UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 Form 10-KSB/A
                                Amendment No. 1
 
       Annual Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934
 
   X   Transition Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934
 
 For the transition period from January 1, 1998 to June 30, 1998.
 
                      Commission File Number 0-21071
 
                NEVSTAR GAMING & ENTERTAINMENT CORPORATION
               (Name of Small Business Issuer in its Charter)
 
             Nevada                                  88-0309578             
 (State or Other Jurisdiction             (IRS Employer Identification No.)  
 of Incorporation or Organization)
 
 313 Pilot Road, Suite B, Las Vegas Nevada 89119  (702) 269-1325
 (Address of Principal Executive Offices)         (Issuer's telephone number)
 
 Securities registered under Section 12(b) of the Exchange Act:
 
 Title of Each Class               Name of Each Exchange on Which Registered
       None                                           None
 
 Securities registered under Section 12(g) of the Exchange Act:
 
       Common Stock $0.01 par value 
       Redeemable Common Stock Purchase Warrants
                (Title of Class)
 
 Check whether the issuer (1) filed all reports to be filed by Section 13 or
 15(d) of the Exchange Act during the past 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 Rule 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 six-month transition period ended June 30, 1998
 were: $0.
 
 There were 3,899,672 outstanding shares of common stock, par value $0.01 per
 share, as of September 30, 1998.  The aggregate market value of the voting
 Common Stock of the registrant held by non-affiliates of the registrant, as
 of September  30, 1998, was $3,406,000 based on the last sales price on such
 date.
 
 Transitional Small Business Disclosure Format:   Yes____    No X     <PAGE>
 PART III
 
 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
 
 DIRECTORS AND EXECUTIVE OFFICERS.    The current directors and executive
 officers of the Company and their ages are as follows:
 
 Name                      Age     Position
 
 Michael J. Signorelli      53     Chairman, Chief Executive Officer,        
                                   President, Secretary and Director
 
 Brent E. Duncan            58     Chief Financial Officer and Treasurer
 
 Dr. Richard Tam            82     Director 
 
 James D. Meehan            46     Director 
 
 Michael J. Signorelli.  Mr. Signorelli is one of the founders of the Company. 
 He has been a Director and Chief Executive Officer of the Company since its
 inception, Chairman since April 1997 and Secretary since August 1995.  He was
 President of the Company from its inception in 1993 until April 1997 and has
 been serving as President since September 25, 1998.  Since December 1993, Mr.
 Signorelli has devoted substantially all of his business time and attention
 to the Company.  As Chief Executive Officer, Mr. Signorelli is responsible
 for all aspects of the the Company's daily operations, including overall   
 strategic planning, development, and operations of the Mesquite Star Hotel &   
 Casino which opened on July 1, 1998.  From 1990 through 1993, Mr. Signorelli   
 was also the Executive Vice President of PMJ Enterprises, Inc.  As such        
 Executive Vice President, Mr. Signorelli was responsible for the daily         
 operations associated with the development of the Mesquite Property, which     
 included obtaining the necessary entitlements, permits, approvals and        
 licenses from the City of Mesquite, assisting in the development of        
 architectural and landscaping plans for the hotel/casino, and locating        
 long-term and interim financing sources for the initial development costs      
 associated with the hotel/casino.  From  1989 through 1990, he was Vice        
 President of Walter Development Corp. in Las Vegas, Nevada.  In this        
 position, he was responsible for directing all Nevada operations of Walter    
 Development Corp., which included the development, construction, financing    
 and administration of the Paradise Bay, a 1,000-room hotel/casino in    
 Laughlin, Nevada.  During the construction of the Paradise Bay, Mr.    
 Signorelli left Walter Development Corp. to join PMJ Enterprises,
 Inc. with Mr. Patrick Shannon.  Due to the financial insolvency of Walter
 Development Corp., the Paradise Bay was never fully developed and did not
 open.  Prior to his employment with Walter Development Corp., Mr. Signorelli
 was Director of Project Development for Lincoln Management, a company
 involved in the management of hotel/casino properties located in Reno and Las
 Vegas, Nevada, including Fitzgerald's Hotel & Casino in Las Vegas, Nevada. 
 Mr. Signorelli attended the University of Rhode Island where he received his
 B.S. degree in Business Administration with an emphasis in accounting and
 economics in 1968.  He received his M.S. degree in Psychological Research
 from the University of Nevada in 1973; and his Ed.D. degree from the
 University of Nevada in 1978.  Mr. Signorelli's term as a director expires at
 the Company's 2000 Annual Meeting of Stockholders.  

 
 Brent E. Duncan. Mr. Duncan has served as Chief Financial Officer and
 Treasurer of the Company since June 19, 1998, having joined the Company in
 February 1998.  He served as a consultant from April 1997 to January 1998.    
 From January 1993 until March 1997, he served in various financial positions
 at Elsinore Corporation and its operating subsidiary the Four Queens Hotel
 & Casino, and on June 4, 1996, while Elsinore Corporation was engaged in
 reorganization proceedings, he was named Treasurer and Secretary of both
 corporations and certain other subsidiaries. On March 14, 1997, the
 Reorganization plan became effective. Mr. Duncan has many years of Nevada
 gaming industry experience, including positions as Vice president, Treasurer
 and Director of Del E. Webb Hotels Corporation during 3 years, where his
 responsibilities included reporting financial results of operations for
 eight hotels, including four Nevada gaming properties. Formerly an audit
 manager with the Los Angeles office of KPMG Peat Marwick LLP, for six years,
 Mr. Duncan's assignments included two years as resident manager of the firm's
 Las Vegas, Nevada office. A Certified Public Accountant in Nevada,
 Mr. Duncan is a member of the American Institute and the Nevada Society of
 Certified Public Accountants.  He also holds a Bachelor's Degree in Business
 with a major in Accounting from San Jose State University, where he was a
 member of the Accountants Honorary Society. Prior to entering college, Mr.
 Duncan served in the United States Navy Submarine Service.
   

