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: 12/31/01
                       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 $10,264,802.   As of December 31, 2001,
the market value of the Company's voting $.00l par
value common stock held by non-affiliates of the
Company was $1,257,348.

The number of shares outstanding of Company's only
class of common stock, as of December 31, 2001 was
6,646,427 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
three wholly owned subsidiaries, Casino
Publishing, Inc.; Gaming Entertainment Expositions
and Gaming Venture Corp., U.S.A.

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.



<PAGE>4

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

   -   Atlantic City Insider,
   -   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 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, 2001, the Company owns 60% of
Poker Digest, LLC, 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



<PAGE>5

existing cruise lines.   In January 2002, an
additional 20% of Poker Digest, LLC was acquired
by the Company.

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
   -   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.

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,

<PAGE>6

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 quarterly 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 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

<PAGE>7

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

<PAGE>8

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 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.  The remaining 20%
interest will be held by the founders of Poker
Digest, LLC.  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 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.

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, 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

<PAGE>9

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

<PAGE>10

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.

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.



<PAGE>11
             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 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.    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.

<PAGE>12

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.

          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,
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

<PAGE>13

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 is published monthly and is
directed at the consumer who visits, or plans to
visit, Atlantic City casinos.  Accordingly, it
informs its readership which casinos are offering
at different times the best consumer promotions,
cashback, room rates, slot clubs, food discounts
and innovative games.  On occasion, ACI criticizes
casinos for poor or inconsistent food,
uninteresting entertainment and too costly games
with a low-win percentage.  It also announces the
location of innovative slot machines and compares
restaurants, buffets, rooms and table games common
to all Atlantic City casinos.

   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.

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 and Daily Lodging Report
Asia Pacific  are produced in an alliance with HVS
International.   Produced in the same format as

<PAGE>14

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.

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



<PAGE>15

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.

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 expects to increase 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
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.

   Casino Journal

Casino Journal is a trade magazine serving the
U.S. gaming industry and is generally distributed
to executives and personnel of casinos and

<PAGE>16

vendors, interested legislators and regulators,
institutional investors and security analysts.
Published monthly, it features articles on issues
pertinent to the gaming industry, such as ---new
gambling legislation or regulations, new gaming
locales, special casino games, casino marketing,
innovative technology, security and the attitude
of the investment community to the gaming
industry.  Casino Journal also contains profiles
on, and interviews with, casino chairmen and
CEO's, political personalities, new hotel/casino
operators as well as gaming vendors, their
products and the latest technology.  Containing
articles, editorials and advertisements, this
magazine is a large full-colored, glossy
periodical that usually has between 80 to 160
pages per issue.  Actual circulation approximates
20,000 copies with total readership estimated to
be 80,000.

     Nevada Hospitality

On a bi-monthly basis, the Company had contracted
to publish a magazine for the members of the
Nevada Hotel & Motel Association and the Nevada
Restaurant Association.  With their assistance the
magazine is designed to cover tourism and the
available amenities in food, beverage, lodging,
entertainment and sightseeing on a local basis and
throughout the state of Nevada.  This magazine's
scope goes beyond the gaming industry and focuses
on the lodging and restaurant business as it
exists in Nevada.

Contributions to the magazine's content come from
these associations, city convention and visitors
authorities, outside experts and consultants in
the hotel, food and beverage fields at the
University of Nevada-Las Vegas, and other firms
and associations as well as the Company.  The
Company's staff establishes cohesive editorial
outline and mission, assembles and edits various
articles and supervises the production and
distribution of the magazine.

A full-color, glossy periodical, it carries
advertisements and is distributed to high-level
hotel, restaurant and beverage executives within
the gaming industry, to independent hoteliers and
restaurateurs throughout Nevada as well as vendors
in the hospitality industry and their patrons.
Circulation runs from 7,000 to 10,000, and total
readership is estimated at 14,000 for each issue.

<PAGE>17

CASINO OPS

Casino Ops magazine was produced the first time in
June of 1998 in conjunction with the first UNLV
Casino Ops trade show.   The magazine is geared
towards the mid-level casino executive and
includes information on many of the issues related
to these executives' position in the industry.
An advisory board member was formed with seasoned
gaming executives across the country.   To date,
three issues of the magazine have been produced.

National Gaming Summary
Presented in an easily readable format, this
newsletter is published weekly and is designed
primarily for those in the gaming industry.
Unlike Casino Journal or Casino Player, the
contents of this newsletter are not feature-
oriented, but instead focus on current gaming news
and developments from state-to-state.  This
approach permits its readers to concentrate on the
states or regions of particular concern to them.
In addition, NGS furnishes investment information,
such as stock quotes and analyses for gaming
concerns that are publicly-traded, monthly
revenues from all gaming jurisdictions broken down
by casino and special reports.

Noted as a quick-read, this newsletter provides
the week's latest gambling news and is mailed for
Monday delivery or faxed or E-mailed for Friday
afternoon disseminations, giving its subscribers
up-to-date information on a timely basis.

