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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                                    Commission File No.
September 30, 2000                                                        0-8698

                           CONCORDE GAMING CORPORATION
                 (Name of small business issuer in its charter)

            Colorado                                         84-0716683
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

                3290 Lien Street, Rapid City, South Dakota 57702
                    (Address of principal executive offices)

                    Issuer's telephone number: (605) 341-7738

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, $0.01 par value per share
                                (Title of Class)

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

         Check if disclosure of delinquent filers 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 the registrant'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. [ ]

         State issuer's revenues for the most recent fiscal year.  $17,375,232

         The aggregate market value of the voting stock held by non-affiliates
of the registrant as of April 5, 2001 was $57,879. This calculation is based
upon the price at which a share of voting stock was last traded ($0.01) on April
5, 2001.

         The number of outstanding shares of the issuer's $.01 par value common
stock was 24,070,402 as of April 24, 2001.


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

         Concorde Gaming Corporation (the "Company" or "Registrant") was
incorporated as a Colorado corporation on September 1, 1976. The Company,
through a wholly owned subsidiary, Concorde Cripple Creek, Inc., a Colorado
corporation ("Concorde Cripple Creek"), owns and operates the Golden Gates
Casino ("Golden Gates Casino"), a limited stakes casino in Black Hawk, Colorado,
and, through wholly owned subsidiaries, Concorde Cruises, Inc., a South Dakota
corporation ("Concorde Cruises"), and Conami, Inc., a Florida corporation
("Conami"), owns 100% of Bayfront Ventures, a Florida general partnership which
conducts business under the name Casino Princesa (the "Casino Princesa") and
Princesa Partners, a Florida general partnership ("Princesa Partners"), which
owns and operates an offshore gaming vessel (the "Princesa") from Bayfront Park,
Miami, Florida. The Company is currently in the process of consolidating Casino
Princesa and Princesa Partners with Concorde Cruises. Concorde Cruises owns 100%
of Casino Princesa and Conami owns 80% of Princesa Partners with the remaining
20% owned by Concorde Cruises. Princesa Partners owns the Princesa and pursuant
to a Charter Agreement (the "Charter") dated October 2, 1998, charters the
Princesa to Casino Princesa which operates the Princesa. Construction of the
Princesa was completed and the Princesa commenced operations in October, 1998.

BUSINESS DEVELOPMENTS

         CASINO PRINCESA

         Partnership Interest Purchase Agreement. In August 1997, the Company
purchased an 80% interest in Casino Princesa. Goldcoast Entertainment Cruises,
Inc., an unaffiliated Florida corporation ("Goldcoast") owned the remaining 20%
at such time. Pursuant to a Partnership Interest Purchase Agreement (the
"Purchase Agreement") dated as of March 31, 2000 between Concorde Cruises,
Goldcoast and Michael A. Hlavsa ("Hlavsa") and David Grossman, the shareholders
of Goldcoast, Concorde Cruises acquired the 20% interest held by Goldcoast in
each of Bayfront Ventures and Princesa Partners for $1,500,000 (the "Purchase
Price").

         Use Agreement. On June 25, 1997, Casino Princesa entered into a Use
Agreement ("Use Agreement") with Bayfront Park Management Trust, a limited
agency and instrumentality of the City of Miami, Florida (the "Trust"). The Use
Agreement was amended on August 29, 1997. The Use Agreement grants Casino
Princesa the exclusive right to use the Trust's docking facilities at Bayfront
Park for the purpose of docking vessels, including an offshore gaming vessel.
The initial term ("Initial Term") of the Use Agreement, as amended, is for five
years commencing October 1, 1997. Casino Princesa has the option to extend for
one additional five-year term ("Extension Term") at the end of the Initial Term
if there has been no event of default under the Use Agreement. Casino Princesa
also has a right of first refusal to extend an additional five year term (the
"Additional Term") following the end of the Extension Term provided the Trust in
its sole discretion has determined to permit the continued use of the Trust's
docking facilities by a gaming vessel and there has been no event of default
under the Use Agreement.



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The Use Agreement provides that Casino Princesa will pay the Trust annual fees
during the Use Initial Term as follows: $400,000 in year one, $450,000 in each
of years 2 and 3, and $475,000 in each of years 4 and 5. During the Extension
Term the annual fees increase by four percent (4%) over the previous year and
during the Additional Term the annual fees increase by eight percent (8%) over
the previous year. The Company is also required throughout the term of the Use
Agreement to provide an irrevocable letter of credit on behalf of Casino
Princesa for the benefit of the Trust, in an amount equal to the next two years'
annual fees. As of September 30, 2000, the Company has provided a $475,000
irrevocable letter of credit (the "Letter of Credit") to the Trust. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS--Liquidity and Capital Resources."

         FINANCING

         Princesa Partners entered into a Loan and Security Agreement (the "Loan
Agreement") with a number of lenders (the "Lenders"), to obtain permanent
financing (the "Vessel Loan") for the Princesa. Proceeds of the Vessel Loan were
used to pay in full the loan for construction financing with respect to the
Princesa, to acquire equipment (including gaming equipment) for the Princesa and
for other project costs. The Vessel Loan is secured by a first Preferred Ship
Mortgage (the "Ship Mortgage") dated October 15, 1998. Also, Casino Princesa and
Princesa Partners granted to the Lenders, pursuant to a Security Agreement (the
"Security Agreement") dated as of October 22, 1998, a security interest in all
furniture, furnishings, machinery and equipment (including gaming equipment)
owned by Casino Princesa or Princesa Partners and used in connection with or
located on the Princesa. Casino Princesa is currently in default of the Loan
Agreement due to non-compliance with certain of the covenants contained in the
Loan Agreement. The Company has been advised by the lenders that they have
tentatively agreed to waive such noncompliance until October 1, 2001. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS--Liquidity and Capital Resources."

         Pursuant to the Vessel Loan, Casino Princesa and the Company guaranteed
the obligations of Princesa Partners pursuant to a Guaranty, Subordination
Agreement, Security Agreement and Indemnity dated October 22, 1998 (the
"Bayfront Guaranty") and to a Guaranty dated October 22, 1998, respectively. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS--Liquidity and Capital Resources."

         GOLDEN GATES CASINO

         Parking Garage Agreement. Concorde Cripple Creek, Elevation E8000+, LLC
("E8000") and KMM Parking L.L.C., a Colorado limited liability company ("KMM")
entered into an agreement dated October 22, 1997 (the "Parking Garage
Agreement") to subject certain property located in Black Hawk, Colorado to a
condominium regime. Pursuant to the Parking Garage Agreement, the parties
contributed parcels of land adjacent or near the Golden Gates Casino for
construction of a 450-stall parking garage ("Parking Garage"). The Parking
Garage Agreement was amended on February 2, 1998, July 6, 1998 and October 19,
1998. Concorde Cripple Creek and KMM entered into a Sublease (the "Sublease")
dated December 30, 1998 pursuant to which Concorde Cripple Creek leased at no
cost 50 parking spaces from KMM for use during construction of the Parking
Garage. Pursuant to the Parking Garage Agreement, KMM obtained a loan (the
"Loan") for approximately $10,000,000 to finance



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construction of the Parking Garage with the Loan to be repaid solely by KMM.
Collateral for the Loan includes the land each of the parties contributed under
the Parking Garage Agreement. Construction of the Parking Garage was completed
in March 2000. Pursuant to the Parking Garage Agreement the parties will enter
into a condominium declaration whereby each party will be granted title to a
proportionate share of the parking spaces based on each party's contribution of
property, provided however, that Concorde Cripple Creek will own a minimum of 34
parking spaces. Additionally, only KMM's property will secure the Loan after the
condominium declaration is entered into. Further, Concorde Cripple Creek will be
required to lease E8000's parking spaces from E8000, which will be a minimum of
41 parking spaces.

COLORADO OPERATIONS

         Colorado law permits limited stakes casino gaming ($5.00 or less per
wager) in three historic mining towns, Black Hawk and Central City, adjacent
towns located approximately 40 miles west of Denver, and Cripple Creek,
approximately 90 miles south of Denver. Black Hawk and Central City form the
primary gaming market in Colorado, and competition within these markets is
intense.

         The Golden Gates Casino is located on Main Street in Black Hawk,
Colorado directly across from the Richman Street Bridge, which bridge provides
access onto Main Street from U.S. Highway 119. The Golden Gates Casino offers 3
blackjack tables, 1 poker table, and 216 gaming machines on approximately 3,800
square feet of gaming floor space and also features a 50-seat restaurant, a full
service liquor bar and furnishes nightly valet parking.

         The Golden Gates Casino depends primarily upon "day-tripper" visitor
traffic from Denver metropolitan area residents for its customer base. Denver,
and its surrounding communities, have an approximate population of 2 million.
Approximately three million people live within a 100-mile radius of the Black
Hawk/Central City area.

         COMPETITION

         The primary competition for the Golden Gates Casino is from other
casinos operating in Black Hawk and Central City, of which there were
approximately 26 as of September 30, 2000, and, secondarily, casinos operating
in Cripple Creek of which there were approximately 19 as of September 30, 2000.
The Company believes that the primary competitive factors in the Black
Hawk-Central City market are location, availability and convenience of parking,
number of gaming machines and tables, types and pricing of amenities, name
recognition, and overall atmosphere.

         In June 1998, the Lodge Casino at Black Hawk opened across the street
from Golden Gates Casino. In late December of 1998, a new casino, the Isle of
Capri, opened in Black Hawk and added approximately 1,100 gaming devices to the
Black Hawk gaming market. In November 2000, the Riviera opened approximately one
block from the Golden Gates Casino and in March 2000, The Black Hawk Mardi Gras
L.L.C. opened directly across Main Street from the Golden Gates Casino.
Collectively, the Riviera and The Black Hawk Mardi Gras L.L.C. added
approximately 1,720 gaming devices to the Black Hawk gaming market. In addition,
other


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casino projects are reported to be in various stages of planning or have
commenced construction in Black Hawk. More experienced, nationally recognized
casino operators from other areas of the country have entered, or announced
plans to enter, the Colorado gaming market, including Harvey's Hyatt Black Hawk
Hotel & Casino, Anchor Gaming and Fitzgerald's, many of which have substantially
greater financial and marketing resources than the Company or Concorde Cripple
Creek. Because Colorado does not limit the total number of gaming licenses
available for issuance in Colorado and there are no minimum facility size
requirements, the Company expects the number of gaming facilities to continue to
increase.

         While it is difficult to assess the development and timing of competing
projects and the likelihood of whether any or all of the announced projects will
eventually be built and at what size, it is reasonably likely that at least some
of the announced projects will be completed and opened to the public. The
Company believes the opening of the Lodge Casino at Black Hawk, the Riviera and
the Black Hawk Mardi Gras has increased the number of casino patrons and
increased revenues over prior years results. However, should any of the
announced casino projects open, the increased competition may adversely affect
the Golden Gates Casino's operations.

         On November 4, 1999, Central City property owners approved a business
improvement district to seek financing for the construction of a southern
access road (commonly referred to as the South Access) to Interstate 70. This
road, if constructed, would provide a faster route for gamblers to drive to
Central City off of I-70. If the South Access is built, it would likely have a
negative impact on the Golden Gates Casino. Central City is located adjacent to
Black Hawk and currently provides the primary competition to the gaming
establishments in Black Hawk, with 7 casinos and approximately 1,839 gaming
devices. Black Hawk has historically enjoyed an advantage over Central City in
large part because access to Central City by State Highway 119 (currently the
only major access to either Black Hawk or Central City from the Denver
metropolitan area and Interstate 70) requires customers to drive by and, in
part, through Black Hawk to reach Central City.

         A decline in the Denver economy, a decline in the Black Hawk gaming
market, or increased competition for Denver metropolitan area residents from
other gaming jurisdictions both inside and outside Colorado, could have a
material adverse effect on Golden Gate Casino's results of operations, financial
position and cash flows.

         In addition to competing with other gaming facilities in Colorado as
described above, the Golden Gates Casino competes, to a lesser degree, for
customers with gaming facilities nationwide, including casinos in Nevada and
Atlantic City and casinos operated on Native American lands in various Western
states, including Colorado. Many of these competitors have substantially greater
financial resources and experience in the gaming business. The Golden Gates
Casino also competes with other forms of gaming on both a local and national
level, including state-sponsored lotteries, charitable gaming and pari-mutuel
wagering, among others, and competes for entertainment dollars generally with
other forms of entertainment. Further expansion of legalized casino gaming to
new jurisdictions throughout the United States may also affect competitive
conditions.


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SEASONAL FLUCTUATION AND INCLEMENT WEATHER

         Because the Golden Gates Casino is located in the Rocky Mountains,
sudden and severe winter storms may adversely affect Concorde Cripple Creek's
revenues. Access to Black Hawk, which is located ten miles from Interstate 70,
is via a two-lane secondary road. In bad weather, and in the winter months
generally, this access road is difficult to traverse, reducing the number of
patrons traveling to Black Hawk and negatively affecting the Company's revenues
during these periods. In addition, bad weather can result in a loss of services
to the Golden Gates Casino which negatively affects Concorde Cripple Creek's
operations. As a result, the Golden Gates Casino's business tends to be
seasonal, with the highest level of activity occurring during the summer months.

         DIFFICULTY IN ATTRACTING AND RETAINING QUALIFIED EMPLOYEES

         The operation of the Golden Gates Casino requires qualified managers
and skilled employees with gaming industry experience and qualifications
necessary to obtain the requisite licenses. The Company believes that a shortage
of skilled labor exists in the gaming industry and that this shortage will make
it increasingly difficult and expensive for the Golden Gates Casino to attract
and retain qualified employees. Increasing competition in the Black Hawk market
for qualified employees may lead to higher costs in order to retain and attract
qualified employees. While the Company believes that the Golden Gates Casino
will be able to attract and retain qualified employees, there can be no
assurance that the Golden Gates Casino will be able to do so. If the Golden
Gates Casino is not able to attract and retain qualified employees or if labor
costs increase in connection therewith, there could be an adverse impact on the
Golden Gates Casino's results of operation.

         LEGISLATIVE ISSUES

         Any new federal or state legislation could adversely affect the
business of the Golden Gates Casino.

         COLORADO GAMING REGULATIONS

         Under Colorado law and regulations (the "Colorado Regulations"), the
ownership and operation of casino facilities, including matters such as hours of
operation and the square footage of a casino that can be used for gaming
activities, are subject to regulation by the Colorado Division of Gaming, which
is supervised by the five-member Colorado Limited Gaming Control Commission (the
"Gaming Commission").