 Dr. Richard Tam.  Dr. Tam has served as a director since October 1, 1997. 
 Dr. Tam received his Bachelor of Arts in Civil Engineering from Stanford
 University and his Masters in Business Administration from Columbia
 University.  In 1995, Dr. Tam received an honorary Doctor of Laws degree
 from the University of Nevada,  Las Vegas.  Dr. Tam is currently active as
 a private investor and real estate investor and developer.  Dr. Tam also
 operates and manages his own thoroughbred breeding and racing business. 
 Dr. Tam is also a principal in Desert Mesa Land Partners, a Nevada limited
 partnership which has granted the Company an option to purchase a 20%
 indirect ownership interest in a casino site in North Las Vegas, Nevada. 
 See  "Item 1.  BUSINESS - North Las Vegas Property" and "Item 12.  CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS."  Dr. Tam's term as a director
 expires at the Company's 1999 Annual Meeting of Stockholders.
 
 
 James D. Meehan.  Mr. Meehan has served as a director since October 1,
 1997.  Since 1983, Mr. Meehan has served as a partner in CM Properties,
 Inc., a real estate investment business, with interests in office, retail,
 single-family and multi-family housing located in Santa Ana, California. 
 Mr. Meehan was previously a partner in both Garrett Development, Inc. and
 NU West R.E.I., which were both commercial real estate development
 entities.  From 1978 to 1980, Mr. Meehan was engaged as an investment
 banker for Warberg-Parribas-Becker, dealing in corporate and government
 notes, bonds and commercial paper.  Mr. Meehan received a BA in the honors
 program at the undergraduate school of Letters Arts and Sciences from the
 University of Southern California in 1975.  Mr. Meehan received his MBA in
 finance from the graduate school of Business Administration of the
 University of Southern California.  Mr. Meehan's term as a director expires
 at the Company's 1998 Annual Meeting of Stockholders. 
 
 The Company's Articles of Incorporation provide for a classified or
 "staggered" Board of Directors comprised of three classes of directors
 elected for terms expiring at the 1998, 1999 and 2000 Annual Meetings of
 Stockholders. One class of the Board comes up for re-election each year.
 Any further amendment to the Company's Articles of Incorporation affecting
 the classified Board may only be adopted upon the affirmative vote of not
 less than two-thirds of the issued and outstanding shares entitled to vote
 thereon.

 The full Board of Directors currently consists of five directors. Messers.
 Signorelli, Tam and Meehan are currently directors of the Company serving
 in the class whose term expires in 2000, 1999, and 1998, respectively.
 There are currently two vacancies on the Board.    
 
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.  Section 16(a) of
 the Exchange Act requires the Company's officers and directors, and persons
 who own more than 10% of a registered class of the Company's equity
 securities to file reports of ownership and changes in ownership with the
 SEC and NASDAQ.  These persons are required to furnish the Company with
 copies of all reports under Section 16(a) they file.
 
 Based solely on its review of the copies of such forms received by it, or
 written representations from certain reporting persons that no Forms 5 were
 required for those persons, the Company believes that during the period
 January 1, 1998 to June 30, 1998, the Company's officers, directors and
 greater than 10% beneficial owners complied with all applicable Section
 16(a) filing requirements.  
 
 ITEM 10.  EXECUTIVE COMPENSATION.
 
 The following table sets forth the compensation paid by the Company during
 the fiscal years ended December 31, 1995, 1996 and 1997 and the period
 January 1, 1998 through June 30, 1998 (the "1998 Transition Period") to the
 Company's (i) Chief Executive Officer and (ii) the former President and
 Chief Operating Officer (collectively, the "named executive officers").
 
 SUMMARY COMPENSATION TABLE
 
 ANNUAL COMPENSATION
 
 Name and 
 Principal                                                  Other Annual
 Position                      Year     Salary     Bonus    Compensation(1)
 
 
 Michael J. Signorelli         1998(3) $ 93,590      -0-            -0-
 (Chairman, Chief Executive    1997    $245,875      -0-            -0-
 Officer, President            1996    $120,000      -0-          $67,600
 and Secretary)(2)             1995    $120,000      -0-            -0-
 
 
 Jeffrey L. Gilbert            1998(3) $ 81,891      -0-            -0-
 (former President and         1997    $222,999      -0-            -0-
 Chief Operating Officer)(4)   1996    $120,000      -0-            -0-
 
 
 LONG TERM COMPENSATION
 
 Name and                     Restricted  Securities            All
 Principal                    Stock       Underlying    LTIP    Other 
 Position               Year  Awards     Options/SARs   Payouts Compensation 
 
 
 Michael J. Signorelli  1998(3)  -0-          -0-         -0-   $90,117 (6)
 (Chairman, 
 Chief Executive        1997     -0-        775,000(6)    -0-     -0-
 Officer, President     1996     -0-          -0-         -0-     -0-
 and Secretary)(2)      1995  $67,600(5)    125,390(6)    -0-     -0-
                       
 
                          
 
 Jeffrey L. Gilbert     1998(3)  -0-         15,000       -0-   $46,568 (4)
 (former President and  1997     -0-        250,000(7)    -0-     -0-
 Chief Operating        1996     -0-          -0-  (7)    -0-     -0-
 Officer)(4)
 
 
 
 (1)See Footnote (5).  Management believes that the value of perquisites and
 other personal benefits, securities or property, distributed to executive
 officers of the Company individually or as a group during each of the years
 1995, 1996 and 1997 and the 1998 Transition Period did not exceed the
 lesser of $50,000 or 10% of such officer's individual salary and bonus for
 that period.  This table also does not include repayment of certain
 advances made to the Company by both Mr. Signorelli and certain members of
 his family.
 
 (2)Mr. Signorelli served as President of the Company from 1993 until August
 1997 and has been serving as President since Mr. Gilbert's resignation
 which was effective September 25, 1998.
 
 (3)Compensation for the 1998 Transition Period.  On April 1, 1998, the
 Company's Board of Directors determined to change the Company's fiscal year
 from a year ending on December 31, to a year ending on June 30.
 
 (4)Mr. Gilbert resigned as President and Chief Operating Officer and
 Director of the Company effective September 25, 1998.  Mr. Gilbert joined
 the Company as Executive Vice President and Chief Operating Officer on
 January 2, 1996.
 
