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, 2002

                                       OR

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

                         Commission file number 0-22242

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

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

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

                    Issuer's telephone number (228) 872-5558
                                              ---------------

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

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

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

         Revenues for the fiscal year ended September 30, 2002 were $2,296,780.

     As  of  December  16,  2002,   11,416,507   shares  of  Common  Stock  were
outstanding, and the aggregate market value of such Common Stock (based upon the
last reported sale price on December 16, 2002 the OTCBB),  excluding outstanding
shares beneficially owned by affiliates, was approximately $844,430

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




<PAGE>


                                     PART I
       ------------------------------------------------------------------


ITEM 1.  BUSINESS

The Company

     BounceBackTechnologies.com, Inc. (the "Company") is a Minnesota corporation
organized in 1969.  The  Company's  ticker symbol for its Common Stock is "BBTC"
and the Common Stock is traded on the NASD OTCBB.

     Prior to January 4, 2000, the Corporation  conducted its business under the
name of  Casino  Resource  Corporation.  The  name  change  was to  reflect  the
Company's  intent to focus on  marketing,  sales and  business  solutions to the
Internet and e-commerce  industries.  The Company  acquired all of the assets of
Raw Data Inc., a privately  owned  California  company.  Upon the acquisition on
December 31, 1999, the Company changed the name of its new 80%-owned  subsidiary
to  BounceBackMedia.com,  Inc.  (BBM).  As  BBM  has  been  unable  to  generate
sufficient  revenue  to offset  its fixed and  variable  expenses,  the  Company
announced in August 2002 its intent to liquidate BBM's business operation.

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

     The  Company  was also  previously  in the  hospitality  and  entertainment
industries.  In March 1994, the Company purchased CRC of Branson, a wholly owned
subsidiary, doing business as the "Country Tonite Theatre" in Branson, Missouri,
which was sold to On Stage  Entertainment  ("On Stage") on January 31, 2001.  In
March 1997,  another venue for CTE, Inc., a wholly owned Nevada subsidiary which
produced the Country  Tonite  Show,  which  opened in Pigeon  Forge,  Tennessee.
Country  Tonite  Theatre,  LLC,  was a joint  venture  between  the  Company and
Burkhart  Ventures,  LLC. On December 31, 1998, the Company sold its interest in
Country Tonite Theatre, LLC to its minority partner, Burkhart Ventures, LLC. The
Company's  Country Tonite show continued to perform under contract in the Pigeon
Forge  Theatre until April 20, 2000,  when the Company  granted  Country  Tonite
Theatre, LLC a license to perform the show for $1.3 million for a 40-year term.

     The Company has no current  sources of revenue.  Its technology  subsidiary
has essentially ceased all operations.  Its foreign subsidiary, CRC Tunisia, had
negative working capital of ($1,372,405).  Accordingly,  the Company anticipates
no revenues until and unless Lakes Gaming, Inc. (NASDAQ:  LACO) ("Lakes Gaming")
opens the Pokagon Michigan Casino.

         Casino Caraibe (Tunisia, North Africa)

     Casino Caraibe is leased  pursuant to a revised lease  agreement (with two,
three-year  renewal  options)  dated  June 6, 2000 with  Samara  Casino  Company
("Samara").  The revised lease  agreement  provides for an adjusted  annual base
rent of 480,000 dinars, which is approximately US $356,083 based on the exchange
rate on December 9, 2002, plus value added taxes. In addition, a scaled variable
rental fee is incurred when gross gaming revenues exceed 125,000 dinars monthly.
The Company also pays rent on the Casino  Caraibe  Theatre at the rate of 10% of
theatre  revenue  with a  minimum  payment  due of one  dinar  (currently  worth
approximately  US $.74,  based on the  exchange  rate on  December  9, 2002) per
paying customer.  Casino Caraibe is a freestanding building, which is located on
a triangular piece of property in front of the 425-room Hotel Samara. The casino
site is located on the main street of Sousse in the heart of the tourist  center
and directly off the beach.  The site is  approximately  1.5 acres in size.  The
casino was the first of its kind in the city of Sousse.

     The  Republic of Tunisia is a small  country in the most  northern  part of
North Africa and is bordered on the north and east by the Mediterranean  Sea, on
the  southeast by Libya,  and on the west by Algeria.  Tunisia is a  destination
resort area  frequented by Europeans.  Casinos are a recent  attraction  for the
tourist trade in Tunisia.  However,  given Tunisia's  geopolitical  climate, the
Company can give no assurances the casino will generate  sufficient  revenues in
the future to maintain its operation in Tunisia.

                                       2
<PAGE>


Regulation and Licensing of Gaming Activity

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

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

Employees

     At September 30, 2002, the Company had 4 employees at its  headquarters  in
Ocean Springs,  Mississippi.  CRC of Tunisia  maintains 100 employees in Sousse,
Tunisia.

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

ITEM 2. PROPERTIES

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

     The Company  leased space in Fresno,  California for BBM at a cost of $2500
per month, which was terminated December 31, 2001.

     The Company renewed its lease for executive  office space in Ocean Springs,
MS for a 5-year term this May 2002. Per the terms of the lease, the Company, for
the first twelve months may pay $5500 in cash monthly or $2000 in cash and $3500
in stock at a fixed  value of  $.033/share  or 10,606  shares of Company  common
stock.  The balance of the 5-year  term,  the Company  will pay $66,000 cash per
year.

     Casino Caraibe is leased  pursuant to a revised lease  agreement (with two,
three-year renewal options) dated June 6, 2000. (See ITEM 3: Legal Proceedings)

     The Company  conveyed,  per the terms of a  settlement  agreement,  by quit
claim deed, its property located at 303 LaSalle Street and lots 5 and 6 Seapoint
in Ocean Springs,  MS. As part of the  transaction,  Willard Smith satisfied the
underlying  mortgage  held on 303 LaSalle  Street by the  Company  (see Item 3 -
Legal Proceedings).

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

     The Company carries insurance on its properties, which it believes adequate
for its business purpose.

ITEM 3. LEGAL PROCEEDINGS

         The Company initiated a civil suit against Harrah's on September 4,
1998 in United States District Court for District of Minnesota. The Company
alleges that Harrah's breached various agreements with the Company and
tortuously

                                       3
<PAGE>

interfered with the Company's  contractual and  prospective  economic  advantage
associated with the Pokagon Band of Potawatomi  Indians'  gaming  opportunities.
The suit further alleges that Harrah's withheld vital business  information from
the  Company.  The trial  court  dismissed  the case on May 24, 1999 for lack of
jurisdiction  stating  that the  Company's  claims were  preempted by the Indian
Gaming  Regulatory Act.  Accordingly,  the court held that the Company's  claims
could not be heard in Federal Court.  The Company asserted that it had the right
to resolve the dispute with  Harrah's in some forum and the trial court erred by
dismissing the Company's complaint without granting the Company leave to file an
amended  complaint  which would  include a claim for an  accounting  and damages
under the Uniform  Partnership  Act. The Eighth  Circuit  U.S.  Court of Appeals
filed its decision  March 13, 2001,  agreeing  with the Company that the Federal
District Court of Minnesota erred dismissing the Company's suit against Harrah's
and the suit  against  Harrah's was  remanded to the Federal  District  Court of
Minnesota for further  proceedings.  On May 16, 2001, the U.S. District Court of
Minnesota  set a retrial  scheduling  order,  which allows the  Company's  legal
representatives  to  initiate  discovery.  On October 3, 2001  Harrah's  filed a
motion to dismiss with the US District Court District of Minnesota claiming that
the contract between Harrah's and the Company by its terms precludes the Company
from asserting a claim and further that the Company's claims are speculative. On
March 22,  2002,  the United  States  District  Court,  District  of  Minnesota,
rejected  all but one of the  motions  made by  Harrah's  (NYSE-HET)  to dismiss
various  counts  in the  complaint.  The  complaint  concerns  the 1995 and 1996
agreements between the Company and Harrah's to jointly develop and manage gaming
facilities  for the Pokagon band of Potawatomi  Indians in Michigan and Indiana.
The Court left standing the Company's  claims for breach of contract,  breach of
fiduciary duty and accounting  under  partnership law and claims against certain
officers  of  Harrah's  for  aiding  and  abetting  the  alleged   inappropriate
activities by Harrah's.  The court  dismissed  the Company's  claim for tortuous
interference with contract.  The court specifically found that "the relationship
between the Company and Harrah's  constitutes a partnership  or joint  venture."
After  completing  discovery in the case, the Company and Harrah's filed motions
for summary  judgment,  which  motions  were heard on  November  27, 2002 by the
Court. Based upon comments made by the Court at the hearing, the Company expects
the Court to deny both  sides  motions  and set the case for  trial  during  the
Spring of 2003.

     The  Company  initiated  a civil suit  against  Willard  Smith and  Monarch
Casinos,  Inc. on December  19,  1998 in the  Circuit  Court of Jackson  County,
Mississippi.  The  Company  alleged  that Mr.  Smith and Monarch  Casinos,  Inc.
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 alleged 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.

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

     On August 12, 2002 the Company and Mr.  Smith and Monarch  entered  into an
agreement to settle all  litigation  initiated by the Company  against Mr. Smith
and  Monarch,  as well as all  counter-claims  initiated  by Smith  and  Monarch
against the Company and its CEO,  John Pilger.  Per the terms of the  Settlement
Agreement,  the  Company  assigned  to  Smith  and  Monarch  $1  Million  of the
prospective  proceeds  due the  company  from Lakes  Gaming per the terms of the
Conditional  Release and Termination  Agreement (see Note 14 - Advance Deposit).
Per the terms of the  Settlement  Agreement,  Smith and  Monarch  shall  receive
$200,000 per year,  paid quarterly in the arrears,  over the five-year term. The
Company  also  agreed to  assign $1  Million  to Smith  and  Monarch  of any D&O
insurance  proceeds that may be due the Company as settlement  fees arising from
this litigation  against John Pilger,  in his capacity as the Company's CEO. The
Company,  per the terms of the Settlement  Agreement,  conveyed to Smith by Quit
Claim  Deed the  property  located  at 303  LaSalle  Court,  and lots 5 and 6 in
Seapoint  Subdivision,  Ocean  Springs,  MS.  Mr.  Smith  satisfied  in full the
underlying  mortgage held by the Company on the residence at 303 LaSalle,  Ocean
Springs, Mississippi.

                                       4
<PAGE>


     In turn, Smith/Monarch and its representatives released the Company and its
agents from any claims they may have now or in the future  relating to any prior
business  transactions between the parties. Per the terms of this agreement,  if
the Company does not recover any money under the events described  above,  Smith
and Monarch agreed that the Company will have no further liability to them.

     On May  13,  2001,  Roger  Birks,  the  former  CEO of  BBM,  an  80%-owned
subsidiary of the Company,  commenced an action in Clark County  District Court,
Nevada, against BBM, a Nevada company, and John J. Pilger,  President of BBM and
CEO of the Company,  alleging:  breach of BBM Purchase  Agreement by the Company
for  failure  to use its best  efforts  to  capitalize  BBM;  breach  of  Birks'
Employment Agreement;  and lastly,  alleging that the Company and its alter ego,
John Pilger, made false  representations to Plaintiff which Plaintiff acted upon
with respect to the BBM Purchase Agreement and Plaintiff's Employment Agreement.
Plaintiff seeks compensatory and punitive damages and has not claimed a specific
amount of damages,  but claims such damages exceed  $40,000.  The Plaintiff also
seeks  reimbursement  of attorney  fees.  The Company and its CEO,  John Pilger,
denies the allegations and have filed  counterclaims  against Mr. Birks alleging
that Birks has willfully  caused these legal  proceedings to coerce a settlement
and Mr. Birks is guilty of abuse of process.  Mr. Pilger  further  alleges Birks
has acted in bad faith with malice; and is entitled to an award for punitive and
exemplary  damages in excess of $10,000.  A trial date has been  continued  from
December 9, 2002 to April 11,  2003.  In advance of trial,  the Company  will be
requesting the court move for  imposition of sanctions,  including the dismissal
of  Birks'  complaint,  because  of Birks'  failure  to  comply  with  discovery
requirements.

