FORM 10-KSB
             SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549
    [X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended: 12/31/02
                       OR
    [ ]15,TRANSITION REPORT PURSUANT TO SECTION 13
        OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
        1934
      For the transition period from            to

          Commission file number - 33-98184

         CASINO JOURNAL PUBLISHING GROUP, INC.
                  (Formerly GAMING VENTURE CORP., U.S.A.)
         Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>

                                        <c>
  NEVADA                               22-3378922
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization                           Identification
                                                             Number)

8025 Black Horse Pike, Suite 470,
West Atlantic City, NJ                    08232
 (Address of principal executive offices)                 (Zip Code)
</TABLE>
                  (201) 599-8484
       (Registrant's telephone number, including area code)

Securities registered pursuant to
    Section 12(b) of the Act:          None
Securities registered pursuant  to
     Section 12(g) of the Act:
          Common  Stock, $.001 par value
          Warrants to purchase $.001 par
              value Common Stock

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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Company's knowledge, in
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  ]




<PAGE>2

The Company's revenues for its most recent fiscal year were $7,647,206.
As of December 31, 2002, the market value of the Company's voting $.00l
par value common stock held by non-affiliates of the Company was
$747,815.

The number of shares outstanding of Company's only class of common
stock, as of December 31, 2002 was 6,556,427 shares of its $.001 par
value common stock. Check whether the Issuer has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a plan
confirmed by a court.
Yes  __x__    No _____

No documents are incorporated into the text by reference.

Transitional Small Business Disclosure Format (check one)
 Yes                No     x
     --------          --------



<PAGE>3
                   PART I

ITEM 1.    BUSINESS - General

The Company publishes magazines and newsletters primarily for the U.S.
gaming and lodging industry and its consumers.  It also organized and
sponsored major trade shows and conventions for the gaming, lodging and
leisure industries as well as consumer gaming festivals for specific
resorts or casinos.   Moreover, the Company publishes a mail order-
catalog selling various gaming-related products.   The Company also
furnishes consulting services to companies involved in the gaming and
lodging industries.   The Company is made up of four wholly owned
subsidiaries, Casino Publishing, Inc., Gaming Entertainment
Expositions, Gaming Venture Corp., U.S.A. and Poker Digest, LLC.

Its two most important publications are Casino Player ("CP") and
Strictly Slots ("SS"). CP is devoted principally to consumers of the
gaming industry, and management believes it is the foremost publication
of its kind.   In November of 1998, the Company introduced its newest
monthly magazine, Strictly Slots.    Strictly Slots is a consumer
magazine devoted to the casino gamblers and executives.  Slot machines
now make up over 70% of a casino's gaming space.

Both magazines are high-end, full-color, glossy publications, issued on
a monthly basis with circulations of 100,000 for SS and 200,000 for CP
although actual monthly readerships for both magazines are considered
to be significantly higher.

On a custom-basis the Company has also published magazines for travel-
entertainment trade associations, individual casinos and entertainment
events like concerts directed at their tourists, guests, employees and
others.  Published bi-monthly, monthly or only occasionally, these
magazines included, among others, Nevada Hospitality, Casino Ops, Boyd
Gaming, Pavarotti concerts and generally provide their readers with
information about hotel accommodations, restaurant, entertainment,
Company developments and special promotions.   Also part of its
customized publishing is the Company's production of brochures, direct
mail pieces and directories for such industry conventions and casino
festivals.

The Company issues four newsletters on a daily, weekly or monthly basis
for the gaming industry and its consumers.  These include:

   -   The Gaming Industry Weekly Report,
   -   The Gaming Industry Daily Report,
   -   The Daily Lodging Report and
   -   The Daily Lodging Report Asia Pacific.

Shorter, less elaborate than its magazines and without advertising,
each of these publications has a different orientation yet together
give the Company a more diversified product line.

The Company organized and sponsored five industry-wide trade shows each
year: the American Gaming, Lodging and Leisure Summit in Las Vegas,
Nevada, the Southern Gaming Summit in Biloxi, Mississippi, the Atlantic

<PAGE>4

City Chamber of Commerce Business Expo, the University of Nevada Las
Vegas Casino Ops shows and the Northern Gaming Summit in Detroit,
Michigan.  At these events, products and services related to the
gaming, lodging and leisure industries were exhibited by vendors,
casinos and government/political organizations.  Educational programs
are disseminated through seminars, lectures and speeches.  Special
events are held such as luncheons, cocktail receptions and dinners.

These trade show assets along with Casino Journal and Nevada
Hospitality magazines and National Gaming Summary Newsletter, were sold
to Gem Communications LLC on January 10, 2001.

From time to time, the Company hosts a series of gaming festivals at
specific casinos in Las Vegas, Nevada, Atlantic City, New Jersey or
elsewhere.  At these special events the Company helps a casino attract
and assemble the subscribers of Casino Player and other gambling
customers for a multi-day convention at that casino.  Seminars and
'how-to' sessions to improve ones' gambling skills are conducted by
renowned gambling experts who usually write for the Company
publications.

At December 31, 2002, the Company owns 100% of Poker Digest, LLC, up
from 60% a year ago, the holding company for Poker Digest Magazine, a
bi-weekly magazine focusing on the poker and card club niche market of
the gaming industry, and classic poker cruises, which organizes seven
and ten day poker cruises with existing cruise lines.   In January and
June 2002, the additional 40% of Poker Digest, LLC was acquired by the
Company.  On June 25, 2002, the Company sold the magazine assets of
Poker Digest, LLC.

The Company's mail-order catalog markets gaming-related products, such
as books and manuals for gamblers and industry executives,
instructional video tapes on all casino games, gaming memorabilia like
replica slot machines and decks of playing cards, sporting items signed
by famous athletes, clothing and furnishings with casino logos.  In
1999, the Company launched their Dealers Choice Giftshop on the
Internet.

The Company distributes and sells its magazines by subscription, in
bulk through hotels and casinos, over the Internet and on newsstands;
its newsletters by subscription, and its gaming products through a
direct-mail catalog to subscribers' lists and over the Internet.   Its
convention and festival services are marketed and sold through
subscriber and advertiser lists using direct-mail techniques as well as
over the Internet and through advertisements in its own magazines.

The Company primarily generates revenue from its various activities as
follows:
   -   magazines though subscription charges and advertising fees,
   -   newsletters through subscription charges,
   -   custom magazines through fees charged to individual clients,
   -   conventions through exhibitor, sponsor and attendee fees as well
as sales of directories and other items and



<PAGE>5

   -   festivals through fees charged to attendees or a specific
casino,
   -   mail-order catalog through sales of gaming products.

Subscription charges and advertising fees from SS and CP represent a
substantial portion of the Company's annual revenue.

On January 3, 2003, the Board of Directors approved the spin-off of the
Gaming Venture Corp., U.S.A. subsidiary to its shareholders.  The
Company's shareholders will receive one share of Gaming for every three
shares of Casino Journal Publishing Group, Inc. owned as of the record
date of April 1, 2003.  No fractional shares will be issued.

History

The first issue of Casino Journal was published in 1985 and was devoted
essentially to management and labor issues involving the Atlantic City
casinos.  Gradually, its coverage became more diverse and it grew into
a feature-oriented trade magazine exploring a host of gaming industry
issues---for example, gambling legislation, drug testing, internal
security, casino marketing, game protection.  At the suggestion of
Steve Wynn, then chairman of Mirage Resorts, the Company later started
to publish another version of Casino Journal for the Nevada market.
For a time the Company published two editions of Casino Journal, one
for Atlantic City and the other for the Nevada area.  In 1996, these
two editions were merged, but as early as 1993 they both became glossy,
full-colored magazines.

In 1988, the Company, under a joint venture arrangement with Players
International, commenced publication of The Player magazine.  In 1989,
it purchased the interest of Players International in this magazine
venture and changed its name to Casino Player.  While Casino Journal is
directed at the gaming industry and its operators, regulators and the
investment community, Casino Player targets the industry's consumers
and gambling enthusiasts.

The Company's custom magazine business began in 1992 with the
publication of a annual magazine for the Atlantic City's Showboat, a
casino.  Subsequently, in conjunction with Gelb Productions, it
produced one-time magazines for special events such as Luciano
Pavarotti's Atlantic City and Nevada concerts.  Moreover, since 1994 it
has produced an employee-oriented magazine for Boyd Gaming, now an
operator of as many as twelve casinos in various states.

In 1994 the Company arranged with the Nevada Hotel & Motel Association
and Nevada Restaurant Association to produce their publication, called
'Nevada Hospitality'.  This magazine goes beyond the gaming industry
and covers all tourism, lodging and restaurant operations in Nevada.
Today, Nevada Hospitality is published by the Company on a bi-monthly
basis and distributed throughout the state.

The Company started its newsletter operations in 1993 with the
'National Gaming Summary'.  On a weekly basis, subscribers to this
newsletter receive gaming news and developments on a state-by-state

<PAGE>6

basis.   In 1996 the Company issued its second newsletter--'Atlantic
City Insider' which informs gamblers monthly which casinos in Atlantic
City are offering the best promotions, room rates, discounts and
innovations.  In 1996, the Company assumed operation of 'The Gaming
Marketer' in conjunction with Claridge Casino Marketing Vice President
Howard Klein.  This publication was geared toward marketing
professionals and focuses on marketing trends and developments in the
gaming industry.   Only five issues of this newsletter had been
distributed and the newsletter ceased production in 1997.

From 1993 to 2000, the Company, in association with several other
entities, including Bear Stearns & Lionel, Sawyer and Collins, had
produced the American Gaming, Lodging and Leisure Summit, a trade show
and convention for the gaming, lodging and leisure industry held
annually in Las Vegas, Nevada.  From 1994 to 2000, it had sponsored
Southern Gaming Summit, under a joint venture with the Mississippi
Casino Operators Association, which is an annual trade show and
convention for Southern and Midwestern gaming interests.  From 1998 to
2000, the Company produced the Atlantic City Chamber of Commerce
Business Expo, a yearly conference in conjunction with The Greater
Atlantic City Chamber of Commerce.   The Company also produced the UNLV
Casino Ops conference from 1998 to 2000 with the University of Nevada
Las Vegas' Gaming Institute.  In 1995, the Company began sponsoring
Gaming Festivals at various casinos in Atlantic City and Las Vegas.
The Company's mail-order catalog business commenced in 1993 and
continues to date.

In April of 1998, the Company completed a reverse merger with publicly
held Gaming Venture Corp., U.S.A., a small publishing and consulting
firm.   With the acquisition, the Company acquired 3 newsletters, The
Gaming Industry Weekly Report, The Gaming Industry Daily Report and The
Daily Lodging Report.   The Company also acquired a consulting
business.    Through the reverse merger, the Company began trading
publicly on the NASD Over the Counter Bulletin Board.    In late April
of 1998, the name of the publicly held entity was changed to Casino
Journal Publishing Group, Inc. from Gaming Venture Corp., U.S.A.

In June of 1998, the Company began production of a trade magazine
called Casino Ops.   Casino Ops was produced in conjunction with the
UNLV Casino Ops Conference.    Three issues of Casino Ops were produced
before being part of the trade asset sale to Gem Communications, LLC in
January 2001.

In November of 1998, the Company began production and distribution of a
monthly magazine, Strictly Slots.    Strictly Slots is the Company's
second consumer magazine and has been marketed towards readers of
Casino Player as well as guests of various casino companies throughout
the United States and Canada.