         The Gaming Commission requires various licenses, findings of
suitability, registrations, permits and approvals to be held by the Company and
its subsidiaries. The Gaming Commission may, among other things, limit,
condition, suspend or revoke a license to operate for any cause deemed
reasonable. Substantial fines or forfeiture of assets may be levied against
Concorde Cripple Creek and the persons involved for violations of the Colorado
Regulations. In addition, the actions of persons associated with Concorde
Cripple Creek and its management employees, over which Concorde Cripple Creek
may have little or no control, could jeopardize any licenses held by Concorde
Cripple Creek in Colorado. The suspension or revocation of any of Concorde


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Cripple Creek's licenses or the levy on Concorde Cripple Creek of substantial
fines or forfeiture of assets would have a material adverse effect on the
Company.

         To date, Concorde Cripple Creek has obtained all governmental licenses,
findings of suitability, registrations, permits and approvals necessary for the
operation of the Golden Gates Casino. However, gaming licenses and related
approvals are deemed to be privileges under Colorado law, and no assurances can
be given that any new licenses, permits and approvals that may be required in
the future will be given or that existing licenses, permits or approvals will
not be revoked or not renewed. The current retail gaming license for Golden
Gates Casino expires in July 2001. Renewal is subject to, among other things,
continued satisfaction of suitability requirements. There can be no assurance
that the Company can successfully renew its licenses in a timely manner or at
all.

         Under Colorado Regulations, no person can have an "interest" in more
than three gaming retailer/operator licenses. Concorde Cripple Creek currently
has one license. Accordingly, any expansion opportunities that the Company or
Concorde Cripple Creek may have in Colorado may be limited.

         Under Colorado Regulations, the definition of an "interest" in a gaming
license excludes ownership of less than 5% of the "publicly traded" company such
as the Company. To enable the Company to comply with the Colorado Regulations
and secure and maintain the business and other regulatory approvals necessary
for operating a gaming-related business in Colorado, the Company's Articles of
Incorporation provide that the Company may not issue voting securities except in
compliance with the rules of any gaming authority, that all transfers of voting
securities of the Company must be in compliance with applicable gaming authority
rules, and that if any gaming authority issues an order disqualifying a person
from owning voting securities, the Company may redeem the securities of the
disqualified holder unless the voting securities are transferred to a person
found by the Gaming Commission to be suitable within 60 days from the date of
the finding of unsuitability.

         Any person or group of related persons that acquire beneficial
ownership of over 5% of the Company's voting securities must report the
acquisition to the Gaming Commission within ten days of acquiring such interest
and may be required to provide additional information to the Gaming Commission
and be found suitable. Any person or group of related persons that acquire
beneficial ownership of 10% (or, with respect to institutional investors, 15%)
or more of the Company's voting securities must apply to the Gaming Commission
within 45 days after acquiring such interest and submit to investigation for
suitability by the Gaming Commission. Certain qualifying institutional
investors, at the Gaming Commission's discretion, may acquire up to 15%
ownership before a finding of suitability is required if such investors provide
certain information to the Gaming Commission regarding investment intent and
other matters. In order to be found suitable, a stockholder must be a person of
good moral character, honesty, integrity, and, in general terms, must be free
from previous criminal or unsavory convictions or similar acts. The Gaming
Commission may require substantial information in connection with a suitability
investigation, including personal background and financial information, source
of funding information, and a sworn statement that such person or entity is not
holding the stock for any other party, and may require fingerprints.


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         The Company may not make a public offering of its securities without
notifying the Gaming Commission. The notification must occur within 10 business
days after the initial filing of a registration statement with the Securities
and Exchange Commission or, if the offering will not be registered with the
Securities and Exchange Commission, 10 days prior to the public use or
distribution of any offering document. The notification procedures apply to any
offering by the Company where the proceeds will be used or intended for use (i)
in constructing gaming facilities in Colorado; (ii) financing the operation of
Colorado gaming facilities; (iii) acquiring any direct or indirect interest in
Colorado gaming facilities; or (iv) in retiring or extending obligations
incurred for any of the above purposes. The notification must disclose, among
other things, a description of the securities to be offered, the proposed terms
of the offering, its anticipated gross and net proceeds, and the use of the
proceeds.

         LIQUOR REGULATION

         The sale of alcoholic beverages is subject to licensing, control and
regulation by certain Colorado state and local agencies (the "Liquor Agencies").
Subject to certain exceptions, all persons who directly or indirectly own 5% or
more of Concorde Cripple Creek must file applications with and are subject to
investigation by the Liquor Agencies. The Liquor Agencies also may investigate
persons who, directly or indirectly, loan money to liquor licensees. All liquor
licenses are subject to renewal, are revocable and are not transferable. The
Liquor Agencies have broad powers to limit, condition, suspend or revoke any
liquor license. Any disciplinary action could, and any failure to renew or other
revocation of any of Concorde Cripple Creek's liquor licenses would, have a
material adverse effect upon the operations of the Company and Concorde Cripple
Creek.

         TAXATION

         Concorde Cripple Creek's operations are subject to taxes imposed upon
gaming operators by the Gaming Commission and Black Hawk. Taxes currently levied
on Concorde Cripple Creek's operations include taxes, payable monthly, on
adjusted gross proceeds ("AGP" is defined by Colorado law as amount wagered
minus the total amount paid out in prizes) and annual gaming device fees. Such
taxes and fees are subject to revision from time to time. Effective July 1, 1999
the Gaming Commission lowered the annual tax rates. The annual tax rates in
effect for the 12 months beginning July 1, 1999 are .25% of the first $2.0
million of AGP, 2% from $2.0 million to $4.0 million, 4% from $4.0 million to
$5.0 million, 11% from $5.0 million to $10.0 million, 16% from $10.0 million to
$15.0 million, and 20% of amounts in excess of $15.0 million of AGP. Under the
Colorado Constitution, the Gaming Commission is authorized to increase the
gaming tax rate to as much as 40% of AGP.

         Black Hawk currently imposes an annual fee of $912 per device and also
imposes liquor licensing fees, transportation fees and other fees per device.
Significant increases in the applicable fees, or the imposition of new taxes or
fees, could have an adverse effect on the Company, and there can be no assurance
that such fees will not be increased or additional taxes or fees be imposed,
which could have an adverse impact on the Company's operations.


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FLORIDA OPERATIONS

         Casino Princesa currently employs approximately 140 people and operates
the gaming vessel, the Princesa. Casino Princesa operates so-called "cruises to
nowhere" where passengers board the Princesa and travel into international
waters before gaming activities can commence. Each cruise to nowhere is
approximately four and one-half hours in length, including the travel time to
and from international waters. The Princesa departs from docks in Bayfront Park,
adjacent to Bayside Marketplace in Biscayne Bay, Miami, Florida.

         The Princesa was completed in early October 1998 and is a United States
registered vessel operating under a Certificate of Inspection from the United
States Coast Guard. The Princesa is approximately 100 gross registered tons in
size, 200 feet in length and 40 feet in width, and has four decks, three of
which are enclosed. It has a capacity for 600 passengers in addition to the
crew. The Princesa features over 10,000 square feet of gaming area with
approximately 450 gaming positions, including approximately 223 slot and video
gaming machines and 36 table games including blackjack, craps, roulette, stud
poker, pai gow, mini baccarat and other games. Other amenities include dining,
dancing and entertainment and cocktail lounges. The Princesa was designed
specifically for the offshore gaming industry and includes an internal
stabilization system for passenger comfort.

         COMPETITION

         Casino Princesa competes primarily with one other cruise to nowhere
operator within the Miami market and, in Southern Florida, with numerous other
day-cruise vessels and pari-mutuel facilities, racetracks and Jai-Alai frontons.
Casino Princesa competes principally on the basis of location, range and pricing
of amenities, gaming mix, and overall atmosphere. Casino Princesa also faces
substantial competition with Native American casinos located in Southern
Florida. Casino Princesa must adjust its passenger fares to remain competitive.
The Princesa may be used for convention meetings, continuing education programs,
weddings and various other group gatherings.

         In addition, the Company competes with a variety of other non-gaming
vacation activities in the area where it operates its vessel. These include, but
are not limited to, short-term cruises, resort attractions, various sporting
activities and numerous other recreation activities.

         SEASONAL FLUCTUATIONS AND INCLEMENT WEATHER

         Casino Princesa's revenues are adversely affected by inclement weather,
which has a direct effect on the number of cruises conducted and on passenger
counts. In addition, passenger counts are historically lower immediately before
and immediately after inclement weather conditions. During Fiscal 2000, the
Casino Princesa conducted 780 cruises and carried a total of 171,847 passengers.
The Casino Princesa cancelled 40 cruises due to inclement weather and 12 cruises
due to maintenance and repairs during this time period. The

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cruise to nowhere industry in Florida is also subject to seasonal fluctuations
with the highest levels of activities occurring during the months of January
through April.

         SALES AND MARKETING

         Casino Princesa focuses its sales and marketing efforts within a one
hundred mile radius of Miami. Casino Princesa must attract passengers from both
the local population and the tourist population to survive the seasonal
fluctuations that are known to occur in the Florida tourist industry. Casino
Princesa focuses its efforts on local markets and on tourists visiting the local
markets on vacation and promotes its cruises through general advertising, direct
mailings, travel agents and it's own sales force.

         REGULATORY

         The Princesa's operation as a United States registered cruise to
nowhere vessel was made possible by 1992 legislation that, for the first time,
allowed U.S. registered vessels to carry gambling equipment to and from U.S.
ports for use in international waters. Under Florida law no gambling may occur
while the ship is in Florida's waters, and gambling activities on the Princesa
are conducted solely in international waters.

         Various legislation has been proposed from time to time in Florida that
would have adversely impacted the cruise to nowhere industry. To date, no such
legislation has become law. There can be no assurance that further legislation
will be introduced and become law in the future that could adversely affect the
business of the Casino Princesa.

EMPLOYEES

         As of January 11, 2001, the Company, and its subsidiaries, employed
approximately 208 people, with approximately 183 employed full time. No employee
is covered by a collective bargaining agreement. The Company believes that it
has satisfactory employee relations.

ENVIRONMENTAL MATTERS

         Compliance with federal, state and local laws regarding the discharge
of materials into the environment or otherwise relating to the protection of the
environment has not had, and is not expected by the Company to have, any adverse
effect upon capital expenditures, earnings or the competitive position of the
Company. The Company is not presently a party to any litigation or
administrative proceeding with respect to its compliance with such environmental
standards.

         Certain areas within the Black Hawk/Central City region have been
designated superfund sites by the Environmental Protection Agency as a result of
contamination from historic mining activities in the area. The Company does not
believe the real estate owned or leased by Concorde Cripple Creek in Black Hawk
has any environmental contamination or other environmental issues associated
with the real estate.


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ITEM 2. DESCRIPTION OF PROPERTY.

         The Company leases approximately 4,500 square feet of office space
located in Rapid City, South Dakota on a month-to-month basis from BHL Capital
Corporation ("BHL Capital"), a corporation controlled by Brustuen "Bruce" H.
Lien, the majority shareholder, director and chairman of the board of the
Company. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

         Casino Princesa has the right to use dock space in Biscayne Bay with
respect to the Princesa from the Trust pursuant to the terms of the Use
Agreement. The term of the Use Agreement is for five years commencing October
1997 with one option to renew the Agreement for five years provided that no
event of default has occurred. Casino Princesa also has a right of first refusal
to extend the Use Agreement for an additional five years following the end of
the Extension Term if the Trust decides to continue the use of the docks for
gaming vessels and no event of default has occurred under the Use Agreement. See
"DESCRIPTION OF BUSINESS--Business Developments--Use Agreement."

         Effective July 21, 1997, Concorde Cripple Creek and E8000 entered into
a lease for the Golden Gates Casino ("Casino Lease"). The Casino Lease is for an
initial term (the "Initial Term") of five years and Concorde Cripple Creek has
two 5-year options to renew. The base rent is $15,000 per month during the first
year of the Initial Term and increases to $16,000 per month during the second
year and $17,000 per month for the remainder of the Initial Term. In addition to
the base rent, Concorde Cripple Creek is required to pay E8000 additional rent
("Percentage Rent") equal to a percentage of the Golden Gates Casino's adjusted
net gaming revenue ("ANGR"). The Percentage Rent shall be payable monthly based
on annual ANGR as follows: 2% of the first $2,000,000 ANGR; plus 4% of the
second $2,000,000 ANGR; plus 6% of the third $2,000,000 ANGR; plus 8% of the
ANGR in excess of $6,000,000. During the third, fourth and fifth years of the
Initial Term, Concorde Cripple Creek has the option to purchase the Golden Gates
Casino and E8000's 50% interest in two adjacent properties (which includes the
Parking Lot) for $5,941,500; $6,115,500; and $6,294,720, respectively.

         Concorde Cripple Creek owns an undivided 50% interest in two parcels of
land near, or adjacent to, the Golden Gates Casino. The first property is an
undeveloped small lot ("Vacant Lot") located behind the Golden Gates Casino. The
second property is a 50-space parking lot ("Parking Lot") located adjacent to
the Golden Gates Casino on Main Street.



                                       11
<PAGE>   12


E8000, Concorde Cripple Creek and KMM are parties to that certain Agreement to
Subject Property to Condominium Regime dated October 22, 1997, as amended
("Condominium Agreement"), with respect to a portion of the Golden Gates Casino
property, the Parking Lot, the Vacant Lot, and certain other real property (on
all of which the Parking Garage is constructed). On January 1, 1999, E8000 and
Concorde Cripple Creek amended the Casino Lease (the "Amendment") and canceled
the parking lot lease and co-ownership agreement, each between Concorde Cripple
Creek and E8000. The Amendment provides, among other things, for a base rent of
$22,200 per month, which increases to $24,000 per month upon completion of the
Parking Garage. Under the Amendment, once the Parking Garage is complete, the
Company is required to contribute land with a book value of $1,097,080 to the
condominium regime established pursuant to the Condominium Agreement. The
Parking Garage is substantially complete and once certain construction defects
are corrected, the land will be contributed. See "LEGAL PROCEEDINGS."

         The Company believes that the above facilities and equipment are well
maintained and in good operating condition and will satisfy its current needs.

ITEM 3. LEGAL PROCEEDINGS.

