UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 FORM 10-QSB

  [X}   QUARTERLY report under section 13 or 15(d) of the Securities
   Exchange Act of 1934 for the PERIOD ended AUGUST 31, 1999.

  [ ]   Transition report under section 13 or 15(d) of the Securities
   Exchange Act of 1934.


COMMISSION FILE NUMBER: 33-55254-43

                       Virtual Gaming Enterprises, Inc.
            (Exact name of registrant as specified in its charter)

         Nevada                                       87-0485308
 (State of Organization)                        (I.R.S. Employer
                                                     Identification No.)

                   2580 SEASCAPE GLEN, ESCONDIDO, CA 92026
                   (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code:  (760) 510-0188

Check whether the issuer: (1) has 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  [ ]

    Transitional Small Business Disclosure Format: Yes [ ] No [X]

      2,576,322 Common Shares, $0.001 Par Value, Issued and Outstanding

     1

<PAGE>

                                    PART I
                            FINANCIAL INFORMATION

                        INDEPENDENT ACCOUNTANTS REPORT

Board of Directors
Virtual Gaming Enterprises, Inc.
Escondido, CA

I have reviewed the Books and Records of Virtual Gaming Enterprises, Inc.
for the Quarter Ended August 31, 1999, and in particular, the Balance Sheet
at August 31, 1999 and the Statement of Income and Expense for the three
months ended August 31, 1999.

During the process of my review, various tests were conducted to ascertain
the completeness of the books and records and to assure the accuracy of the
data contained within.

Although the scope of the review does not constitute an audit, the review
and examination was conducted in such a manner so as to comply with
generally accepted accounting standards.

It is my opinion that the books and records comply with those standards in
all manners and aspects and that they accurately represent the present
condition of the company.

Attached hereto, please find a summary of the financial status of the company.

/S/Harry M Samuels
Accountant and Financial Advisor
Hollywood, FL

     2

<PAGE>

                       Virtual Gaming Enterprises, Inc.
                                 10-Q Summary


Period Type                                              Fiscal
Fiscal Year End                                          05/31
Period Start                                             06/01/99
Period End                                               08/31/99

Cash                                                       141,435
Current Assets                                              79,775
Fixed Assets                                                 5,000
Accumulated Depreciation                                    <1,250>
Intangible Assets                                          752,829
Total Assets                                               977,789
Current Liabilities                                            -0-
Long Term Liabilities                                      390,000
Common Stock                                                 2,183
Stockholders Equity                                        585,606
Total Liabilities & Equity                                 977,789
Revenues                                                       -0-
Total Revenues                                                 -0-
Operating Expenses                                        <556,569>
Net Loss                                                  <556,569>
Loss Per Share                                                <.02>

     3

<PAGE>

                                   Part II
                              OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

   The company is not currently involved in any litigation. The Company was
   the subject of an Administrative Proceeding filed by the securities and
   Exchange Commission, file number 33-55254-43 regarding a cease-and-desist
   proceeding and stop order proceeding instituted pursuant to Section 8(d)
   of the Securities Act of 1933 and Section 21C of the Securities Exchange
   Act of 1934. Without admitting or denying the findings of these
   proceedings the Company agreed to cease-and-desist from committing or
   causing any violation, and any future violation, of Section 13(a) of the
   Exchange Act and Rules 13a-1 and 13a-13 there under and agreed to the
   suspension of the Company's Form S-8.

ITEM 2.   CHANGES IN SECURITIES
   Inapplicable/None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
   Inapplicable/None.

ITEM 4.   SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
   Inapplicable/None.

ITEM 5.   OTHER INFORMATION
   Inapplicable/None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

           A.  EXHIBITS

     Exhibit Number        Status          Title
         2                  (*)         Plan of acquisition, reorganization,
                                         arrangement, liquidation, or succession
         3(I)               (*)         Articles of Incorporation
         3(II)              (*)         By-laws
         4                  (*)         Instruments defining the rights of
                                         security holders including indentures
                                         (N/A)
         10                 (*)         Material Contracts

         11                 (*)         Statements re: computation of per share
                                         earnings
         15                 (**)        Letter on unaudited interim financial
                                         information
         18                 (*)         Letter on change in Accounting
                                         Principals (N/A)
         19                 (*)         Reports furnished to security holder
                                         (None)
         22                 (*)         Published report regarding matters
                                         submitted to vote (N/A)
         23                 (*)         Consents of Experts and Counsel
         24                 (**)        Power of Attorney
         27                 (**)        Financial Data Schedule
         99                 (*)         Additional Exhibits (N/A)

      ---------------------------------------
        (*)  Incorporated by reference on Form 10-KSB filed on May 1, 2000.

        (**) Provided herewith.


      B.  REPORTS ON FORM 8-K

          None

     4
<PAGE>

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


VIRTUAL GAMING ENTERPRISES, INC.


                                                 By: /s/ Virgil G. Williams
                                                     ----------------------
                                                     President & CEO
                                                     Date:  May 1, 2000


                                                 By: /s/ Brenda J. Williams
                                                     ----------------------
                                                     Secretary & treasurer
                                                     Date:  May 1, 2000


     5

<PAGE>