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 September 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 incorporation            (I.R.S.) Employe
                                                        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

                              2700 East Sunset Road
                                    Suite 39
                             Las Vegas, Nevada 89102
                  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 November 12, 1999 the Company had 17,612,799  outstanding  shares of
common stock.


<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                        (A development stage enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            AS AT SEPTEMBER 30, 1999
                                   (UNAUDITED)

                                                       SEPT. 30      DEC. 31
                                                         1999          1998
                                                         ----          ----
                                                           $             $
ASSETS
Current assets
     Cash                                               11,522       353,543
     Accounts receivable                                35,785        22,423
     Prepaid expense                                     8,598         8,598
                                                       --------      -------
           Total current assets                         55,905       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                                         492,936       538,836
Intellectual property - net                          5,087,289     5,547,789
TOTAL ASSETS                                         6,926,776     7,755,797

LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities
     Accounts payable and accrued liabilities          705,928       604,704
     Due to related parties                            688,030       595,980
     Loans payable                                     385,983       470,000
     Purchase consideration payable -current position  641,250       923,750
          Total current liabilities                  2,421,191     2,594,434
                                                     ---------      ---------

Purchase consideration payable                         231,250       231,250
          Total liabilities                          2,652,441     2,825,684

SHAREHOLDERS' EQUITY
 Share stock
     Common stock, $0.0001 per value
     30,000,000 authorized 16,731,370 issued and
        outstanding.                                    1,667          1,393
     Preferred stock, $0.0001 par value convertible        10             85
     For each Class A, B and C Preferred stock
     1,100,000 authorized:  32,864, 32,864 and 36,864
        issued and outstanding respectively
Additional paid in capital                         10,496,459      9,482,958
Share stock to be issued                               60,000        210,000
Accumulated deficit                                (6,283,801)    (4,764,323)
Total shareholders' equity                          4,274,335      4,930,113
                                                    _________      _________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          6,926,776      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)

                                           Nine Months         Three Months
                                       Ended September 30,  Ended September 30,
                                        1999        1998     1999         1998
                                         $           $         $            $
EXPENSES

 Amortization of intangible assets     506,400    505,249   168,800    168,299
 Bank charges and interest              31,782     64,138     5,018     15,998
 Consulting fees                       207,790    296,474    75,754    129,191
 General and administration            153,296     24,718    76,114     12,571
 Legal and accounting                  332,347    156,911    60,971     59,259
 Management fees                        93,750    188,000    31,250     63,000
 Office and miscellaneous               38,985    159,486         -     45,440
 Rent                                   27,649     34,106         -     11,520
 Salaries and wages                     86,390     62,416    28,790     10,468
 Travel promotion and
  entertainment                         41,089    112,305     3,362     71,468
                                       --------   -------   --------  --------

LOSS FOR THE PERIOD                  1,519,478  1,603,803   450,059    587,242

DEFICIT, BEGINNING
 OF PERIOD                           4,764,323  1,456,114 5,833,742  2,472,675
                                     ---------  --------- ---------  ---------

DEFICIT, END OF
 PERIOD                              6,283,801  3,059,917 6,283,801  3,059,917
                                     =========  ========= =========  =========
BASIC AND DILUTED
 LOSS PER SHARE                      $    0.10  $    0.19  $   0.03  $    0.07
                                     =========  =========  ========  =========



WEIGHTED AVERAGE
 COMMON SHARES
 OUTSTANDING                        15,298,313  8,431,412 15,298,313  8,341,412
                                    ==========  ========= ==========  =========





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

<PAGE>

                        FORTUNE ENTERTAINMENT CORPORATION
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (UNAUDITED)
                                                        9 MONTHS      9 MONTHS
                                                       SEPT. 1999    SEPT. 1998
                                                           $             $

CASH FLOW FROM OPERATING ACTIVITIES

      Net loss for the period                         (1,5,19,478)  (1,603,803)
      Adjustments to reconcile net loss to net cash
           used in operating activities

