<PAGE>   1

================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------


                                 FORM 10-KSB/A
                                AMENDMENT NO. 1


(MARK ONE)

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

                    FOR THE FISCAL YEAR ENDED: JUNE 30, 1999

     [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .

                         COMMISSION FILE NUMBER: 0-11532

                        INLAND ENTERTAINMENT CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

               UTAH                                          33-0618806
   (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

        16868 VIA DEL CAMPO COURT, SUITE 200, SAN DIEGO, CALIFORNIA 92127
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                    ISSUER'S TELEPHONE NUMBER: (858) 716-2100

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                     COMMON STOCK, $.001 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 there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of 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. [X]

        State issuer's revenues for its most recent fiscal year: $15,200,635

        As of September 17, 1999, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on the closing sale price of
such stock on such date) was approximately $6,238,433.

        State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date: At September 17, 1999, there
were 4,753,786 shares outstanding of the issuer's common stock, $.001 par value
per share (the only class of common equity).

                       DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Proxy Statement prepared in connection with the Annual
Meeting of Shareholders to be held in 1999 -- Part III.

        Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

================================================================================


<PAGE>   2

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits. The Exhibits listed below are filed with the Commission as
part of this annual report on Form 10-KSB.


<TABLE>
<CAPTION>
EXHIBIT NO.                                     DESCRIPTION
-----------                                     -----------
 <S>         <C>
 2.1        Agreement and Plan of Reorganization by and among the Company,
            Cyberworks, Inc., Inland Acquisition Corporation and Richard T.
            Harrison dated August 25, 1998, previously filed as Exhibit 2.01 to
            the Company's Current Report on Form 8-K dated September 10, 1998,
            filed with the Commission on September 11, 1998 (File No. 0-11532)
            (the "September 11, 1998 Current Report"), is hereby incorporated
            herein by reference.

 2.2        Agreement of Merger by and between Cyberworks, Inc. and Inland
            Acquisition Corporation dated August 27, 1998, previously filed as
            Exhibit 2.02 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

 2.3        Articles of Merger by and between Cyberworks, Inc. and Inland
            Acquisition Corporation dated August 27, 1998, previously filed as
            Exhibit 2.03 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

 2.4        Asset Purchase Agreement dated as of July 16, 1999 by and among the
            Company, Typhoon Capital Consultants, LLC, Sanjay Sabnani and
            Manisha Sabnani.

 3.1        Amended and Restated Articles of Incorporation of the Company
            (formerly known as Twin Creek Exploration Co., Inc.), previously
            filed as Exhibit 3.1 to the Company's Annual Report on Form 10-KSB
            for the Fiscal Year Ended June 30, 1995, filed with the Commission
            on October 12, 1995 (File No. 0-11532) (the "Fiscal 1995 Annual
            Report"), is hereby incorporated herein by reference.

 3.2        Articles of Amendment of the Company, previously filed as Exhibit 3
            to the Company's Quarterly Report on Form 10-QSB for the Quarterly
            Period Ended December 31, 1997, filed with the Commission on
            February 13, 1998 (File No. O-1152), is hereby incorporated herein
            by reference.

 3.3        Amended and Restated By-laws of the Company, previously filed as
            Exhibit 3.1 to the Company's Quarterly Report on Form 10-QSB for the
            Quarterly Period Ended March 31, 1996, filed with the Commission on
            May 17, 1996 (File No. 0-11532) (the "March 1996 Quarterly Report"),
            is hereby incorporated herein by reference.
</TABLE>


                                       68
<PAGE>   3


<TABLE>
<CAPTION>
EXHIBIT
NO.                                     DESCRIPTION
-------                                 -----------
<S>         <C>
        MATERIAL CONTRACTS RELATING TO MANAGEMENT COMPENSATION PLANS OR
ARRANGEMENTS

10.1        1994 Stock Option Plan of Inland Casino Corporation, a Delaware
            corporation, previously filed as Exhibit 10.2 to the Fiscal 1995
            Annual Report, is hereby incorporated herein by reference.

10.2        The Company's 1995 Stock Option Plan, as amended, previously filed
            as Appendix A to the Company's Proxy Statement dated October 27,
            1998 filed with the Commission on October 28, 1997 (File No.
            0-11532), is hereby incorporated herein by reference.

