The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates included herein relate to the recoverability of assets, the value of long-lived assets, the long-term viability of the business, the future impact of gaming regulations, and future obligations under various tax statutes. Actual results may differ from estimates.

        Cash consists of demand deposits and vault cash used in casino operations. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2002, the Company had deposits in excess of the Federal Deposit Insurance Corporation limit of $100,000 at one financial institution. The balance in the Company accounts totaled $114,000.

        Inventories primarily consist of food and beverage supplies and are stated at the lower of cost or market. Cost is determined by the specific-cost method.

       The Company's marketable securities consisted primarily of common stock holdings and were classified as trading securities and reported at fair value. Unrealized gains and losses are reported in earnings.

        In accordance with industry practice, the Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Marketable trading securities are accounted for on a trade date basis. Where possible, realized gains and losses on the sales of marketable trading securities are determined using the specific identification method. If the specific identification method cannot be utilized, realized gains and losses are determined using the first-in, first-out method.

        The Company expenses all advertising costs as they are incurred. Advertising costs were $18,000 and $26,000 for the years ended June 30, 2002 and 2001, respectively.

        Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2002. The respective carrying value of certain balance sheet financial instruments approximated their fair values. These financial instruments include cash, accrued income, notes receivable, accounts payable and accrued expenses. Fair values are assumed to approximate carrying values for these financial instruments due to the short-term maturities of these instruments.

        The carrying value of long-term debt approximated fair value because stated interest rates on these instruments are similar to quoted rates for instruments with similar risks.

        Land, building and improvements, and equipment are carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives. The building is depreciated over 31 years, and improvements and equipment are depreciated over five to seven years.

        The Company periodically reviews the carrying amount of long-lived assets to determine whether current events or circumstances warrant adjustments to such carrying amounts. If an impairment adjustment is deemed necessary, such loss is measured by the amount that the carrying value of such assets exceeds their fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

        During the year ended June 30, 2002, the Company recognized impairment in the value of leasehold rights and interests and contract rights in the amount of $544,000.  It also recognized impairment in the value of goodwill in the amount of $1,507,000.  These were recorded as part of the disposal of the discontinued bingo segment.

        During the year ended June 30, 2001, the Company recognized partial impairment in the value of leasehold rights and interests and contract rights in the amount of $454,000.  This was recorded as part of the disposal of the discontinued bingo segment.  It also recognized impairment in the value of hotel credits in the amount of $187,000 that related to casino operations.

Stock-Based Compensation

        The Company accounts for stock based compensation in accordance with Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." The provisions of SFAS No. 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in APB Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25"), but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. The Company has elected to continue to apply APB 25 in accounting for its stock option incentive plans.

        The Company has issued its common stock as a compensation to non-employees. The Company measures the amount of stock-based compensation based on the fair value of the equity instrument issued or the services or goods provided as of the earlier of (1) the date at which an agreement is reached with the non-employee as to the number of shares to be issued for performance, or (2) the date at which the non-employee's performance is complete.

        SFAS No. 130, Reporting Comprehensive Income , establishes requirements for disclosure of comprehensive income. The Company did not have any components of comprehensive income requiring separate disclosure under SFAS No. 130.

        SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities establishes requirements for disclosure of derivative instruments and hedging activities. During the periods covered by the financial statements the Company did not have any derivative financial instruments and did not participate in hedging activities.

        The Company uses the liability method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment date. A valuation allowance is established against deferred tax assets when management concludes that the "more likely than not" realization criteria has not been met.

        The Company follows SFAS No. 128, "Earnings Per Share." Basic earnings (loss) per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. Convertible preferred stock, stock options, stock warrants and convertible promissory notes are not considered in the calculation for the years ended June 30, 2002 and 2001 as the impact of the potential common shares would be anti-dilutive.

        The Company follows SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information". Certain information is disclosed, per SFAS No. 131, based on the way management organizes financial information for making operating decisions and assessing performance. The Company currently operates in one business segment and will evaluate additional segment disclosure requirements if it expands operations.