 (5)Pursuant to a Restricted Stock Purchase Agreement dated August 27, 1995,
 Mr. Signorelli was granted a right to immediately purchase 4,193 shares of
 restricted Common Stock (the "Restricted Stock") at a purchase price of
 $2.39 per share.  Mr. Signorelli purchased the 4,193 shares for a $10,000
 promissory note on August 27, 1995.  The Company believes that for purposes
 of recording compensation in accordance with APB No. 25, the per share fair
 market value of the Company's Common Stock on August 27, 1995 was equal to
 $18.51.  Therefore, the difference between the aggregate fair market value
 on the date of grant and the purchase price of the Restricted Stock is
 includable in both Other Annual Compensation and Restricted Stock Awards of
 this table with respect to the Restricted Stock. 
 
 (6)Mr. Signorelli was granted certain stock options in 1995, which are
 included in this table.  In July 1997, these options were canceled and
 replaced by the grant of options to purchase (i) 117,647 shares of Common
 Stock for $2.00 per share and (ii) 657,353 shares of Common Stock for $3.50
 per share.  See "Stock Option Plan" and "Outstanding Stock Options and
 Restricted Stock." Other compensation for the 1998 Transition Period
 consists the vested portion of options granted in 1997 that were granted
 with an exercise price below the initial public offering value.
 
 (7)Mr. Gilbert was granted options to purchase 26,205 shares of Common Stock
 in 1995 prior to his becoming an executive officer of the Company.  In July
 1997, these options were canceled and replaced by the grant of options to
 purchase (i) 29,411 shares of Common Stock for $2.00 per share, and (ii)
 220,589 shares of Common Stock for $3.50 per share.  In January 1998 Mr.  
 Gilbert was granted options to purchase 15,000 shares of common stock at  
 $2.00 per share. See "Stock Option Plan" and "Outstanding Stock Options and  
 Restricted Stock." Other compensation for the 1998 Transition Period
 consists of the vested portion of options granted in the prior year that
 were granted with an exercise price below the initial public offering value.
 
 OPTIONS GRANT TABLE
 
 The following table sets forth certain information concerning the grant of
 stock options made to each of the named executive officers during the 1998
 Transition Period.
 
 
 OPTION GRANTS DURING THE 1998 TRANSITION PERIOD
 (Individual Grants)
 
 Name               Number of   Percent of                                   
                    Securities  total                              Market
                    Underlying  granted to                         Price on
                    Options     Employees     Exercise Expiration  date of
                    Granted     During 1998     Price    Date      Grant
 
 Michael J. Signorelli   -0-       -             -          -         --
 
 
 Jeffrey L. Gilbert    15,000     26.0%         $2.00   1/12/2008    $2.19
 

 
                                                   
 
 SIGNORELLI EMPLOYMENT AGREEMENT.
 
 General.       
 
 The Company and Mr. Signorelli entered into an Employment Agreement (the
 "Signorelli Employment Agreement"), dated effective January 2, 1996 (the
 "Effective Date"), as amended on June 30, 1997, pursuant to which Mr.
 Signorelli serves as the Chief Executive Officer of the Company.   The term
 of Mr. Signorelli's employment under the Signorelli Employment Agreement
 commenced on the Effective Date and will continue until September 23, 2002
 (the "Termination Date"), unless earlier terminated in accordance with the
 terms of the Signorelli Employment Agreement; subject to automatic one-year
 extensions unless written notice of either party's intention not to extend
 has been given to the other party at least six months prior to the
 expiration of the then-effective term (the "Employment Term").
 
 Pursuant to the Employment Agreement, the Company has agreed to pay Mr.
 Signorelli a base salary at the minimum annual rate of $120,000, which
 minimum annual rate increased to $200,000 on the closing of the Company's
 IPO and will increase to $240,000 on the date when the Mesquite Star opens
 for business.  The agreement also required that, upon the closing of the
 Company's IPO, the Company paid to Mr. Signorelli $75,000 as reimbursement
 of expenses advanced by Mr. Signorelli in connection with the conception
 and development of the Mesquite Star prior to January 2, 1996.  Mr.
 Signorelli's base salary may be increased (but not decreased) by the Board
 of Directors based upon performance review.  Following commencement of
 operations at the Mesquite Star, Mr. Signorelli is also entitled to
 participate in the Company's Executive Employee Bonus Plan described below. 
 Mr. Signorelli may also receive an additional discretionary bonus based on
 criteria established by the Board of Directors.  Mr. Signorelli will be
 entitled to participate in all employee pension and welfare benefit plans
 and programs made available to the Company's senior level executives.  Mr.
 Signorelli will also be entitled to reimbursement of expenses, car
 allowance, vacation, holidays and other perquisites in accordance with the
 Company's normal personnel policies for senior level executives of the
 Company, including, without limitation, complementary rooms at the Mesquite
 Star.  Mr. Signorelli is also permitted to continue to participate in PMJ
 Enterprises, Inc., which owns approximately 1.1 acres of land contiguous to
 the Mesquite Property, subject to any business opportunity with respect
 thereto being offered to and rejected by the Company.   Upon termination of
 the Signorelli Employment Agreement for any reason, the Signorelli
 Employment Agreement requires the Company to continue to provide health
 insurance coverage to Mr. Signorelli, at Mr. Signorelli's expense, for 24
 months following the termination date. 
 
 Payments Upon Termination of Employment.
 
 a.  Death or Disability.  Upon death or disability, Mr. Signorelli will be
 entitled to his accrued but unpaid base salary and bonus, continued
 applicable Company benefits for a one-year period and the right to exercise
 any vested stock options for a one-year period after termination.  In
 addition, the Signorelli Employment Agreement requires that the Company
 acquire and maintain a policy of life insurance in the face amount equal to
 12 months' base salary (determined as if the Mesquite Star were open for
 business) covering the life of Mr. Signorelli. 
 
 b.  Termination for Cause.  If Mr. Signorelli is terminated "for cause," as
 defined in the Signorelli Employment Agreement, he is entitled to his
 unpaid base salary through the expiration of a 30-day notice period, but
 would not be entitled to any further payments.
 
 c.  Termination for Nonsuitability.  Upon termination of Mr. Signorelli's
 employment for failure to meet the licensing requirements or finding of
 suitability as set forth in Nevada's gaming law or any other applicable
 licensing laws, and, contingent upon Mr. Signorelli's and the Company's
 signing a mutual written general release, Mr. Signorelli will be paid his
 base salary through the termination date, and an amount equal to 25 months
 of base salary, determined at the annual rate of $200,000.
 