      Amortization of intangible assets                   506,400      491,659
      Depreciation                                              -       13,590
      Shares issued for services rendered                  33,700      711,520

      Changes in operating assets and liabilities:
           Accounts receivable                            (13,362)      13,970
           Prepaid expenses and deposits                        -       21,250
           Accounts payable and accrued liabilities       101,224      250,375
CASH USED IN OPERATING ACTIVITIES                        (891,516)    (101,439)
                                                         ---------   ---------

INVESTING ACTIVITIES

      Purchase price consideration payable               (282,500)    (125,000)
Acquisition of investments                                      -   (1,371,251)
      Acquisition of property and equipment                (6,038)     (40,000)
                                                         ---------  ----------

CASH USED IN INVESTING ACTIVITIES                        (288,538)  (1,536,251)
                                                         ---------  -----------

FINANCING ACTIVITIES

      Loans payable                                       (84,017)      85,673
      Advances from related parties                        92,050     (112,288)
      Proceeds from capital contribution                  830,000    1,624,563
                                                           ------    ---------

CASH PROVIDED BY FINANCING ACTIVITIES                     838,033    1,597,948

NET DECREASE IN CASH
DURING PERIOD                                            (342,021)     (39,742)
                                                         ----------    --------

CASH AT BEGINNING OF PERIOD                               353,543       41,890
                                                         --------     ---------

CASH AT END OF PERIOD                                      11,522        2,148
                                                         =========    =========

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 NINE MONTHS ENDED SEPTEMBER 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
nine months  ended  September  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-KSB for the year ended December 31, 1998.

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.

     The  Company is still in the  development  stage and is  expected  to incur
substantial  future  losses.  At  September  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.



<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 intends,  initially, to lease its Fortune Poker system
to the charity  and Indian  Gaming  segment of the market  through its own sales
staff and through  independent sales  representatives  and distributors.  In the
absence of an advisory  opinion as to the Class II status of the  Fortune  Poker
system,  the Company has placed more  emphasis on  marketing  the game to Indian
Tribes,  such as Mille Lacs Band,  who conduct  operations  under state compacts
which provide specific procedures for prior approval of new gaming machines. The
Company has  initiated  the testing and approval  process for the Fortune  Poker
system through Gaming  Laboratories  International  with the  sponsorship of the
Mille Lacs Band of Ojibwe  Indians under the Mille Lacs Band's  compact with the
State of Minnesota.  The Company  anticipates it will receive  product orders of
its Fortune Poker game if regulatory approval is obtained.

      The Company has acquired all the patents and intellectual  property rights
relating to the Rainbow 21 blackjack  game,  which has been  approved for casino
play in Nevada by the Nevada Gaming  Control  Board,  and in  Mississippi by the
Mississippi  Gaming  Commission  and in New  Jersey  by the  New  Jersey  Gaming
Commission. The Company has been advised by the Nevada Gaming Control Board that
the  Company  can sell or lease the  Rainbow 21 game to  licensed  operators  in
Nevada without  obtaining its own operator's  license  provided the Company does
not share in a percentage of the gaming revenues.

      No  assurances  can be  given  that  the  Company  will be  successful  in
obtaining 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.

<PAGE>


      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 November
l, 1999 the  Company  did not have any  formal  commitments  from any  source to
provide additional capital to 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  September 30, 1999  financial
statements.

Item 2. Changes in Securities and Use of Proceeds

        During the three  months  ended  September  30,  1999 the  Company  sold
160,000  shares of common stock and  warrants for the purchase of an  additional
160,000 shares to an individual and one corporation for total  consideration  of
$80,000.  The Company paid a commission of $5,000 in connection with the sale of
100,000 shares and warrants.  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.

        During the quarter ending September 30, 1999, the Company issued 105,000
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 September 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:  November 12, 1999            By  /s/ Robert V. Eberle
                                       ----------------------------------
                                       Robert V. Eberle
                                       Principal Financial Officer and
                                       Officer authorized to sign this report