        We operate in a highly regulated environment subject to the political process. Our retail gaming license is subject to annual renewal by the Colorado Division of Gaming. Changes to existing statues and regulations could have a negative effect on our operations.

        In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Intangible Assets". SFAS No. 141 is effective for all business combinations completed after June 30, 2001. SFAS No. 142 is effective for the year beginning January 1, 2002; however, certain provisions of the Statement apply to goodwill and other intangible assets acquired between July 1, 2001, and the effective date of SFAS No. 142. The Company does not believe the adoption of these standards will have a material impact on its financial statements.

       In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement applies to all entities. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company is evaluating the impact of the adoption on its financial position and results of operations.

       In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and superceded SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". The provisions of the statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company is evaluating the impact of the adoption on its financial position and results of operations.

       In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections". SFAS No. 145 rescinds the provisions of SFAS No. 4 that requires companies to classify certain gains and losses from debt extinguishments as extraordinary items, eliminates the provisions of SFAS No. 44 regarding transition to the Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require that certain lease modifications be treated as sale leaseback transactions. The provisions of SFAS No. 145 that are related to classification of debt extinguishments are effective for fiscal years beginning after May 15, 2002. The provisions of SFAS No. 145 related to leases modifications are effective for transactions occurring after May 15, 2002. Earlier application is encouraged. The Company does not believe the adoption of these standards will have a material impact on its financial statements.

       The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Although the Company reported net income for the year ended June 30, 2002, it reported substantial net losses in previous years. As of June 30, 2002, it had an accumulated deficit of $13,227,000 and a working capital deficiency of $1,885,000. The Company is in default on various loan agreements, is delinquent on payments to certain creditors and has ceased operating all but one of its casinos. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

        The Company continues its efforts to formulate plans and strategies to address its financial condition and increase profitability. Operating expenses have been reduced and management will continue to address debt currently in default by negotiating with creditors to convert debt to equity, extend maturity dates and reduce payment amounts. The Company continues to explore methods to increase profitability; however, there can be no assurances that management will be successful in their efforts.

        The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3.     ONSOURCE CORPORATION AND DISCONTINUED OPERATIONS

        OnSource Corporation ("OnSource"), a Delaware corporation, was organized by Global as a wholly owned subsidiary. The Company formed OnSource to affect a spin-off of a subsidiary.  Global distributed its shares in OnSource to Global shareholders via a stock dividend. 

       Effective July 1, 2001, Global transferred to OnSource its interest in Global Alaska Industries ("Global Alaska"), a wholly owned subsidiary, and certain other liabilities. Global established August 6, 2001 as the record date for determining the shareholders entitled to receive the stock dividend. Global stockholders will receive one share of OnSource common stock for every ten shares of Global common stock beneficially owned as of August 6, 2001. OnSource intends to file the appropriate registration documents with the US Securities and Exchange Commission ("SEC") and the shares of OnSource will be distributed as soon as practicable after the SEC declares that the registration statement is effective.

        Global Alaska's operations were conducted through its wholly owned subsidiary, Alaska Bingo Supply, Inc. ("ABS"), an Alaskan corporation. ABS is primarily engaged in the distribution of a full line of products, supplies and equipment utilized by licensed gaming organizations in the State of Alaska. Gaming in Alaska is limited to qualified organizations (primarily non-profit groups and municipalities) that operate bingo and pull-tabs games for fund raising purposes. ABS also provides facilities management services to bingo hall operators.

        For accounting purposes, Global has determined that the effective date of separation of Global and OnSource was July 1, 2001. Accordingly, the accompanying financial statements exclude all activity of OnSource, Global Alaska, and ABS subsequent to June 30, 2001. Global has presented the operating activities related to Global Alaska as a discontinued operation for the year ended June 30, 2001.

       Net sales of Global Alaska for the year ended June 30, 2001 were $2,702,000. This amount is not included in revenue in the accompanying consolidated statements of operations.

