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 JUNE 30, 1999.

                                       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 0-23859

                        FORTUNE ENTERTAINMENT CORPORATION

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


                              2700 East Sunset Road
                                    Suite 39
                             Las Vegas, Nevada 89102
                       -------------------------------
                     Address of principal executive offices

                                (702) 895-7812
                  ------------------------------------------
              Registrant's telephone number, including area code

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

         Class of Stock        No. Shares Outstanding            Date
            Common                  16,276,370              August 10, 1999

<PAGE>


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

                                                      June 30,    December 31,
                                                        1999          1998
                                                        ----          ----
ASSETS                                                      $            $
   Current assets
        Cash                                            37,816      353,543
        Accounts receivable                              5,785       22,423
        Prepaid expenses                                 8,598        8,598
                                                   ----------- ------------
   Total current assets                                 52,199      384,564
                                                   -----------   ----------

   Deposits                                              9,879        9,879
   Investments - at cost                             1,183,751    1,183,751
   Property and equipment - net                         97,016       90,978
   Goodwill - net                                      508,236      538,836
   Intellectual property - net                       5,240,789    5,547,789
                                                     ---------    ---------
TOTAL ASSETS                                         7,091,870    7,755,797
                                                     =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities
        Accounts payable and accrued liabilities       653,013      604,704
        Due to related parties                         595,980      595,980
        Loans payable                                  385,983      470,000
        Purchase consideration payable
           -current position                           641,250      923,750
   Total current liabilities                         2,276,226    2,594,434
                                                     ---------    ---------

   Purchase consideration payable                      231,250      231,250
                                                    ----------   ----------
   Total liabilities                                 2,507,476    2,825,684
                                                     ---------    ---------

SHAREHOLDERS' EQUITY
   Share stock
        Common stock, $0.0001 per value                  1,574        1,393
        30,000,000 authorized 16,276,370
        issued and outstanding. Preferred stock,
        $0.0001 par value convertible                       38           85
        For each Class A, B and C Preferred stock
        1,100,000 authorized:  37,864,  127,864
        and 41,864 issued and outstanding
        respectively
   Additional paid in capital                        9,906,524    9,482,958
   Share stock to be issued                            510,000      210,000
   Accumulated deficit                              (5,833,742)  (4,764,323)
                                                    -----------  -----------
   Total shareholders' equity                        4,584,394    4,930,113
                                                   -----------  -----------
TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY                           7,091,870    7,755,797
                                                     =========    =========

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


<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                        (A development stage enterprise)
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & DEFICIT
                              FOR THE PERIODS ENDED
                                   (UNAUDITED)

                                        Three Months               Six Months
                                       Ended June 30,            Ended June 30,
                                      1999         1998         1999       1998
EXPENSES                                $           $             $          $

 Amortization of intangible assets   168,800     158,727      337,600   336,950
 Bank charges and interest            13,534      44,516       26,764    48,140
 Consulting fees                      35,541     134,925      132,036   167,283
 General and administration           72,956           -       77,182         -
 Legal and accounting                159,400      92,989      271,376    97,652
 Management fees                          -       30,500       62,500   125,000
 Office and miscellaneous             18,500     106,985       38,985   126,193
 Rent                                 12,000      12,290       27,649    22,586
 Salaries and wages                   23,290      23,439       57,600    51,920
 Travel promotion and
  entertainment                       25,013      20,825       37,727    40,837
                                    --------    ---------  ----------  --------

LOSS FOR THE PERIOD                  529,034     625,196   1,069,419  1,016,561

DEFICIT, BEGINNING
 OF PERIOD                         5,304,708   1,847,479   4,764,32   1,456,114
                                   ---------   ---------   ---------  ---------

DEFICIT, END OF
 PERIOD                            5,833,742   2,472,675  5,833,742   2,472,675
                                   =========   =========  =========  =========

BASIC AND DILUTED
 LOSS PER SHARE                   $     0.04   $    0.09  $    0.07   $   14.94
                                ============ ===========   ========   =========

WEIGHTED AVERAGE
 COMMON SHARES
 OUTSTANDING                 15,100,813   6,804,000    15,100,813  6,804,000
                             ==========   =========    ==========  =========



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



<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999


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 six months ended June 30,
      1999 are not  necessarily  indicative  of the results that may be expected
      for the year ended  December 31, 1999. For further  information,  refer to
      the financial  statements and footnotes  thereto included in the Company's
      annual report on Form 10-KB for the year ended December 31, 1998.