In October of 1999, the Company produced its first Northern Gaming
Summit at the Cobo Conference Center in Detroit, Michigan.   The NGS
gave exhibitors and attendees access to the rapidly expanding gaming



<PAGE>7

industry in the northern regions of North America.   The last NGS was
produced in 2000 but the rights to the show were sold to Gem
Communications, LLC in January 2001.

On July 1, 2000, the Company acquired a 60% interest in Poker Digest,
LLC for 301,500 shares of restricted common stock in a business
combination accounted for under the purchase method of accounting.   In
January 2002, an additional 20% was acquired and in June of 2002, the
remaining 20% was acquired.  The company paid $210,000 in cash to
acquire the remaining 40%.   Poker Digest, LLC is the holding company
for Poker Digest magazine, a biweekly magazine focusing on the poker
and card club niche market of the gaming industry, and Classic Poker
Cruises, which organizes seven- and ten-day poker cruises with existing
cruise lines.  On June 25, 2002, the Company sold the magazine assets
of Poker Digest, LLC for $800,000.  The gain on the sale was
approximately $295,000.  The Company will continue to own and operate
the gambling cruise sponsor business.

On January 10, 2001, the Company sold its trade show and trade
publication assets with a book value of approximately $510,000 to GEM
Communications, LLC for approximately $2,875,000 of cash, exclusive of
related costs and a 10% ownership interest in the purchaser valued at
$1,800,000.

On January 3, 2003, the board of directors approved the spin-off of the
Gaming Venture Corp., U.S.A. subsidiary as a separate company to its
shareholders.  The Company's shareholders will receive one share of
Gaming Venture Corp. for every three shares of Casino Journal
Publishing Group, Inc. that they hold as of the record date of April 1,
2003.  No fractional shares will be issued.   Gaming Venture Corp.,
U.S.A. is the remaining B2B oriented division of CJPG.  The decision to
spin off GVC is primarily due to CJPG's change to a consumer oriented
publishing company.  The GVC unit consists of the remaining newsletter
operations of the company, all B2B publications, and the consulting
business, also B2B.  The board of directors determined that these
operations had become non-core for the company and that GVC's growth
has been constrained due to that.

Upon completion of the spin-off, Company President and CFO Alan Woinski
will resign to become chairman, CEO and President of the spun-off GVC
unit.  Both Mr. Woinski and Kim Woinski will also resign as members of
the Company's board of directors.   Mr. Woinski will remain as a
consultant to the Company for a period of three years.

Upon completion of the spin-off, Adam Fine, current chief operating
officer, will be given the added role of president.  Derek James,
current corporate controller, will become chief financial officer of
the Company.

Industry-Overview

As new legislation and regulations have permitted new casino
destinations and made it easier to expand existing ones, the gaming
market has dramatically increased during the 1990's.   These trends,

<PAGE>8

coupled with a growing population seeking more varied entertainment,
have made gambling an additional source of jobs and tax revenue for
many states.  This growth appears to be continuing.

While the nation's two primary gaming centers, Atlantic City, New
Jersey and Las Vegas, Nevada have functioned for years, new casinos and
hotels are being built in these cities as well.  In addition, casino
gambling has been legitimized in nearly 17 States and along Mississippi
River on riverboats.  A total of 48 states permit casino gaming,
horseracing or a statewide lottery.  In various states, Indian casinos
have been established and, for most part, seem to be popular.  In
Connecticut, in particular, two Indian casinos, Foxwood operated by the
Pequot tribe and Mohegan Sun run by the Mohegan tribe, have become
among the highest revenue producers in U.S casino gambling.   Other
cities and states in the U.S. are considering the legalization of
casino gambling in their locales.  In addition, Internet Gaming has
been increasing around the World.    Much like Indian Gaming, the
legalities of gambling over the Internet have been questioned but it
has not slowed down the tremendous growth that has been achieved by
this part of the industry.

Management believes that the Company's past development has been
directly linked to the growth of the gaming industry.  If that growth
continues, in management's opinion, it may have opportunities for
increased revenue.  However, should industry growth cease or level-off
or new competition emerge, the Company's prospects may be restricted or
diminish.  Industry growth can be negatively impacted by a failure of
government to permit casino gambling in new areas, more restrictive
government regulations on existing locations, a legislative repeal of
gambling licenses in certain locales, or changes in the moral climate
to an anti-gambling bias, thereby promoting governmental bans or cut-
backs or even dampening consumer demand.  There have been bills
submitted which would classify Internet gambling as illegal in the
United States.    No bills have been passed to date, however growth of
this section of the industry can be negatively impacted by the
submission or passage of new bills.

The terrorist attacks of September 11, 2001 had a profoundly negative
impact on the tourist industry.  In addition, the effects of September
11th were also felt by most magazine companies due to immediate declines
in advertising revenue.  In the gambling industry, Las Vegas felt the
largest negative effects from September 11th due to their reliance on
air travel.  The largest casino companies in the United States are
located in Las Vegas and have a large percentage of their business
there.  This decline in business in Las Vegas resulted in wide-spread
layoffs and a decline in capital expenditures and all other budgets
including advertising.  The gambling industry realized, from September
11th, that one of the biggest risk factors for much of the industry is
the air transport system.  Any disruption to air travel can have a
significant and long-lasting negative effect on the industry and as a
result, that same negative effect can occur in the Company's business.



<PAGE>9

PUBLICATIONS & SPECIAL EVENTS

       Proprietary Magazines

The Company publishes 3 of its own gambling-oriented magazines for
gaming consumers and enthusiasts.

         Casino Player

Casino Player is a magazine designed for consumers of the gaming
industry, and management believes it has the largest readership of any
gaming magazine in the nation.  It is generally distributed to frequent
casino gamblers, tourists, gambling enthusiasts and its 80,000 paid
subscribers.  It seeks to create and disseminate gaming information and
statistics for players and visitors to casino destinations ---such as
Atlantic City, Las Vegas, Reno, Mississippi and elsewhere to enable
them to play the games better and take advantage of special situations
and casino promotions in order to save money, achieve better value and
enhance their holiday experience.

The Company has retained a group of professional gamblers and experts
to furnish its readers with gambling strategies and helpful tips on
different games such as slot machines, video poker, keno, blackjack,
roulette.  Moreover, as a portrayer of the gaming lifestyle, the
magazine covers new and established gambling resorts, travel
destinations, gaming news, developments and trends, hotel amenities and
in-depth entertainment interviews, reviews and listings.

Published monthly, this magazine is a full-color, glossy magazine that
usually runs from 100 to 162 pages in each issue.   Actual circulation
approximates 200,000 copies, and total readerships are estimated at
600,000.   So advertising may be specifically tailored to the major
gaming destinations, this magazine has four regional editions and one
national one although the editorial content remains the same for each
edition.

             Strictly Slots

The Company began production and distribution of Strictly Slots
magazine in November of 1998.    Strictly Slots is a monthly
publication geared towards the slot enthusiast casino gambler as well
as executives involved in the slot buying decision-making.    In the
last 5 years, slot machine placements have increased whereby slot
machines now make up 70% of a casino's floor space.    Slot
manufacturers have also produced slot machines which are more
entertainment themed but difficult to initially understand.   In
addition, slot machine manufacturers have increasingly placed these new
machines and also new progressive systems whereby the manufacturer now
participates in the revenue stream these machines create.

While the Company's consumer magazines primarily derived their
advertising revenue from casino's in the past, the revenue
participation by the slot manufacturers opens the door to new
advertising venues with the manufacturers.  Initial circulation of



<PAGE>10

Strictly Slots approached 100,000 monthly.   The Company began an
extensive direct mail marketing campaign in November of 1998 to
increase paid circulation of Strictly Slots.

Many of the writers for Casino Player also write for Strictly Slots.
The magazine contains editorial content from education of the slot
player on all the new slot machines, information on the many marketing
slot clubs around the country as well as amusing and entertaining
columns such as  "Perfectly Frank."   Much of the Company's advertising
and subscription revenue growth has come from this new publication.

Poker Digest

The Company became majority owner of Poker Digest magazine as a result
of the acquisition of 60% of Poker Digest LLC in July of 2000.  In
January and June of 2002, the Company acquired the remaining 40% of
Poker Digest LLC.    Poker Digest magazine is a bi-weekly magazine
designed for poker players and visitors to card clubs in the United
States and Europe and poker rooms at casinos around the world.   Card
clubs exist mainly in California and have recently been added to
parimutuel facilities across the country.   Poker Digest magazine
contains helpful tips and advice, news and events which occur primarily
in the poker universe.   Poker Digest LLC has retained professional
card players and experts to furnish its readers with strategies and
tips on the different games in the poker universe.

The magazine is a full color, glossy magazine that runs from 90 to 110
pages in each issue.   Actual circulation approximates 30,000 copies
with total readership estimated at 100,000.   The magazine is
distributed primarily in poker rooms at casinos, card clubs and at
poker tournaments and also, to a lesser extent, by subscription.

On June 25, 2002, the Company sold the magazine assets of Poker Digest
LLC for $800,000.  The final Poker Digest magazine issue was produced
in July of 2002.

          Custom Magazines

The Company published a series of custom magazines for its clients that
are disseminated to their customers, employees, vendors, or members in
the gaming and hospitality areas.

          Boyd Gaming Magazine

On an annual basis the Company has, in the past published an in-house
magazine for the employees of Boyd Gaming, an operator of 11 casinos in
Nevada, Louisiana, Mississippi and Illinois.  Representatives from Boyd
and the Company plan each issue.  Relevant information is provided by
Boyd to the Company, and its staff assemblies, edits and produces the
magazines that Boyd then distributes.  The magazines focuses on events,



<PAGE>11

philosophies, projects and developments within Boyd's gaming complex
and carries no advertisements from outside vendors.  It is a full-
color, glossy periodical that runs from 64 to 72 pages per issue.  Its
circulation is approximately 10,000, and total readership is estimated
to be 20,000.

              Other Publications

The Company has published other magazines for specific casinos and
entertainment events as well as brochures, direct-mail pieces and
directories for its trade shows and conventions.  In the past it has
published Atlantic City Showboat's in-room magazine for its guests,
Harrah's recent 60th Anniversary Commemorative magazine and Gelb
Productions Luciano Pavarotti's concerts in Atlantic City, New Jersey
and Reno, Nevada.  This type of custom publishing only occurs from time
to time and cannot be relied upon on an on-going basis.

                   Newsletters

The Company publishes five  newsletters related to the gaming and
lodging industries:  Atlantic City Insider, Gaming Industry Weekly
Report, Gaming Industry Daily Report, The Daily Lodging Report Asia
Pacific and The Daily Lodging Report.   None of the newsletters carry
advertising, and all are distributed through subscriptions.

               Atlantic City Insider

This newsletter was published monthly and was directed at the consumer
who visits, or plans to visit, Atlantic City casinos.  Accordingly, it
informed its readership which casinos were offering at different times
the best consumer promotions, cashback, room rates, slot clubs, food
discounts and innovative games.  On occasion, ACI criticized casinos
for poor or inconsistent food, uninteresting entertainment and too
costly games with a low-win percentage.  It also announced the location
of innovative slot machines and compared restaurants, buffets, rooms
and table games common to all Atlantic City casinos. The Company ceased
publication of Atlantic City Insider in June of 2002.

   Gaming Industry Weekly Report, Gaming Industry
   Daily Report, Daily Lodging Report and Daily
   Lodging Report Asia Pacific

As a result of the merger with Gaming Venture Corp., U.S.A., the
Company acquired Gaming Industry Weekly Report, Gaming Industry Daily
Report and Daily Lodging Report, 3 financial newsletters geared to
investors and executives in the Gaming and Lodging Industries.

