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, 1999

                                       OR

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

                         Commission file number 0-22242

                           CASINO RESOURCE CORPORATION
               (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 and Class A Warrants

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

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

     The  Company's  revenues for the fiscal year ended  September  30,1999 were
$8,228,220.

     As of January 7, 2000,  12,161,258 shares of Common Stock were outstanding,
and the  aggregate  market  value  of such  Common  Stock  (based  upon the last
reported sale price on the OTCBB),  excluding  outstanding  shares  beneficially
owned by affiliates was approximately $6,055,410.

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

<PAGE>
                                     PART I

ITEM 1.   BUSINESS

Recent Developments:

     Effective  December  31,  1999 the Company  purchased  all of the assets of
RawData,  Inc., a privately held company  headquartered  in Fresno,  California.
RawData,  Inc. is a one-year old company focused on the  development,  sales and
distribution of e-commerce  business  solutions geared toward direct advertising
of  mini-CDs  (sometimes  referred to as "buzz  cards")  used by  consumers  and
businesses  alike  to link  potential  customers  to web  sites  and  e-commerce
centers.

     Under the terms of the  agreement,  the  Company  paid a purchase  price of
$150,000; $85,000 at closing and a non-interest bearing note for $65,000 payment
of which is contingent  on the new  multi-media  company  reaching $8 million in
revenue,  on a cumulative basis,  within two years from the date of the closing.
The Company may need to borrow  additional  funds to implement the business plan
for the new  multi-media  subsidiary,  which  business  operation is expected to
require a minimum of $500,000 and, thereafter,  up to an additional $1.5 million
in capital.  Additionally,  the principals of the seller will receive 20% of the
common stock of the new  multi-media  company.  Options to purchase a maximum of
1,000,000 shares of the Company's common stock at an exercise price of seventeen
cents  per  share,  the  market  price on the date of the  agreement,  have been
granted to the principals and employees of the acquired company. The options are
subject to a three-year  vesting  period  contingent  upon,  among other things,
achieving  specific  revenue  targets  over a  specified  period  of time.  Upon
acquisition,    the   new    multi-media    company    changed   its   name   to
BounceBackMedia.com,  Inc.,  which  subsidiary  will be  domiciled in Nevada and
plans to move its operating  headquarters  to the Silicon Valley region so as to
have access to an experienced  pool of employees and in order to keep abreast of
the emerging internet technologies.  The Company has entered into two employment
agreements  with  multi-media  professionals.  Roger  Birks  will act as CEO and
Ricardo  Gonzalez  will  hold  the  position  of  Executive  Vice  President  of
Technology, respectively, for BounceBackMedia.com, Inc.

     Mr.  Birks has enjoyed a  successful  business  career for over 25 years in
management with NYSE companies as well as in an  entrepreneurial  capacity.  Mr.
Birks has been  involved  in business  start-ups,  some of which has been in the
computer information systems industry.

     Mr.  Gonzalez is a graduate of the  University of California at Berkley and
received a Masters Degree in Interactive  Computing and Multimedia from Columbia
University.  Mr.  Gonzalez  comes to the Company from IBM where he most recently
lead a team of visual designers,  technical writers, and human factors engineers
to develop world wide web applications  for IBM, whose products  generate over a
billion dollars per year in revenue.  Mr. Gonzalez is a specialist in multimedia
design and software engineering.

     During 1998,  management  decided to restructure the Company's  business by
liquidating certain Company assets and redeploying the resulting cash into other
businesses.  Given the  current  economy,  the  Company  placed an  emphasis  on
business opportunities in the e-commerce industry.

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<PAGE>

Specifically, the Company focused on marketing and sales applications within the
e-commerce  industry,  where the Company  would be able to utilize its marketing
and sales  expertise by providing  services to a new media  marketplace  that is
experiencing strong growth trends.

     With the acquisition of all of the assets of RawData,  Inc. the Company has
positioned  itself to provide cutting edge marketing and sales  applications via
the multi-media  industry.  Serving  e-commerce,  BounceBackMedia.com,  Inc. was
formed in  response  to new media  technologies  whereby  interactive  presented
promotional  messages are  delivered  digitally  through  various  storage media
including CD ROMs and the Internet. Internet technology and advances with CD ROM
technology are dramatically  changing the  fundamentals of business  operations.
Management believes the Company is well positioned to capitalize on two markets,
the emerging mini-CD industry and the  interactive/new  media product  industry.
The Company  will  control both CD-ROM  storage  media and new media  production
talent.  The Company's business model positions the Company to take advantage of
the wave of Internet centric marketing communications spending.

     On    January    4,    2000    the    Company    changed    its   name   to
BounceBackTechnologies.com,  Inc. to communicate  its intent to focus on its new
media business in e-commerce.

     The Company's corporate offices in Ocean Springs,  Mississippi will provide
administrative and accounting support services to  BounceBackMedia.com,  Inc. as
well as sales and marketing support services.

     The Company is currently negotiating a sale of its Tunisian Casino, located
in North  Africa.  Additionally,  the Company  intends to offer for sale Country
Tonite  Enterprises,  which produces a country  western variety show in Branson,
Missouri  and  Pigeon  Forge,  Tennessee.  In doing so, it will have  sufficient
capital  resources  to  fund  its  recently  acquired  business  and  focus  its
management resources on its new e-commerce business endeavors.

     Roy  Anderson  Corporation  was the  holder of a Company  debenture  in the
principal  amount of $1.5 million,  which was due January 31, 1999.  The Company
and the  debenture  holder  agreed to exchange  the  existing  debenture  for an
Amended and Restated  Debenture  which  contains the following  material  terms:
accrued  interest of $360,000 as of January 31, 1999 was paid by the delivery of
352,250 shares of common stock;  interest on the debenture (at 6% per year) from
February 1, 1999, to and including May 31, 1999 was capitalized and added to the
principal balance of the debenture;  principal and interest (at 6% per year) was
amortized in 18 equal monthly installments  beginning June 1, 1999, in an amount
of $88,652 which could be paid at the Company's  option,  50% cash ($44,326) and
50% stock (96,360 shares of common stock, which was valued at the average of the
closing  prices on the last 10  trading  days in May,  1999 or $.46 per  share).
Pursuant to the terms of the debenture 600,000 shares of stock were delivered to
the debenture holder between June 1, 1999 and December 31, 1999.

     On  December  31,  1999 the Company and Roy  Anderson  Holding  Corp.  (the
current  debenture  holder)  agreed  to amend and  restate  the  debenture.  The
agreement separates the remaining  outstanding balance of the original debenture
as of December 31, 1999 in the amount of  $1,028,553  into two  debentures.  The
first debenture calls for the Company to pay $342,655 along with simple interest
fixed at 6% per annum.  This debenture is paid with in monthly  installments  of
$44,238 beginning April 2000 with the last payment due November 2000. The second
debenture calls for the Company to pay $685,897 along with simple interest fixed

                                       3

<PAGE>

at 6% per annum.  This  debenture  is payable in one lump sum at its maturity on
December 31, 2002.  In addition,  the second  debenture  provides for  mandatory
prepayments if certain conditions should arise. These most notably relate to the
Company's completion of the sale of its discontinued  operations,  sale or other
disposition  of its existing  business  operations or assets,  collection of any
proceeds  from  litigation  and the  collection  of any payments  from the Lakes
Gaming agreement. Upon Company's satisfaction in full of all outstanding amounts
due under the debentures  1,100,000  shares of common stock held in escrow shall
be cancelled.  In connection with the restructuring of the debt, the Company has
granted Roy Anderson  Holding Corp.  options to purchase  300,000  shares of the
Company's  common  stock at an  exercise  price of $.17 per  share.  The  option
expires on December 31, 2002.

Historical Developments:

     Casino  Resource  Corporation  and  subsidiaries  (the  "Company") has been
engaged in the entertainment and gaming industry.  The following are highlighted
events which occurred during fiscal 1999.

     The Company  operates  and manages the Country  Tonite  Theatre in Branson,
Missouri.  The Company owns and operates a musical production  company,  Country
Tonite  Enterprises   ("CTE"),   which  provides  Country  and  Western  musical
entertainment to the Country Tonite Theatre,  LLC, ("CTT, LLC") in Pigeon Forge,
Tennessee, and to the theatre in Branson,  Missouri.  Additionally,  the Company
leases and  operates a casino in Tunisia,  North  Africa,  through its 85% owned
subsidiary,  CRC of Tunisia,  S.A.,  which  opened in 1997 and is being held for
sale.

     In September 1998, the Company entered into an Asset Purchase  Agreement to
sell  substantially  all of the assets used in connection with operations of the
Country Tonite Theatre and Country Tonite Enterprises to On Stage Entertainment,
Inc. ("On Stage"),  for $13.8  million.  However,  in April 1999,  the Agreement
between the Company and On Stage was  terminated.  The  consummation of the sale
was contingent on On Stage's obtaining financing of the purchase price, which On
Stage was unable to obtain.  The Company maintained a full business operation of
Country  Tonite  Theatre and the Country  Tonite Show  throughout  this proposed
transaction.  The operating results of CTT, LLC and CTE,  previously reported as
discontinued  operations in fiscal 1998, have been  reclassified and reported as
"continuing operations" for fiscal 1999.

     The Company sold it's 60% interest in CTT, LLC for $20,000 to its 40% Joint
Venture  partner,  Burkhart  Ventures,  LLC,  effective  December 31, 1998. As a
result,  the  Company  has  recognized  a gain on the sale of its Joint  Venture
interest in the amount of $78,566.  The Company's  Country Tonite Show continues
to perform at the Pigeon Forge Theatre.

     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

                                       4

<PAGE>

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

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

     The Company has decided to sell its interest in the Tunisian  Casino and to
leave the gaming industry.  Accordingly,  the Tunisian  operation is reported on
the  financial  statements  of the Company as a  "discontinued  operation."  The
Company has commenced negotiations to sell its 85% interest in CRC Tunisie, S.A.
to Samara Casino Company  ("Samara"),  the mortgage holder of the Casino Caraibe
property. The discussions have not been finalized and there is no assurance that
the Company will in fact conclude a transaction with Samara.

     The Company  terminated  its Agreement with Mark McKinney to build a spring
water bottling plant in Bentonville,  Arkansas.  The Agreement was contingent on
the Company's  procuring $25 million in debt and equity  financing.  The Company
depended  upon the sale of the  Company's  Country  Tonite  Theatre  and Country
Tonite  Enterprises  to On Stage to  provide a portion of its  capital  for this
investment.  On Stage's termination of the purchase transaction was instrumental
in the  Company's  inability  to complete its  financing  of the water  bottling
plant. See Item 3. Legal Proceedings.

General

     The Company was  organized  in 1969.  In 1987,  the company  merged into an
inactive public  corporation,  and in 1993,  changed its name to Casino Resource
Corporation.  Prior to 1987, the Company engaged in various business  activities
unrelated  to its current or proposed  businesses.  Between  1987 and 1991,  the

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<PAGE>

Company's primary business was owning and managing recreational vehicle resorts,
and  providing  related  direct  marketing   services.   The  Company  sold  its
capital-intensive  camp resort  properties  during 1988  through  1991 and began
offering its direct marketing services to the recreational real estate industry.
The marketing services provided were primarily focused toward timeshare and camp
resort developments and,  eventually,  to the casino industry.  The Company sold
its  timeshare  and camp  resort  direct  marketing  business  in May 1994,  and
directed its focus to the hospitality and entertainment  industry in both gaming
and high tourist areas, and to the emerging gaming industry.

     The  Company  entered  the  hospitality  and  entertainment  industries  by
acquiring or developing four businesses.  In March 1994, the Company purchased a
musical  production  company,  which staged an award-winning show at the Aladdin
Hotel in Las Vegas,  Nevada,  which closed on November 15, 1997 with the closing
of the Aladdin  Hotel.  Also in March 1994,  the Company  purchased its "Country
Tonite  Theatre"  in  Branson,  Missouri.  In May 1994,  the  Company  completed
construction  and opened its 154 room hotel,  the "Grand  Hinckley  Inn," on 7.5
acres  of  leased  land in  northern  Minnesota  adjacent  to the  Grand  Casino
Hinckley,  an Indian gaming facility currently  operated by Grand Casinos,  Inc.
This  facility  was sold to the Mille  Lacs Band of the  Ojibwe  Indians in June
1998.  Also, in May 1994,  the Company  opened the Biloxi Star Theatre,  a 1,900
seat deluxe theater in Biloxi, Mississippi, which was subsequently sold to Grand
Casinos,  Inc. in September  1994.  In March 1997, a third venue for the Country
Tonite  Show  opened in Pigeon  Forge,  Tennessee.  CTT,  LLC,  formerly a joint
venture  between the Company and Burkhart  Ventures,  LLC,  presents the Country
Tonite Show in a 1,500-seat theater in Pigeon Forge, Tennessee.  The Company was
the operating manager and owned 60% of the joint venture. Effective December 31,
1998,  the Company sold its 60%  interest in CTT,  LLC to its minority  partner,
Burkhart  Ventures,  LLC. The Company's Country Tonite show continues to perform
at the Pigeon Forge  Theatre,  with its contract  renewed for the year 2000.  On
October 18, 1997, the Company,  through its 85% owned subsidiary CRC of Tunisia,
Inc.,  opened  Casino  Caraibe in a leased  facility in Sousse,  Tunisia,  North
Africa. The Company anticipates the sale of the Casino business in January 2000,
subject  to  successful  negotiation  of a sales  agreement  with the  tentative
purchaser, Samara Casino Company.

     The  Company  had  previously  entered  into  a  Technical  Assistance  and
Consulting  Agreement  with  Harrah's  Entertainment,  Inc.  ("Harrah's")  which
provided that, upon the receipt of a compact and regulatory  approval,  Harrah's
was to develop and manage one or more  casinos to be funded by Harrah's  for the
Pokagon Tribe. The Company would have received, upon commencement of operations,
21.6%  of  Harrah's  management  fee,  but  was  not  required  to  provide  any
development  capital. The Management Agreement between Harrah's and the Band was
canceled  during  fiscal year 1998.  The  Company  filed suit  against  Harrah's
Entertainment,  Inc. on September 4, 1998,  alleging that Harrah's  breached its
agreements  with the  Company  and  tortuously  interfered  with  the  Company's
contractual  and  prospective  economic  advantage  associated  with the Pokagon
Tribe.  The Court  dismissed the suit May 24, 1999.  The Company filed an appeal
September 16, 1999. See Item 3 Legal Proceedings.

