UNITED STATES
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-QSB

(Mark One)

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



      For the quarterly period ended march 31, 2000.

                                       OR

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

      For the transition period from _______ to ________.

      Commission File Number 0-30292


                        FORTUNE ENTERTAINMENT CORPORATION

         Delaware                                         88-04053347
State or other jurisdiction                            (I.R.S.)  Employer
    of incorporation                                    Identification No.

                        Fortune Entertainment Corporation
                                 144 Elm Street
                               2nd Floor, Suite 16
                             Biddeford, Maine 04005
                     Address of principal executive offices

                                 (207) 282-0878
                   ----------------------------------------
               Registrant's telephone number, including area code

                                       N/A
                  Former address of principal executive offices

Indicate by check mark whether the Registrant (1) has files all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports)  and (2) had been  subject to such  filing
requirements for the past 90 days.

            Yes             X                               No    ________
                  ------------------

      As of May 18, 2000 the Company had 24,787,450 outstanding shares of common
stock.


<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                        (A development stage enterprise)
                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

                                         March 31, 2000       December 31, 1999
ASSETS
Current assets
   Cash                                 $   208,738               $  22,397
   Accounts receivable                           --                   2,635
                                  -----------------              ----------
Total Current assets                        208,738                  25,032

Deposits                                      9,879                   9,879
Investments - at cost                     1,956,658               1,356,658
Property and equipment - net                 68,689                  73,146
Goodwill - net                              462,336                 477,636
Intellectual property - net               4,780,289               4,933,789
                                       ------------             -----------
TOTAL ASSETS                             $7,486,589              $6,876,140
                                         ==========              ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

     Current liabilities
Accounts payable and accrued liabilities $  348,366           $     385,134
Due to related parties                    1,071,960               1,072,491
Loans payable                               270,000                 370,000
Purchase consideration payable              405,000                 405,000
                                        -----------              ----------

Total current liabilities                 2,095,326               2,232,625
                                          ---------               ---------

Total liabilities                         2,095,326               2,232,625

                              SHAREHOLDERS' EQUITY

Common   stock, $ 0.0001 par value, 30,000,000
   authorized, 19,234,615 and 18,093,615
   respectively issued and outstanding        1,924                   1,810

Preferred stock $0.0001 par value,
  convertible Class A, B and C
  Preferred stock; 5,000,000 authorized,
   32,864; 32,864; 32,864 issued and
   outstanding                                   10                      10

Additional paid in capital               11,329,083              10,795,642
Shares to be issued                         760,000                 138,703
Stock Based Compensation                    465,000                 465,000
Accumulated deficit                      (7,164,754)             (6,757,650)
                                         -----------             -----------

Total shareholders' equity                5,391,263               4,643,515
                                         ----------              ----------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                     $7,486,589             $ 6,876,140
                                         ==========             ===========


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements


<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                        (A Development stage enterprise)
                  CONDENSED STATEMENTS OF OPERATIONS & DEFICIT
                       FOR THE THREE MONTHS ENDED MARCH 31
                                   (UNAUDITED)



EXPENSES                                         2000              1999
                                                -----              ----

   Amortization of intangible assets        $  168,800         $ 168,800
   Depreciation                                  4,458                --
   Bank charges and interest                    25,997            13,230
   Consulting fees                              50,609            96,495
   General and administration                   49,934             4,226
   Legal and accounting                         40,492           111,976
   Management fees                              20,000            62,500
   Office and miscellaneous                      4,110            20,485
   Rent                                         13,527            15,649
   Salaries and wages                               --            34,310
   Contracted Services                          20,466                --
   Travel promotion and entertainment            8,711            12,714
                                              --------           -------

LOSS FOR THE PERIOD                            407,104           540,385

DEFICIT, BEGINNING OF PERIOD                 6,757,650         4,764,323
                                             ---------         ---------

DEFICIT, END OF PERIOD                     $ 7,164,754       $ 5,304,708
                                           -----------       -----------

BASIC AND DILUTED LOSS PER SHARE           $      0.04       $      0.04

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                 18,664,115        14,482,563