The Gaming Industry Weekly Report is a five page weekly newsletter that
gives analysis and summaries on the events that occurred in the gaming
industry each week.   Produced weekly, the newsletter is faxed and e-
mailed each Friday as well as US mailed for Monday delivery.   The
newsletter focuses on events that affect investors and executives to
the Gaming Industry and includes a yearly Model Portfolio of gaming
stocks as well as Insider Transactions, news and analysis.

<PAGE>12

The Gaming Industry Daily Report is a daily, one page newsletter which
is faxed or e-mailed each evening to subscribers.    The newsletter is
geared towards the executive or investor who wants the information
quickly.   Each day the newsletter recaps the events and stock price
movements that occurred as related to the gaming industry.

The Daily Lodging Report is produced in an alliance with HVS
International.   Produced in the same format as The Gaming Industry
Daily Report, the one page newsletter is faxed and e-mailed each
evening to investors and executives involved in the hotel and lodging
industry.   Each day the newsletter recaps the events and stock price
movements that occurred as related to the lodging and hotel industry.

The Company plans to introduce additional Daily financial newsletters
for other industries in the future through joint ventures.   The
Company began distribution of The Daily Lodging Report - Asia Pacific
in February 2000 in a venture with HVS International and Hotel Asia
Pacific Magazine.  Hotel Asia Pacific Magazine left the venture in
February of 2001 and at the beginning of 2002, HVS International left
the venture.

Gaming Festivals

In conjunction with and at specific casinos in Atlantic City, New
Jersey and Las Vegas, Nevada, the Company also occasionally sponsors
and organizes gaming festivals utilizing its list of Casino Player
subscribers.  In this regard, such subscribers and other hotel
customers are offered a program specially designed for them at a casino
like the Taj Mahal in Atlantic City.  Gambling experts run how-to
seminars for the attendees providing them with tips and techniques on
playing various casino games.  The sponsoring hotel typically fills
blocks of room through the stays of CP subscribers and its existing
customers during such event.  Moreover, it can expect greater
utilization of its games and other facilities.  To induce better
attendance, the sponsoring hotel frequently offers free tournaments, a
reception and a gala banquet, thereby building customer loyalty,
promoting its casino and generating additional revenue.  The Company is
exploring expanding the Gaming Festival concept to include cruise ship
excursions in partnership with major cruise line operators.

Classic Poker Cruises

The Company became majority owner of Classic Poker Cruises as a result
of the acquisition of 60% of Poker Digest LLC in July of 2000.  Classic
Poker Cruises organizes 3, 7 and 10 day poker cruises on cruise ships
to various destinations around the world on some of the top cruise
ships in the world.   The Company usually organizes 3 to 5 of these
cruises each year, either on their own or in joint ventures with other
poker related organizations.

The Company receives a block of cabins from the cruise line and sells
these cabins to the readers of Poker Digest magazine.   The Company
also uses direct mail to sell these cabins and generates a commission
on the sales.

<PAGE>13

The day the cruise ship departs for its destinations, the Company loads
their own Poker Tables on the ship to a specific designated room.   The
Company also staffs their own Poker Dealers, chips and cards.   Once
the cruise ship is at sea, the Company opens the room to hold low limit
poker tournaments to the guests which have purchased the block of
cabins.    The Company receives 10% of each "pot", up to $4 for each
hand, for hosting these poker tournaments.

The Company has decided to evaluate the world events and economic
situation before deciding on expanding the frequency and marketing of
these cruises in the future.

Merchandising

Casino Player's Gaming MarketPlace is a mail-order catalog sent to over
80,000 CP subscribers, room guests of casino hotels and on the
Internet.  It offers for sale a host of books and instructional
videotapes on all casino games, apparel with gaming logos or motifs,
sport-related items autographed by professional players, and gaming
memorabilia.  Products may be ordered by mail or telephone from the
catalog or over the Internet at the Company's web site.

Trade Assets

On January 10, 2001, the Company sold its trade show and trade
publication assets with a book value of approximately $510,000 to GEM
Communications LLC for approximately $2,875,000 of cash and a 10%
ownership interest in the purchaser then valued at $1,800,000.  The
trade assets consisted of: Casino Journal, Nevada Hospitality and
Casino Ops magazines; National Gaming Summary newsletter and the
Company's various trade shows.

Production of Publications

For each issue of its magazines the Company's editors set the direction
of that issue at editorial meetings, select topics for articles and
editorials, then assigns writers, artwork and photographs.  The Company
uses both on-staff and free-lance writers, as well as contributors from
organizations it serves, many of whom are gambling experts or
knowledgeable in other fields such as investment analysis.   When
articles are submitted, they are edited and the facts are verified by
the editors.  Prior to each issue its staff lays out the art, graphics
and photographs, and the editors review them in conjunction with the
articles and editorials, then makes the necessary changes. Afterwards,
these items are all sent to an outside printer for initial proofs,
later touched up and printed. These printers run thousands of copies of
each issue and arrange, directly or indirectly, for deliveries to
individual subscribers, newsstands, hotels and casinos or associations.
The Company's editors and staff rely heavily on desktop publishing
technology to write, edit, layout and design each issue. Typically,
each magazine issue will take between one week and ten days for the
staff to complete.



<PAGE>14

The production of its newsletters and cruise-oriented brochures are
usually less time-consuming and involves fewer staff members to
produce.  With little graphic art input and no photographs, newsletters
are more editorially intensive than the magazines.  Like the magazines,
however, items and topics in the newsletter are assigned to specific
writers.   Editors subsequently review all copy and make corrections.
The issue is then designed, edited again and sent to outside printers.

Although often containing art, graphics and photographs, the printed
materials used for Summits, Festivals and cruises tend to be less
complicated than either the magazines or newsletters, are usually
shorter, are produced with less frequency and have more lead time.
These materials are prepared in similar fashion to its magazines.

Distribution

The Company distributes its magazines in several different ways.

Copies of Casino Player, Strictly Slots and Poker Digest are mailed
directly to subscribers, including libraries, and are delivered in bulk
to casinos and hotels.  Issues are also delivered and sold in selected
bookstores and newsstands nationwide.

Custom magazines are either mailed directly to specific individuals on
lists provided by clients or are delivered to the client itself for
redistribution.  Company newsletters are mailed, faxed or E-mailed to
its subscribers.

Marketing, Advertisement & Fees

The Company's magazines and newsletters are cross-marketed and sold
through ads in its own publications, over the Internet, by its staff at
conventions, via direct mail and to casino customers in casino
mailings.  Attendance at cruises and conventions sponsored by the
Company are typically marketed to subscribers of its magazines, through
direct mail and by special invitation. Company merchandise is generally
sold by catalog through direct mailings to its magazine subscribers and
over the Internet at the Company's web site.

The Company's in-house sales staff directly solicits advertisers for
its magazines through face-to-face presentations, direct mail and by
telephone.  Typically, advertising rates in the Company's magazines
vary, depending on size of the ad (2/3,1/2, 1/3, 1/6,1/12 page),
frequency of the ad (1,3,6,12 times), number of colors of the ad
(1,2,3, full color).  In Casino Player and Strictly Slots, advertisers
have the choice of having their ads published in any of the four
regional editions, eastern, western, mid-western, southern or in the
national edition.  Advertising rates vary in this magazine with the
region selected.

Subscription rates for its proprietary magazines will depend on the
particular magazine and the length of the subscription: Casino Player:
1 year--- $ 24, 2 years ----$37; Strictly Slots: 1 year -- $24, 2 Years
--- $37; Poker Digest: six months -- $39, 1 year -- $69.    The



<PAGE>15

newsstand price for Casino Player -- $2.95 in U.S. and $4.25 in CDA.
Bulk deliveries to casino hotels are either free or at a negotiated
fixed rate.

Annual subscription rates for the Company's newsletters range from $49
to $595, depending on the specific newsletter.

Competition

In regard to its newsletters, the Company has experienced little
competition.  Two other newsletters, 'Atlantic City Observer' and 'Las
Vegas Advisor', offer some competition to the Company's newsletters.
Each of those competitors tends to target a specific area: 'Las Vegas
Advisor' and 'Atlantic City Observer.'

With regard to its other publications, events and merchandizing, the
Company has either experienced no or minimal competition.

Employees

As of December 31, 2002, the Company had 37 full-time employees
including its officers of whom 3 served as writers and editors, 6 in
arts and graphics, 7 in sales and marketing, 4 in bookkeeping and
accounting, 6 in circulation and customer service and 6 in general
office.  None of its employees are covered by a collective bargaining
agreement.  The Company considers its relationship with its employees
to be satisfactory.

ITEM 2.  PROPERTIES.

As of December 31, 2002 the following table lists the 3 offices by
location which all are leased:
<TABLE>
<CAPTION>
                         Approximate Total     Expiration Date     Approximate Annual
                          Area Leased             of Lease              Rental

                          <c>                     <c>                   <c>
Atlantic City, New Jersey   6,078 sq. ft.       November 30, 2004         $ 82,000 (1)
Las Vegas, Nevada(2)       10,000 sq. ft.         June 2007               $120,000
Paramus, New Jersey (3)     2,000 sq. ft.        January, 2006            $ 24,000
</TABLE>
(1) Includes proportionate cost of utilities, repairs and cleaning.
(2) Leased from Glenn Fine, an officer and director of the Company.
(3) Leased from Lucky Management Corp., a company controlled by Alan
Woinski, an officer and director of the Company.

ITEM 3.    LEGAL PROCEEDINGS.

The Company is not involved in any legal proceedings at this date.



<PAGE>16

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

During the fourth quarter of the fiscal year ended December 31, 2002,
no matters were submitted to a vote of the Company's security holders,
through the solicitation of proxies.

                PART II

ITEM 5.    MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information.    Through the reverse merger, the Company began
trading publicly on the NASD Over the Counter Bulletin Board in April
1998.

The following table sets forth the range of high and low bid quotations
for the Company's common stock for each quarter of the last two fiscal
years, as reported on the NASD Bulletin Board, by Wien Securities, Hill
Thompson, Nite Securities, Paragon, Schwab Capital Markets, Frankel, MH
Meyerson and Goldman Sachs.   The quotations represent inter-dealer
prices without retail markup, markdown or commission, and may not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
        Quarter  Ended                  High Bid               Low Bid
                
                      <c>                       <c>

             3/31/01                     1.75                     1.34
             6/30/01                     2.125                    1.20
             9/30/01                     1.70                      .90
             12/31/01                    1.10                      .74
             3/31/02                     0.92                     0.51
             6/30/02                     0.90                     0.38
             9/30/02                     0.65                     0.40
             12/31/02                    0.51                     0.33
</TABLE>
The approximate number of holders of record of the Company's $.001 par
value common stock, as of December 31, 2002, was 910.   Currently, as
of March 15, 2003, there are approximately 900 holders of record.

Dividends.   Holders of the Company's common stock are entitled to
receive such dividends as may be declared by its Board of Directors.
No dividends on the Company's common stock have ever been paid, and the
Company does not anticipate that dividends will be paid on its common
stock in the foreseeable future.

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

Trends and Uncertainties.     Inasmuch as a major portion of the
Company's activities is the publishing of magazines and newsletters
primarily for the U.S. gaming industry and its consumers, the
organization and sponsorship of poker cruises and conventions for the
gaming industry as well as consumer gaming festivals for specific
resorts or casinos, the publishing of a mail order-catalog selling

<PAGE>17

various gaming-related products, and providing consulting services, the
Company's business operations may be adversely affected by competitors,
prolonged recessionary periods and disruptions in air travel.