         Association for Disabled Americans, Inc., Coral Springs Advocacy
Committee for the Handicapped, Inc., Daniel Ruiz and Jorge Luis Rodriguez v.
Concorde Gaming Corporation and Goldcoast Entertainment Cruises, Inc. (United
States District Court for the Southern District of Florida, Miami Division,
Civil Action No. 99-1056). On April 15, 1999, the Association for Disabled
Americans, Inc., et. al (the "Plaintiffs"), sued the Company and Goldcoast (the
"Defendants") for injunctive relief pursuant to the Americans With Disabilities
Act. The Plaintiffs claim, in part, that the Defendants have discriminated
against them by denying them access to and full and equal enjoyment of services,
facilities, accommodations, the Princesa and that the Defendants have failed to
remove architectural barriers and erect certain architecturally required
improvements. The Plaintiffs have requested that the Court issue a permanent
injunction enjoining the Defendants from continuing its alleged discriminatory
practices, ordering the Defendants to alter the subject vessel and premises,
close the subject vessel and premises until the alleged required modifications
are completed and to award Plaintiffs attorneys' fees, costs and expenses
incurred. This matter had been set for trial on December 18, 2000. However, the
parties mutually extended the time for trying the case so that settlement
negotiations may continue. There can be no assurance that this matter will be
settled or that such settlement will not have a material impact on the
operations of the Casino Princesa. The Company intends to vigorously defend this
action.

         Concorde Cripple Creek, Inc. v. KMM Parking, LLC (District Court,
Denver County, Colorado, No. CV4154). On June 22, 2000, Concorde Cripple Creek,
Inc. ("Concorde") sued KMM for damages relating to breach of the Sublease
between the parties. Concorde primarily asserts that KMM failed to perform its
contractual obligation to provide Concorde with


                                       12
<PAGE>   13

numerous interim parking spaces during the construction of the Parking Garage.
In April 2000 Concorde Cripple Creek settled this dispute on terms favorable to
the Company.

         The Company is also involved in routine litigation arising in the
ordinary course of the Casino Princesa's and Golden Gates' business. These
matters are believed by the Company to be covered by insurance.

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

         No matters were submitted to a vote of security holders of the Company
during the quarter ended September 30, 2000.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         There is no established public trading market for the Company's Common
Stock. The following market information is based upon the bid and asked price of
the stock as reported by the OTC Bulletin Board. Such quotations reflect
interdealer prices, without retail mark-up, mark-down or commission, and may not
necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                    High Bid          Low Bid
                                                    --------          -------
<S>                                                 <C>               <C>
Fiscal Year ended September 30, 2000
   First Quarter                                      $0.88            $0.29
   Second Quarter                                      0.25             0.14
   Third Quarter                                       0.17             0.13
   Fourth Quarter                                      0.25             0.17

Fiscal Year ended September 30, 1999
   First Quarter                                      $0.31            $0.10
   Second Quarter                                      0.22             0.07
   Third Quarter                                       0.48             0.08
   Fourth Quarter                                      0.37             0.10
</TABLE>

         As of April 15, 2001, there were approximately 143 record holders of
Common Stock.

DIVIDENDS

         The Board of Directors of the Company currently anticipates that it
will retain all available funds for use in the operation of the business and
does not anticipate paying any dividends in the foreseeable future.


                                       13
<PAGE>   14


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

         The following discussion should be read in conjunction with the
financial statements and notes thereto filed with this report. As used herein,
the term "Fiscal 2000" refers to the fiscal year ending September 30, 2000, and
the term "Fiscal 1999" refers to the fiscal year ending September 30, 1999.

         The statements contained in this report, if not historical, are forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, and involve risks and uncertainties that could cause actual
results to differ materially from the financial results described in such
forward looking statements. These risks and uncertainties include, but are not
limited to, changes in gaming regulations and tax rates in Colorado, Florida,
and other jurisdictions that could impact the Company's operations, changes in
economic conditions, declining popularity of gaming, competition in Colorado and
Florida and other jurisdictions, and the level and rate of growth in the
Company's operations. The success of the Company's business operations is
dependent on factors such as access to capital, the effectiveness of the
Company's marketing strategies to grow its customer base and improve customer
response rates, general competitive conditions within the gaming industry and
general economic conditions. Further, any forward looking statement or
statements speak only as of the date on which such statement was made, and the
Company undertakes no obligation to update any forward looking statement or
statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events.
Therefore, forward-looking statements should not be relied upon as a prediction
of actual future results.

RESULTS OF OPERATIONS

         Year Ended September 30, 2000 Compared to Year Ended September 30, 1999

         Revenues. Net revenues were $17,375,232 for Fiscal 2000, compared to
$18,310,811 for Fiscal 1999, a decrease of 5.1%. Net revenues decreased
primarily as a result of an increase in promotional allowances for the Casino
Princesa. The Casino Princesa had net revenues of $13,501,984 for Fiscal 2000,
compared to net revenues of $14,268,994 for Fiscal 1999. The decrease of 5.4%
was primarily due to an increase in promotional allowances. Golden Gates Casino
net revenues were $3,873,247 for Fiscal 2000, compared to $4,041,817 for Fiscal
1999, a decrease of 4.2%. This decrease was primarily attributed to the negative
impact of the Parking Garage construction in the late fall and early winter
months of Fiscal 2000. Food and beverage revenues were $2,457,152 for Fiscal
2000, compared to $1,944,153 for Fiscal 1999, an increase of 26.4%. This
increase was primarily due to an increase in passengers on the Casino Princesa.
Other revenues were $2,490,842 for Fiscal 2000, compared to $1,755,186 for
Fiscal 1999,an increase of 41.9%. Other revenues increased primarily as a result
of an increase in admission revenues for the Casino Princesa. Promotional
allowances were $5,297,309 in Fiscal 2000, compared to $3,403,590 for Fiscal
1999, an increase of 55.6%. The increase in promotional allowances was
attributable to the operations of the Princesa and its efforts to compete with
another day-cruise vessel operating in the Miami area. This competitor has since
gone out of business. Consequently, the Company anticipates that it will
significantly reduce promotional allowances in Fiscal 2001.


                                       14
<PAGE>   15


         Costs and Expenses. Total costs and expenses were $18,999,128 for
Fiscal 2000, compared to $17,448,931 for Fiscal 1999. The increase of 8.9% was
primarily a result of the operations of the Princesa. Casino expenses for the
Princesa were $6,671,798 for Fiscal 2000, compared to $4,714,931 for Fiscal
1999, an increase of 41.5%. The increase in casino expenses was primarily due to
increases in payroll and vessel repairs and maintenance. Casino expenses for
Golden Gates Casino were $2,594,023 for Fiscal 2000, compared to $2,694,263 for
Fiscal 1999, a decrease of 3.7%. Such decrease was due to decreases in gaming
taxes. Food and beverage expenses were $1,655,057 for Fiscal 2000, compared to
$1,508,177 for Fiscal 1999, an increase of 9.7%. This increase was primarily a
result of an increase in passengers on the Princesa. Food and beverage expenses
for the Princesa were $1,515,467 for Fiscal 2000, compared to $1,329,762 for
Fiscal 1999. Food and beverage expenses for Golden Gates Casino decreased to
$139,590 for Fiscal 2000 compared to $178,414 for Fiscal 1999, due to the
discontinuation of restaurant operations. Management fees, which represent
payments made to Goldcoast related to the Princesa, were $275,368 for Fiscal
2000, compared to $367,916 for Fiscal 1999, a decrease of 25.2%. Such decrease
was due to the purchase of Goldcoast's interest in the Casino Princesa in
March 2000. Selling, general and administrative expenses were $6,655,197 for
Fiscal 2000 compared to $6,374,368 for Fiscal 1999, an increase of 4.4%.
Selling, general and administrative expenses for the Casino Princesa were
$5,255,396 for Fiscal 2000, compared to $4,997,083 for Fiscal 1999 primarily due
to an increase in promotional expenses. Selling, general and administrative
expenses for Golden Gates Casino decreased to $515,233 for Fiscal 2000, compared
to $592,804 for Fiscal 1999, due to decreased marketing efforts. Depreciation
and amortization were $1,110,727 for Fiscal 2000, compared to $996,517 for
Fiscal 1999, an increase of 11.5%. This increase was due to increased capital
expenditures. There were no pre-opening and start-up costs in Fiscal 2000,
compared to $718,275 for Fiscal 1999.

         Other Income and Expense. Interest expense and financing costs to
related parties, net of capitalized interest, were $1,156,574 for Fiscal 2000,
compared to $1,087,221 for Fiscal 1999. The increase of 6.4% was due to
increased borrowings from related parties. Other interest expense and financing
costs decreased to $938,212 for Fiscal 2000, compared to $962,746 for Fiscal
1999.

         Federal and State Income Taxes. The Company recorded no Federal and
State income tax benefit for Fiscal 2000, compared to $100,700 for Fiscal 1999.
The Company records an income tax benefit using the estimated effective tax rate
for the fiscal year if the amount of loss incurred is reasonably expected to be
offset by future income or is available for carry back to previous years. The
income tax benefit for Fiscal 1999 was increased by a valuation allowance
adjustment of $52,000, while the Company recorded a valuation allowance of
$1,614,000 for Fiscal 2000. The valuation allowance is for future income
benefits associated with net operating losses and pre-opening and start-up
costs. As of September 30, 2000, the Company has approximately $4,570,000 of
loss carryforwards available to offset future income. The realization of these
future benefits is contingent upon the future profitability of the Company.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had cash and cash equivalents of $1,118,773 at September
30, 2000, compared to $2,066,840 at September 30, 1999, a decrease of $948,067.


                                       15
<PAGE>   16


         During Fiscal 2000, the Company used cash flows in operating activities
of $224,639, compared to $897,712 in Fiscal 1999.

         Investing Activities. Cash used in investing activities increased to
$2,086,768 in Fiscal 2000 compared to $236,009 in Fiscal 1999, primarily due to
the buyout of Goldcoast's interest in Casino Princesa and Princesa Partners. The
Company used $1,833,360 in Fiscal 2000 for the acquisition of property and
equipment compared with $418,706 in Fiscal 1999.

         Financing Activities. Financing activities provided cash of $1,363,340
in Fiscal 2000, compared to $2,485,797 in Fiscal 1999. Long-term borrowings from
related parties provided $2,500,000 in Fiscal 2000, compared to $2,545,000 in
Fiscal 1999. Long-term borrowings from other sources provided $40,395 in Fiscal
2000, compared to $10,853,097 in Fiscal 1999. Short-term borrowings were
increased by $244,206 in Fiscal 2000, while short-term borrowings decreased
$490,500 in Fiscal 1999. Principal payments on long-term debt to related parties
were $519,704 in Fiscal 2000 compared to $869,786 in Fiscal 1999. Principal
payments on long-term debt to other parties used cash of $914,557 in Fiscal
2000, compared to $9,226,534 in Fiscal 1999. Payments received on a stock
subscription provided $13,000 in Fiscal 2000, compared to $35,303 in Fiscal
1999.

         Bank Financing. In accordance with the Use Agreement in September 1999,
the Company provided the Trust with a letter of credit in the principal amount
of $950,000 to secure payment of the annual fees for the third and fourth years
of the Use Agreement. In September 2000, the $950,000 letter of credit expired
and was replaced with a letter of credit in the principal amount of $475,000 to
secure payment of the annual fees for the fifth year of the Use Agreement. The
$950,000 letter of credit was and the $475,000 letter of credit is secured by
the personal guaranty of Mr. Lien and a mortgage on certain real estate owned by
BHL Capital, a company owned by Mr. Lien. The Company is required to pay BHL
Capital an annual fee, currently $14,250, for so long as the real estate is
collateral for the letter of credit. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS"

         In October, 1998, Princesa Partners entered into the Vessel Loan, a
Loan Agreement and Security Agreement with a group of lenders which provided
$8,400,000 in financing for the Princesa, related equipment and working capital.
The Vessel Loan is secured by a ship mortgage and all related furniture,
furnishings, machinery and equipment (including gaming equipment) owned by
Casino Princesa or Princesa Partners. In addition, Casino Princesa, the Company,
Goldcoast and certain individuals, including Mr. Lien, guaranteed the Vessel
Loan. The Vessel Loan bears interest at 10.375% per annum with interest only
payments through January 1999. Monthly payments of $130,258, including interest,
commenced February 1999 for sixty consecutive months, with the remaining balance
due January 2004. The Vessel Loan also requires mandatory prepayment of
principal in an amount equal to 12% of the amount of Excess Revenue (as defined
below) for each fiscal year, commencing January 2000. Excess Revenue as defined
in the Vessel Loan is the excess of (i) the combined earnings of Princesa
Partners and Casino Princesa before taxes, depreciation and amortization minus
the principal and interest paid on the Vessel Loan during the fiscal year, over
(ii) $4,000,000. There were no Excess Revenues in Fiscal 2000. The Vessel Loan
contains typical covenants with respect to Princesa Partners and Casino
Princesa, including net worth restrictions, debt service requirements and
limitations on the amount of debt that can be incurred and as of September 30,
2000 the Company was not in compliance with the debt



                                       16
<PAGE>   17


service covenants. The Company has been advised by the lenders that they have
tentatively agreed to waive such noncompliance until October 1, 2001. We cannot
assure that we will meet such temporary covenants or be able to meet the
covenants in the Vessel Loan after October 1, 2001.

         In May 1999 the Company's wholly owned subsidiary, Concorde Cripple
Creek, entered into a loan agreement with BNC National Bank (the "Loan
Agreement") that provides for a term loan of up to $850,000 (the "Term Loan").
The Term Loan is evidenced by a promissory note payable in thirty-five (35)
monthly installments of $10,119 plus interest, commencing on May 31, 1999 with a
final installment of $566,000 due and payable in April 2002. Advances under the
Term Loan bear interest at the prime rate plus three-quarters percent. As of
September 30, 2000, the Term Loan had an outstanding principal balance of
$688,095. For Fiscal 2000 Concorde Cripple Creek was not in compliance with the
capital expenditure and cash coverage covenants of the Loan Agreement; however,
BNC National Bank has waived such non-compliance for Fiscal 2000. The assets of
Concorde Cripple Creek secure the obligations of Concorde Cripple Creek under
the Loan Agreement. In addition, the Company has guaranteed the obligations of
Concorde Cripple Creek under the Loan Agreement.

         Related Party Financing. The Company has relied upon loans from Mr.
Brustuen "Bruce" H. Lien and BHL Capital in order to obtain the necessary
capital to purchase the interests in Casino Princesa and Princesa Partners from
Goldcoast and to fund working capital shortages. In addition, Mr. Lien has been
required to provide personal guarantees in order for the Company to obtain
financing, including the Vessel Loan.