 d.  No Termination "Without Cause."  Until the Mesquite Star is open and
 operating, the Company cannot dismiss or terminate Mr. Signorelli for any
 reason other than as a result of death or disability, for cause, or as a
 result of a failure to satisfy licensing requirements.  After the Mesquite
 Star is open and operating, Mr. Signorelli's employment with the Company
 may be terminated without cause upon 60 days' prior written notice.  Upon
 termination of Mr. Signorelli's employment without cause, and contingent
 upon Mr. Signorelli's signing a release, Mr. Signorelli is entitled to
 receive as liquidated damages (i) his base salary through the termination
 date, (ii) any bonus, and all other benefits and amounts to which Mr.
 Signorelli is entitled, or would be entitled but for the acceleration of
 the termination date, through the balance of his employment term, and (iii)
 the immediate vesting of Mr. Signorelli's stock options as of the
 termination date.      

 e.  Termination of Mr. Signorelli for Good Reason.  Upon termination of Mr.
 Signorelli's employment for "good reason" (as defined in the Signorelli
 Employment Agreement) and, contingent upon the Company's and Mr.
 Signorelli's signing a release, Mr. Signorelli would be entitled to the
 following: (i) his base salary through the termination date, (ii) an
 additional amount equal to 12 months of base salary, (iii) a pro rata
 portion of any bonus to which Mr. Signorelli would otherwise be entitled
 for the year in which such termination occurs, (iv) all other benefits and
 amounts to which Mr. Signorelli is entitled or would be entitled for six
 months, and (v) the immediate vesting of all of Mr. Signorelli's stock
 options.  The definition of "good reason" includes Mr. Signorelli's failure
 to be elected to serve on or removal from the Board for any reason other
 than death or disability. 
 
 f.  Termination Upon Change of Control.  Upon termination of Mr.
 Signorelli's employment upon a change in control of the Company, and
 contingent upon Mr. Signorelli's and the Company's signing a release, Mr.
 Signorelli is entitled to receive (i) all benefits which would be due to
 him under clauses (i) through (iv) of paragraph e. above, or the amounts
 specified in clauses (i) and (ii) of paragraph d. above, whichever is
 greater, (ii) the immediate vesting of all stock options, and (iii) any
 amount of Mr. Signorelli's base salary accrued and unpaid through the
 termination date and an additional amount equal to Mr. Signorelli's base
 salary in lieu of unused vacation pay. 
 
 GILBERT EXECUTIVE SEVERANCE AGREEMENT.
 
 Mr. Gilbert resigned as President and Chief Operating Officer and as a
 director of the Company effective September 25, 1998.  Mr. Gilbert will,
 however, continue to serve NevStar as a consultant to assist the Company in
 certain projects and transitional matters.  The Company and Mr. Gilbert
 entered into an Executive Severance Agreement (the "Severance Agreement")
 effective as of September 25, 1998.  Pursuant to the Severance Agreement,
 the Employment Agreement between Mr. Gilbert and the Company dated
 January 2, 1996, as amended, pursuant to which Mr. Gilbert had served as
 the President and Chief Operating Officer of the Company and initial
 General Manager of the Mesquite Star was terminated effective September 25,
 1998.  Mr. Gilbert has agreed to certain restrictions on his ability to
 disclose confidential and proprietary information with regard to the
 Company.  In addition, Mr. Gilbert and the Company agreed to release each
 other from claims arising out of or in connection with Mr. Gilbert's
 employment with the Company.
 
 As part of Mr. Gilbert's Severance Agreement he will receive $100,000 in
 severance compensation payable during the six-month period commencing
 September 25, 1998 (the "Severance Period").  During the Severance Period
 Mr. Gilbert will continue to participate in all employee pension and
 welfare benefit plans and programs for the Company's senior level
 executives as a group or its employees generally.  In addition, the 220,589
 stock options granted to Mr. Gilbert under the Company's 1997 Stock
 Incentive Plan became fully vested on September 25, 1998 and the 265,000
 options held by Mr. Gilbert shall remain exercisable until their respective
 expiration dates, notwithstanding Mr. Gilbert's termination of employment.
 During the Severance Period, Mr. Gilbert will be entitled to receive a
 $1,000 monthly automobile allowance.  Effective as of September 25, 1998,
 the Company has assigned to Mr. Gilbert the "Key Man" term life insurance     
 policy held by the Company. The Company will pay premiums due on the policy   
 through March 25, 1999. 
 
 EXECUTIVE EMPLOYEE BONUS PLAN.  The Company's Board is considering the
 adoption of an Executive Employee Bonus Plan (the "Plan"), which will
 relate to the Company's financial performance, and provide incentives to
 the executives participating in the Plan.  Upon implementation, the Plan
 will entitle a specified group of executives to each receive an annual cash
 bonus ("Bonus") equal to a percentage of the Company's EBITDA.  It is
 proposed that the Plan will use a sliding scale approach measured against a
 targeted budget number (the "Budget"), with an increased percentage of
 EBITDA paid to each executive participating in the Plan as the Budget is
 met and exceeded.  Bonuses are intended to provide executives with an
 opportunity to receive additional cash compensation based upon the
 financial performance of the Company.  Messrs. Signorelli would be entitled
 to participate in the Plan under the terms of the Signorelli Employment
 Agreement.  
 
 STOCK OPTION PLAN.
 
 1997 Stock Incentive Plan.  The Company's 1997 Stock Incentive Plan (the
 "1997 Plan") is intended to serve as the successor equity incentive program
 to the Company's 1993 Stock Option and Compensation Plan (the "Predecessor
 Plan").  The 1997 Plan became effective on July 1, 1997 upon adoption by
 the Board of Directors and has been approved by the stockholders. 
 1,266,994 shares of Common Stock have initially been authorized for
 issuance under the 1997 Plan.  However, in no event may any one participant
 in the 1997 Plan receive option grants or direct stock issuances for more
 than 200,000 shares in the aggregate per year in or after the calendar year
 2000. 
 
 Outstanding options under the Predecessor Plan were incorporated into the
 1997 Plan and no further option grants will be made under the Predecessor
 Plan.  The incorporated options will continue to be governed by their
 existing terms, unless the Plan Administrator elects to extend one or more
 features of the 1997 Plan to those options.  
 