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




<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED MARCH 31
                                   (UNAUDITED)


                                                 2000             1999
                                                -----             ----
CASH FLOW FROM OPERATING ACTIVITIES

Net loss for the period                     $ (407,104)       $  (540,385)
Adjustments to reconcile net loss to
  net cash used in operating activities:

Amortization of intangible assets              168,800            168,800
Depreciation                                     4,458                 --
Shares issued for services rendered                 --             33,700

Changes in operating assets and liabilities:
   Accounts receivable                           2,635                 --
      Prepaid expenses and deposits                 --             (5,144)
   Accounts payable and accrued liabilities    (36,768)            (4,464)
                                             ----------        -----------

NET CASH USED IN OPERATING ACTIVITIES         (267,979)          (347,493)
                                             ----------         ----------

INVESTING ACTIVITIES

Purchase price consideration payable                --           (200,000)
                                           -----------          ----------

FINANCING ACTIVITIES

Loans payable                                 (100,000)                --
Advances from (Payments to) related parties       (532)            54,078
Proceeds to from capital contribution          554,852            210,000
                                               -------           --------

CASH PROVIDED BY FINANCING ACTIVITIES          454,320            264,078
                                               -------            -------

NET INCREASE (DECREASE) IN CASH
DURING PERIOD                                  186,341           (283,415)
                                               -------           ---------

CASH AT BEGINNING OF PERIOD                     22,397            353,543

CASH AT END OF PERIOD                      $   208,738         $   70,128
                                           ===========        ===========

     The  accompanying  notes are an integral  part of the  condensed  financial
statements.



<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDED MARCH 31, 2000

1. INTERIM REPORTING

      The  accompanying  unaudited  condensed  financial  statements  have  been
prepared in accordance with generally  accepted  accounting  principles and Form
10-QSB requirements. Accordingly, they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair presentation have been included.  Operating results for the
three months ended March 31, 2000 are not necessarily  indicative of the results
that  may be  expected  for the  year  ended  December  31,  2000.  For  further
information, refer to the financial statements and related footnotes included in
the Company's annual report on Form 10-KSB for the year ended December 31, 1999.

2. PRINCIPLES OF CONSOLIDATION

      The condensed  consolidated  financial  statements include the accounts of
the Company and its wholly-owned subsidiaries, Fortune Entertainment Corporation
(Bahamas),  Fortune  Entertainment  Corporation (British Columbia,  Canada), and
Fortune  Poker Inc.  (Delaware).  All  significant  inter-company  accounts  and
transactions have been eliminated.

3. BUSINESS

       The  Company is engaged in the  acquisition,  design and  development  of
selected gaming  products,  which the company intends to sell, lease and license
in the United States and international gaming markets.

      The  Company's  two initial  products  are the  Fortune  Poker  System,  a
progressive  multi-player  draw  poker  video  game and the  Rainbow  21  casino
blackjack game.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              AND PLAN OF OPERATION

      The following should be read in conjunction with  Management's  Discussion
and Analysis of Financial  Condition  and Results of Operations in the Company's
annual report on Form 10-KSB for the year ended December 31, 1999.

      This report contains forward-looking  statements within the meaning of the
Securities  Act of  1933  and of  the  Securities  Exchange  Act of  1934.  Such
statements  include,  but are not limited to projected sales, market acceptance,
and the  availability  of capital..  Forward-looking  statements  are inherently

<PAGE>

subject  to risks and  uncertainties,  many of which  cannot be  predicted  with
accuracy and some of which may not even be anticipated. Future events and actual
results,  financial and otherwise,  could differ materially from those set forth
in or contemplated by the forward-looking statements.

      The  Company's  products are in the early stage of  commercialization  and
regulatory  approval.  The  Company  is still in the  development  stage  and is
expected  to incur  substantial  future  losses.  The  Company has not, to date,
generated  any  revenues  from its  operations.  The  ability of the  Company to
generate  revenues  and  positive  cash flow will  depend  on  several  factors,
including  the timing and costs in  obtaining  gaming  licenses  and  concluding
agreements  with Indian  Tribal  Casinos  with respect to the  Company's  gaming
products.