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<PAGE>

Continuing Operations

Country Tonite Theatre  (Branson, MO)

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

     Branson,  Missouri is a popular resort destination for country music lovers
from across the nation.  Branson is located at the intersection of U. S. Highway
76 and Interstate Highway 65, which connects Branson and Springfield,  Missouri.
Branson is  located  approximately  250 miles  from St.  Louis and 40 miles from
Springfield. Branson's population is approximately 3,000. The city includes over
30 theaters  featuring  music stars such as Andy Williams,  Bobby Vinton and the
Osmond family and provides a wide range of family entertainment for all ages. In
addition to  approximately  20,000 hotel rooms,  Branson offers diverse  eating,
shopping and  recreational  activities to its  approximately  6.3 million annual
visitors  (according  to the Branson  Chamber of  Commerce),  most of whom visit
between the months of March and December. Typical visitors to Branson are senior
citizens  participating in bus tours through Missouri.  Families also comprise a
large part of  Branson's  visitors  during  the  summer  months and are drawn to
Branson not only by the country  music,  but also by the  additional  activities
offered  in the  summer  months by the many  lakes in the  Branson  area and the
Arkansas  Ozarks,  another popular tourist  destination  area only 50 miles from
Branson.

     The Theatre attracts "walk-up" patrons  (approximately 85% of total sales),
both  through  local  media  advertising  and  "word-of-mouth,"  and  markets to
pre-arranged bus tours  (approximately  15% of total sales). The large number of
competing theaters and the number of shows could attract ticket buyers away from
the Company's  theatre.  Also,  other area tourist  attractions  could limit the
growth or even decrease ticket sales. In addition,  other  geographic  areas are
currently actively seeking to increase their tourist bases, which could, at some
point,  negatively affect the number of annual visitors to Branson.  The Country
Tonite Show,  although  having won major  awards,  could provide the format to a
similar show developed by a competing theatre with possible adverse consequences
to the Company. In October 1999, the Country Tonite Theatre received the Branson
1999 Show of the Year Award.

     The Company maintained its Country Tonite Theatre business operation during
1999, as the sale to On Stage was terminated April 1999, it became necessary for
the Company to negotiate a  satisfactory  resolution to the $7 million  interest
bearing mortgage note on the Theatre which fell due October 1, 1999.

     As indicated  above, in October 1999 the Company  reconveyed the Theatre to
the Lender in exchange for a release of the Company's  mortgage of the property.
The  balance of the  mortgage  and the value of the Theatre  were  approximately
equal.

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Country Tonite Production Show (Las Vegas, NV)

     CTE,  the  Company's  musical  production  subsidiary  based in Las  Vegas,
Nevada,  was acquired in March 1994. The production  show involves a country and
western  theme (the "Show").  CTE,  which  produces the Show,  received the CMOA
award as well as: "Best Television  Program in Nevada",  "Electronic Media Award
1994",  and  "Recording  of the  Year".  In  1997,  the  Show  was  awarded  the
"International  Country  Music  Live  Show of the  Year"  and Jack  Pilger,  the
Company's Chairman and CEO, was awarded "International Producer of the Year" and
inducted into the Country Music  Organizations  of America Hall of Fame in 1997.
Casts of the  Country  Tonite  show  perform at the  Country  Tonite  Theatre in
Branson, Missouri and Pigeon Forge, Tennessee.

     While the Company has been  provided  opportunities  to present the Country
Tonite Show in various  venues across the country,  other than  Branson,  MO and
Pigeon  Forge,  TN, it has been  unsuccessful  to date in securing an attractive
financial  arrangement  to  offset  the  cost  to  produce  the  Show  in  these
alternative venues.

Country Tonite Theatre - Pigeon Forge

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

Discontinued Operations

Tunisia Casino

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

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<PAGE>

     The entertainment complex and casino is a freestanding  building,  which is
located on a triangular piece of property in front of the 425-room Hotel Samara,
one of three  hotels that Samara  controls in Sousse.  The two other hotels have
125 and 275  rooms,  respectively.  The site is  located  on the main  street of
Sousse in the heart of the tourist  center and directly off the beach.  The site
is  approximately  1.5 acres in size. The casino is the first of its kind in the
city of Sousse.  Two other casinos are open in other Tunisian  municipalities at
distances of  approximately  fifty to three  hundred  miles from Sousse.  CRC of
Tunisia also operates a gourmet  restaurant,  gift shop and additional  food and
bar service on the property.  The  remaining  15%  ownership  interest in CRC of
Tunisia is held by Samara,  which acquired it for nominal  consideration as part
of the development transaction.

     The  Republic of Tunisia is a small  country in the most  northern  part of
North Africa and is bordered on the north and east by the Mediterranean  Sea, on
the southeast by Libya, and on the west by Algeria.  It is approximately  62,608
square  miles in size or  relatively  the same size as  Illinois.  Tunisia  is a
destination  resort  known  for its  beaches.  The city of  Sousse  borders  the
Mediterranean. Casinos are a recent attraction for the tourist trade in Tunisia.

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

     The Company has decided to sell its interest in the Tunisian  Casino and to
leave the gaming industry.  Accordingly,  the Tunisian  operation is reported in
the  financial  statements  of the Company as a  "discontinued  operation."  The
Company has commenced negotiations to sell its 85% interest in CRC Tunisie, S.A.
to Samara,  the mortgage holder of the Casino Caraibe property.  The discussions
have not been  finalized and there is no assurance that the Company will in fact
conclude a transaction with Samara.

Regulation and Licensing of Gaming Activity

     The  ownership  and  operation  of casinos in the U.S.,  Tunisia  and other
gaming jurisdictions is highly regulated. The Company obtained its operating and
gaming license in Tunisia and opened the casino on October 18, 1997.

     The Company'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 Casino has not generated a profit.
Nor can the Company make any  assurances  that it will  generate a profit in the

                                       9
<PAGE>

future.  Therefore,  the Company has entered into negotiations which may lead to
the sale of its 85% of its interest in CRC of Tunisie, S.A. and underlying stock
to Samara Casino Company.

Employees

     At September 30, 1999, the Company had 10 employees at its  headquarters in
Ocean  Springs,  Mississippi;  105  employees at the Country  Tonite  Theatre in
Branson,  Missouri (reduced to approximately 6 employees during the off season);
25 CTE  employees  at Pigeon  Forge,  Tennessee;  and 110  employees  in Sousse,
Tunisia.  The  entertainers  are contracted  for the  subsequent  season between
December and February each year.

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

ITEM 2. PROPERTIES

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

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

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

     The 42,000  square  foot casino  resort in Tunisia is leased  pursuant to a
three-year  lease  (with  two,  three-year  renewal  options)  providing  for an
adjusted annual base rent of 480,000 dinars, which is approximately  $407,125 US
at the current  exchange  rate,  plus value added taxes.  In addition,  a scaled
variable rental fee is incurred when gross gaming revenues exceed 125,000 dinars
monthly.  The Company also pays rent on the Casino Theatre at the rate of 10% of
revenue with a minimum of one dinar (currently worth  approximately $.85 US) per
paying  customer.  The  Company's  lease  obligation  to Samara  Casino Co. will
terminate if the Casino is sold to Samara.

     The Company had  guaranteed  the rent  payments of CTT, LLC to the minority
partner of CTT, LLC, who is lessor of the Pigeon Forge Theatre  facility.  These
guarantees  terminated under the sale agreement which became effective  December
31, 1998.

     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."

                                       10
<PAGE>

     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

     James Barnes and Prudence  Barnes,  two former  officers of a subsidiary of
the Company,  have brought suit in State District Court,  Clark County,  Nevada,
against the Company in  connection  with their  employment  termination  in June
1995. The Barnes have alleged the Company  breached their contracts based on the
termination of the Barnes employment; intentional misrepresentation;  and breach
of contract  based on the  untimely  registration  of their  stock.  No specific
amount of damages has been  claimed,  however  the  plaintiffs  have  informally
indicated  that they would  entertain a settlement  offer  between  $250,000 and
$350,000.  A  trial  date  is set for  January  2000.  The  Company  intends  to
vigorously defend itself in this matter.

     On December 31, 1997, the Company's former chairman,  Kevin Kean, defaulted
on repaying the $1,232,000  principal of notes  receivable due the Company.  The
Company held 150,000 shares of the Company's stock as collateral. On January 15,
1998,  the Company  signed a  subsequent  agreement  with Mr.  Kean.  Under this
agreement,  220,000  additional  shares of the Company's stock owned by Mr. Kean
were  canceled  along with the 150,000  collateral  shares  held  (valued at the
market price of $1.19 per share). Additionally, the Company and Mr. Kean entered
into a new note  agreement.  The new 7%  interest  bearing  note of  $1,196,885,
including approximately $143,000 of previously reserved interest is scheduled to
mature on January 15, 2001. The note is collateralized by Mr. Kean's 5% interest
in the Company's Pokagon management fee. Solely at the Company's discretion,  at
any time prior to maturity,  the Company can take the  collateral  as payment in
full for the note.  Generally accepted  accounting  principles do not permit the
recording of contingent  assets until  realized and as Mr. Kean's ability to pay
the note is not known,  the Company at September 30, 1998 provided an impairment
reserve for the $791,900 which represents the notes remaining  principal balance
after stock cancellations. Under the terms of the Loan and Settlement Agreement,
". . .In the event that CRC shall sell,  assign or transfer  its interest in the
Pokagon Project,  in whole or in part, to any other party, by way of sale, loan,
settlement,  fee, or otherwise  for  consideration  in an amount in excess of $1
million,  Kean's obligation under the Renewal Note shall be fully discharged and
satisfied and CRC shall mark the Renewal Note "Paid" and return it to Kean. . ."

     The Company initiated a civil suit against Harrah's on September 4, 1998 in
United States District Court for District of Minnesota. The Company alleges that
Harrah's  breached  the  Technical   Assistance  and  Consulting  Agreement  and
tortuously  interfered with the Company's  contractual and prospective  economic
advantage  associated  with the Pokagon Band of Potawatomi  Indians'  Management
Agreement.  The suit  further  alleges that  Harrah's  withheld  vital  business
information  from the Company.  The Court  granted  Harrah's  motion for Summary
Judgment and the Company's  complaint was  dismissed  with  prejudice on May 24,
1999.  The Company filed an appeal in the Eighth  Circuit United States Court of
Appeals on  September  16,  1999.  The Company  asserts that it has the right to
resolve  the  dispute  with  Harrah's in some forum and the trial court erred by
dismissing the Company's complaint without granting the Company leave to file an
amended  complaint  which would  include a claim for an  accounting  and damages

                                       11

<PAGE>

under the Uniform  Partnership  Act. The Company plans to vigorously  pursue the
claim and seeks a judgment against Harrah's plus interest and legal fees.

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

     The Company  seeks a judgment  against  Monarch  Casinos,  Inc. and Willard
Smith plus  interest and  attorneys  fees for notes due and  material  breach of
agreements;  removal of Smith from the rental property and punitive damages. Mr.
Willard  Smith filed a counter  claim on February 16, 1999,  alleging  breach of
contract; breach of duty of fair dealing; tortuous interference with prospective
business advantage;  specific  performance of contract to purchase real property
and fraud.  The Company plans to vigorously  defend itself in this  counterclaim
and is asking the court to dismiss the matter.

     Norm D. Holm, and N.D. H. Inc., ("NDH"), a Minnesota  corporation,  brought
suit in the Tenth  Judicial  District  Court,  county of  Sherburne,  Minnesota,
against the Company on August 11,  1998.  NHD alleges  that the Company  entered
into an  indemnification  and hold harmless  agreement to indemnify and hold NDH
harmless from loss of claims, etc., incurred as a result of services provided to
real property known as "Pintail Woods", which claim purportedly totals $158,000.
These claims were brought before the American Arbitration Association ("AAA") in
December 1992,  which  originally ruled that the arbitration was not appropriate
at that time. On July 7, 1998,  the Tenth  Judicial  District  Court,  county of
Sherburne,  Minnesota,  ordered  this matter be submitted  to  arbitration.  The
Company plans to vigorously defend itself in this matter and is asking the court
to dismiss the suit based on a statue of limitations  defense  because the event
at issue took place over eight years ago.

     The Company  initiated  suit against Mark  McKinney,  personally,  and Mana
Corporation, on March 12, 1999, in the Circuit Court of Benton County, Arkansas.
The Company alleges that Mr. McKinney and Mana Corporation breached the terms of
the Letter of Intent and the  Extension  Agreement  dated  December 4, 1998,  by
prematurely  terminating  the  agreement  before April 30, 1999,  and failure to
repay a short term loan made to Mark McKinney,  personally.  The Company seeks a
judgment  against Mark McKinney and Mana  Corporation  in the amount of $150,000
plus interest and  attorney's  fees. Due to the  uncertainty  of Mr.  McKinney's
ability to make  payment,  $75,000 of this  receivable  has been  reserved.  Mr.
McKinney and Mana Corporation filed a counterclaim April 5, 1999,  alleging Mana
Corporation  incurred additional expenses associated with the due diligence with
the  Company  and is asking for a judgment  against  the  Company for $51,997 in
addition to prejudgment and post judgment interest and attorney's fees.

                                       12
<PAGE>

     In  November  1999,  Mana  Corporation  petitioned  an  Arkansas  Court for
reorganization under Chapter 11 of the Bankruptcy Code; therefore the balance of
the receivable was reserved in November 1999.

     Concurrent with the Company's  negotiations with Samara Casino Co. for sale
of 85% interest of CRC of Tunisia,  S.A., the Company entered into  negotiations
with Seamar Group,  holder of a $1 million long term note with the Company.  The
Company satisfactorily concluded negotiations and entered into an agreement with
Seamar  whereby the Company paid  $150,000 to Seamar Group in November  1999 and
received a $330,000  discount on the Seamar  note.  The balance of $525,000  due
Seamar Group is payable over  eighteen  months  beginning  December 1999 without
interest.

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

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of the fiscal year ended September 30, 1999.


                                       13
<PAGE>
                                     PART II


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     The Company's common stock (symbol "CSNR") and its Class A warrants (symbol
"CSNRW") were formerly traded on the NASDAQ  National Market System.  On May 24,
1999,  the  Company  was  notified  by NASD that the Company had not met the net
tangible  asset  listing  requirement  of NASDAQ and,  therefore,  the Company's
common  stock  and its  warrants  would be moved to the OTCBB  effective  at the
opening of trading on May 25, 1999. Each warrant entitled the holder to purchase
one share of common stock at an exercise price of $6.75. The warrants expired on
September  15, 1999.  The  following  table sets forth,  for the fiscal  periods
indicated,  the high and low  sales  prices  of the  common  stock  and  Class A
warrants as reported by NASDAQ from October 1, 1997  through May 24,  1999,  and
the high and low bid prices of such  securities  as reported by NASDAQ since May
24, 1999.  Quotations  price May 24, 1999 reflect  inter-dealer  prices  without
retail  mark-up,   mark-down  or  commission,   and  may  not  represent  actual
transactions:

<TABLE>
<CAPTION>
                                      Common Stock                 Warrants
                                   High          Low         High            Low
<S>                              <C>          <C>          <C>          <C>
FISCAL 1999

           First Quarter         $   0.97     $   0.31     $   0.03     $    0.11

           Second Quarter        $   0.75     $   0.25     $   0.03     $    0.13

           Third Quarter         $   0.84     $   0.25     $   0.01     $    0.08

           Fourth Quarter        $   0.59     $   0.20     $   0.03     $    0.001

FISCAL 1998

           First Quarter         $   2.00     $   1.06     $   0.41     $    0.09

           Second Quarter        $   1.38     $   0.81     $   0.19     $    0.06

           Third Quarter         $   1.19     $   0.69     $   0.13     $    0.06

           Fourth Quarter        $   1.13     $   0.50     $   0.09     $    0.03
</TABLE>

                                       14

<PAGE>

Holders

     On  December  2, 1999 there were  approximately  333 record  holders of the
common  stock.  The  Company  estimates  that  there  are  an  additional  2,750
shareholders in nominee or street name at that date.