Trade Show/Conventions/ Special Events

The Company organized and sponsored five trade
show / conventions and other special events.

American Gaming, Lodging and Leisure Summit

Held each year in Las Vegas, Nevada, AGLLS
represents the highest level executive conference
in the gaming, lodging and leisure industries.  It
features a trade show where vendors and casinos
exhibit products and services; specialized
seminars that explore timely issues such as new
developments in government regulation, the latest
gaming technology, Internet gaming;  keynote
speakers and social events such as dinners,
cocktail receptions and lunches.

This conference is primarily designed for senior
gaming, lodging and leisure executives and the
investment community as well as those otherwise

<PAGE>18

interested or involved professionally or
commercially in the gaming, lodging and leisure
industries.  Each summit usually draws upwards of
1,000 people and includes government regulators
and legislators, institutional investors, casino,
lodging and leisure executives, manufacturer,
marketing, financial and purchasing executives.

Although the Company handled most of the
arrangements for the Summit, this conference
operated under a joint venture with a principal
member of the Nevada law firm Lionel, Sawyer and
Collins and co-sponsored by Bear, Stearns and Co.
Inc. prior to being sold.

Southern Gaming Summit
Held each spring in Biloxi, Mississippi, SCS is a
conference that focuses on Southern and Midwestern
gambling destinations.  The Company, in
conjunction with its joint venture partner, the
Mississippi Casino Operators Association, produced
the conference prior to their interest being sold
to Gem Communications, LLC.  This Summit offers an
extensive exhibit floor where manufacturers,
distributors and vendors as well as casinos
display their gaming products and services.
Seminars are held that explore the legal issues
confronting Southern and Midwestern casinos,
gaming developments in these areas and federal
issues and regulations affecting gaming.   At this
Summit keynote speakers, receptions, tours of
local casinos, meals, and a golf tournament are
provided.

Those attending SCS entail developers, land
owners, representatives from Native American
tribes, legislators, regulators, institutional
investors, security analysts, portfolio managers,
vendors and casino executives.  Revenue is
generated for the Company from this Summit in much
the same manner as it is from AGLS.

Greater Atlantic City Chamber of Commerce Business
Expo

Held each year in March at the Atlantic City
Convention Center, the purpose of the Expo is to
expose local, regional and national businesses to
the commercial opportunities offered in Atlantic
City.  Attendees encompassed executives from new
and existing casinos, public utilities, major
retail establishments and other businesses
interested in doing business with the casinos of



<PAGE>19

Atlantic City as well as concerned public
officials.  The Expo offers exhibits, seminars,
speakers and other activities.

UNLV's Casino Ops

This is a yearly educational conference that
explores the latest trends, strategies and
developments in casino operations.  The conference
features keynote speakers, seminars, exhibits and
special events designed to emphasize more
efficient and profitable casino operations.
Casino employees and mid-management personnel of,
and consultants to, casinos and their vendors
attend the Conference.

Northern Gaming Summit

On October 12-13, 1999, the Company produced its
first Northern Gaming Summit at Cobo Conference
Center in Detroit, Michigan.   The Northern Gaming
Summit gives exhibitors and attendees access to
the rapidly expanding gaming industry in the
northern regions of Northern America.   The last
NGS was held in November 2000.   The rights to the
show were included in the trade asset sale to Gem
Communications, LLC in January 2001.

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



<PAGE>20

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.

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

<PAGE>21

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 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, 2001, the Company had 45 full-
time employees including its officers of whom 9
served as writers and editors, 5 in arts and

<PAGE>22

graphics, 5 in sales and marketing, 3 in
bookkeeping and accounting, 7 in circulation and
customer service and 3 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, 2001 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         $ 80,000 (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.

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

During the fourth quarter of the fiscal year ended
December 31, 2001, 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

<PAGE>23

years, as reported on the NASD Bulletin Board, by
Wien Securities, Hill Thompson, Nite Securities,
Olsen Payne, Paragon,   Fleet Securities, Equity
Securities, Schwab Capital Markets,   Herzog,
National Securities, Frankel, and Spear Leeds and
Kellog.    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>

             3/31/00                     3.75                     1.187
             6/30/00                     2.812                    1.656
             9/30/00                     2.625                    1.875
             12/31/00                    2.875                    1.062
             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
</TABLE>
The approximate number of holders of record of the
Company's $.001 par value common stock, as of
December 31, 2001, was 910.   Currently, as of
March 15, 2002, there are approximately 910
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 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.


<PAGE>24

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 for $200,000.

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 June 1, 1996 and
requires annual rent payments of $18,000 to
$24,000.   This lease was subsequently renewed for
another five-years on January 1, 2001.   Total
related party rent expense was $138,000 for each
of the years ended December 31, 2001 and 2000.

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 purcashed 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.