        Assets are shown at their net realizable values and liabilities are shown at their face amounts. Since the liabilities assumed by OnSource exceeded the assets transferred to OnSource, the net effect of the transfer was recorded as additional paid-in capital of $2,732,000.

       At June 30, 2002, the note receivable of $40,000 consisted of an installment note bearing interest at 6.5% and due in monthly installments of $6,000 through December 2002. The note is collateralized by a deed of trust on real property, fixtures, and improvements.

        The Company's marketable securities consisted of equity securities and certain other investment securities and were classified as trading securities. The net unrealized gains (losses) have been included in earnings.

        On April 1, 2002, the Company transferred their portfolio of marketable securities with a fair market value of $67,000, along with other assets and liabilities aggregating $201,000, to a shareholder to satisfy amounts due to the shareholder. As of June 30, 2002, the Company had no marketable securities.

        The gross realized gains on sales of marketable securities were $125,000 and $117,000 in 2002 and 2001 and the gross proceeds from the sale of marketable securities were $857,000 and $1,612,000 in 2002 and 2001.

        During the year ended June 30, 2002, the Company reached an agreement with a note holder to decrease the face amount of a promissory note. The restructuring resulted in an extraordinary gain of $87,000, net of income tax benefit of $45,000.

       The Company has authorized 10,000,000 shares of preferred stock. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors.

        The Company's Board of Directors has authorized 2,000,000 shares of $2.00 stated value, Series A Preferred Stock. The preferred stock does not bear dividends and has a senior liquidation preference value of $2.00 per share.

        The Company's Board of Directors has authorized 400,000 shares of $10.00 stated value, Series B Convertible Preferred Stock. Each share of Series B preferred stock is convertible into one share of the Company's common stock or may be redeemed at an exercise price of $10.00 per share. In addition, the Series B shares have a junior liquidation preference of $10.00 per share. Holders of the Series B preferred stocks are entitled to receive an annual dividend payable at the rate of 8% per annum, which is cumulative, and unpaid dividends bear interest at an annual rate of 12%. 

        During the year ended June 30, 2001, the Company paid $150,000 in dividends to Series B shareholders. On June 30, 2001, all outstanding shares of Series B preferred stocks were converted into a promissory note payable with a principal balance of $2,385,000. The promissory note was transferred to OnSource Corporation effective July 1, 2001.

        In January 1999, the Board of Directors of the Company ratified the issuance of Series C preferred stock. The Company has authorized 600,000 Series C shares with a stated value of $1.20 per share. Series C shares are convertible into common stock at a rate of $1.20 per share. Holders of Series C preferred stock are entitled to vote and to receive dividends at the annual rate of 7% based on the stated value per share. In addition, the holders of Series C preferred stock are entitled to participate, pro rata, in dividends paid on outstanding shares of common stock. The dividends are cumulative and unpaid dividends bear interest at an annual rate of 10%.

        Effective October 1, 2001, holders of 448,070 outstanding shares of Series C preferred stock agreed to exchange their Series C shares and their cumulative unpaid dividends and interest for promissory notes with an aggregate principal balance of $641,000. They further agreed that the promissory notes would be transferred to OnSource as part of the spin-off. As of June 30, 2002, there were 39,101 Series C preferred shares outstanding. The aggregate value of cumulative preferred dividends in arrears was $8,000, or $0.21 per share.

        The Company has authorized 50,000,000 shares of $0.05 par value common stock.

        During the year ended June 30, 2002, two creditors agreed to convert the amounts owed to them into shares of common stock. The debt instruments were promissory notes, bearing interest at 9% to 12%, with an aggregate principal balance of $87,000, plus accrued and unpaid interest of $15,000. The Company did not have the ability to repay these promissory notes in accordance with the terms. In exchange for the debt, the Company issued 205,000 shares of its common stock.

        During the year ended June 30, 2002, the Company reached final resolution in its dispute regarding compensation owed to its former President. The Company had previously recorded a liability of $46,000 related to this dispute. As final settlement, the Company agreed to issue 80,000 shares of its common stock.

