<PAGE>2

                      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: 12/31/00
                       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)

  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)

                      (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  ]

The Company's revenues for its most recent fiscal year were
$13,006,182.   As of December 31, 2000, the market value of the
Company's voting $.00l par value common stock held by non-affiliates of
the Company was $2,109,418.

The number of shares outstanding of Company's only class of common
stock, as of December 31,2000 was 6,711,427 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
     --------          --------



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                                    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 organizes and
sponsors 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 3 wholly owned
subsidiaries, Casino Publishing, Inc.; Gaming Entertainment Expositions
and Gaming Venture Corp., U.S.A.

Its two most important publications are Casino Journal ("CJ") and
Casino Player ("CP"). CJ is a leading trade magazine for the gaming
industry.  Its primary audience is upper and middle management at U.S.
casinos, state and federal legislators and regulators, institutional
investors in casino stocks and bonds and securities analysts who
concentrate on the gaming industry.   CP, on the other hand, is devoted
principally to consumers of the gaming industry, and management
believes it is the foremost publication of its kind.

Both magazines are high-end, full-color, glossy publications, issued on
a monthly basis with circulations of 20,000 for CJ and 200,000 for CP
although actual monthly readerships for both magazines are considered
to be significantly higher.  In November of 1998, the Company
introduced its newest monthly magazine, Strictly Slots.    Strictly
Slots is a consumer magazine devoted to the casino gambler and
executive.  Slot machines now make up over 70% of a casino's gaming
space.

On a custom-basis the Company also publishes 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 include, among others, Nevada Hospitality, Casino Ops, Boyd
Gaming, Pavarotti concerts and generally provide their readers with
information about hotel accommodations, restaurant, entertainment,
Company developments and special promotions.   Also part of its
customized publishing is the Company's production of brochures, direct
mail pieces and directories for such industry conventions and casino
festivals.

The Company issues six newsletters on a daily, weekly or monthly basis
for the gaming industry and its consumers.  These include National
Gaming Summary, 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 organizes and sponsors 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 are exhibited at trade shows by
vendors, casinos and government/political organizations.  Educational
programs are disseminated though seminars, lectures and speeches.
Special events are held such as luncheons, cocktail receptions and
dinners.

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
renown gambling experts who usually write for the Company publications.

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.



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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: (a) magazines though subscription charges and advertising
fees, (b) newsletters through subscription charges, (c) custom
magazines through fees charged to individual clients, (d) conventions
through exhibitor, sponsor and attendee fees as well as sales of
directories and other items and (e) festivals through fees charged to
attendees or a specific casino, (f) mail-order catalog through sales of
gaming products.   Subscription charges and advertising fees from CJ
and CP represent a substantial portion of the Acquired 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, 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 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.

Since 1993 the Company, in association with several other entities,
including Bear Stearns & Lionel, Sawyer and Collins, has 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.  Since 1994 it has 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. In 1998, the Company began production

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of the Atlantic City Chamber of Commerce Business Expo, a yearly
conference in conjunction with The Greater Atlantic City Chamber of
Commerce.   The Company also began production of the UNLV Casino Ops
conference in 1998 with the University of Nevada Las Vegas' Gaming
Institute.  From 1995 to date, the Company has sponsored 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.    To date, 3 issues of Casino Ops have
been produced.

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

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

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.  The
remaining 40% interest will be held by the founders of Poker Digest,
LLC, who will continue to operate the Company.  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 certain assets to GEM
Communications, LLC for approximately $2,625,000 of cash and an
ownership interest in the purchaser valued at $1,800,000.  The
gain on the sale prior to any performance-based adjustments was
approximately $4,276,000.  The Company may also receive up to
$375,000 in additional funds within the next year if certain
performance criteria are met.

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 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

<PAGE>6

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.

PUBLICATIONS & SPECIAL EVENTS

       Proprietary Magazines

The Company publishes 3 of its own gambling-oriented magazines--- One
for those in the gaming industry and the others for gaming consumers
and enthusiasts.

        Casino Journal

Casino Journal is the Company's premier trade magazine serving the U.S.
gaming industry.  It is generally distributed to executives and
personnel of casinos and 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 interview
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.

         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 70,000 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.

Also published monthly, this magazine, though smaller in size then
Casino Journal, is a full-color, glossy magazine that usually runs from
80 to 112 pages in each issue.   Actual circulation approximates
200,000 copies, and total readerships are estimated at 600,000.   So
advertising may be specifically tailored to the major gaming
destinations, this magazine has four regional editions and one national
one although the editorial content remains the same for each edition.

             Strictly Slots

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

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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 and to date the results
have been above expectations.

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 "The Aggravated Gambler" and "Perfectly Frank."   Much
of the Company's advertising and subscription revenue growth in 1999
came 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.

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

          Nevada Hospitality

On a bi-monthly basis, the Company has 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.