<PAGE>25

For the year ended December 31, 2000, the Company
had an increase in loan receivables from
shareholders and related parties of $53,789 and an
increase in loans receivable from employees of
$6,762.  The Company purchased $174,210 worth of
equipment, redeemed a certificate of deposit for
$109,156 and had an increase in marketable
securities of $100,026 and sold marketable
securities of $104,466 and acquired cash in the
acquisition of Poker Digest LLC of $10,151.  As a
result, the Company had cash flow used in
investing activities of $111,014 for the year
ended December 31, 2000.

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.

For the year ended December 31, 2000, the Company
had an increase in notes payable of $130,000.
The Company made distributions of $118,335 to
minority interest.   The Company received proceeds
of $41,265 from the issuance of its long term debt
and $7,000 from advanced from an affiliate.  As a
result, the Company had net cash flows from
financing activities of $59,930 for the year ended
December 31, 2000.

Results of Operations.   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.

<PAGE>26

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 had a net loss of $27,357 for the year
ended December 31, 2000.   The Company earned
revenues of $13,006,812 that consisted of
advertising revenue of $7,652,430, subscriptions
revenue of $3,212,109 and other revenues, which
consisted primarily of consulting fees of
$349,855, tradeshow revenues of $1,226,563 and
miscellaneous revenues of $565,855.   The Company
had direct costs of $6,703,568 for the year ended
December 31, 2000.   Operating expenses for the
year ended December 31, 2000 were $6,221,639.
These consisted principally of general and
administrative expenses of $5,428,974 which
includes payroll related costs of $3,671,277,
postage of $361,458, travel and entertainment of
$226,351, bad debts of $357,073 and other
nonmaterial expenses of $812,795.   Promotion
expenses were $508,273 for the year ended December
31, 2000.

The Company had a decrease in accounts receivable
of $162,065.   Inventories increased $30,084 for
the year ended December 31, 2000 and prepaid
expenses decreased by $23,206.  Deferred
subscription revenues decreased $873,663 from the
sale of its magazine and newsletter subscriptions.
The Company had depreciation and amortization of
$284,392 for the year ended December 31, 2000.
In addition, the Company had other noncash
adjustments of $46,857.   The Company had minority
interest in earnings of $165,346.   The Company



<PAGE>27

had an increase in accounts payable and accrued
expense of $486,604.   Other assets increased by
$1,106 for the year ended December 31, 2000.

Income taxes payable decreased by $153,000.  Net
cash from operations for the year ended December
31, 2000 was $14,283.

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.

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
20.

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:
<TABLE>
<CAPTION>
Name and Address                   Age                Position

                                <c>                  <c>

Glenn Fine                         43          Chairman, CEO & Director

Alan Woinski                       37          President, CFO & Director

Adam Fine                          32                COO, Director

<PAGE>28

Lisa Robertson                     35          Vice President, Director

Derek James                        44                  Controller

Kim Santangelo-Woinski             38                   Director

Barbara Chan                       56                   Director
</TABLE>
All of the individuals set forth above have been
employed by Company as officers for more than five
years except for  Derek James, Alan Woinski, Kim
Santangelo-Woinski, and Barbara Chan.   Mr. James
has been employed by the Company for five years.
Prior to that time he had served as a controller
of Silver Threads, a manufacturer of women's
sportswear in New York City for 3 years.   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. Barbara Chan has been VP of
Marketing for five years.

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



<PAGE>29

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 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



<PAGE>30

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
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.



<PAGE>31

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 $330,000 and
$225,000 for the years ended December 31, 2001 and
2000, respectively as an officer of the Company.
Glenn Fine was paid $891,000 and $525,000 in 2001
and 2000, respectively.   Adam Fine was paid
$485,000 and $250,000 in 2001 and 2000,
respectively.   Included in Messr. Fines
compensation in 2001 is the Gem consulting fee of
$6,250 each per month.   Roger Gros was paid
$146,500 in 2000.   Mr. Gros resigned his position
in December 2000.   Lisa Robertson was paid
$194,000 and $170,000 in 2001 and 2000,
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 $98,287 for
each of the two years ended December 31, 2001 and
2000.

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.

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



<PAGE>32

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.
<TABLE>
<CAPTION>
                                                               Percentage of
                                           Number & Class     Outstanding
Name and Address                             of Shares       Common Shares

                                                 <c>             <c>

Alan Woinski                               718,000 (1)(2)         10.51%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232

Lucky Management Corp.                     718,000(1)(2)          10.51%
P.O. Box 1396
Paramus, NJ 07653

Kim Santangelo-Woinski                     718,000(1)(2)          10.51%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232

Glenn Fine                                    2,887,578           42.26%
5240 Southeastern
Las Vegas, NV 89119

<PAGE>33

Adam Fine                                       670,915            9.81%
5240 Southeastern
Las Vegas, NV 89119

Lisa Robertson                                  375,000            5.59%
5240 Southeastern
Las Vegas, NV 89119

Barbara Chan                                          0            0.0%


All Directors & Officers
as a group (5 persons)                       4,651,493           68.08%
</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

<PAGE>34

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.

