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, 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                 15,039,870              May 14, 1999



<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                        (A development stage enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                                   March 31,      December 31,
                                                    1999             1998
ASSETS
Current assets
     Cash                                           $70,128         $353,543
     Accounts receivable                             22,423           22,423
     Prepaid expenses                                13,742            8,598
                                                 ----------      -----------
           Total current assets                     106,293          384,564

Deposits                                              9,879            9,879
Investments - at cost                             1,183,751        1,183,751
Property and equipment - net                         90,978           90,978
Goodwill - net                                      523,536          538,836
Intellectual property - net                       5,394,289        5,547,789
                                                  ---------        ---------

TOTAL ASSETS                                     $7,308,726       $7,755,797
                                                 ==========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities
     Accounts payable and accrued liabilities      $600,240         $604,704
  Due to related parties                            650,058          595,980
  Loans payable                                     470,000          470,000
  Purchase consideration payable -current
      position                                      723,750          923,750
                                                 ----------       ----------
  Total current liabilities                       2,444,048        2,594,434
  Purchase consideration payable                    231,250          231,250
                                                 ----------       ----------
            Total liabilities                     2,675,298        2,825,684

SHAREHOLDERS' EQUITY
Common stock, $0.0001 par value, 30,000,000           1,504           1,393
    shares authorized, 15,039,870 shares
    issued and outstanding.
Series A, B and C Preferred stock $0.0001 par value,     52              85
    1,100,000 shares authorized: 130,864, 220,864 
    and 172,364 shares issued and outstanding,
    respectively
Additional paid in capital                        9,876,580       9,482,958
Shares to be issued                                  60,000         210,000
Accumulated deficit                              (5,304,708)     (4,764,323)
                                                 -----------     -----------
Total shareholders' equity                        4,631,872       4,930,113
                                                  ---------       ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $7,308,726      $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 THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)


                                                      1999           1998
                                                      ----           ----
EXPENSES

     Amortization of intangible assets              $168,800      $178,223
     Bank charges and interest                        13,230         3,624
     Consulting fees                                  96,495        32,358
     General and administration                        4,226             -
     Legal and accounting                            111,976         4,663
     Management fees                                  62,500        94,500
     Office and miscellaneous                         20,485        19,208
     Rent                                             15,649        10,296
     Salaries and wages                               34,310        28,481
     Travel promotion and entertainment               12,714        20,012
                                                 -----------      --------

LOSS FOR THE PERIOD                                  540,385       391,365

DEFICIT, BEGINNING OF PERIOD                       4,764,323     1,456,114
                                                 ------------   ----------

DEFICIT, END OF PERIOD                            $5,304,708    $1,847,479
                                                  ==========    ==========


BASIC AND DILUTED LOSS PER SHARE               $        0.04   $      0.08
                                               =============   ===========


WEIGHTED AVERAGE COMMON SHARES                    14,482,563     4,933,420
                                                  ==========     =========
OUTSTANDING





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 THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)

                                                      1999            1998
                                                      ----            ----


CASH FLOW FROM OPERATING ACTIVITIES

Net loss for the period                            $(540,385)      $(391,365)
Adjustments to reconcile net loss to net cash
used in operating activities

Amortization of intangible assets                    168,800         178,223
Shares issued for services rendered                   33,700               -

Changes in operating assets and liabilities:
     Accounts receivable                                   -           4,729
     Prepaid expenses and deposits                    (5,144)          7,987
     Accounts payable and accrued liabilities         (4,464)         29,140
                                                   ----------      ---------
NET CASH USED IN OPERATING ACTIVITIES               (347,493)       (171,286)
                                                    ---------       ---------

INVESTING ACTIVITIES

Purchase price consideration payable                (200,000)       (155,000)
                                                    ---------       ---------

FINANCING ACTIVITIES

Loans payable                                              -         220,178
Advances from related parties                         54,078          88,215
Proceeds from capital contribution                   210,000         517,500
                                                     -------        --------

CASH PROVIDED BY FINANCING ACTIVITIES                264,078         825,893
                                                     -------         -------

NET DECREASE IN CASH DURING PERIOD                  (283,415)        499,607
                                                    ---------        -------

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

CASH AT END OF PERIOD                                $70,128        $541,497
                                                     =======        ========


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 THREE MONTHS ENDED MARCH 31, 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 three months ended March 31,
      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 financial
      statements  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 both 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 March 31,  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'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, 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 not, to date,  generated any
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
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  market 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.

      No  assurances  can be  given  that  the  Company  will be  successful  in
obtaining 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 May 17,
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 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 judgement 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 March 31, 1999 financial statements.

Item 2. Changes in Securities and Use of Proceeds

        During the three  months  ending  March 31,  1999 the  Company  (i) sold
150,000  shares of common stock and  warrants for the purchase of an  additional
150,000 shares to one  corporation for $150,000 and (ii) issued 67,400 shares of
common stock to three persons in payment of services  rendered.  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" as that term is defined
in Rule 144 of the Securities and Exchange Commission.

      During the quarter ending March 31, 1999 the Company issued 327,214 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 March 31, 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: May 17, 1999                         /s/ D. Bruce Horton
                                          ---------------------
                                          D. Bruce Horton,
                                          Principal Financial Officer, Chief
                                          Accounting Officer, Secretary and a
                                          Director