     CRC of Tunisia,  S.A., the 85%-owned  subsidiary of the Company,  initiated
arbitration  proceedings  against the casino lessor,  Samara Casino Inc. and the
Mahdoui  family.  The  Company's  position is that the lessor took  unauthorized
advances totaling $227,229, duplicated rent payments of $210,294 and to date has
been unwilling to treat these  advances as prepaid rent. A three-panel  Tunisian
arbitration hearing began April 2002. The arbitration panel is empowered to take
appropriate steps to settle the dispute between the parties.

     On June 21, 2001,  the Company  received  notice of an assessment  from the
Tunisian  Department of Finance for an amount totaling 4.6 million dinars ($3.43
million U.S.  equivalent,  based on exchange rate on December 15, 2002). This is
related to unpaid gaming tax, a slot tax assessment,  and an adjusted income tax
assessment.  The Company has retained  the services of a Tunisian tax  attorney,
who is in the process of appealing this assessment.  Based on the tax attorney's
review,  approximately $3.1 million dinars ($2.31 million U.S. equivalent, based
on exchange  rate on December 15, 2002) of this  assessment  relates to Tunisian
statutory regulations, which require businesses to maintain original transaction
documents for Tunisian tax purposes.  Samara  confiscated the majority of Casino
Caraibe's  financial  operating and reporting  records in December  2000,  which
records tracked both loans from the Company to its 85%-owned subsidiary,  CRC of
Tunisia as well as purchases  made by the Company of  equipment,  furniture  and
fixtures for the sole benefit of CRC of Tunisia,  beginning in 1997.  Thus,  our
tax attorney has recommended CRC of Tunisia operation reserve 1.5 million dinars
($1.11 million U.S. equivalent,  based on exchange rate on December 15, 2002) to
satisfy this  assessment.  $1,572,155  has been accrued for Tunisian slot taxes.
Based on the advice of former  counsel,  the Company's  position was that it was
not subject to a tax on slot revenue under Tunisian gaming law.

     On December 11, 2001 the Company issued a press release and a Form 8-K with
respect to a civil  complaint  "Kevin M. Kean pltf vs.  John J.  Pilger;  et al,
including  BounceBackTechnologies.com  dfts",  filed by Kevin M Kean in  Jackson
County,  Mississippi Circuit Court,  against the Company and each of the members
of its Board of Directors  on November 21, 2001.  The Company and members of the
Board  petitioned  Jackson  County  Circuit Court for a summary  judgment of all
allegations  filed by Kean,  which  motion  came before the court on October 11,
2002. On October 28, 2002, the Court granted BounceBackTechnologies.com,Inc. and
members of the Board a Motion for Summary  Judgment,  which dismissed all of Mr.
Kean's claims against each of the defendants. Additionally, the Company received
on November 28, 2001 from Kevin M. Kean, a shareholder,  a notice of demand that
the Board of Directors of the Company  initiate actions to rectify alleged wrong
doing committed by certain officers and directors of the Company.  The Company's
qualified  independent  special  investigator  began to review  these claims and
allegations June 2002.

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

         There were no matters submitted to a vote of security holders during
the fiscal year ended September 30, 2002.

                                       5
<PAGE>


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


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     The Common  Stock is traded on the NASD  OTCBB.  The  following  table sets
forth,  for the fiscal periods  indicated,  the high and low sales prices of the
Common Stock as reported by NASD OTCBB for the fiscal years ended  September 30,
2002 and 2001, respectively.

<TABLE>
<CAPTION>

                                        High                  Low
                                        ----                  ---
<S>                                         <C>                  <C>
FISCAL 2002

              First Quarter                 $ 0.20               $ 0.06
              Second Quarter                $ 0.25               $ 0.08
              Third Quarter                 $ 0.35               $ 0.12
              Fourth Quarter                $ 0.27               $ 0.09

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

</TABLE>


Holders

     On  December  6, 2002 there were  approximately  305 record  holders of the
Common Stock.


Dividends

     No dividends  have been  declared or paid since  September  30,  2000.  The
Company does not  contemplate  declaring or paying a dividend in the foreseeable
near future.


Equity Compensation Plan

     The Company, through a unanimous board of director's resolution,  cancelled
and reissued  178,000  options under the  shareholder  approved  employee  stock
option  plans at  significantly  higher  than fair market  value.  Additionally,
89,000  options were granted  officers and  directors  under these plans at fair
market value, with vesting one year from grant date. No executives exercised any
options in 2002.

                                       6
<PAGE>


Recent Sale of Unregistered Securities

     The Company  entered a revised  5-year  lease  agreement in May 2002 on its
executive office space located at 707 Bienville Boulevard in Ocean Springs,  MS.
Per the terms of the lease agreement,  the Company, at its option, may pay $5500
monthly  or $2000  cash and  $3500 in stock at a leased  value of  .33/share  or
10,606 shares of stock  monthly.  The Company issued to the lessor 31,818 shares
of Company stock as partial payment for months May, June and July. Additionally,
the Company  issued  31,818 shares of Company stock to the lessor on November 7,
2002 as partial payment for the months of August,  September and October.  These
shares have been issued in reliance upon the exemption for private  transactions
under Section 4(2).

<TABLE>
<CAPTION>

       ------------------------------ ---------------------------- ---------------------------- ----------------------------
                                                  (a)                           (b)                           (c)
       ------------------------------ ---------------------------- ---------------------------- ----------------------------
                                      Number of securities to be    Weighted average exercise      Number of securities
                                        issued upon exercise of       price of outstanding        remaining available for
       Plan Category                     outstanding options,         options, warrants and        future issuance under
                                          warrants and rights                rights              equity compensation plans
                                                                                                   (excluding securities
                                                                                                 reflected in column (a))
       ------------------------------ ---------------------------- ---------------------------- ----------------------------
<S>                                             <C>                            <C>                          <C>
       Equity compensation plans                960,833                        .67                          167
       approved by security holders
       ------------------------------ ---------------------------- ---------------------------- ----------------------------
       Equity compensation plans
       not approved by security                 213,000                       1.87                            0
       holders
       ------------------------------ ---------------------------- ---------------------------- ----------------------------
                  *Total                      1,173,833                        .89                          167
       ------------------------------ ---------------------------- ---------------------------- ----------------------------
</TABLE>


*The Company is in the process of obtaining $500,000 bridge financing from a
private lender this December 2002 - January 2003. As part of this proposed
transaction, the Company will grant the private lender 150,000 options at an
exercise price of $.10 per share, exercisable for five years.

                                       7

<PAGE>


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

Results of Operations

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

CONTINUING OPERATIONS

     The Company's revenues from continuing operations were $2,296,780 during
the fiscal year ended September 30, 2002. See "Liquidity and Capital Resources".

BOUNCEBACKMEDIA.COM, INC.

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

     Revenue for fiscal 2002 was $33,718 compared to $273,581 for the same
period ending September 30, 2001. Operating expenses, including cost of goods
sold, wages, marketing, promotional expense and office expenses were $210,734
for 2002 compared to $714,956 for fiscal 2001. Net operating loss for Fiscal
2002 was ($190,767) compared to ($441,944) for Fiscal 2001, respectively. In
January 2002, the Company contracted SG Partnership to operate BBM and reduce
BBM's overhead and cost of sales expense. The parties mutually agreed to
terminate their agreement this August 2002. Due to BBM's poor revenue
performance, the Company recognized a loss of $70,167 in reducing the carrying
value of BBM's assets to their estimated net realizable value this June 2002.

     BBM has been unable to maintain a revenue stream or to generate revenues
sufficient to offset its fixed and variable expenses. The Company has begun to
liquidate BBM's business operation.

GAMING, TUNISIA

     CRC of Tunisia, 85% owned subsidiary of the Company, doing business as
Casino Caraibe, generated revenue for fiscal 2002 of $2,263,062 compared to
$3,086,514 for fiscal 2001, a decrease of $823,452 or 26%, which was primarily
due to a decrease in patron count. Tunisia has experienced a decline in tourism
subsequent to September 11th due to growing uncertainty of the political
environment, global economic slowdown, and increased competition in the
international markets. Operating expenses including project, general and
administrative costs, depreciation and cost of sales decreased $870,430 from
$3,839,290 in fiscal 2001 to $2,968,860 in fiscal 2002. This decrease was
primarily due to the continued efforts of management to reduce expenses,
specifically a continued reduction of the casino workforce, as a response to a
drop in patron count. The operating loss was ($705,798) for fiscal 2002 compared
to a loss of ($752,776) for fiscal 2001, respectively (See Item 6, Liquidity and
Capital Resources, regarding the ability of the Company's foreign subsidiary to
transfer funds to the parent). Given Tunisia's geopolitical climate, the Company
can make no assurances that the business will generate sufficient revenue in the
future to maintain its casino operation in Tunisia.

GENERAL AND ADMINISTRATIVE

     The Company's general and administrative expenses aggregated $1,778,912 for
fiscal year 2002 compared to $2,144,391 in fiscal 2001, a decrease of $365,479
or 17% in 2002. This decrease reflects managements continued efforts

                                       8
<PAGE>


to reduce its overhead expenses.

     The Company entered a revised 5-year lease agreement in May 2002 on its
executive office space located at 707 Bienville Boulevard in Ocean Springs, MS.
Per the terms of the lease agreement, the Company, at its option, may pay $5500
monthly or $2000 cash and $3500 in stock at a leased value of .33/share or
10,606 shares of stock monthly during the first year of the lease. Thereafter,
lease payments are made in cash. The Company issued to the lessor 31,818 shares
of Company stock as partial payment for months May, June and July. Additionally,
the Company issued 31,818 shares of Company stock to the lessor on November 7,
2002 as partial payment for the months of August, September and October.

     On December 31, 1999 the Company issued 1,100,000 shares of common stock
and placed them in escrow as collateral on the debt between the Company and Roy
Anderson Corporation. On August 2, 2001 upon receipt of the $2.8 million due
from the sale of the entertainment segment, the Company satisfied its obligation
under the Second Debenture with Roy Anderson Corporation with the payment of
$752,748. Upon receipt of this payment, Roy Anderson Corporation released the
1.1 million shares from escrow. The Company received these shares from the
escrow agent in March 2002 and promptly cancelled the shares. This cancellation
reduced the total Company shares outstanding by 9.7% from 12,487,871 to
11,352,871.


INTEREST EXPENSE AND INCOME

     Interest expense totaled $53,346 for 2002 compared to $27,121 for fiscal
2001. Interest income as of September 30, 2002 was $18,809 compared to $19,170
for the same period in fiscal 2001. The increase in interest expense is due to
interest rates applied to a higher average corporate credit line balance for a
longer period of time.

MINORITY INTEREST

         All amounts due from the 20% minority interest of BBM were eliminated
in 2001 due to its continued losses in this segment.

INCOME TAXES

     The Company recognized a tax benefit of $200,000 in 2002 resulting
primarily from continuing net operating losses and $2,794,641 in 2001 due
principally from the reversal of the valuation allowances of its deferred tax
assets. These reversals are based on management's assessment that the benefit of
net operating losses will be realized from future taxable income. The Company's
effective tax rates vary from statutory tax rates primarily as a result of net
losses of its foreign subsidiary for which there are no tax benefits.

DISCONTINUED OPERATIONS

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

LIQUIDITY AND CAPITAL RESOURCES

     The Company has no current sources of revenue. Its technology subsidiary
has essentially ceased all operations, and, as of September 30, 2002, its
foreign subsidiary, CRC Tunisia, has negative working capital of $1,372,405.
Accordingly, the Company anticipates no revenues until and unless Lakes Gaming,
Inc. (NASDAQ: LACO) ("Lakes Gaming") opens the Pokegon Michigan casino. (See
Note 14 to the Financial Statements - Advance Deposit).

         As of September 30, 2002, the Company had cash available domestically
of $36,120 compared to $1,313,125 as of

                                       9
<PAGE>


September 30, 2001, respectively. During 2002 and 2001, the Company received
management fees from its foreign subsidiary, CRC of Tunisia, S.A., of $0 and
$265,000, respectively. Although contracted to earn $40,000 per month (a total
of $480,000 per year), the management fee is paid on a monthly basis based on
sufficient available cash flow from operations. Total cash and cash equivalent
reflected on the Balance Sheet, including domestic and foreign, totals $689,685
and $1,863,359 at September 30, 2002 and 2001, respectively.