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

<PAGE>35

   -   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 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 262,500 have vested.

Expiration date is April 2003.



<PAGE>36

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 $138,000 for each of the years
ended December 31, 2001 and 2000.

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, 2001             2
   Statement of Operations
      Years Ended December 31, 2001 and 2000      3
   Statement of Comprehensive Income (Loss)
      Years Ended December 31, 2001 and 2000      4
   Statement of Changes in Shareholders' Equity
      Years Ended December 31, 2001 and 2000      5
   Statement of Cash Flows
      Years Ended December 31, 2001 and 2000    6-7
   Notes to Consolidated Financial Statements  8-18

<PAGE>37

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>38

FRIEDMAN
ALPREN &
GREEN LLP
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

1700 BROADWAY
NEW YORK, NY 10019
212-582-1600
FAX 212-265-4761
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, 2001, and
the related consolidated statements of operations,
comprehensive income (loss), changes in
shareholders' equity and cash flows for the years
ended December 31, 2001 and 2000.  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, 2001, and the
results of their operations and their cash flows



<PAGE>39

for the years ended December 31, 2001 and 2000 in
conformity with accounting principles generally
accepted in the United States of America.

Friedman Alpren & Green LLP

New York, New York
February 16, 2002

                            -1-




<PAGE>40

      CASINO JOURNAL PUBLISHING GROUP, INC.
               AND SUBSIDIARIES
          CONSOLIDATED BALANCE SHEET
               DECEMBER 31, 2001
<TABLE>
<CAPTION>
                       ASSETS
                       ------

                                                      <c>
Current assets
  Cash	                                           $2,169,091
  Accounts receivable, net of allowance
   for doubtful accounts of $46,366				  1,318,627
  Investment in marketable securities	                 87,571
  Inventories                                              68,056
  Loans receivable, shareholders                          181,917
  Prepaid expenses and other current assets               135,937
  Prepaid advertising                                      95,500
                                                      -----------
     Total current assets                               4,056,699

Property and equipment - at cost, less accumulated
 depreciation and amortization			          172,970

Investment in Gem Communications, LLC                     900,000
Goodwill, less accumulated amortization of $524,865	  1,756,736
Loan receivable, shareholders                             360,077
Other assets                                               37,888
Deferred income taxes                                      98,000
                                                      -----------
                                                       $7,382,370
                                                      ===========
	LIABILITIES AND SHAREHOLDERS' EQUITY
      ------------------------------------
Current liabilities
  Note payable                                         $  500,000
  Accounts payable and accrued expenses                 1,392,566
  Current portion of deferred subscription revenues       700,943
  Due to affiliate                                          4,000
                                                      -----------
     Total current liabilities                          2,597,509

Deferred subscription revenues, less current portion      353,934
Deferred income taxes                                     351,000
                                                      -----------
                                                        3,302,443
                                                      -----------
Commitments                                                     -

Shareholders' equity
  Common stock, $.001 par value; 50,000,000 shares
   authorized, 6,832,734 shares issued and 6,646,427
   shares outstanding                                       6,832
  Additional paid-in capital                            6,658,857
  Common stock in treasury, at cost - 186,307 shares   (  344,517)



<PAGE>41

      CASINO JOURNAL PUBLISHING GROUP, INC.
               AND SUBSIDIARIES
          CONSOLIDATED BALANCE SHEET
               DECEMBER 31, 2001
                 (continued)



  Accumulated unrealized loss on investments           (  499,969)
  Accumulated deficit                                  (1,741,276)
                                                      -----------
                                                        4,079,927
                                                      -----------
                                                       $7,382,370
                                                      ===========
</TABLE>




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



                        -2-




<PAGE>42
          CASINO JOURNAL PUBLISHING GROUP, INC.
                    AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF OPERATIONS
           YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>
			                            2001            2000
                                             ------          ------

                                           <c>             <c>
Revenues
  Advertising                             $ 6,689,826     $  7,652,430
  Subscriptions                             2,675,444        3,212,109
  Trade shows                                 240,915	       1,226,563
  Consulting                                  369,862	         349,855
  Other                                       288,755          565,855
                                         ------------      -----------
                                           10,264,802       13,006,812
                                         ------------      -----------
Direct costs
  Printing                                  2,893,433        3,047,354
  Production                                  583,508        1,256,262
  Postage                                     569,765          649,747
  Distribution                                520,144          357,657
  Commissions                                 498,145          604,324
  Outside writers                             344,978          314,264
  Other                                       131,704          473,960
                                         ------------     ------------
                                            5,541,677        6,703,568
                                         ------------     ------------
      Gross profit                          4,723,125        6,303,244
                                         ------------     ------------
Operating expenses
  Promotion                                   287,875          508,273
  General and administrative                5,545,802        5,428,974
  Depreciation and amortization               315,811          284,392
                                         ------------     ------------
                                            6,149,488        6,221,639
                                         ------------     ------------
    Operating income (loss)                (1,426,363)          81,605
                                         ------------     ------------
Other income (expense)
  Gain on sale of trade division            3,922,236                -
  Impairment of investment                (   900,000)               -
  Permanent decline in available-
   for-sale securities                    ( 1,082,500)               -
  Gain (Loss) on sale of securities       (    89,840)          28,291
  Interest and dividend income                 86,660           32,594
  Interest expense                        (    29,248)         (19,738)
                                         ------------     ------------
                                            1,907,308           41,147
                                         ------------     ------------
       Income before income taxes and
		minority interest                 480,945          122,752
   Income tax expense (benefit)               265,982        (  15,237)
                                         ------------     ------------
       Income before minority interest        214,963          137,989