 The 1997 Plan is divided into two separate components: (i) the
 Discretionary Option Grant Program under which eligible individuals in the
 Company's employ or service (including officers, non-employee Board members
 and consultants) may, at the discretion of the Plan Administrator, be
 granted options to purchase shares of Common Stock at an exercise price (at
 any date after the Offering) not less than 100% of their fair market value
 on the grant date, and (ii) the Stock Issuance Program under which such
 individuals may, in the Plan Administrator's discretion, be issued shares
 of Common Stock directly, through the purchase of such shares at a price
 not less than 100% of their fair market value at the time of issuance or as
 a bonus tied to the performance of services. 
 
 The Discretionary Option Grant Program and the Stock Issuance Program are
 administered by the Compensation Committee.  The Compensation Committee as
 Plan Administrator has complete discretion to determine which eligible
 individuals are to receive option grants or stock issuances, the time or
 times when such option grants or stock issuances are to be made, the number
 of shares subject to each such grant or issuance, the status of any granted
 option as either an incentive stock option or a non-statutory stock option
 under the federal tax laws, the vesting schedule to be in effect for the
 option grant or stock issuance and the maximum time for which any granted
 option is to remain outstanding. 
 
 Under the Stock Issuance Program, participants may, in the Plan
 Administrator's discretion, be issued shares of Common Stock directly, in
 exchange for cash or as a bonus for past services, at a price equal to the
 fair market value of the shares on the date of issuance.  The shares may,
 in the Plan Administrator's discretion, be fully and immediately vested
 upon issuance or may vest in one or more installments over the
 participant's period of service or upon specified performance objectives. 
 Should a participant's service with the Company cease before the
 individual's shares have vested, then any unvested shares will be
 surrendered to the Company and canceled at that time.  However, any
 unvested shares will vest fully and immediately upon certain changes in the
 ownership or control of the Company.  
 
 The exercise price for the shares of Common Stock subject to option grants
 made under the Plan may be paid in cash or in shares of Common Stock valued
 at fair market value on the exercise date.  The option may also be
 exercised through a same-day sale program without any cash outlay by the
 optionee.  In addition, the Plan Administrator may authorize the Company to
 provide financial assistance to one or more optionees in the exercise of
 their outstanding options by allowing such individual to deliver a full-
 recourse, interest-bearing promissory note in payment of the exercise price
 and any associated withholding taxes incurred in connection with such
 exercise.
 
 In the event that the Company is acquired by merger or asset sale, each
 outstanding option under the Discretionary Option Grant Program which is
 not to be assumed by the successor corporation will automatically
 accelerate in full, and all unvested shares under the Stock Issuance
 Program will immediately vest, except to the extent the Company's
 repurchase rights with respect to those shares are to be assigned to the
 successor corporation.  The Plan Administrator will have the authority
 under the Discretionary Option Grant and Stock Issuance Programs to grant
 options and to structure repurchase rights so that the shares subject to
 those options or repurchase rights will automatically vest in the event the
 individual's service is terminated, whether involuntarily or through a
 resignation for good reason, within 18 months following (i) a merger or
 asset sale in which those options are assumed or those repurchase rights
 are assigned or (ii) a hostile change in control of the Company effected by
 a successful tender offer for more than 50% of the outstanding voting stock
 or by proxy contest for the election of Board members. 
 
 Stock appreciation rights are authorized for issuance under the
 Discretionary Option Grant Program which provide the holders with the
 election to surrender their outstanding options for an appreciation
 distribution from the Company equal to the excess of (i) the fair market
 value of the vested shares of Common Stock subject to the surrendered
 option over (ii) the aggregate exercise price payable for such shares. 
 Such appreciation distribution may be made in cash or in shares of Common
 Stock.  There are currently no outstanding stock appreciation rights.  
 
 The Plan Administrator has the authority to effect the cancellation of
 outstanding options under the Discretionary Option Grant Program (including
 options incorporated from the Predecessor Plan) in return for the grant of
 new options for the same or different number of option shares with an
 exercise price per share based upon the fair market value of the Common
 Stock on the new grant date. 
 
 The Board may amend or modify the 1997 Plan at any time.  The 1997 Plan
 will terminate on July 1, 2007, unless sooner terminated by the Board.  As
 of June 30, 1998 1,235,096 options have been granted under or incorporated    
 into and are outstanding under the 1997 Plan. 
 
 OPTION HOLDINGS AND VALUES
 
 The following table sets forth the number and value of securities
 underlying options held by each of the named executive officers.
 
 JUNE 30, 1998 OPTION VALUES(1)
 
                         Number of Securities        Value of Unexercised
                         Underlying Unexercised      In-the-Money Options
                       Options at June 30, 1998(2)    at June 30, 19983
 
 Name                  Exercisable  Unexercisable  Exercisable Unexercisable
 
 Michael J. Signorelli(4) 131,471      643,529       $ -0-        $132,941
 Jeffrey L. Gilbert(5)     59,118      205,882       $16,950      $ 33,234
 
 (1) No options or Stock Appreciation Rights (SARs) were exercised by any
 Company employee during the 1998 Transition Period; No outstanding SARs are
 held by any employee or director of the Company.
 
 (2) The sum of the numbers under the Exercisable and Unexercisable columns
 of this heading represents each named executive officer's total outstanding
 options.
 
 (3) The dollar amounts shown under the Exercisable and Unexercisable
 columns of this heading represent the number of exercisable and
 unexercisable options, respective, multiplied by the difference, if any,
 between the value of the Common Stock on June 30, 1998, which was
 $3.13 per share, and the exercise price of the options.
 
 (4) In July 1997, options granted under a prior plan were canceled and
 replaced by the grant of options to purchase (i) 117,647 shares of Common
 Stock for $2.00 per share and (ii) 657,353 shares of Common Stock for $3.50
 per share.  See "Stock Option Plan" and "Outstanding Stock Options and
 Restricted Stock."  117,647 of Mr. Signorelli's options became exercisable
 on July 1, 1998, upon the opening of the Mesquite Star.  See "Outstanding
 Stock Options and Restricted Stock."
 