Capital and Source of Liquidity.   On April 3, 1998, the Company and
its combined affiliates merged with Gaming Venture Corp., U.S.A., a
Nevada corporation.  The Company and its combined affiliates became
wholly-owned subsidiaries of Gaming, the legal acquiror.   As the
Company's and its combined affiliates' shareholders acquired
approximately 65% of Gaming's outstanding voting shares, the merger was
accounted for as a reverse acquisition of Gaming by the Company, the
accounting acquiror in the transaction.

The total cost of the acquisition was $3,726,235, consisting of the
purchase price of $3,217,468, measure by the 1,608,734 common shares
retained by the Gaming's shareholders at their fair value at the
closing date of $2.00 per share and the value of stock options
($350,000) granted to shareholders of the Company (see Note 5 to the
Audited Financial Statements) plus transaction costs of $158,767.

In 2000, the Company issued 301,500 share of restricted common stock
with a fair value of $480,516 in connection with the acquisition of 60%
ownership of Poker Digest, LLC.   An additional 20% was acquired in
January 2002 and the remaining 20% was acquired in June 2002 for total
cash of $210,000.  In June of 2002, the Company sold the magazine
assets of Poker Digest for $800,000.  The gain on the sale was
approximately $295,000.  The Company will continue to own and operate
the gambling cruise sponsor business.

On January 3, 2003, the board of directors approved the spin-off of the
Gaming Venture Corp., U.S.A. subsidiary as a separate company to its
shareholders.  The Company's shareholders will receive one share of
Gaming Venture Corp., U.S.A. for every three shares of Casino Journal
Publishing Group, Inc. that they hold as of the record date of April 1,
2003.  No fractional shares will be issued.   Gaming Venture Corp.,
U.S.A. is the remaining B2B oriented division of CJPG.  The decision to
spin off GVC is primarily due to CJPG's change to a consumer oriented
publishing company.  The GVC unit consists of the remaining newsletter
operations of the company, all B2B publications, and the consulting
business, also B2B.  The board of directors determined that these
operations had become non-core for the company and that GVC's growth
has been constrained due to that.

Upon completion of the spin-off, Company President and CFO Alan Woinski
will resign to become chairman, CEO and President of the spun-off GVC
unit.  Both Mr. Woinski and Kim Woinski will also resign as members of
the Company's board of directors.   Mr. Woinski will remain as a
consultant to the Company for a period of three years.

Upon completion of the spin-off, Adam Fine, current chief operating
officer, will be given the added role of president.  Derek James,
current corporate controller, will become chief financial officer of
the Company.

<PAGE>18

The Company rents two office facilities from shareholders.  One
facility is occupied pursuant to a ten-year lease which began on June
1, 1997 and requires annual rent payments of $120,000, and the other
facility is occupied pursuant to a five-year lease which began on
January 1, 2001 and requires annual rent payments of $24,000. Total
related party rent expense was $144,000 and $138,000, respectively, for
the years ended December 31, 2002 and 2001.

For the year ended December 31, 2002, the Company had a decrease in
loan receivables from shareholders of $4,806.  The Company purchased
$11,839 worth of property and equipment, and received proceeds from the
sale of marketable securities of $138,710.   The Company made an
additional purchase of Poker Digest, LLC for $210,000 and received
proceeds from the sale of assets of $800,000.  As a result, the Company
had cash flow provided by investing activities of $721,677 for the year
ended December 31, 2002.

For the year ended December 31, 2001, the sale of the Company's trade
show and trade publication assets generated net cash of $2,699,000.
The Company had an increase in loan receivables from shareholders and
related parties of $15,617 and a decrease in loans receivable from
employees of $18,111.   The Company purchased $56,111 worth of
equipment, redeemed a certificate of deposit, mutual funds and other
investments for $369,140 and purchased marketable securities of $24,375
and sold marketable securities of $68,610.  As a result, the Company
had cash flow provided by investing activities of $3,058,958 for the
year ended December 31, 2001.

For the year ended December 31, 2002, the Company repaid notes payable
of $250,000 and made distributions of $15,000 to minority interest
resulting in net cash used in financing activities of $265,000.

For the year ended December 31, 2001, the Company had proceeds from
notes payable of $250,000.   The Company made distributions of $45,366
to minority interest.   The Company repaid its long term debt of
$46,886, repurchased $15,000 of stock from former officer and repaid
$3,000 to an affiliate.  As a result, the Company had net cash flows
from financing activities of $139,778 for the year ended December 31,
2001.

Results of Operations.   The Company had a net loss of $1,983,083 for
the year ended December 31, 2002.   The Company earned revenues of
$7,674,206 of which $667,791 was attributable to Poker Digest, LLC's
magazine division.   The remaining revenues consisted of advertising
revenue of $4,836,733, subscriptions revenue of $2,245,783 and other
revenues, which consisted primarily of consulting fees of $356,780 and
miscellaneous revenues of $234,910.   The Company had direct costs of
$4,052,934 of which $732,710 was attributable to Poker Digest, LLC's
magazine division for the year ended December 31, 2002.   Operating
expenses for the year ended December 31, 2002 were $4,988,755.   These
consisted principally of general and administrative expenses of
$4,470,363 which includes payroll related costs of $2,988,379, postage
of $479,554, travel and entertainment of $129,649, bad debts of
$82,657, occupancy expense of $297,200 and other expenses of $492,924.
Promotion expenses were $349,493 for the year ended December 31, 2002.

<PAGE>19

The Company had a decrease in accounts receivable of $429,022.
Inventories increased $16,641 for the year ended December 31, 2002 and
prepaid expenses decreased by $66,240.  Deferred subscription revenues
decreased $529,172 from the sale of its magazine and newsletter
subscriptions.   The Company had a gain on the sale of asset of
discontinued operations of $294,219.   The Company had depreciation and
amortization of $133,480 for the year ended December 31, 2002.   In
addition, the Company had other noncash adjustments of $727,560 which
consists primarily of provision for doubtful accounts and impairments
of investment and goodwill.   The Company also had an increase in
accounts payable and accrued expenses of $45,297.   Other assets
increased by $1,158 for the year ended December 31, 2002.  Net cash
used in operations for the year ended December 31, 2002 was $1,128,455.

The Company had a net income of $216,638 for the year ended December
31, 2001.   The Company earned revenues of $10,264,802 that consisted
of advertising revenue of $6,689,826, subscriptions revenue of
$2,675,444 and other revenues, which consisted primarily of consulting
fees of $369,862, tradeshow revenues of $240,915 and miscellaneous
revenues of $288,755.   The Company had direct costs of $5,541,677 for
the year ended December 31, 2001.   Operating expenses for the year
ended December 31, 2001 were $6,149,488.   These consisted principally
of general and administrative expenses of $5,545,802 which includes
payroll related costs of $3,481,677, postage of $366,574, travel and
entertainment of $241,763, bad debts of $208,028 occupancy expense of
$300,631 and other nonmaterial expenses of $947,129.   Promotion
expenses were $287,875 for the year ended December 31, 2001.

The Company had a decrease in accounts receivable of $220,255.
Inventories decreased $137 for the year ended December 31, 2001 and
prepaid expenses increased by $106,868.  Deferred subscription revenues
decreased $231,443 from the sale of its magazine and newsletter
subscriptions.   The Company had depreciation and amortization of
$315,811 for the year ended December 31, 2001.   In addition, the
Company had other noncash adjustments of $1,016,695 which consists
primarily of a write down of marketable securities due to a permanent
decline in value, impairment of investment and adjustment of gain on
sale of trade show and trade publication assets.   The Company had
minority interest in loss of $1,675.   The Company had a decrease in
accounts payable and accrued expense of $557,652.   Other assets
increased by $270,701 for the year ended December 31, 2001.   Net cash
used in operations for the year ended December 31, 2001 was $1,748,003.

The Company is seeking to lower its operating expenses while expanding
operations and increasing its customer base and operating revenues.
The Company is focusing on decreasing administrative costs.   However,
increased marketing expenses will probably occur in future periods as
the Company attempts to further increase its marketing and sales
efforts.

Controls and Procedures.   The Chief Executive Officer and the Chief
Financial Officer of the Company have made an evaluation of the
disclosure controls and procedures relating to the annual report on
Form 10KSB for the year ended December 31, 2002 as filed with the

<PAGE>20

Securities and Exchange Commission and have judged such controls and
procedures to be effective as of December 31, 2002 (the evaluation
date).

There have not been any significant changes in the internal controls of
the Company or other factors that could significantly affect internal
controls relating to the Company since the evaluation date.

Current Accounting Issues.   The Company adopted the provisions of SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," which prescribes accounting and reporting standards for
disposal of a business component.  As such, the Company's component
that has been disposed of is presented as discontinued operations for
the year ended December 31, 2002.  The statement of operations for the
year ended December 31, 2002 has been restated for comparative
purposes.

In June 2002, FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS No. 146).   SFAS No.
146 requires that a liability for costs associated with exit or
disposal activities be recognized when the liability is incurred.
Existing generally accepted accounting principles provide for the
recognition of such costs at the date of management's commitment to an
exit plan.   In addition, SFAS No. 146 requires that the liability be
measured at fair value and be adjusted for changes in estimated cash
flows.

The provisions of the new standard are effective for exit or disposal
activities initiated after December 31, 2002.   It is not expected that
SFAS No. 146 will materially affect the financial statements.

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

The response to this item is being submitted as a separate section of
this report beginning on page 22.

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

There have not been any changes in or disagreements with accountants on
accounting and financial disclosure.

                 PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS
           OF THE COMPANY

Identification of Directors and Executive Officers of the Company.
The names, addresses and positions of the present directors and
officers of the Company are set forth below:



<PAGE>21

<TABLE>
<CAPTION>
Name and Address                   Age                Position

                                <c>                  <c>
Glenn Fine                         44          Chairman, CEO & Director

Alan Woinski                       38         President, CFO & Director

Adam Fine                          33                COO, Director

Lisa Robertson                     36          Vice President, Director

Derek James                        45                  Controller

Kim Santangelo-Woinski             39                   Director

Barbara Chan                       57                   Director
</TABLE>
All of the individuals set forth above have been employed by Company as
officers for more than five years except for  Alan Woinski, and Kim
Santangelo-Woinski.     Alan Woinski and Kim Santangelo-Woinski were
the primary shareholders, officers and directors of Gaming Venture
Corp., U.S.A. prior to the merger with the Company.

Resumes.

Alan Woinski  -  Mr. Woinski is currently President and a Director of
the Company.   Mr. Woinski founded The Gaming Industry Weekly Report in
March, 1993, The Gaming Industry Daily Report in August, 1996 and has
been the editor since their inception.   Mr. Woinski was Vice President
of A & E Printing, Inc. from January 1988 to December 1994.  From
January 1995 to July, 1996, Mr. Woinski was President of A & E
Printing, Inc., a commercial printing company.   As Vice-President, Mr.
Woinski was in charge of sales, marketing and production.  As
president, Mr. Woinski's duties were expanded to hiring and firing
personnel, inventory control and overseeing all operations of the
company.    From December 1992 to August 1995, Mr. Woinski was also
President of Lucky Management Corp, an investment advisory firm that
also held interests in other businesses including printing, real
estate, etc.   As president, Mr. Woinski handled all investment
advisory accounts including being the advisor to the Monitrend Gaming
and Leisure fund.    Mr. Woinski served as an advisor for the Monitrend
Gaming and Leisure Mutual Fund from October 1993 to December 1994 and
was Portfolio Manager of the High Rollers Investment Partnership from
December 1992 to October 1993.   Duties as advisor and portfolio
manager included updates on the gaming industry including trend
analysis, technical analysis on securities of companies in the gaming
industry, buy and sell recommendations, etc.   Mr. Woinski graduated
from Hofstra University in 1986.