               Boyd Gaming Magazine

On an annual basis the Company publishes 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

<PAGE>8

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.

              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, 3 issues of the
magazine have been produced.   The Company expects that as they expand
their Casino Ops trade shows to include more major gaming areas, the
frequency of the publishing and distribution of Casino Ops magazine
will increase.

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

                  National Gaming Summary ("NGS")

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.

               Atlantic City Insider ("ACI")

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.



<PAGE>9

The Gaming Industry Weekly Report is a 5 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 a joint venture with HVS International.   Produced in the
same format as The Gaming Industry Daily Report, the one page
newsletter is faxed and e-mailed each evening to investors and
executives involved in the hotel and lodging industry.   Each day the
newsletter recaps the events and stock price movements that occurred as
related to the lodging and hotel industry.

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

Trade Show/Conventions/ Special Events

The Company organizes and sponsors five trade show / conventions and
other special events.

American Gaming, Lodging and Leisure Summit ("AGLLS")

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 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 handles most of the arrangements for the Summit,
this conference operates 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.

The Company primarily generates revenue from this event from exhibitor,
sponsor and attendee fees and charges for directories.

The Company and its partners have not yet decided to keep the show
annually in January or whether the timing of the show will change each
year.

Southern Gaming Summit ("SCS")

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, produces the conference.  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.

<PAGE>10

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 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.   The
Company plans to introduce Casino Ops conferences in other gaming areas
in the future.

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.

Gaming Festivals

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

Classic Poker Cruises

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

The Company receives a block of cabins from the cruise line and sells
these cabins to the readers of their affiliate, 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.


<PAGE>11

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
70,000 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.

Production of Publications

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

The production of its newsletters and convention attendee directories
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 other special events 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, Casino Ops and Casino Journal
are mailed directly to subscribers, including libraries, and are
delivered in bulk to casinos and hotels.  Issues of Casino Player and
Strickly Slots 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 trade shows and conventions sponsored by the
Company is typically marketed to subscribers to its magazine, through
direct mail and by special invitation. Company merchandise is generally
sold by catalog through direct mailings to its magazine subscribers and
over the Internet at the Company's web site.

The Company's in-house sales staff directly solicits advertisers for
its magazines through face-to-face presentations, direct mail and by
telephone.  Typically, advertising rates in the Acquired 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

<PAGE>12

(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; Casino Journal: 1 year --- $ 79, Poker Digest: six months --
$39, 1 year -- $69.    The newsstand price for Casino Journal is $10
per issue and 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.  Attendee rates for the
Company's tradeshows usually vary from $395 to $895 and exhibitor rates
from $1195 to $6000, depending on the particular summit or convention.

Competition

The Company's trade magazine essentially competes with two other
publications, "Casino Executive ("CE") and "International Gaming and
Wagering Business." ("IGWB"). Though in business for 18 years, IGWB's
focus is on the international gaming market and lotteries in addition
to gaming in the U.S.  The foreign market tends to be fragmented, small
and spread among many countries.  The Company concentrates on the U.S.
market and avoids lottery coverage.  CE, in its fourth year of
publication, targets the U.S. market.   Competition among these
concerns occurs on the bases of advertising rates and quality of
editorial and articles.  Currently, CP, the Company's consumer
magazine, has minimal direct 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.'

The only competitor of the Company in the trade show/convention area is
IGWB's World Gaming Congress. This Congress is international in scope
and does not appear to conflict with the Company's U.S. trade shows.

With regard to its other publications, events and merchandizing, the
Company has either experienced no or minimal competition.  The only
other tradeshow for the gaming industry, IGBE, had hired the Company as
a Consultant until the year 2001.   IGBE was acquired by Gem
Communications, producer of IGWB and CE magazine and World Gaming
Congress.

Employees

As of December 31, 2000, the Company had 51 full-time employees
including its officers of whom 9 served as writers and editors, 5 in
arts and graphics, 7 in sales and marketing, 3 in bookkeeping and
accounting, 10 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, 2000 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
<S>                       <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, 2001              $18,000
</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.

<PAGE>13

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, 2000, no
matters were submitted to a vote of the Company's security holders, through
the solicitation of proxies.





<PAGE>14
                                   PART II

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

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

The following table sets forth the range of high and low bid quotations
for the Company's common stock for each quarter of the last two fiscal
years, as reported on the NASD Bulletin Board, by Wien Securities, Hill
Thompson, MH Meyerson, Nite Securities, Olsen Payne, Paragon, Sharpe
Capital, US Clearing Corp., Wilson Davis, Troster Singer, Barron Chase
Securities, Gradey Hatch and Company 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
                <S>                      <C>                       <C>

             3/31/99                     3.75                      2.75
             6/30/99                     3.50                      2.13
             9/30/99                     3.00                      2.25
             12/31/99                    1.19                      2.50
             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
</TABLE>

The approximate number of holders of record of the Company's $.001 par
value common stock, as of December 31, 2000, was 910.   Currently, as
of March 15, 2001, 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 major trade shows 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
and prolonged recessionary periods.