       During the year ended June 30, 2002, the Company transferred all of the assets and liabilities of Global Central Corporation to a shareholder in exchange for forgiveness of debt. The Company recorded a capital contribution of $134,000, which represents the excess of debt forgiven over net assets transferred to the shareholder.

        During the year ended June 30, 2001, two directors agreed to accept 600,000 shares of common stock in exchange for $90,000 in debts owed to them by the Company. The exchange rate of $0.15 per share was equal to the fair market value of the common stock on the day the agreement was reached.

        In October 1996, in connection with a private placement of convertible debt, the Company issued 126, 050 Class E Warrants, exercisable at $6.00 per share; 126,050 Class F Warrants, exercisable at $7.00 per share; and 126, 050 Class G Warrants, exercisable at $8.00 per share. The Class, E, F and G warrants expire 30, 60 and 90 days upon the effective registration of the underlying common shares with the SEC.

        The Company leases approximately 1,200 square feet of space used as its corporate offices. The lease requires monthly payments of approximately $1,200 and terminates in 2004.

        Future minimum lease payments for the years ending June 30, 2002 are as follows:

        Rent expense for each of the years ended June 30, 2002 and 2001, was approximately $14,000.

        In October 1995, Casinos USA, a wholly owned subsidiary of Global, filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. In January 1997, the Court approved the Company's Second Amended Plan of Reorganization (the "Plan"), and in February 1998 the bankruptcy was discharged upon being fully administered. In accordance with the provisions of the Plan, certain creditors received warrants that permit the holders to purchase from Casinos USA an amount of common stock at $0.01 per share so that, immediately after exercise, the warrant holders would own 80% of the common stock of Casinos USA. The warrants are exercisable at any time through the earlier of January 17, 2004, or when the indebtedness to the warrant holders has been paid, but only subsequent to a sale of substantially all of Casino USA's assets, or a merger, recapitalization, refinance, or other restructuring (a "capital event"). The warrant holders are entitled to call a vote as to whether any capital event should be made or effectuated. The warrant holders shall be entitled to vote their warrants as though each warrant was one share of common stock. No such vote occurred during 2002 or 2001.

        On September 24, 1998, the Company and a former director entered into a voluntary consent decree with the Securities and Exchange Commission, pursuant to which an administrative order was entered by the Commission directing the Company and the former director to cease and desist from anti-fraud violations of the federal securities laws in the future.

        On June 1, 1998, the Commission brought an administrative proceeding against a related party and certain of its directors, alleging certain violations of federal securities laws. Two of the individuals are also directors of the Company. While the matters at issue in the administrative proceeding do not involve the Company, inasmuch as the proceeding involves two of the Company's three directors, an adverse ruling could have a material adverse effect upon the Company.

        The Company entered into a lawsuit in 1999 with the mortgage holders of the land and building in Deadwood, South Dakota against a former director of the Company. The Company believed that it acquired the property in its acquisition of Woodbine Corporation from the former director and others in 1993, and consequently made payments in the total amount of $118,000 towards the assumed mortgage. The Company subsequently discovered that Woodbine Corporation had no direct or indirect ownership of the property, but rather the former director held the property under an installment land sale contract. The former director has been joined in the litigation as the result of his refusal to transfer his interest in the installment land sale contract to the Company. Amounts advanced under the agreement were expenses at the onset of the litigation. The Company entered into an agreement with the mortgage holders to receive $200,000 from the sale of the property subsequent to foreclosure. During the year ended June 30, 2002, the Company resolved all remaining disputes related to this property and received it's share of proceeds from the sale. The Company recognized a gain of $194,000 on the transaction.

        The Company and its subsidiaries are subject to income taxes on income arising in, or derived from the tax jurisdictions in which they are domiciled.

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are comprised mainly of net operating loss carry-forwards.