<PAGE>43

          CASINO JOURNAL PUBLISHING GROUP, INC.
                    AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF OPERATIONS
           YEARS ENDED DECEMBER 31, 2001 AND 2000
                       (continued)

Minority interest in (earnings) loss            1,675        ( 165,346)
                                         ------------     ------------
       Net income (loss)                   $  216,638       $(  27,357)
                                         ============     ============
Basic and diluted income (loss) per share  $      .03       $(     .01)
                                         ============     ============
Shares used in the calculation of income
 (loss) per share                           6,702,359        6,249,481
                                         ============     ============
</TABLE>



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

                         -3-




<PAGE>44

        CASINO JOURNAL PUBLISHING GROUP, INC.
                 AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
       YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                     2001              2000
                                                 -----------       -----------

                                                   <c>              <c>
Net income (loss)                               $   216,638		$(   27,357)
                                                -----------       -----------
Unrealized gain on investment	                        6,571	                -

Reclassification adjustment                          89,840                 -

Unrealized loss on investment                    (   57,305)       (  283,902)
                                                -----------       -----------
Other comprehensive income (loss)                    39,106        (  283,902)
                                                -----------       -----------
Comprehensive income (loss)                     $   255,744       $(  311,259)
                                                ===========       ===========
</TABLE>





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



                            -4-


<PAGE>45

     CASINO JOURNAL PUBLISHING GROUP, INC.
              AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF CHANGES
            IN SHAREHOLDERS' EQUITY
     YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                    Additional         Undistributed
                                 Common Stock        Paid-in              Stock
	                        Shares   Amount         Capital           Compensation

                             <c>       <c>           <c>                 <c>
Balance, January 1, 2000     5,004,234  $ 5,004     $ 3,995,109        $ 2,145,000

Issuance of common stock
  Undistributed stock
   Compensation              1,500,000    1,500       2,143,500         (2,145,000)
  Acquisition of a 60%
   Subsidiary                  301,500      301         480,215                  -
  Consulting services            2,000        2           6,343                  -
Purchase of treasury shares    (96,307)       -               -                  -

Net loss                             -        -               -                  -
                            ---------- --------     -----------        -----------
Balance, December 31, 2000   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
 Officer                       (10,000)       -               -                  -

Net income                           -        -               -                  -
                            ----------  -------     -----------        -----------
Balance, December 31, 2001   6,646,427  $ 6,832     $ 6,658,857        $       -0-
                            ==========  =======     ===========        ===========
</TABLE>



<PAGE>46

     CASINO JOURNAL PUBLISHING GROUP, INC.
              AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF CHANGES
            IN SHAREHOLDERS' EQUITY
     YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>
		                                 Treasury 		Accumulated
			                             Stock		     	Deficit

                                             <c>                 <c>
Balance, January 1, 2000     		         $  	-          $(1,930,557)
Issuance of common stock
  Undistributed stock compensation                    -                    -
    Acquisition of a 60% Subsidiary                     -                    -
  Consulting services                                 -                    -
Purchase of treasury shares                   ( 209,517)                   -
Net loss                                              -           (   27,357)
                                            -----------         ------------
Balance, December 31, 2000   			    (	209,517)          (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
                                            -----------         ------------
Balance, December 31, 2001   		         $(	344,517)         $(1,741,276)
                                            ===========         ============
</TABLE>


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


                      -5-


<PAGE>47

     CASINO JOURNAL PUBLISHING GROUP, INC.
              AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF CASH FLOWS
     YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                        2001                2000
                                                      --------           ---------

                                                      <c>                <c>
Cash flows from operating activities
  Net income (loss)                                 $  216,638         $(  27,357)
  Adjustments to reconcile net income
   (loss) to net cash provided by (used in)
    operating activities
    Impairment of investment                           900,000                  -
    Provision for doubtful accounts                    208,028                  -
    Barter transactions                                      -            (43,500)
    Loss (gain) on sale of securities                   89,840            (28,291)
    Issuance of common stock for services rendered           -              6,345
    Marketable securities received for consulting
     services rendered                                       -            (18,750)
    Depreciation and amortization                      315,811            284,392
    Deferred taxes                                     253,000                  -
    Minority interest in (earnings) loss               ( 1,675)           165,346
    Interest earned on certificate of deposit           56,362             37,339
    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,
     excluding effects of business combination
     and sale of assets
       Accounts receivable                             220,255            162,065
       Inventories                                         137          (  30,084)
       Prepaid expenses                            (   106,868)            23,206
       Other assets                                (   270,701)         (   1,106)
       Accounts payable and accrued expenses       (   557,651)           486,604
       Deferred subscription revenues              (   231,443)         ( 873,663)
       Deferred advertising revenues                         -             24,737
       Income taxes payable                                  -          ( 153,000)
                                                   -----------        -----------

