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, 2001

                                       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 ]

     As  of  December  17,  2001,   11,387,871   shares  of  Common  Stock  were
outstanding, and the aggregate market value of such Common Stock (based upon the
last reported sale price on December 14, 2001 the OTCBB),  excluding outstanding
shares beneficially owned by affiliates, was approximately $1,907,537.

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


<PAGE>
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                                     PART I
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ITEM 1. BUSINESS

The Company

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

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

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

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

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

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

Casino Caraibe (Tunisia, North Africa)

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

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

                                       2

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

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

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

Regulation and Licensing of Gaming Activity

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

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

Employees

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

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

ITEM 2. PROPERTIES

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

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


                                       3
<PAGE>
     The Company  leases,  pursuant to a five-year  lease  expiring in May 2002,
executive  office space in Ocean  Springs,  Mississippi at a rate of $66,000 per
annum.  The Company  plans to  negotiate  a renewal of this  lease,  although no
assurances can be given such renewal will be achieved.

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

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

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

ITEM 3. LEGAL PROCEEDINGS

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

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

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


                                       4
<PAGE>
     On May  13,  2001,  Roger  Birks,  the  former  CEO of  BBM,  an  80%-owned
subsidiary of the Company,  commenced an action in Clark County  District Court,
Nevada, against BBM, a Nevada company, and John J. Pilger,  President of BBM and
CEO of the Company,  alleging:  breach of BBM Purchase  Agreement by the Company
for  failure  to use its best  efforts  to  capitalize  BBM;  breach  of  Birks'
Employment Agreement;  and lastly,  alleging that the Company and its alter ego,
John Pilger, made false  representations to Plaintiff which Plaintiff acted upon
with respect to the BBM Purchase Agreement and Plaintiff's Employment Agreement.
Plaintiff seeks compensatory and punitive damages and has not claimed a specific
amount of damages,  but claims such damages exceed  $40,000.  The Plaintiff also
seeks reimbursement of attorney fees. Mr. Pilger has filed counterclaims against
Mr. Birks  alleging that Birks has willfully  caused these legal  proceedings to
coerce a  settlement  and Mr.  Birks is guilty of abuse of process.  Mr.  Pilger
further alleges Birks has acted in bad faith with malice;  and is entitled to an
award for  punitive  and  exemplary  damages in excess of  $10,000.  The Company
denies these allegations and plans to vigorously defend itself in this matter.

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

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

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

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


                                       5
<PAGE>
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                                     PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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


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

                                             High                Low
                                             ----                ---

     FISCAL 2001


              First Quarter                 $ 0.25               $ 0.12
              Second Quarter                $ 0.30               $ 0.12
              Third Quarter                 $ 0.22               $ 0.12
              Fourth Quarter                $ 0.17               $ 0.10

     FISCAL 2000

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


Holders

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

Dividends

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


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

Results of Operations

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

CONTINUING OPERATIONS

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

BOUNCEBACKMEDIA.COM, INC.

     BounceBackMedia.com,  Inc., the Company's 80%-owned  subsidiary,  commenced
operations  January 2000 with the  acquisition of all of the assets of Raw Data,
Inc. The Company  entered into two  employment  agreements  with Roger Birks and
Ricardo Gonzalez in January 2000. Mr. Birks was CEO of BounceBackMedia.com  from
January 2000 until he terminated his  employment in November 2000. Mr.  Gonzalez
was terminated in May 2001.

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

GAMING, TUNISIA

     Revenue for fiscal 2001 was  $3,086,514  compared to $3,259,814  for fiscal
2000, a decrease of $173,300,  or 5.3%, which was primarily due to a decrease in
patron count; which decrease was generally offset by an increase in net win from
gaming  activities,  which is the  difference  between  gaming  wins and losses.
Operating  expenses  including  project,   general  and  administrative   costs,
depreciation and cost of sales decreased $197,021 from $4,036,311 in fiscal 2000
to $3,839,290  in fiscal 2001.  This decrease was primarily due to the continued
efforts of management to reduce expenses,  specifically a continued reduction of
the casino  workforce,  as a response to a drop in patron  count.  The operating
loss was  ($752,776)  (net of $480,000  management  fees which are eliminated in
consolidation)  for fiscal  2001  compared  to a loss of  ($776,497)  (including
$395,000 of management fees which are eliminated in consolidation).