        The reconciliation between the statutory federal tax rate and the effective tax rate as a percentage is as follows:

        At June 30, 2002, the Company had net operating loss carry forwards of approximately $7,600,000 available to reduce future taxable income. The net operating loss carry forwards expire in the years ending June 30 as follows:

        When more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of net operating loss (NOL) carry forwards in the years following the change in ownership. Therefore, the Company's utilization of its NOL carry forwards may be partially reduced as a result of changes in stock ownership. No determination has been made as of June 30, 2002, as to what implications, if any, there will be in the net operating loss carry forwards of the Company. The deferred tax asset of approximately $2,600,000 related to the operating loss carryforward has been fully reserved at June 30, 2002.

        The Company has a Stock Incentive Plan (the "Incentive Plan"), that allows the Company to grant incentive stock options and/or purchase rights (collectively "Rights") to officers, employees, former employees and consultants of the Company and its subsidiaries. The Company has reserved 150,000 shares of common stock for issuance under these Plans. The options expire five years from the date of grant or upon termination of employment.

       SFAS 123 requires the Company to provide pro forma information regarding net income and earnings per share as if compensation cost for the Company's stock option plans had been determined in accordance with the fair value based method prescribed in SFAS 123. The fair value of the option grants is estimated on the date of grant utilizing the Black-Scholes option pricing model with the following weighted average assumptions for grants during the years ended June 30, 2002 and 2001: expected life of options of 4 years, expected volatility of 168% and 162%, risk-free interest rate of 2% and 4%, and no dividend yield. The weighted average fair value at the date of grant for options granted during the years ended June 30, 2002 and 2001 approximated $0.11 and $0.09 per option. These results may not be representative of those to be expected in future years.

        The following pro forma net loss and earnings per share for 2002 and 2001 would result had the Company's compensation cost been determined using the fair value based accounting provisions of SFAS No. 123:

        On July 1, 1997, the Company started a Retirement Savings and Investment Plan (the "401(k) Plan") for its employees that is intended to qualify under Section 401(k) of the Internal Revenue Code. Qualified employees may participate in the Company's 401(k) Plan by contributing up to 10% of their gross earnings to the plan, subject to certain Internal Revenue Code restrictions. The Company matches an amount equal to 100% of each participant's contribution up to a maximum of 5% of their earnings. Company contributions for the years ended June 30, 2002 and 2001 were $17,000 and $27,000, respectively.

        The Company's directors provide legal and accounting services, for which they bill the Company at their standard hourly rates. Total fees recorded for the years ended June 30, 2002 and 2001 were $106,000 and $79,000, respectively.

        A business controlled by a director provides clerical and administrative support and bills the Company a flat fee monthly. Total fees recorded for the years ended June 30, 2002 and 2001 were $4,000 and $-, respectively.

       During the year ended June 30, 2002, a shareholder provided consulting services to the Company for $16,000.

       The name, position with the Company, age of each Director and executive officer of the Company is as follows:

       Frank L. Jennings has served as Executive and Chief Financial Officer since 2001. He has also served as Vice President and Chief Financial Officer for American Educational Products from 1994 to 2001. Mr. Jennings has served as President and a director of The Family Extension, Inc., and a Colorado non-profit corporation. He received his BA degree in Economics from Austin College and his MBA in Finance from Indiana University.

       Clifford L. Neuman has served as a Director of the Company since 1997 and has been reelected annually. Mr. Neuman is a licensed, practicing attorney and a partner in the law firm of Neuman & Drennen, LLC, with offices located in Boulder and Denver, Colorado. Mr. Neuman received his Bachelor of Arts degree from Trinity College in 1970 and his Jurist Doctorate degree from the University of Pennsylvania School of Law in 1973.

        All directors serve for terms of one (1) year each, and are subject to reelection at the Company's regular Annual Meeting of Shareholders, unless they earlier resign.