Sale of Unregistered Securities

     In September  1997,  the Company  completed a placement  of  $800,000,  13%
subordinated  convertible  debentures  (with  net  proceeds  of  $707,000).  The
debentures  had a one-year  maturity  with the holder's  ability to convert into
shares of common stock on or before the anniversary date at a price equal to 83%
of the then current  trading  prices of common stock.  At the issuance date, the
Company  recorded a debt  discount of $206,036  with a  corresponding  credit to
additional  paid-in  capital.  The discount was  amortized  over 90 days,  which
represents the required holding period of the debentures.  On December 12, 1997,
$400,000  principal  amount of debentures plus interest was redeemed in cash. In
August 1998,  $171,674 principal amount of debentures plus interest was redeemed
in cash.  During 1999,  $107,000 of the principal  amount of the debentures were
converted  into 311,093  common  shares.  The  remaining  balance  $121,325 plus
interest  ($164,000  total) was settled in full by a cash payment of $100,000 in
October 1999.

     Roy  Anderson  Corporation  was the  holder of a Company  debenture  in the
principal  amount of $1.5 million,  which was due January 31, 1999.  Company and
the debenture  holder  agreed to exchange the existing  debenture for an Amended
and Restated  Debenture  which  contains the follow in material  terms:  accrued
interest of $360,000 as of January 31, 1999 was paid by the  delivery of 352,250
shares of common stock; interest on the debenture (at 6% per year) from February
1,  1999,  to and  including  May 31,  1999  was  capitalized  and  added to the
principal balance of the debenture;  principal and interest (at 6% per year) was
amortized in 18 equal monthly installments  beginning June 1, 1999, in an amount
of $88,652 which could be paid at the Company's  option,  50% cash ($44,326) and
50% stock (96,360 shares of common stock, which was valued at the average of the
closing  prices on the last 10  trading  days in May,  1999 or $.46 per  share).
Pursuant to the terms of the debenture 600,000 shares of stock were delivered to
the debenture holder between June 1, 1999 and December 31, 1999.

     On  December  31,  1999 the Company and Roy  Anderson  Holding  Corp.  (the
current  debenture  holder)  agreed  to amend and  restate  the  debenture.  The
agreement separates the remaining  outstanding balance of the original debenture
as of December 31, 1999 in the amount of  $1,028,553  into two  debentures.  The
first debenture calls for the Company to pay $342,655 along with simple interest
fixed at 6% per annum. This debenture is paid in monthly installments of $44,238
beginning  April  2000 with the last  payment  due  November  2000.  The  second
debenture calls for the Company to pay $685,897 along with simple interest fixed
at 6% per annum.  This  debenture  is payable in one lump sum at its maturity on
December 31, 2002.  In addition,  the second  debenture  provides for  mandatory
prepayments if certain conditions should arise. These most notably relate to the
Company's completion of the sale of its discontinued  operations,  sale or other
disposition  of its existing  business  operations or assets,  collection of any
proceeds  from  litigation  and the  collection  of any payments  from the Lakes
Gaming agreement. Upon Company's satisfaction in full of all outstanding amounts
due under the debentures  1,100,000  shares of common stock held in escrow shall
be cancelled.  In connection with the restructuring of the debt, the Company has
granted Roy Anderson  Holding Corp. an option to purchase  300,000 shares of the
Company's  common  stock at an  exercise  price of $.17 per  share.  The  option
expires December 31, 2002.

                                       15

<PAGE>

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

Dividends

     No dividends have been declared or paid during the reporting period.


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

Results of Operations

     Following is  management's  discussion and analysis of significant  factors
which have  affected the  Company's  financial  position and  operating  results
during  the  periods  reflected  in  the  accompanying   consolidated  financial
statements.

CONSOLIDATED

     The  Company's  revenues  from  continuing  operations  were  $8,228,220  a
decrease of $3,270,193 or 28% from the  $11,498,413 in fiscal 1998. The decrease
in revenue in 1999 from 1998 relates to 1998  operating  results  which  reflect
nine months of revenue  from Grand  Hinckley  Inn,  which was sold in June 1998.
Additionally,  1998 operating results include 12 months revenue from the Country
Tonite Theatre,  LLC versus three months revenue in fiscal 1999 as the Company's
60% Joint Venture  interest was sold to the LLC's minority  partner December 31,
1998.

CONTINUING OPERATIONS

ENTERTAINMENT

Country Tonite Theatre - Branson, MO

     The Country Tonite Theatre in Branson, Missouri, had Fiscal 1999 revenue of
$5,857,760,  a  decrease  of  $272,207  or 4% from  the  fiscal  1998  total  of
$6,129,967.  Paid  attendance for the Country Tonite show was 30% of capacity in
1999 compared to 31% of capacity in fiscal 1998. Average ticket price was $17.33
in fiscal 1999 compared to $17.00 in fiscal 1998.  Although average ticket price
increased, the increase was offset by the decrease in overall occupancy. Through
cost containment  efforts by Company  management,  operating expenses before the
loss  on  the  sale/lease-back  transaction,   including  project,  general  and
administrative  costs and  depreciation,  fell  $206,912 or 5% to  $3,988,938 in
fiscal 1999 from  $4,195,850  in fiscal 1998.  Operating  income,  excluding the
sale/lease-back  transaction,  decreased  $37,233 or 3% to  $1,209,559 in fiscal
1999 from  $1,246,792  in fiscal  1998.  This  decrease  is due to a decline  in
revenue and gross profit which was only partially  offset by the cost reductions
in operating expenses.

                                       16

<PAGE>

Country Tonite Theatre L.L.C.

     The Company sold its 60% interest in the CTT,  LLC  effective  December 31,
1998. As a result,  the Company has  recognized a gain on the sale in the amount
of $78,566. Revenues for the period of October 1, 1998 through December 31, 1998
totaled  $1,336,174.   Operating  expenses,   including  project,   general  and
administrative  costs and depreciation,  totaled $1,457,517  (including $597,058
eliminated in  consolidation)  resulting in an operating loss of $121,343 before
the minority interest share of the loss.

Country Tonite Production Show

     Country Tonite Production show revenues totaled  $1,563,058 in fiscal 1999,
a decrease of  $474,611  from  revenues  of  $2,037,669  for fiscal  1998.  This
decrease is due to the closing of the Aladdin show in November  1997  ($275,000)
and a decrease in the fee paid to the Country Tonite production  company by CTT,
LLC in Pigeon Forge ($200,000).  Operating expenses (including project,  general
and administrative  costs and depreciation)  decreased from $1,799,485 in fiscal
1998 to $1,417,930 in fiscal 1999 or 21%,  principally as a result of not having
any Aladdin  show  payroll in 1999  ($311,000).  Operating  income  decreased to
$145,628 in fiscal 1999 from $238,184 in fiscal l998.

GENERAL AND ADMINISTRATIVE

     The Company's general and administrative  expenses aggregated $2,846,860 in
fiscal 1999 compared to  $3,029,925  for fiscal 1998, a decrease of $183,662 due
primarily  to a  reduction  in  professional  fees  ($321,000)  and  legal  fees
($46,000), offset by an increase in bad debt expense ($148,000).

DISCONTINUED OPERATIONS

GAMING, TUNISIA

     Revenue for fiscal 1999 totaled $2,526,193 compared to $3,305,396 for 1998,
a decrease of $779,203 or 24%. Operating  expenses,  including project,  general
and administrative cost and depreciation,  decreased  $2,520,870 from $6,874,718
in 1998 to $4,353,842 in 1999 resulting in an operating loss of $1,587,648.

INTEREST EXPENSE

     Interest  expense  totaled  $774,507 for fiscal 1999 compared to $1,311,743
for fiscal 1998.  The decrease from 1998 was due  principally  to nine months of
interest in 1998 on the note payable for the building at Grand  Hinckley Inn and
a corporate note payable which was paid in full in June 1998.

OTHER

     Interest income as of September 30, 1999 was $160,099  compared to $206,195
for the same period in 1998, a decrease of $46,096 or 22%. This is primarily due
to maintaining lower interest bearing cash balances through out the year in 1999
versus 1998.

                                       17

<PAGE>

LAKES GAMING AGREEMENT

     See third  paragraph of Note 7 to the Financial  Statements  and discussion
under Item 1. "Business".

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  increased from $1,123,732 at September 30, 1998
to  $1,658,435 at September 30, 1999.  The Company's  principal  source of funds
during the period ended  September 30, 1999,  were revenues from Country  Tonite
Branson,  the show fee from Pigeon Forge and the $2 million  received from Lakes
Gaming. The Company's principal use of funds other than operations  consisted of
debt repayments totaling $401,296 and capital expenditures. In June of 1999, the
Company  began  making  payments on a $1.5  million  debenture  to Roy  Anderson
Holding Corp.  The total  monthly  payment of $88,652 was required to be paid at
least 50% cash and the balance in cash or Company common stock, at the Company's
option. As of December 31, 1999,  $188,000 had been paid in cash and $165,000 in
stock.  The  restatement  of the debenture  obligation on December 31, 1999 (see
Item  1,  Business)  is not  anticipated  to have  any  material  effect  on the
Company's  liquidity  in the current  fiscal  year or the next two fiscal  years
because the monthly cash payments required on the debenture maturing on November
1, 2000 are approximately the same as the required cash payment under the former
debenture. However, the Company will be required to repay in cash rather than in
Company  common stock the debenture  maturing on December 31, 2002 (or sooner if
certain  events  occur).  The Company  anticipates  obtaining the cash needed to
satisfy the December 31, 2002  obligation  through  receipts  from Lakes Gaming,
Inc.

     The Company expects that cash on hand and cash from future  operations will
be sufficient to meet the capital expenditures, debt service and working capital
requirements of its existing business for the next fiscal year. In addition, the
Company has executed a Revised  Conditional  Release and  Termination  Agreement
with Lakes Gaming for an aggregate maximum sum of $16.1 million,  including a $2
million cash down  payment.  The down payment was received in August 1999. In as
much as the Company may be required to pay back the down  payment if a casino is
not opened  within five years,  the $2 million  has been  reflected  as deferred
revenue at September 30, 1999. Payment of the remaining balance of $14.1 million
is contingent upon several events  occurring in the future.  Therefore,  none of
this amount has been realized at September 30, 1999.

     The Company will need to raised  additional  equity or debt capital to fund
its new  multi-media  subsidiary.  The minimum  amount of working  capital to be
funded, per agreement,  through December 31, 2000 is $500,000.  As a result, the
Company will be offering for sale its entertainment  segment.  The entertainment
segment  will be  reflected  as  discontinued  operations  beginning  with first
quarter of fiscal 2000.

     Capital expenditures by the Company, net of disposals, were $71,926 for the
year ended  September  30, 1999  compared  to $95,000 for the 1998 fiscal  year.
Capital   expenditures   for  1999   consisted   principally  of  purchases  and
expenditures  for  Y2K  compliance  software  and  hardware  ($33,000);   office
equipment  ($4,500);  new telephone system ($36,000);  new sound console for the
Branson theatre ($57,000); and miscellaneous equipment ($18,500).

                                       18

<PAGE>

SEASONALITY

     The theatre operations in Branson, Missouri and Pigeon Forge, Tennessee are
affected by seasonal factors and, in addition,  will be closed from mid-December
through mid-March.  This period is historically when theatres like the Company's
normally  close in  Branson  and  Pigeon  Forge.  The  casino in Tunisia is also
subject to seasonal  factors as the period from  October to April is  considered
the slow tourist season.


IMPACT OF INFLATION

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

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.

YEAR 2000 UPDATE

     The Company has  continued to evaluate  its Y2K  readiness.  The  Company's
financial  institutions  have  provided  written  assurances  that  all of their
systems are Y2K  compliant.  These  statements  will be kept on file.  ADP,  the
Company's  payroll  vendor,  has  verified its  readiness  for the year 2000 and
confirmed that the software the Company is currently  using (which is the latest
version)  is Y2K  compliant.  All vendors  used by the Company  have been sent a
letter  requesting  a response  as to their Y2K  readiness.  The  response  from
vendors have been minimal.

     The  Company has  completed  its review for the  purpose of  upgrading  its
accounting system to meet Y2K compliance.  All vendor software  replacements and
upgrades are complete and are running  parallel to the existing  system  through
December 31, 1999 to ensure the integrity of the new system.

     As of September 30, 1999,  the Company had spent $33,000 for the accounting
hardware and software.  It is estimated that the total  replacement of necessary
accounting  hardware  and  software  and the  related  costs of  conversion  and
transmission will approximate  $40,000.  In August, the Company began converting
its  accounting  software from a DOS based  software  package to a sequel server
data base. At the time of conversion,  all general  ledger and accounts  payable
balances  were  reconciled  back to the DOS  based  system.  The new  system  is
currently in operation;  however,  the old data base will be maintained  through
December 31, 1999 to ensure the integrity of the new system.

     The Company has  established  the following  contingency  plan for the year
2000. On December 31, 1999 all  companies  will print a hard copy of all reports
at the close of the  business  day. A complete set of detail  financial  reports
will be printed by the corporate office. In the event that any program is unable

                                       19

<PAGE>

to  function  in the early  hours of the year 2000,  the  Company and all of its
subsidiaries will switch over to a manual system.  The accounting  software that
was purchased in 1999 is Y2K certified.  The vendor has assured the Company that
it will  have  technical  support  available  to  ensure  the  integrity  of the
financial data in the event that something does go wrong.

     As of January 7, 2000, the Company has experienced no Y2K related  computer
problems.

NEW ACCOUNTING PRONOUNCEMENTS

     In April 1998, the Accounting Standard Executive Committee issued Statement
of Position  ("SOP") 98-5 "Reporting on the Costs of Start-up  Activities."  The
SOP  requires  that all  costs of  start-up  activities  should be  expensed  as
incurred. The SOP is effective for years beginning after December 15, 1998. When
the Company adopts this SOP, it is not expected to have a material impact on the
Company's financial statements.