GENERAL AND ADMINISTRATIVE

The  Company's  general and  administrative  expenses  aggregated  $2,144,391 in
fiscal 2001 compared to $2,514,402 for fiscal 2000, a decrease of $370,502.  The
decrease  was  primarily  due to the  reduction  of  overhead  with  the sale of
discontinued  operations  and a  reduction  in legal  expenses.  The general and
administrative  expenses  for fiscal 2001 of $487,900,  as reported,  are net of
$600,000 and $1,056,491,  which are the reversal of reserves of a receivable and
deferred development costs.

INTEREST EXPENSE

     Interest  expense  totaled $27,121 for fiscal 2001 compared to $212,486 for
fiscal  2000.  The  decrease  of $185,365  was  primarily  due to the  Company's
continued retirement of debt.


                                       7
<PAGE>
OTHER

     Interest  income as of September  30, 2001 was $19,170  compared to $43,769
for the same period in fiscal 2000, a decrease of $24,599 or 56%.  This decrease
is due to a  combination  of a reduction  in interest  rates  applied to a lower
daily average corporate cash balance.

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2001,  the Company had cash of  $1,863,359  compared to
$509,374 as of September 30, 2000.

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

     Also,  during fiscal 2001 the Company received  management fees from CRC of
Tunisia, S.A. of $265,000.  This management fee is paid on a monthly basis based
on sufficient available cash from operations.

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

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

     The  Company has  executed a Revised  Conditional  Release and  Termination
Agreement  with Lakes Gaming for a maximum  aggregate  amount of $16.1  million,
which included a $2 million refundable cash down payment received by the Company
in August 1999.  The down payment is refundable if a casino is not opened within
five years and has been recorded as 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.  Site development of a Michigan casino by
Lakes  Gaming  commenced  in 2001.  Lakes has the  right  under the terms of the
Company's Revised  Conditional  Release and Termination  agreement to retire its
debt  obligation  to the  Company  of  approximately  $11.0  million by making a
one-time  discounted  10% present value payment of  approximately  $8.0 million.
However, there can be no assurances as to the timing of completion of the casino
or its opening.

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


                                       8
<PAGE>
     During  fiscal  2001,  capital  expenditures  totaled  $16,120  compared to
$105,764  for  fiscal  2000.  Capital  expenditures  in  fiscal  2001  consisted
principally of computer equipment for the corporate office and its subsidiaries.


SEASONALITY

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

IMPACT OF INFLATION

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

FOREIGN CURRENCY TRANSACTIONS

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

Forward-Looking Statements:

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


                                       9
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                          Index to Financial Statements
-------------------------------------------------------------------------------


     Independent Auditors' Report 2001...............................    11

     Consolidated Financial Statements
      Balance Sheets.................................................    12
      Statements of Operations.......................................    13
      Statements of Stockholders' Equity.............................    14
      Statements of Cash Flows.......................................    15
      Notes to Consolidated Financial Statements..................... 16-31


                                       10
<PAGE>
CIRO E. ADAMS, CPA
2 BARRY DRIVE
P.O. BOX 306
MANTUA, NJ 08051-0306
856-468-7300

                                December 12, 2001



                          Independent Auditor's Report
                          ----------------------------


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

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

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

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




                                       Ciro E. Adams
                                       Certified Public Accountant


                                       11
<PAGE>
<TABLE>
<CAPTION>

                                       BOUNCEBACKTECHNOLOGIES.COM, INC.

                                         CONSOLIDATED BALANCE SHEETS

                                                        ASSETS                        September 30,   September 30,
                                                        ------                          2001               2000
                                                                                      -------------   -------------


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

Deferred income taxes...........................................................         1,510,311              -
Property and equipment - net....................................................           996,931      1,388,548
Goodwill, net...................................................................            87,900        523,300
Other receivable................................................................           600,000              -
Notes receivable - related parties, net.........................................           149,948        244,145
Deferred development costs......................................................         1,056,491              -
Other assets....................................................................            30,287         24,201
                                                                                      -------------   ------------
                         Total assets...........................................      $  6,538,555    $ 3,945,522
                                                                                      =============   ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable...........................................................      $    337,765    $   420,656
     Current maturities of long-term debt.......................................           141,841        390,342
     Accrued gaming tax.........................................................         1,074,499        620,483
     Accrued expenses and other liabilities.....................................           447,913        732,504
     Deferred income taxes......................................................            10,311              -
                                                                                      -------------   ------------
               Total current liabilities........................................         2,012,329      2,163,985