10.3        The Company's 1996 Non-employee Directors Stock Option Plan,
            previously filed as Exhibit 10.3 to the Company's Annual Report on
            Form 10-KSB for the Fiscal Year Ended June 30, 1998, filed with the
            Commission on September 28, 1998 (File No. 0-11532) (the "Fiscal
            1998 Annual Report"), is hereby incorporated by reference.

10.4        Settlement and Release Agreement dated as of February 10, 1998, by
            and between the Company and Duane Eberlein, previously filed as
            Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB for
            the Quarterly Period Ended March 31, 1998, filed with the Commission
            on May 15, 1998 (File No. 0-11532) (the "March 1998 Quarterly
            Report"), is hereby incorporated herein by reference.

10.5        Settlement and Release Agreement dated as of March 6, 1998, by and
            between the Company and Arthur Pfizenmayer, previously filed as
            Exhibit 10.2 to the March 1998 Quarterly Report, is hereby
            incorporated herein by reference.

10.6        Employment Agreement by and among the Company, Cyberworks, Inc. and
            Richard T. Harrison dated August 27, 1998, previously filed as
            Exhibit 99.01 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

10.7        Noncompetition Agreement by and among the Company, Cyberworks, Inc.
            and Richard T. Harrison dated August 27, 1998, previously filed as
            Exhibit 99.02 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

10.8        Employment Agreement by and between the Company and Sanjay Sabnani,
            dated July 16, 1999.

OTHER MATERIAL CONTRACTS

10.9        Amended and Restated Consulting Agreement by and between the Company
            and the Barona Group of Capitan Grande Band of Mission Indians (the
            "Barona Tribe"), dated as of April 29, 1996,
</TABLE>


                                       69
<PAGE>   4

<TABLE>
<CAPTION>
EXHIBIT
NO.                                     DESCRIPTION
-------                                 -----------
<S>         <C>
            previously filed as Exhibit 10.7 to the Company's Annual Report on
            form 10-KSB for the Fiscal Year Ended June 30, 1996, filed with the
            Commission on October 5, 1996 (File No. 0-11532) (the "Fiscal 1996
            Annual Report"), is hereby incorporated herein by reference.

10.10       Modification No. 1 to Amended and Restated Consulting Agreement
            dated as of February 17, 1998, by and between the Company and the
            Barona Group of Capitan Grande Band of Mission Indians, previously
            filed as Exhibit 10.4 to the March 1998 Quarterly Report, is hereby
            incorporated herein by reference.

10.11       Amended and Restated Gaming Machine Location Agreement by and
            between SSK Game Enterprises and the Company, dated December 1,
            1995, previously filed as Exhibit 10.16 to the Fiscal 1996 Annual
            Report, is hereby incorporated herein by reference.

10.12       Amended and Restated Gaming Machine Location Agreement between Zino,
            Inc. and the Company, dated December 1, 1995, previously filed as
            Exhibit 10.17 to the Fiscal 1996 Annual Report, is hereby
            incorporated herein by reference.

10.13       Amended and Restated Gaming Machine Location Agreement between
            American Heritage Amusement Corporation and the Company, dated
            December 1, 1995, previously filed as Exhibit 10.18 to the Fiscal
            1996 Annual Report, is hereby incorporated herein by reference.

10.14       Stock Purchase and Settlement and Release Agreement by and among the
            Company, Jonathan Ungar and Alan Henry Woods, dated September 27,
            1996, previously filed as Exhibit 2.1 to the Company's Current
            Report on Form 8-K dated October 1, 1996, filed with the Commission
            on October 1, 1996 (File No. 0-11532) (the "October 1, 1996 Current
            Report"), is hereby incorporated herein by reference.

10.15       Promissory Note dated September 30, 1996 in favor of Jonathan Ungar
            in the principal amount of $1,768,550, previously filed as Exhibit
            2.2 to the October 1, 1996 Current Report, is hereby incorporated
            herein by reference.

10.16       Promissory Note dated September 30, 1996 in favor of Alan Henry
            Woods in the principal amount of $1,731,450, previously filed as
            Exhibit 2.3 to the October 1, 1996 Current Report, is hereby
            incorporated herein by reference.