         In November 1998, the Company and BHL Capital signed a promissory note
for advances up to $5,000,000 (the "Promissory Note") which superceded and
replaced previous borrowings from Mr. Lien and BHL Capital. The Promissory Note
is due on demand with interest paid monthly at the rate of 18% per annum. The
outstanding balance of the Promissory Note as of September 30, 2000 was
$5,814,051, which amount includes $806,298 of capitalized interest. BHL Capital
has waived its right to demand payment of the Promissory Note until after
November 1, 2001. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS"

         In November 1999, the Company and BHL Capital signed a promissory note
for advances up to $1,000,000 (the "BHL Line of Credit"), which will provide the
Company with a line of credit to meet its working capital needs. The BHL Line of
Credit is due one year and one day after demand, with interest due on demand and
at the rate of 18% per annum. The BHL Line of Credit was subsequently superceded
and replaced in March 2000 by a new promissory note between the Company and BHL
Capital that is due on demand and allows for advances up to $2,000,000 at the
same interest rate ("Restated Line of Credit"). The outstanding balance of the
Restated Line of Credit as of September 30, 2000 was $2,083,822, which amount
includes $183,822 of capitalized interest. BHL Capital has waived its right to
demand payment of the Restated Line of Credit until November 1, 2001. See
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS".

         In September 2000, the Company and BHL Capital signed a demand note for
advances up to $600,000 that accrues interest on the aggregate unpaid principal
amount of all advances at the rate of 18% per annum. BHL Capital has waived its
right to demand payment of this


                                       17
<PAGE>   18


promissory note until November 1, 2001. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."

         In October 2000, November 2000, December 2000 and January 2001, the
Company and BHL Capital signed three demand notes for advances of up to an
aggregate of $1,105,000 that accrue interest on the aggregate unpaid principal
amount of all advances at the rate of 18% per annum. See "CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS."

         Effective October 1, 2000, the various promissory notes between the
company and BHL Capital were aggregated into two promissory notes in the
aggregate principal amounts of $8,498,465.02 and 1,105,000, respectively. In
addition the interest rate payable on these notes was decreased to the prime
interest rate plus 0.75%.

FUTURE OPERATIONS

         The Company's current cash flow from the Princesa and the Golden Gates
Casino is not sufficient to meet current working capital and debt service
requirements. The Company intends to increase cash flow by reducing expenses and
by implementing a revised marketing strategy for the Princesa consisting of more
use of direct mail which is a less expensive marketing method than the methods
currently used. Additionally, in January 2001, the Company restructured its fees
for the Princesa by charging a reduced admission fee coupled with charging for
food and beverages on an as ordered basis rather than as part of the admission
price. The Company believes that such strategy will increase passenger count for
the Princesa and, accordingly revenues, and reduce food and beverage expenses.
There is no assurance that the Company's majority shareholder or BHL Capital has
the intent or the ability to fund future cash shortages (if any) to the extent
funded in fiscal year 2000, and in the first quarter of fiscal year 2001. If
management is unable to effectuate its operational plan, or if the Company's
majority shareholder or BHL Capital is unwilling or unable to provide additional
funding, the Company may be unable to satisfy its cash flow requirements and
service its debt obligations, and may have to discontinue operations.

FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS

         There are many factors that affect the Company's business and the
results of its operations, some of which are beyond the control of the Company.
The following is a description of some of the important factors that may cause
the actual results of the Company's operations in future periods to differ from
those currently expected or desired.

o        The Company has incurred a significant amount of indebtedness, and the
         Company's cash flow from operations is currently not sufficient to fund
         its operations and debt service. The Company has in the past funded its
         operations and debt service through borrowings from BHL Capital. There
         is no assurance that the Company's majority shareholder or BHL Capital
         would have the intent or the ability to fund future cash shortages (if
         any) to the extent done in fiscal year 2000, and in the first quarter
         of fiscal year 2001.



                                       18
<PAGE>   19


o        Due to the current indebtedness, the Company's ability to obtain
         additional financing in the future and the Company's flexibility in
         reacting to changes in the industry and economic conditions generally
         may be limited.

o        Princesa Partners is in default of the Vessel Loan due to a failure to
         comply with the debt service covenants contained therein. The Company
         has been advised by the Lenders that they have tentatively agreed to
         waive such non-compliance until October 1, 2001. Concorde Cripple Creek
         was also in default as of September 30, 2000 with respect to a loan
         from BNC National Bank due to a failure to meet capital expenditure and
         cash coverage covenants in a loan with BNC National Bank. BNC National
         Bank has waived such non-compliance. If the Company does not meet such
         temporary covenants or if operations do not improve to allow the
         Company to comply with the covenants in the Vessel Agreement, the
         Company's business may be adversely effected.

o        The Company's success is partially dependent on its ability to
         anticipate changing products and amenities and to efficiently develop
         and introduce new products and amenities that will gain customer
         acceptance. If the Company is unable to anticipate and introduce such
         products and amenities, such inability may have an adverse effect on
         the Company's business.

o        The Company operates in a very competitive environment, particularly in
         Colorado. The growth in the number of slot machines inventory in Black
         Hawk, Colorado, which may increase in 2001, and the spread of legalized
         gaming in other states and countries, could negatively affect our
         operating results.

o        The Company's gaming operations in Colorado are highly regulated by
         governmental authorities. The Company will also be subject to
         regulation in Florida if it decides to regulate the day-cruise
         industry. In such an event, Native American gaming would also become
         more competitive. If the Company conducts gaming activities in any
         other jurisdiction, the authorities in that jurisdiction may also
         subject the Company to additional regulation. Changes in applicable
         laws or regulations could have a significant effect on our operations.

o        The Company's business is affected by changes in local, national and
         international general economic and market conditions in the locations
         where it operates and where its customers live. The Casino Princesa is
         particularly affected by the economic situation in Latin America and
         South America. Changes in economic conditions could have a material
         adverse effect on the Company's business.



                                       19
<PAGE>   20


o        From time to time, various state and federal legislators and officials
         have proposed changes in tax laws, or in the administration of the law,
         affecting the gaming industry. It is not possible to determine with
         certainty the likelihood of possible changes in tax law or its
         administration. These changes, if adopted, could have a material
         negative effect on the Company's operating results.

o        The Company's success is partially dependent on attracting and
         retaining highly qualified management and gaming personnel. The
         Company's inability to recruit or retain such personnel could adversely
         affect its business.

o        The weather in Florida is a daily risk consideration. Air temperature,
         rain, high seas caused by winds, hurricanes and tropical storms affect
         daily passenger counts and may cause the cancellation of cruises.

ITEM 7. FINANCIAL STATEMENTS.

         The financial statements of the Company required by Regulation S-B are
attached to this Report. Reference is made to page F-1 of this Report for an
index to the financial statements and financial statement schedules.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

         The directors and executive officers of the Company and their ages are
as follows:

<TABLE>
<CAPTION>
               Name                      Age                           Position
               ----                      ---                           --------
<S>                                      <C>      <C>
Brustuen "Bruce" H. Lien(1)(2)(3)         73      Chairman of the Board of Directors
Jerry L. Baum(2)                          51      President, Chief Executive Officer, Chief Operating
                                                  Officer and Director
Deanna B. Lien(1)(2)(3)                   57      Director, Secretary
</TABLE>

(1) Member of the Compensation Committee.

(2) Member of the Executive Committee.

(3) Member of the Stock Option Committee.

         At each annual meeting of shareholders, each director is elected to
hold office until the next succeeding annual meeting or until their successor is
duly elected and qualified. Two of the


                                       20
<PAGE>   21


directors, Brustuen "Bruce" H. Lien and Deanna B. Lien are husband and wife.
None of the other directors or officers of the Company bears any family
relationship to any other director or officer. Each executive officer of the
Company is elected for a term of one year and serves until a successor is
elected and qualified.

         Brustuen "Bruce" H. Lien. Chairman of the Board of Directors since
August 10, 1990. Mr. Lien previously served as Chief Executive Officer and
President of the Company. Mr. Lien is also a principal and director of BHL
Capital Corporation, a private investment company, and a director of Pete Lien &
Sons, Inc., a private company that is a regional leader in the construction
materials industry in the upper Midwest.

         Jerry L. Baum. Chief Executive Officer since March 1997, President
since June 1995 and Chief Operating Officer since April 1995. Mr. Baum was
elected a director in November 1995. From October 1, 1993 to February 1995, Mr.
Baum served as Project Director of the 4 Bears Casino. Mr. Baum was Manager of
Operations from March through October 1993 at the Royal River Casino, an Indian
casino owned by the Flandreau Santee Sioux Tribe. Previously, Mr. Baum was
Director of Criminal Investigation for the State of South Dakota from February
1987 to 1991.

         Deanna B. Lien. Director since August 10, 1990. Secretary since March
28, 2000. Ms. Lien previously served as Vice President and Treasurer of the
Company.

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder require the Company's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the Company with copies.

         Based on its review of the copies of the Section 16(a) forms received
by it, or written representations from certain reporting persons, the Company
believes that, during the last fiscal year, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

CASH COMPENSATION

         The following table sets forth certain information concerning
compensation paid by the Company to the Chief Executive Officer and any
executive officer whose total annual salary and bonus exceeded $100,000 for the
last fiscal year.


                                       21
<PAGE>   22

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                       LONG-TERM
                                                                  COMPENSATION AWARDS
                                               ANNUAL            ---------------------
                                            COMPENSATION         Securities Underlying
            Name and                   ----------------------       Options/SARs (#)
       Principal Position     Year     Salary ($)   Bonus ($)         Options (#)
       ------------------     ----     ----------   ---------    ---------------------

<S>                           <C>      <C>          <C>          <C>
Jerry L. Baum                 2000       120,000          -0-               -0-
   President and Chief        1999       120,000     100,000           100,000
   Executive Officer          1998       120,000          -0-          400,000
</TABLE>

         The foregoing compensation tables do not include certain fringe
benefits made available on a nondiscriminatory basis to all Company employees
such as group health insurance, dental insurance, long-term disability
insurance, vacation and sick leave. In addition, some benefits which are made
available only to certain of the Company's officers, such as the use of a
Company vehicle, are not described, as the monetary value of such benefits is
less than 10 percent of each of the named executive officer's annual salary and
bonus.

                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                        Number of Securities           Value of Unexercised
                       Underlying Unexercised          In-the-Money Options
                        Options at FY-End (#)            at FY-End ($)(1)
    Name              Exercisable/Unexercisable      Exercisable/Unexercisable
    ----              -------------------------      -------------------------

<S>                   <C>                            <C>
Jerry L. Baum              649,740/200,000                    $0/$0
</TABLE>

----------

(1)      Based on the bid price of the Common Stock on September 30, 2000.

COMPENSATION PURSUANT TO PLANS

         The Company has adopted a Performance Stock Option Plan (the "Plan"),
approved by the shareholders, for the benefit of certain employees, officers and
directors of the Company. The Stock Option Committee of the Board of Directors
selects the optionees and determines the terms and conditions of the stock
options granted pursuant to the Plan. Options to purchase 100,000 shares of
Common Stock were granted pursuant to the Plan during Fiscal 2000. As of
September 30, 2000, options to purchase 1,149,740 shares of Common Stock were
outstanding pursuant to the Plan, 907,740 of which were vested at September 30,
2000.

         The Company has adopted an Employee Stock Purchase Plan (the "ESPP
Plan"), approved by the shareholders, for the benefit of certain employees of
the Company and its


                                       22
<PAGE>   23


designated subsidiaries. All employees, other than employees whose annual
compensation exceeds the greater of $175,000 or such amount as is specified by
the Internal Revenue Code of 1986, as amended, and employees subject to laws of
foreign jurisdictions prohibiting participation in the ESPP, are eligible to
participate in the ESPP. The ESPP provides employees the opportunity to purchase
shares of the Company's common stock at 85% of the fair market value of such
stock on the applicable measurement date. The total number of shares available
for purchase under the ESPP is 2,000,000. As of September 30, 2000, no shares
had been purchased under the ESPP.

COMPENSATION OF DIRECTORS

         The Company does not compensate its directors for their services as
directors or pursuant to any other arrangements. The Company reimburses its
directors for expenses incurred related to their services as directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth certain information regarding beneficial
ownership of outstanding shares of Common Stock as of April 15, 2001 by (i) each
person who is known by the Company to own beneficially more than 1% of the
outstanding shares of Common Stock; (ii) the Company's directors; (iii) all
executive officers named in the Summary Compensation Table; and (iv) all
directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                            Shares
                       Name                          Beneficially Owned(1)   Percent of Class
                       ----                          ---------------------   ----------------

<S>                                                  <C>                     <C>
Brustuen "Bruce" H. Lien .........................      18,482,500(2)(4)           70.9%
3290 Lien Street
Rapid City, SD 57702

Deanna B. Lien(2) ................................      18,482,500(3)(4)           70.9%
3290 Lien Street
Rapid City, SD 57702

University of Wyoming Foundation .................       1,800,000                  7.5%
P. O. Box 3963
Laramie, WY 82071

Jerry L. Baum ....................................         821,948(5)               3.3%
3290 Lien Street
Rapid City, SD 57702

All executive officers and directors as a
group (3 persons) ................................      19,304,448(4)(5)           77.9%
</TABLE>

----------


                                       23
<PAGE>   24


(1)  Shares are considered beneficially owned, for purposes of this table, if
     held by the person indicated, if such person, directly or indirectly,
     through any contract, arrangement, understanding, relationship or otherwise
     has or shares the power to vote, to direct the voting of and/or to dispose
     of or to direct the disposition of, such securities, or if the person has
     the right to acquire beneficial ownership within sixty days, unless
     otherwise indicated.

(2)  This number includes the shares of Common Stock which are beneficially
     owned, or which may be deemed to be beneficially owned, by Brustuen "Bruce"
     H. Lien. For purposes of this table, the same shares may be deemed to be
     beneficially owned by Mr. Lien's wife, Deanna B. Lien.

(3)  For purposes of this table, Deanna B. Lien is deemed to be the beneficial
     owner of the shares of Common Stock which may be deemed to be beneficially
     owned by her husband, Brustuen "Bruce" H. Lien.

(4)  This number includes 2,000,000 shares of Common Stock which may be acquired
     pursuant to a currently exercisable warrant.