Long-term debt, less current maturities.........................................                 -        815,351
Deferred revenue................................................................         2,000,000      2,000,000
Minority interest...............................................................                 -        (82,602)
Stockholders' equity:
     Preferred stock, 8% cumulative, $.01 par value; 5,000,000 shares authorized;
          none issued and outstanding...........................................                 -              -
     Common stock, $.01 par value; 30,000,000 shares authorized; 11,387,871
          and 12,461,258 issued and outstanding for 2001 and 2000...............           113,879        113,613
     Additional paid-in capital.................................................        23,165,749     23,155,247
     Retained earnings..........................................................       (20,753,402)   (24,227,797)
     Accumulated comprehensive income...........................................                 -          7,725
                                                                                      -------------   ------------
               Total stockholders' equity.......................................         2,526,226       (951,212)
                                                                                      -------------   ------------
                         Total liabilities and stockholders' equity.............      $  6,538,555    $ 3,945,522
                                                                                      =============   ============

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


                                       12
<PAGE>
<TABLE>
<CAPTION>

                                       BOUNCEBACKTECHNOLOGIES.COM, INC.
                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                       For the Year Ended
                                                                                -----------------------------------
                                                                                September 30,         September 30,
                                                                                    2001                   2000
                                                                                -------------         -------------
<S>                                                                             <C>                   <C>
Operating Revenues:
     Gaming segment............................................................. $  3,086,514          $  3,259,814
     Technology sales...........................................................      273,581               486,499
     Management fees............................................................            -                50,714
                                                                                --------------         -------------
          Total revenue.........................................................    3,360,095             3,797,027
Operating Expenses:
     Gaming cost of sales.......................................................      310,974               362,874
     Gaming selling, general and administrative expenses........................    3,528,316             3,673,437
     Technology cost of sales...................................................      170,098               439,326
     Technology selling, general and administrative expenses....................      544,858               458,932
     Corporate selling, general and administrative expenses.....................    2,144,391             2,514,402
     Realization of costs previously reserved for...............................   (1,656,491)                    -
                                                                                --------------         -------------
          Total operating expenses..............................................    5,042,146             7,448,971
                                                                                --------------         -------------
Operating loss..................................................................   (1,682,051)           (3,651,944)
Other Income and Expenses:
     Other income...............................................................       14,832                56,366
     Interest income............................................................       19,170                43,769
     Interest expense...........................................................      (27,121)             (212,486)
                                                                                --------------         -------------
          Total other income and expenses.......................................        6,881              (112,351)
                                                                                --------------         -------------

Loss before minority interest...................................................   (1,675,170)           (3,764,295)
     Minority interest..........................................................            -                82,602
                                                                                --------------         -------------
Loss before income taxes........................................................   (1,675,170)           (3,681,693)
     Income tax benefit.........................................................    2,794,641                     -
                                                                                --------------         -------------
Net Income (Loss) - Operating...................................................    1,119,471            (3,681,693)

Discontinued Operations:
     Income from entertainment segment, net of taxes of
         $246,504 and $0 in 2001 and 2000, respectively.........................      454,431             2,826,663
     Gain on sale of entertainment segment, net of taxes of
         $1,048,137 and $0 in 2001 and 2000, respectively.......................    1,900,493                     -
                                                                                --------------         -------------
Net income - Discontinued Operations............................................    2,354,924             2,826,663
Extraordinary item - Gain on early extinguishment of debt.......................            -               438,642
                                                                                --------------         -------------
Net income (loss)............................................................... $  3,474,395          $   (416,388)
                                                                                ==============         =============

Net income (loss) per Share - Basic and Diluted
     Operating income (loss)....................................................      $  0.09              $  (0.30)
     Discontinued operations....................................................         0.19              $   0.23
     Extraordinary item - gain on early extinguishment of debt..................            -              $   0.04
                                                                                --------------         -------------
Net Income (Loss) Per Share.....................................................      $  0.28              $  (0.03)
                                                                                ==============         =============

     Weighted average common shares outstanding.................................   12,296,720            12,261,958


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


                                       13
<PAGE>
<TABLE>
<CAPTION>

                                       BOUNCEBACKTECHNOLOGIES.COM, INC.
                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                   Shares of                   Additional                      Accumulated
                                                     Common       Common        Paid-in         Retained      Comprehensive
                                                     Stock         Stock        Capital         Deficits          Income
                                                     -----         -----        -------         --------          ------