Kim Santangelo-Woinski   Mrs. Woinski is currently Vice President of a
subsidiary,and  a  Director  of the Company.   Mrs. Woinski was Vice
President of Lucky Management Corp., an investment advisory firm that
also held interests in other businesses including printing, real

<PAGE>22

estate, etc. from December 1992 to August 1995.   Mrs. Woinski was vice
president in charge of all in-house accounting and customer relations
as well as running the entire office including ordering supplies,
equipment, etc.  From January 1992 to January 1994, Mrs. Woinski worked
as operations manager/personal assistant to the President of Tee Dee's,
Inc., a womens clothing manufacturer.   Mrs. Woinski's duties included
office management and personnel supervision.   From 1990 to 1992, Mrs.
Woinski was beverage manager of Waypointe, Inc., and served as beverage
manager of Treadway Inn Hotel from 1989 to 1991.   Her duties as
beverage manager included hiring staff, inventory and overseeing and
filing report for the parent company.

Glenn Fine.  Mr. Fine is Chairman, CEO and a Director of the Company.
Mr. Fine has been Publisher and Chief-Executive-Officer of Casino
Journal Publishing Group since its inception.  Mr. Fine started Casino
Journal Publishing Group in 1984 as a small Atlantic City employee
publication.  He has directed the growth of the Company through its
startup of various new magazines, newsletters and trade shows and
subsequent merger with Gaming Venture Corp., U.S.A. to form Casino
Journal Publishing Group, Inc.

Adam A. Fine.   Mr Fine is COO and a Director of the Company.   Adam
Fine was Chief Operating Officer of Casino Journal Publishing Group
prior to the merger with Gaming Venture Corp., U.S.A.  After attending
Rutgers University, Mr. Fine played a critical role in the development
of Casino Journal Publishing Group from its inception in 1984.  In
addition to serving as Editor-in-Chief of all the groups' publications,
including Casino Journal and Casino Player magazines, he serves also as
Chief Operating Officer, with oversight responsibility for marketing,
circulation, sales, new product development and day-to-day operations.
In 1989, Mr. Fine established Casino Journal's Las Vegas office, which
has since become the nerve center for the Company's editorial and sales
functions.

Lisa Robertson.   Ms. Robertson is VP and a Director of the Company.
Ms. Robertson is Vice President/Creative Director of Casino Journal
Publishing Group, Inc.  Before joining Casino Journal Publishing Group
in 1988, she served as production director for the Times Beacon
Newspapers of Ocean County, New Jersey.  As Vice President in charge of
Casino Journal's creative services, Ms. Robertson directs the Company's
art department and coordinates the production schedules for all its
publications, as well as the design and production of corporate direct
mail and promotional materials.  She has also played a key role in the
development of Gaming Entertainment Expositions Inc., the Company's
tradeshow division.

Barbara Chan has served as Vice President of Marketing for CJPG since
January 1998. Prior to joining CJPG, Chan held the position of Vice
President of Marketing for Resorts Casino Hotel in Atlantic City, New
Jersey for four and half years and was responsible for all areas of
marketing including direct mail, promotions, advertising, public
relations and entertainment. Before joining Resorts, Chan spent 13
years with Harrah's Casino in Atlantic City and held various senior
marketing positions including Director of Special Events and

<PAGE>23

Promotions, a position she held for six years prior to leaving the
company to join Resorts.  Chan holds a B.S. in English and
Communications for Rowan University in Glassboro, NJ.

All directors will serve on the Board of Directors until the next
annual meeting of the shareholders of Company, or until their
successors have been duly elected and qualified.  Officers serve at the
discretion of the Board of Directors.

Directorships.   No director or nominee for director holds a
directorship in any other company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of
1940.

ITEM 10.   EXECUTIVE COMPENSATION

In April of 1998, the Company entered into five-year employment
contracts with Messr Fines, Woinski and Gros (who resigned in December
2000) and Ms. Robertson in which they will serve as officers.  Their
annual base salaries will range from $150,000 to $525,000 and they will
be entitled to increases of 10% in the second through fifth year.
Under the agreement, they may also receive additional unspecified
bonuses.  Such bonuses shall be determined by the independent members
of the Board of Directors who shall take into account their individual
performances in making such determination.   They will be subject to a
one-year covenant-not-to-compete with the Company that begins at the
end of the term of such agreements.    Mr. Woinski was paid $246,400
and $330,000 for the years ended December 31, 2002 and 2001,
respectively, as an officer of the Company.  Glenn Fine was paid
$565,675 and $891,000 in 2002 and 2001, respectively.   Adam Fine was
paid $319,917 and $485,000 in 2002 and 2001, respectively.   Included
in Messr. Fines compensation in 2001 and 2002 is a consulting fee of
$6,250 each per month earned from a consulting agreement in connection
with the sale of trade show assets to Gem Communications, LLC.   Lisa
Robertson was paid $159,225 and $194,000 in 2002 and 2001,
respectively.   Barbara Chan was paid $163,750 and $149,021 in 2002 and
2001, respectively.

Mr. Woinski holds in the aggregate five-year options to purchase
350,000 shares of the Company's Common Stock at an exercise price of
$2.40625 per share which vest at a rate of 20% per year, as long as he
is employed by the Company.   The fair value of options granted was
$124,940 for each of the two years ended December 31, 2002 and 2001.

Except as discussed above, none of the other officers and/or directors
receive any compensation for their services and there are not plans to
pay any such compensation in the near future.    All officers and
directors are, however, reimbursed for expenses incurred on behalf of
Company.



<PAGE>24

The Company presently has a 401(k) plan available to its employees and
pays one-half of health insurance offered to employees.   The Company
presently has no other pension, health, stock option, annuity, bonus,
insurance, profit-sharing or other similar benefit plans; however,
Company may adopt such plans in the future.  There are presently no
personal benefits available for directors, officers or employees of
Company.

If any of the five key employees are terminated without cause, they are
entitled to eighteen months severance pay. There is no other plan or
arrangement with respect to compensation received or that may be
received by the executive officers in the event of termination of
employment or in the event of a change in responsibilities following a
change in control. The Company has a five year key man insurance policy
on Alan Woinski beginning in May 1998 for $2,000,000.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following tables list the Company's stockholders who, to the best
of the Company's knowledge, own of record or, to the Company's
knowledge, beneficially, more than 5% of the Company's outstanding
Common Stock; the total number of shares of the Company's Common Stock
beneficially owned by each Director; and the total number of shares of
the Company's Common Stock beneficially owned by the Directors and
elected officers of the Company, as a group as of December 31, 2002.
<TABLE>
<CAPTION>
                                                               Percentage of
                                           Number & Class     Outstanding
Name and Address                             of Shares       Common Shares

                                                 <c>             <c>

Alan Woinski                               720,500 (1)(2)         10.97%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232

Lucky Management Corp.                     720,500(1)(2)          10.97%
P.O. Box 1396
Paramus, NJ 07653

Kim Santangelo-Woinski                     720,500(1)(2)          10.97%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232

Glenn Fine                                    2,872,078           43.74%
5240 Southeastern
Las Vegas, NV 89119

Adam Fine                                       630,915            9.61%
5240 Southeastern
Las Vegas, NV 89119



<PAGE>25

Lisa Robertson                                  375,000            5.71%
5240 Southeastern
Las Vegas, NV 89119

Barbara Chan                                          0            0.0%


All Directors & Officers
as a group (5 persons)                       4,598,493           70.03%
</TABLE>

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable community property laws.

(2)Includes Lucky Management Corp., Alan Woinski, the principal
shareholder thereof, and Kim Santangelo-Woinski, who is married to Mr.
Woinski, who together constitute a "group," as that term is defined in
Section 13D of the Securities Exchange Act of 1934, as amended.

The Board of Directors and shareholders have approved a Non-Statutory
Stock Option Plan to attract and retain persons of experience and
ability and whose services are considered valuable and to encourage the
sense of proprietorship in such persons and to stimulate the active
interest of such persons in the development and success of the
Corporation.

1.       Persons Eligible to Participate in Non-Statutory Stock Option
Plan.
The persons eligible for participation in the Plan as recipients of
Non-statutory Stock Options shall include full-time and part-time
employees (as determined by the Committee) and officers of the Company
or of an Affiliated Corporation.    In addition, directors of the
Company or any Affiliated Corporation who are not employees of the
Company or an Affiliated Corporation and any attorney, consultant or
other adviser to the Company or any Affiliated Corporation shall be
eligible to participate in the Plan.  For all purposes of the Plan, any
director who is not also a common law employee and is granted an option
under the Plan shall be considered an "employee" until the effective
date of the director's resignation or removal from the Board of
Directors, including removal due to death or disability.  The Committee
shall have full power to designate, from among eligible individuals,
the persons to whom NSOs may be granted.  A person who has been granted
an NSO may be granted an additional NSO or NSOs, if the Committee shall
so determine.   The granting of an NSO shall not be construed as a
contract of employment or as entitling the recipient thereof to any
rights of continued employment.


<PAGE>26

2.        Stock Reserved for the Plan.   Subject to adjustment, a total
of 1,200,000 shares of Common Stock, $.001 par value per share, of the
Company shall be subject to the Plan.  The Stock subject to the Plan
shall consist of unissued shares or previously issued shares reacquired
and held by the Company or any Affiliated Corporation, and such amount
of shares shall be and is hereby reserved for sale for such purpose.
Any of such shares which may remain unsold and which are not subject to
outstanding NSOs at the termination of the Plan shall cease to be
reserved for the purpose of the Plan, but until termination of the
Plan, the Company shall at all times reserve a sufficient number of
shares to meet the requirements of the Plan.  Should any NSO expire or
be canceled prior to its exercise in full, the unexercised shares
theretofore subject to such NSO may again be subjected to an NSO under
the Plan.

3.      Option Price.   The purchase price of each share of Stock
placed under NSO shall not be less than Eighty Five percent (85%) of
the fair market value of such share on the date the NSO is granted.
The fair market value of a share on a particular date shall be deemed
to be the average of either
   -   the highest and lowest prices at which shares were sold on the
date of grant, if traded on a national securities exchange,
   -   the high and low prices reported in the consolidated reporting
system, if traded on a "last sale reported" system, such as NASDAQ, for
over the counter securities, or
   -   the high bid and high asked price for other over-the-counter
securities.  If no transactions in the Stock occur on the date of
grant, the fair market value shall be determined as of the next
earliest day for which reports or quotations are available.

If the common shares are not then quoted on any exchange or in any
quotation medium at the time the option is granted, then the Board of
Directors or Committee will use its discretion in selecting a good
faith value believed to represent fair market value based on factors
then known to them.   The cash proceeds from the sale of Stock are to
be added to the general funds of the Company.

4.  Exercise Period.   (a) The NSO exercise period shall be a term of
not more than ten (10) years from the date of granting of each NSO and
shall automatically terminate:

     (i) Upon termination of the optionee's employment with the Company
for cause;

     (ii) At the expiration of twelve (12) months from the date of
termination of the optionee's employment with the Company for any
reason other than  death,  without  cause;  provided, that if the
optionee dies within such nine-month period,  subclause  (iii)  below
shall  apply;  or
     (iii)  At the expiration of fifteen (15) months after the date of
death  of  the  optionee.