     In June 1998, the Financial  Accounting  Standard Board issued SFAS No. 133
"Accounting for Derivative  Instruments and Hedging  Activities."  This standard
established  accounting and reporting  standards for derivatives and for hedging
contracts.  This  standard is  effective  for all fiscal  quarters of all fiscal
years beginning after June 15, 2000. When the Company adopts this statement,  it
is not expected to have a material impact on the Company's financial  statements
or their presentation.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     All statements  contained herein that are not historical facts are based on
current expectations. These statements are forward looking in nature and involve
a number of risks and uncertainties. Actual results may differ materially. Among
the  factors  that  could  cause  actual  results to differ  materially  are the
following;  changes  in  travel  patterns  which  could  affect  demand  for the
Company's  theatres  or casino;  changes in  development  and  operating  costs,
including  labor,  construction,  land,  equipment,  and capital costs;  general
business and economic conditions; political unrest in Tunisia or the region; and
other risk factors  described  from time to time in the Company's  reports filed
with the  Securities  and  Exchange  Commission.  The Company  wishes to caution
readers not to place  undue  reliance on any such  forward  looking  statements,
which statements are made pursuant to the Private  Securities  Litigation Reform
Act of 1995, and as such, speak only as to the date made.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

     Not Applicable.

                                       20
<PAGE>
                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is  information  as of  September  30, 1999  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 53, has been the Chief Executive Officer and a director
of the Company since 1984, and served as President from 1984 to 1993. Mr. Pilger
was  previously  Chairman of the Board until July 1994 and resumed  such role in
April 1995. Mr. Pilger  oversees all Company  activities  including  operations,
acquisitions, development and construction.

     John W.  Steiner,  age 57, has been a director of the Company since January
1994.  Since 1990,  he has served as Chairman of the Board of the Ace  Worldwide
Group of Companies,  a leading  provider of moving,  trucking,  warehousing  and
overall  logistics  services.  Mr. Steiner also serves on the Board of Directors
and Executive  Committee of Atlas World Group,  Inc. Mr. Steiner is President of
the Associate Board of the Milwaukee County Zoological  Society,  a Board member
of the  Metropolitan  Milwaukee  Association of Commerce and the Better Business
Bureau of Wisconsin.

     Dr. Timothy  Murphy,  age 39, 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 53, has been a director  since March 17, 1997. Mr. Evans
brings  more than 30 years of sales and  marketing  business  experience  to the
Board.  Mr. Evans has acted as President  of several  large sales and  marketing
firms, as well as consultant to several mid-western  development companies.  Mr.
Evans has acted as a  marketing  consultant  to the Country  Tonite  Theatres in
Branson and Pigeon Forge and to the  Company's  casino  development  in Tunisia,
North Africa.  Mr. Evans is currently  employed by the Company as Vice President
of Marketing.

     Noreen Pollman,  age 51, 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 39, was named Vice President of  Entertainment of the
Company on August 1, 1994.  He has served as a  director  of the  Company  since
March 1995 and from 1987 to 1993.  Mr. Allen served as Executive  Vice President
and Chief  Marketing  Officer of the Company's  former  subsidiary  Recreational
Property  Management,  Inc. from 1986 to 1987. He also previously served as Vice
President of Telecommunications.

                                       21

<PAGE>

     John Ferrucci,  resigned effective  September 30, 1999 for personal reasons
to pursue other business opportunities.

     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, 1999 all Section 16(a) filing requirements were complied with and filed in a
timely fashion.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table

     The  following  table  sets  forth  information  concerning  the annual and
long-term  compensation earned by John J. Pilger,  Noreen Pollman, and Robert J.
Allen,  the Named Executive  Officers (as defined) for services  rendered in all
capacities to the Company for the fiscal years ended  September  30, 1999,  1998
and 1997.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                     (2)
                                                                            Other   Restricted    Securities   All Other
                                                                            Annual    Stock      Underlying
                                      Fiscal      Salary        Bonus        Comp.    Awards       Options    Compensation
Name and Principal Position (1)       Year         ($)           ($)          ($)       ($)          (#)          ($)
-------------------------------       ----         ---           ---          ---       ---          ---          ---
<S>                                   <C>       <C>           <C>             <C>      <C>        <C>         <C>
John J.  Pilger (7) ............      1999      486,396(3)    161,000(4)       -0-      -0-          -0-         -0-
 Chief Executive Officer .......      1998      464,747(5)      -0-            -0-      -0-          -0-         -0-
                                      1997      255,763(6)      -0-            -0-      -0-        195,000

Noreen  Pollman ................      1999      110,844(8)     97,500(4)(9)    -0-      -0-          -0-         -0-
 Consultant and former Executive      1998      126,233         -0-            -0-      -0-          -0-         -0-
 Vice President, Operations ....      1997      128,583        20,000          -0-      -0-         90,000       -0-

Robert J.  Allen ...............      1999      130,777        41,434(4)(10)   -0-      -0-          -0-         -0-
 Executive Vice President, .....      1998      119,412         -0-            -0-      -0-          -0-         -0-
  Entertainment ................      1997      116,583         -0-            -0-      -0-         90,000       -0-

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

1)   Under  Securities  and  Exchange  Commission  rules,  the "Named  Executive
     Officers"  include  (i) each person who served as Chief  Executive  Officer
     during fiscal 1999, (ii) each person who (a) served as an executive officer
     at September  30, 1999,  (b) was among the four most highly paid  executive
     officers of the Company, not including the Chief Executive Officer,  during

                                       22

<PAGE>

     fiscal 1999 and (c) earned total annual  salary and bonus  compensation  in
     fiscal 1999 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, 1999.

2)   The  Executives'  options were granted under the Company's  1997  Long-Term
     Incentive and Stock Option Plan. The grants were originally  implemented on
     April 3, 1997.  The reissued  grant  vested 2/3 options  prior to 1999 with
     balance vested April 7, 1999.

3)   Includes  salary  of  $237,417  of which  $11,050  was paid in  stock;  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.

4)   A one time  discretionary  bonus  was  approved  via  Board  Resolution  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; Ms. Pollman was awarded $45,000; and Mr. Allen
     was  awarded  $37,500  for their  instrumental  efforts  in  securing  this
     contract.

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

6)   Includes $12,942 in unused vacation time.

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

8)   Includes professional fees of $98,344 and Directors fees of $12,500.

9)   Includes  payment of 1997 bonus  balance  due in the amount of  $50,000,  a
     Christmas bonus of $2,500 and the discretionary bonus discussed in (4).

10)  Includes payment of a Christmas bonus of $3,934 and the discretionary bonus
     discussed in (4).
</FN>
</TABLE>

EMPLOYMENT AGREEMENTS

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

                                       23

<PAGE>

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 hostile  reorganization,  merger or consolidation which results from either
an actual or threatened election contest or actual or threatened solicitation of
proxies; or d) A complete liquidation or dissolution of the Company, or the sale
or other  disposition of all or substantially  all of the assets of the Company,
which  liquidation,  sale or dissolution  occurs as a result of either actual or
threatened  solicitation of proxies or consents by or on behalf of persons other
than  the  incumbent  Board.  The  benefits  which  inure to Mr.  Pilger  upon a
voluntary  termination under a Change of Control include:  2.99 times his annual
average salary and bonuses and all taxes,  including income taxes and any excise
tax which may be imposed.

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

     BounceBackMedia.com, Inc. entered into a two year employment agreement with
Roger Birks on January 3, 2000. Mr. Birks will serve as Chief Executive  Officer
of  BounceBackMedia.com.,  Inc. Under the  agreement,  Mr. Birks will receive an
annual base salary of $100,000.  Additionally  Mr. Birks,  upon  establishing  a
residence  in Silicon  Valley,  shall  receive a living  allowance of $2,500 per
month.   Further,   the  Company  has  granted  Mr.  Birks  and  other  managers
collectively an option to purchase an aggregate of 1 million shares of Company's
common  stock at an  exercise  price of $.17 per  share.  Mr.  Birks  will issue
options to employees of BounceBackMedia.com,  Inc. with up to 825,000 options of
the 1,000,000 options  available to Mr. Birks  personally.  Options vest and are
exercisable  based  on  BounceBackMedia.com   achieving  specific  predetermined
revenue targets.

     BounceBackMedia.com, Inc. entered into a one year employment Agreement with
Ricardo  Gonzalez on January 3, 2000 to serve as Vice President of Technology of
BounceBackMedia.com.  Mr.  Gonzalez  shall  receive  a base  salary  of  $80,000
annually. Options to purchase 50,000 of the 1.0 million shares referred to above
were  issued  to Mr.  Gonzalez.  Options  vest  and  are  exercisable  based  on
BounceBackMedia.com achieving specific revenue targets.

                                       24
<PAGE>

Other

     On October 16, 1997,  John J. Pilger  received a $150,000  payment from the
Company for services  rendered to CRC Tunisia during fiscal 1998 and $125,000 in
October 1998 for services to be rendered in Fiscal 1999.  Under a Board approved
resolution  Mr. Pilger was to receive an additional  $125,000  compensation  for
fiscal 2000, however Mr. Pilger declined this $125,000.

     For a  description  of Mr.  Pilger's  purchase  of shares for Roy  Anderson
Holding  Corp.  see Item 5.  "Market for Common  Equity and Related  Stockholder
Matters."

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of January 7, 2000, certain  information
with respect to each shareholder known to the Company to be the beneficial owner
of more  than 5% of its  Common  Stock,  each  director,  each  Named  Executive
Officer,  and all  directors  and  officers  of the  Company as a group.  Unless
otherwise  indicated,  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 and Address of Beneficial Owner                                 Beneficially Owned (1)     Outstanding
Shares
<S>                                                                    <C>                        <C>
John J. Pilger ........................                                1,964,018 (2)(11)           14.4%
Noreen Pollman .....................                                     155,000 (3)                1.2%
John W. Steiner  ....................                                    101,975 (4)                  *%
Dr. Timothy Murphy  ..............                                        41,756 (5)                  *%
Dennis Evans ........................                                     95,100 (6)                  *%
Robert J. Allen  .....................                                   170,338 (7)                1.3%
Kevin M. Kean .....................                                    1,400,944 (8)               10.8%
Roy Anderson Holding Corp.....                                         1,100,000  (9)               9.0%
All Directors and Executive Officers as a group (6 Persons)            2,528,187  (10)(12)         15.2%
<FN>
-------------------------
*Less than 1%

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

2)   Includes  235,000  Shares deemed  beneficially  owned  pursuant to options,
     which are  immediately  exercisable or which will be exercisable  within 60
     days. Of the Shares  reflected above 11,000 are owned by Mr. Pilger's wife,
     and 11,000 Shares are owned by minor children of Mr. Pilger. In addition to
     the number of shares  reflected in the table,  Mr.  Pilger holds proxies to
     vote  1,330,944  shares owned by Kevin M. Kean (see Note 8 below),  175,000
     shares owned by Richard A. Howarth,  Jr., (a former officer of the Company)
     and  1,100,000  Shares (as of January 1, 2000) held in escrow as collateral
     under the Restated Debenture  Agreement dated December 31, 1999 (see Note 9
     below). Mr. Pilger, his wife and children have the right to vote a total of
     4,569,962 outstanding shares or 35.7% of the shares outstanding.

                                       25

<PAGE>

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

4)   Includes 80,000 shares deemed beneficially owned pursuant to options, which
     are immediately exercisable.

5)   Includes 20,000 shares deemed beneficially owned pursuant to options, which
     are immediately exercisable.

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

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

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

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

10)  The stock  table does not reflect  shares of stock  owned by  Officers  who
     participated in the Company 401(k) plan which began July 1, 1997.  Matching
     contributions  of Company stock issued by the Company under the plan to its
     Officers through September 30, 1999 total 14,264 shares.

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

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

OPTION GRANTS AND EXERCISES

     The following  table sets forth  information  with respect to stock options
originally granted to the Named Executive Officers during fiscal 1999.

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                          OPTION GRANTS IN FISCAL 1999(1)

                                       NUMBER OF                 % OF TOTAL
                                      SECURITIES               OPTIONS GRANTED           EXERCISE
                                      UNDERLYING                TO EMPLOYEES              PRICE            EXPIRATION
NAME                              OPTIONS GRANTED (#)          IN FISCAL 1999           ($/SHARE)             DATE
----------------------------- ---------------------------- ------------------------ ------------------- ------------------
<S>                                   <C>                         <C>                    <C>              <C>
John J. Pilger                        195,000(1)                     N/A                   .44              4/7/2008
Noreen Pollman                         90,000(1)                     N/A                   .40              4/7/2008
Robert J. Allen                        90,000(1)                     N/A                   .40              4/7/2008

<FN>
1)   The  Executives'  options were granted under the Company's  1997  Long-Term
     Incentive  and Stock Option  Plan.  The grants were  originally  granted on
     April 3, 1997. The new options were fully vested on April 7, 1999.
</FN>
</TABLE>

     The following Table sets forth with respect to the Named Executive Officers
Information  concerning  the exercise of stock  options  during  fiscal 1999 and
unexercised  options  held as of the end of fiscal  1999.  The Company has never
granted stock appreciation rights.

<TABLE>
<CAPTION>
                                            AGGREGATED OPTION EXERCISES
                                      AND FISCAL 1999 YEAR-END OPTION VALUES

                                                              NUMBER OF SECURITIES                  VALUE OF UNEXERCISED
                          SHARES                             UNDERLYING UNEXERCISED                     IN-THE-MONEY
                        ACQUIRED ON        VALUE             OPTIONS AT 9/30/99 (#)                OPTIONS AT 9/30/99 ($)
                                                      ------------------------------------- --------------------------------------
                         EXERCISE         REALIZED
NAME                        (#)             ($)          UNEXERCISABLE       EXERCISABLE       UNEXERCISABLE       EXERCISABLE
-------------------- ------------------ ------------- -------------------- ---------------- -------------------- -----------------
<S>                       <C>             <C>               <C>             <C>                   <C>                <C>
John J. Pilger              -0-             -0-                0               235,000              -0-                -0-
Noreen Pollman              -0-             -0-                0               149,000              -0-                -0-
Robert J. Allen             -0-             -0-                0               149,000              -0-                -0-
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stock Transaction

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

Company Loans

     At September  30,  1999,  John J. Pilger was indebted to the Company in the
amount of $385,935 including  principal and interest.  Such obligations  accrued
interest at rates between 7% and 9.5% per year.  During 1999, the Board approved
a $137,479  bonus to Mr. Pilger that was applied toward these  obligations.  For
tax  purposes,  Mr.  Pilger  will  recognize  $123,979  as income.  The  Company

                                       27
<PAGE>

fulfilled its total loan obligation of $35,500 to Mr. Pilger,  paying $22,000 in
cash and apply the  balance  of $13,500  was  applied  to his  outstanding  loan
obligations.

     The Company has  advanced  $10,677  including  interest to Robert J. Allen,
which note was paid in full by Mr. Allen as of September 30, 1999.