(5)  This number includes 709,740 shares of Common Stock which may be acquired
     pursuant to currently exercisable stock options.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During 2000 and 1999, Mr. Lien and BHL Capital loaned money to the
Company under various promissory notes. The amounts loaned varied from month to
month and carried an interest rate of 18% per annum. The Company incurred
interest expense, including interest that was capitalized, relating to such
notes of $1,156,574 and $1,087,221, for Fiscal 2000 and Fiscal 1999,
respectively. In November 1999, the Company and BHL Capital signed a promissory
note for advances up to $1,000,000 (the "BHL Line of Credit") which provided the
Company with a line of credit to meet its working capital needs. The BHL Line of
Credit was superceded and replaced in March 2000 by a new promissory note for
$2,000,000 (the "Restated Line of Credit") between the Company and BHL Capital
that is due on demand and bears interest at 18%. As of September 30, 2000 the
outstanding balance of the Restated Line of Credit was $2,083,822, which amount
included $183,822 of capitalized interest. This line of credit is in addition to
the Promissory Note signed in November 1998 between the Company and BHL Capital
for advances up to $5,000,000 (the "Promissory Note"). The Promissory Note
superceded and replaced previous borrowings from Mr. Lien and BHL Capital. The
Promissory Note is due on demand with interest paid monthly at the rate of 18%
per annum. On September 28, 2000 BHL Capital loaned the Company $600,000
pursuant to a demand promissory note (the "September 2000 Note") that bears
interest at the rate of 18% per annum. BHL Capital has waived its right to
demand payment of the Promissory Note, the Restated Line of Credit and the
September 2000 Note until after November 1, 2001.

         Subsequent to September 30, 2000 BHL loaned the Company an aggregate of
$1,105,000 pursuant seven demand promissory notes, each of which bear interest
at the rate of 18% per annum. Effective October 1, 2000, the various promissory
notes between the Company and BHL Capital were aggregated into two promissory
notes in the aggregate principal amounts of $8,498,465.02 and 1,105,000,
respectively. In addition the interest rate payable on these notes was decreased
to the prime interest rate plus 0.75%.

         Mr. Lien has pledged assets and/or personally guaranteed loans in order
for the Company to obtain financing which otherwise may not have been available
to the Company, as follows:


                                       24
<PAGE>   25


                  (a) Personal guarantee of a $8,400,000 note payable to a bank,
         date October 23, 1998. The balance on the note at September 30, 2000
         was $7,183,145.

                  (b) Personal guarantee of a $475,000 letter of credit dated
         September 28, 2000 relating to the Use Agreement.

                  (c) Personal guarantee of a $950,000 letter of credit dated
         September 28, 1999 relating to the Use Agreement. This letter of credit
         expired September 30, 2000.

                  (d) Personal guarantee of a $925,000 letter of credit dated
         September 28, 1998 relating to the Use Agreement. This letter of credit
         expired September 30, 1999.

         In consideration for previous pledges and guarantees, on January 26,
1994 the Company issued a warrant to Mr. Lien for 2,000,000 shares of Common
Stock at an exercise price of $1.00 per share. This warrant expires in January
2004. In addition, the Company entered into an indemnification agreement with
Mr. Lien whereby the Company agreed to indemnify Mr. Lien from all losses,
claims, damages and expenses relating to any guarantees and/or pledges of
collateral made by Mr. Lien on behalf of the Company.

         The Company leases approximately 4,500 square feet of office space
located in Rapid City, South Dakota from BHL Capital pursuant to a
month-to-month lease. The monthly lease payment, including real estate taxes and
utilities, is $2,597.

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

         The following exhibits are filed as a part of this Report, with each
exhibit that consists of or includes a management contract or compensatory plan
or arrangement being identified with an asterisk.

EXHIBIT NO.          DESCRIPTION

3.1                  Amended and Restated Articles of Incorporation.(1)

3.2                  Fourth Amended and Restated Bylaws.(+)

10.1                 1992 Performance Stock Option Plan.(2)

10.2                 2000 Employee Stock Purchase Agreement.(3)

10.3                 Indemnification Agreement between the Company and Bruce H.
                     Lien.(1)

10.4                 Lease between Elevation 8000+ and Concorde Cripple Creek,
                     Inc. dated July 21, 1997.(3)

10.5                 Use Agreement dated June 25, 1997, by and between Casino
                     Princesa and Bayfront Park Management Trust.(4)


                                       25
<PAGE>   26


EXHIBIT NO.          DESCRIPTION

10.6                 Waiver Agreement dated March 20, 1998, by and between
                     Goldcoast Entertainment Cruises, Inc. and Concorde Gaming
                     Corporation.(4)

10.7                 Option Agreement dated April 20, 1998 between Concorde
                     Gaming Corporation and Bruce H. Lien.(4)

10.8                 Loan Agreement between Princesa Partners and the lenders
                     named therein dated as of October 22, 1998.(5)

10.9                 Servicing and Intercreditor Agreement between Princesa
                     Partners, The National City Bank of Evansville, as
                     servicer, and the lenders set forth therein dated as of
                     October 22, 1998.(5)

10.10                Security Agreement between Princesa Partners, Casino
                     Princesa and the lenders named therein dated as of October
                     22, 1998.(5)

10.11                Guaranty, Subordination Agreement, Security Agreement and
                     Indemnity by Casino Princesa for the benefit of the lenders
                     named therein, dated as of October 22, 1998.(5)

10.12                First Preferred Ship Mortgage by Princesa Partners in favor
                     of The National City Bank of Evansville, individually and
                     as agent for certain lenders, dated as of October 15,
                     1998.(5)

10.13                Guaranty by the Company for the benefit of the lenders
                     named therein dated as of October 22, 1998.(5)

10.14                Promissory Note to the order of BHL Capital Corporation in
                     the principal amount of $5,000,000 dated November 13,
                     1998.(5)

10.15                First Amendment to Lease between Concorde Cripple Creek and
                     Elevation 8000+ LLC, dated as of January 1, 1999.(6)

10.16                Loan Agreement between Concorde Cripple Creek, Inc. and BNC
                     National Bank of Minnesota, dated as of May 21, 1999.(7)

10.17                Security Agreement between Concorde Cripple Creek, Inc. and
                     BNC National Bank of Minnesota, dated as of May 21,
                     1999.(7)

10.18                Guaranty Agreement between the Company and BNC National
                     Bank of Minnesota, dated as of May 21, 1999.(7)

10.19                Waiver of Interest, Assignment of Lease and Agreement
                     Concerning Assumption of Lease among Concorde Cripple
                     Creek, Inc., BNC National Bank of Minnesota, and Elevation
                     8000+ LLC, dated May 21, 1999.(7)


                                       26
<PAGE>   27


EXHIBIT NO.          DESCRIPTION

10.20                Short-Term Revolving Note to the order of BNC National Bank
                     dated May 21, 1999.(7)

10.21                Term Note to the order of BNC National Bank of Minnesota
                     dated May 21, 1999.(7)

10.22                Promissory Note in the amount of $8,498,465.02 to the order
                     of BHL Capital Corporation dated October 1, 2000.(+)

10.23                Promissory Note in the amount of $1,105,000 to the order of
                     BHL Capital Corporation dated October 1, 2000.(+)

10.24                Sublease between the Company and KMM Parking L.L.C. dated
                     December 30, 1998.(+)

21                   Subsidiaries of the Registrant.(5)

23                   Consent of Independent Auditors'.(+)

27                   Financial Data Schedule.(+)

----------

(+)  Filed herewith


                                       27
<PAGE>   28


(1)  Previously filed with the Securities and Exchange Commission as an exhibit
     to the Company's Annual Report on Form 10-KSB for the year ended September
     30, 1995 (File No. 0-8698) and incorporated herein by this reference.

(2)  Previously filed with the Securities and Exchange Commission by the Company
     on September 24, 1992 as Exhibit 10 to the Registration Statement on Form
     S-8, (File No. 33-52388) and incorporated herein by this reference.

(3)  Previously filed with the Securities and Exchange Commission by the Company
     as an attachment to the Company's Proxy Statement for the 1999 annual
     meeting on Schedule 14A and incorporated herein by this reference.

(4)  Previously filed with the Securities and Exchange Commission by the Company
     as an exhibit to its Annual Report on Form 10-KSB for the year ended
     September 30, 1997 (File No. 0-8698) and incorporated herein by this
     reference.

(5)  Previously filed with the Securities and Exchange Commission by the Company
     as an exhibit to its Annual Report on Form 10-KSB for the year ended
     September 30, 1998 (File No. 0-8698) and incorporated herein by this
     reference.

(6)  Previously filed with the Securities and Exchange Commission as an exhibit
     to the Company's Quarterly Report on Form 10-QSB for the quarter ended
     December 31, 1998 (File No. 0-8698) and incorporated herein by this
     reference.

(7)  Previously filed with the Securities and Exchange Commission as an exhibit
     to the Company's Quarterly Report on Form 10-QSB for the quarter ended June
     30, 1999 (File No. 0-8698) and incorporated herein by this reference.

(b)      Reports on Form 8-K:

         No current reports on Form 8-K were filed during the last quarter of
the period covered by this report.


                                       28
<PAGE>   29


                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Financial Statements                                                       Page

<S>                                                                        <C>
Independent Auditors' Report................................................F-2
Consolidated Balance Sheets at September 30, 2000 and 1999..................F-3
Consolidated Statements of Operations for the Years Ended
     September 30, 2000 and 1999............................................F-5
Consolidated Statements of Stockholders' Equity for the Years Ended
     September 30, 2000 and 1999............................................F-6
Consolidated Statements of Cash Flows for the Years Ended
     September 30, 2000 and 1999............................................F-7
Notes to Consolidated Financial Statements..................................F-8
</TABLE>


                                     F-1
<PAGE>   30


                          INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Stockholders
CONCORDE GAMING CORPORATION
Rapid City, South Dakota


We have audited the accompanying consolidated balance sheets of CONCORDE GAMING
CORPORATION AND SUBSIDIARIES as of September 30, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 CONCORDE GAMING
CORPORATION AND SUBSIDIARIES as of September 30, 2000 and 1999, and the results
of their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 13 to the
financial statements, the Company has suffered recurring losses from operations
and its total liabilities exceed its total assets. This raises substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 13. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

McGladrey & Pullen, LLP


Rapid City, South Dakota
January 11, 2001


                                     F-2
<PAGE>   31


                  CONCORDE GAMING CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                          September 30, 2000 and 1999

<TABLE>
<CAPTION>
ASSETS                                                                   2000               1999
------                                                              -------------      -------------
<S>                                                                 <C>                <C>
Current assets
    Cash and cash equivalents                                       $  1,118,773       $  2,066,840
    Current maturities of loan receivable                                     --             31,667
    Trade receivables - net of allowance for doubtful accounts
       accounts of $141,363 in 2000, and $102,745 in 1999                269,876            659,798
    Inventory                                                             37,382             79,957
    Prepaid expenses
       Dock lease                                                             --            450,000
       Other                                                             506,055            354,273
    Income tax refund claim                                                   --            188,828
    Deferred income taxes                                                     --            139,000
                                                                    ------------       ------------
          TOTAL CURRENT ASSETS                                         1,932,086          3,970,363
                                                                    ------------       ------------

Other assets and long-term receivables
    Loan receivable from related party                                        --             63,333
    Other                                                                169,492            231,633
                                                                    ------------       ------------
                                                                         169,492            294,966
                                                                    ------------       ------------

Property and equipment
    Land                                                               1,097,080          1,097,080
    Vessel and improvements                                            9,479,674          8,091,951
    Gaming equipment, fixtures and furniture                           4,073,221          3,746,809
    Vehicles                                                              51,265             41,320
    Leasehold improvements                                               259,609            246,347
                                                                    ------------       ------------
                                                                      14,960,849         13,223,507
    Less accumulated depreciation and amortization                    (1,958,979)        (1,078,870)
                                                                    ------------       ------------
                                                                      13,001,870         12,144,637
                                                                    ------------       ------------

Intangibles
    Dock rights, net                                                     248,512            284,008
    Deferred financing costs, net                                        232,981            298,392
    Goodwill, net                                                      1,042,865            702,967
                                                                    ------------       ------------
                                                                       1,524,358          1,285,367
                                                                    ------------       ------------

                                                                    $ 16,627,806       $ 17,695,333
                                                                    ============       ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-3
<PAGE>   32


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                                      2000               1999
                                                                      ------------       ------------
<S>                                                                   <C>                <C>
Current liabilities
    Notes payable - bank                                              $    244,206       $         --
    Current maturities of long-term debt                                 7,346,000            908,065
    Accounts payable                                                       664,709            204,683
    Accrued expenses
       Payroll and payroll taxes                                           164,333            216,820
       Accrued interest                                                     65,639            217,300
       Other                                                               721,316            691,029
                                                                      ------------       ------------
          TOTAL CURRENT LIABILITIES                                      9,206,203          2,237,897
                                                                      ------------       ------------



Long-term debt, less current maturities                                    633,559          7,945,656
                                                                      ------------       ------------



Notes payable to related party                                           8,497,873          5,527,457
                                                                      ------------       ------------

Commitments and contingencies

Stockholders' equity (deficit)
    Common stock, par value $.01 per share, authorized
      500,000,000 shares; issued and outstanding 24,070,402 at
      September 30, 2000 and 24,010,402 at September 30, 1999              240,704            240,104
    Preferred stock, par value $.01 per share, 10,000 shares
      authorized, no shares issued                                              --                 --
    Additional paid-in capital                                           3,899,576          3,887,176
    Accumulated deficit                                                 (5,850,109)        (2,142,957)
                                                                      ------------       ------------
                                                                        (1,709,829)         1,984,323
                                                                      ------------       ------------

                                                                      $ 16,627,806       $ 17,695,333
                                                                      ============       ============
</TABLE>


                                      F-4
<PAGE>   33


                  CONCORDE GAMING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                   2000               1999
                                                              -------------      -------------
<S>                                                           <C>                <C>
Revenues
    Casino                                                    $ 17,724,547       $ 18,015,062
    Food and beverage                                            2,457,152          1,944,153
    Other                                                        2,490,842          1,755,186
                                                              ------------       ------------
            Gross revenues                                      22,672,541         21,714,401
    Less: promotional allowance                                 (5,297,309)        (3,403,590)
                                                              ------------       ------------
            Net revenues                                        17,375,232         18,310,811
                                                              ------------       ------------