        During the fiscal year ended June 30, 2002, meetings of the Board of Directors were held both in person and telephonically. All Board members attended 100% of the Board meetings. Directors are entitled to reimbursement of their expenses associated with attendance at such meeting or otherwise incurred in connection with the discharge of their duties as a Director. The Board of Directors has adopted a compensation plan for outside directors beginning fiscal year 2000 pursuant to which such persons are entitled to a fee of $1,000 per meeting attended and to receive, for each year of service, non-qualified stock options exercisable to purchase 10,000 shares of the Company's Common Stock. The exercise price of the options is the closing bid price of the Company's Common Stock on the date of grant, and the options are exercisable for a period of five (5) years. No compensation was paid or granted during fiscal 2001 or 2002. Directors who are also executive officers of the Company receive no additional compensation for their services as directors.

        During fiscal 2002, the entire Board of Directors assumed all responsibilities of the Audit and Compensation Committees. No member of the Audit Committee receives any additional compensation for his service as a member of that Committee. The Audit Committee is responsible for providing assurance that financial disclosures made by Management reasonably portray the Company's financial condition, results of operations, plan and long-term commitments. To accomplish this, the Audit Committee oversees the external audit coverage, including the annual nomination of the independent public accountants, reviews accounting policies and policy decisions, reviews the financial statements, including interim financial statements and annual financial statements, together with auditor's opinions, inquires about the existence and substance of any significant accounting accruals, reserves or estimates made by Management, reviews with Management the Management's Discussion and Analysis section of the Annual Report, reviews the letter of Management Representations given to the independent public accountants, meets privately with the independent public accountants to discuss all pertinent matters.

        No member of the Compensation Committee receives any additional compensation for his service as a member of that Committee. The Compensation Committee is responsible for reviewing pertinent data and making recommendations with respect to compensation standards for the executive officers, including the President and Chief Executive Officer, establishing guidelines and making recommendations for the implementation of Management incentive compensation plans, reviewing the performance of the President and CEO, establishing guidelines and standards for the grant of incentive stock options to key employees under the Company's Incentive Stock Option Plan.

        No family relationship exists between any director and executive officer.

        In 1998, the Securities and Exchange Commission (the "Commission") commenced an administrative proceeding against The Rockies Fund, Inc. and its directors, Stephen G. Calandrella, Clifford C. Thygesen and Charles Powell. Until 2001, Messrs. Calandrella and Thygesen were also directors of the Company. In the administrative action, the Commission has alleged certain violations of federal securities laws and regulations by The Rockies Fund, Inc. and its directors. The allegations involve certain violations of the Investment Company Act of 1940, as amended, under which The Rockies Fund, Inc. is a regulated business development company, as well as violations of the Securities Exchange Act of 1934, as amended, and regulations thereunder arising from certain transactions in the securities of another company unrelated to the Company. The Rockies Fund, Inc. and its directors have adamantly denied any violations of federal securities laws and have informed the Company that they intend to vigorously defend the matter. In November 1998, the matter went to hearing before an administrative law judge and a preliminary finding was issued in March 2001. In its Initial Decision, the Administrative Law Judge found that the Rockies Fund and its directors, including Messrs. Calandrella and Thygesen, had violated federal securities laws. The matter is presently on appeal. While there can be no assurance of the ultimate outcome of this matter or its potential effect upon the Company, Management does not believe that it will have an adverse material impact.

       In response to this administrative proceeding and the initial decision of the Administrative Law Judge, at the request of the Division of Gaming, Messrs. Calandrella and Thygesen resigned as officers and directors of the Company. In addition, the restructuring of our gaming operations, the transfer of our gaming license from Global Casinos to Casinos, U.S.A. and other matters addressed in the Astraea Term Sheet were undertaken, in part, at the request of the Division of Gaming in response to the results of this administrative proceeding. Furthermore, the Division of Gaming requested that Messrs. Jennings and Neuman, while not involved in the administrative proceeding, resign as officers and directors of Casinos, U.S.A. due to their prior affiliations with Messrs. Calandrella and Thygesen. Effective November 1, 2002, concurrently with the transfer of the gaming license to Casinos, U.S.A., Messrs. Jennings and Neuman resigned as officers and directors of Casinos, U.S.A. and were replaced by Barbara Fahey and Pete Bloomquist, persons unaffiliated with prior management of the Company.