     On December 31, 1997, the Company's  former chairman (Kevin Kean) defaulted
on repaying  $1,232,000  plus  interest due the Company.  The Company filed suit
against Mr. Kean, which resulted in a settlement agreement. Under the agreement,
220,000  shares of the Company's  common stock owned by Mr. Kean were  cancelled
along with the 150,000  collateral  shares held  (valued at the market  price of
$1.19 per share). Additionally, the Company and Mr. Kean entered into a new note
agreement.   The  new  7%  interest   bearing  note  of  $1,196,885,   including
approximately  $143,000 of previously reserved interest,  is scheduled to mature
on January 15, 2001. The note is collateralized by Mr. Kean's 5% interest in the
Company's  Pokagon  management fee. Solely at the Company's  discretion,  at any
time prior to maturity,  the Company can take the  collateral as payment in full
for the note.  Under the terms of the Loan and Settlement  Agreement,  ". . . In
the event that CRC shall sell,  assign or transfer  its  interest in the Pokagon
Project,  in  whole or in  part,  to any  other  party,  by way of  sale,  loan,
settlement,  fee or  otherwise  for  consideration  in an amount in excess of $1
million,  Kean's obligation under the Renewal Note shall be fully discharged and
satisfied and CRC shall mark the Renewal Note "Paid" and return it to Kean. . ."

Mississippi Residence and Adjacent Land

     In April  1994,  the  Company  purchased  a  residential  property in Ocean
Springs from Mr.  Pilger,  paying him $137,000 in cash.  This residence has been
leased at a below  market  rate since June 1995 to Mr.  Smith,  a  principal  of
Monarch Casinos, Inc. The Company has initiated a legal action against Mr. Smith
for default of his obligations  under agreements  between he and the Company for
nonperformance of Smith's financial contracted obligations.

     The Board of Directors authorized the Company to acquire two lots, from Mr.
Pilger,  owner of the lots, which are contiguous to the residence at 303 LaSalle
Court, Ocean Springs,  Mississippi, an asset of the Company, on August 11, 1998.
In  consideration  for  Mr.  Pilger's  transfer  of  ownership,   he  was  given
consideration  equal to the land value of $86,000,  a portion  which was paid in
cash and a portion which was applied to Mr. Pilger's loans due the Company.

Preferred Stock Conversion

     By resolution  dated  December 24, 1992, the Company agreed to purchase all
of the 300,000 then outstanding shares of its 8% Cumulative Preferred Stock from
Mr. Pilger. In consideration for the Preferred Stock, the Company issued 909,091
shares of Common  Stock using a  conversion  value for the Common Stock of $1.32
per  share.  (The  last five  trades of the  Common  Stock  recorded  on the OTC
Bulletin  Board  prior to  December  24,  1992  averaged  $1.50 per  share).  In
connection  with the  conversion,  the Company  assumed from Mr. Pilger  certain
opportunities to develop casino-related  entertainment and hotel facilities. Mr.
Pilger  also waived  rights to an  aggregate  of $240,000 in accrued  dividends.
Prior to the time of conversion,  the Company was not in either the  hospitality
or the entertainment  business. No registration rights were granted with respect
to the Common Stock issued in this transaction.

                                       28
<PAGE>

     A total of  150,000  of such  shares  of  Common  Stock  were  owned by Mr.
Howarth,  who in connection with the conversion,  transferred them to Mr. Pilger
in consideration for Mr. Pilger's  assignment of the development  opportunities,
and also to effect a  repositioning  of the stock  ownership  interests  between
Messrs.  Pilger and Howarth,  reflecting a new  allocation  of  responsibilities
between them. In consideration  therefore,  Mr. Pilger agreed to pay Mr. Howarth
$1.50 per  share,  payable  at such time as Mr.  Pilger  sells  such stock to an
unrelated third party. The agreement was amended,  effective  November 30, 1994,
to provide for the transfer by Mr.  Pilger to Mr.  Howarth of 175,000  shares of
Common  Stock and the release of Mr.  Pilger from the  obligation  to pay to Mr.
Howarth the $1.50 per share after Mr.  Pilger sells and/or  transfers 18% of his
Common Stock of the Company.  In other words, if Mr. Pilger sells 100 shares Mr.
Howarth is paid (18% x 100) or $1.50 on 18 shares. In addition, pursuant to such
agreement,  Mr.  Howarth  granted Mr. Pilger an  irrevocable  proxy to vote such
175,000  shares until such Common Stock is sold or  transferred  to an unrelated
third party by Mr. Howarth.

     All of the  share and  share  price  numbers  referred  to above  have been
adjusted to reflect a June 1993 one-for-two  reverse split of the Company's then
outstanding capital stock.

Relationship with Consultants

     The Company had agreed to pay two  consultants  to the Company who assisted
in the acquisition of certain  development  rights  (including  Kevin M. Kean, a
principal shareholder of the Company), an aggregate of 10% of any consulting fee
income (less related direct operating  costs),  received by the Company from its
agreements  relating to the Pokagon  Indians,  subject to certain  limits in the
case of Mr. Kean.  Similar fees may also be payable to Mr. Kean out of revenues,
if any, received by the Company from other Indian businesses,  including gaming.
Mr. Kean has partially  collateralized  his $1,196,885  note to the Company with
his right to 5% of such  consulting fee income.  Under the terms of the Loan and
Settlement  Agreement,  ". . . In the  event  that CRC  shall  sell,  assign  or
transfer its interest in the Pokagon Project,  in whole or in part, to any other
party, by way of sale, loan,  settlement,  fee or otherwise for consideration in
an amount in excess of $1 million,  Kean's  obligation  under the  Renewal  Note
shall be fully  discharged  and  satisfied  and CRC shall mark the Renewal  Note
"Paid" and return it to Kean.  . . ."

     The Company has executed a Consulting Agreement with Monarch Casinos,  Inc.
("Monarch") which was subsequently assigned to Mr. Smith,  requiring the Company
to (i) pay monthly fees commencing (retroactively) January 1995 at various rates
from $3,000 to $14,250 per month;  (ii) loan an  aggregate  of $250,000  (all of
which has been advanced as of September 30, 1997), which may be forgiven in part
or in whole upon the occurrence of certain events; (iii) reimburse  pre-approved
travel  expenses;  and (iv)  lease to Mr.  Smith the  Company's  Ocean  Springs,
Mississippi  residence at a below market lease rate.  The  Consulting  Agreement
extended for the duration of the Management and  Development  Agreement  between
the  Pokagon  Indians and an  affiliate  of Harrah's  Casinos,  unless  canceled
earlier based on certain  non-performance  provisions.  In addition, the Company
issued an aggregate of 100,000  registered  shares of Common Stock during fiscal
1995, which were subsequently sold. An additional 400,000 shares of Common Stock
would have been granted upon the  groundbreaking  for the first Pokagon  casino,
subject to certain  conditions,  and 1,500,000 shares of Common Stock would have
been granted upon the opening of a Pokagon casino. Monarch granted Mr. Pilger an


                                       29

<PAGE>

irrevocable  proxy  with  regard to all  shares  owned by  Monarch.  Mr.  Pilger
assigned this proxy to the Company's Board of Directors.  The Company  cancelled
Mr.  Smith's  Consulting  Agreement,  as per the terms of the  contract.  due to
certain  criterion  set out in  contract  not being met by  September  1997.  No
additional  fees were paid to Mr. Smith during  Fiscal 1998 or Fiscal 1999.  The
Company  initiated  a suit  against  Mr.  Smith in  December  1998 for breach of
contract,  default of rental  payment and for  collection of note due Company by
Mr. Smith and Monarch Casinos, Inc.

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

     The Company had a consulting  relationship with Dennis Evans, who serves on
the Board of  Directors.  Mr.  Evans acted as a marketing  consultant  to Casino
Caraibe,  and lived in Tunisia from August 1997  through  April 1999 in order to
develop and  initiate  marketing  programs  and group  junket  business  for the
benefit of Casino Caraibe. Mr. Evans received $10,000 monthly and 2,973 Tunisian
dinars ($2,527 US dollar  equivalent)  monthly  during his consulting  term. Mr.
Evans is currently employed by CRC as its Vice President of Corporate Marketing.

Indemnification of Directors and Officers

     Under Section 302A.521 of the Minnesota Statues, 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  Statues,  the  Restated  Articles  of
Incorporation  of the  Company  provide  that  directors  shall have no personal
liability to the Company or to its  shareholders  for monetary  damages  arising
from breach of the Directors'  duty of loyalty to the Company or with respect to
certain enumerated matters,  excluding payment of illegal dividends, acts not in
good faith, and acts resulting in an improper personal benefit to the director.


                                       30
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

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

2.1       Palace Casino Asset Acquisition Agreement (6)

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

3.2       Articles of Merger of the Company (11)

3.3       Bylaws of the Company, as amended (3)

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

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

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

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

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

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

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

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

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

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

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

                                       31

<PAGE>

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

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

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

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

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

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

10.8      Agreement for Purchase and Sale of Theatre dated March11, 1994, among
          the Company, CRC of Branson, Inc. and Ahab of the Ozarks, Inc.
          relating to the acquisition of the Country Tonite Theatre (2)

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

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

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

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

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

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

                                       32

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       33

<PAGE>

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

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

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

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

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

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

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

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

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

10.38     Rights of First Refusal Agreement dated as of September 23,1994,
          between the Company and Grand Casinos, Inc., with respect to the sale
          of the Grand Hinckley Inn. (2)

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

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

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

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

                                       34

<PAGE>

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

10.44     Mutual Release dated August 31, 1995, between CRC West, Inc. and Hoh
          Indian Tribe (5)

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

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

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

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

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

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

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

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

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

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

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

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

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

10.58     Non-Circumvention and Non-Disclosure Agreement dated July 26, 1996,
          between the Company and Huong "Henry" Le (6)

                                       35

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.74     Tunisia Casino License (7)

10.75     Agreement with Robert and Lawana Low (8)

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

10.77     Kevin Kean Settlement Agreement (8)

                                       36
<PAGE>

10.91     Employment Agreement (9)

10.92     Amendment to Employment Agreement (9)

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

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

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

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

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

10.98     Robert J. Allen Agreement, between the Company and Robert J. Allen,
          dated April 3, 1998 (10)

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

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

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

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

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

                                       37

<PAGE>

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

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

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

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

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

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

21.1      List of Subsidiaries of Registrant (12)

23.1      Consent of Independent Certified Public Accountants (11)

27.1      Financial Data Schedule (11)

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 June 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.

                                       38

<PAGE>

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

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

11)  Filed herewith.

12)  To be filed by amendment.

     (b)  There have been no current reports on Form 8-K filing during the three
          months ended September 30, 1999:



                                       39
<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.

                                             CASINO RESOURCE CORPORATION


January 11, 2000                             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


January 11, 2000                             /s/ John J. Pilger
                                             -----------------------------------
                                             John J. Pilger, Chief Executive
                                             Officer, President and Chairman of
                                             the Board of Directors


January 11, 2000                             /s/John J. Pilger
                                             -----------------------------------
                                             Chief Financial Officer and Chief
                                             Accounting Officer


January 11 2000                              /s/Noreen Pollman
                                             -----------------------------------
                                             Noreen Pollman, Director


January 11, 2000                             /s/Robert J. Allen
                                             -----------------------------------
                                             Robert J. Allen, Vice President of
                                             Entertainment and Director


January 11, 2000                             /s/Timothy Murphy
                                             -----------------------------------
                                             Dr. Timothy Murphy, Director


January 11, 2000                             /s/Dennis Evans
                                             -----------------------------------
                                             Dennis Evans, Director


January 11, 2000                             /s/John W. Steiner
                                             -----------------------------------
                                             John W. Steiner, Director

                                       40

<PAGE>


                  CASINO RESOURCE CORPORATION AND SUBSIDIARIES

                                                   Index to Financial Statements



       Independent Auditors' Report                                  F-2


       Consolidated Financial Statements
       Balance Sheets                                              F3-F4
       Statements of Operations                                      F-5
       Statements of Stockholders' Equity (Deficit)                  F-6
       Statements of Cash Flows                                    F7-F8
       Notes to Consolidated Financial Statements                F-9-F22






                                      F-1

<PAGE>
                          INDEPENDENT AUDITORS' REPORT




Casino Resource Corporation
    and Subsidiaries
Ocean Springs, Mississippi


We have audited the accompanying  consolidated balance sheets of Casino Resource
Corporation and  Subsidiaries as of September 30, 1999 and 1998, and the related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Casino
Resource  Corporation  and  Subsidiaries at September 30, 1999 and 1998, and the
results of their  operations  and their cash flows for the years then ended,  in
conformity with generally accepted accounting principles.




                                                     BDO SEIDMAN, LLP



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



                                      F-2
<PAGE>
Casino Resource Corporation and Subsidiaries


Consolidated Balance Sheets


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
September 30,                                                                      1999                  1998
------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
Assets:

Current Assets:
   Cash and Cash equivalents (Note 7)                                            $ 1,658,435        $ 1,123,732
   Accounts receivable - trade and other                                             272,095            316,436
   Inventory                                                                          33,834            224,466
   Prepaid expenses (Note 4)                                                         180,252            135,278
   Deferred tax asset (Note 13)                                                           --          2,000,000
   Net assets held for sale - gaming (Note 3)                                      1,471,234          2,680,729
------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                               3,615,850          6,480,641
------------------------------------------------------------------------------------------------------------------

Property and Equipment, less accumulated depreciation
and amortization (Note 6)                                                            586,638          8,478,592
------------------------------------------------------------------------------------------------------------------

Noncurrent Assets
   Cost in excess of Fair Market Value of assets acquired,
   less accumulated amortization of $269,393 in 1999 and
   $221,144 in 1998
                                                                                     454,349            502,598
   Notes and advances receivable - related parties, net of
   allowance for uncollectibles of $384,913 in 1999 and
   $239,414 in 1998 (Note 5)                                                         410,472            473,891
   Note Receivable, Palace Casino                                                         --            242,766
   Other assets - net                                                                 74,201             29,404
------------------------------------------------------------------------------------------------------------------

Total Noncurrent Assets                                                              939,022          1,248,659
------------------------------------------------------------------------------------------------------------------



                                                                                 $ 5,141,510        $16,207,892
===================================================================================================================
</TABLE>


                                      F-3
<PAGE>
Casino Resource Corporation and Subsidiaries


Consolidated Balance Sheets


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
September 30,                                                                        1999                    1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                  <C>
Liabilities and Stockholders' (Deficit) Equity

Current Liabilities
   Accounts payable                                                                $    393,519         $    607,093
   Subordinated convertible debentures (Note 10)                                        121,325                   --
   Current maturities of long-term debt (Note 11)                                       930,302              362,468
   Accrued expenses and other liabilities (Note 8)                                    1,025,315            1,163,893
------------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                             2,470,461            2,133,454
------------------------------------------------------------------------------------------------------------------------