 (5) In July 1997, options granted under a prior plan were canceled and
 replaced by the grant of options to purchase (i) 29,411 shares of Common
 Stock for $2.00 per share, and (ii) 220,589 shares of Common Stock for
 $3.50 per share.  On January 18, 1998, Mr. Gilbert was granted immediately
 exercisable options to purchase 15,000 shares of Common Stock at $2.19 per
 share.  See "Stock Option Plan" and "Outstanding Stock Options and
 Restricted Stock."  29,411 of Mr. Gilbert's options became exercisable on
 July 1, 1998, upon the opening of the Mesquite Star.  Mr. Gilbert's
 remaining options became fully exercisable effective September 25, 1998
 pursuant to the Severance Agreement.  See "Gilbert Executive Severance
 Agreement" and "Outstanding Stock Options and Restricted Stock."
 
 COMPENSATION OF DIRECTORS.  Directors receive no additional compensation
 for services as a director except that non-employee directors of the
 Company are reimbursed for their expenses incurred and grants of Stock
 options pursuant to the Company's 1997 Stock Incentive Plan.  See
 "EXECUTIVE COMPENSATION - STOCK OPTION PLAN."
 
 Outstanding Stock Options and Restricted Stock.  The Company has granted to
 Mr. Signorelli pursuant to the 1997 Plan, (i) a non-qualified  option to
 purchase 117,647 shares of the Company's Common Stock at an option price of
 $2.00 per share which vested upon the opening of the Mesquite Star on July
 1, 1998 and (ii) an incentive stock option to purchase 657,353 shares of
 the Company's Common Stock at an option price of $3.50 per share which
 vests 20% per year over five years or earlier if the Company achieves
 revenues of $30,000,000 or $5,000,000 EBITDA in any fiscal year.  Mr.
 Signorelli purchased 4,193 shares of restricted stock for a $10,000
 promissory note on August 27, 1995.  The exercise of Mr. Signorelli's
 option shares is contingent upon Mr. Signorelli's continued employment with
 the Company.  Mr. Signorelli is permitted to exercise all or a portion of
 the 775,000 option shares by (i) surrendering some of his 4,193 shares of
 restricted Stock to the Company at their fair market value as of the
 exercise date; and (ii) delivering a promissory note to the Company for the
 balance of the exercise price. 
 
 The Company granted to Mr. Gilbert pursuant to the 1997 Plan, (i) a non-
 qualified  option to purchase 29,411 shares of the Company's Common Stock
 at an option price of $2.00 per share, which vested upon the opening of the
 Mesquite Star on July 1, 1998, and (ii) an incentive stock option to
 purchase 220,589 shares of the Company's Common Stock at an option price of
 $3.50 per share which vested in full effective September 25, 1998 pursuant
 to the Severance Agreement.  See "Gilbert Executive Severance Agreement." 
 Mr. Gilbert was also granted an option to purchase 15,000 shares of the
 Company's Common Stock at an option price of $2.00 per share, exercisable
 immediately, on January 13, 1998.
 
 On December 11, 1997, the Company granted each of Dr. Tam and Mr. Meehan an
 option exercisable until December 11, 2007 to purchase 12,500 shares of
 Common Stock at a per share exercise price of $2.03.  This option is
 exercisable after December 11, 1998 provided that (i) Dr. Tam or Mr. Meehan
 has, respectively, continued to serve as a director of the Company or at
 least agreed to serve and (ii) the Company's shareholders have approved an
 increase in the number of shares of Common Stock issuable under the
 Company's 1997 Stock Incentive Plan by at least the amount of shares
 subject to this option.
 
 On February 2, 1998, Brent Duncan, Chief Financial Officer and Treasurer of
 the Company; was granted pursuant to the Plan an incentive stock option to
 purchase 25,000 shares of the Company's Common Stock at an option price of
 $2.50 per share.  The option vests in three equal annual installments
 beginning February 2, 1999, or entirely in the event the Company achieves     
 annual revenues of $30,000,000 or $5,000,000 EBITDA.

 ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
 PRINCIPAL STOCKHOLDERS OF THE COMPANY.  The following table sets forth
 certain information as of October 1, 1998, regarding beneficial ownership
 of the Company's Common Stock by (i) each person who is known by the
 Company to own beneficially more than five percent of the Company's
 outstanding Common Stock, (ii) each of the Company's directors and
 nominees, and executive officers, and (iii) the directors and executive
 officers of the Company as a group.  Unless otherwise provided, the
 percentages set forth in this Section are calculated with respect to each
 person as follows: (i) using a denominator equal to the amount of
 outstanding Common Stock plus, for each person, any Common Stock that
 person has the right to acquire within 60 days pursuant to options,
 warrants, conversion privileges and other rights; and (ii) using a
 numerator equal to any Common Stock actually owned by that person plus any
 Common Stock that person has the right to acquire within 60 days pursuant
 to options, warrants, conversion privileges and other rights.  
  
 Title of    Name and Address              Number of          Ownership
 Class       of Beneficial Owner           Shares             Percentage(1)
                                           Beneficially
                                           Owned
 Common      Richard Tam                    901,874 (2)           20.6%
             2140 W. Charleston Blvd.    
             Las Vegas, NV 89012
  
 Common      Interworld Group LLC           901,874 (2)           20.6%
             2140 W. Charleston Blvd.
             Las Vegas, NV 89012
 
 Common      Valley Star, LLC               901,874 (2)           20.6%
             2140 W. Charleston Blvd.
             Las Vegas, NV 89102
 
 Common      Richard Roy Kelley             549,007 (3)           12.7%
             2375 Kuhio Avenue
             Honolulu, HI 96815-2939
 
 Common      Jeffrey L. Gilbert             265,000 (4)            1.1%
             313 Pilot Road, Suite B
             Las Vegas, NV 89119
 
 Common      James D. Meehan                  6,250 (5)             *
             313 N. Birch St., 1st Flr.
             Santa Ana, CA 92701
 
 Common      Michael J. Signorelli          121,840 (6)            2.9%
             313 Pilot Road, Suite B
             Las Vegas, NV 89119
 
 Common      Directors and Executive      1,294,964 (2)(4)(5)(6)  27.2%
             Officers as a Group
      (1) The amount of outstanding securities included in calculating the
 percentages is 3,936,020 shares of outstanding Common Stock.
 