<S>                                               <C>           <C>          <C>            <C>                  <C>
Balance, October 1, 1999........................   10,431,880    $ 104,319    $ 22,953,761   $ (23,811,409)       $ (20,958)
     Common stock issued on conversion of
          debentures............................      629,378        6,294         144,486               -                -
     Options issued on conversion of
          debentures............................            -            -           9,000               -                -
     Common stock issued........................      300,000        3,000          48,000               -                -
     Foreign currency translation adjustment....            -            -               -               -           28,683
     Net income.................................            -            -               -        (416,388)               -
                                                   ----------    ---------    ------------   -------------          -------
Balance, September 30, 2000.....................   11,361,258    $ 113,613    $ 23,155,247   $ (24,227,797)         $ 7,725

     Common stock issued........................       26,613          266          10,502               -                -
     Foreign currency translation adjustment....            -            -               -               -           (7,725)
     Net income.................................            -            -               -       3,474,395                -
                                                   ----------    ---------    ------------   -------------          -------
Balance, September 30, 2001.....................   11,387,871    $ 113,879    $ 23,165,749   $ (20,753,402)             $ -
                                                   ==========    =========    ============   =============          =======


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


                                       14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                       BOUNCEBACKTECHNOLOGIES.COM, INC.
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                       For the Year Ended
                                                                                -----------------------------------
                                                                                September 30,         September 30,
                                                                                    2001                   2000
                                                                                -------------         -------------
<S>                                                                             <C>                  <C>
Operating Activities:
Net income (loss)............................................................... $  1,119,471         $ (3,681,693)
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization..............................................      429,313              372,991
     Deferred income taxes benefit..............................................   (1,500,000)                   -
     Gain on early extinguishment of debt.......................................            -                    -
     Provisions for doubtful accounts...........................................        5,640               98,977
     Amortization of discount upon conversion
          of convertible debentures.............................................       36,687                    -
     Minority interest..........................................................       82,602              (82,602)
     Reserve for uncollectible accounts.........................................            -                    -
     Net change in long term accounts...........................................            -                    -
     Net change in working capital accounts.....................................      538,551              277,016
                                                                                --------------        -------------
Net cash provided by (used in) operating activities.............................      712,264           (3,015,311)

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

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

Cash flows used in operations                                                        (255,822)          (4,003,679)
                                                                                --------------        -------------

Cash flows from discontinued operations:
Entertainment segment...........................................................    1,609,807            3,350,634
Gaming segment..................................................................            -                    -
                                                                                --------------        -------------
Net cash provided by discontinued operations....................................    1,609,807            3,350,634
                                                                                --------------        -------------

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

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

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

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

                                       15
<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 and  subsidiaries  is engaged in the  e-commerce
industry focusing on marketing, sales and business solutions to the Internet and
e-commerce  industries.  While the Company's  gaming  segment  operates a casino
through its 85%-owned  subsidiary,  CRC of Tunisia,  S.A.,  in Sousse,  Tunisia,
North Africa. The Company's ticker symbol for its Common Stock is "BBTC" and the
Common Stock is traded on the NASD OTCBB.

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

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

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

Note 2 - Summary of Significant Accounting Policies

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

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

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

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

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


                                       16
<PAGE>
Note 2 - Summary of Significant Accounting Policies (Continued)

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

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

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

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

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

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

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

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

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

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


                                       17
<PAGE>
Note 2 - Summary of Significant Accounting Policies (Continued)

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

Note 3 - Segment Information

Management (Parent) Company

     BBT is the parent and management  company for all related entities.  BBT is
also responsible for the strategic  planning and visionary pursuits of corporate
goals and missions.

     BBT, for revenue,  charges management fees to subsidiaries in the amount of
$1,380,000  for fiscal 2001 and  $1,646,000 for fiscal 2000. BBT has general and
administrative expenses of $2,144,391 for 2001 and $2,514,402 for 2000.

