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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ----------------------

                    ANNUAL REPORT ON FORM 10-KSB/A (No. 1)

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

                  For the fiscal year ended December 31, 1999

                         Commission file number 0-6106

                           UNITED LEISURE CORPORATION
             (Exact name of registrant as specified in it charter)

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<S>                                                      <C>

Delaware                                                                    13-2652243
(State or other jurisdiction                                                (I.R.S. Employer
of incorporation or organization)                                         Identification No.)
</TABLE>

                   1990 Westwood Blvd., Los Angeles, CA 90025

          Issuer telephone number, including area code: (310) 441-0900

           Securities registered under Section 12(b) of the Act: None

             Securities registered under Section 12(g) of the Act:

                     Common Stock, par value $.01 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 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) 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]

     The Issuer's revenues for the most recent fiscal year were $1,377,770.

     The aggregate market value of the Common Stock of the Registrant held by
non-affiliates of the Registrant on March 17, 2000, based on the average closing
bid and asked price of the Common Stock as quoted on the OTC Bulletin Board on
such date, was approximately $140,376,888.

     The number of shares of the Registrant's Common Stock outstanding as of
March 17, 2000 was 18,815,868 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE


    Transitional Small Business Disclosure Format (Check One): Yes _____; No
                                                                             ---
X
-----
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                  UNITED LEISURE CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

2.   Disclosure of Certain Significant Risks and Uncertainties

     Limited Operating History- Through its wholly owned subsidiary, the
Company's primary business is developing and licensing proprietary interactive
Internet technology. This business started in 1998 and as such the Company is
subject to various risks and uncertainties frequently encountered by companies
in the early stage of development. Such risks and uncertainties include, but are
not limited to, its limited operating history, an evolving and unpredictable
developing Internet technology, and increasing number of competitors.

     Possibly a Securities Law Violation - On February 10, 2000, the Company
filed a registration statement for the shares of common stock to be issued for
the exercising of warrants. According to their terms, the warrants became
exercisable on November 10, 1995, although under the warrant agreement the
Company was not obligated to deliver the common stock pursuant to an exercise
unless a registration statement was effective. Due to the fact that the price of
the Company's common stock in the public market has, until January 14, 2000,
been below the exercise price of the warrants, such registration was delayed
until February 10, 2000. The Company has been advised by the staff of the
Securities Exchange Commission that it is their position that the registration
statement should have been filed prior to that date and, by failing to do so,
the Company has been conducting an unregistered offering (but not sale) of
common stock in violation of Section 5 of Securities Act of 1933. That position
could result in an action against the Company by the shareholders, possibly
resulting in fines and other sanctions, as well as a claim for damages in the
amount of the $4.00 exercise price for each of the 4,945,000 warrants for a
total of up to $19,780,000. Because no warrantholder has filed any action
notice, the Company believes that none of the warrantholders will pursue such
action.

3. Segment Information

     The Company operates in two business segments: developing and licensing
Internet video technology and children's recreational activities.  Children's
recreational activities consist of summer day camps and children's play-learning
centers known as Planet Kids.

     Segment operating income (loss) is total segment revenue reduced by
operating expenses identifiable to with that business segment. Corporate
includes general corporate administrative costs. The Company evaluates
performance and allocates resources based on operating income. The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies. There are no intersegment sales.

<TABLE>
<CAPTION>
                                               INTERNET        CHILDREN'S        CONSOLIDATED
1999                                                          RECREATIONAL
----                                        --------------    --------------   ----------------
<S>                                         <C>               <C>              <C>
Revenue                                        $   240,000       $ 1,137,770       $ 1,377,770
Loss from operations                            (2,618,468)       (1,310,495)       (3,928,963)
Assets                                             412,863           156,450           569,313

1998
----
Revenue                                            410,817         2,032,784         2,443,601
Income (loss) from operations                       19,043          (555,550)         (536,507)
Assets                                             285,613         2,113,348         2,398,961
</TABLE>

Reconciliation from the segment information to the consolidated balances for
loss from operations and assets is set forth below:

                                      F-9
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                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1943, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

          UNITED LEISURE CORPORATION


         By:/s/BRIAN SHUSTER
         ----------------
         Brian Shuster
         President, Chief Executive Officer and Director

         Date: April 11, 2000

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.

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<CAPTION>

                   SIGNATURE                                                  TITLE
                   ---------                                                  -----
<S>                                                          <C>
       /s/   BRIAN SHUSTER                                    Chairman of the Board, President, Chief Executive Officer
      ----------------------------------------
             Brian Shuster                                      Executive Vice President and  Chief Financial Officer

                                                                     (Principal Financial and Accounting Officer)

      /s/   ALVIN CASSEL
     -----------------------------------------
            Alvin Cassel                                                        Director


      /s/   J. BROOKE JOHNSTON, JR.
     -----------------------------------------
            J. Brooke Johnston, Jr.                                             Director


      /s/   ALVIN ALEXANDER
     -----------------------------------------
            Alvin Alexander                                                     Director


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