     (2) As reported by Dr. Tam, Interworld Group, LLC and Valley Star, LLC
 in their Schedule 13D dated April 8, 1998 filed with the Securities Exchange  
 Commission and based upon the Company's records, includes (i)220,338 shares  
held of record by Interworld Group, LLC, of which Dr. Tam is  the controlling  
managing member, (ii) 185,515 shares held directly by Dr. Tam, (iii) 50,057   
shares held of record by Valley Star, LLC, of which Dr. Tam is the  
controlling managing member, (iv) a warrant to purchase 200,000
 shares held by Dr. Tam, currently exercisable at a price of $2.75 per share
 until August 13, 2002, (v) a warrant to purchase 79,839 shares held by Dr.
 Tam, currently exercisable at a price of $0.25 per share until September
 23, 2002, (vi) a warrant to purchase 37,500 shares held by Dr. Tam,
 currently exercisable at a price of $2.00 per share until March 31, 2003 and
 (vii) a warrant to purchase 20,000 shares held by Dr. Tam, currently
 exercisable at a price of $2.00 per share until September 23, 2002.  Also
 includes (viii) warrants to purchase 62,500 shares held by Dr. Tam, currently
 exercisable at a price of $2.50 per share until June 3, 2003, (ix) warrants
 to purchase 16,125 shares held by Dr. Tam, currently exercisable at a price
 of $2.50 per share until September 30, 2003, (x) warrants to purchase
 30,000 shares held by Dr. Tam, currently exercisable at a price of $2.00
 per share until September 30, 2003. Does not include an option to purchase    
 12,500 shares held by Dr. Tam at a price of $2.05 per share that will become   
 exercisable upon the following (i) approval of an increase in the shares    
 subject to the Company's 1997 Stock Incentive Plan, and (ii) Dr. Tam serving   
 as a director through December 10, 1998.
 
     (3) As reported by Dr. Kelley in his Schedule 13D dated April 10, 1998,
 filed with the Securities Exchange Commission and based upon the Company's    
 records, includes (i) 166,882 shares held directly by Dr.  Kelley, (ii) a    
 warrant to purchase 200,000 shares held by Dr. Kelley,  currently exercisable  
 at a price of $2.75 per share until August 13, 2002,  (iii) a warrant to    
 purchase 37,500 shares held by Dr. Kelley, currently  exercisable at a price   
 of $2.00 per share until March 31, 2003, and (iv) a  warrant to purchase    
 36,000 shares held by Dr. Kelley, currently exercisable  at a price of $5.50   
 per share until September 18, 2002. (v) warrants to purchase 62,500 shares    
 held by Dr. Kelley, currently  exercisable at a price of $2.50 per share    
 until June 3, 2003, (vi) warrants to purchase 16,125 shares held by Dr.    
 Kelley, currently exercisable at a price of $2.50 per share until September    
 30, 2003, (vii) warrants to  purchase 30,000 shares held by Dr. Kelley,    
 currently exercisable at a price of $2.00 per share until September 30, 2003.
 
     (4) Includes options to purchase 15,000 shares of Common Stock at a
 price of $2.19, currently exercisable until January 12, 2008; options to
 purchase 29,411 shares of Common Stock at a price of $2.00 per share
 currently exercisable until June 30, 2007; and options to purchase 220,589
 shares of Common Stock at a price of $3.50 per share, currently exercisable
 until June 30, 2007.  See "MANAGEMENT - Outstanding Stock Options and
 Restricted Stock."
 
 
    (5) Includes 6,250 shares of Common Stock held by the Meehan Family
 Trust of which Mr. Meehan is Trustee.  Does not include an option to
 purchase 12,500 shares held by Mr. Meehan at a price of $2.05 per share
 that will become exercisable upon the following (i) approval of an increase
 in the shares subject to the Company's 1997 Stock Incentive Plan, and (ii)
 Mr. Meehan serving as a director through December 10, 1998.
 
     (6) Includes 4,193 shares of restricted stock held by Mr. Signorelli      
 and options to purchase 117,647 shares of common stock at a price of $2.00    
 per share, currently exercisable until June 30, 2007.  See "MANAGEMENT -      
 outstanding Stock Options and Restricted  Stock."
 
      *  Less than one percent
 
 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 The following is a brief description of certain relationships and related
 transactions.
 
 KELLEY/TAM LOANS.  Dr. Richard Tam is a director and principal stockholder
 of the Company and Dr. Richard Kelley is a principal stockholder of the
 Company.  The loan transactions between the Company and Drs. Kelley and Tam
 are described in "Item 1. Description of Busines - Kelley Loan" which
 description is incorporated herein by reference.  The principal amount
 of the Kelley Loan was approximately $7,285,000 at June 30, 1998. 
 
 In consideration of the August 1997 extension of the Kelley Loan, each of
 Drs. Kelley and Tam has been granted a warrant to purchase 200,000 shares
 of Common Stock of the Company at the purchase price of $2.75 per share. 
 All other warrants, options or equity or conversion rights held by Drs.
 Kelley and Tam pursuant to the Kelley Loan, as of the date of issuance of
 the 200,000 share warrant, were relinquished.   
 
 In addition, in connection with the August 1997 extension of the Kelley
 Loan, the Company paid Drs. Kelley and Tam a loan fee of $475,000 in the
 form of a secured note payable to Drs. Kelley and Tam. Concurrent with the
 closing of the Company's initial public offering in September, 1997,
 $450,000 of principal of the note was waived. 
 
 On March 31, 1998, Drs. Kelley and Tam executed a financing commitment to
 lend to the Company up to $1,000,000 and were each issued warrants to
 purchase 37,500 shares of Common Stock, currently exercisable at a price of
 $2.00 per share until March 31, 2003.
 
 On June 12, 1998, Drs. Kelley and Tam executed a second financing
 commitment to lend the Company up to $1,000,000.  As consideration
 therefor, the Company granted to each of Drs. Kelley and Tam warrants to
 purchase 62,500 shares of Common Stock of the Company currently exercisable
 at an exercise price of $2.50 per share until June 3, 2003.
 