 (b)      "Employment with the Company" as used in the Plan shall
include employment with any Affiliated Corporation, and NSOs granted
under the Plan shall not be affected by an employee's transfer of

<PAGE>27

employment among the Company and any Parent or Subsidiary thereof.  An
optionee's employment with the Company shall not be deemed interrupted
or terminated by a bona fide leave of absence (such as sabbatical leave
or employment by the Government) duly approved, military leave or sick
leave.

The following options and warrants are currently issued to officers and
directors of the Company.

Alan Woinski  - 350,000 options to purchase Common Shares at $2.4062 of
which 332,500 have vested.

Expiration date is April 2003.

Board of Directors Compensation.  Members of the Board of Directors may
receive an amount yet to be determined annually for their participation
and will be required to attend a minimum of four meetings per fiscal
year.  All expenses for meeting attendance or out of pocket expenses
connected directly with their Board representation will be reimbursed
by the Corporation. Director liability insurance may be provided to all
members of the Board of Directors.    No differentiation is made in the
compensation of "outside directors" and those officers of the
Corporation serving in that capacity.

There is no plan or arrangement with respect to compensation received
or that may be received by the executive officers in the event of
termination of employment or in the event of a change in
responsibilities following a change in control.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company rents two office facilities from shareholders.  One
facility is occupied pursuant to a ten-year lease, which began on June
1, 1997 and requires annual rent payments of $120,000, and the other
facility is occupied pursuant to a five year lease which began on
January 1, 1996 (and subsequently renewed in January 2001 for another
five years) and requires annual rent payments of between $18,000 and
$24,000.  Total related party rent expense was $144,000 and $138,000
for the years ended December 31, 2002 and 2001, respectively.




<PAGE>28

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

     (A)    FINANCIAL STATEMENTS AND SCHEDULES

The following financial statements and schedules are filed as part of
this report:

Independent Auditors' Report
Consolidated Financial Statements
   Balance Sheet at December 31, 2002             2
   Statement of Operations
      Years Ended December 31, 2002 and 2001      3
   Statement of Comprehensive Income (Loss)
      Years Ended December 31, 2002 and 2001      4
   Statement of Changes in Shareholders' Equity
      Years Ended December 31, 2002 and 2001      5
   Statement of Cash Flows
      Years Ended December 31, 2002 and 2001    6-7
   Notes to Consolidated Financial Statements  8-18

Schedules Omitted:    All schedules other than those shown have been
omitted because they are not applicable, not required, or the required
information is shown in the financial  statements  or  notes  thereto.



<PAGE>29

FRIEDMAN
ALPREN &
GREEN LLP
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
1700 BROADWAY
NEW YORK, NY 10019
212-842-7000
FAX 212-842-7001
www.nyccpas.com


INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF CASINO JOURNAL PUBLISHING GROUP, INC.


     We have audited the accompanying consolidated balance sheet of
CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES as of December
31, 2002, and the related consolidated statements of operations,
comprehensive income (loss), changes in shareholders' equity and cash
flows for the years ended December 31, 2002 and 2001.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

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

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES as of
December 31, 2002, and the results of their operations and their cash
flows for the years ended December 31, 2002 and 2001 in conformity with
accounting principles generally accepted in the United States of
America.


     Friedman Alpren & Green LLP

New York, New York
February 24, 2003




<PAGE>30
            CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2002

                      ASSETS
                      ------
<TABLE>
<CAPTION>
Current assets

                                                              <c>
 Cash                                                         $ 1,497,313
 Accounts receivable, net of allowance for doubtful accounts
  of $51,522                                                      806,948
 Investment in marketable securities                              136,970
 Inventories                                                       84,697
 Loans receivable, shareholders                                   164,957
 Prepaid expenses and other current assets                         69,697
                                                              -----------
        Total current assets                                    2,760,582

Property and equipment - at cost, less accumulated
 depreciation and amortization                                     51,329

Investment in Gem Communications, LLC                                   -
Goodwill                                                        1,371,699
Loans receivable, shareholders and related parties                324,831
Deferred income taxes                                              98,000
Other assets                                                       39,046
                                                              -----------
                                                              $ 4,645,487
                                                              ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current liabilities
 Note payable                                                 $   250,000
 Accounts payable and accrued expenses                          1,437,863
 Current portion of deferred subscription revenues                307,219
 Due to affiliate                                                   4,000
                                                              -----------
        Total current liabilities                               1,999,082

Deferred subscription revenues, less current portion              218,486
Deferred income taxes                                             351,000
                                                              -----------
                                                                2,568,568
                                                              ------------
Shareholders' equity
 Common stock, $.001 par value; 50,000,000 shares authorized,
 6,832,734 shares issued and 6,566,427 shares outstanding           6,832
 Additional paid-in capital                                     6,658,857
 Accumulated deficit                                           (3,739,359)
 Accumulated unrealized loss on investments                      (457,494)



<PAGE>31

Common stock in treasury, at cost, 266,307 shares               (391,917)
                                                              ----------
                                                                2,076,919
                                                              -----------
                                                              $ 4,645,487
                                                              ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements




<PAGE>32
           CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF OPERATIONS
                   YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                    2002          2001
                                                ------------  ------------

                                                 <c>            <c>
Revenues
  Advertising                                  $ 4,168,942    $ 5,492,747
  Subscriptions                                  2,245,783      2,675,444
  Trade shows                                            -        240,915
  Consulting                                       175,600        369,862
  Other                                            416,090        288,754
                                                ----------    -----------
                                                 7,006,415      9,067,722
                                                ----------    -----------
Direct costs
  Printing                                       1,489,379      2,262,254
  Production                                       324,809        524,006
  Postage                                          525,978        569,765
  Distribution                                     532,871        367,900
  Commissions                                      158,143        449,893
  Outside writers                                  172,308        197,709
  Other                                            116,536        101,746
                                               -----------    -----------
                                                 3,320,024      4,473,273
                                               -----------    -----------
        Gross profit                             3,686,391      4,594,449
                                               -----------    ------------
Operating expenses
  Promotion                                        276,704        175,058
  General and administrative                     4,258,428      5,194,810
  Depreciation and amortization                    133,480        315,811
                                               -----------    -----------
                                                 4,668,612      5,685,679
                                               -----------    -----------
        Operating loss                            (982,221)    (1,091,230)
                                               ------------   -----------
Other income (expense)
  Gain on sale of assets                                 -      3,922,236
  Impairment of investment                        (900,000)      (900,000)
  Impairment of goodwill                           (89,256)           -
  Permanent decline in available-for-sale
    Securities                                           -     (1,082,500)
  Gain (loss) on sale of securities                 79,079        (89,840)
  Interest and dividend income                      23,606         86,660
  Interest expense                                 (35,439)       (29,248)
  Miscellaneous                                    (21,762)             -
                                               -----------     ----------
                                                  (943,772)     1,907,308
                                               -----------     ----------
        Income (loss) from continuing operations
          before income taxes and
          minority interest                     (1,925,993)       816,078

<PAGE>33

Income taxes                                         1,466        265,982
                                               -----------    -----------
        Income (loss) from continuing operations
          before minority interest              (1,927,459)       550,096
Minority interest in earning                             -          1,675
                                               -----------    -----------
        Net income (loss) from continuing
          operations                            (1,927,459)       551,771
                                               -----------    -----------
Discontinued operations
  Loss from operations                            (349,843)      (335,133)
  Gain on disposal of assets                       294,219            -
                                               -----------    -----------
                                                   (55,624)      (335,133)
                                               ------------   -----------
        Net income (loss)                      $(1,983,083)   $   216,638
                                               ===========    ===========
Basic and diluted income (loss) per share
  Continuing operations                        $      (.29)   $       .08
                                               ===========    ===========
  Discontinued operations                      $      (.01)   $      (.05)
                                               ===========    ===========
Net income (loss)                              $      (.30)   $       .03
                                               ===========    ===========
Shares used in the calculation of income
 (loss) per share                                6,616,016      6,702,359
                                               ===========    ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.




<PAGE>34
                CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
                        YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
2002          2001
                                               ------------   ------------

                                                  <c>          <c>
Net income (loss)                              $(1,983,083)   $   216,638
                                               -----------    -----------
Unrealized holding gain (loss) on
   investment arising during the year               46,601        (50,734)
Reclassification adjustment for gains (losses)
   included in net income (loss)                    (4,126)        89,840
                                               -----------    -----------
Other comprehensive income                          42,475         39,106
                                               -----------    -----------
Comprehensive income (loss)                    $(1,940,608)   $   255,744
                                               ===========    ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.



<PAGE>35

                CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                        YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                                  Additional
                                            Common Stock            Paid-In
                                        Shares        Amount        Capital
                                      ---------     ----------    ------------

                                      <c>          <c>             <c>
Balance January 1, 2001               6,711,427     $    6,807     $ 6,625,167

Issuance of common stock in
  connection with sale of trade
  show and publication                   25,000             25         33,690
Purchase of treasury shares             (80,000)             -              -
Repurchase of shares from former
  Officer                               (10,000)             -              -
Net Income                                    -              -              -
Reclassification adjustment for gains
   included in net income                     -              -              -
Unrealized holding loss on investments
   arising during the year                    -              -              -
                                      ---------     ----------     ----------
Balance December 31, 2001             6,646,427          6,832       6,658,857
Purchase of treasury shares             (80,000)           -              -
Net income                                    -              -              -
Distribution to minority interest
Reclassification adjustment for losses
   included in net loss
Unrealized holding gain on investments
   Arising during the year                    -              -               -
                                      ---------     ----------     -----------
Balance, December 31, 2002            6,566,427     $    6,832     $ 6,658,857
                                      =========     ==========     ===========
</TABLE>




<PAGE>36

      CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES continued
          CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                    YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                     Accumulated
                                        Treasury  Unrealized Loss   Accumulated
                                          Stock     on Investments    Deficit
                                       ---------- ----------------- ------------

                                       <c>          <c>              <c>
Balance January 1, 2001                $(209,517)   $ (539,075)    $(1,957,914)
Issuance of common stock in
  connection with sale of trade
  show and publication                         -                             -
Purchase of treasury shares             (120,000)            -               -
Repurchase of shares from former
  Officer                                (15,000)            -               -
Net Income                                     -                       216,638
Reclassification adjustment for gains
   included in net income                      -        89,840               -
Unrealized holding loss on investments
   arising during the year                     -       (50,734)              -
                                       ----------   -----------    -----------
Balance December 31, 2001                344,517)     (499,969)     (1,741,276)
Purchase of treasury shares              (47,400)            -               -
Net loss                                       -             -       (1,983,083)
Distribution to minority interest              -             -          (15,000)
Reclassification adjustment for losses
   Included in net loss                        -        (4,126)               -
Unrealized holding gain on investments
   Arising during the year                     -        46,601                -
                                       ---------     ---------       ----------
Balance, December 31, 2002           $  (391,917)     (457,494)     $(3,739,359)
                                      ==========    ==========      ===========
</TABLE>

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




<PAGE>37

          CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                   2002           2001
                                               ------------   ----------