     The Company is in the process of obtaining $500,000 bridge financing from a
private lender this December 2002 - January 2003. These monies will be utilized
to support the Company's short term operating needs, however, the Company can
make no assurances that this transaction will be completed, and if so,
management believes that current cash balances will not be sufficient to meet
the Company's operating needs. Additionally, management believes that if the
transaction is completed, current cash balances and the funds from a $500,000
bridge loan, will not be sufficient to meet the Company's currently anticipated
cash requirements for its operations for the next twelve months. The Company's
inability to obtain funds from the private sales of securities, a loan from a
conventional lender, or discounting of certain receivables would have a material
adverse effect on the Company's operating results, financial condition and
ability to satisfy long-term debt and continue as a going concern.

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

     The Company's revolving line of credit with a regional bank was capped at
$200,000 this August 2002 and converted to a term loan amortized over 60 months
at 7.75% interest, payable at $4,021.54 per month. As of September 30, 2002 all
payments are current.

     The Company has executed a Revised Conditional Release and Termination
Agreement with Lakes Gaming for a maximum aggregate amount of $16.1 million,
which included a $2 million refundable cash down payment received by the Company
in August 1999. The down payment is refundable if a casino is not opened within
five years and has been recorded as advance deposit in 2002 and 2001. As the
Company cannot make any assurances that sufficient cash will be on hand as of
August 2004 to make repayment if necessary to Lakes Gaming, the Company will be
required to look to an outside source for these funds. The Company would more
likely than not be required to renegotiate the terms of repayment with Lakes
Gaming. Payment of the remaining $14.1 million is contingent upon opening of the
casino and other events occurring in the future. Site development of a Michigan
casino by Lakes Gaming commenced in 2001. Lakes has the right under the terms of
the Company's Revised Conditional Release and Termination agreement to retire
its debt obligation to the Company of approximately $11.0 million by making a
one-time discounted 10% present value payment of approximately $8.0 million.
However, there can be no assurances as to the timing of completion of the casino
or its opening. No timetable for the opening of the casino is determinable. The
compact has been signed by the Governor, approved by the Michigan senate and
House of Representatives, and recognized as valid by the Secretary of the
Interior. The land for the casino has been purchased and site improvements
initiated. The contractor has been selected to build the casino. The Secretary
of Interior has indicated that they are prepared to accept the land in trust. On
Friday, March 29, 2002, the Washington D.C. Federal District Court dismissed the
majority of claims in the lawsuit against the U.S. Department of the Interior,
which was brought by Taxpayers of Michigan Against Casinos ("TOMAC"). The
lawsuit alleged that the Pokagon Band of Potawatomi Indians of Michigan did not
fit the established criteria of a tribe entitled to operate a casino. It also
alleged that the Department of Interior did not act properly when it took 675
acres of land in southwestern Michigan, located in New Buffalo Township, into
trust for the tribe. The single issue the Court's opinion did not resolve
concerns TOMAC's allegation that the Department of Interior took the Pokagon's
land into trust before a proper environmental impact study was completed. The
parties responded to the Court's questions regarding this issue through
September 2002. If permitted to move forward, the tribe intends to build a $160
million casino on 51 of the 675 acres taken into trust. The tribe also plans to
include a hotel and restaurant in addition to its 150,000 square feet of gaming
space. Until there is a favorable outcome to this legal action, no timetable for
the opening of the casino can be determined. The Company expects an eventual
favorable outcome and opening of a casino in New Buffalo, Michigan, but no
assurances can be made.

                                       10
<PAGE>


     On June 21, 2001, the Company received notice of an assessment from the
Tunisian Department of Finance for an amount totaling 4.6 million dinars ($3.43
million U.S. equivalent, based on exchange rate on December 15, 2002). This is
related to unpaid gaming tax, a slot tax assessment, and an adjusted income tax
assessment. The Company has retained the services of a Tunisian tax attorney,
who is in the process of appealing this assessment. Based on the tax attorney's
review, approximately $3.1 million dinars ($2.31 million U.S. equivalent, based
on exchange rate on December 15, 2002) of this assessment relates to Tunisian
statutory regulations, which require businesses to maintain original transaction
documents for Tunisian tax purposes. The Company believes that Samara Casino
Company is in possession of the majority of Casino Caraibe's financial operating
and reporting records in December 2000, which records tracked both loans from
the Company to its 85%-owned subsidiary, CRC of Tunisia as well as purchases
made by the Company of equipment, furniture and fixtures for the sole benefit of
CRC of Tunisia, beginning in 1997. Thus, our tax attorney has recommended CRC of
Tunisia operation reserve 1.5 million dinars ($1.11 million U.S. equivalent,
based on exchange rate on December 15, 2002) to satisfy this assessment.
$1,572,155 has been accrued for Tunisian slot taxes. The Company had been
operating under the advice of former counsel, who advised that the Company was
not subject to a tax on slot revenue under Tunisian gaming law. The parent
company, BounceBackTechnologies.com,Inc., incurs no liability whatsoever for
debts or obligations of its Tunisian subsidiary.

     On October 5, 2001 the Company purchased on the open market 35,000 shares
of BBT outstanding stock. Prior to October 5, 2001 191,050 shares had been
purchased on the open market and retired under a Board approved program which
allows for the purchase of 1.5 million shares of the Company's common stock.

     During fiscal 2002, there were no capital expenditures.


SEASONALITY

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

IMPACT OF INFLATION

     Management of the Company does not believe that inflation has had any
significant effect on the Company's financial condition or results of operations
for the periods presented.

FOREIGN CURRENCY TRANSACTIONS

     The Company's revenues with respect to its casino venture in Tunisia will
mostly be in Euros. 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. Gains and losses
from foreign currency transactions included in operations are not material.

Forward-Looking Statements:

     The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
safe harbor for forward-looking statements made by or on behalf of the Company.
The Company and its representatives may from time to time make written or oral
statements that are "forward-looking," including statements contained in this
report and other filings with the Securities and Exchange Commission and in
reports to the Company's stockholders. Management believes that all statements
that express expectations and projections with respect to future matters,
including but are not limited to, those relating to expansion, acquisition, the
sale of assets and business segments and other development activities,
dependence on existing management, leverage and debt service, domestic or global
economic conditions (including sensitivity to fluctuations foreign currencies),
changes in federal or state tax laws or the administration of such laws, changes
in gaming laws or regulations (including legalization of gaming in certain
jurisdictions) and the requirement to apply for licenses and approvals under
applicable jurisdictional laws and regulations (including gaming laws and
regulations) are forward-looking statements within the meaning of the Act. These
statements are made on the basis of management's views and

                                       11
<PAGE>

assumptions, as of the time the statements are made, regarding future events and
business performance. There can be no assurance, however, that management's
expectations will necessarily come to pass.

                                       12
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Given the current financial condition of the Company, the Company could not
retain its independent accountant to do an audit for the 2002 fiscal year, and
therefore, the financial statements for the year ended September 30, 2002 are
not audited. The financial information for quarters ending December 31, 2001,
March 31, 2002 and June 30, 2002 were subject to a review by the independent
accountant for the Company. The Company is endeavoring to raise additional
funds, and upon receipt of such funds, the Company plans to have its independent
accountant perform an audit, as soon as the Company has the resources
practicably to do it on the financial statements for the year ended September
30, 2002, and will thereafter amend this Annual Report on Form 10-KSB.

     The accompanying unaudited financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's operating losses and working capital
deficiency raise substantial doubt about its ability to satisfy long term debt
and continue as a going concern. Management's plans regarding those matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


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



Consolidated Financial Statements
     Balance Sheets........................................................   14
     Statements of Operations..............................................   15
     Statements of Stockholders' Equity....................................   16
     Statements of Cash Flows..............................................   17
     Notes to Consolidated Financial Statements............................18-36


                                       13


<PAGE>

<TABLE>
<CAPTION>

                                            BOUNCEBACKTECHNOLOGIES.COM, INC.
                                              CONSOLIDATED BALANCE SHEETS


                        ASSETS                                                      September 30,      September 30,
                        ------                                                          2002                2001
                                                                                    --------------     ---------------
                                                                                      Unaudited
Current assets:
<S>                                                                                   <C>                 <C>
     Cash and cash equivalents................................................        $   689,685         $ 1,863,359
     Accounts receivable - net................................................             84,321              90,463
     Inventory................................................................             26,795              57,047
     Prepaid expenses.........................................................             92,126              95,818
                                                                                      -------------     ---------------
               Total current assets...........................................            892,927           2,106,687

Deferred income taxes.........................................................          1,710,311           1,510,311
Property and equipment - net..................................................            789,665             996,931
Goodwill, net.................................................................                  -              22,900
Other receivable..............................................................            627,500             600,000
Notes receivable - related parties, net.......................................             37,513             149,948
Other assets..................................................................             30,287              30,287
                                                                                      -------------     ---------------
                         Total assets.........................................        $ 4,088,203         $ 5,417,064
                                                                                     ==============     ===============

                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        ------------------------------------

Current liabilities:
     Accounts payable.........................................................          $ 382,216           $ 337,765
     Current maturities of long-term debt.....................................             59,345              76,841
     Accrued gaming tax.......................................................          1,572,155           1,074,499
     Accrued expenses and other liabilities...................................            838,014             447,913
     Deferred income taxes....................................................             10,311              10,311
                                                                                    -------------          -----------
               Total current liabilities......................................          2,862,041           1,947,329

Long-term debt, less current maturities.......................................            166,052                   -
Advance deposit...............................................................          2,000,000           2,000,000
Minority interest.............................................................                  -                   -
Stockholders' equity:
     Preferred stock, 8% cumulative, $.01 par value; 5,000,000 shares authorized;
          none issued and outstanding.........................................                  -                   -
     Common stock, $.01 par value; 30,000,000 shares authorized; 11,384,689
          and 12,487,871 issued and outstanding for 2002 and 2001.............            102,847             113,879
     Additional paid-in capital...............................................         23,187,632          23,165,749
     Retained earnings........................................................       (24,230,369)        (21,809,893)
                                                                                    -------------        -------------
               Total stockholders' equity.....................................          (939,890)           1,469,735
                                                                                    -------------        -------------
                         Total liabilities and stockholders' equity...........        $ 4,088,203         $ 5,417,064
                                                                                    =============         ============


</TABLE>


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

                                       14
<PAGE>

                                            BOUNCEBACKTECHNOLOGIES.COM, INC.
                                         CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                       For the Year Ended
                                                            -------------------------------------------
                                                               September 30,         September 30,
                                                                   2002                   2001
                                                            --------------------  ---------------------
                                                                 Unaudited
Operating Revenues:
<S>                                                                <C>                      <C>
     Gaming segment............................................    $   2,263,062            $ 3,086,514
     Technology segment........................................           33,718                273,581
     Management fees...........................................                -                      -
                                                                     ------------           ------------
          Total revenue........................................        2,296,780              3,360,095
Operating Expenses:
     Gaming cost of sales......................................          553,007                310,974
     Gaming selling, general and administrative expenses               2,415,853              3,528,316
     Technology cost of sales..................................           56,682                170,098
     Technology selling, general and administrative expenses...           83,885                544,858
     Technology asset writedown to net realizable value........           70,167
     Corporate selling, general and administrative expenses....        1,778,912              2,144,391
     Reversal of doubtful allowance............................                0              (600,000)
                                                                     ------------          -------------
          Total operating expenses.............................        4,958,506              6,098,637
                                                                     ------------          -------------
Operating loss.................................................      (2,661,726)            (2,738,542)
Other Income and Expenses:
     Other income..............................................           75,787                 14,832
     Interest income...........................................           18,809                 19,170
     Interest expense..........................................         (53,346)               (27,121)
                                                                     ------------          -------------
          Total other income and expenses......................           41,250                  6,881
                                                                     ------------          -------------

Loss before minority interest..................................      (2,620,476)            (2,731,661)
     Minority interest.........................................                -                      -
                                                                     ------------          -------------
Loss before income taxes.......................................      (2,620,476)            (2,731,661)
     Income tax benefit........................................          200,000              2,794,641
                                                                     ------------          -------------
Net Income (Loss) - Operating..................................      (2,420,476)                 62,980
                                                                     ------------          -------------

Discontinued Operations:
     Income from entertainment segment, net of taxes of
         $-0- and $246,504 in 2002 and 2001................                    0                454,431
     Gain on sale of entertainment segment, net of taxes of
         $-0- and $1,048,137 in 2002 and 2001..................                0              1,900,493
                                                                     ------------           ------------
Net income - Discontinued Operations...........................                0              2,354,924
                                                                     ------------           ------------
Net income (loss)..............................................    $ (2,420,476)            $ 2,417,904
                                                                     ============           ============