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 ("Gaming").  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.

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.

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

<PAGE>15

January 1, 1996 and requires annual rent payments of $18,000.   Total
related party rent expense was $138,000 for each of the years ended
December 31, 2000 and 1999.

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, 1999, the Company had an increase in
loan receivables from shareholders and related parties of $175,195 and
an increase in loans receivable from employees of $1,382.  The Company
purchased $70,422 worth of equipment, purchased a certificate of
deposit for $400,000 and had an increase in marketable securities of
$545,208.  As a result, the Company had cash flow used in investing
activities of $1,192,207 for the year ended December 31, 1999.

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 $178,265 for the year ended December 31, 2000.

For the year ended December 31, 1999, the Company had an increase in
notes payable of $20,000.   The Company made distributions of $158,240
to minority interest.  The Company received proceeds of $66,375 from
the issuance of its common stock.  As a result, the Company had net
cash used in financing activities of $71,865 for the year ended
December 31, 1999.

Results of Operations.   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
$6,241,377.   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 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 had a net loss of $1,682,668, which includes noncash
compensation of $2,145,000 in connection with the April 1998 merger of
the Company and Gaming Venture Corp., U.S.A. for the year ended
December 31, 1999.   The Company earned revenues of $13,407,614 that
consisted of advertising revenue of $7,204,442, subscriptions revenue
of $3,887,702 and other revenues, which consisted primarily of
consulting fees of $657,857, tradeshow revenues of $1,344,048 and
miscellaneous revenues of $313,565.   The Company had direct costs of
$6,560,080 for the year ended December 31, 1999.   Operating expenses
for the year ended December 31, 1999 were $8,204,958.   These consisted
principally of general and administrative expenses of $4,920,531 which
includes payroll related costs of $3,382,398, postage of $307,793,
travel and entertainment of $139,675, bad debts of $63,884 and other



<PAGE>16

nonmaterial expenses of $1,026,781.   Promotion expenses were $907,573
and undistributed stock compensation was $2,145,000 for the year ended
December 31, 1999.

The Company had an increase in accounts receivable of $1,271,417.
Inventories increased $3,379 for the year ended December 31, 1999 and
prepaid expenses decreased by $75,314.  Deferred promotion expenses
decreased $541,161.   Deferred advertising revenues decreased $118,056.
Deferred subscription revenues increased $756,957 from the sale of its
magazine and newsletter subscriptions.   Deferred tradeshow revenues
decreased $312,978.   The Company had depreciation and amortization of
$216,818 for the year ended December 31, 1999.   The Company had
undistributed stock compensation of $2,145,000.   The Company had
minority interest in earnings of American Gaming Summit, LLC and
Southern Gaming Summit, LLC of $158,240.  The Company had an increase
in accounts payable and accrued expense of $238,465.   Other assets
decreased by $443 for the year ended December 31, 1999.  Income taxes
payable increased by $153,000 and the Company had interest earned on
certificate of deposit of $1,809.  Net cash provided by operations for
the year ended December 31, 1999 was $$895,091.

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.



<PAGE>17
                                  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
<S>                                <C>                  <C>

Glenn Fine                         42          Chairman, CEO & Director

Alan Woinski                       36          President, CFO & Director

Adam Fine                          31                COO, Director

Lisa Robertson                     34          Vice President, Director

Derek James                        43                  Controller

Kim Santangelo-Woinski             37                   Director

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 and
Kim Santangelo-Woinski.   Mr. James has been employed by the Company for
four 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.

Resumes.

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

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



<PAGE>18

has directed the growth of the Company through its startup of various new
magazines, newsletters and trade shows and subsequent merger with Gaming
Venture Corp., U.S.A. to form Casino Journal Publishing Group, Inc.

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

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

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

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

ITEM 10.   EXECUTIVE COMPENSATION

In April of 1998, the Company entered into five-year employment contracts
with Messr Fines, Woinski and Gros 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 $225,000 and
$265,000 for the years ended December 31, 2000 and 1999, respectively as an
officer of the Company.  Glenn Fine was paid $525,000 and $592,500 at
December 31, 2000 and 1999, respectively.   Adam Fine was paid $250,000 and
$337,500 at December 31, 2000 and 1999, respectively.   Roger Gros was paid
$146,650 and $175,000 at December 31, 2000 and 1999, respectively.   Mr.
Gros resigned his position in December 2000.      Lisa Robertson was paid
$170,000 and $175,000 at December 31, 2000 and 1999, 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, 2000 and 1999.