Long-Term Liabilities
   Long-term debt, less current maturities (Note 11)                                  1,424,378            9,435,446
   Subordinated convertible debentures (Note 10)                                             --              228,326
   Deferred revenue (Note 7)                                                          2,000,000                   --
------------------------------------------------------------------------------------------------------------------------

Total Long-Term Liabilities                                                           3,424,378            9,663,772
------------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                     5,894,839           11,797,226
------------------------------------------------------------------------------------------------------------------------

Commitments and Contingencies (Notes 1, 12, and 17)

Stockholders' (Deficit) Equity (Notes 14 and 15)
   Preferred stock, 8% cumulative; $.01 par value: authorized
      5,000,000 shares; none issued
   Common stock, $.01 par value;  authorized  30,000,000 shares;
      10,431,880 and 9,489,314 shares issued and outstanding in
      1999 and 1998, respectively                                                       104,319               94,893
   Additional paid-in capital                                                        22,953,761           22,630,909
   Deficit                                                                          (23,811,409)         (18,315,136)
------------------------------------------------------------------------------------------------------------------------

Total Stockholders' (Deficit) Equity                                                   (753,329)           4,410,666
------------------------------------------------------------------------------------------------------------------------

                                                                                   $  5,141,510         $ 16,207,892
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>

Casino Resource Corporation and Subsidiaries

Consolidated Statements of Operations


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Year ended September 30,                                                                    1999                    1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                    <C>
Revenue:
   Entertainment                                                                           $  8,228,220           11,498,413
------------------------------------------------------------------------------------------------------------------------------

Cost and Expenses
   Operating costs - entertainment                                                            6,266,329           10,267,259
   General and administrative                                                                 2,771,860            3,029,925
   Interest expense-net of interest income of $160,099 and $206,195
          In 1999 and 1998, respectively                                                        614,408            1,151,644
   Loss on sale and leaseback transaction (Note 12)                                             536,351                   --
   Gain on sale of joint venture (Note 1)                                                       (78,566)                  --
   Allowance for impaired asset (Note 1)                                                         75,000            1,909,959
------------------------------------------------------------------------------------------------------------------------------

Total cost and expenses                                                                      10,185,382           16,358,787
------------------------------------------------------------------------------------------------------------------------------

Loss before minority interest                                                                (1,957,162)          (4,860,374)

Minority interest in net loss of a consolidated subsidiary                                       48,537              280,963
------------------------------------------------------------------------------------------------------------------------------

Loss from continuing operations before income tax benefit                                    (1,908,625)          (4,579,411)

Income tax (expense) benefit (Note 13)                                                       (2,000,000)           2,000,000
------------------------------------------------------------------------------------------------------------------------------

Loss from continuing operations                                                              (3,908,625)          (2,579,411)

Income from discontinued operations- gaming (Note 3)                                         (1,587,648)          (3,604,079)

Income from discontinued operations - hospitality (Note 3)                                           --              623,493

Gain on sale of discontinued operations - hospitality (Note 3)                                       --              548,175
------------------------------------------------------------------------------------------------------------------------------

Net Loss                                                                                   $ (5,496,273)        $ (5,011,822)
==============================================================================================================================

Basic and Fully Diluted Loss per Common Share
   Continuing operations                                                                   $      (0.40)        $      (0.27)
   Discontinued operations                                                                        (0.16)               (0.25)
------------------------------------------------------------------------------------------------------------------------------

Net Loss                                                                                   $      (0.56)        $      (0.52)
==============================================================================================================================

Weighted Average Number of Common Shares Outstanding                                          9,796,373            9,616,155
==============================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

Casino Resource Corporation and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     Additional
                                                                           Common Stock                Paid-in
                                                                    Shares            Amount           Capital           Deficit
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>               <C>               <C>
Balance, September 30, 1997                                        9,673,364      $     96,734      $ 22,793,110      $(13,303,314)

Repurchase and cancellation of common stock                         (184,050)           (1,841)         (166,701)               --

Other                                                                     --                --             4,500                --

Net Loss                                                                  --                --                --        (5,011,822)
------------------------------------------------------------------------------------------------------------------------------------

Balance, at September 30, 1998                                     9,489,314            94,893        22,630,909       (18,315,136)

Issuance of common stock - conversion of
   debentures and payment of accrued interest                        776,756             7,768           265,508                --

Issuance of shares in exchange for services rendered                  70,000               700            34,300                --

Stock issued to employees                                             95,810               958            23,044                --

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

Balance, at September 30, 1999                                    10,431,880      $    104,319      $ 22,953,761      $(23,811,409)
====================================================================================================================================
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>

Casino Resource Corporation and Subsidiaries

Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Year ended September 30,                                                           1999              1998
-------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Loss from continuing operations                                               $(3,908,625)      $(2,579,411)
 Adjustments to reconcile loss from continuing operations
   to net cash provided by (used in) operating activities
    Depreciation                                                                   494,930           725,700
    Amortization                                                                    48,249           586,420
    Minority interest in net loss of a consolidated subsidiary                     (48,537)         (280,963)
    Deferred tax asset                                                           2,000,000        (2,000,000)
    Gain on sale of joint venture                                                  (78,566)               --
    Loss on sale leaseback transaction                                             536,351                --
    Expenses paid through issuance of common stock                                  67,983                --
    Discount upon conversion of convertible debentures                              18,595           212,315
    Reserve for impaired asset                                                      75,000         1,909,959
    Reserve for uncollectible note receivable - Palace Casino                      156,284                --
    Gain on sale of the Hinckley Hotel                                                  --          (548,175)
    Accretion of note receivable interest                                           (7,233)          (21,693)
    Accrued interest converted to debt                                              30,000            42,688
    Changes in assets and liabilities
      Accounts receivable-trade and other                                          (36,146)           60,063
      Inventory                                                                    179,444            49,563
      Prepaid expense                                                              (93,453)          392,663
    Other assets                                                                     5,203            26,198
    Account payable                                                                (16,286)         (384,441)
    Accrued expense and other liabilities                                          (44,249)          (52,550)
    Deferred rent                                                                       --          (178,620)
    Deferred revenue                                                             2,000,000                --
=============================================================================================================
Net cash provided by (used in) operating activities                              1,378,944        (2,040,284)
-------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
    Proceeds from sale of Hinckley Hotel                                                --         2,029,241
    Purchase of property and equipment                                             (71,926)          (95,386)
    Decrease (Increase) in due from related parties                                 63,419           120,097
    Advances to Mana Springs Joint Venture                                        (150,000)               --
    Proceeds from minority interest in a consolidated subsidiary                        --           260,010
    Proceeds from note receivable                                                   93,715                --
-------------------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                          (64,792)        2,313,962
=============================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

Casino Resource Corporation and Subsidiaries


Consolidated Statements of Cash Flows (continued)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Year Ended September 30,                                                                  1999               1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
Cash Flows from Financing Activities
   Payment on long-term debt                                                          $  (401,296)      $(1,613,247)
   Repurchase of common stock                                                                  --          (168,542)
   Warrant expense                                                                             --             4,500
--------------------------------------------------------------------------------------------------------------------

Net cash used in financing activities                                                    (401,296)       (1,777,289)
--------------------------------------------------------------------------------------------------------------------

Cash Used in Discontinued Operations- Gaming                                             (378,153)       (2,689,549)

Cash Provided by Discontinued Operations - Hospitality                                         --         2,488,775
--------------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                                      534,703        (1,704,385)

Cash and Cash Equivalents, at beginning of year                                         1,123,732         2,828,117
--------------------------------------------------------------------------------------------------------------------

Cash and Cash Equivalents, at end of year                                             $ 1,658,435       $ 1,123,732
====================================================================================================================

Supplemental Disclosures of Cash Flow Information Cash paid during the year for:
      Interest                                                                        $   726,972       $ 1,282,994
      Income taxes                                                                         62,437             4,321

Supplemental Disclosures of Noncash Investing and Financing Activities
   Conversion of subordinated convertible debenture and payment                       $   273,276
     of accrued interest
   Acquisition of property and equipment through capital leases                            76,044
   Mortgage payable discharged in conjunction with sale                                 7,009,282
     leaseback transaction (Note 12)

====================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-8
<PAGE>
Casino Resource Corporation and Subsidiaries


Notes to Consolidated Financial Statements


1.        Summary of Significant Accounting Policies


          Business       Casino Resource Corporation and Subsidiaries (the
                         "Company") is primarily engaged in the entertainment
                         business. The Company operates a theater in Branson,
                         Missouri (the Country Tonite Theatre) and a production
                         company in Las Vegas, Nevada (Country Tonite
                         Enterprises).

                         Prior to 1999, the Company also owned a 60% interest in
                         a joint venture, Country Tonite Theatre, LLC, which
                         operates a production theatre in Pigeon Forge,
                         Tennessee. The Company sold its interest in this joint
                         venture for $20,000 to the 40% minority partner,
                         Burkhart Ventures, LLC, effective December 31, 1998. As
                         a result, the Company has recognized a gain on the sale
                         in the amount of $78,566 for the year ended September
                         30, 1999.

                         During 1999, the Company also operated in the gaming
                         business. The Company leased and operated a casino in
                         Tunisia through its 85% owned subsidiary (CRC of
                         Tunisie S.A.). In September 1999, plans were adopted to
                         discontinue the gaming segment. The Company has entered
                         into an agreement to sell its 85% interest in CRC of
                         Tunisia S.A. The sale is expected to close in January
                         2000. See Note 3.

                         Prior to 1998, the Company also operated in the
                         hospitality business. During 1998, this operation was
                         discontinued as described in Note 3.

          Basis of
          Presentation   The accompanying consolidated financial statements
                         include the accounts of Casino Resource Corporation and
                         its majority and wholly owned subsidiaries. All
                         significant intercompany balances and transactions have
                         been eliminated.

          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 and Cash
          Equivalents    For purposes of the consolidated statements of cash
                         flows, cash equivalents consist of short-term
                         investments having an original maturity of three months
                         or less. Carrying amounts approximate fair value
                         because of the short-term maturity of the investments.

          Concentrations
          Of Credit Risk Financial instruments that potentially subject the
                         Company to significant concentrations of credit risk
                         consist principally of cash instruments and accounts
                         receivable. The Company maintains cash and cash
                         equivalents with various financial institutions. The
                         Company provides credit in the normal course of
                         business. The Company performs ongoing credit
                         evaluations of its customers and maintains allowances
                         for potential credit losses, if necessary.

          Advertising    Advertising expenditures are generally charged to
                         operations in the year incurred and totaled $394,163 in
                         1999 and $546,807 in 1998.

          Inventory      Inventory, consisting principally of merchandise and
                         concessions, is stated at the lower of cost (first-in,
                         first-out) or market.

                                      F-9

<PAGE>
         Property
         &  Equipment    Property and equipment are stated at cost. For
                         financial reporting purposes, depreciation and
                         amortization are computed over the estimated useful
                         lives of the assets (or the lease term, if shorter) by
                         the straight-line method over the following lives:

                               Land improvements             20 - 25 years
                               Buildings                     35 - 40 years
                               Leasehold improvements         3 - 15 years
                               Office equipment               5 - 6  years
                               Other                              5  years

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

         Deferred
         Development
         Costs           Deferred development costs consist of external costs
                         incurred in the evaluation of potential ventures. The
                         costs are expensed if a determination is made to
                         abandon the project. Losses related to impairment and
                         abandonment totaled $75,000 and $1,909,959 for the
                         years ended September 30, 1999 and 1998, respectively.

         Long-Lived
         Assets          The Company assesses the realizability of its
                         long-lived assets in accordance with Statement of
                         Financial Accounting Standards ("SFAS") No. 121,
                         "Accounting for Impairments of Long-Lived Assets and
                         for Long-Lived Assets to be Disposed of."

         Taxes on
         Income          Income taxes are accounted for under the asset and
                         liability method. Deferred income taxes are recognized
                         for the tax consequences in future years of differences
                         between the tax basis of assets and liabilities and
                         their financial reporting amounts at each year end
                         based on enacted tax laws and statutory tax rates
                         applicable to the periods in which the differences are
                         expected to affect taxable earnings. Valuation
                         allowances are established when necessary to reduce
                         deferred tax assets to the amount more likely than not
                         to be realized. Income tax expense is the total of
                         taxes payable for the period and the change during the
                         period in deferred tax assets and liabilities.

         Net Loss
         Per Share       In fiscal 1998, the Company adopted the provisions of
                         Statement of Financial Accounting Standards No. 128
                         "Earning Per Share". Statement No. 128 replaces the
                         previously reported primary and fully-diluted earnings
                         per share with basic and diluted earnings per share.
                         Unlike primary earnings per share, basic earnings per
                         share excludes any dilutive effects of options and
                         convertible securities. Diluted earnings per share is
                         computed similarly to fully diluted earnings per share.

                         Basic and diluted net loss per share is computed by
                         dividing net loss by the weighted average number of
                         common shares outstanding. Outstanding common stock
                         options, warrants and shares of common stock issuable
                         upon the conversion of debt have been excluded from the
                         computation as their effect would be anti-dilutive.

         Translation of
         Foreign
         Currencies      The Company follows the translation policy as provided
                         by Statement of Financial Accounting Standards Board
                         No. 52 "Foreign Currency Translation." The functional
                         currency for its Tunisian Casino is the Tunisian dinar.
                         Accordingly, assets and liabilities are translated at
                         the exchange rate at the balance sheet date. Income and
                         expense items are translated at the average exchange
                         rate prevailing throughout the year. Gains and losses
                         from foreign currency transactions included in
                         operations are not material.

         Recent
         Accounting
         Pronouncements  In April 1998, the Accounting Standards Executive
                         Committee issued Statement of Position ("SOP") 98-5
                         "Reporting on the Costs of Start-up Activities." The
                         SOP requires all costs of start-up activities should be
                         expensed as incurred. The SOP is effective for years
                         beginning after December 15, 1998. When the Company
                         adopts this SOP, it is not expected to have a material
                         impact on the Company's financial statements.

                                      F-10
<PAGE>

                         In June 1998, the Accounting Standards Board issued
                         SFAS No. 133, "Accounting for Derivative Instruments
                         and Hedging Activities." This standard establishes
                         accounting and reporting standards for derivative
                         instruments and for hedging contracts. This standard is
                         effective for all fiscal quarters of all fiscal years
                         beginning after June 15, 2000. When the Company adopts
                         this statement, it is not expected to have a material
                         impact on the Company's financial statements or their
                         presentation.

         Reclassifi-
         cations         Certain reclassifications have been made to the
                         previously reported 1998 financial statements to
                         conform with the 1999 presentation.