Net income (loss) per Share - Basic and Diluted
     Operating income (loss)...................................    $      (0.20)            $      0.01
     Discontinued operations...................................             0.00                   0.19
                                                                     ------------            -----------
Net Income (Loss) Per Share....................................    $      (0.20)            $      0.19
                                                                     ============            ===========

     Weighted average common shares outstanding................       11,872,471             12,474,830


</TABLE>

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

                                       15
<PAGE>

<TABLE>
<CAPTION>


                                                 BOUNCEBACKTECHNOLOGIES.COM, INC.
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                  Year Ended September 30, 2001


                                                Shares of                      Additional                         Accumulated
                                                 Common          Common          Paid-in          Retained       Comprehensive
                                                  Stock           Stock          Capital          Deficits           Income
                                             ---------------- -------------- ---------------- ----------------------------------
<S>                                               <C>             <C>           <C>              <C>                   <C>
Balance, September 30, 2000....................   12,461,258      $ 113,613     $ 23,155,247     $ (24,227,797)        $ 7,725

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


</TABLE>

<TABLE>
<CAPTION>

                                                 BOUNCEBACKTECHNOLOGIES.COM, INC.
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                  Year Ended September 30, 2002
                                                            Unaudited

                                                Shares of                      Additional                         Accumulated
                                                 Common          Common          Paid-in          Retained       Comprehensive
                                                  Stock           Stock          Capital          Deficits           Income
                                             ---------------- -------------- ---------------- ----------------------------------
<S>                                            <C>             <C>             <C>              <C>                <C>
Balance, September 30, 2001....................   12,487,871      $ 113,879     $ 23,165,749     $ (21,809,893)     $       -
     Common stock issued.......................       31,818            318           21,883
     Common stock retired......................   (1,135,000)       (11,350)
     Foreign currency translation adjustment...            -
     Net income................................            -              -                -        (2,420,476)     $       -
                                                  -----------    ------------   -------------    ---------------    -----------
Balance, September 30, 2002....................   11,384,689      $ 102,847     $ 23,187,632     $ (24,230,369)     $       -



</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
                                       16
<PAGE>

<TABLE>
<CAPTION>

                                                 BOUNCEBACKTECHNOLOGIES.COM, INC.
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                              For the Year Ended
                                                                   ----------------------------------------
                                                                     September 30,        September 30,
                                                                          2002                 2001
                                                                   -------------------  -------------------
                                                                       Unaudited
<S>                                                                   <C>                   <C>
Operating Activities:
Net income (loss)..............................................       $  (2,420,476)         $      62,980
                                                                      -------------          -------------
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization.............................             270,536                429,313
     Deferred income taxes.....................................            (200,000)            (1,500,000)
     Provisions for doubtful accounts..........................              (5,495)                 5,640
     Amortization of discount upon conversion
          of convertible debentures............................                   -                 36,687
     Minority interest.........................................                   -                 82,602
     Other receivable..........................................             (27,500)              (600,000)
     Net change in working capital accounts....................             977,787                538,551
                                                                      -------------          -------------
Net cash provided by (used in) operating activities............          (1,405,148)              (944,227)

Investing activities:
Purchase of property and equipment.............................             (40,370)               (16,121)
Decrease in due from related party.............................             112,435                137,806
                                                                      -------------          -------------
Net cash provided by investing activities......................              72,065                121,685

Financing Activities:
Short-term borrowings..........................................             225,397                400,000
Repayment of short-term borrowings.............................            (200,000)              (400,000)
Long-term borrowings...........................................             200,000
Repayments of long term debt...................................             (76,841)            (1,100,539)
Common stock issued for compensation and rent..................              10,852                 10,768
                                                                      -------------          -------------
Net cash provided by (used in) financing activities............             159,408             (1,089,771)

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

Cash flows used in operations                                            (1,173,675)            (1,912,313)
                                                                      -------------          -------------

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

Net increase (decrease) in cash................................          (1,173,675)             1,353,985
Cash at beginning of period....................................           1,863,359                509,374
                                                                      -------------          -------------
          Cash at end of period................................       $     689,684         $    1,863,359
                                                                         =============      ===============

Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest expense...............................       $      53,346         $       43,635
  Cash paid for income taxes...................................       $          -          $       65,371

</TABLE>

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

                                       17
<PAGE>


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



Note 1 - Short Term Financing Needs: Going Concern

     The Company has no current sources of revenue. Its technology subsidiary
has essentially ceased all operations, and as of September 30, 2002, its foreign
subsidiary, CRC Tunisia, has negative working capital of $1,372,405.
Accordingly, the Company anticipates no revenues until and unless Lakes Gaming,
Inc. (NASDAQ: LACO) ("Lakes Gaming") opens the Pokegon Michigan casino. (See
Note 14 - Advance Deposit).

     As of September 30, 2002, the Company had cash available domestically of
$36,120 compared to $1,313,125 as of September 30, 2001. During 2002 and 2001,
the Company received management fees from its foreign subsidiary, CRC of
Tunisia, S.A., of $0 and $265,000. Although contracted to earn $40,000 per month
(a total of $480,000 per year), the management fee is paid on a monthly basis
based on sufficient available cash flow from operations. Cash and cash
equivalents reflected on the Balance Sheet, including domestic and foreign,
totals $689,685 and $1,863,359 at September 30, 2002 and 2001, respectively.

     The Company is in the process of obtaining $500,000 bridge financing from a
private lender this December 2002 - January 2003. These monies will be utilized
to support the Company's short term operating needs, however, the Company can
make no assurances that this transaction will be completed, and if so,
management believes that current cash balances will not be sufficient to meet
the Company's operating needs. Additionally, management believes that if the
transaction is completed, current cash balances and the funds from a $500,000
bridge loan, will not be sufficient to meet the Company's currently anticipated
cash requirements for its operations for the next twelve months. The Company's
inability to obtain funds from the private sales of securities, a loan from a
conventional lender, or discounting of certain receivables would have a material
adverse effect on the Company's operating results, financial condition and
ability to satisfy long-term debt and continue as a going concern.





Note 2 - Business

     BounceBackTechnologies.com, Inc. (the "Company") is a Minnesota corporation
organized in 1969. The Company's ticker symbol for its Common Stock is "BBTC"
and the Common Stock is traded on the NASD OTCBB.

     Prior to January 4, 2000, the Corporation conducted its business under the
name of Casino Resource Corporation. The name change was to reflect the
Company's intent to focus on marketing, sales and business solutions to the
Internet and e-commerce industries. The Company acquired all of the assets of
Raw Data Inc., a privately owned California company. Upon the acquisition on
December 31, 1999, the Company changed the name of its new 80%-owned subsidiary
to BounceBackMedia.com, Inc. (BBM). As BBM has been unable to generate
sufficient revenue to offset its fixed and variable expenses, the Company
announced in August 2002 its intent to liquidate BBM's business operation.

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

Note 3 - Summary of Significant Accounting Policies

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

                                       18
<PAGE>


Continuing Operations. The Company reported in September 1999 its decision to
sell its interest in the Tunisian casino and leave the gaming industry. The
Company commenced negotiations to sell its 85% interest in CRC of Tunisia, S.A.
to Samara Casino Company, the lessor of the Casino Caraibe property. The
negotiations failed and no final sales agreement was reached. The Company has
maintained full business operation of Casino Caraibe throughout the proposed
sale transaction. As there is no other prospective purchaser the operating
results of CRC of Tunisia, S.A. previously reported as discontinued operations
in fiscal 2000 have been reclassified and reported as continuing operation
through fiscal 2002.

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

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

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

Net revenues do not include the retail amount of food, beverage and other items
provided gratuitously to customers. These amounts, which are included in
promotional allowances, totaled $135,399 for fiscal 2002 and $187,994 for fiscal
2001, respectively. The estimated cost of providing such complimentary services,
which is included in gaming cost of sales, was $67,700 for fiscal 2002 and
$93,997 for fiscal 2001.

Advertising Costs. Advertising costs were expensed as incurred by the gaming
segments. Advertising expense for fiscal year 2002 and 2001 was $5,920 and
$64,408.

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

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

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

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

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

Income Taxes. Income taxes are accounted for utilizing the asset and liability
method. Under this method, deferred income taxes are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using

                                       19
<PAGE>

presently enacted tax rates and regulations. Future tax benefits, such as net
operating loss carryforwards, are recognized to the extent that realization of
such benefits are more likely than not.

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


                                       20
<PAGE>


Note 3 - Summary of Significant Accounting Policies (Continued)

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

                                                                        September 30,           September 30,
                                                                           2002                    2001
                                                                     -----------------       -------------------
                                                                         Unaudited
Numerator:
<S>                                                                      <C>                  <C>
     Operating income (loss)...................................          $ (2,420,476)        $        62,980
     Discontinued operations...................................                      -              2,354,924
     Extraordinary item-Gain on early extinguishment of debt...                      -                      -
                                                                     -----------------       -------------------
     Net income (loss).........................................            (2,420,476)              2,417,904

     Numerator for basic earnings (loss) per share - income (loss)
          available to common stockholders.....................          $ (2,420,476)        $     2,417,904
     Effect of diluted securities..............................                      -                      -
                                                                     -----------------       -------------------
     Numerator for diluted earnings (loss) per share-
          income (loss) available to common stockholders after
               assumed conversions.............................          $ (2,420,476)        $     2,417,904
                                                                     =================       ===================

Denominator:
     Denominator for basic earnings per share -
          weighted - average shares............................             11,872,471             12,474,830
     Effect of dilutive securities
          Employee stock options...............................                      -                      -
                                                                     -----------------       -------------------
     Dilutive potential common shares..........................                      -                      -
                                                                     -----------------       -------------------
     Denominator for diluted earnings per share -
          adjusted weighted - average shares and
               assumed conversions.............................             11,872,471             12,474,830
                                                                     =================       ===================

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

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

</TABLE>

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

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

                                       21
<PAGE>


Note 4 - Segment Information

Gaming Segment

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

Technology Segment

     Through its 80%-owned subsidiary, the Company acquired all of the assets of
Raw Data Inc. a privately owned California company focused on e-commerce
business-to-business solutions. BBM commenced operations on December 31, 1999
when it purchased all the assets of Raw Data Corp. for $85,000 cash, a
non-interest bearing note for $65,000 due when and if BBM reached $8,000,000 in
revenue on a cumulative basis within its first two years and 20% of its common
stock. The Company recognized $81,500 in goodwill. The $65,000 note payable was
not recorded since BBM did not achieve $8,000,000 in revenue on a cumulative
basis within its first two years is not probable.

     As BBM has been unable to generate sufficient revenue to offset its fixed
and variable expenses, the Company announced in August 2002 its intent to
liquidate BBM's business operation.

                                       22
<PAGE>


Note 4 - Segment Information (Continued)

Summary

<TABLE>
<CAPTION>

Fiscal Year Ended September 30, 2002                  Gaming          Technology        Corp. & Other           Total
-------------------------------------              ---------------    --------------   ---------------     --------------
<S>                                                   <C>               <C>               <C>               <C>
Total Revenue.....................................    $ 2,263,062       $    33,718                 -       $2,296,780

Cost of sales.....................................        553,007            56,682                 -          609,689
Selling, general and                                                                                -                -
  administrative expenses.........................      2,415,853            83,885                 -        2,499,738
Technology asset writedown.........                                          70,167                             70,167
Corporate unallocated costs.......................              -                 -         1,778,912        1,778,912
                                                   --------------    --------------   ---------------   --------------
Total Expenses                                          2,968,860           210,734         1,778,912        4,958,506

Operating income (loss)                                 (705,798)         (177,016)       (1,778,912)      (2,661,726)
Other income and expenses.........................              -          (13,751)           55,001            41,250
                                                   --------------    --------------   ---------------   --------------

Income (loss) before minority inerest                   (705,798)         (190,767)       (1,243,911)      (2,140,476)
Minority interest                                               -                 -                 -                -
                                                   --------------    --------------   ---------------   --------------

Income (loss) before income taxes                     $ (705,798)       $ (190,767)     $ (1,243,911)    $ (2,140,476)
Income tax benefit                                              -                 -           200,000          200,000
                                                   --------------    --------------   ---------------   --------------

Net income (loss) - operating                           (705,798)         (190,767)       (1,043,911)      (1,940,476)
                                                   ==============    ==============   ===============   ==============

As of September 30, 2002
Total assets......................................    $1,306,877        $   40,665      $  2,740,660     $  4,088,202
Total liabilities *...............................     9,312,102         1,003,801        (5,287,810)    $  5,028,093
Total equity......................................    (8,005,225)         (963,136)        8,028,471     $   (939,890)

* Includes intercompany payables and receivables which are eliminated in consolidation.
</TABLE>

<TABLE>
<CAPTION>


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

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

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

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

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

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

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

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

</TABLE>

                                       23
<PAGE>


Note 5 - Gain on Sale of Entertainment Segment

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


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


     Because the Company realized a gain on its sale of the entertainment
segment, the Company will recognize the tax benefit of previous unrecognized net
operating losses carry forward (net operating losses were previously
unrecognized due to uncertainty of future income). The tax benefits recognized
on this transaction are $1,048,137. At September 30, 2002, the Company has
remaining unrecognized net operating loss carry forwards of approximately
$9,293,000 for federal and state tax purposes that begin to expire in 2009.