10.17       Promissory Note dated September 15, 1997 in favor of Jonathan Ungar
            in the principal amount of $1,000,000, previously filed as Exhibit
            10.19 to the Fiscal 1998 Annual Report, is hereby incorporated by
            reference.

10.18       Promissory Note dated September 15, 1997 in favor of Alan Henry
</TABLE>


                                       70
<PAGE>   5


<TABLE>
<CAPTION>
EXHIBIT
NO.                                     DESCRIPTION
-------                                 -----------
<S>         <C>

            Woods in the principal amount of $1,000,000, previously filed as
            Exhibit 10.20 to the Fiscal 1998 Annual Report, is hereby
            incorporated by reference.

10.19       Promissory Note dated September 15, 1998 in favor of Jonathan Ungar
            in the principal amount of $1,000,000, previously filed as Exhibit
            10.21 to the Fiscal 1998 Annual Report, is hereby incorporated by
            reference.

10.20       Promissory Note dated September 15, 1998 in favor of Alan Henry
            Woods in the principal amount of $1,000,000, previously filed as
            Exhibit 10.22 to the Fiscal 1998 Annual Report, is hereby
            incorporated by reference.

10.21       Promissory Note dated September 15, 1999 in favor of Jonathan Ungar
            in the principal amount of $1,000,000.

10.22       Promissory Note dated September 15, 1999 in favor of Alan Henry
            Woods in the principal amount of $1,000,000.

10.23       Settlement Agreement dated January 3, 1997 by and between the
            Company and the National Indian Gaming Commission, previously filed
            as Exhibit 99 to the Company's Current Report on Form 8-K dated
            January 7, 1997, filed with the Commission on January 7, 1997 (File
            No. 0.11532), is hereby incorporated herein by reference.

10.24       Lease Agreement dated September 27, 1997, by and between the Company
            and Rancho Bernardo Associates, previously filed as Exhibit 10.1 to
            the Company's Quarterly Report on Form 10-QSB for the Quarterly
            Period Ended September 30, 1997, filed with the Commission on
            November 13, 1997 (File No. O-11532), is hereby incorporated herein
            by reference.

10.25       Software Support and Supply Agreement dated as of March 13, 1998, by
            and between Worldwide Media Holdings N.V. and Intertainet Overseas
            Licensing Limited, previously filed as Exhibit 10.5 to the March
            1998 Quarterly Report, is hereby incorporated herein by reference.

10.26       Appointment of Marketing Representative dated as of March 13, 1998,
            by and between Worldwide Media Holdings N.V., Intertainet Overseas
            Licensing Limited, Cyberluck Curacao N.V. and Berdenac Holdings
            N.V., previously filed as Exhibit 10.6 to the March 1998 Quarterly
            Report, is hereby incorporated herein by reference.

10.27       Consulting and Marketing Agreement dated as of March 12, 1998 by and
            between the Company and Worldwide Media Holdings, N.V.

10.28       Loan and Security Agreement by and among the Company, L. Donald
            Speer II and Kelly Jacobs Speer, dated April 22, 1999.

10.29       Letter Agreement amending the Loan and Security Agreement dated
            April 30, 1999, by and among the Company, L. Donald Speer II and
            Kelly Jacobs Speer.

10.30       Consulting Agreement dated February 13, 1998, by and between the
            Company and Torrey Pines Consultants, Inc.

10.31       Inland Entertainment Corporation Confidentiality and Non-Disclosure
            Agreement dated February 13, 1998, by and between the Company and
            Arthur R. Pfizenmayer.

10.32       First Amendment to Consulting Agreement dated May 30, 1998, by and
            between the Company and Torrey Pines Consultants, Inc.

10.33       Addendum to Consulting Agreement dated February 24, 1999, by and
            between the Company and Torrey Pines Consultants, Inc.

10.34       Loan and Security Agreement dated December 19, 1997, by and between
            the Company and Christopher Wm. Voisin.

10.35       Promissory Note dated December 19, 1997, in favor of the Company in
            the principal amount of $49,462.