<PAGE>19

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 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>
<TABLE>
                                                               Percentage of
                                           Number & Class     Outstanding
Name and Address                             of Shares       Common Shares
<S>                                                 <C>             <C>

Alan Woinski                               716,500 (1)(2)         10.68%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232

Lucky Management Corp.                     716,500(1)(2)          10.68%
P.O. Box 1396
Paramus, NJ 07653

Kim Santangelo-Woinski                     716,500(1)(2)          10.68%
8025 Black Horse Pike
Suite 470
West Atlantic City, NJ 08232

Glenn Fine                                     2,957,078           44.06%
5240 Southeastern
Las Vegas, NV 89119

Adam Fine                                       710,915            10.59%
5240 Southeastern
Las Vegas, NV 89119

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

Roger Gros                                      370,000             5.5%
5240 Southeastern
Las Vegas, NV 89119

All Directors & Officers
as a group (5 persons)                        4,759,493           70.92%
</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



<PAGE>20

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

2.        Stock Reserved for the Plan.   Subject to adjustment, a total of
1,200,000 shares of Common Stock, $.001 par value per share ("Stock"), 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 (i) the highest and lowest prices at which shares were sold on the
date of grant, if traded on a national securities exchange,  (ii) 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 (iii) 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.

<PAGE>21

(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 192,500 have vested.
                      Expiration date is April 2003

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

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

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company rents two office facilities from shareholders.  One
facility is occupied pursuant to a ten-year lease, which began on
June 1, 1997 and requires annual rent payments of $120,000, and
the other facility is occupied pursuant to a five-year lease
which began on January 1, 1996 and requires annual rent payments
of $18,000.  Total related party rent expense was $138,000 for
each of the years ended December 31, 2000 and 1999.




<PAGE>22

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, 2000             2
   Statement of Operations
      Years Ended December 31, 2000 and 1999      3
   Statement of Comprehensive Loss
      Years Ended December 31, 2000 and 1999      4
   Statement of Changes in Shareholders' Equity
      Years Ended December 31, 2000 and 1999      5
   Statement of Cash Flows
      Years Ended December 31, 2000 and 1999      6-7
   Notes to Consolidated Financial Statements     8-18

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



<PAGE>23

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, 2000, and the related consolidated statements of
operations, comprehensive loss, changes in shareholders' equity
and cash flows for the years ended December 31, 2000 and 1999.
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, 2000, and the results of their
operations and their cash flows for the years ended December 31,
2000 and 1999 in conformity with accounting principles generally
accepted in the United States of America.





Friedman Alpren & Green LLP

New York, New York
March 13, 2001




<PAGE>24

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2000


ASSETS
<TABLE>
<CAPTION>
Current assets
<S>                                                                                                       <C>
Cash                                                                                                    718,358
Certificate of deposit                                                                                  255,314
Accounts receivable                                                                                   2,278,890
Investment in marketable securities                                                                   1,435,428
Inventories                                                                                              68,193
Loans receivable, shareholders                                                                          218,809
Prepaid expenses and other current assets                                                                47,184
Prepaid advertising                                                                                      95,500
                                                                                                      ---------
Total current assets                                                                                  5,117,676

Property and equipment - at cost, less accumulated
depreciation and amortization                                                                           265,471

Goodwill, less accumulated amortization of $357,669                                                   1,923,932
Loan receivable, shareholders                                                                           427,568
Other assets                                                                                             48,194
                                                                                                     ----------
                                                                                                   $  7,782,841
                                                                                                   ============
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Note payable, bank                                                                                  $   250,000
Current maturities of long-term debt                                                                      9,345
Accounts payable and accrued expenses                                                                 2,064,834
Current portion of deferred subscription revenues                                                     1,054,980
Due to affiliate                                                                                          7,000
                                                                                                     ----------
Total current liabilities                                                                             3,386,159

Deferred subscription revenues, less current portion                                                    386,662
Long-term debt, net of current portion                                                                   37,541
Minority interest                                                                                        47,011
                                                                                                      ---------
                                                                                                      3,857,373
                                                                                                      ---------
Commitments                                                                                                   -

Shareholders' equity
Common stock, $.001 par value; 50,000,000 shares authorized,
       6,807,734 shares issued and 6,711,427 outstanding
                                                                                                         6,807
Additional paid-in capital                                                                           6,625,167
Treasury shares, at cost - 96,307 shares                                                            ( 209,517)
Accumulated other comprehensive income - unrealized loss on investments                              (539,075)
Accumulated deficit                                                                                (1,957,914)
                                                                                                   -----------
                                                                                                     3,925,468
                                                                                                   -----------
                                                                                                     7,782,841
                                                                                                   ===========
</TABLE>