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

Note 6 - Comprehensive Income

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


                                       24

<PAGE>


Note 7 - Accounts Receivable, Net

Corporate & Other
<TABLE>
<CAPTION>

                                                 Fiscal Year Ended
                                         ----------------------------------
                                          September 30,      September 30,
                                             2002               2001
                                         ---------------    ---------------
<S>                                        <C>                    <C>
Accounts receivable - employees.......           -             26,056
Accounts receivable - other...........           -             10,105
                                         ---------------    ---------------
Total accounts receivable, net........   $     -            $  36,161
                                         ===============    ===============
</TABLE>

Gaming Segment
<TABLE>
<CAPTION>

                                              Fiscal Year Ended
                                        ----------------------------------
                                        September 30,      September 30,
                                             2002               2001
                                        ---------------    ---------------
<S>                                     <C>                      <C>
Accounts receivable - trade...........  $       40,111           $ 33,209
  Allowance for doubtful accounts.....               -                  -
                                        ---------------    ---------------
Net accounts receivable - trade.......          40,111             33,209

Accounts receivable - employees.......          37,918             10,374
Accounts receivable - other...........               -                  -
                                        ---------------    ---------------
Total accounts receivable, net........  $       78,029           $ 43,583
                                        ---------------    ---------------
</TABLE>


Bad debt expense was $26,991 and $0 in 2002 and 2001, respectively.

Technology Segment
<TABLE>
<CAPTION>

                                               Fiscal Year Ended
                                        ----------------------------------
                                        September 30,      September 30,
                                             2002               2001
                                        ---------------    ---------------
<S>                                      <C>                <C>
Accounts receivable - trade............  $       545        $    15,893
  Allowance for doubtful accounts......        (145)            (5,640)
                                        ---------------    ---------------
Net accounts receivable - trade........          400             10,253

Accounts receivable - employees........        5,892                466
Accounts receivable - other............            -                  -
                                        ---------------    ---------------
Total accounts receivable, net.........  $     6,292        $    10,719
                                        ---------------    ---------------
</TABLE>

                                       25
<PAGE>



     Bad debt expense was $4,061 and $14,884 in 2002 and 2001, respectively.
Substantially all of the Company's accounts receivables are related to cash
advances made to employees of Casino Caraibe.

Note 8 - Inventory

         Inventory consists of:
<TABLE>
<CAPTION>

                                       Fiscal Year Ended
                               ----------------------------------
                               September 30,      September 30,
                                    2002               2001
                               ---------------    ---------------
BBM:
<S>                             <C>                <C>
     Work in process.......     $        -         $    28,350
     Supplies..............           4,809              6,131
                               ---------------    ---------------
                                      4,809             34,481
CRC of Tunisia:
     Beverage..............          21,986             22,566
                               ---------------    ---------------
                                $    26,795        $    57,047
                               ---------------    ---------------

</TABLE>

Note 9 - Property and Equipment

     Corporate & Other The Company rents its corporate office in Ocean Springs,
MS, pursuant to a lease which expires in 2007.

     Depreciation expense for property and equipment for the years ended
September 30, 2002 and September 30, 2001 totaled $24,806 and $32,684,
respectively.

<TABLE>
<CAPTION>

                                                  Fiscal Year Ended
                                              ------------------------
                                         September 30,       September 30,
                                             2002                2001
                                        ----------------    ----------------
<S>                                      <C>                  <C>
Buildings and improvements.......        $     239,517        $    239,517
Gaming equipment.................                    -                   -
Equipment........................              177,202             177,202
Furniture and Fixtures...........               76,863              76,863
                                        ----------------    ----------------
  Total Property and Equipment...              493,582             493,582
Accumulated Depreciation.........            (282,384)           (257,578)
                                        ----------------    ----------------
Property and equipment, net......       $      211,198        $    236,004
                                        ----------------    ----------------
</TABLE>

                                       26
<PAGE>

Gaming Segment
<TABLE>
<CAPTION>

                                                Fiscal Year Ended
                                        ------------------------------------
                                         September 30,       September 30,
                                             2002                2001
                                        ----------------    ----------------
<S>                                       <C>                 <C>
Buildings and improvements........        $   1,169,738       $   1,140,536
Gaming equipment..................            1,404,584           1,404,584
Equipment.........................                7,108               7,108
Furniture and Fixtures............                    -                   -
                                        ----------------    ----------------
  Total Property and Equipment....            2,581,430           2,552,228
Accumulated Depreciation..........          (2,030,771)         (1,855,335)
                                        ----------------    ----------------
Property and equipment, net.......        $     550,659       $     696,893
                                        ----------------    ----------------
</TABLE>

     Depreciation expense for property and equipment for the years ended
September 30, 2002 and September 30, 2001 totaled $175,437 and $350,848,
respectively.

Technology Segment


<TABLE>
<CAPTION>

                                                 Fiscal Year Ended
                                        ------------------------------------
                                         September 30,       September 30,
                                             2002                2001
                                        ----------------    ----------------
<S>                                      <C>                           <C>
Buildings and improvements......         $           -                 $ -
Gaming equipment................                     -                   -
Equipment.......................                95,357              84,190
Furniture and Fixtures..........                 3,500               3,500
                                        ----------------    ----------------
  Total Property and Equipment..                98,857              87,690
Accumulated Depreciation........              (71,049)            (23,656)
                                        ----------------    ----------------
Property and equipment, net.....         $      27,808            $ 64,034
                                        ----------------    ----------------
</TABLE>



     Depreciation expense for property and equipment for the years ended
September 30, 2002 and September 30, 2001 totaled $47,393 and $16,480,
respectively.


Note 10 - Related Party Transaction

     Notes and advances receivable include notes and related interest due from
officers and stockholders totals $37,513 and $149,948 at September 30, 2002 and
2001, respectively.

     Per the terms of the Supplemental Employment Agreement dated April 3, 1998,
the Company had accrued a loan payable to Mr. Pilger totaling $265,000 (interest
included) through December 31, 2001. Upon Mr. John Pilger satisfying a loan due
the Company, (including interest) totaling $44,535.26, the Company owed Mr. John
Pilger the net sum of $220,665. Mr. John Pilger agreed to accept $80,644.74 in
cash and the balance of $140,000 payable in monthly installments of $5,000
principal plus interest, in order to conserve the Company's cash. All balances
due Mr. John Pilger by the Company, per written agreement, will become
immediately due and owing upon a defined event whereby the Company receives more
than $500,000. Additionally, Mr. Pilger was due, per his employment contract,
$125,000 September 30, 2002. In order to conserve cash, Mr. Pilger has agreed to
postpone this payment until a defined event occurs, whereby the Company receives
$500,000 or more.

                                       27
<PAGE>


     Dennis Evans was employed as Vice President of Corporate Marketing and
Consultant to Casino Caraibe in Tunisia, N.A. Per agreement, Mr. Evans agreed to
a 50% reduction in wages, which wage totaling $24,231 becomes payable upon a
deferred event whereby the Company receives $750,000 or more.

     Per contract, the Company owes accrued wages totaling $44,320 to Ms.
Pollman as of September 30, 2002. These wages continue to accrue at a rate of
$40/hour according to hours Ms. Pollman works. All monies accrued will be
immediately due and owing per written agreement, upon occurrence of an event
whereby the Company receives $750,000 or more.


Note 11 - Accrued Expenses and Other Liabilities
<TABLE>
<CAPTION>

                                                Fiscal Year Ended
                                        -----------------------------------
                                        September 30,       September 30,
                                             2002               2001
                                        ---------------    ----------------
<S>                                      <C>                 <C>
Professional fees..............          $     46,411        $     45,000
Payroll and payroll taxes......                36,387             225,241
Interest.......................                     -                 741
Sales tax......................                     -                 145
Insurance......................                30,541              20,936
Accrued rent...................               494,249             188,604
Foreign Director Fees..........               100,000                   -
Other..........................               130,426             (32,754)
                                        ---------------    ----------------
                                         $    838,014        $    447,913
                                        ===============    ================
</TABLE>

Note 12 - Credit Arrangements

     The Company had a line-of-credit arrangement with a regional bank, which
provided for borrowing up to $200,000 with interest at prime plus 1%. The loan
was capped September 30, 2002 and written as a 5-year term loan at 7.75%
interest.

Note 13 - Long-Term Debt
<TABLE>
<CAPTION>

                                                      Fiscal Year Ended
                                              ------------------------------------
                                               September 30,        September 30,
                                                   2002                2001
                                              ---------------     ----------------
<S>              <C>                           <C>                  <C>
Equipment lease, 12.5%                         $      25,397        $           -
Term loan, 7.75%                                     200,000                    -
Mortgage payable, 11.5%.......                             -               76,841
                                              ---------------     ----------------
  Total debt..................                       225,397               76,841
Less current obligation.......                        59,345               76,841
                                              ---------------     ----------------
  Total long-term debt........                 $     166,052        $           -
                                              ===============     ================
</TABLE>

Long-term debt consists of the following:

                                       28
<PAGE>

Equipment Lease, 12.5%. As of December 31, 2001, the Company reclassified an
operating lease to a capital lease. This lease is for the CD cutting machine
used by BBM. The equipment lease terminates in May 2003 with a $1 buyout
provision.

Term Note, 7.75%. The Company has a line-of-credit arrangement with a regional
bank, which provides for borrowing up to $200,000 with interest at prime plus
1%. This line-of-credit is secured by the accounts receivable of the Company and
personally guaranteed by the Company's CEO, John Pilger. During September 2002,
the line was capped and renewed as a term note payable over 60 months at 7.75%
interest.




Annual maturities. As of September 30, 2002, annual maturities of long-term debt
are as follows:

                                   Year Ending
                                   -----------
                                        2004      36,674
                                        2005      39,619
                                        2006      42,801
                                        2007      46,958
                                        2008           -
                                           --------------
                                           $     166,052
                                           --------------


Note 14 - Advance Deposit


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

     The Agreement with Lakes Gaming, Inc. contains additional fees the Company
can earn in the aggregate of $2.5 million contingent on certain events that may
occur, such as the Tribe building an additional casino in Indiana and selecting
Lakes Gaming as the manager, the location of the Indiana casino, and other
events. However, at this time, there is no plan by the Pokagon Indians to pursue
this additional casino.

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

     No timetable for the opening of the casino is determinable. The compact has
been signed by the Governor, approved by the Michigan senate and House of
Representatives, and recognized as valid by the Secretary of the Interior.

                                       29
<PAGE>


The land for the casino has been purchased and site improvements initiated. The
contractor has been selected to build the casino. The Secretary of Interior is
prepared to accept the land in trust. On Friday, March 29, 2002, Washington D.C.
Federal District Court dismissed the majority of claims in a lawsuit against the
U.S. Department of the Interior, which was brought by Taxpayers of Michigan
Against Casinos ("TOMAC"). The lawsuit alleged that the Pokagon Band of
Potawatomi Indians of Michigan did not fit the established criteria of a tribe
entitled to operate a casino. It also alleged that the Department of Interior
did not act properly when it took 675 acres of land in southwestern Michigan,
located in New Buffalo Township, into trust for the tribe. The single issue the
Court's opinion did not resolve concerns TOMAC's allegation that the Department
of Interior took the Pokagon's land into trust before a proper environmental
impact study was completed. The parties responded to the Court's questions
regarding this issue through September 2002. If it is permitted to move forward,
the tribe intends to build a $160 million casino on 51 of the 675 acres taken
into trust. The tribe also has announced a Phase II development, which plans
include a hotel and restaurant in addition to its 150,000 square feet of gaming
space. Until there is a favorable outcome to this legal action, no timetable for
the opening of the casino can be determined. The Company expects an eventual
favorable outcome and opening of a casino in New Buffalo, Michigan, but no
assurances can be made.

