant under such
plan.

                                                                            F-19

                                       50
<PAGE>
Note 16 - Options and Awards (continued)
The following table  summarizes  information  related to shares under option and
shares available for grant under the Company's 1993 and 1997 Plans:

<TABLE>
<CAPTION>
                                                         Number of   Weighted Avg.
                                                          Shares     Exercise Price
                                                         ---------   --------------

          <S>                                           <C>           <C>
          Options outstanding at September 30, 1998       874,133       $   1.48
              Granted                                     558,000           0.41
              Exercised, expired or forfeited            (493,000)          1.92
                                                         --------       --------
          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
                                                         ========       ========
</TABLE>

The  following  table  summarizes  information  about  stock  options  under the
Company's 1993 and 1997 Plans outstanding at September 30, 2000:

<TABLE>
<CAPTION>
                                              Outstanding                         Exercisable
                                Number        Weighted Avg.       Number of      Weighted Avg.
Range of Exercise Price       of Shares       Exercise Price       Shares        Exercise Price
-----------------------------------------------------------------------------------------------
<S>                           <C>                 <C>            <C>                 <C>
$0.31 - $0.62                  475,000             $0.42          447,500             $0.41
 1.00  -  1.94                 284,333              1.62          284,333              1.62
 2.00  -  2.375                127,000              2.03          127,000              2.03
 3.13  -  3.75                  24,300              3.13           24,300              3.13
                                ------              ----           ------              ----
                               910,633             $7.04          883,133             $1.12
                               =======              ====          =======              ====
</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:
                                                   2000                1999
                                              -------------       -------------
          Net loss - operating
              As reported                     $  (2,905,196)      $  (5,412,731)
              Pro forma                       $  (3,055,196)      $  (5,569,891)
          Net operating loss per share -
              basic and diluted
              As reported                     $       (0.26)      $       (0.55)
              Pro forma                       $       (0.27)      $       (0.57)

                                                                            F-20

                                       51
<PAGE>

Note 17 - Defined Contribution Plan

Effective July 1, 1997, the Company adopted a defined  contribution  401(k) plan
(the  "Plan")  covering  substantially  all  of  its  U.S.  employees.  Eligible
employees may contribute up to 15% of compensation,  as defined in the Plan. The
Company  has an optional  matching  program  (approved  annually by the Board of
Directors) where the Company matches a percentage of the employee's contribution
(currently  50% of the  first 6% of  contribution).  In May  1999,  the  Company
elected to discontinue this matching program. Company-matched contributions vest
in full after seven years of an employee's credited service to the Company.  The
Company also has an option to make additional profit sharing plan  contributions
(none in fiscal 1997).  Defined contribution expense totaled $10,895 and $14,168
in 2000 and 1999,  respectively.  Due to lack of participation  and the cost per
participant to administration,  the 401K plan was terminated September 30, 2000.
Employees  were  given the option of rolling  their  contributions  over to self
directed IRA's or receiving a cash settlement.


Note 18- Commitments and Contingencies

          (a)  James  Barnes  and  Prudence  Barnes,  two former  officers  of a
               subsidiary  of the Company,  have brought suit in State  District
               Court,  Clark County,  Nevada,  against the Company in connection
               with their  employment  termination in June 1995. The Barnes have
               alleged the Company breached their contracts.  No specific amount
               of damages has been  claimed.  On May 31, 2000,  the Clark County
               Nevada  court   dismissed  the  Barnes'   claims  of  intentional
               misrepresentation  and breach of contract,  but found in favor of
               the  plaintiffs  with  respect  to  their  employment  contracts,
               awarding them $185,000  including  interest and attorney's  fees.
               The judgment was paid and all claims asserted with respect to the
               matter are fully resolved.







                                                                            F-21

                                       52
<PAGE>

Note 18 - Commitments and Contingencies (continued)

          (b)  On December 31, 1997, the Company's former chairman,  Kevin Kean,
               defaulted   on  repaying  the   $1,232,000   principal  of  notes
               receivable  due the Company.  The Company held 150,000  shares of
               the  Company's  stock as  collateral.  On January 15,  1998,  the
               Company signed a subsequent  agreement with Mr. Kean.  Under this
               agreement, 220,000 additional shares of the Company's stock owned
               by Mr.  Kean were  canceled  along  with the  150,000  collateral
               shares  held  (valued  at the market  price of $1.19 per  share).
               Additionally,  the Company and Mr. Kean  entered  into a new note
               agreement. The 7% interest bearing note of $1,196,885,  including
               approximately  $143,000 of  previously  reserved  interest was to
               mature on January 15,  2001.  The note is  collateralized  by the
               individual's 5% interest in the Company's Pokagon management fee.
               Solely  at  the  Company's  discretion,  at  any  time  prior  to
               maturity,  the Company can take the collateral as payment in full
               for  the  note.  Under  the  terms  of the  Loan  and  Settlement
               Agreement,  ". . .In the  event  that CRC shall  sell,  assign or
               transfer  its  interest  in the Pokagon  Project,  in whole or in
               part, to any other party, by way of sale, loan, settlement,  fee,
               or  otherwise  for  consideration  in an  amount  in excess of $1
               million,  Kean's obligation under the Renewal Note shall be fully
               discharged  and  satisfied  and CRC shall mark the  Renewal  Note
               "Paid" and return it to Kean . . ." In August  1999,  the Company
               and  Lakes  Gaming  entered  into a Revised  Conditional  Release
               Agreement and Termination Agreement regarding the Pokagon Project
               pursuant to which the Company received a $2 million cash advance,
               which is subject to  repayment  if certain  future  events do not
               occur.  The Company has marked  Kean's  Renewal Note "Paid" after
               offsetting  any fee due Mr.  Kean  under the  Pokagon  Management
               Agreement and returned it to Kean with the understanding that the
               obligations thereunder are now discharged.