          Net cash provided by (used in) operating
           activities                              ( 1,748,003)            14,283
                                                   -----------         ----------
Cash flows from investing activities
  Additions to property and equipment              (    56,111)         ( 174,210)
  Redemption of certificate of deposit                 198,952            109,156
  Redemption of mutual funds and other investments     170,188                  -
  Proceeds from sale of marketable securities           68,810            104,466
  Investment in marketable securities              (    24,375)         ( 100,026)
  Loans receivable, employees                           18,111          (   6,762)
  Loans receivable, shareholders                   (    15,617)         (  53,789)
  Cash acquired in connection with business
   Combination                                               -             10,151



<PAGE>48

     CASINO JOURNAL PUBLISHING GROUP, INC.
              AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF CASH FLOWS
     YEARS ENDED DECEMBER 31, 2001 AND 2000
                 (continued)
Gross proceeds from sale of trade show and trade
   publication assets                                2,699,000                  -
                                                   -----------        -----------
    Net cash provided by (used in)
      investing activities                           3,058,958         (  111,014)
                                                   -----------        -----------
Cash flows from financing activities
   Notes payable, bank                              $  250,000          $ 130,000
   Repurchase of stock from former officer          (   15,000)                 -
   Proceeds from (repayments of) long-term debt     (   46,886)            41,265
   Due to affiliate                                 (    3,000)             7,000
   Distributions paid to minority interest          (   45,336)          (118,335)
                                                    ----------         ----------
     Net cash provided by financing activities          139,778             59,930
                                                    -----------        -----------
Net increase (decrease) in cash                       1,450,733           ( 36,801)

Cash, beginning of year                                 718,358            755,159
                                                    -----------        -----------
Cash, end of year                                   $ 2,169,091         $  718,358
                                                    ===========        ===========
Supplemental cash flow disclosures
  Interest paid                                     $    29,248        $    19,738
  Income taxes paid                                      61,698             20,500

Noncash investing and financing activities
  Treasury stock reacquired to settle
    shareholders' loans receivable                      120,000            209,517
  Issuance of common stock for services                  33,715              6,345
  Issuance of common stock in connection with the
    acquisition of 60% of Poker Digest, LLC                   -            480,516
</TABLE>

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

                         -6-




<PAGE>49


        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.

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
valued at $1,800,000.  The gain on the sale is
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 an impairment loss on
the investment of $900,000 was required at
December 31, 2001, which was 50% of the original
cost.   In connection with the sale, the Company
is paid $12,500 a month as a consulting fee which
is then paid to two officers of the Company.

On July 1, 2000, the Company acquired a 60%
interest in Poker Digest, LLC.  The remaining 40%
interest is held by the founders of Poker Digest,
LLC, who continue to operate the company.

On October 1, 2001, the Company agreed to purchase
an additional 20% of Poker Digest, LLC.  The
purchase price is $200,000, with $50,000 paid on
October 1, 2001, $50,000 paid on January 15, 2002,
and the remaining $100,000 being paid in equal



<PAGE>50

CASINO JOURNAL PUBLISHING GROUP, INC.
      AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

installments of $10,000 commencing February 15,
2002.  This transaction was completed on January
18, 2002.

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 has a 60%
ownership interest in Poker Digest, LLC. The
accumulated deficits of the minority interest
exceed 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.  For the twelve months ended   December 31,
2001, the Company recorded a loss on 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 for a nominal amount.  Net
unrealized gains (losses) at December 31, 2001 and

<PAGE>51

CASINO JOURNAL PUBLISHING GROUP, INC.
 AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

2000 were $39,106 and $(283,902), respectively,
and are presented as other comprehensive 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 entirely of net unrealized losses from
marketable securities.  The Company has presented
a separate statement of comprehensive loss.

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 $287,875
and $508,273, respectively, for the years ended
December 31, 2001 and 2000 (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.

Concentrations of Credit Risk

At December 31, 2001, 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.

<PAGE>52

CASINO JOURNAL PUBLISHING GROUP, INC.
 AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Fair Value of Financial Instruments

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

Goodwill

Goodwill, which represents cost in excess of fair
value of net assets acquired in merger
transactions, is being amortized over 10 to 15
years.  The Company periodically reevaluates its
recoverability.  In management's opinion, there
has been no impairment of goodwill at December 31,
2001.  In accordance with Statement of Financial
Accounting Standards No. 142, "Goodwill and Other
Intangible Assets", amortization of goodwill will
no longer be permitted, effective January 1, 2002.
However, the Company will be required to make
periodic tests to determine whether there has been
any impairment in the value of recorded goodwill.