        Other than the foregoing, there are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent (5%) of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

        Except as noted herein or below, during the last five- (5) years no director or officer of the Company has:

        (1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

        (2) been convicted in a criminal proceeding or subject to a pending criminal proceeding;

        (3) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

        (4) been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

        Any transactions between the Company and its officers, directors, principal shareholders, or other affiliates have been and will be on terms no less favorable to the Company than could be obtained from unaffiliated third parties on an arms-length basis and will be approved by a majority of the Company's independent, outside disinterested directors.

        The Company's Articles of Incorporation provide that the Company shall indemnify, to the fullest extent permitted by Utah law, any director, officer, employee or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent of the Company where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

        The Company's Articles of Incorporation limit the liability of its directors to the fullest extent permitted by the Utah Business Corporation Act. Specifically, directors of the Company will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for (i) any breach of the duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law, (iii) dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions, (iv) violations of certain laws, or (v) any transaction from which the director derives an improper personal benefit. Liability under federal securities law is not limited by the Articles. The officers of the Company will dedicate sufficient time to fulfill their fiduciary obligations to the Company's affairs. The Company has no retirement, pension or profit sharing plans for its officers and Directors.

        Under the Securities Laws of the United States, the Company's Directors, its Executive (and certain other) Officers, and any persons holding more than ten percent (10%) of the Company's common stock are required to report their ownership of the Company's common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and the Company is required to report in this report any failure to file by these dates. All of these filing requirements were satisfied by its Officers, Directors, and ten- percent holders. In making these statements, the Company has relied on the written representation of its Directors and Officers or copies of the reports that they have filed with the Commission.

ITEM 10.         EXECUTIVE COMPENSATION

        The following tables and discussion set forth information with respect to all plan and non-plan compensation awarded to, earned by or paid to the Chief Executive Officer ("CEO"), and the Company's four (4) most highly compensated executive officers other than the CEO, for all services rendered in all capacities to the Company and its subsidiaries for each of the Company's last three (3) completed fiscal years; provided, however, that no disclosure has been made for any executive officer, other than the CEO, whose total annual salary and bonus does not exceed $100,000.

       In 1993, the Board of Directors and the Shareholders of the Company adopted the Global Casinos, Inc., Stock Incentive Plan (the "Incentive Plan"). The Incentive Plan allows the Company to grant incentive stock options non-qualified stock options and/or stock purchase rights (collectively "Rights") to officers, employees, former employees and consultants of the Company and its subsidiaries. Options granted to eligible participants may take the form of Incentive Stock Options ("ISO's") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or options which do not qualify as ISO's ("Non-Qualified Stock Options" or "NQSO's"). As required by Section 422 of the Code, the aggregate fair market value (as defined by the Incentive Plan) of the Company's Common Stock (determined as of the date of grant of ISO) with respect to which ISO's granted to an employee are exercisable for the first time in any calendar year may not exceed $100,000. The foregoing limitation does not apply to NQSO's. Rights to purchase shares of the Company's Common Stock may also be offered under the Incentive Plan at a purchase price under terms determined by the Incentive Plan Administrator.

       Either the Board of Directors (provided that a majority of Directors are "disinterested" can administer the Incentive Plan, or the Board of Directors may designate a committee comprised of Directors meeting certain requirements to administer the Incentive Plan. The Administrator will decide when and to whom to make grants, the number of shares to be covered by the grants, the vesting schedule, the type of awards and the terms and provisions relating to the exercise of the awards.

       An aggregate of 150,000 shares of the Company's Common Stock is reserved for issuance under the Incentive Plan. As of June 30, 2002, options to purchase 98,500 shares of Common Stock were issued and outstanding with a weighted average exercise price of $0.93 per share. An additional 51,500 shares were available for future option grants.