                                                 <c>           <c>
Cash flows from operating activities
 Net income (loss)                            $ (1,983,083) $     216,638
 Adjustments to reconcile net income(loss)
 to net cash used in operating activities
   Impairment of investment                        900,000        900,000
   Impairment of goodwill                           89,256              -
   Provision for doubtful accounts                 178,157        208,028
   Loss (gain) on sale of securities               (79,079)        89,840
   Marketable securities received for
   consulting services to be rendered               16,200              -
   Depreciation and amortization                   133,480        315,811
   Noncash adjustment to marketable securities     (82,755)             -
   Deferred taxes                                        -        253,000
   Minority interest in (earnings) loss                  -         (1,675)
   Interest earned on certificate of deposit             -         56,362
   Gain on sale of asset of discontinued
    operations                                    (294,219)             -
   Gain on sale of trade show and trade
    publication assets                                   -     (3,922,236)
   Permanent decline in value of marketable
    securities                                           -      1,082,500
   Changes in assets and liabilities
    Accounts receivable                            429,022        220,255
    Inventories                                    (16,641)           137
    Prepaid expenses                                66,240       (106,868)
    Other assets                                    (1,158)      (270,701)
    Accounts payable and accrued expenses           45,297       (557,651)
    Deferred subscription revenues                (529,172)      (231,443)
                                                ----------    -----------
     Net cash used in operating activities      (1,128,455)    (1,748,003)
                                                ----------     ----------
Cash flows from investing activities
 Additions to property and equipment               (11,839)       (56,111)
 Redemption of certificate of deposit                    -        198,952
 Redemption of mutual funds and other investments        -        170,188
 Proceeds from sale of marketable securities       138,710         68,810
 Investment in marketable securities                     -        (24,375)
 Loans receivable, employees                             -         18,111
 Loans receivable, shareholders                      4,806        (15,617)
 Proceeds from sale of assets                      800,000      2,699,000
 Additional purchase of Poker Digest, LLC         (210,000)             -
                                                 ---------      ---------
     Net cash provided by investing activities     721,677      3,058,958
                                                ----------    -----------



<PAGE>38

Cash flows from financing activities
  Notes payable, bank                           $ (250,000)   $   250,000
  Repurchase of stock from former officer                -        (15,000)
  Repayments of long-term debt                           -        (46,886)
  Due to affiliate                                       -         (3,000)
  Distributions paid to minority interest          (15,000)       (45,336)
                                                ----------    -----------
     Net cash provided by (used in) financing
       activities                                 (265,000)       139,778
                                                ----------    -----------
Net increase (decrease) in cash                   (671,778)     1,450,733
Cash, beginning of year                          2,169,091        718,358
                                               ----------     -----------
Cash, end of year                              $ 1,497,313    $ 2,169,091
                                               ===========    ===========
Supplemental cash flow disclosures
  Interest paid                                 $   26,221    $    29,248
  Income taxes paid                                  1,466         61,698
Noncash investing and financing activities
  Treasury stock reacquired to settle
    shareholders' loans receivable                  47,400        120,000
  Issuance of common stock for services                -           33,715
  Disposal of goodwill in connection with
  Discontinued operations                          505,781              -
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.




<PAGE>39

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company, with offices in Las Vegas, Nevada, Atlantic City, New
Jersey and Paramus, New Jersey, publishes consumer gaming magazines and
gaming industry trade publications.

On April 3, 1998, the Company and its combined affiliates merged with
Gaming Venture Corp., U.S.A., a Nevada corporation ("Gaming").  The
Company and its combined affiliates became wholly owned subsidiaries of
Gaming, the legal acquiror.  As the shareholders of the Company and its
combined affiliates acquired approximately 65% of Gaming's outstanding
voting shares, the merger was accounted for as a reverse acquisition of
Gaming by the Company, the accounting acquiror in the transaction.
Simultaneous with the acquisition, Gaming changed its name to Casino
Journal Publishing Group, Inc. ("CJPG").

On January 3, 2003 the Board of Directors approved the spin-off of
Gaming, as a separate company.   The Company's shareholders will receive
one share of Gaming for every three shares of CJPG owned as of the
record date.  The spin-off is expected to be on April 1, 2003.  The
total assets of Gaming at December 31, 2002 were approximately $631,000,
of which $558,000 was in cash and investment in marketable securities.
Gaming also had approximately $66,000 in total liabilities, which
consisted of deferred revenues.

On January 10, 2001, the Company sold its trade show and trade
publication assets for approximately $2,700,000 of cash, net of
expenses, and a 10% ownership interest in the purchaser then valued at
$1,800,000.  The gain on the sale was approximately $4,000,000.  The 10%
investment in Gem Communications, LLC is accounted for using the cost
method of accounting.  The management of the Company has determined that
impairment losses on the investment of $900,000 was required for each of
the years ended December 31, 2002 and 2001, which was 100% of the
original cost.

On July 1, 2000, the Company acquired a 60% interest in Poker Digest,
LLC.  The remaining 40% interests were acquired in 2002, for a total
cost of $690,000. Poker Digest LLC publishes the Poker Digest Magazine
and sponsors gambling cruises.

On June 25, 2002 the Company sold the magazine assets of Poker Digest,
LLC for $800,000. The gain on the sale was approximately $295,000. The
Company will continue to own and operate the gambling cruise sponsor
business.





<PAGE>40

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Presentation

The accompanying consolidated financial statements include the accounts
of the Company and all of its wholly owned and majority owned
subsidiaries.  All significant intercompany transactions and balances
have been eliminated.

Use of Estimates

Management uses estimates and assumptions in preparing financial
statements.  Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses.

Minority Interest

As discussed above, the Company had a 60% ownership interest in Poker
Digest, LLC at December 31, 2001. The accumulated deficits of the
minority interest exceeded the minority interest in the equity as of
December 31, 2001 by approximately $55,000.  The Company recognized the
losses in excess of the minority interests in the statement of
operations for the year ended December 31, 2001.

Investment in Available-for-Sale Securities

Investments, consisting of equity securities, are classified as
available-for-sale securities and are carried at fair value.
Unrealized gains and losses are reported as a separate component of
stockholders' equity, net of applicable income taxes.  During the year
ended December 31, 2001, the Company recorded a loss on certain equity
investments of $1,082,500, as a result of declines in value deemed to
be other than temporary.  The Company disposed of these investments
during the first quarter of 2002 for a nominal amount.  Net unrealized
gain (loss) on the remaining equity investments at December 31, 2002
and 2001 are presented as other comprehensive income (loss) and as a
component of shareholders' equity.

Comprehensive Income (Loss)

Comprehensive income (loss) is the total of (1) net income (loss) plus
(2) all other changes in net assets arising from nonowner sources,
which are referred to as other comprehensive income (loss).  Other
comprehensive income (loss) consists of net unrealized losses from
marketable securities and reclassification adjustment for recognition
of previously unrealized losses.  The Company has presented a separate
statement of comprehensive income (loss).



<PAGE>41

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories

Inventories, which consist principally of books and video tapes on the
gaming industry, are stated at the lower of cost (first-in, first-out)
or market.

Advertising

Advertising costs generally are expensed as incurred.  Promotion and
advertising were $349,493 and $287,875, respectively, for the years
ended December 31, 2002 and 2001 (see Note 9).

Property and Equipment

Property and equipment are carried at cost.  Depreciation is computed on
the straight-line and accelerated methods over the estimated useful
lives of the assets.  Leasehold improvements are amortized over the term
of the lease.

During 2002, the Company abandoned certain property and equipment. This
transaction had the effect of increasing net loss for 2002 by $35,842.

Concentrations of Credit Risk

At December 31, 2002, the Company maintained cash balances in banks and
brokerage firms.  Balances are insured for up to $100,000 by the Federal
Deposit Insurance Corporation.  At times, balances may exceed such
insurance limits.  The Company believes it mitigates its risk by banking
with major financial institutions.

Fair Value of Financial Instruments

The fair values of loans receivable and the note payable approximate
their carrying amounts.

Goodwill

Goodwill represents cost in excess of fair value of net assets acquired
in merger transactions and was being amortized over 10 to 15 years.   In
accordance with Statement of Financial Accounting Standards No. 142
("FASB 142"), "Goodwill and Other Intangible Assets", amortization of
goodwill is no longer permitted, effective January 1, 2002.  In
conjunction with the adoption of Statement No. 142, the Company
completed the initial valuation analysis required by the transitional
goodwill impairment test, which indicated that the goodwill was not
impaired.   Also, the Company assesses the impairment of goodwill on an
annual basis or whenever events or changes in circumstances indicate
that the fair value of the reporting unit to which goodwill relates is
less than the carrying value.  The Company is also required to make
periodic tests to determine whether there has been any impairment in the

<PAGE>42

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

value of recorded goodwill.  At December 31, 2002, the Company has
evaluated the carrying value of goodwill in connection with two
reporting units, Poker Digest, LLC and Gaming Venture Corp., U.S.A.  The
Company recorded an impairment charge for goodwill in connection with
Poker Digest, LLC of $89,000 in the fourth quarter of 2002 to write down
the carrying value of goodwill to an amount representing the discounted
future cash flows in accordance with FASB 142.  Based on an independent
valuation of Gaming Venture Corp., U.S.A., there was no impairment of
goodwill at December 31, 2002.  Amortization expense for the year ended
December 31, 2001 was approximately $167,000.  The remaining goodwill of
$1,371,699 will be included in Gaming's net assets to be disposed of
after the spin-off of Gaming is completed.   A reconciliation of the
reported net income (loss) for the years ended December 31, 2002 and
2001 to the amounts adjusted for the reduction of amortization expense
is as follows:

                                         2002         2001
                                        ------       ------
Net income (loss) as reported        $(1,983,083)  $  216,638
Add:  Goodwill amortization                    -      167,196
                                     -----------   ----------
Adjusted net income (loss)           $(1,983,083)  $  383,834
                                     ===========   ==========

Basic and diluted earnings per share:
Net income (loss) as reported            $  (.30)      $  .03
Goodwill amortization                          -          .02
                                         -------       ------
Adjusted net income (loss)               $  (.30)      $  .05
                                         =======       ======
Revenue Recognition

Subscription revenues are recognized in income as issues of magazines
and newsletters are delivered to the subscribers.  Advertising revenues
are recognized on publication of the respective magazine.  Consulting
revenues are recognized as income upon the completion of services.  The
unearned portion of paid magazine subscriptions, newsletter
subscriptions and consulting revenues is deferred until magazines and
newsletters are delivered to subscribers and consulting services are
rendered.  The Company occasionally receives marketable securities in
exchange for consulting services.  These transactions are valued at
market on the date that consulting contracts are signed.

Income Taxes

The Company applies the asset and liability method of accounting for
income taxes.  Under the asset and liability method, deferred tax assets
and liabilities are recognized for the estimated future tax consequences

<PAGE>43

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using the
enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled.

Barter Transactions

The Company accounts for barter transactions in accordance with EITF 93-
11, "Accounting for Barter Transaction Involving Barter Credits", and
APB No. 29, "Accounting for Nonmonetary Transactions", which require
that the fair value of the nonmonetary asset exchanged be used in
recording the nonmonetary transactions.
Per Share Data

Basic income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of common stock
outstanding during the year.  Diluted income per share is computed by
dividing the net income by the weighted average number of shares of
common stock, stock warrants and options outstanding during the year.
Stock warrants and options have been excluded from the diluted loss per
share and have not been presented because their effect would be anti-
dilutive. The effect of stock options and warrants on earnings per share
is not material.

New Accounting Pronouncements

The Company adopted the provisions of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which prescribes
accounting and reporting standards for disposal of a business component.
As such, the Company's business unit (Poker Digest Magazine) that has
been disposed of is presented as discontinued operations. The statement
of operations for the year ended December 31, 2001 has been restated for
comparative purposes.

In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" (SFAS No. 146). SFAS No. 146 requires
that a liability for costs associated with exit or disposal activities
be recognized when the liability is incurred. Existing generally
accepted accounting principles provide for the recognition of such costs
at the date of management's commitment to an exit plan. In addition,
SFAS No. 146 requires that the liability be measured at fair value and
be adjusted for changes in estimated cash flows.  The provision of the
new standard is effective for exit or disposal activities initiated
after December 31, 2002. It is not expected that SFAS No. 146 will
materially affect the financial statements.