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.  Trade show revenues are recognized when
the shows are held.

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 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.



<PAGE>53

CASINO JOURNAL PUBLISHING GROUP, INC.
 AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

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 diluted loss per share and have
not been presented because the effect would be
anti-dilutive.

New Accounting Pronouncements

In the third quarter of 2001, the Financial
Accounting Standards Board issued Statements of
Financial Accounting Standards (SFAS) No. 141,
"Business Combinations", and No. 142, "Goodwill
and Other Intangible Assets".  SFAS No. 141
eliminates the pooling-of-interests method for
business combinations and requires use of the
purchase method.  SFAS No. 142 changes the
accounting for goodwill and indefinite life
intangibles by requiring periodic tests for
impairment of the asset instead of amortizing
those assets over time.  Upon adoption on January
1, 2002, SFAS No. 142 requires discontinuance of
amortization of goodwill and indefinite life
intangibles which had been recorded in connection
with previous business combinations.  The Company
will adopt these statements beginning January 1,
2002.  Application of the non-amortization
provisions of SFAS No. 142 is expected to increase
net income by approximately $164,000, or $.02 per
share annually.  During 2002, the Company will
perform the first of the required impairment tests

<PAGE>54

CASINO JOURNAL PUBLISHING GROUP, INC.
 AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

of goodwill and has not yet determined the effect,
if any, of the results of these tests on its
financial position or results of operations.

In the third quarter of 2001, the FASB also issued
SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  This Statement
addresses the conditions under which an impairment
charge should be recorded related to long-lived
assets to be held and used, except for goodwill,
and those to be disposed of by sale or otherwise.
The provisions of this Statement are effective on
January 1, 2002.  At this time, the Company is
evaluating the potential impact of this Statement
on its financial position, results of operations
and cash flows.

2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Equipment                          $ 213,679
Furniture and fixtures               297,463
Vehicles                             257,274
Leasehold improvements                54,640
                                   ---------
                                     823,056
Less - Accumulated depreciation
  and amortization                   650,086
                                   ---------
                                   $ 172,970
                                   =========

Depreciation on property and equipment was
$148,616 and $140,099 for the years ended December
31, 2001 and 2000, respectively.

3 - NOTE PAYABLE

The note payable, in the original amount of
$250,000, was increased to $500,000 during 2001.
The note is a demand note and requires monthly
payments of interest only, beginning April 1,
1999, at First Union National Bank's prime rate.
The note is collateralized by the Company's money



<PAGE>55

CASINO JOURNAL PUBLISHING GROUP, INC.
        AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

market funds.  Interest expense on the note was
$20,521 and $12,370 for the years ended December
31, 2001 and 2000, respectively.

A note payable, in the original amount of $53,755,
is a finance obligation payable to First Union
National Bank. On December 31, 2001, the balance
of $38,912 was paid in full.

4 - INCOME TAXES AND DEFERRED INCOME TAXES

At December 31, 2001, the Company recorded a
deferred tax liability of $351,000, as a result of
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.

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>
                                              2001            2000
                                              ----            ----

                                           <c>              <c>
Current income taxes (benefit)
  Federal income taxes                    $   7,658        $(  20,737)
  State income taxes                          5,324             5,500
                                          ----------       -----------
                                         $   12,982        $(  15,237)
                                          =========         ==========
Deferred tax assets
  Stock compensation                     $        -
  Net operating loss                         98,000

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

<PAGE>56

CASINO JOURNAL PUBLISHING GROUP, INC.
        AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2001 and 2000, 262,500 and 192,500
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, expiring on
January 1, 2003.

Changes in outstanding options under the stock
option plan for the years ended December 31, 2001
and 2000, and options exercisable at December 31,
2001, are as follows:
<TABLE>
<CAPTION>
                                                                Weighted
                                                Number          Average
                                                  Of            Exercise
                                                Shares          Price
                                               --------        ----------

                                               <c>              <c>
Outstanding, January 1, 2000                    604,500        $    2.587
Granted at April 3, 2000                         70,000             2.410
Expired                                      (  482,000)            2.430

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 December 31, 2001			307,500
                                              =========
</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

<PAGE>57

CASINO JOURNAL PUBLISHING GROUP, INC.
        AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5 - STOCK OPTION PLAN (Continued)

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, 2001 and 2000 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:
<TABLE>
<CAPTION>
                                                2001               2000
                                                ----               ----

                                              <c>               <c>
Net income (loss)
As reported	                                  $	216,638         $( 27,357)
Pro forma                                        91,698          (125,644)
Basic and diluted income (loss) per share
  As reported                                       .03          (    .01)
Pro forma                                           .01          (    .02)
</TABLE>
The weighted average fair value of options granted
during 2001 and 2000 was estimated on the date of
grant using the Black-Scholes option-pricing
model, and the following assumptions:
<TABLE>
<CAPTION>
			                     2001				2000
                                      ------                     ------