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



<PAGE>25

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                       2000                               1999
                                                                    ---------                        ----------
<S>                                                                     <C>                                <C>
Revenues
Advertising                                                         7,652,430                        $7,204,442
Subscriptions                                                       3,212,109                         3,887,702
Trade shows                                                         1,226,563                         1,344,048
Consulting                                                            349,855                           657,857
Other                                                                 565,855                           313,565
                                                                    ---------                         ---------
                                                                   13,006,812                        13,407,614
                                                                   ----------                        ----------
Direct costs
Printing                                                            3,047,354                         2,718,006
Production                                                          1,256,262                         1,163,733
Postage                                                               649,747                           901,404
Distribution                                                          357,657                           357,181
Commissions                                                           604,324                           754,669
Outside writers                                                       314,264                           177,696
Other                                                                 473,960                           487,391
                                                                     --------                         ---------
                                                                    6,703,568                         6,560,080
                                                                    ---------                         ---------
Gross profit                                                        6,303,244                         6,847,534
                                                                    ---------                         ---------
Operating expenses
Promotion                                                             508,273                           907,573
General and administrative                                          5,428,974                         4,920,531
Depreciation and amortization                                         284,392                           216,818
Interest expense                                                       19,738                            15,036
Undistributed stock compensation                                           -                          2,145,000
                                                                    ---------                         ---------
                                                                    6,241,377                         8,204,958
                                                                   ----------                        ----------
Operating income (loss)                                                61,867                       (1,357,424)

Other income                                                           60,885                            47,996
                                                                    ---------                        ----------
Income (loss) before income taxes
and minority interest                                                 122,752                       (1,309,428)

Income tax expense (benefit)                                          (15,237)                          215,000
                                                                     --------                       -----------
Income (loss) before minority interest                                137,989                       (1,524,428)

Minority interest in earnings                                        (165,346)                        (158,240)
                                                                     --------                       -----------
Net loss                                                             $(27,357)                     $(1,682,668)
                                                                     ========                      ============
Basic and diluted loss per share                                       $(.01)                            $(.34)
                                                                     ========                      ============
Shares used in the calculation of loss per share                    6,249,481                         4,991,078
                                                                   ===========                     ============
</TABLE>

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



<PAGE>26

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                        2000                               1999
                                                                  ----------                        -----------
<S>                                                                   <C>                                <C>
Net loss                                                           $(27,357)                       $(1,682,668)

Other comprehensive loss
Unrealized loss on investments                                     (283,902)                          (182,881)
                                                                  ----------                        -----------
Comprehensive loss                                                $(311,259)                       $(1,865,549)
                                                                  ==========                       ============
</TABLE>



<PAGE>27

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                     Additional      Undistributed
                                     Common Stock      Paid-in          Stock        Treasury        Accumulated
                                    -------------
                                    Shares   Amount    Capital       Compensation      Stock           Deficit
                                   -------- -------    --------      ------------      -----         -----------
<S>                                  <C>        <C>        <C>          <C>            <C>              <C>
Balance, January 1, 1999         4,968,734  $ 4,969   $3,928,769      $     -         $    -          $(247,889)

Issuance of common stock
Options exercised                   33,000       33       61,342            -              -                   -
Stock compensation                   2,500        2        4,998            -              -                   -
Undistributed stock compensation         -        -           -         2,145,000          -                   -

Net loss                                 -       -            -                 -          -         (1,682,668)
                                   --------   -------  ----------      ----------      -----------   -----------
Balance, December 31, 1999       5,004,234    5,004    3,995,109        2,145,000          -         (1,930,557)

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)       -            -                -       (209,517)              -
Net loss                                -         -            -                -              -         (27,357)
                                 ----------  ------    ---------       ----------     ----------      ----------
Balance, December 31, 2000        6,711,427  $6,807   $6,625,167             $-0-     $ (209,517)    $(1,957,914)
                                  =========  ======   ==========      ===========      ==========   ============
</TABLE>

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



<PAGE>28

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                     2000                           1999
                                                                 ----------                  ---------------
<S>                                                                  <C>                         <C>
Cash flows from operating activities
Net loss                                                       $   (27,357)                  $( 1,682,668)
Adjustments to reconcile net loss to net cash provided by
 (used in) operating activities
Undistributed stock compensation                                        -                        2,145,000
Barter transactions                                                (43,500)                              -
Gain on sale of securities                                         (28,291)                              -
Issuance of common stock for services rendered                       6,345                               -
Marketable securities received for consulting services
Rendered                                                           (18,750)                              -
Depreciation and amortization                                      284,392                         216,818
Minority interest in earnings                                      165,346                         158,240
Interest earned on certificate of deposit                           37,339                         (1,809)
Changes in assets and liabilities, excluding effects
  of business combination
Accounts receivable                                                162,065                     (1,271,417)
Inventories                                                       ( 30,084)                        (3,379)
Deferred promotion expenses                                              -                         541,161
Prepaid expenses                                                    23,206                          75,314
Other assets                                                        (1,106)                            443
Accounts payable and accrued expenses                              486,604                         238,465
Deferred subscription revenues                                    (873,663)                        756,957
Deferred advertising revenues                                       24,737                        (118,056)
Deferred trade show revenues                                             -                        (312,978)
Income taxes payable                                              (153,000)                        153,000
                                                                 ----------                      ----------
Net cash provided by (used in) operating activities                 14,283                         895,091
                                                                 ----------                      ----------
Cash flows from investing activities
Additions to property and equipment                               (174,210)                       ( 70,422)
Redemption (purchase) of certificate of deposit                    109,156                        (400,000)
Proceeds from sale of marketable securities                        104,466                                -
Investment in marketable securities                               (100,026)                       (545,208)
Loans receivable, employees                                       (  6,762)                       (  1,382)
Loans receivable, shareholders                                    ( 53,789)                       (175,195)
Cash acquired in connection with business combination               10,151                               -
                                                                  --------                        ---------
Net cash used in investing activities                             (111,014)                     (1,192,207)
                                                                  --------                      ----------
</TABLE>