2.    PRINCIPALS OF CONSOLIDATION

      The condensed  consolidated financial statements include the amount 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
      select  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.

      The  Company is still in the  development  stage and is  expected to incur
      substantial  future  losses.  At June 30,  1999 the  Company  did not have
      sufficient  working  capital  to meet its  commitments.  As a  result  the
      Company is attempting to raise  additional  capital and is also evaluating
      acquisitions that would generate immediate cash flow for the Company.



<PAGE>


                       MANAGEMENT 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, 1998.

      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 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 is still a  development  stage  enterprise  and is expected to
incur substantial future losses. The Company has to date, generated only minimal
revenues  from its  operations.  The Company must obtain  additional  capital or
reduce operating costs to enable it to continue  operations and to commercialize
its two major products - Rainbow 21 and Fortune Poker.

      The Company's products are subject to state and local gaming laws, as well
as various federal laws and regulations governing business activities with North
American  Indian  Tribes.  The ability of the Company to market its  products is
dependent  upon the  company's  ability  to comply  with these  gaming  laws and
regulations. The Company is seeking an advisory opinion from the National Indian
Gaming  commission to the effect that the Company's Fortune Poker Game should be
classified as a Class II activity  under the National  Indian Gaming  Regulatory
Act. The Native Indian  gaming market is the initial  target for the Company and
the Company intends to enter into revenue sharing agreements with various Indian
Tribal  governing  bodies,  when and if,  Class II  classification  is obtained.
Management  believes that the Company's ability to market its Fortune Poker Game
would be significantly improved, if the advisory opinion were obtained.

      The Company  anticipates  it will receive  product  orders for its Fortune
Poker game if regulatory  approval is obtained.  At that time,  the Company will
seek  more  conventional  forms of  financing  such as bank  lines of  credit or
product lease financing.

      The Company has  obtained,  regulatory  approval to license and market its
Rainbow  21 black  jack game in the  States  of  Nevada,  Mississippi  and South
Dakota. The Company is applying for regulatory approval in other jurisdictions.

No assurances  can be given that the Company will be successful in obtaining the
required regulatory approvals, or, if successful,  that the Company will be able
to obtain conventional lines of credit or raise additional capital. Furthermore,
there can be no  assurance  that the  Company  will ever be  profitable.  If the
Company is unable to obtain adequate additional  financing,  the Company will be
required to sharply curtail its operations.

      The Company relies on short-term borrowings, the sale of promissory notes,
and the sale of restricted common stock to fund its operations.  As of August 6,
1999 the Company did not have any formal  commitments from any source to provide
additional capital to the Company.

The Company is evaluating  acquisitions that would generate  immediate cash flow
for the Company.


<PAGE>


PART II     OTHER INFORMATION

Item l.     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, 1998 and June 30, 1999 financial statements.

Item 2.     Changes in Securities and Use of Proceeds

      During the three  months  ended June 30,  1999 the  Company  sold  900,000
shares of common stock and warrants  for the purchase of an  additional  900,000
shares  to an  individual  and  two  corporations  for  total  consideration  of
$450,000.  (a 100,000,  300,000, and 500,000 unit offerings) The Company did not
pay any commissions in connection with the foregoing  transactions.  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
described in this paragraph are "Restricted Securities" and that term is defined
in Rule 144 of the Securities and Exchange Commission.

      During the quarter ending June 30, 1999, the Company issued 316,500 shares
of its common stock upon the conversion of the Company's  preferred  stock.  The
Company  relied  upon  the  exemption  provided  by  section  3 (a)  (9)  of the
Securities Act of 1933 in connection with the issuance of these shares.

Item 6.     Exhibits and Reports on Form 8-K

      (a)    Exhibits
               No exhibits are filed with this report

      (b)    Reports on Form 8-K
               The  Company  did not file any  reports  on Form 8-K during the
               quarter ended June 30, 1999




<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:  August 6, 1999                       /s/ Robert V. Eberle
                                          ----------------------
                                          Robert V. Eberle
                                          Principal Financial and a Director