10.36       Amendment "A" to Loan and Security Agreement dated May 1, 1999, by
            and between the Company and Christopher Wm. Voisin.

10.37       Negotiable Secured Promissory Note dated August 5, 1999, in favor of
            the Company in the principal amount of $49,462.

21          Subsidiaries of Registrant.

23          Consent of Grant Thornton LLP.

27          Financial Data Schedule.
</TABLE>


                                       71
<PAGE>   6

        (b) REPORTS ON FORM 8-K

        No reports on Form 8-K were filed with the Commission during the fourth
quarter of the fiscal year covered by this Form 10-KSB.



                                       72
<PAGE>   7

                                   SIGNATURES


        In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amendment to its report on Form 10-KSB to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                  INLAND ENTERTAINMENT CORPORATION,
                                  a Utah corporation



Dated: October 27, 1999           By: /s/ ANDREW B. LAUB
                                      ------------------------------------------
                                          Andrew B. Laub
                                          Executive Vice President and Chief
                                          Financial Officer



                                 73
<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO.                                     DESCRIPTION
-------                                 -----------
<S>         <C>

 2.1        Agreement and Plan of Reorganization by and among the Company,
            Cyberworks, Inc., Inland Acquisition Corporation and Richard T.
            Harrison dated August 25, 1998, previously filed as Exhibit 2.01 to
            the Company's Current Report on Form 8-K dated September 10, 1998,
            filed with the Commission on September 11, 1998 (File No. 0-11532)
            (the "September 11, 1998 Current Report"), is hereby incorporated
            herein by reference.

 2.2        Agreement of Merger by and between Cyberworks, Inc. and Inland
            Acquisition Corporation dated August 27, 1998, previously filed as
            Exhibit 2.02 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

 2.3        Articles of Merger by and between Cyberworks, Inc. and Inland
            Acquisition Corporation dated August 27, 1998, previously filed as
            Exhibit 2.03 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

 2.4        Asset Purchase Agreement dated as of July 16, 1999 by and among the
            Company, Typhoon Capital Consultants, LLC, Sanjay Sabnani and
            Manisha Sabnani.

 3.1        Amended and Restated Articles of Incorporation of the Company,
            previously filed as Exhibit 3.1 to the Company's Annual Report on
            Form 10-KSB for the Fiscal Year Ended June 30, 1995, filed with the
            Commission on October 12, 1995 (File No. 0-11532) (the "Fiscal 1995
            Annual Report"), is hereby incorporated herein by reference.

 3.2        Articles of Amendment of the Company, previously filed as Exhibit 3
            to the Company's Quarterly Report on Form 10-QSB for the Quarterly
            Period Ended December 31, 1997, filed with the Commission on
            February 13, 1998 (File No. O-1152), is hereby incorporated herein
            by reference.

 3.3        Amended and Restated By-laws of the Company (formerly known as Twin
            Creek Exploration Co., Inc.), previously filed as Exhibit 3.1 to the
            Company's Quarterly Report on Form 10-QSB for the Quarterly Period
            Ended March 31, 1996, filed with the Commission on May 17, 1996
            (File No. 0-11532) (the "March 1996 Quarterly Report"), is hereby
            incorporated herein by reference.
</TABLE>


                                       75
<PAGE>   9


<TABLE>
<CAPTION>
EXHIBIT
NO.                                     DESCRIPTION
-------                                 -----------
<S>         <C>
        MATERIAL CONTRACTS RELATING TO MANAGEMENT COMPENSATION PLANS OR
ARRANGEMENTS

10.1        1994 Stock Option Plan of Inland Casino Corporation, a Delaware
            corporation, previously filed as Exhibit 10.2 to the Fiscal 1995
            Annual Report, is hereby incorporated herein by reference.

10.2        The Company's 1995 Stock Option Plan, as amended, previously filed
            as Appendix A to the Company's Proxy Statement dated October 27,
            1998 filed with the Commission on October 28, 1997 (File No.
            0-11532), is hereby incorporated herein by reference.

10.3        The Company's 1996 Non-employee Directors Stock Option Plan,
            previously filed as Exhibit 10.3 to the Company's Annual Report on
            Form 10-KSB for the Fiscal Year Ended June 30, 1998, filed with the
            Commission on September 28, 1998 (File No. 0-11532) (the "Fiscal
            1998 Annual Report"), is hereby incorporated by reference.