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



<PAGE>29

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                     2000                           1999
                                                                 --------                        ----------
<S>                                                                 <C>                               <C>
Cash flows from financing activities
Notes payable, bank                                             $  130,000                       $   20,000
Net proceeds of long-term debt                                      41,265                                -
Due to affiliate                                                     7,000                                -
Issuance of common stock                                                 -                           66,375
Distribution paid to Minority Interest                            (118,335)                        (158,240)
                                                                -----------                       ----------
Net cash provided by (used in) financing activities                 59,930                          (71,865)
                                                               ------------                       ----------
Net decrease in cash                                            (   36,801)                        (368,981)

Cash, beginning of year                                            755,159                         1,124,140
                                                                 ---------                         ---------
Cash, end of year                                               $  718,358                        $  755,159
                                                               ===========                        ==========
Supplemental cash flow disclosures
Interest paid                                                   $   19,738                        $   15,036
Income taxes paid                                                   20,500                            68,149

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

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



<PAGE>30

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

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.  The Company
also sponsors and operates gaming industry trade shows.

On April 3, 1998, the Company merged with Gaming Venture Corp.,
U.S.A. ("Gaming"), a Nevada corporation, in a purchase business
combination treated as a reverse acquisition.  Simultaneous
with the acquisition, Gaming changed its name to Casino Journal
Publishing Group, Inc.

Acquisition

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.  The remaining 40% interest will be held by the
founders of Poker Digest, LLC, who will continue to operate the
Company.  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.  Assuming this acquisition had
occurred January 1, 1999, consolidated net sales would have
been approximately $13,548,000 for 2000 and $14,226,000 for
1999.  Consolidated pro forma income and earnings per share
would not have been materially different from the reported
amounts for 2000 and 1999.  Such unaudited pro forma amounts
are not indicative of what the actual consolidated results of
operations might have been if the acquisition had been
effective at the beginning of 1999.

Basis of Presentation

The accompanying consolidated financial statements include the
accounts of the Company and its 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.



<PAGE>31

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment in Marketable Securities and Certificate of Deposit

Marketable securities, consisting of common stock, are
classified as available-for-sale and are stated at fair value.
Net unrealized losses at December 31, 2000 and 1999 were
$283,902 and $182,851, respectively, and are presented as other
comprehensive loss and as a component of shareholders' equity.

The Company has classified its certificate of deposit as held
to maturity.  At     December 31, 2000, the market value of
this investment approximated its book value.  The certificate
of deposit is due on February 5, 2001.

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 other
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.

Deferred Promotion Costs

The Company, which began several direct mailing programs in
1998, accounts for direct-response advertising costs in
accordance with the American Institute of Certified Public
Accountants' Statement of Position 93-7, "Reporting on
Advertising Costs".  The primary purpose of these programs was
to elicit sales from customers, who could be shown to have
responded specifically to the advertising, which, accordingly,
resulted in probable future economic benefits.  Direct-response
advertising consisted primarily of printing, postage and
promotional costs and was amortized over the estimated period
of the future benefit using the ratio of current period
revenues to total current and estimated future period revenues.
The program was completed in 1999 and the remaining direct-
response advertising costs of $541,161 were amortized.



<PAGE>32

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2000, the Company maintained cash balances in
banks and brokerage firms.  Balances are insured for up to
$100,000 by the Federal Deposit Insurance Corporation.  At
times, balances may exceed such insurance limits.  The Company
believes it mitigates its risk by banking with major financial
institutions.

Fair Value of Financial Instruments

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

Goodwill

Goodwill represents cost in excess of fair value of net assets
acquired in merger transactions, and is being amortized over 10
and 15 years.  The Company periodically re-evaluates its
recoverability.  In management's opinion, there has been no
impairment of goodwill at December 31, 2000.

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.
A valuation allowance is recorded to reflect the uncertainty of
realization of deferred tax assets.





<PAGE>33

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 and diluted loss per share is computed by dividing the
net loss by the weighted average number of shares of common
stock outstanding during the periods.  Stock warrants and
options have been excluded from diluted loss per share and have
not been presented because their effect would have been
antidilutive.