2.        Entertainment Segment


          In September 1998, the Company entered into an Asset Purchase
          Agreement to sell substantially all of the assets used in connection
          with the operations of the Country Tonite Theatre and Country Tonite
          Enterprises to On Stage Entertainment, Inc. ("On Stage") for $13.8
          million. The Company also had an agreement to sell its 60% interest in
          the Country Tonite Theatre LLC Joint Venture. As a result, the
          entertainment segment was presented as discontinued operations at
          September 30, 1998. However, in April 1999, the agreement between the
          Company and On Stage was terminated. Therefore, operating results for
          the year ended September 30, 1998 have been reclassified and reported
          as "continuing operations". A gain had been anticipated on the sale of
          the entertainment segment and no impairment losses were recorded at
          September 30, 1998. As a result, there is no reversal of such amounts
          in fiscal 1999.


          Operating results and related assets and liabilities of the
          entertainment segment for the year in which it was reported as a
          discontinued operation, exclusive of corporate charges, are as
          follows:
                                                                     1998
          ---------------------------------------------------------------
          Revenues                                             $9,735,443
          ---------------------------------------------------------------
          Operating income                                     $1,521,792
          Assets                                               $9,609,652
          ---------------------------------------------------------------
          Liabilities                                          $7,225,037
          ===============================================================

3.        Discontinued Operations

          The Company has sold or plans to sell the assets related to the (a)
          hospitality segment and the (b) gaming segment.

          (a)       On June 29, 1998, the Company sold the Hinckley Hotel (The
                    Grand Hinckley Inn) for $5.4 million. Accordingly, operating
                    results have been reclassified and reported as discontinued
                    operations hospitality. Management used the sale proceeds to
                    retire the hotel debt and the note payable collateralized by
                    the stock of the subsidiary that owned the Grand Hinckley
                    Inn.

                    Operating results of the discontinued operations exclusive
                    of corporate charges are as follows:

                                                         1999            1998
                    ------------------------------------------------------------

                    Revenues                           $   --      $2,225,037
                    ============================================================

                    Net Income                         $   --      $  623,493
                    ============================================================

                    Interest on the mortgage payable charged to discontinued
                    operations totaled $186,108 for the year ended September 30,
                    1998.

                                      F-11

<PAGE>

                    The Company has adopted a formal plan to sell its 85%
                    interest in CRC of Tunisia S.A. as of September 30, 1999.
                    The Company has commenced negotiations to sell its 85%
                    interest in CRC Tunisie, S.A. to Samara, the mortgage holder
                    of the Casino Caraibe property. The discussions have not
                    been finalized and there is no assurance that the Company
                    will in fact conclude a transaction with Samara.. The
                    Company anticipates generating a gain on the sale of the
                    casino.


                    Operating results and related assets and liabilities of the
                    gaming segment for the fiscal years ended September 30, 1999
                    and 1998 are as follows:

<TABLE>
<CAPTION>

                                                                           1999              1998
          -------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>
          Revenues                                                     $ 2,526,193       $ 3,305,396
          ============================================================================================

          Net loss                                                     $(1,587,648)      $(3,604,079)
          ============================================================================================

          Currents Assets
             Cash and cash equivalents                                 $   205,165       $   389,300
             Accounts receivable                                           404,708                --
             Inventory                                                      19,881            36,431
             Prepaid Expenses                                               64,563            28,459
          -------------------------------------------------------------------------------------------

                                                                       $   694,317       $   454,190
          ============================================================================================

           Net property & equipment                                    $ 1,584,491       $ 2,697,815
          ============================================================================================

          Current Liabilities
             Accounts payable                                          $   243,036       $   125,891
             Current debt                                                   61,147            96,871
             Accrued expenses                                              503,391           248,514
          -------------------------------------------------------------------------------------------

                                                                       $   807,574       $   471,276
          -------------------------------------------------------------------------------------------

          Net assets held for sale                                     $ 1,471,234       $ 2,680,729
          ============================================================================================
</TABLE>

4.        Prepaid Expenses

          Prepaid expenses consist of the following:


          September 30,                          1999          1998
          ------------------------------------------------------------
          Insurance                           $ 98,561      $112,421
          Miscellaneous                         81,691        22,857
          ------------------------------------------------------------
                                              $180,252      $135,278
          ============================================================

                                      F-12
<PAGE>

5.        Related Parties

          Notes and advances receivable include notes and related interest due
          from officers and stockholders totaling $410,472 and $473,891 at
          September 30, 1999 and 1998, respectively, at interest rates ranging
          from 6% to 11%. The notes matured from October 1, 1999 to December 31,
          2001. Interest income from these notes was $132,520 and $136,924 in
          1999 and 1998, respectively. These notes receivable of $449,461 are
          being retired ratably over three years, which began January 1, 1999.
          Approximately $124,000 of this amount was retired during fiscal 1999.

6.        Property and Equipment

          Property and equipment consist of the following:



<TABLE>
<CAPTION>
          September 30,                              1999               1998
          --------------------------------------------------------------------
<S>                                            <C>                <C>
          Land and improvements                $     83,000       $  2,309,724
          Buildings                                 317,000          6,507,629
          Furniture, fixtures and equipment         685,483          2,757,766
          --------------------------------------------------------------------

          Less accumulated depreciation and       1,085,483         11,575,119
          amortization                             (498,845)        (3,096,527)
          --------------------------------------------------------------------

          Net property and equipment           $    586,638       $  8,478,592
          --------------------------------------------------------------------
</TABLE>


7.        Deferred Development Costs

          The Company purchased in 1995 from Monarch Casinos, Inc. the rights to
          the Pokagon Indian gaming contract. The Company, in turn, entered into
          an agreement with Harrah's Entertainment, Inc. ("Harrah's") whereby
          the Company's rights to the Pokagon contract were assigned to Harrah's
          in return for a share of Harrah's future management fee from
          operations of planned Pokagon Tribal casinos. In addition to the
          agreement, Harrah's agreed to reimburse the Company $600,000 for costs
          associated with the venture related to the Eastern Band of Cherokee
          Indians.

          On October 18, 1998, the Pokagon Band announced that it had terminated
          its development and management contract with Harrah's. Due to the
          uncertainty of the project, the Company has provided an impairment
          reserve of $1,909,959 against the deferred project cost, the $600,000
          Harrah's reimbursement and the advance to the Company's former
          chairman during fiscal 1998. The Company also initiated lawsuits
          against Harrah's and Monarch Casinos, Inc. (see Note 17).

          During fiscal 1999, the Company formed a joint venture with Lakes
          Gaming for the purpose of pursing a management and development
          agreement to develop one or more casinos on behalf of the Pokagon
          Tribe. 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 Band 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 called for the payment of an
          aggregate maximum sum of $16.1 million, which includes a $2 million
          cash down payment. The $2 million will be recorded as deferred revenue
          pending the opening of the casino in Michigan. The balance of $14.1
          million is payable as certain events unfold relative to the location
          of the Tribe's casino, the actual fact that the casino does open, that
          Lakes Gaming is the manager when the casino opens, and Lakes Gaming
          continues to manage the casino during the five year term of the
          agreement, other than a buy-out by the Tribe of the remainder of Lakes
          Gaming management term. The agreement also calls for CRC to repay the

                                      F-13

<PAGE>

          $2 million if after five years there is no casino open. Further, $2.5
          million of the $16.1 payment is due only if the Tribe builds a casino
          in Indiana and Lakes Gaming is the manager.



8.        Accrued Expenses And Other Liabilities

          Accrued expense and other liabilities consist of the following:


          September 30,                               1999            1998
          ---------------------------------------------------------------------
          Professional fees                       $  222,408      $  308,813
          Payroll and payroll taxes                  190,481         176,196
          Interest                                   250,667         207,633
          Deferred income                             64,339         120,239
          Sales tax                                   67,195          90,205
          Insurance                                   63,200          67,275
          Other                                      167,025         193,532
          ---------------------------------------------------------------------

                                                  $1,025,315      $1,163,893
          ======================================================================



9.        Credit Arrangements

          The Company has a line-of-credit arrangement with SouthTrust National
          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. At September 30, 1999, there were no
          advances under the line-of-credit.


10.       Subordinated Convertible Debentures

          In September 1997, the Company completed a placement of $800,000, 13%
          subordinated convertible debentures (with net proceeds of $707,000).
          The debentures had a one-year maturity with the ability to convert
          into shares of common stock on or before the anniversary date at a
          price equal to 83% of the then current trading price. At the issuance
          date, the Company recorded a debt discount of $206,036 with a
          corresponding credit to additional paid-in capital. The discount is
          being amortized over 90 days, which represents the required holding
          period of the debentures. On December 12, 1997, $400,000 principal
          amount of debentures plus interest was redeemed in cash. In August
          1998, $171,674 principal amount of debentures plus interest was
          redeemed in cash. During 1999, $107,000 of the principal amount of the
          debentures were converted into 311,093 common shares. The remaining
          balance of $121,325 plus interest ($164,000 cash) was settled in full
          by a cash payment of $100,000 in October 1999, resulting in an
          extraordinary gain which will be recognized in fiscal 2000.


11.       Long-Term Debt
<TABLE>
<CAPTION>
          Long-term debt consists of the following:

          September 30,                                              1999              1998
          ---------------------------------------------------- ----------------- -----------------
<S>                                                                 <C>          <C>

          Debenture, interest at 6%, $1,530,000 principal
          amount,  payable in equal monthly  installments
          of $88,651  through  November 2000. 50% of each
          installment  payment must be made in cash.  The
          remaining  balance of each  installment  may be
          paid in  either  cash or  common  stock  at the
          Company's option. (a)                                     $ 1,195,729  $      1,481,405


                                      F-14

<PAGE>

          Note payable with  interest at 10% of operating
          income,  as  defined,  of the  subsidiary  that
          operates the Tunisian casino,  due August 2022.
          The note is convertible  solely at the lender's
          discretion  into  the  Company's   subsidiary's
          common stock, subject to regulatory  approvals.
          (b)

                                                                      1,000,000         1,000,000

          Mortgage     payable,     interest     at    prime,
          collateralized   by  real   estate.   Balance   was
          settled in September 1999 in  conjunction  with the
          sale and leaseback transaction.                                     0         7,225,037

          Note payable,  interest at 9.5%, collateralized
          by real estate, payable in monthly installments
          of $1,139 through May 2000 with a final payment
          of $83,506 due in June 2000
                                                                         87,204            91,472

          Other,  interest  ranging  from 9.95% to 10.9%,
          collateralized by equipment, payable in monthly
          principal  and  interest  installments  ranging
          from $634 to $1,191 through June 2004
                                                                         71,747                 0
          ---------------------------------------------------------------------------------------
                                                                      2,354,680         9,797,914
          Less current maturities                                      (930,302)         (362,468)
          ---------------------------------------------------------------------------------------
          Total Long Term Debt                                    $   1,424,378      $  9,435,446
          =======================================================================================
</TABLE>


          Maturities of long-term debt are as follows:

          Year ending September 30,                             Amount
          ------------------------------------------------------------------
          2000                                                $  930,302
          2001                                                   324,548
          2003                                                    18,606
          2004                                                   701,745
          Thereafter                                               5,479
          ---------------------------------------------------------------

          Total                                             $  1,980,680
          ===============================================================
          The above schedule reflects the extraordinary gain on the forgiveness
          of debt (discussed below) which occurred in fiscal 2000.

          (a)       During 1999, approximately $165,000 of this debenture was
                    converted into 389,083 shares of common stock.

                    On December 31, 1999 the Company and Roy Anderson
                    Corporation agreed to amend and restate the debenture
                    agreement. The Company has granted Mr. Anderson an option to
                    purchase 300,000 shares of common stock of the Company to
                    modify the original debenture. The restated debenture
                    agreement separates the remaining balance outstanding of the
                    original debenture as of December 31, 1999 in the amount of
                    $1,028,553 into two debentures. The first debenture calls
                    for the Company to pay $342,655 along with simple interest
                    fixed at 6% per annum. This debenture is paid with in
                    monthly installments of $44,326 beginning April 2000 with
                    the last payment due November 2000. The second debenture
                    calls for the Company to pay $685,898 along with simple
                    interest fixed at 6% per

                                      F-15

<PAGE>

                    annum. This debenture is payable in one lump sum at its
                    maturity on December 31, 2002. In addition, the second
                    debenture provides for mandatory prepayments if certain
                    conditions should arise. These most notably relate to the
                    Company's completion of the sale of its discontinued
                    operations, sale or other disposition of its existing
                    business operations or assets, collection of any proceeds
                    from litigation and the collection of any payments from the
                    Lakes Gaming agreement. Currently 1,100,000 shares of
                    Company common stock are held in escrow as collateral. Upon
                    Company's satisfaction in full of all outstanding amounts
                    due under debentures the common stock shall be released to
                    Company for cancellation.

          (b)       In October 1999, the Company entered into an agreement to
                    retire this debt in consideration for a cash payment of
                    $150,000 to be paid in November 1999 and a
                    noninterest-bearing note payable in the amount of $512,500.
                    This note is payable in 18 equal monthly payments of $28,472
                    each, commencing December 1, 1999. This note will be
                    discounted to an effective interest rate of 9.5%. This
                    transaction resulted in an extraordinary gain on the
                    extinguishment of debt in the amount of $374,000 which will
                    be recognized in fiscal 2000.

12.       Lease Commitments

          The Company leases various equipment and facilities under operating
          leases from related and unrelated parties. These leases require that
          the Company pay maintenance, utilities, insurance and taxes.

          Total rent expense under operating leases included in continuing
          operations was $411,986 and $644,528 for the years ended September 30,
          1999 and 1998, respectively.

          Minimum annual rental commitments of continuing operations of
          noncancelable operating leases covering facilities and equipment at
          September 30, 1999 are approximately:

          YEAR ENDING SEPTEMBER 30,                            Amount
          -----------------------------------------------------------
          2000                                               $964,000
          2001                                                948,000
          2002                                                 74,000
          2003                                                 21,000
          2004                                                  9,000
          -----------------------------------------------------------
          Total                                            $2,016,000
          -----------------------------------------------------------

          In September 1999, the Company sold its theater in Branson, Missouri
          in exchange for the discharge of the related mortgage payable totaling
          $7,009,000. The theater is being leased back from the purchaser for an
          initial period of two years at an annual triple net rental fee of
          $840,000, as reflected in the above table. Thereafter, the Company has
          five one-year options to renew the lease at that rent plus a
          cost-of-living index increase, not to exceed 3% per annum. The
          resulting lease is being accounted for as an operating lease. A loss
          of $536,351 was incurred on this sale and has been recognized in the
          Company's statement of operations for the year ended September 30,
          1999.



13.       Taxes on Income (Benefit)

          The composition of taxes on income (benefit) is as follows:

<TABLE>
<CAPTION>
                                                                     1999            1998
          -------------------------------------------------------------------------------------
<S>                                                              <C>                <C>
          Current
            Federal                                              $     -                  -
            Utilization of net operating loss carry forward            -                  -
            Adjustment of valuation allowance                     2,000,000         (2,000,000)
          -------------------------------------------------------------------------------------
          Total taxes on income (Benefit)                        $2,000,000         (2,000,000)
          ======================================================================================
</TABLE>

                                      F-16

<PAGE>

          The Company and its subsidiaries file a consolidated federal income
          tax return.