10.4        Settlement and Release Agreement dated as of February 10, 1998, by
            and between the Company and Duane Eberlein, previously filed as
            Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB for
            the Quarterly Period Ended March 31, 1998, filed with the Commission
            on May 15, 1998 (File No. 0-11532) (the "March 1998 Quarterly
            Report"), is hereby incorporated herein by reference.

10.5        Settlement and Release Agreement dated as of March 6, 1998, by and
            between the Company and Arthur Pfizenmayer, previously filed as
            Exhibit 10.2 to the March 1998 Quarterly Report, is hereby
            incorporated herein by reference.

10.6        Employment Agreement by and among the Company, Cyberworks, Inc. and
            Richard T. Harrison dated August 27, 1998, previously filed as
            Exhibit 99.01 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

10.7        Noncompetition Agreement by and among the Company, Cyberworks, Inc.
            and Richard T. Harrison dated August 27, 1998, previously filed as
            Exhibit 99.02 to the September 11, 1998 Current Report, is hereby
            incorporated herein by reference.

10.8        Employment Agreement by and between the Company and Sanjay Sabnani,
            dated July 16, 1999.

        OTHER MATERIAL CONTRACTS

10.9        Amended and Restated Consulting Agreement by and between the Company
            and the Barona Group of Capitan Grande Band of Mission Indians (the
            "Barona Tribe"), dated as of April 29, 1996, previously filed as
            Exhibit 10.7 to the Company's Annual Report
</TABLE>


                                       76
<PAGE>   10

            on form 10-KSB for the Fiscal Year Ended June 30, 1996, filed with
            the Commission on October 5, 1996 (File No. 0-11532) (the "Fiscal
            1996 Annual Report"), is hereby incorporated herein by reference.

10.10       Modification No. 1 to Amended and Restated Consulting Agreement
            dated as of February 17, 1998, by and between the Company and the
            Barona Group of Capitan Grande Band of Mission Indians, previously
            filed as Exhibit 10.4 to the March 1998 Quarterly Report, is hereby
            incorporated herein by reference.

10.11       Amended and Restated Gaming Machine Location Agreement by and
            between SSK Game Enterprises and the Company, dated December 1,
            1995, previously filed as Exhibit 10.16 to the Fiscal 1996 Annual
            Report, is hereby incorporated herein by reference.

10.12       Amended and Restated Gaming Machine Location Agreement between Zino,
            Inc. and the Company, dated December 1, 1995, previously filed as
            Exhibit 10.17 to the Fiscal 1996 Annual Report, is hereby
            incorporated herein by reference.

10.13       Amended and Restated Gaming Machine Location Agreement between
            American Heritage Amusement Corporation and the Company, dated
            December 1, 1995, previously filed as Exhibit 10.18 to the Fiscal
            1996 Annual Report, is hereby incorporated herein by reference.

10.14       Stock Purchase and Settlement and Release Agreement by and among the
            Company, Jonathan Ungar and Alan Henry Woods, dated September 27,
            1996, previously filed as Exhibit 2.1 to the Company's Current
            Report on Form 8-K dated October 1, 1996, filed with the Commission
            on October 1, 1996 (File No. 0-11532) (the "October 1, 1996 Current
            Report"), is hereby incorporated herein by reference.

10.15       Promissory Note dated September 30, 1996 in favor of Jonathan Ungar
            in the principal amount of $1,768,550, previously filed as Exhibit
            2.2 to the October 1, 1996 Current Report, is hereby incorporated
            herein by reference.

10.16       Promissory Note dated September 30, 1996 in favor of Alan Henry
            Woods in the principal amount of $1,731,450, previously filed as
            Exhibit 2.3 to the October 1, 1996 Current Report, is hereby
            incorporated herein by reference.

10.17       Promissory Note dated September 15, 1997 in favor of Jonathan Ungar
            in the principal amount of $1,000,000, previously filed as Exhibit
            10.19 to the Fiscal 1998 Annual Report, is hereby incorporated by
            reference.