Recent Pronouncements

The Company has adopted the Securities and Exchange
Commission's (SEC) Staff Accounting Bulletin No. 101 (SAB 101),
"Revenue Recognition in Financial Statements".  SAB 101
summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in
financial statements.  The Company's revenue recognition
policies were in compliance with SAB 101 prior to adoption and,
accordingly, no adjustments to the financial statements were
necessary.

SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", was issued in June 1998 and was
subsequently amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133 and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain
Hedging Activities".  SFAS No. 133 addresses the accounting for
derivative instruments, including certain derivative
instruments embedded in other contracts, and hedging
activities.  Adoption of these pronouncements is required for
the period beginning on July 1, 2000.  The Company does not
invest in derivative instruments as defined by the
aforementioned pronouncements.




<PAGE>34

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Equipment                                               $205,956
Furniture and fixtures                                   302,203
Vehicles                                                 206,425
Leasehold improvements                                    52,357
                                                         -------
                                                         766,941
Less - Accumulated depreciation
and amortization                                         501,470
                                                         -------
                                                       $ 265,471

Depreciation on property and equipment was $140,099 and $89,889
for the years ended December 31, 2000 and 1999, respectively.

3 - NOTE PAYABLE

A note payable of $250,000 is a demand note and requires monthly
payments of interest only, beginning April 1, 1999, at First
Union National Bank's prime rate plus 1%.  Marketable securities
owned by a shareholder and the certificate of deposit owned by
the Company are collateral for the note.  Interest expense on
the note was $12,370 and $10,047 for the years ended December
31, 2000 and 1999, respectively.

A note payable in the original amount of $53,755 is a finance
obligation payable to First Union National Bank. It is
collateralized by a Company truck and is payable in monthly
installments of $1,129, including interest at 9.16% a year
through March 2005.  For the year ended December 31, 2000,
interest expense was $3,287.



<PAGE>35

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3 - NOTE PAYABLE (Continued)

Maturities of long-term debt as of December 31, 2000 are as follows:

Year Ending
December 31,
------------
2001                $9,345
2002                10,307
2003                11,367
2004                12,537
2005                 3,330
                   --------
                  $ 46,886


4 - INCOME TAXES AND DEFERRED INCOME TAXES

Income taxes and components of deferred tax assets are as follows:
<TABLE>
<CAPTION>
                                                2000                   1999
                                               -------               -------
<S>                                             <C>                     <C>
Current income taxes (benefit)
Federal income taxes                          $(20,737)           $  168,000
State income taxes                               5,500                47,000
                                              --------            ----------
                                              $(15,237)           $  215,000

Deferred tax assets
Undistributed stock compensation              $      -            $  644,000
Stock compensation                             644,000                     -

Less - Valuation allowance                    (644,000)            (644,000)
                                              --------             ---------
Net deferred tax assets                       $   -0-             $     -0-
</TABLE>

5 - STOCK OPTION PLAN

Following the 1998 merger, the Company granted Gaming's
President an option to purchase up to 350,000 shares of the
Company at an exercise price of $2.41.  This option is for a
period of five years from the closing date of the merger, April
1, 1998, and vests at a rate of 20% a year, as long as he is
employed by the Company.  At December 31, 2000 and 1999, 192,500
and 122,500 options, respectively, were vested.




<PAGE>36

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5 - STOCK OPTION PLAN (Continued)

Changes in outstanding options under the stock option plan for
the years ended December 31, 2000 and 1999, and options
exercisable at December 31, 2000, are as follows:
<TABLE>
<CAPTION>
                                                                                   Weighted
                                                                Number              Average
                                                                  Of               Exercise
                                                                Shares                Price
<S>                                                             <C>                   <C>
Outstanding, January 1, 1999                                   597,500               $ 2500
Exercised January 21, 1999 at $1.50                           (  5,000)               1.500
Exercised February 19, 1999 at $2.125                         (  3,000)               2.125
Granted at April 3, 1999 at $2.41                               70,000                2.410
Exercised June 1, 1999 at $1.50                               ( 15,000)               1.500
Exercised June 9, 1999 at $2.50                               ( 10,000)               2.500
Expired                                                       ( 30,000)               1.500
                                                              --------
Outstanding at December 31, 1999                               604,500                2.587
Granted at April 3, 2000                                        70,000                2.410
Expired                                                       (482,000)               2.430
                                                              --------                -----
Outstanding at December 31, 2000                               192,500              $ 2.410
                                                              ========              =======
</TABLE>
The Company applies SFAS No. 123, "Accounting for Stock-Based
Compensation", which permits entities to recognize as expense,
over the vesting period, the fair value of all stock-based
awards on the date of grant.  Alternatively, SFAS No. 123 allows
entities to continue to apply the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees", and provide pro forma net income and pro
forma earnings per share disclosures for employee stock grants
made as if the fair-value-based method defined in SFAS No. 123
had been applied.  The Company has elected to continue to apply
the provisions of APB No. 25 in accounting for its plan and,
accordingly, no compensation cost has been recognized for its
stock options granted to employees in the financial statements.