Note 15 - Lease Commitments

     The Company and its subsidiaries lease buildings and equipment under
non-cancelable operating lease agreements, which expire at various times through
the year 2007. These leases generally provide that the Company pay taxes,
insurance and maintenance related to leased assets.

     Casino Caraibe is leased pursuant to a revised lease agreement (with two,
three-year renewal options) dated June 6, 2000. The revised lease agreement
provides for an adjusted annual base rent of 480,000 dinars, which is
approximately US $356,083 based on the exchange rate at December 9, 2002, plus
value added taxes. In addition, a scaled variable rental fee is incurred when
gross gaming revenues exceed 125,000 dinars monthly. The Company also pays rent
on the Casino Theatre at the rate of 10% of theatre revenue with a minimum
payment due of one dinar (currently worth approximately $.74 based on the
exchange rate of 1.348 Dinars = $1.00 US as of December 9, 2002) per paying
customer. Casino Caraibe entered arbitration in Tunisia with the lessor on
September 17, 2001 in order to mediate a dispute between the casino and the
lessor. The Company contends the lessor has inappropriately advanced itself
$227,229, duplicated rent payments of $210,294, and to date has been unwilling
to treat these advances as prepaid rent (See Legal Proceedings.)

     The Company entered a revised 5-year lease agreement in May 2002 on its
executive office space located at 707 Bienville Boulevard in Ocean Springs, MS.
Per the terms of the lease agreement, the Company, at its option, may pay $5500
monthly or $2000 cash and $3500 in stock at a leased value of .33/share or
10,606 shares of stock monthly for the first year of the lease. Thereafter,
lease payments are paid in cash. The Company issued to the lessor 31,818 shares
of Company stock as partial payment for months May, June and July. Additionally,
the Company issued 31,818 shares of Company stock to the lessor on November 7,
2002 as partial payment for the months of August, September and October.

     Total rent expense under operating leases was $595,281 and $646,893 in 2002
and 2001.

                                       30

<PAGE>


     At September 30, 2002, the Company was obligated non-cancelable operating
leases to make future minimum lease payments as follows:

                                   Year Ending
                                   -----------
                                        2003      479,042
                                        2004      461,796
                                        2005      449,561
                                        2006      443,240
                                        2007      413,240
                                           --------------
                                           $    2,246,879
                                           --------------

Note 16 - Stock Repurchase - Stock Cancellation

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

     On December 31, 1999 the Company issued 1,100,000 shares of common stock
and placed them in escrow as collateral on the debt between the Company and Roy
Anderson Corporation. On August 2, 2001 upon receipt of the $2.8 million due
from the sale of the entertainment segment, the Company satisfied its obligation
under the Second Debenture with Roy Anderson Corporation with the payment of
$752,748. Upon receipt of this payment, Roy Anderson Corporation released the
1.1 million shares from escrow. The Company received these shares from the
escrow agent in March 2002 and promptly cancelled the shares. This cancellation
reduced the total Company shares outstanding by 9.7% from 12,487,871 to
11,352,871.

Note 17 - Unregistered Stock Issuance

     The Company entered a revised 5-year lease agreement in May 2002 on its
executive office space located at 707 Bienville Boulevard in Ocean Springs, MS.
Per the terms of the lease agreement, the Company, at its option, may pay $5500
monthly or $2000 cash and $3500 in stock at a leased value of .33/share or
10,606 shares of stock monthly. The Company issued to the lessor 31,818 shares
of Company stock as partial payment for months May, June and July for the first
year. Additionally, the Company issued 31,818 shares of Company stock to the
lessor on November 7, 2002 as partial payment for the months of August,
September and October.

Note 18 - Income Taxes

Income tax expense (benefit) consists of the following:
<TABLE>
<CAPTION>

                                                Fiscal Year Ended
                                        ------------------------------------
                                         September 30,       September 30,
                                             2002                2001
                                        ---------------    -----------------
Currently payable:
<S>                                       <C>               <C>
  Federal..................               $      -          $         -
  State....................                        -                    -
                                        ---------------    -----------------
                                                   -                    -
Deferred:
  Federal..................                (156,522)          (2,445,311)
  State....................                 (43,478)            (349,330)
                                        ---------------    -----------------
                                          $(200,000)        $ (2,445,311)
                                        ===============    =================

</TABLE>

                                       31
<PAGE>

Deferred tax assets and liabilities consist of the following:
<TABLE>
<CAPTION>

                                                Fiscal Year Ended
                                        ----------------------------------
                                        September 30,       September 30,
                                             2002                2001
                                        ---------------    ---------------
Deferred tax asset
<S>                                      <C>               <C>
     Net operating losses.........       $    3,917,075    $     3,717,075
     Valuation allowance..........          (1,819,049)        (1,819,049)
                                        ---------------    ---------------
                                             2,098,026          1,898,026

Deferred tax liabilities
     Depreciation expense..........              20,623             20,623
     Deferred revenue..............             377,403            377,403
                                        ---------------    ---------------
                                                398,026            398,026
    Less: current portion..........            (10,311)           (10,311)
                                        ---------------    ---------------
                                                387,715            387,715
                                        ---------------    ---------------
   Net deferred tax asset..........      $    1,710,311    $     1,510,311
                                        ---------------    ---------------
</TABLE>


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

     The Corporation has net operating losses carry-forward of approximately
$11,700,000 for Federal and state tax purposes that begin to expire in 2009.


Note 19 - Options and Awards

     Certain financial consultants to the Company received options in January
1993 to acquire 12,500 shares of common stock as consideration for services
rendered. These options are fully vested and are exercisable at $3.10 per share
for 12,500 shares, which expire January 21, 2003 at $0.75 per share for 70,000
shares, which expire November 20, 2004. None of these options have been
exercised to date.

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

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

     Thirty Thousand (30,000) options were granted; 10,000 options to each
outside director, at fair market value, on June 10, 2002.

     The Company has two active stock incentive plans. In July 1993, the Company
adopted a stock option plan (the "1993 Plan"), which was amended in 1995, and in
April 1997, the Company's stockholders approved a separate stock option plan
(the "1997 Plan"). Both plans provide for the issuance of incentive stock
options at a purchase price approximating the fair market value of the Company's
common shares at the date of the grant (or 110% of such fair market value in the
case of substantial stockholders). The 1993 and 1997 Plans also authorize the
Company to grant nonqualified options, stock appreciation rights, restricted
stock and deferred stock awards. A total of 1,000,000 shares of the Company's
common stock have been reserved pursuant to the 1993 and 1997 Plans. As of
September 30, 2002, there were 500,000 options outstanding and exercised under
the 1993 Plan and there were 499,833 options outstanding under the 1997 Plan

                                       32
<PAGE>


and 167 shares available for grant under such plan.


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

                                                       Number of       Weighted Average
                                                         Shares         Exercise Price
                                                      -------------   -------------------
<S>                                                  <C>                          <C>
Options outstanding at September 30, 2000......             910,633                $ 1.07
  Granted......................................                   -                     -
  Exercised, expired or forfeited..............            (24,500)                  1.97
                                                      -------------   -------------------
Options outstanding at September 30, 2001......             886,133                $ 1.04
  Granted......................................             262,000                  0.35
  Exercised, expired or forfeited..............           (187,300)                (1.98)
                                                      -------------   -------------------
Options outstanding at September 30, 2002......             960,833                $ 0.67

</TABLE>

The following table summarizes information about stock options under the
Company's 1993 and 1997 Plans outstanding at September 30, 2002.

<TABLE>
<CAPTION>
                                            Outstanding                         Exercisable
                          Number of      Weighted Average      Number of      Weighted Average
Range of Exercise Price    Shares         Exercise Price        Shares         Exercise Price
-------------------------------------    ------------------   ------------   -------------------
<S>                       <C>           <C>                     <C>                    <C>
$0.31 - $0.62...........     747,000     $     0.39              653,000                $ 0.43

1.00 - 1.94.............     151,333           1.49              151,333                  1.49

2.00 - 2.375............      61,500           2.03               61,500                  2.03

3.13 - 3.75.............       1,000           3.12                1,000                  3.12

                         ------------    ------------------   ------------   -------------------
                             960,833     $     0.67              866,833                $ 0.73
                         ------------    ------------------   ------------   -------------------

</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.



Note 20 - Other Receivable

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

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

                                       33
<PAGE>


     A Minnesota trial court dismissed the Company's civil suit against Harrah's
on May 24, 1999 for lack of jurisdiction. The Company appealed this decision to
the Eighth Circuit U.S. Court of Appeals and on March 13, 2001, the Appeals
Court reversed the decision and remanded the Company's suit against Harrah's
back to District Court. The original facts and circumstances again exist for the
Company to expect to recover this receivable, thus, the Company has reversed its
allowance for doubtful accounts of $600,000. Please see also, Note 22 -
Commitments and Contingencies, for additional information regarding this
receivable.


Note 21 - Contingent Liability

     As part of the consideration given for the assets purchased from Raw Data,
Inc., BBM issued a non-interest bearing note for $65,000 due when and if it
reached $8,000,000 in revenue on a cumulative basis within its first two years.
The $65,000 note payable was not recorded since BBM achieving $8,000,000 in
revenue on a cumulative basis within its first two years is not probable. BBM's
cumulative revenues for the 2-year period through December 31, 2002 were
approximately $800,000.



Note 22 - Commitments and Contingencies


     The Company initiated a civil suit against Harrah's on September 4, 1998 in
United States District Court for District of Minnesota. The Company alleges that
Harrah's breached various agreements with the Company and tortuously interfered
with the Company's contractual and prospective economic advantage associated
with the Pokagon Band of Potawatomi Indians' gaming opportunities. The suit
further alleges that Harrah's withheld vital business information from the
Company. The trial court dismissed the case on May 24, 1999 for lack of
jurisdiction stating that the Company's claims were preempted by the Indian
Gaming Regulatory Act. Accordingly, the court held that the Company's claims
could not be heard in Federal Court. The Company asserted that it had the right
to resolve the dispute with Harrah's in some forum and the trial court erred by
dismissing the Company's complaint without granting the Company leave to file an
amended complaint which would include a claim for an accounting and damages
under the Uniform Partnership Act. The Eighth Circuit U.S. Court of Appeals
filed its decision March 13, 2001, agreeing with the Company that the Federal
District Court of Minnesota erred dismissing the Company's suit against Harrah's
and the suit against Harrah's was remanded to the Federal District Court of
Minnesota for further proceedings. On May 16, 2001, the U.S. District Court of
Minnesota set a retrial scheduling order, which allows the Company's legal
representatives to initiate discovery. On October 3, 2001 Harrah's filed a
motion to dismiss with the US District Court District of Minnesota claiming that
the contract between Harrah's and the Company by its terms precludes the Company
from asserting a claim and further that the Company's claims are speculative. On
March 22, 2002, the United States District Court, District of Minnesota,
rejected all but one of the motions made by Harrah's (NYSE-HET) to dismiss
various counts in the complaint. The complaint concerns the 1995 and 1996
agreements between the Company and Harrah's to jointly develop and manage gaming
facilities for the Pokagon band of Potawatomi Indians in Michigan and Indiana.
The Court left standing the Company's claims for breach of contract, breach of
fiduciary duty and accounting under partnership law and claims against certain
officers of Harrah's for aiding and abetting the alleged inappropriate
activities by Harrah's. The court dismissed the Company's claim for tortuous
interference with contract. The court specifically found that "the relationship
between the Company and Harrah's constitutes a partnership or joint venture."
After completing discovery in the case, the Company and Harrah's filed motions
for summary judgment, which motions were heard on November 27, 2002 by the
Court. Based upon comments made by the Court at the hearing, the Company expects
the Court to deny both sides motions and set the case for trial during the
Spring of 2003.