Costs and expenses
    Casino                                                       9,265,821          7,409,194
    Food and beverage                                            1,655,057          1,508,177
    Management fees to minority partner                            275,368            367,916
    Selling, general and administrative                          6,655,197          6,374,368
    Depreciation and amortization                                1,110,727            996,517
    Loss on sale of equipment                                       36,958             74,484
    Pre-opening and start-up costs                                      --            718,275
                                                              ------------       ------------
                                                                18,999,128         17,448,931
                                                              ------------       ------------

            Income (loss) from operations                       (1,623,896)           861,880
                                                              ------------       ------------

Other income (expense)
    Interest income                                                 30,287             34,285
    Gain on sale of real estate held for sale                           --             22,490
    Gain on sale of interest in unconsolidated affiliate                --             41,591
    Other income (expense)                                         (18,757)            19,468
    Interest expense and financing costs:
       Related party                                            (1,156,574)        (1,087,221)
       Other                                                      (938,212)          (962,746)
                                                              ------------       ------------
                                                                (2,083,256)        (1,932,133)
                                                              ------------       ------------

            Loss before income taxes                            (3,707,152)        (1,070,253)

Income tax benefit                                                      --           (100,700)
                                                              ------------       ------------
            Net loss                                          $ (3,707,152)      $   (969,553)
                                                              ============       ============
Basic and diluted loss per share                              $      (0.15)      $      (0.04)
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>   34


                  CONCORDE GAMING CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                  Additional
                                                       Number        Common         paid-in      Accumulated
                                                     of shares        stock         capital        deficit          Total
                                                    -----------    -----------    -----------    -----------     -----------

<S>                                                 <C>            <C>            <C>            <C>             <C>
Balance September 30, 1998                           23,673,126    $   236,731    $ 3,855,246    $(1,173,404)    $ 2,918,573

    Issuance of 150,260 shares of common
       stock relating to stock options exercised        150,260          1,503         21,036             --          22,539
    Issuance of 187,016 shares of common
       stock relating to stock bonuses                  187,016          1,870         10,894             --          12,764

    Net loss                                                 --             --             --       (969,553)       (969,553)
                                                    -----------    -----------    -----------    -----------     -----------
Balance September 30, 1999                           24,010,402        240,104      3,887,176     (2,142,957)      1,984,323
                                                    -----------    -----------    -----------    -----------     -----------

    Issuance of 60,000 shares of common
       stock relating to stock options exercised         60,000            600         12,400             --          13,000

    Net loss                                                 --             --             --     (3,707,152)     (3,707,152)
                                                    -----------    -----------    -----------    -----------     -----------

Balance September 30, 2000                           24,070,402    $   240,704    $ 3,899,576    $(5,850,109)    $(1,709,829)
                                                    ===========    ===========    ===========    ===========     ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-6
<PAGE>   35


                  CONCORDE GAMING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                           2000               1999
                                                                                       ------------       ------------
<S>                                                                                    <C>                <C>
Cash flows (used in) operating activities:
     Net loss                                                                          $ (3,707,152)      $   (969,553)
     Adjustments to reconcile net (loss) to net cash flows
        (used in) operating activities:
           Note payable to related party incurred for payment of interest expense           990,120            627,243
           Depreciation and amortization                                                  1,110,727            996,517
           Deferred income taxes                                                            139,000            146,000
           Provision for doubtful accounts                                                   38,618             99,632
           Other                                                                                 --            (41,591)
           Loss on disposal of property                                                      36,958             51,994
           Change in assets and liabilities:
              Decrease (increase) in trade receivables                                      351,304           (739,855)
              Decrease (increase) in prepaid expenses and inventory                         340,793           (744,723)
              Increase (decrease) in accounts payable and accrued expenses                  286,165            (76,676)
              Increase (decrease) in income taxes payable and receivable                    188,828           (246,700)
                                                                                       ------------       ------------
                    NET CASH (USED IN) OPERATING ACTIVITIES                                (224,639)          (897,712)
                                                                                       ------------       ------------

Cash flows from (used in) investing activities:
     Purchase of property and equipment                                                  (1,833,360)          (418,706)
     Purchase of intangibles                                                               (418,499)           (87,500)
     Proceeds from sale of property and equipment, real estate                                7,950            206,100
     Other                                                                                       --             44,000
     Proceeds from sale of unconsolidated affiliate                                              --            105,000
     Reduction of loan receivable from related party                                         95,000                 --
     Decrease (increase) in other assets                                                     62,141            (84,903)
                                                                                       ------------       ------------
                    NET CASH (USED IN) INVESTING ACTIVITIES                              (2,086,768)          (236,009)
                                                                                       ------------       ------------

Cash flows from (used in) financing activities:
     Net change in short-term borrowings - related parties                                       --           (490,500)
     Net change in short-term borrowings - other                                            244,206                 --
     Proceeds from long term borrowings - related parties                                 2,500,000          2,545,000
     Proceeds from long term borrowings - other                                              40,395         10,853,097
     Principal payments on long-term borrowings - related parties                          (519,704)          (869,786)
     Principal payments on long-term borrowings - other                                    (914,557)        (9,226,534)
     Payment of deferred financing costs                                                         --           (360,783)
     Proceeds from sale of stock                                                             13,000             35,303
                                                                                       ------------       ------------
                    NET CASH PROVIDED BY FINANCING ACTIVITIES                             1,363,340          2,485,797
                                                                                       ------------       ------------

                    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (948,067)         1,352,076
Cash and cash equivalents:
Beginning                                                                                 2,066,840            714,764
                                                                                       ------------       ------------

Ending                                                                                 $  1,118,773       $  2,066,840
                                                                                       ============       ============
</TABLE>

See Notes to Consolidated Financial Statements


                                      F-7
<PAGE>   36

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations:

Concorde Gaming Corporation and its subsidiaries (the "Company") owns and
operates the Golden Gates Casino in Black Hawk, Colorado and Casino Princesa, an
offshore gaming vessel in Miami, Florida.

Principles of Consolidation:

The consolidated financial statements include the accounts of Concorde Gaming
Corporation and its majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. Significant
subsidiaries at September 30, 2000 include Concorde Cripple Creek, Inc.
("Concorde Cripple Creek") (100% owned), Concorde Cruises, Inc. (100%) and
Conami, Inc. (100%). Through March 31, 2000, the Company owned an 80% interest
in two Joint Ventures that owned and operated the offshore gaming vessel in
Miami, Florida. During fiscal 2000, the Company acquired the remaining 20%
interest in these subsidiaries for $1,500,000.

Use of Estimates:

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

Significant Accounting Policies:

Cash and Cash Equivalents:

Cash and cash equivalents include cash on hand, demand deposits, and short-term
investments with maturities of three months or less.

Inventories:

Inventories are stated at the lower of cost (first-in, first-out method) or
market.

Allowance for Doubtful Accounts:

Casino Princesa extends credit to its customers, following an investigation of
creditworthiness, on terms that it establishes for each customer, primarily on
an unsecured basis. The allowance for doubtful accounts is maintained at a level
considered adequate to provide for possible future losses. Colorado state law
does not allow the granting of credit at the Golden Gates Casino.


                                      F-8
<PAGE>   37

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)

Property and Equipment:

Property and equipment are recorded at cost. Assets are depreciated over their
estimated useful lives or amortized over their lease terms using the
straight-line or accelerated methods. Estimated useful lives for furniture,
gaming equipment, and vehicles are 5 to 7 years, for leasehold improvements the
life of the underlying lease, for vessel and improvements 10 to 30 years, and
for buildings and improvements 39 years.

Pre-opening and Start-up Costs:

The American Institute of Certified Public Accountants' Accounting Standards
Executive Committee's Statement of Position No. 98-5, Reporting on the Costs of
Start-up Activities requires that pre-opening and start-up costs be expensed as
incurred.

Long-Lived Assets:

The Company periodically evaluates the value of long-lived assets, including
goodwill, for potential impairment. If an impairment is indicated, based on
estimated undiscounted future cash flows that are less than the carrying value
of the asset, such impaired assets are written down to their estimated fair
value. As of September 30, 2000, management determined that there was no
impairment of the Company's long-lived assets. It is reasonably possible that
the Company's impairment estimate related to long-lived assets may change in the
near term.

Intangible Assets:

Intangible assets, primarily goodwill and dock rights (excess of purchase price
over net assets acquired) are amortized over estimated useful lives of 10 to 15
years using the straight-line method.

Deferred Financing Costs:

Deferred financing costs are amortized over the term of the related loan using
the straight-line method.

Revenue Recognition:

The Company recognizes gaming revenues as the net win from gaming operations,
which is the difference between gaming wins and losses.

Promotional allowances consist primarily of player match betting incentives,
food and beverage items, and admission furnished without charge to customers.
The retail value of such items is included in the respective revenue
classification and is then deducted as promotional allowances.


                                      F-9
<PAGE>   38
CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)

Advertising Costs:

The Company follows the policy of charging the costs of advertising to expense
as incurred. Included in selling, general and administrative expenses is
$898,667 and $1,041,645 of advertising expense for the years ended September 30,
2000 and 1999, respectively.

Income Taxes:

The Company provides for income taxes under SFAS No. 109 Accounting for Income
Taxes. Deferred tax assets and liabilities are recognized for the future tax
effects attributable to temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
amounts. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.

Reclassifications:

Certain 1999 amounts have been reclassified to conform to the 2000 presentation.

Earnings (Loss) Per Share:

The Company follows the provisions of SFAS No. 128, Earnings per Share that
requires the reporting of basic earnings (loss) per share and diluted earnings
per share. Basic earnings (loss) per share is computed by dividing net earnings
(loss) for the period by the weighted average common shares outstanding for the
period. Diluted earnings (loss) per share amounts assume the conversion,
exercise or issuance of all potential common stock instruments unless the effect
is to reduce the loss or increase the income per common share. The provisions of
SFAS No. 128 have been applied to all periods presented in the accompanying
financial statements. In fiscal 2000 and 1999 basic and diluted losses per share
were the same.

<TABLE>
<CAPTION>
                                            YEAR ENDED SEPTEMBER 30, 2000                     YEAR ENDED SEPTEMBER 30, 1999
                                        LOSS            SHARES         LOSS               LOSS           SHARES          LOSS
                                    (NUMERATOR)     (DENOMINATOR)    PER SHARE         (NUMERATOR)    (DENOMINATOR)    PER SHARE
                                    -----------     -------------    ---------         -----------    -------------    ---------
<S>                                 <C>             <C>              <C>               <C>            <C>              <C>
Basic and Diluted EPS
    Net loss                        $(3,707,152)      24,045,224      $(0.15)          $ (969,553)      23,906,133      $(0.04)
                                    ===========       ==========      ======           ==========       ==========      ======
</TABLE>

For Fiscal 2000 and 1999, options and warrants outstanding (note 7) are not
included in the computation of diluted EPS because the effect is anti-dilutive
or the exercise price was greater than the average market price of the common
shares.

NOTE 2. ACQUISITION OF REMAINING INTEREST IN CASINO PRINCESA

On March 31, 2000, the Company purchased the remaining 20% interest in two joint
ventures, which own and operate the Casino Princesa. The acquisition was
accounted for as a purchase. The excess of the purchase price over the
proportional depreciated cost of net assets acquired


                                      F-10
<PAGE>   39

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------


was recorded on the financial statements based on the respective fair market
value of assets acquired as follows:

<TABLE>
<S>                          <C>
Goodwill                     $  137,252
Vessel and Improvements       1,354,464
Other                             8,284
                             ----------
                             $1,500,000
                             ==========
</TABLE>

NOTE 3. NOTES PAYABLE TO BANK

As of September 30, 2000, the Company has outstanding borrowings of $244,206
under a revolving bank line of credit. The line, which matures on March 1, 2001,
requires monthly interest payments which accrue at the prime rate plus 1%. The
loan is secured by substantially all assets of the Casino Princesa and is
personally guaranteed by the majority shareholder. The loan contains restrictive
covenants that are substantially the same as those for the Vessel loan.
Noncompliance with the debt service covenant is further described in Note 5.

NOTE 4. NOTES PAYABLE TO RELATED PARTY

Notes payable to related party consist of:

<TABLE>
<CAPTION>
                                                                                  2000            1999
                                                                               ----------      ----------
<S>                                                                            <C>             <C>
Unsecured notes payable to a company controlled by the Company's majority
    stockholder with interest at 18%, due on demand                            $8,497,873      $5,527,457
Less current maturities                                                                --              --
                                                                               ----------      ----------
Long-term notes payable to related parties                                     $8,497,873      $5,527,457
                                                                               ==========      ==========
</TABLE>

The majority stockholder has waived his right to demand payment on these notes
until after November 1, 2001. Therefore, these notes have been classified as
long-term at September 30, 2000. As of October 1, 2000, the interest rate
payable on these notes was decreased to the prime interest rate plus .75%

NOTE 5. LONG-TERM DEBT

Long-term debt consists of:

<TABLE>
<CAPTION>
                                                                                   2000              1999
                                                                                -----------       -----------
<S>                                                                             <C>               <C>
10.375% note payable to a bank (Vessel Loan), monthly installments of
    $130,258 including interest, due January 2004, secured by first
    preferred ship mortgage, guaranteed by majority stockholder.  (A)           $ 7,183,145       $ 7,938,835

Note payable to a bank, with interest at prime plus .75%, monthly principal
    payments of $10,119 plus interest through September 2002 when the
    remaining balance is due, secured by equipment                                  688,095           809,524
</TABLE>


                                      F-11
<PAGE>   40

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 5. LONG-TERM DEBT (CONTINUED)

<TABLE>
<S>                                                                             <C>               <C>
Other notes, due in various monthly installments to March 2006, at various
    rates from 6.5% to 15.5%, secured in part by property and equipment             108,319           105,362
                                                                                -----------       -----------
                                                                                  7,979,559         8,853,721
Less current maturities                                                          (7,346,000)         (908,065)
                                                                                -----------       -----------
                                                                                $   633,559         7,945,656
                                                                                ===========       ===========
</TABLE>

The prime interest rate at September 30, 2000 and 1999 was 9.50% and 8.25%,
respectively.

         (A). This Vessel Loan requires mandatory prepayment of principal in
January of each year in an amount equal to 12% of the amount of Excess Revenue
for each fiscal year. Excess Revenue as defined in the Vessel Loan is the excess
of (i) the earnings of the Casino Princesa before taxes, depreciation and
amortization minus the principal and interest paid on the Vessel Loan during the
fiscal year, over (ii) $4,000,000. There was no Excess Revenue in Fiscal 2000
and 1999.