Gaming Segment

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


                                           Fiscal Year Ended
                                    ---------------------------------
                                    September 30,       September 30,
                                        2001                 2000
                                    ---------------------------------

Revenue:
       Gaming......................  $  1,912,366       $  2,178,810
       Theatre......................      439,953            500,501
       Food, Beverage & Other.......      734,195            580,503
                                     -------------      -------------
          Total Revenue.............    3,086,514          3,259,814
Promotional allowance...............      187,994            154,785
Other Expenses......................    3,651,296          3,881,526
                                     -------------      -------------
                      Income (Loss)  $   (752,776)      $   (776,497)
                                     =============      =============

Assets
     Current assets................. $    620,883       $    854,442
     Property and equipment.........      696,893          1,019,676
                                     -------------      -------------
                      Total assets   $  1,317,776       $  1,874,118
                                     =============      =============


Liabilities
     Current liabilities............ $  1,478,662       $   1,167,918
     Intercompany payable...........    6,688,941           6,344,208
                                     -------------      -------------
                 Total liabilities   $  8,167,603       $   7,512,126
                                     -------------      -------------

Equity
     Equity in Subs................. $    998,000       $     998,000
     Retained Earnings..............   (7,847,827)         (6,636,008)
                                     -------------      -------------
                      Total Equity   $ (6,849,827)      $  (5,638,008)
                                     -------------      -------------
        Total Liabilities & Equity   $  1,317,776       $   1,874,118
                                     =============      =============


                                       18
<PAGE>
Note 3 - Segment Information (Continued)

Technology Segment

     Through its 80%-owned subsidiary, the Company acquired all of the assets of
Raw Data Inc. a privately owned  California  company focused on the development,
sales  and  distribution  of  e-commerce   business   solutions  through  direct
advertising  of mini CD's  used by  business  and  consumers  to link  potential
customers to web sites and e-commerce centers.

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

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

<TABLE>
<CAPTION>
                                                             Fiscal Year Ended
                                                      ---------------------------------
                                                      September 30,       September 30,
                                                          2001                2000
                                                       ---------           ---------
<S>                                                    <C>                 <C>
Revenues ...........................................   $ 273,581           $ 486,499
Expenses............................................     715,525             899,508
                                                       ---------           ---------
                      Income (Loss) ................   $(441,944)          $(413,009)
                                                       =========           =========

Assets
     Current assets ................................   $  56,625           $  69,541
     Property and equipment ........................      64,034              72,799
     Long-term assets ..............................      87,900             117,200
                                                       ---------           ---------
                      Total assets .................   $ 208,559           $ 259,540
                                                       =========           =========
Liabilities
     Current liabilities ...........................   $  92,723           $ 118,253
     Intercompany payable ..........................     888,187             554,296
                                                       ---------           ---------
                 Total liabilities .................   $ 980,910           $ 672,549
                                                       ---------           ---------
Equity
     Retained Earnings..............................    (772,351)           (413,009)
                                                       ---------           ---------
                      Total Equity .................   $(772,351)          $(413,009)
                                                       ---------           ---------
        Total Liabilities & Equity .................   $ 208,559           $ 259,540
                                                       =========           =========
</TABLE>

                                       19
<PAGE>
Note 4 - Gain on Sale of Entertainment Segment

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

Gross Proceeds ..........................................    $3,800,000
     Less:
     Basis of Assets and Production Rights Sold..........       628,431
     Expenses of Sale ...................................       222,939
     Income Tax .........................................     1,048,137
                                                             ----------
Gain on Sale of Entertainment Segment....................    $1,900,493
                                                             ==========

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

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

Note 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 $(7,724)  and
$28,683 in 2001 and 2000 as Accumulated Comprehensive Income in the accompanying
financial statements.


                                       20
<PAGE>
Note 6 - Accounts Receivable, Net

Management (Parent) Company

                                                Fiscal Year Ended
                                        --------------------------------
                                        September 30,     September 30,
                                             2001             2000
                                         ------------      ------------
Accounts receivable - trade .............  $    --          $    --
  Allowance for doubtful accounts .......       --               --
                                           -------          -------
Net accounts receivable - trade .........       --               --
Accounts receivable - employees .........   26,056           71,615
Accounts receivable - other .............   10,105           26,575
                                           -------          -------
Total accounts receivable, net ..........  $36,161          $98,190
                                           =======          =======

Gaming Segment

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

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

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

Technology Segment

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

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

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


                                       21
<PAGE>
Note 7 - Inventory

     Inventory consists of:

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


Note 8 - Property and Equipment

Management (Parent) Company

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

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

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

Gaming Segment

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

                                       22
<PAGE>
Note 8 - Property and Equipment (Continued)