     The Company initiated a civil suit against Willard Smith and Monarch
Casinos, Inc. on December 19, 1998 in the Circuit Court of Jackson County,
Mississippi. The Company alleged that Mr. Smith and Monarch Casinos, Inc.
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 alleged Mr. Smith
has defaulted on his obligations to pay rent and maintain the up-keep of the
Company residential property located at 303 LaSalle

                                       34
<PAGE>


Street, Ocean Springs, Mississippi and defaulted on repayment of loans from the
Company in excess of $300,000.

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

     On August 12, 2002 the Company and Mr. Smith and Monarch entered into an
agreement to settle all litigation initiated by the Company against Mr. Smith
and Monarch, as well as all counter-claims initiated by Smith and Monarch
against the Company and its CEO, John Pilger. Per the terms of the Settlement
Agreement, the Company assigned to Smith and Monarch $1 Million of the
prospective proceeds due the company from Lakes Gaming per the terms of the
Conditional Release and Termination Agreement (see Note 14 - Advance Deposit).
Per the terms of the Settlement Agreement, Smith and Monarch shall receive
$200,000 per year, paid quarterly in the arrears, over the five-year term. The
Company also agreed to assign $1 Million to Smith and Monarch of any D&O
insurance proceeds that may be due the Company as settlement fees arising from
this litigation against John Pilger, in his capacity as the Company's CEO. The
Company, per the terms of the Settlement Agreement, conveyed to Smith by Quit
Claim Deed the property located at 303 LaSalle Court, and lots 5 and 6 in
Seapoint Subdivision, Ocean Springs, MS. Mr. Smith satisfied in full the
underlying mortgage held by the Company on the residence at 303 LaSalle, Ocean
Springs, Mississippi.


     In turn, Smith/Monarch and its representatives released the Company and its
agents from any claims they may have now or in the future relating to any prior
business transactions between the parties. Per the terms of this agreement, if
the Company does not recover any money under the events described above, Smith
and Monarch agreed that the Company will have no further liability to them.

     On May 13, 2001, Roger Birks, the former CEO of BBM, an 80%-owned
subsidiary of the Company, commenced an action in Clark County District Court,
Nevada, against BBM, a Nevada company, and John J. Pilger, President of BBM and
CEO of the Company, alleging: breach of BBM Purchase Agreement by the Company
for failure to use its best efforts to capitalize BBM; breach of Birks'
Employment Agreement; and lastly, alleging that the Company and its alter ego,
John Pilger, made false representations to Plaintiff which Plaintiff acted upon
with respect to the BBM Purchase Agreement and Plaintiff's Employment Agreement.
Plaintiff seeks compensatory and punitive damages and has not claimed a specific
amount of damages, but claims such damages exceed $40,000. The Plaintiff also
seeks reimbursement of attorney fees. The Company and its CEO, John Pilger, deny
the allegations and have filed counterclaims against Mr. Birks alleging that
Birks has willfully caused these legal proceedings to coerce a settlement and
Mr. Birks is guilty of abuse of process. Mr. Pilger further alleges Birks has
acted in bad faith with malice; and is entitled to an award for punitive and
exemplary damages in excess of $10,000. A trial date has been continued from
December 9, 2002 to April 11, 2003. In advance of trial, the Company will be
requesting the court move for imposition of sanctions, including the dismissal
of Birks' complaint, because of Birks' failure to comply with discovery
requirements.

     CRC of Tunisia, S.A., the 85%-owned subsidiary of the Company, initiated
arbitration proceedings against the casino lessor, Samara Casino Inc. and the
Mahdoui family. The Company's position is that the lessor took unauthorized
advances totaling $227,229, duplicated rent payments of $210,294 and to date has
been unwilling to treat these advances as prepaid rent. A three-panel Tunisian
arbitration hearing began April 2002. The arbitration panel is empowered to take
appropriate steps to settle the dispute between the parties.

     On June 21, 2001, the Company received notice of an assessment from the
Tunisian Department of Finance for an amount totaling 4.6 million dinars ($3.43
million U.S. equivalent, based on exchange rate on December 15, 2002). This is
related to unpaid gaming tax, a slot tax assessment, and an adjusted income tax
assessment. The Company has retained the services of a Tunisian tax attorney,
who is in the process of appealing this assessment. Based on the tax attorney's
review, approximately $3.1 million dinars ($2.31 million U.S. equivalent, based
on exchange rate on December 15, 2002) of this assessment relates to Tunisian
statutory regulations, which require businesses to maintain original transaction
documents

                                       35
<PAGE>


for Tunisian tax purposes. Samara confiscated the majority of Casino Caraibe's
financial operating and reporting records in December 2000, which records
tracked both loans from the Company to its 85%-owned subsidiary, CRC of Tunisia
as well as purchases made by the Company of equipment, furniture and fixtures
for the sole benefit of CRC of Tunisia, beginning in 1997. Thus, our tax
attorney has recommended CRC of Tunisia operation reserve 1.5 million dinars
($1.11 million U.S. equivalent, based on exchange rate on December 15, 2002) to
satisfy this assessment. $1,572,155 has been accrued for Tunisian slot taxes.
Based on the advice of former counsel, the Company's position was that it was
not subject to a tax on slot revenue under Tunisian gaming law.

     On December 11, 2001 the Company issued a press release and a Form 8-K with
respect to a civil complaint "Kevin M. Kean pltf vs. John J. Pilger; et al,
including BounceBackTechnologies.com dfts", filed by Kevin M Kean in Jackson
County, Mississippi Circuit Court, against the Company and each of the members
of its Board of Directors on November 21, 2001. The Company and members of the
Board petitioned Jackson County Circuit Court for a summary judgment of all
allegations filed by Kean, which motion came before the court on October 11,
2002. On October 28, 2002, the Court granted BounceBackTechnologies.com,Inc. and
members of the Board a Motion for Summary Judgment, which dismissed all of Mr.
Kean's claims against each of the defendants. Additionally, the Company received
on November 28, 2001 from Kevin M. Kean, a shareholder, a notice of demand that
the Board of Directors of the Company initiate actions to rectify alleged wrong
doing committed by certain officers and directors of the Company. The Company's
qualified independent special investigator began to review these claims and
allegations June 2002.



Note 23-Subsequent Events

     The Company is in the process of obtaining $500,000 bridge financing from a
private lender this December 2002 - January 2003. This loan will be used by the
Company to meet its ongoing operating expenses. Per the terms of this draft
transaction, the loan will be payable in full on or before five years from the
date of issuance subject to various prepayment triggers which are outlined
within the terms of the loan agreement. The note due the private lender will be
secured by the Company's corporate guarantee; the stream of payments due the
Company per the terms in the Revised and Restated Termination Agreement by Lakes
Gaming, Inc. (see Note 14 - Advance Deposit) as well as any monetary recovery
awarded the Company from its litigation with Harrah's. Additionally, 150,000
options at a strike price of $.10 per share exercisable for a 5-year period will
be granted to the private lender per the proposed terms of this transaction.

     Per the terms of a renewed lease agreement on the corporate offices located
at 707 Bienville Boulevard, Ocean Springs, MS, the Company issued rent payments
for the months of August, September and October to the lessor totaling 31,818
shares of Company common stock on November 7, 2002.

     The Company received notice on December 18, 2002 of claim by a James Barnes
for alleged breach of contract dated March 10, 1995. Mr. Barnes demands the
Company satisfy, per the terms of this contract regarding the Pokagon Casino
Development, a 5% commission or $500,000. Mr. Barnes's attorney indicates if the
Company is unwilling to settle this claim, Mr. Barnes will proceed to file suit
in Jackson County, MS. The Company believes that there is no merit to Mr.
Barnes' claim, and is prepared to vigorously defend itself.



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

     Given the financial condition of the Company, the Company could not afford
to retain its independent accountant for the audit of the 2002 financial
statements. There was no disagreement with the accountants, and upon the Company
raising additional funds, the Company will engage its independent accountant for
the 2002 audit which will be performed as soon as the Company has the resources
practicably to do it.

                                       36

<PAGE>

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

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information as of September 30, 2002 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 56, has been the Chief Executive Officer and a director
of the Company since 1984, and served as President from 1984 to 1993 and resumed
such role in Fiscal 1995. Mr. Pilger was previously Chairman of the Board until
July 1994 and resumed such role in April 1995. Mr. Pilger oversees all Company
activities including operations, acquisitions, development and construction.
Additionally Mr. Pilger is the Chief Financial Officer of the Company.

     Dennis Evans, age 56, 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 is currently self-employed. 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 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 until September 16, 2002.

     Noreen Pollman, age 54, 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 42, was named Vice President of Entertainment of the
Company on August 1, 1994 until March 2001. He has served as a director of the
Company since March 1995 and from 1987 to 1993. Currently Mr. Allen is
self-employed. Mr. Allen acted as Regional Vice President for On Stage
Entertainment, Inc. from April 2001 to October 2002.

     Jeffrey Abel, age 42, was elected by the Board of Directors on January 2,
2002 to serve as a Class B director until the Shareholder Meeting in 2004 to
fill the vacancy created by Dr. Timothy Murphy's resignation. Mr. Abel served as
Construction Manager for the Company from 1982 until 1992; and Project Manager
of development from 1992-1994. From 1994 to May 1998, Mr. Abel served as
Construction Manager for Grand Casino, overseeing projects in Mississippi and
Louisiana. Currently Mr. Abel is Construction Manager for MGM/Mirage in Biloxi,
Mississippi.

     Jason Pilger, age 28, was elected by the Board of Directors on April 3,
2002 to serve as a Class A director until the annual meeting to be held in 2003,
to fill the vacancy created by John Steiner's resignation. Mr. Jason Pilger is
the oldest son of the Company's CEO, John J. Pilger. Mr. Jason Pilger worked for
the Company between 1996 and 1999 in the Company's project development area.
Since February 1999, Mr. Jason Pilger has worked for a Gulfport, Mississippi
Mitsubishi car dealership of which he is the General Manager.

     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, 2002 all Section 16(a) filing requirements were complied with and filed in a
timely fashion.

                                       37
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

     Summary Compensation Table

     The following table sets forth information concerning the annual and
long-term compensation earned by John J. Pilger, the Named Executive Officer (as
defined below) for services rendered in all capacities to the Company for the
fiscal years ended September 30, 2002, 2001 and 2000 respectively.
<TABLE>
<CAPTION>

                                                   SUMMARY COMPENSATION TABLE

                                                                         Other        Restricted  Securities
                                                                        Annual          Stock     Underlying      All Other
                                 Fiscal    Salary          Bonus         Comp.          Awards      Options     Compensation
Name and Principal Position (1)   Year      ($)             ($)           ($)            ($)          (#)            ($)
---------------------------------------- -----------     -----------   ----------     ----------- ------------  --------------
<S>                             <C>       <C>        <C>    <C>         <C>               <C>         <C>          <C>
John J. Pilger (2)..............  2002      298,741  (8)     -0-         128,516 (9)      -0-         -0-             8,380 (10)
  Chief Executive Officer         2001      268,001  (3)     85,000 (4)   -0-             -0-         -0-           390,306 (5)
                                  2000      253,845  (6)     -0-          -0-             -0-         -0-           165,306 (7)
</TABLE>

1)       Under Securities and Exchange Commission rules, the "Named Executive
         Officers" include (i) each person who served as Chief Executive Officer
         during fiscal 2002, (ii) each person who (a) served as an executive
         officer at September 30, 2002, (b) was among the four most highly paid
         executive officers of the Company, not including the Chief Executive
         Officer, during fiscal 2002 and (c) earned total annual salary and
         bonus compensation in fiscal 2002 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, 2002.

2)       During fiscal 2002, 2001, and 2000, Mr. Pilger received personal
         benefits, the aggregate amount of which did not exceed the lesser of
         $50,000 or 10% of the total annual salary and bonus reported for Mr.
         Pilger in such years.

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

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

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

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

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

8)       Gross salary of $298,747 includes $19,614 for calendar year 2001
         vacation paid in lieu of time off.

9)       Partial pay down of note contractually due Mr. Pilger per the terms of
         his employment agreement.

10)      Includes payment for life insurance premiums totaling $8,380.