The Vessel Loan contains typical covenants with respect to the Casino Princesa,
including net worth restrictions, debt service requirements and limitations on
the amount of debt that can be incurred. As of September 30, 2000, the Company
is in violation of the debt service covenant. Therefore, the unpaid principal
balance is included in current maturities at September 30, 2000.

The future aggregate annual maturities of long-term debt at September 30, 2000
are as follows:

<TABLE>
<CAPTION>
Fiscal year ending:
<S>                                                           <C>
   2001                                                       $ 7,346,000
   2002                                                           587,161
   2003                                                            17,302
   2004                                                            12,568
   2005                                                            12,303
   Thereafter                                                       4,225
                                                              -----------
                                                              $ 7,979,559
                                                              ===========
</TABLE>

NOTE 6. INCOME TAXES

The income tax provision (benefit) for the years ended September 30, 2000 and
1999 is as follows:

<TABLE>
<CAPTION>
                                 2000          1999
                              ---------     ----------
<S>                             <C>         <C>
Current, Federal and State    $(139,000)    $(246,700)
Deferred                        139,000       146,000
                              ---------     ---------
                              $      --     $(100,700)
                              =========     =========
</TABLE>


                                      F-12
<PAGE>   41

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 6. INCOME TAXES (CONTINUED)

The income tax provision (benefit) differs from the amount of income tax
determined by applying the statutory tax rate of 35% to pretax income (loss)
due to the following:

<TABLE>
<CAPTION>
                                                              2000              1999
                                                          ------------      ------------
<S>                                                       <C>               <C>
Computed "expected" tax expense (benefit)                 $(1,297,503)         (374,589)
Valuation allowance                                         1,370,000           (52,000)
Settlement of Internal Revenue Service examination                 --           103,300
Minority interest loss recognized by parent company            54,903            44,993
Distributions to minority interest classified as
    management fees for financial statements                       --           128,771
Other                                                         127,400            48,825
                                                          -----------       -----------
                                                          $        --          (100,700)
                                                          ===========       ===========
</TABLE>

<TABLE>
<CAPTION>
                                                              2000              1999
                                                          ------------      ------------
<S>                                                       <C>               <C>
Net deferred tax asset (liabilities) are as follows:

Deferred tax assets:
    Other accrued expenses                                $    21,000       $    21,000
    Start-up costs                                            510,000           546,000
    Goodwill                                                  128,000                --
    Net operating loss                                      1,654,000           285,000
    Accrued interest                                          358,000            53,000
    Allowance for doubtful accounts and other                  87,000            30,000
                                                          -----------       -----------
                                                            2,758,000           935,000
    Valuation allowance                                    (2,307,000)         (632,000)
                                                          -----------       -----------
                                                              451,000           303,000
Deferred tax liabilities:
    Intangibles                                               (12,000)           (7,000)
    Other                                                          --            (1,000)
    Property and equipment                                   (439,000)         (156,000)
                                                          -----------       -----------
                                                             (451,000)         (164,000)
                                                          -----------       -----------
          Net                                             $        --       $   139,000
                                                          ===========       ===========
</TABLE>

Net deferred tax assets (before valuation allowance) increased during fiscal
2000 by $1,823,000 as a result of current year temporary differences, net
operating losses and because of the acquisition of the 20% interest in the
Casino Princesa and Princesa Partners. As part of that purchase, the Company
acquired a deferred tax asset and a related valuation allowance of approximately
$305,000.

During the year ended September 30, 2000, the Company recorded a valuation
allowance of $1,675,000 on the deferred tax assets to reduce the total to an
amount that management believes will ultimately be realized. During the year
ended September 30, 1999, the valuation allowance was reduced by $52,000.
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. There was no other
activity in the valuation allowance account during 2000 or 1999.

Loss carryforwards available for federal income tax purposes of approximately
$4,570,000 as of September 30, 2000 will begin to expire in the year ending
September 30, 2014.


                                      F-13
<PAGE>   42

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------


NOTE 7. STOCK OPTION PLAN AND STOCK WARRANTS ISSUED AS COMPENSATION

The Company has reserved 2,200,000 shares of its common stock for issuance under
the 1992 Performance Stock Option Plan (the "Plan"). The Plan allows for the
issuance of incentive stock options and nonqualified stock options to certain
officers, directors, and employees of the Company. Incentive stock options may
be granted at prices not less than fair market value on the date of grant, while
nonqualified stock options may be granted at prices less than fair market value
on the date of grant. At September 30, 2000,1,149,740 incentive stock options
were issued and outstanding under the Plan. The options were granted at exercise
prices ranging from $0.15 to $0.42 per share and vest ratably over a five-year
period. Options for the purchase of 907,740 shares were vested at September 30,
2000. Options for the purchase of 60,000 shares were exercised during the year
ended September 30, 2000. Options for the purchase of 346,490 shares, issued in
fiscal years 1997 through 1999, were canceled in March 2000.

Summarized information for all options is as follows for the years ended
September 30:

<TABLE>
<CAPTION>
                                            2000                     1999
                                  ----------------------    ----------------------
                                                WEIGHTED                  WEIGHTED
                                                AVERAGE                   AVERAGE
                                                EXERCISE                  EXERCISE
Outstanding                        OPTIONS       PRICE       OPTIONS       PRICE
                                  ----------    --------    ----------    --------
<S>                               <C>           <C>         <C>           <C>
Beginning of year                 1,456,230     $   0.27    2,200,000     $   0.25
Granted                             100,000     $   0.25           --
Exercised                           (60,000)    $   0.22     (150,260)    $   0.15
Cancelled                          (346,490)    $   0.28     (593,510)    $   0.23
                                  ---------                 ---------
End of year                       1,149,740     $   0.27    1,456,230     $   0.27
                                  =========                 =========

Exercisable at end of year          907,740     $   0.27      769,984     $   0.28
                                  =========                 =========

Options available for grant         840,000                   593,510
                                  =========                 =========
</TABLE>

The following table summarizes information about the options outstanding at
September 30, 2000.

<TABLE>
<CAPTION>
                                   Remaining    Average                  Average
    Range of          Number      Contractual   Exercise      Number     Exercise
Exercise Prices     Outstanding      Life        Price      Exercisable   Price
---------------     -----------   -----------   --------    -----------  --------
<S>                 <C>           <C>           <C>         <C>          <C>
$ 0.15 - $ 0.25        710,000        5.9        $0.18        538,000     $0.18
$ 0.40 - $ 0.42        439,740        5.3        $0.40        369,740     $0.40
                    ----------                               --------
                     1,149,740        5.7        $0.27        907,740     $0.27
                    ==========                               ========
</TABLE>

In January 1994, the Company granted its majority stockholder a warrant to
purchase 2,000,000 shares of the Company's common stock at $1 per share through
January 2004. The warrant was issued as consideration for the stockholder's
financial accommodations and guarantees of over $9,000,000 in Company debt.


                                      F-14
<PAGE>   43

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 7. STOCK OPTION PLAN AND STOCK WARRANTS ISSUED AS COMPENSATION (CONTINUED)

In December 1993 through November 1995, the Company granted warrants to purchase
960,000 common shares in conjunction with the terms of a note payable to an
individual. Of these 40,000 and 480,000 warrants expired in December 1999 and
December 1998, respectively. The remaining warrants to purchase 440,000 common
shares at an exercise price of $0.75 per share expired in November 2000.

The Company has adopted the disclosures-only provision of SFAS No. 123,
Accounting for Stock-Based Compensation. The Company applies APB Opinion No. 25
and related interpretations in accounting for its stock options. Under APB 25,
no compensation cost has been recognized in the financial statements for the
Stock Option Plan. The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model. Had compensation cost for
the stock option grants been determined based on the fair value at the date of
grant for awards consistent with the provisions of SFAS 123, the Company's net
income per common and common equivalent share would have been decreased to the
pro forma amounts below for the years ended September 30:

<TABLE>
<CAPTION>
                                                             2000                1999
                                                        --------------      --------------
<S>                                                     <C>                 <C>
Net income (loss) - as reported                         $  (3,707,152)      $    (969,553)
Net income (loss) - pro forma                           $  (3,712,268)      $    (983,261)

Basic and diluted earnings per share - as reported      $       (0.15)      $       (0.04)
Basic and diluted earnings per share - pro forma        $       (0.15)      $       (0.04)
</TABLE>

During fiscal year 2000, 100,000 options were granted. The fair values of these
options were not significant.

Concurrent with the cancellation of stock options for 233,770 shares of common
stock in February 1999, the Company granted stock bonuses for 187,016 shares of
common stock valued at $12,764.

NOTE 8. RELATED PARTY TRANSACTIONS

Rent expense to a company controlled by the Company's majority stockholder
totaled $31,172 and $31,172 for 2000 and 1999, respectively, for an office space
lease that is leased month-to-month.

Interest expense on notes payable to the majority stockholder and a company
controlled by the majority stockholder was $1,156,574 and $1,087,221 for the
fiscal 2000 and 1999, respectively.


                                      F-15
<PAGE>   44

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 9. CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank deposit accounts, which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts. The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.

NOTE 10. COMMITMENTS

Use Agreement:

The Company has a Use Agreement ("Use Agreement") with Bayfront Park Management
Trust, a limited agency and instrumentality of the City of Miami, Florida (the
"Trust"). The Use Agreement grants the Company the exclusive right to use the
Trust's docking facilities at Bayfront Park for the purpose of docking vessels,
including an offshore gaming vessel.

The initial term of the Use Agreement expires on August 31, 2002, with the
option to extend for one additional five-year term ("Extension Term").

The Company has a right of first refusal to extend the Extension Term, if
exercised, for one additional five year term provided the Trust, in its sole
discretion, has determined to permit the continued use of its docking facilities
by a gaming vessel and there has been no event of default under the Use
Agreement. Annual fees owing under the lease agreement are $475,000 for the
remaining two years of the initial term. The Company has provided a $475,000
irrevocable bank letter of credit for the benefit of the Trust to secure the
payment of the annual fees.

The letter of credit is secured by the personal guarantee of the majority
stockholder and a mortgage on certain real estate owned by a company controlled
by the majority stockholder. The Company is required to pay the majority
stockholder a fee of $14,250 for the year ending September 30, 2001. Interest
and financing costs include $28,500 to a company controlled by the Company's
majority stockholder and $127,500 to the majority stockholder for the years
ended September 30, 2000 and 1999, respectively. Included in accrued interest is
$0 and $145,500 at September 30, 2000 and 1999, respectively. The Company is
required to provide a letter of credit throughout the term of the Use Agreement,
in an amount equal to the next years' annual fees.

Leases:

The Company has several noncancelable operating leases, primarily for dock and
casino property, that expire over the next five years. These leases generally
contain renewal options for periods ranging one to ten years and require the
Company to pay all executory costs such as maintenance and insurance. Rental
expense for operating leases during the years ended September 30, 2000 and 1999
was $1,222,864 and $944,200, respectively.


                                      F-16
<PAGE>   45

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 10. COMMITMENTS (CONTINUED)

The future aggregate minimum lease payments as of September 30, 2000 are as
follows:

<TABLE>
<CAPTION>
Fiscal year ending:
<S>                                                          <C>
  2001                                                       $  940,900
  2002                                                          800,443
  2003                                                          793,843
  2004                                                          831,443
  2005                                                          859,934
                                                             ----------
                                                             $4,226,563
                                                             ==========
</TABLE>

The casino lease also requires the Company to pay additional rent based on a
percentage of adjusted net gaming revenue of Golden Gates Casino as set forth in
the casino lease agreement which was approximately $106,000 and $118,000 for the
years ended September 30, 2000 and 1999, respectively. Base rental payments
under the agreement are included in the minimum lease payments above.

Retirement Plan:

The Company has a defined contribution 401(k) profit sharing plan covering
substantially all eligible employees. Employer contributions under the Plan are
discretionary and vest ratably over a six-year period. Employer contributions
totaled $26,975 and $16,765 during the years ended September 30, 2000 and 1999,
respectively.

2000 Employee Stock Purchase Plan:

In fiscal 2000 the Company adopted the 2000 Employee Stock Purchase Plan (the
"Purchase Plan") under which certain employees who meet minimum employment
criteria are eligible to participate. Eligible employees may purchase common
stock of the Company at a purchase price of 85% of the fair market value of the
stock. Annual purchases are limited to $10,000 per employee. The plan will be
initially implemented subsequent to January 2001, and will expire in 2011,
unless terminated earlier by the Purchase Plan administrator. The total number
of shares reserved for purchase under the Purchase Plan is 2,000,000.

NOTE 11. CONTINGENCIES

Association for Disabled Americans, Inc., Coral Springs Advocacy Committee for
the Handicapped, Inc., Daniel Ruiz and Jorge Luis Rodriguez v. Concorde Gaming
Corporation and Goldcoast Entertainment Cruises, Inc. (United States District
Court for the Southern District of Florida, Miami Division, Civil Action No.
99-1056). On April 15, 1999, the Association for Disabled Americans, Inc., et.
al, filed suit against the Company and Goldcoast (the "Defendants") for
injunctive relief pursuant to the Americans With Disabilities Act. The
Plaintiffs claim, in part, that the Defendants have discriminated against them
by denying them access to and full and equal enjoyment of services, facilities,
accommodations, the Princesa and that the Defendants have failed to remove
architectural barriers and erect certain architecturally required improvements.
The Plaintiffs have requested that the Court issue a permanent


                                      F-17
<PAGE>   46

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 11. CONTINGENCIES (CONTINUED)

injunction enjoining the Defendants from continuing its alleged discriminatory
practices, ordering the Defendants to alter the subject vessel and premises,
close the subject vessel and premises until the alleged required modifications
are completed and to award Plaintiffs attorney's fees, costs and expenses
incurred. The Company intends to vigorously defend this action.

In August 1997, the Company acquired an 80% interest in a Florida joint venture.
This acquisition was accounted for as a purchase and the operating results of
the business have been included in the Company's consolidated financial
statements since the date of acquisition. The purchase price of this 80%
interest was an initial payment of $650,000 and future consideration equal to 2%
of Casino Princesa's gaming win per operating year for each of the first three
years. The final payment is due in October 2001. The future payments will be a
minimum of $175,000 but not greater than $400,000. Once the actual payment is
determined for each of the first three operating years, the amount is recorded
as goodwill and amortized using the straight-line method over the remaining term
of the dock lease. In 2000 and 1999, additional goodwill of $276,414 and
$175,000, respectively, have been recorded.