<PAGE>37

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5 - STOCK OPTION PLAN (Continued)

Had compensation expense for the Company's stock-based
compensation plan been determined for the years ended December
31, 2000 and 1999 based on fair values at the grant dates for
awards under those plans, the Company's net loss and loss per
share would have been as follows:
<TABLE>
<CAPTION>
                                             2000                        1999
                                            ------                       ------
<S>                                         <C>                          <C>
Net loss
As reported                              $( 27,357)                     $(1,682,668)
Pro forma                                 (125,644)                      (1,804,093)
Basic and diluted loss per share
As reported                               (    .01)                      (      .34)
Pro forma                                 (    .02)                      (      .36)
</TABLE>
The weighted average fair value of options granted during 2000
and 1999 was estimated on the date of grant using the Black-
Scholes option-pricing model, and the following assumptions:
<TABLE>
<CAPTION>
                                             2000                         1999
                                            ------                      --------
<S>                                           <C>                           <C>
Expected volatility                         64.93%                        50.36%
Risk-free interest rate                      4.59%                         6.33%
Expected life                              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, 2000 are as follows:

Outstanding                                           Weighted
And                                                    Average
Exercisable                                         Contractual
at December 31,           Exercise                     Periods
2000                        Price                     (in Years)
---------------          ----------                 ------------

192,500                    $2.41                            3.25




<PAGE>38

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6 - STOCK PURCHASE WARRANTS

In June 1995, Gaming authorized a distribution to shareholders
of 100,000 each of A and B stock purchase warrants, exercisable
as follows:

$4.00 plus one A warrant for each share of common stock
$6.00 plus one B warrant for each share of common stock

The warrants were exercisable for a period of 24 months from the
date of issue and were callable with 30 days' notice at a price
of $.001 per warrant.  The exercisable period was subsequently
extended through December 31, 2000.  No such warrants were
exercised for the year ended December 31, 2000.

7 - COMMON STOCK

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.

8 - 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.  Total related party rent expense was $138,000 for
each of the years ended December 31, 2000 and 1999.




<PAGE>39

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8 - RELATED PARTY TRANSACTIONS (Continued)

Loans receivable, shareholders and related parties include loans
to the majority shareholder of $445,504, a loan of $10,120 to a
family member of a shareholder, and loans of $190,753 to another
shareholder.  Repayments began at the end of the first quarter
of 2000 with the shareholders returning shares of the Company's
common stock held at a minimum rate of 10% of the outstanding
loan balance per quarter.  During the year ended December 31,
2000, the Company reacquired 96,307 shares of restricted common
stock from two shareholders, valued at $209,517, as 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.


9 - COMMITMENTS

Lease Commitments

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

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

Approximate future minimum lease payments at December 31, 2000,
including rents under leases with related parties, are as
follows:

Year Ending
December 31,
------------
2001                               $247,000
2002                                253,000
2003                                242,000
2004                                227,000
2005                                137,000
Thereafter                          220,000
                                 ----------
                                 $1,326,000
                                 ==========

Rent expense, including related party rent, was $232,965 and
$219,237 for the years ended December 31, 2000 and 1999,
respectively.




<PAGE>40

CASINO JOURNAL PUBLISHING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9 - COMMITMENTS (Continued)

Employment Agreements

Effective April 1, 1998, the Company has 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.


10 - 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,
2000, 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, 2000, prepaid advertising as a result of this transaction
was $95,500.


11 - SUBSEQUENT EVENT

On January 10, 2001, the Company sold certain assets to GEM
Communications, LLC for approximately $2,625,000 of cash and an
ownership interest in the purchaser valued at $1,800,000.  The
gain on the sale prior to any performance-based adjustments was
approximately $4,276,000.  The Company may also receive up to
$375,000 in additional funds within the next year if certain
performance criteria are met.




<PAGE>41








(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>42
                                  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 24, 2001        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>
<S>                                                               <C>
/s/ Alan Woinski                                                 3/24/01
------------------------------                                     Date:
Alan Woinski
President and Director
(Principal Executive, Financial and Accounting)

/s/ Kim Santangelo-Woinski                                       3/24/01
------------------------------                                     Date:
Kim Santangelo-Woinski
Director


/s/ Glenn Fine                                                    3/24/01
------------------------------                                     Date:
Glenn Fine
Director


/s/ Adam Fine                                                      3/24/01
------------------------------                                        Date:
Adam Fine
Chief Operating Officer and Director


/s/ Lisa Robertson                                                  3/24/01
------------------------------                                        Date:
Lisa Robertson
Vice President and Director


/s/ Derek James                                                    3/24/01
------------------------------                                        Date:
Derek James
Controller



</TABLE>