                                       38
<PAGE>


EMPLOYMENT AGREEMENTS


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

     On April 3, 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, or if two or more members of the Board assume office
within any period of eighteen months after one or more contested elections; or
(c) a reorganization, or hostile merger or consolidation which results from
either an actual or threatened election contest or actual or threatened
solicitation of proxies; or (d) a complete liquidation or dissolution of the
Company, or the sale or other disposition of all or substantially all of the
assets of the Company, which liquidation, sale or dissolution occurs as a result
of either actual or threatened solicitation of proxies or consents by or on
behalf of persons other than the incumbent Board. The benefits which inure to
Mr. John 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.

     In addition to reaffirming the compensation provisions as set out in the
May 20, 1996 employment agreement, the supplementary employment agreement
provided, among other things, $125,000 incremental compensation be prepaid
annually to Mr. Pilger by CRC of Tunisia or the Company.

     On September 30, 2001 the Company, by unanimous board resolution, entered
into a supplemental agreement to Mr. John Pilger's employment contract. The
intent of the supplemental agreement is to clarify the compensation language
contained within the April 3, 1998 agreement to more accurately depict the
intent of the compensation subsection for accounting purposes.

     On February 7, 2002 the Company and Mr. Pilger amended Mr. Pilger's
employment agreement with the Company to restructure the terms of an arrangement
between Mr. Pilger and the Company, so to extend the period during which a
previous loan by the Company to Mr. Pilger was forgiven.

DIRECTOR COMPENSATION

     Each outside director receives $10,000 per year. Additionally, the Company
granted a total of 30,000 options, 10,000 to each outside director at fair
market value on June 10, 2002.

                                       39
<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 16, 2002, certain
information with respect to each shareholder known to the Company to be the
beneficial owner of more than 5% of its Common Stock, each director, each named
executive officer, and all directors and executive officers of the Company as a
group. Unless otherwise indicated, the address of the people included in the
table is the principal office of the Company and each person named in the table
has sole voting and investment power as to the Common Stock shown.

<TABLE>
<CAPTION>

                                                                Number of Shares              Percentage of
Name of Beneficial Owner                                     Beneficially Owned (1)         Outstanding Shares
----------------------------------------------------------   -----------------------        -------------------
<S>                                                                 <C>                          <C>
John J. Pilger..............................................        1,953,018 (2)                 16.3%
Noreen Pollman..............................................          188,500 (3)                  1.6%
Dennis Evans................................................           85,100 (4)                    *%
Robert J. Allen.............................................          180,338 (5)                  1.5%
Jason Pilger................................................          185,000 (6)                  1.5%
Jeffrey Abel................................................          120,000 (7)                  1.0%
Kevin M. Kean...............................................         1,400,944(8)                 11.7%
All Directors and Executive Officers as a group (6 Persons).         2,711,956(9)                 22.6%

</TABLE>


*Less than 1%

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

2)   Includes 235,000 shares deemed beneficially owned pursuant to current
     exercisable options. Of the shares reflected above 111,000 are registered
     in the name of Mr. Pilger's wife, and 109,000 shares are owned by minor
     children of Mr. Pilger. In addition to the number of shares reflected in
     the table, Mr. Pilger holds irrevocable proxies to vote 1,330,944 shares
     owned by Kevin M. Kean (see Note 8 below), and 175,000 shares owned by
     Richard A. Howarth, Jr., (a former officer of the Company). Mr. Pilger, his
     wife and children have the right to vote a total of 3,458,962 outstanding
     shares or 28.8% of the shares outstanding. Lastly, Mr. Pilger holds 42,000
     additional options for common stock which will vest March 28, 2003 and is
     not reflected in the table above.

3)   Includes 149,000 shares deemed beneficially owned pursuant to current
     exercisable options. Additionally, Ms. Pollman owns 23,500 shares
     beneficially owned pursuant to an option which vests March 28, 2003 and not
     reflected in the table above.

4)   Include 45,000 shares deemed beneficially owned pursuant to current
     exercisable options. Additionally, Mr. Evans owns 23,500 shares deemed
     beneficially owned pursuant to an option which vests March 28, 2003 and not
     reflected in the table above.

5)   Includes 159,000 shares deemed beneficially owned pursuant to current
     exercisable options.

6)   Includes 10,000 shares deemed beneficially owned pursuant to current
     exercisable options.

7)   Includes 80,000 shares deemed beneficially owned pursuant to current
     exercisable options.

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

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

                                       40
<PAGE>

OPTION GRANTS AND EXERCISES

<TABLE>
<CAPTION>


                                             EMPLOYEE OPTION GRANTS IN FISCAL 2002

                                              Underlying Common   Percent to Total Granted   Strike
           Name           Options Granted           Stock                 Employees            Price       Expiration Date
     ------------------ -------------------- -------------------- -------------------------- ----------- ---------------------
<S>                           <C>                  <C>                      <C>                 <C>                 <C>
      John J. Pilger          42,000               42,000                   59.6%               .088          March 2012

</TABLE>

     The following table sets forth with respect to the Named Executive Officers
Information concerning the exercise of stock options during fiscal 2002 and
unexercised options held as of the end of fiscal 2002. The Company has never
granted stock appreciation rights.

<TABLE>
<CAPTION>

                                          AGGREGATED OPTION EXERCISES AND FISCAL 2002
                                                    YEAR-END OPTION VALUES


                                                         NUMBER OF SECURITIES                    VALUE OF UNEXERCISED
                       SHARES                           UNDERLYING UNEXERCISED                     IN-THE-MONEY
                    ACQUIRED ON       VALUE             OPTIONS AT 9/30/02 (#)                  OPTIONS AT 9/30/02 ($)
                      EXERCISE       REALIZED
      NAME              (#)            ($)         UNEXERCISABLE       EXERCISABLE         UNEXERCISABLE       EXERCISABLE
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>           <C>                  <C>                   <C>                <C>
John J. Pilger          -0-            -0-            42,000               235,000              -0-                 94

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Company Loans

     Notes and advances receivable include notes and related interest due from
officers, directors and stockholders totaling $37,513 and $149,948 at September
30, 2002 and 2001.

     Per the terms of the Supplemental Employment Agreement dated April 3, 1998,
the Company had accrued a loan payable to Mr. Pilger totaling $265,000 (interest
included) through December 31, 2001. Upon Mr. John Pilger satisfying a loan due
the Company, (including interest) totaling $44,535.26, the Company owed Mr. John
Pilger the net sum of $220,665. Mr. John Pilger agreed to accept $80,644.74 in
cash and the balance of $140,000 payable in monthly installments of $5,000
principal plus interest, in order to conserve the Company's cash. All balances
due Mr. John Pilger by the Company, per written agreement, will become
immediately due and owing upon a defined event whereby the Company receives more
than $500,000. Mr. Pilger was due, per contract, $125,000 September 30, 2002. In
order to conserve cash, Mr. Pilger has agreed to postpone this payment until a
defined event occurs, whereby the Company receives $500,000 or more.

     Dennis Evans was employed as Vice President of Corporate Marketing and
Consultant to Casino Caraibe in Tunisia, N.A. Per agreement, Mr. Evans agreed to
a 50% reduction in wages, which wage totaling $24,231 becomes payable upon a
deferred event whereby the Company receives $750,000 or more.

     Due to the Company's reduction in business operations, Mr. Evans terminated
his employment relationship this September, 2002. Mr. Evans is an outside
Director.

     Per contract, the Company owes accrued wages totaling $44,320 to Ms.
Pollman as of September 30, 2002. These

                                       41
<PAGE>



wages continue to accrue at a rate of $40/hour according to hours Ms. Pollman
works. All monies accrued will be immediately due and owing per written
agreement, upon occurrence of an event whereby the Company receives $750,000 or
more.

     Relationship with Consultants

     Ms. Pollman terminated her employment relationship in February 1998 and
entered into a Consulting Agreement to provide business and consulting services
to the Company. Ms. Pollman continues to act as Secretary of Company with
responsibility for maintaining the Company's corporate books and records. The
consulting agreement expired February, 2002. The Company and Ms. Pollman have
entered into a revised and amended consulting agreement which renews year to
year, unless 90 days prior written notice is provided by either party beginning
February 15, 2002. Per the terms of this agreement, Ms. Pollman's hourly rate
for consulting services increased from $85 per hour per the prior agreement to
$125 per hour. In order to conserve the Company's cash, Ms. Pollman, per the
terms of the agreement, has consented to accrue $40/hour for each hour worked,
at no interest. All monies accrued will be immediately due and owing per written
agreement, upon occurrence of an event whereby the Company receives $750,000 or
more.

     Robert Allen terminated his employment relationship February 28, 2001 after
approximately 14 years of service and entered into a consulting agreement with
the Company for an 18-month term to provide business and consulting services.
The board-approved consulting agreement provides Mr. Allen fees up to $10,000
per month for his services over an 18-month term, or a total of $180,000. Mr.
Allen subsequently agreed to reduce the monthly payment to $5,000 per month
beginning June 1, 2001 and as of September 30, 2002 agreed to waive the monthly
fee due him until a defined event whereby the Company receives $750,000 or more,
at which time the Company will resume monthly payments of $10,000 until the
balance of $72,500 is paid in full.

     Indemnification of Directors and Officers

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

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

                                       42
<PAGE>

<TABLE>
<CAPTION>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibit No.         Description of Exhibit                    Numbered Pages
--------------------------------------------------------------------------------
<S>      <C>
3.1      Restated Articles of Incorporation of the Company, as amended (2)

3.3      Bylaws of the Company, as amended (3)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                         43
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

10.74    Tunisia Casino License (7)

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

10.77    Kevin Kean Settlement Agreement (8)

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

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

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

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

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

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

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

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

                                                         44
<PAGE>


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

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

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

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

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

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

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

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

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

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

10.122   Renewal of corporate office lease at 707 Bienville Boulevard, Ocean Springs, MS dated May 1, 2002.

</TABLE>


21.1     List of Subsidiaries of Registrant

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

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

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

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

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

                                       45
<PAGE>


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

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

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

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

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

11)      8-K filed August 1, 2000.

12)      8-K filed December 12, 2000.

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

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

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

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

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

18)      10-K exhibit filing regarding 5-year renewal of corporate lease.

99.1     Certification Pursuant to Section 906 of the Sarbane-Oxley Act of
         2002, 18 U.S.C. Section 1350 - Chief Executive Officer and Chief
         Financial Officer

                                       46
<PAGE>



                                   SIGNATURES

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

                                                BOUNCEBACKTECHNOLOGIES.COM, INC.


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

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

                           SIGNATURE AND TITLE

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

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

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

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

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

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

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


                                       47
<PAGE>



                            CERTIFICATION PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002,
                             18 U.S.C. SECTION 1350

        In connection with the Annual Report of BounceBackTechnologies.com, Inc.
(the "Company") on Form 10-KSB for the period ending September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, John J. Pilger, Chief Executive Officer, President and Chairman, and Chief
Financial Officer and Chief Accounting Officer of the Company certify, pursuant
to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss.1350, that:

     (1) The Report fully complies with the requirements of section 13(a) of the
Securities Exchange Act of 1934 except that the 2002 Financial Statements have
not been audited as required; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

                             s/John J. Pilger
                             ----------------
                             John J. Pilger
                             Chief Executive Officer, President and Chairman
                             and Chief Financial Officer and Chief Accounting
                             Officer
                             December 30, 2002

                                       48
<PAGE>


                            CERTIFICATION PURSUANT TO

                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, John J. Pilger, certify that:

         1.       I have reviewed this annual report on Form 10-KSB of
                  BounceBackTechnologies.com, Inc.;

         2.       Based on my knowledge, this annual report does not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  annual report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this annual report, fairly
                  present in all material respects the financial condition,
                  results of operations and cash flows of the registrant as of,
                  and for, the periods presented in this annual report;

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:

                  a.       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this annual
                           report is being prepared;

                  b.       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           annual report (the "Evaluation Date"); and

                  c.       presented in this annual report our conclusions about
                           the effectiveness of the disclosure controls and
                           procedures based on our evaluation as of the
                           Evaluation Date;

         5.       The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function):

                  a.       all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and

                  b.       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
                  indicated in this annual report whether or not there were
                  significant changes in internal controls or in other factors
                  that could significantly affect internal controls subsequent
                  to the date of our most recent evaluation, including any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.

                  Date:  December 30, 2002

                                 s/John J. Pilger
                                 -----------------------------------------------
                                 John J. Pilger
                                 Chief Executive Officer and Principal Financial
                                 Officer

                                       49