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

Technology Segment

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

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

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

Note 9 - Related Party Transaction

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

Note 10 - Accrued Expenses and Other Liabilities

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

Note 11 - Credit Arrangements

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


                                       23
<PAGE>
Note 12 - Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                 Fiscal Year Ended
                                                        -----------------------------------
                                                        September 30,         September 30,
                                                             2001                 2000
                                                        -------------         -------------
<S>                                                      <C>                   <C>
Debenture, 6% .........................................  $       --            $  128,099
Debenture, zero, discounted at 6% .....................          --               710,268
Note payable, zero, discounted at 9.5% ................          --               219,869
Mortgage payable, 11.5% ...............................      76,841                82,457
Note due minority interest, zero, no discount .........      65,000                65,000
                                                         ----------            ----------
  Total debt ..........................................     141,841             1,205,693
Less current obligation ...............................     141,841               390,342
                                                         ----------            ----------
  Total long-term debt ................................  $       --            $  815,351
                                                         ==========            ==========
</TABLE>


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

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

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

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

Note Due Minority  Interest,  zero,  no discount.  As part of the  consideration
given  for the  acquisition  of Raw Data,  Inc.,  the  Company  issued a $65,000
non-interest-bearing  note to the former majority  shareholders which is payable
only upon BounceBackMedia.com,  Inc. achieving cumulative revenues of $8 million
on or before December 31, 2001.  BounceBackMedia's  cumulative  revenues through
September 30, 2001 were approximately $760,000.


                                       24
<PAGE>
Note 12 - Long-Term Debt (Continued)

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

Year ending
-----------
         2002       $ 141,841
         2003               -
         2004               -
         2005               -
         2006               -
Thereafter                  -
                  ------------
                    $ 141,841
                  ============


Note 13 - 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.  The Company received a $2 million
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.  The  balance of $14.1
million is  contingent  on certain  events  occurring  relative  to, among other
things,  the location of the Tribe's casino, the opening of the casino and Lakes
Gaming managing the casino.  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. Site development of a Michigan casino by Lakes
Gaming  commenced in 2001.  However,  there can be no  assurances  provided with
respect to timing of completion of the casino.

Note 14 - Lease Commitments

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

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

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


                                       25
<PAGE>
Note 14 - Lease Commitments (Continued)

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

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

Note 15 - Income Taxes

Income tax expense (benefit) consists of the following:

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


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


                                       26
<PAGE>
Note 15 - Income Taxes (Continued)

Deferred tax assets and liabilities consist of the following:

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

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

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

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

Note 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 have been  reserved  pursuant  to the 1993 and 1997  Plans.  As of
September 30, 2001, there were 357,300 options  outstanding  under the 1993 Plan
and 74,867  shares  available  for grant under such plan and there were  528,833
options  outstanding  under the 1997 Plan and 0 shares available for grant under
such plan.


                                       27
<PAGE>
Note 16 - Options and Awards (Continued)

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

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

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

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

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

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

3.13 - 3.75 ...........   23,300                3.12          23,300                3.12
                         -------            --------         -------            --------
                         886,133            $   1.04         886,133            $   1.04
                         =======            ========         =======            ========
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                             Fiscal Year Ended
                                                   --------------------------------------
                                                   September 30,            September 30,
                                                       2001                      2000
                                                   -------------            -------------
<S>                                                <C>                      <C>
Net income (loss) - operating
  As reported ...................................  $   1,119,471            $  (3,681,693)
  Pro forma .....................................  $     913,644            $  (3,831,693)

Net operating income (loss) per share -
  basic and diluted
  As reported ...................................  $        0.09            $       (0.30)
  Pro forma .....................................  $        0.07            $       (0.31)
</TABLE>

                                       28
<PAGE>
Note 17 - Write-downs, Reserves and Recoveries

     The Company purchased from Monarch Casino, Inc. the purported rights to the
Pokagon Indian gaming contract during fiscal 1995. The Company then entered into
an agreement with Harrah's Entertainment, Inc., ("Harrah's", NYSE: HET), whereby
the Company  entered into a partnership  agreement  with  Harrah's,  whereby the
Company and Harrah's each would share in a percentage of the management fee from
operations  of  planned  Pokagon  Tribal  casinos.  Related  to this  agreement,
Harrah's  agreed to reimburse the Company  $600,000 for costs  associated with a
venture  related to the Eastern Band of Cherokee  Indians.  On October 18, 1998,
the Pokagon Band and Harrah's announced that they had terminated its development
and management  contract with Harrah's.  The Company has since instituted a suit
against  Harrah's  relative to the  negotiated  termination  agreement  with the
Pokagon tribe. (See Legal Proceedings).