<PAGE>44

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications

Certain reclassifications have been made to the prior year financial
statements to conform to the current year presentation.

2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Equipment                             $ 225,518
Furniture and fixtures                  297,463
Vehicles                                257,274
Leasehold improvements                   54,640
                                      ---------
                                        834,895
Less - Accumulated depreciation
   and amortization                     783,566
                                      ---------
                                      $  51,329
                                      =========

Depreciation and amortization on property and equipment was $133,480
and $148,615 for the years ended December 31, 2002 and 2001,
respectively.

3 - NOTE PAYABLE

The note payable, in the original amount of $250,000, was increased to
$500,000 during 2001.  During 2002, the Company repaid $250,000 on the
note.  The principal balance at December 31, 2002 is $250,000.  The
note is a demand note and requires monthly payments of interest only at
First Union National Bank's prime rate.  The note is collateralized by
the Company's money market funds.  Interest expense on the note was
$18,823 and $20,521 for the years ended December 31, 2002 and 2001,
respectively.

A promissory note with a balance of $60,000, payable to the former
owners of Poker Digest, LLC, was paid in July 2002.

4 - INCOME TAXES

At December 31, 2001, the Company recorded a deferred tax liability of
$351,000, as a result of the gain on the sale of its trade show and
publication assets, which occurred in January 2001.  The Company also
recorded a deferred tax asset of $98,000, as a result of a net
operating loss carryforward of approximately $250,000 for the year
ended December 31, 2001.



<PAGE>45

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4 - INCOME TAXES (continued)

A valuation allowance has been provided for the entire deferred tax
assets related to the unrealized loss on equity investments.

Income taxes and components of deferred tax assets are as
follows:
<TABLE>
<CAPTION>
                                                2002         2001
                                            ----------    ---------

                                            <c>            <c>
Current income taxes
Federal income taxes                        $       -      $  7,658
State income taxes                              1,466         5,324
                                            ---------      --------
                                            $   1,466      $ 12,982

Deferred tax assets
Net operating loss                          $  98,000      $ 98,000
                                            ---------      --------
Less - Valuation allowance                          -             -
                                            ---------      --------
Net deferred tax assets                     $  98,000      $ 98,000
                                            =========      ========
Deferred tax liabilities
Investment in Gem Communications, LLC
in connection with the sale of assets       $ 351,000      $351,000
                                            =========      ========
</TABLE>
5 - STOCK OPTION PLAN

Following the 1998 merger, the Company granted Gaming's President an
option to purchase up to 350,000 shares of the Company at an exercise
price of $2.41.  This option is for a period of five years from the
closing date of the merger, April 1, 1998, and vests at a rate of 20% a
year, as long as he is employed by the Company.  At December 31, 2002
and 2001, 332,500 and 262,500 options, respectively, were vested.

On January 1, 2001, the Company granted 45,000 stock options to four of
its employees, at an exercise price of $2.125 per share. The options
expired on January 1, 2003, and none were exercised.

Changes in outstanding options under the stock option plan for the
years ended December 31, 2002 and 2001, and options exercisable at
December 31, 2002, are as follows:


<PAGE>46

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5 - STOCK OPTION PLAN(continued)
<TABLE>
<CAPTION>
                                                          Weighted
                                    Number                Average
                                      of                  Exercise
                                    Shares                 Price
                                   --------              ----------

                                  <c>                     <c>
Outstanding at January 1, 2001     192,500                  $2.410
Granted at January 1, 2001          45,000                   2.125
Granted at April 3, 2001            70,000                   2.410

Outstanding at January 1, 2002     307,500
Granted at April 3, 2002            70,000                   2.410
                                  --------
Outstanding at December 31, 2002   377,500
                                  ========
</TABLE>
The Company applies the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation", which permits entities to
continue to apply the provisions of Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees", in
measuring compensation expense and to provide pro forma net income and
pro forma earnings per share disclosures for employee stock grants made
as if the fair-value-based method defined in SFAS No. 123 had been
applied.  The Company has elected to continue to apply the provisions
of APB No. 25 in accounting for its plan and, accordingly, no
compensation cost has been recognized for its stock options granted to
employees in the financial statements.

Had compensation expense for the Company's stock-based compensation
plan been determined for the years ended December 31, 2002 and 2001
based on fair values at the grant dates for awards under those plans,
the Company's net income (loss) and income (loss) per share would have
been as follows:

                                         2002            2001
                                      -----------     -----------
Net income (loss)
As reported                           $(1,983,083)    $  216,638
Pro forma                              (2,108,023)        91,698
Basic and diluted income (loss)
   per share
As reported                                  (.30)           .03
Pro forma                                    (.32)           .01

The weighted average fair value of options granted during 2002 and 2001
was estimated on the date of grant using the Black-Scholes option-
pricing model, and the following assumptions:

<PAGE>47

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5 - STOCK OPTION PLAN(continued)
<TABLE>
<CAPTION>
                                              2002                2001
                                            --------            --------

                                           <c>                  <c>
Expected volatility                          91.17%               91.17%
Risk-free interest rate                       4.87%                4.87%
Expected life                               2-5 years          2-5 years
Dividend yield                                  -0-%                -0-%
Forfeiture rate                                 -0-%                -0-%
</TABLE>
Summary information about the Company's stock options outstanding at
December 31, 2002 are as follows:
<TABLE>
<CAPTION>
                              Outstanding                     Weighted
                                  and                          Average
                              Exercisable                   Contractual
                             at December 31,    Exercise       Periods
                                   2002           Price      (in Years)
                            ----------------    ---------   ------------

                             <c>                <c>            <c>

                               377,500        $2.125 - $2.41     1.75
                              ========
</TABLE>
6 - COMMON STOCK

On January 10, 2001, the Company issued 25,000 shares of restricted
common stock to an investment banker with a fair value of $33,750, in
connection with the sale of its trade show and publication assets to Gem
Communications, LLC.

7 - RELATED PARTY TRANSACTIONS

The Company rents two office facilities from shareholders.  One facility
is occupied pursuant to a ten-year lease which began on June 1, 1997 and
requires annual rent payments of $120,000, and the other facility is
occupied pursuant to a five-year lease which began on January 1, 2001
and requires annual rent payments of $24,000. Total related party rent
expense was $144,000 and $138,000, respectively, for the years ended
December 31, 2002 and 2001.

Loans receivable, shareholders and related parties include loans to the
majority shareholder of $385,030, a loan of $10,120 to a family member
of a shareholder, and loans of $94,638 to another shareholder.
Repayments, which began at the end of the first quarter of 2000 and are
required every quarter thereafter, are made with common stock of the
Company with a market value of at least 10% of the outstanding loan
balance.  During the year ended December 31, 2002, the Company <PAGE>

<PAGE>48

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7 - RELATED PARTY TRANSACTIONS(continued)

reacquired 80,000 shares of restricted common stock from two
shareholders, valued at $47,400, for partial repayment of shareholder
loans receivable.


8 - COMMITMENTS

Lease Commitments

In addition to the space leased from related parties (see Note 7), the
Company leases premises under a noncancelable operating lease expiring
on November 30, 2004.  The lease requires additional rent payments
based on increases in real estate taxes and operating expenses over
base period amounts.

The Company also leases premises under a noncancelable operating lease
expiring on May 31, 2003.  The lease requires rent payments based on
base rent plus adjustments based on the Consumer Price Index.

Approximate future minimum lease payments at December 31, 2002,
including rents under leases with related parties, are as follows:

      Year Ending
       December 31,
     ---------------
         2003                      $ 226,000
         2004                        212,000
         2005                        144,000
         2006                        120,000
         2007                        100,000
                                   ---------
                                   $ 802,000
                                   =========

Rent expense, including related party rent, was $258,333 and $259,121
for the years ended December 31, 2002 and 2001, respectively.

Employment Agreements

In 1998, the Company entered into employment agreements with five key
employees.  Such contracts, with a duration of five years, provide for
annual compensation ranging from $150,000 to $525,000, with 10% annual
increases in the second through fifth year.



<PAGE>49

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9 - BARTER TRANSACTIONS

On January 17, 2000, the Company entered into an agreement to render
advertising services in exchange for video production services for
$234,000.  These videos will be used primarily in the promotion of the
Company's magazines.  As of December 31, 2002, the Company provided
services of $182,000. At December 31, 2002, prepaid advertising of
$95,500 was deemed worthless and was written off by the Company.

10 - PENSION PLAN

The Company has a defined contribution pension plan, which qualifies
under Section 401(k) of the Internal Revenue Code (the "Code").  The
plan permits salaried employees over the age of 21 to voluntarily
contribute up to the maximum allowed under the Code.  The Company may
make discretionary contributions to the plan.




<PAGE>50



(b)    List of Exhibits

         The following exhibits are filed with this report:

(2) Exchange of Stock/Purchase Agreement incorporated by reference to
        Form 8-K filed 1/26/98
(3) Articles of Incorporation and Bylaws incorporated by reference to
        Form S-1, file number 33-98184
(4) Specimen certificate for Common Stock incorporated by reference to
        Form S-1, file number 33-98184- to be filed by amendment
(5) Exhibit 99 - Certifications pursuant to 18 U.S.C. Section 1350


(B)    REPORTS ON FORM 8-K
          None

ITEM 14. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our
chief executive officer and chief financial officer, conducted an
evaluation of our "disclosure controls and procedures" (as defined in
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c))
within 90 days of the filing date of this annual report on Form 10KSB
(the "Evaluation Date").  Based on their evaluation, our chief
executive officer and chief financial officer have concluded that as of
the Evaluation Date, our disclosure controls and procedures are
effective to ensure that all material information required to be filed
in this annual report on Form 10KSB has been made known to them in a
timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the Evaluation Date set forth above.



<PAGE>51
                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.

Date:    March 21, 2003

Casino Journal Publishing, Inc.

/s/ Alan Woinski
------------------------------------
By: Alan Woinski, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
<TABLE>

                                                               <c>
/s/ Alan Woinski                                                 3/21/03
------------------------------                                     Date:
Alan Woinski
President and Director
(Principal Executive, Financial and Accounting)

/s/ Kim Santangelo-Woinski                                       3/21/03
------------------------------                                     Date:
Kim Santangelo-Woinski
Director

/s/ Glenn Fine                                                   3/21/03
------------------------------                                     Date:
Glenn Fine
Director

/s/ Adam Fine                                                    3/21/03
------------------------------                                      Date:
Adam Fine
Chief Operating Officer and Director

/s/ Lisa Robertson                                               3/21/03
------------------------------                                      Date:
Lisa Robertson
Vice President and Director

/s/ Derek James                                                 3/21/03
------------------------------                                     Date:
Derek James
Controller



<PAGE>52

/s/Barbara Chan                                                 3/21/03
------------------------------                                     Date:
Barbara Chan
Director
</TABLE>

               CERTIFICATIONS

I, Glenn Fine, certify that:

1.   I have reviewed this annual report on Form 10KSB of Casino Journal
Publishing Group, Inc.

2.   Based on my knowledge, the 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 the 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

<PAGE>53

(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:  March 21, 2003

/s/Glenn Fine
Glenn Fine
Chief Executive Officer



                     CERTIFICATION

I, Alan Woinski, certify that:

1.   I have reviewed this annual report on Form 10KSB of Casino Journal
Publishing Group, Inc.

2.   Based on my knowledge, the 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 the 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



<PAGE>55

(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:  March 21, 2003

/s/ Alan R. Woinski
--------------------------------
Alan R. Woinski, President and Chief Financial Officer