       The following table sets forth certain information concerning the granting of incentive stock options during the last completed fiscal year to each of the named executive officers and the terms of such options:

       The following table sets forth, as of October 1, 2002 and as adjusted for the sale of option and warrant stock, the stock ownership of (i) each person known by the Company to be the beneficial owner of five (5%) percent or more of the Company's Common Stock, (ii) all Directors individually, (iii) all Officers individually, and (iv) all Directors and Officers as a group. Each person has sole voting and investment power with respect to the shares shown, except as noted.

        Throughout its history, the Company has experienced shortages in working capital and has relied, from time to time, upon loans from affiliates to meet immediate cash demands. There can be no assurance that these affiliates or other related parties will continue to provide funds to the Company in the future, as there is no legal obligation to provide such loans.

        In fiscal 1998, a family partnership controlled by Peter Bloomquist, a former director and Chief Financial Officer of the Company, and as of November 1, 2002, an officer and director of Casinos, U.S.A., loaned to the Company the sum of $85,000 bearing interest at the rate of 12% per annum. The loan is a demand obligation and has an outstanding unpaid principal balance of $47,000.

        The Rockies Fund, Inc. is a business development company that was a principal shareholder of Global Casinos. From time to time, the Rockies Fund advanced funds to the Company and has engaged in certain transactions with the Company.

        Effective December 31, 1998, creditors holding matured debt totaling $584,605, principal and interest, converted that amount into an aggregate of 487,172 shares of Series C Convertible Preferred Stock, having a stated value of $1.20 per share which was higher than both the market price and net tangible book value per share of the Company's common stock on the date of conversion. In this transaction, The Rockies Fund, Inc. participated to the extent of converting $287,219.89 in principal and $62,780.11 in interest into an aggregate of 291,667 shares of Series C Preferred Stock.

        During fiscal 1999, The Rockies Fund, Inc. hypothecated a parcel of undeveloped commercial real property located in Colorado Springs, Colorado in order to secure the repayment of a loan obtained by the Company from Peak National Bank, the proceeds of which were used to complete the Bull Durham expansion. In August 2001, the parcel of undeveloped commercial real property was sold to an unaffiliated third party, subject to the lien of Peak National Bank. In July 2002, the unaffiliated third party sold the real estate and in the transaction received an assignment of the Peak National Bank note. At June 30, 2002, a balance of $152,000 remained outstanding and unpaid under the loan from Peak National Bank, which is now held by an unaffiliated third party.

        During fiscal 2001, The Rockies Fund, Inc. made additional advances to the Company, some of which were repaid during the course of the year. At June 30, 2001 the Company owed The Rockies Fund, Inc. various amounts aggregating $360,000.

        The holders of all but 39,101 shares of Series C Preferred Stock exchanged their shares of preferred stock for promissory notes and then consented to an assignment and assumption of those promissory notes from Global Casinos to OnSource as part of the spin-off. Rockies Fund participated in those exchanges and assignments. In addition, the Company transferred a portfolio of marketable trading securities together with a promissory note receivable and its unexpired barter credits to the Rockies Fund in full satisfaction of all outstanding obligations of the Company or its subsidiaries to the Rockies Fund, Inc. As of the date of this Report, the Company has no further liability to the Rockies Fund or its affiliates.

        During fiscal 2001, Clifford Neuman, a director of the Company who also serves as legal counsel, agreed to convert a total of $45,000 in outstanding and unpaid fees for services into 300,000 shares of Common Stock, at a conversion value of $0.15 per share. At June 30, 2002, the Company owed Mr. Neuman's firm a total of $5,000 in accrued and unpaid legal fees.

        During fiscal 1998, Mr. Neuman, agreed to convert a total of $80,000 in outstanding and unpaid fees for services into 20,000 shares of common stock, at a conversion value of $4.00 per share and 20,000 warrants exercisable at $5.00 per share. Mr. Neuman has voluntarily surrendered the warrants to the Company for cancellation due to their lack of value.