     In fiscal 1998 due to the  termination of the agreement on October 18, 1998
as described  above,  the Company  recorded an impairment  reserve of $1,229,959
against deferred  project costs and doubtful  allowances of $600,000 against the
Harrah's  reimbursement and $80,000 against the advances to the Company's former
chairman for project costs.

     The following recent developments have occurred in fiscal 2001:

     A Minnesota trial court dismissed the Company's civil suit against Harrah's
May 24, 1999 for lack of jurisdiction. The Company appealed this decision and on
March 13, 2001, the Eighth  Circuit U.S. Court of Appeals  reversed the decision
and  reinstated  the  Company's  suit  against  Harrah's and remanded it back to
District Court. The Company's counsel states a favorable outcome is possible for
the Company.  The Company has reversed its  allowance  for doubtful  accounts of
$600,000 based on this possible outcome.

     On January 19, 2001 the U.S. Department of Interior issued a "finding of no
significant  impact"  regarding the Pokagon's  proposed casino plans and initial
site  development  began.  The Company  has  reversed  its reserve for  deferred
development  costs in the amount of $1,056,491 for expenses  directly related to
the Pokagon Indian management contract because development has now commenced.

Note 18- Commitments and Contingencies

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


                                       29
<PAGE>
Note 18- Commitments and Contingencies (Continued)

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

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

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

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

Note 19-Subsequent Events

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

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


                                       30
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.


                                       31
<PAGE>
--------------------------------------------------------------------------------
                                    PART III
--------------------------------------------------------------------------------

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

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

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

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

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

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

     Officers serve at the discretion of the Board of Directors.

                                  OTHER MATTERS

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


                                       32
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

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

<TABLE>
<CAPTION>
                                                    SUMMARY COMPENSATION TABLE

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

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

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

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

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

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

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

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

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

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


                                       33
<PAGE>
9)   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 or 1% of the contract amount.

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

EMPLOYMENT AGREEMENTS

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

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


                                       34
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

*Less than 1%

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

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

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

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

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

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

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

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

9)   See Notes 2,3,4,5,6, and 7.


                                       35
<PAGE>
OPTION GRANTS AND EXERCISES

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

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

                           AGGREGATED OPTION EXERCISES
                     AND FISCAL 2001 YEAR-END OPTION VALUES

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Company Loans

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

Relationship with Consultants

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

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

Indemnification of Directors and Officers

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

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


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<PAGE>
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
--------------------------------------------------------------------------------

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

3.3    Bylaws of the Company, as amended (3)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       37
<PAGE>
10.47  Memorandum of  Understanding  dated March 10, 1995,  between the Company,
       the Kevin Kean  Company,  Inc.  and James E. Barnes  with  respect to the
       development of certain gaming projects (5)

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

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

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

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

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

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

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

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

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

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

10.74  Tunisia Casino License (7)

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

10.77  Kevin Kean Settlement Agreement (8)

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

21.1   List of Subsidiaries of Registrant

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

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

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

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

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

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

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

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.


                                       39
<PAGE>
11)    8-K filed August 1, 2000.

12)    8-K filed December 12, 2000.

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

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

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

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

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


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<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.


December 28, 2001                      By:s/ John J. Pilger
                                          ---------------------------------
                                          John J. Pilger,
                                          Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

                                       SIGNATURE AND TITLE

December 28, 2001                      s/ John J. Pilger
                                       -----------------
                                       John J. Pilger, Chief Executive Officer,
                                       President and Chairman of the Board of
                                       Directors ("principal executive officer")

December 28, 2001                      s/ John J. Pilger
                                       -----------------
                                       Chief Financial Officer and Chief
                                       Accounting Officer ("principal  financial
                                       and accounting officer")

December 28, 2001                      s/ Noreen Pollman
                                       -----------------
                                       Noreen Pollman, Secretary and Director

December 28, 2001                      s/ Dennis Evans
                                       ---------------
                                       Dennis Evans, Vice President of Marketing
                                       and Director

December 28, 2001                      s/Robert J. Allen
                                       -----------------
                                       Robert J. Allen, Director


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