      During the period ending December 31, 2000 the Company plans to market its
Fortune  Poker and  electronic  Bingo games to Indian  Tribes  holding Class III
casino licenses in Minnesota.  During the year 2000 the Company plans to license
the rights to its  Rainbow  21 game to third  parties  who will then  attempt to
market the Rainbow 21 game to casino operators.

      In order to market its Fortune 21 and electronic  Bingo games,  the Gaming
Laboratories  International  will need to  complete  its  testing of the Fortune
Poker game. The Company expects this testing will be completed by May 2000.

      Following the  competition  of the testing of the Company's  Fortune Poker
and  electronic  Bingo games the Company  will apply for a gaming  license  from
Minnesota.  While the Company's application is being reviewed,  the Company will
begin  negotiations  with Indian Tribal  Casinos in Minnesota with a view to the
Tribal  Casino's  purchase  or  lease  of the  Company's  Fortune  Poker  and/or
electronic  Bingo  games.  It will be the  Company's  objective  to  conclude an
arrangement  whereby the Company will  receive a percentage  of the net revenues
derived  from the  operation  of the games.  The  percentage  which the  Company
expects to receive  will vary  (typically  between  9% and 23%)  depending  upon
whether  the games are  purchased  or leased  from the  Company  and whether the
Company or the particular Tribal Casino operates the games.

      The Company does not  anticipate  any  difficulties  in obtaining a gaming
license from  Minnesota.  Contingent with the ability of the Company to conclude
satisfactory  agreements  with one or more  Tribal  Casinos  in  Minnesota,  the
Company expects that its first Fortune Poker game and/or  electronic  Bingo game
will be  installed  and  operational  in a  Minnesota  Indian  Tribal  Casino by
September 2000.

    If the Company is successful in obtaining a gaming license in Minnesota, the
Company  plans to apply for gaming  licenses in other states (with the exception
of Nevada and states  that do not have Class III Indian  Tribal  casinos)  which
have tribal casinos with Class III gaming licenses. However, before applying for
a gaming  license in any of these  states,  the  Company  must first  obtain the
sponsorship of an Indian tribe which operates a casino in the state.

      No assurances,  however,  can be given that the Company will be successful
in obtaining any required  licenses,  permits or approvals,  or in obtaining the
sponsorship  of  any  Indian  tribe  operating  casinos  in  states  other  than
Minnesota.

<PAGE>

      Since  inception  the  Company  has  funded  its  operations  and  capital
expenditures primarily through private placements of debt and equity securities.
The  Company  needs  additional  financing  on an  ongoing  basis to  remain  in
operation.  There can be no assurance  that such  financing  will continue to be
available at all, or on terms acceptable to the Company.




<PAGE>


                                     PART II
                                OTHER INFORMATION


Item 1.  Legal Proceedings

      On April 26, 1999 a creditor to which the Company owes $369,600 filed suit
in the Supreme Court of British  Columbia seeking a judgment against the Company
for the amount owed. The amount owed to this creditor is recorded as a liability
on the Company's December 31, 1999 and March 31, 2000 financial statements.

Item 2.  Changes in Securities and Use of Proceeds

      During the three months  ended March 31, 2000 the Company  sold  1,141,000
shares of common stock for total consideration of $ 502,000.  The Company paid a
commission of $ 47,148 and 53,041 shares of common stock in connection  with the
sale of 1,141,000  shares.  The Company  relied upon the  exemption  provided by
Section 4 (2) of the Securities Act of 1933 in connection with the sale of these
shares of common stock. The shares and warrants  described above are "Restricted
Securities"  and that term is defined in Rule 144 of the Securities and Exchange
Commission.

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits
      No exhibits are filed with this report

(b)   Reports on Form 8-K
      On March 28,  2000 the  Company  filed a report on Form 8-K  disclosing  a
change in the Company's auditors.




<PAGE>


                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                   Fortune Entertainment Corporation


Date:  May 19, 2000                 By    /s/ Robert V. Eberle
                                        ----------------------
                                        Robert V. Eberle
                                        Principal Financial Officer and
                                        Officer authorized to sign this report