          (c)  The Company  initiated a civil suit against Harrah's on September
               4, 1998, in Federal District court for the District of Minnesota.
               The  Company   alleges  that  Harrah's   breached  the  Technical
               Assistance  and Consulting  Agreement 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.  Harrah's
               has filed a motion to dismiss  based on denial that Harrah's is a
               property  party to the lawsuit and that the Technical  Assistance
               and  Consulting  Agreements do not create a partnership  or Joint
               Venture  relationship  with the  Company.  The Company  filed its
               response to Harrah's Motion for Summary Judgment in late December
               1998.  The Federal  Minnesota  District  Court  granted  Harrah's
               Motion for  Dismissal  for  Summary  Judgment  and the  Company's
               complaint  was  dismissed  with  prejudice on May 24,  1999.  The
               Company  filed an appeal in the Eight Circuit US Court of Appeals
               on September 16, 1999. The Company  asserts that it has 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
               included a claim for an accounting  and damages under the Uniform
               Partnership  Act.  The  Company  plans to  vigorously  pursue its
               claims and seeks a judgement  against  Harrah's plus interest and
               legal fees.

                                                                            F-22
                                       53
<PAGE>

Note 18 - Commitments and Contingencies (continued)

          (d)  The Company  initiated  a civil suit  against  Willard  Smith and
               Monarch  Casino,  Inc.,  ("Monarch") on December 19, 1998, in the
               Circuit Court of Jackson,  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 the repayment of loans from
               the Company in excess of $300,000.  The Company  seeks a judgment
               of and against  Monarch  Casino,  Inc.  and Willard  Smith;  plus
               interest and attorneys fees for notes due and material  breach of
               agreements;  removal of Mr.  Smith from the rental  property  and
               punitive  damages.  Mr.  Willard  Smith filed a counter  claim on
               February 16, 1999, alleging breach of contract; breach of duty of
               fail dealing;  tortuous  interference  with prospective  business
               advantage;  specific  performance  of contract  to purchase  real
               property and fraud. Additionally,  Mr. Smith filed a suit on July
               10, 2000,  against the Company's CEO, J. Pilger  alleging that he
               is the alter ego of the Company and liable for the actions of the
               Company  including  breach of  contract,  tortuous  interference,
               breach of duty of good faith and fair dealing, breach of contract
               to purchase real property and fraudulent inducement.  The Company
               and Mr. Pilger each plan to vigorously  defend themselves in this
               counterclaim  and are asking the court to dismiss the  matter.  A
               trial date is set for April, 2001.

          (e)  The Company initiated suit again Mark McKinney,  personally,  and
               Mana  Corporation,  on March 12,  1999,  in the Circuit  Court of
               Benton County,  Arkansas.  The Company  alleges that Mr. McKinney
               and Mana  Corporation  breached the terms of the Letter of Intent
               and  the  Extension   Agreement   dated   December  4,  1998,  by
               prematurely  terminating the agreement before April 30, 1999, and
               failure  to  repay  a short  term  loan  made  to Mark  McKinney,
               personally.  The Company  seeks a judgment  against Mark McKinney
               and Mana  Corporation in the amount of $150,000 plus interest and
               attorney's fees. Due to the uncertainty of Mr. McKinney's ability
               to make payment,  $75,000 of this  receivable  has been reserved.
               Mark McKinney and Mana Corporation filed a counter claim April 5,
               1999,  alleging Mana  Corporation  incurred  additional  expenses
               associated  with the due diligence with the Company and is asking
               for a judgment  against  the  Company  for $51,997 in addition to
               prejudgment  and post judgment  interest and attorney's  fees. In
               November 1999, Mana Corporation  petitioned an Arkansas Court for
               reorganization under Chapter 11 of the Bankruptcy Code, therefore
               the balance of the  receivable was reserved in November 1999. The
               Company  received a judgment  against Mr. McKinney  personally in
               the  amount  of  $165,000.   On  April  10,  2000,  Mr.  McKinney
               personally  petitioned the Arkansas  Court for  protection  under
               Chapter 13 of the Bankruptcy Code.

Note 19-Subsequent Events

               On October 12, 2000, Mr. Birks tendered an unexpected resignation
               with respect to his employment contract Mr. Birks has indicated a
               willingness to nullify his employment  agreement,  and enter into
               negotiation  with the  Company for the  purchase of the  minority
               partner 20% interest in BounceBackMedia.com, Inc.

               Amendment to the Letter of Intent between On Stage Entertainment,
               Inc.  was  executed  on January  11,  2001.  Per the terms of the
               Amendment, On Stage released $100,000 from escrow to the Company,
               and will deposit an additional  $250,000 into escrow on or before
               January  26,  2001 for the  Company's  consideration  in delaying
               $650,000 of the $1 million down payment due on the date of close,
               January 31, 2001, to February 15, 2001.

                                                                            F-23

                                       54