As further discussed in Note 2, on March 31, 2000, the Company acquired the
remaining 20% interest in the Joint Ventures that own and operate the Casino
Princesa. As part of that transaction the Company is required to pay a monthly
consulting fee to an individual totaling approximately $123,000. As of September
30, 2000, eight monthly payments of $10,000 remain under this commitment.

In October 1997, the Company entered into a parking garage agreement for the
purpose of constructing a parking garage adjacent to Golden Gates Casino. This
agreement requires the Company to contribute land with a book value of
$1,097,080 to a third party. The Company has no additional commitments relating
to the construction of the parking garage. The parking garage was completed
during fiscal year 2000. Contribution of this land is contingent upon
performance of contractual obligations by the third party as set forth in the
parking garage agreement. The parties to the parking garage agreement have
agreed to enter into a Condominium Declaration whereby each will receive parking
spaces in said condominium.

NOTE 12. DISCLOSURES ABOUT FAIR MARKET VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practical to estimate that
value:

         The carrying amount of cash equivalents approximates fair value because
         of the short maturity of those instruments.

         The carrying amounts of trade accounts receivable, accounts payable and
         accrued liabilities approximate fair value because of the short
         maturity of those instruments.


                                      F-18
<PAGE>   47

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 12. DISCLOSURES ABOUT FAIR MARKET VALUE OF FINANCIAL INVESTMENT (CONTINUED)

         Management estimates that long-term debt approximates fair value as it
         generally includes variable interest rates and/or because of the
         short-term nature of the notes payable.

It was not practicable to estimate the fair value of the note payable to the
Company's majority stockholder. The stockholder has waived the right to demand
payment of the note for a period of twelve months.

NOTE 13. GOING CONCERN ISSUES AND MANAGEMENT PLANS

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern and realization of assets and settlement of
liabilities and commitments in the normal course of business.

As shown in the accompanying financial statements, the Company has incurred net
losses of $3,707,152 and $969,553 for the years ending September 30, 2000 and
1999 respectively, and has accumulated deficit since inception of $5,850,109. In
addition, the Company has liabilities due within one year of $9,206,203, but
only current assets of $1,932,086. The Company is also in violation of a loan
covenant. Management's plans to address these conditions are discussed in the
following paragraphs.

Management is focusing its operational improvement efforts on the Casino
Princesa. As part of the plan to improve profitability, management has
significantly reduced the direct costs of food services and substantially
reduced the casino's payroll commitments. Also, match play incentives and
promotional allowances to customers have been substantially reduced or
eliminated. Passenger counts may be increased by reducing admissions charges
and by changing the marketing focus to an increased direct mail solicitation. A
substantial customer database has been compiled for this purpose. In addition,
the Princesa will likely have less competition in fiscal 2001 as certain casino
vessels have left the market, leaving only one smaller vessel in the Miami area.

Management expects to enjoy higher customer counts and revenues at the Golden
Gates Casino due to the completion of a parking facility adjacent to the casino
in the fourth quarter of fiscal year 2000. Due to construction, and the lack of
alternative parking, the Golden Gates Casino suffered a substantial reduction in
customer traffic during most of fiscal year 2000.

There is no assurance that the Company's majority shareholder would have the
intent or the ability to fund future cash shortages (if any) to the extent done
in fiscal year 2000, and in the first quarter of fiscal year 2001.

If management is unable to effectuate its operational plan, and if the Company's
majority shareholder is unable to provide additional sources of cash, the
Company will continue to be unable to satisfy its debt covenants and may be
unable to satisfy its continuing debt obligations, and may have to discontinue
operations.


                                      F-19
<PAGE>   48

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 14. SEGMENT INFORMATION

The Company's reportable segments are strategic business units that offer
similar products and services at separate geographical locations. They are
managed separately because each business requires different technology and
marketing strategies.

There are two reportable segments: the Casino Princesa and Golden Gates Casino.
The Casino Princesa is an offshore gaming vessel that sails out of Miami,
Florida. The Golden Gates Casino is located in Black Hawk, Colorado.

The accounting policies applied to determine the segment information are the
same as those described in the summary of significant accounting policies. The
interest expense of each segment is specifically identifiable to debt directly
incurred to acquire the segment's assets. No intercompany allocations or
intersegment sales and transfers have been made.

Management evaluates the performance of each segment based on profit or loss
from operations before income taxes, exclusive of nonrecurring gains and losses.

Financial information in $1,000's with respect to the reportable segments is as
follows:

<TABLE>
<CAPTION>
                                     CASINO PRINCESA               GOLDEN GATES                    TOTAL
                                   2000           1999          2000          1999          2000           1999
                                 --------       --------      --------      --------      --------       --------
<S>                              <C>            <C>           <C>           <C>           <C>            <C>
Revenues
  Casino                         $ 13,730       $ 13,763      $  3,994      $  4,252      $ 17,724       $ 18,015
  Food and beverage                 2,358          1,778            99           166         2,457          1,944
  Other income                      2,418          1,708            73            47         2,491          1,755
                                 --------       --------      --------      --------      --------       --------
   Gross revenues                  18,506         17,249         4,166         4,465        22,672         21,714
  Less:
  Promotional allowances            5,004          2,980           293           423         5,297          3,403
                                 --------       --------      --------      --------      --------       --------
   Net revenues                    13,502         14,269         3,873         4,042        17,375         18,311
                                 --------       --------      --------      --------      --------       --------

Costs and expenses
  Casino                            6,672          4,715         2,594         2,694         9,266          7,409
  Food and beverage                 1,515          1,330           140           178         1,655          1,508
  Selling, general and
   administrative                   5,255          4,997           515           593         5,770          5,590
  Pre-opening costs                    --            718            --            --            --            718
  Management fees                     275            368            --            --           275            368
  Depreciation/amortization           756            660           292           271         1,048            931
  Loss on sale of equipment            --             --            34            75            34             75
  Interest expense                    863          1,016            79            56           942          1,072
                                 --------       --------      --------      --------      --------       --------
   Total costs and
    expenses                       15,336         13,804         3,654         3,867        18,990         17,671
                                 --------       --------      --------      --------      --------       --------

Segment profit (loss)            $ (1,834)      $    465      $    219           175      $ (1,615)      $    640
                                 ========       ========      ========      ========      ========       ========

Segment assets                   $ 12,711       $ 13,261      $  3,353      $  3,337      $ 16,064       $ 16,598
                                 ========       ========      ========      ========      ========       ========

Expenditure for segment
  Assets                         $  1,447       $    231      $    375      $    188      $  1,822       $    419
                                 ========       ========      ========      ========      ========       ========
</TABLE>


                                      F-20
<PAGE>   49

CONCORDE GAMING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 14. SEGMENT INFORMATION (CONTINUED)

The following schedules are presented to reconcile amounts in the foregoing
segment information to the amounts reported in the Company's consolidated
financial statements.

<TABLE>
<CAPTION>
                                                       2000           1999
                                                     --------       --------

<S>                                                  <C>            <C>
PROFIT

Total profit (loss) of reportable segments           $ (1,615)      $    641
                                                     --------       --------
  Unallocated amounts:
    Income
         Interest income                                   30             34
         Other                                             --             84
                                                     --------       --------
             Total income items                            30            118
                                                     --------       --------
    Expense
         General and administrative                       885            784
         Depreciation and amortization                     63             66
         Corporate interest                             1,153            979
         Other                                             21             --
                                                     --------       --------
             Total expense items                        2,122          1,829
                                                     --------       --------

Consolidated net (loss) before income taxes and
  cumulative effect of accounting change             $ (3,707)      $ (1,070)
                                                     ========       ========

ASSETS

Assets of reportable segments                        $ 16,064       $ 16,598
Unallocated intangibles                                   249            284
Corporate cash and other                                   12             89
Corporate property and equipment                          303            296
Deferred income taxes                                      --            239
Corporate income taxes refund claim                        --            189
                                                     --------       --------
  Consolidated assets                                $ 16,628       $ 17,695
                                                     ========       ========
</TABLE>

NOTE 15. SUBSEQUENT EVENTS

During the period from October 1, 2000 through January 8, 2001, the Company
borrowed a total of $1,105,000 from its majority stockholder and his controlled
corporation.

NOTE 16. SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<S>                                                                      <C>             <C>
Cash payments for:
 Interest, net of capitalized interest                                   $1,256,327      $1,605,974

Supplemental Schedule of Noncash Investing and Financing Activities
  Accrued expenses incurred for the purchase of intangibles                      --          87,500
</TABLE>


                                      F-21
<PAGE>   50


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

                                        CONCORDE GAMING CORPORATION



May 4, 2001                             By /s/ JERRY L. BAUM
                                           -------------------------------------
                                             Jerry L. Baum, President


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



/s/ BRUSTUEN H. LIEN              Chairman of the Board        May 4, 2001
-------------------------------   of Directors
Brustuen "Bruce" H. Lien

/s/ JERRY L. BAUM                 President, Chief Executive   May 4, 2001
-------------------------------   Officer and Director
Jerry L. Baum

/s/ DEANNA B. LIEN                Director                     May 4, 2001
-------------------------------
Deanna B. Lien

/s/ THOMAS GOODRICH               Principal Accounting         May 4, 2001
-------------------------------   Officer
Thomas Goodrich


<PAGE>   51



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

<S>               <C>
3.1               Amended and Restated Articles of Incorporation.(1)

3.2               Fourth Amended and Restated Bylaws.(+)

10.1              1992 Performance Stock Option Plan.(2)

10.2              2000 Employee Stock Purchase Agreement.(3)

10.3              Indemnification Agreement between the Company and Bruce H.
                  Lien.(1)

10.4              Lease between Elevation 8000+ and Concorde Cripple Creek, Inc.
                  dated July 21, 1997.(3)

10.5              Use Agreement dated June 25, 1997, by and between Casino
                  Princesa and Bayfront Park Management Trust.(4)

10.6              Waiver Agreement dated March 20, 1998, by and between
                  Goldcoast Entertainment Cruises, Inc. and Concorde Gaming
                  Corporation.(4)

10.7              Option Agreement dated April 20, 1998 between Concorde Gaming
                  Corporation and Bruce H. Lien.(4)

10.8              Promissory Note in the aggregate principal amount of
                  $3,000,000 executed by Company and BHL Capital Corporation.(4)

10.9              Servicing and Intercreditor Agreement between Princesa
                  Partners, The National City Bank of Evansville, as servicer,
                  and the lenders set forth therein dated as of October 22,
                  1998.(5)

10.10             Security Agreement between Princesa Partners, Casino Princesa
                  and the lenders named therein dated as of October 22, 1998.(5)

10.11             Guaranty, Subordination Agreement, Security Agreement and
                  Indemnity by Casino Princesa for the benefit of the lenders
                  named therein, dated as of October 22, 1998.(5)

10.12             First Preferred Ship Mortgage by Princesa Partners in favor of
                  The National City Bank of Evansville, individually and as
                  agent for certain lenders, dated as of October 15, 1998.(5)

10.13             Guaranty by the Company for the benefit of the lenders named
                  therein dated as of October 22, 1998.(5)
</TABLE>


<PAGE>   52


<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

<S>               <C>
10.14             Promissory Note to the order of BHL Capital Corporation in the
                  principal amount of $5,000,000 dated November 13, 1998.(5)

10.15             First Amendment to Lease between Concorde Cripple Creek and
                  Elevation 8000+ LLC, dated as of January 1, 1999. (6)

10.16             Loan Agreement between Concorde Cripple Creek, Inc. and BNC
                  National Bank of Minnesota, dated as of May 21, 1999. (7)

10.17             Security Agreement between Concorde Cripple Creek, Inc. and
                  BNC National Bank of Minnesota, dated as of May 21, 1999.(7)

10.18             Guaranty Agreement between the Company and BNC National Bank
                  of Minnesota, dated as of May 21, 1999.(7)

10.19             Waiver of Interest, Assignment of Lease and Agreement
                  Concerning Assumption of Lease among Concorde Cripple Creek,
                  Inc., BNC National Bank of Minnesota, and Elevation 8000+ LLC,
                  dated May 21, 1999.(7)

10.20             Short-Term Revolving Note to the order of BNC National Bank
                  dated May 21, 1999.(7)

10.21             Term Note to the order of BNC National Bank of Minnesota dated
                  May 21, 1999.(7)

10.22             Promissory Note in the amount of $8,498,465.02 to the order of
                  BHL Capital Corporation dated October 1, 2000.(+)

10.23             Promissory Note in the amount of $1,105,000 to the order of
                  BHL Capital Corporation dated October 1, 2000.(+)
</TABLE>


<PAGE>   53


<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

<S>               <C>
10.24             Sublease between the Company and KMM Parking L.L.C. dated
                  December 30, 1998.(+)

21                Subsidiaries of the Registrant.(5)

23                Consent of Independent Auditors'.(+)

27                Financial Data Schedule.(+)
</TABLE>

----------

(+)  Filed herewith

(1)  Previously filed with the Securities and Exchange Commission as an exhibit
     to the Company's Annual Report on Form 10-KSB for the year ended September
     30, 1995 (File No. 0-8698) and incorporated herein by this reference.

(2)  Previously filed with the Securities and Exchange Commission by the Company
     on September 24, 1992 as Exhibit 10 to the Registration Statement on Form
     S-8, (File No. 33-52388) and incorporated herein by this reference.

(3)  Previously filed with the Securities and Exchange Commission by the Company
     as an attachment to the Company's Proxy Statement for the 1999 annual
     meeting on Schedule 14A and incorporated herein by this reference.

(4)  Previously filed with the Securities and Exchange Commission by the Company
     as an exhibit to its Annual Report on Form 10-KSB for the year ended
     September 30, 1997 (File No. 0-8698) and incorporated herein by this
     reference.

(5)  Previously filed with the Securities and Exchange Commission by the Company
     as an exhibit to its Annual Report on Form 10-KSB for the year ended
     September 30, 1998 (File No. 0-8698) and incorporated herein by this
     reference.

(6)  Previously filed with the Securities and Exchange Commission as an exhibit
     to the Company's Quarterly Report on Form 10-QSB for the quarter ended
     December 31, 1998 (File No. 0-8698) and incorporated herein by this
     reference.

(7)  Previously filed with the Securities and Exchange Commission as an exhibit
     to the Company's Quarterly Report on Form 10-QSB for the quarter ended June
     30, 1999 (File No. 0-8698) and incorporated herein by this reference.