                                    <c>                        <c>
Expected volatility                   91.17%                     64.93%
Risk-free interest rate                4.87%                      4.59%
Expected life                       2-5 years                   5 years
Dividend yield                          -0-%                       -0-%
Forfeiture rate                         -0-%                       -0-%
</TABLE>
Summary information about the Company's stock
options outstanding at December 31, 2001 are as
follows:



<PAGE>58

CASINO JOURNAL PUBLISHING GROUP, INC.
        AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5 - STOCK OPTION PLAN (Continued)

<TABLE>
<CAPTION>
Outstanding                                Weighted
And                                         Average
Exercisable                               Contractual
at December 31,          Exercise           Periods
  2001                     Price           (in Years)
------------           -----------        -------------

                         <c>                <c>
262,500                  $2.41                 2.75
 45,000                   2.125                2.00
--------
307,500
=======
</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.

On March 6, 2000, the Company issued 2,000 shares
of restricted common stock, with a fair value of
approximately $6,000, in exchange for consulting
services.

The Company granted certain officers rights to
receive common stock at no cost, if certain
revenue goals were met.  At December 31, 1999,
these goals were met and the officers were
entitled to receive 1,500,000 shares with a market
value on the over-the-counter bulletin board on
that date of $1.43 per share.  The total expense
of $2,145,000 was recognized in the 1999 financial
statements as undistributed stock compensation.
On March 30, 2000, the Company issued all of the
1,500,000 shares of restricted common stock.

On July 1, 2000, the Company issued 301,500 shares
of restricted stock, with a fair value of
$480,516, in connection with the acquisition of
60% ownership of Poker Digest, LLC.



<PAGE>59

CASINO JOURNAL PUBLISHING GROUP, INC.
        AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 1996 and
requires annual rent payments of $18,000.  This
lease was subsequently renewed for another five
years on January 1, 2001.  Annual rent expense is
$18,000 to $24,000.  Total related party rent
expense was $138,000 for each of the years ended
December 31, 2001 and 2000.

Loans receivable, shareholders and related parties
include loans to the majority shareholder of
$406,826, a loan of $10,120 to a family member of
a shareholder, and loans of $125,048 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, 2001, the Company reacquired
80,000 shares of restricted common stock from two
shareholders, valued at $120,000, for partial
repayment of shareholder loans receivable.

Due to affiliate represents temporary noninterest-
bearing loans from a company which is owned by the
minority interest of Poker Digest, LLC.  These
loans are due on demand.

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, 2005.  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 May 31,
2003.  The lease requires rent payments based on
base rent plus adjustments based on the Consumer
Price Index.

<PAGE>60

CASINO JOURNAL PUBLISHING GROUP, INC.
        AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8 - COMMITMENTS (Continued)

Approximate future minimum lease payments at
December 31, 2001, including rents under leases
with related parties, are as follows:

Year Ending
December 31,
------------
2002		$	223,000
2003			211,000
2004			195,000
2005			137,000
2006			120,000
Thereafter         90,000
                  -------
		$	976,000
                =========

Rent expense, including related party rent, was
$259,121 and $232,965 for the years ended December
31, 2001 and 2000, 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 a year with 10% increases a year in the
second through fifth year.

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, 2001, the Company has provided
advertising services of $182,000 and deferred the
remaining $52,000 until the advertising services
are provided.  In addition, the Company
distributed promotional videos with a cost of
approximately $145,000, which was recognized as
promotion expense in the year ended December 31,
2000.  The cost of the remaining videos has been
deferred and will be recognized as expense when
distributed.  At December 31, 2001, prepaid
advertising as a result of this transaction was

<PAGE>61

CASINO JOURNAL PUBLISHING GROUP, INC.
        AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9 - BARTER TRANSACTIONS (continued)


$95,500.  The Company intends to enter into a
final settlement regarding the prepaid advertising
and the remaining deferred revenue in the first
quarter of 2002.





<PAGE>62



(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






 (B)    REPORTS ON FORM 8-K
          None



<PAGE>63
                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 29, 2002

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                                                 3/29/02
------------------------------                                     Date:
Alan Woinski
President and Director
(Principal Executive, Financial and Accounting)

/s/ Kim Santangelo-Woinski                                       3/29/02
------------------------------                                     Date:
Kim Santangelo-Woinski
Director

/s/ Glenn Fine                                                   3/29/02
------------------------------                                     Date:
Glenn Fine
Director

/s/ Adam Fine                                                    3/29/02
------------------------------                                      Date:
Adam Fine
Chief Operating Officer and Director

/s/ Lisa Robertson                                               3/29/02
------------------------------                                      Date:
Lisa Robertson
Vice President and Director

/s/ Derek James                                                 3/29/02
------------------------------                                     Date:
Derek James
Controller



<PAGE>63

/s/Barbara Chan                                                 3/29/02
------------------------------                                     Date:
Barbara Chan
Director
</TABLE>