          Deferred income taxes consist of the following:

<TABLE>
<CAPTION>
          September 30,                                            1999              1998
          -------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>
          Total deferred tax assets, relating principally
          to net operating loss carry forwards                      $5,626,000      $4,926,000

          Deferred tax liabilities
          -------------------------------------------------------------------------------------
                                                                    $5,626,000      $4,926,000
          Less valuation allowance                                  (5,626,000)     (2,926,000)
          -------------------------------------------------------------------------------------

          Total net deferred tax asset                              $        -     $ 2,000,000
          =====================================================================================
</TABLE>

          At September 30, 1998, the Company had realized a net deferred tax
          asset of $2,000,000 as it was more likely than not that this amount
          would be realized upon the expected sale of the Company's
          entertainment segment. The sale of the entertainment segment did not
          occur. As a result, due to the uncertainty of future realization, the
          Company recorded a valuation allowance for the entire deferred tax
          asset as of September 30, 1999. At September 30, 1999, the Company had
          U.S. federal net operating loss carryforwards available to offset
          future taxable income of approximately $9,000,000 which expire in
          various years through 2019.

14.       Warrants

          In connection with the 13% convertible debentures issued in September
          1997, the Company issued 25,000 warrants to the broker. The warrants
          are exercisable through September 2000 at an exercise price of 120% of
          the September 1997 closing price as defined by the agreement. The
          value assigned to these warrants increased deferred costs and was
          amortized over one year. The warrants have not been exercised.

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

15.       Options and Awards

          Certain financial consultants to the Company received options in
          December 1992 and in 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 (17,500 shares) and at
          $.75 per share (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 each (as to
          25,000 shares) and $6.80 each (as to 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 stock incentive plans, both of which are active.
          In July 1993, the Company adopted a stock option plan (the "1993
          Plan") which was amended in 1995, and in April 1997, the Company's
          stockholders approved a separate stock option plan (the "1997 Plan").
          Both plans provide for the issuance of incentive stock options at a
          purchase price approximating the fair market value of the Company's
          common shares at the date of the grant (or 110% of such fair market
          value in the case of substantial stockholders). The 1993 and 1997
          Plans also authorize the Company to grant nonqualified options, stock
          appreciation rights, restricted stock and deferred stock awards. A
          total of 1,000,000 shares of the Company's common stock has been
          reserved pursuant to the 1993 and 1997 Plans. As of September 30,
          1999, there were 392,300 options with respect to shares of common

                                      F-17

<PAGE>

          stock outstanding under the 1993 Plan and there were options with
          respect to 0 shares available for grant under such plan; there were
          546,333 options with respect to shares of common stock outstanding
          under the 1997 Plan and there were options with respect to 22,367
          shares available for grant under such plan.

          The following table summaries the options granted, exercised and
          outstanding under the plans.

<TABLE>
<CAPTION>
                                                                                        Weighted
                                                                          Exercise       Average
                                                                            Price       Exercise
                                                              Shares      Per Share       Price
          -----------------------------------------------------------------------------------------
<S>                                                          <C>       <C>                <C>
          Outstanding, September 30, 1997                      896,800   $1.34 - 3.75        $1.71
          Granted                                              420,000   $0.94 - 3.75         1.00
          Exercised                                           (10,000)           3.31         3.31
          Canceled and expired                                (432,667)    $1.34-3.13         1.45
          -----------------------------------------------------------------------------------------
          Outstanding September 30, 1998                       874,133     $0.94-3.75        $1.48
          Granted                                              558,000      $.31-0.63          .41
          Exercised                                                  -              -            -
          Canceled and expired                               (493,500)     $1.38-3.75        $1.92
          -----------------------------------------------------------------------------------------
          Outstanding September 30, 1999                       938,633    $.0.94-3.75        $1.11
          =========================================================================================
          Options exercisable at September 30, 1999            911,133      $.31-3.13        $1.13
          -----------------------------------------------------------------------------------------
          =========================================================================================
          Options available for future grant                    22,367
          =========================================================================================
</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.

          The weighted-average, grant-date fair value of stock options granted
          to employees during the year, and the weighted-average significant
          assumptions used to determine those fair values, using a modified
          Black-Sholes option pricing model, and the pro forma effect on
          earnings of the fair value accounting for stock options under
          Statement of Financial Accounting Standards No. 123, are as follows:

<TABLE>
<CAPTION>
                                                                              1999           1998
          --------------------------------------------------------- --------------- --------------
<S>                                                                         <C>             <C>
          Weighted-average fair value per options granted                   $ 0.28          $0.68
          Significant assumptions (weighted-average)
             Risk-free interest rate at grant date                           5.24%          5.55%
             Expected stock price volatility                                  0.86           0.56
             Expected dividend payout                                            -              -
             Expected option life (years) (a)                                  8.8           10.0
          Loss from continuing operations
             As reported                                               $(3,908,625)   $(2,579,411)
             Pro forma                                                  (4,065,785)    (2,864,461)
          Loss from continuing operations per share
             As reported                                                 $   (0.40)        $(0.27)
             Pro forma                                                       (0.42)         (0.30)

                                      F-18

<PAGE>
<FN>


          (a)       The expected option life considers historical option
                    exercise patterns and future changes to those exercise
                    patterns anticipated at the date of grant.
</FN>
</TABLE>

          The following table summarizes information about stock options
          outstanding at September 30, 1999 under the plans:


<TABLE>
<CAPTION>
                                              Options Outstanding                            Options Exercisable

                                                                    Weighted-
                                                                     Average       Weighted-                    Weighted-
                                    Range of          Number        Remaining       Average        Number        Average
                                    Exercise       Outstanding     Contractual      Exercise     Exercisable     Exercise
                                     Prices         at 9/30/99         Life          Price       at 9/30/99       Price
                                --------------------------------------------------------------------------------------------
<S>                                  <C>               <C>          <C>               <C>           <C>            <C>
                                     $0.31-0.620         475,000      8.53 Years        $ 0.42        447,500        $ 0.41
                                       1.00-1.94         312,333      5.96 Years          1.64        312,333          1.64
                                      2.00-2.375         127,000      4.74 Years          2.03        127,000          2.03
                                       3.13-3.75          24,300      3.95 Years          3.13         24,300          3.13
                                --------------------------------------------------------------------------------------------
                                                         938,633      7.05 Years         $1.11        911,133         $1.13
                                ============================================================================================
</TABLE>



16.       Defined Contribution Plan

          Effective July 1, 1997, the Company adopted a defined contribution
          401(k) plan (the "Plan") covering substantially all of its U.S.
          employees. Eligible employees may contribute up to 15% of
          compensation, as defined in the Plan. The Company has an optional
          matching program (approved annually by the Board of Directors) where
          the Company matches a percentage of the employee's contribution
          (currently 50% of the first 6% of contribution). In May 1999, the
          Company elected to discontinue this matching program. Company-matched
          contributions vest in full after seven years of an employee's credited
          service to the Company. The Company also has an option to make
          additional profit sharing plan contributions (none in fiscal 1997).
          Defined contribution expense totaled $14,168 and $44,120 in 1999 and
          1998, respectively.


17.       Commitments and Contingencies

          (a) In 1995, a suit was brought against the Company in United States
          District Court of New Jersey, which venue was later transferred to
          United States District Court for Southern Mississippi. Plaintiff (Gelb
          Productions, Inc, a New Jersey corporation) asserts it had a contract
          with the Company to provide eight professional boxing events at the
          Company's former Biloxi Star Theatre. The complaint was thereafter
          amended by plaintiff to reflect additional allegations that defendant
          tortuously harmed plaintiff's business reputation and maliciously
          interfered with existing and prospective economic relationships.
          Settlement was reached with Gelb in December 1997 for $100,000, plus
          attorney fees and expenses. All claims were dismissed with prejudice
          in November 1998.

          (b) James Barnes and Prudence Barnes, two former officers of a
          subsidiary of the Company, have brought suit in State District Court,
          Clark County, Nevada, against the Company in connection with their
          employment termination in June 1995. The Barnes have alleged the
          Company breached their contracts. No specific amount of damages has
          been claimed; however, the plaintiffs have informally indicated that
          they would entertain a settlement offer of between $250,000 and
          $350,000. The Company intends to vigorously defend itself in this
          matter. The trial is scheduled for January 2000.

                                      F-19
<PAGE>

          (c) On December 31, 1997, the Company's former chairman, Kevin Kean,
          defaulted on repaying the $1,232,000 principal of notes receivable due
          the Company. The Company held 150,000 shares of the Company's stock as
          collateral. On January 15, 1998, the Company signed a subsequent
          agreement with Mr. Kean. Under this agreement, 220,000 additional
          shares of the Company's stock owned by Mr. Kean were canceled along
          with the 150,000 collateral shares held (valued at the market price of
          $1.19 per share). Additionally, the Company and Mr. Kean entered into
          a new note agreement. The new 7% note 7% interest bearing note of
          $1,196,885, including approximately $143,000 of previously reserved
          interest is scheduled to mature on January 15, 2001. The note is
          collateralized by the individual's 5% interest in the Company's
          Pokagon management fee. Solely at the Company's discretion, at any
          time prior to maturity, the Company can take the collateral as payment
          in full for the note. Generally accepted accounting principles do not
          permit the recording of contingent assets until realized and as Mr.
          Kean's ability to pay the note is not known, the Company at September
          30, 1998 provided an impairment reserve for the $791,900 which
          represents the notes remaining principal balance after stock
          cancellations. Under the terms of the Loan and Settlement Agreement,
          ". . .In the event that CRC shall sell, assign or transfer its
          interest in the Pokagon Project, in whole or in part, to any other
          party, by way of sale, loan, settlement, fee, or otherwise for
          consideration in an amount in excess of $1 million, Kean's obligation
          under the Renewal Note shall be fully discharged and satisfied and CRC
          shall mark the Renewal Note "Paid" and return it to Kean . . ."

          (d) The Company initiated a civil suit against Harrah's on September
          4, 1998, in Federal District court for the District of Minnesota. The
          Company alleges that Harrah's breached the Technical Assistance and
          Consulting Agreement and tortuously interfered with the Company's
          contractual and prospective economic advantage associated with the
          Pokagon Band of Potawatomi Indians' Management Agreement. The suit
          further alleges that Harrah's withheld vital business information from
          the Company. Harrah's has filed a motion to dismiss based on denial
          that Harrah's is a property party to the lawsuit and that the
          Technical Assistance and Consulting Agreements do not create a
          partnership or Joint Venture relationship with the Company. The
          Company filed its response to Harrah's Motion for Summary Judgment in
          late December 1998. The Federal Minnesota District Court granted
          Harrah's Motion for Dismissal for Summary Judgment and the Company's
          complaint was dismissed with prejudice on May 24, 1999. The Company
          filed an appeal in the Eight Circuit US Court of Appeals on September
          16, 1999. The Company asserts that it has the right to resolve the
          dispute with Harrah's in some forum and the trial court erred by
          dismissing the Company's Complaint without granting the Company leave
          to file an Amended Complaint which included a claim for an accounting
          and damages under the Uniform Partnership Act. The Company plans to
          vigorously pursue its claims and seeks a judgement against Harrah's
          plus interest and legal fees.

          (e) The Company initiated a civil suit against Willard Smith and
          Monarch Casino, Inc., ("Monarch") on December 19, 1998, in the Circuit
          Court of Jackson, Mississippi. The Company alleges that Mr. Smith and
          Monarch Casinos, Inc. have breached the terms of the Memorandum of
          Understanding, Amendment and Modification Agreement, and Consulting
          Agreement by failing to provide the services required under the terms
          of the agreements, breaching their obligations of good faith to the
          Company, and by attempting to secure the termination of the Company's
          interest in the Pokagon project. The suit further alleges Mr. Smith
          has defaulted on his obligations to pay rent and maintain the up-keep
          of the Company residential property located at 303

                                      F-20

<PAGE>

          LaSalle Street, Ocean Springs, Mississippi and defaulted on the
          repayment of loans from the Company in excess of $300,000. The Company
          seeks a judgment of and against Monarch Casino, Inc. and Willard
          Smith; plus interest and attorneys fees for notes due and material
          breach of agreements; removal of Mr. Smith from the rental property
          and punitive damages. Mr. Willard Smith filed a counter claim on
          February 16, 1999, alleging breach of contract; breach of duty of fail
          dealing; tortuous interference with prospective business advantage;
          specific performance of contract to purchase real property and fraud.
          The Company plans to vigorously defend itself in this counterclaim and
          is asking the court of dismiss the matter.

          (f) Norm D. Holm, and N.D.H., Inc., ("NDH") Norm D. Holm, and N.D. H.
          Inc., ("NDH"), a Minnesota Corporation, brought suit in the Tenth
          Judicial District Court, country of Sherburne, Minnesota, against the
          Company on August 11, 1998. The Company was notified of litigation and
          responded on September 24, 1998. However, as the Company had no
          information on this matter, the Company was granted a postponement
          until February 1999. NHD alleges that the Company entered into an
          indemnification and hold harmless agreement to indemnify and hold NDH
          harmless from loss of claims, etc., incurred as a result of services
          provided to real property known as "Pintail Woods", which claim
          purportedly totals $158,000. These claims were brought before the
          American Arbitration Association ("AAA") in December 1992, who ruled
          that the arbitration was not appropriate at that time. On July 7,
          1998, the Tenth Judicial District Court, county of Sherburne,
          Minnesota, ordered this matter be submitted to arbitration. The
          Company plans to vigorously defend itself in this matter and is asking
          the court to dismiss based on a statue of limitations defense as the
          event took place over eight years ago.

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

18.       Subsequent Events

          (a) In January 2000, the Company acquired all of the assets of
          RawData, Inc. in exchange for cash of $85,000, a note payable in the
          amount of $65,000 and an option to purchase 1,000,000 shares of the
          Company's common stock, at an exercise price of $0.17 per share. The
          option becomes exercisable if BounceBackMedia.com, Inc. reaches
          certain revenue targets. RawData Inc, is a one-year old company
          involved in the development, sales and distribution of e-commerce
          business solutions geared toward direct advertising of mini-CDs used
          by consumers and businesses.

                                      F-21


<PAGE>

          (b) In January 2000, the Company decided to change its strategy by
          shifting all of its operations into the e-commerce industry. As a
          result, the Company will be offering for sale its entertainment
          segment. The entertainment segment will be reflected as discontinued
          operations beginning with first quarter of fiscal 2000.

          (c) In January 2000, BounceBackTechnologies.com, Inc., a Delaware
          corporation which was a wholly-owned subsidiary of the Company, merged
          with and into the Company. In connection with the merger, the Company
          changed its name to BounceBackTechnologies.com, Inc. to depict more
          appropriately the Company's new business strategy.




                                      F-22