10.18       Promissory Note dated September 15, 1997 in favor of Alan Henry
            Woods in the principal amount of $1,000,000, previously filed as
            Exhibit 10.20 to the Fiscal 1998 Annual Report, is hereby
            incorporated by reference.


                                       77
<PAGE>   11


<TABLE>
<CAPTION>
EXHIBIT
NO.                                     DESCRIPTION
-------                                 -----------
<S>         <C>
10.19       Promissory Note dated September 15, 1998 in favor of Jonathan Ungar
            in the principal amount of $1,000,000, previously filed as Exhibit
            10.21 to the Fiscal 1998 Annual Report, is hereby incorporated by
            reference.

10.20       Promissory Note dated September 15, 1998 in favor of Alan Henry
            Woods in the principal amount of $1,000,000, previously filed as
            Exhibit 10.22 to the Fiscal 1998 Annual Report, is hereby
            incorporated by reference.

10.21       Promissory Note dated September 15, 1999 in favor of Jonathan Ungar
            in the principal amount of $1,000,000.

10.22       Promissory Note dated September 15, 1999 in favor of Alan Henry
            Woods in the principal amount of $1,000,000.

10.23       Settlement Agreement dated January 3, 1997 by and between the
            Company and the National Indian Gaming Commission, previously filed
            as Exhibit 99 to the Company's Current Report on Form 8-K dated
            January 7, 1997, filed with the Commission on January 7, 1997 (File
            No. 0.11532), is hereby incorporated herein by reference.

10.24       Lease Agreement dated September 27, 1997, by and between the Company
            and Rancho Bernardo Associates, previously filed as Exhibit 10.1 to
            the Company's Quarterly Report on Form 10-QSB for the Quarterly
            Period Ended September 30, 1997, filed with the Commission on
            November 13, 1997 (File No. O-11532), is hereby incorporated herein
            by reference.

10.25       Software Support and Supply Agreement dated as of March 13, 1998, by
            and between Worldwide Media Holdings N.V. and Intertainet Overseas
            Licensing Limited, previously filed as Exhibit 10.5 to the March
            1998 Quarterly Report, is hereby incorporated herein by reference.

10.26       Appointment of Marketing Representative dated as of March 13, 1998,
            by and between Worldwide Media Holdings N.V., Intertainet Overseas
            Licensing Limited, Cyberluck Curacao N.V. and Berdenac Holdings
            N.V., previously filed as Exhibit 10.6 to the March 1998 Quarterly
            Report, is hereby incorporated herein by reference.

10.27       Consulting and Marketing Agreement dated as of March 12, 1998 by and
            between the Company and Worldwide Media Holdings, N.V.

10.28       Loan and Security Agreement by and among the Company, L. Donald
            Speer II and Kelly Jacobs Speer, dated April 22, 1999.

10.29       Letter Agreement amending the Loan and Security Agreement dated
            April 30, 1999, by and among the Company, L. Donald Speer II and
            Kelly Jacobs Speer.

10.30       Consulting Agreement dated February 13, 1998, by and between the
            Company and Torrey Pines Consultants, Inc.

10.31       Inland Entertainment Corporation Confidentiality and Non-Disclosure
            Agreement dated February 13, 1998, by and between the Company and Arthur R.
            Pfizenmayer.

10.32       First Amendment to Consulting Agreement dated May 30, 1998, by and
            between the Company and Torrey Pines Consultants, Inc.

10.33       Addendum to Consulting Agreement dated February 24, 1999, by and
            between the Company and Torrey Pines Consultants, Inc.

10.34       Loan and Security Agreement dated December 19, 1997, by and between
            the Company and Christopher Wm. Voisin.

10.35       Promissory Note dated December 19, 1997, in favor of the Company in
            the principal amount of $49,462.

10.36       Amendment "A" to Loan and Security Agreement dated May 1, 1999, by
            and between the Company and Christopher Wm. Voisin.

10.37       Negotiable Secured Promissory Note dated August 5, 1999, in favor of
            the Company in the principal amount of $49,462.

21          Subsidiaries of Registrant.

23          Consent of Grant Thornton LLP.

27          Financial Data Schedule.
</TABLE>


                                       78