 On September 30, 1998 a letter of commitment was entered into with Drs.
 Kelley and Tam replacing the March 31, 1998 and June 12, 1998 commitments
 (see Note 4 to the Company's Financial Statements).  As consideration for
 the commitment and the initial advance of 400,000 on October 1, 1998, the
 Company granted to each  of Drs. Kelley and Tam 16,125 warrants to purchase
 shares of the Company's Common Stock currently exercisable at a purchase
 price of $2.50 per share until September 30, 2003 and 30,000 warrants to
 purchase shares of the Company's Common Stock currently exercisable at a
 purchase price of $2.00 per share until September 30, 2003.  For each
 additional $100,000 advance, each of Drs. Kelley and Tam will receive 7,500
 warrants to purchase shares of Common Stock at $2.00 per share.
 
 PURCHASE OF PMJ ENTERPRISES, INC.'S SHARES BY DRS. KELLEY AND TAM.  In May
 1997, Drs. Kelley and Tam purchased from PMJ Enterprises, Inc. a total of
 280,398 shares of Common Stock of the Company, with Dr. Kelley purchasing
 60,060 shares and Dr. Tam purchasing 220,338 shares.  The purchase price
 per share was $1.68 for an aggregate purchase price of $472,057.50.  PMJ
 Enterprises, Inc. agreed to an extension of the PMJ Debt until September
 24, 1999 in connection with Drs. Kelley's and Tam's purchase of such
 shares.  See "ITEM 1.  Business - PMJ Debt."
 
 THE COMPANY'S OPTION TO PURCHASE AN INTEREST IN NORTH LAS VEGAS REAL
 PROPERTY FROM DESERT MESA LAND PARTNERS, LTD.  Pursuant to the Option
 Agreement, as amended, between the Company, Desert Mesa and High Mesa,
 Desert Mesa has granted the Company an option to purchase from Desert Mesa
 an indirect 20% ownership interest in the North Las Vegas Property until
 December 31, 1998.  Desert Mesa's general partner is a Nevada corporation
 in which Dr. Tam is an officer and a 35% stockholder.  Dr. Tam is also an
 officer and 52.7% stockholder of High Mesa.  See "Item 1. BUSINESS - North
 Las Vegas Property."
 
 The Company believes that all of the above transactions were made on terms
 no less favorable to the Company than those available from unaffiliated
 parties.  The Company plans to engage in transactions with officers,
 directors and stockholders, if at all, in the future, on terms no less
 favorable to the Company than those which would be available from
 unaffiliated parties and subject to the approval of a majority of the
 disinterested independent members of the Company's Board of Directors.
 
 ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K.
 
 (a) EXHIBITS
 
 Exhibit 3 - Articles of Incorporation and By-Laws
 
 3.1.  Restated Articles of Incorporation of the Company, filed October 3,
 1995 (filed as Exhibit 3.2 to Pre-Effective Amendment No. 2 to Registration
 Statement No. 333-518-LA and incorporated herein by reference)
 
 3.2.  Certificate of Amendment to Restated Articles of Incorporation of the
 Company, filed September 18, 1997 (filed as Exhibit 3.2.1 to Amendment No.
 5 to Registration Statement No. 333-518-LA and incorporated herein by
 reference)
 
 3.3.  Bylaws of the Company, dated December 2, 1993 (filed as Exhibit 3.3
 to Amendment No. 2 to Registration Statement No. 333-518-LA and
 incorporated herein by reference)
 
 3.4.  Certificate of Amendment to Bylaws of the Company, dated July 23,
 1997 (filed as Exhibit 3.4 to Amendment No. 5 to Registration Statement No.
 333-518-LA and incorporated herein by reference)
 
 Exhibit 10 - Material Contracts
 
 10.1  Employment Agreement between Mr. Signorelli and the Company, dated    
       January 2, 1996 (filed as Exhibit 10.67 to Amendment No. 2 to         
       Registration Statement No. 333-518-LA and incorporated herein by      
       reference)
 
 10.2  First Amendment of Employment Agreement between Michael J. Signorelli 
       and the Company, dated June 30, 1997 (filed as Exhibit 10.110 to      
       Amendment No. 5 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.3  Employment Agreement between Jeffrey L. Gilbert and the Company,
       dated January 2, 1996 (filed as Exhibit 10.68 to Amendment No. 2 to   
       Registration Statement No. 333-518-LA and incorporated herein by      
       reference)
 
 10.4  First Amendment of Employment Agreement between Jeffrey L. Gilbert
       and the Company, dated June 28, 1996 (filed as Exhibit 10.106 to
       Amendment No. 4 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.5  Second Amendment of Employment Agreement between Jeffrey L. Gilbert   
       and the Company, dated August 13, 1996 (filed as Exhibit 10.107 to    
       Amendment No. 4 to Registration Statement No.333-518-LA and
       incorporated herein by reference)
 
 10.6  Third Amendment of Employment Agreement between Jeffrey L. Gilbert    
       and the Company, dated February 24, 1997 (filed as Exhibit 10.108 to  
       Amendment No. 4 to Registration Statement No. 333-518-LA and
 
 10.7  Fourth Amendment of Employment Agreement between Jeffrey L. Gilbert   
       and the Company, dated June 30, 1997 (filed as Exhibit 10.109 to      
       Amendment No. 5 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.8  Standard Form Agreement between Owner and Architect (the Company and  
       Rissman & Rissman Associates), dated August 23, 1994 (filed as        
       Exhibit 10.60 to Amendment No. 2 to Registration Statement No. 333-   
       518-LA and incorporated herein by reference)
 
 10.9  Standard Form of Agreement between Owner and Contractor (the Company  
       and A.F. Construction Company), dated August 30, 1994 (filed as       
       Exhibit 10.61 to Amendment No. 2 to Registration Statement No. 333-   
       518-LA and incorporated herein by reference)
 
 10.10 Warrant Agent Agreement, dated September 18,1997, between the Company 
       and American Stock Transfer & Trust Company (filed as Exhibit 4.8 to  
       Amendment No. 5 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.11 1997 Stock Incentive Plan (filed as Exhibit 10.103 to Amendment No. 5 
       to Registration Statement No. 333-518-LA and incorporated herein by   
       reference)
 
 10.12 Convertible Loan Agreement dated August 14, 1995 between the Company  
       and Richard Kelley (filed as Exhibit 10.51 to Amendment No. 2 to      
       Registration Statement No. 333-518-LA and incorporated herein by
       reference)
 
 10.13 Amended and Restated Convertible Loan Agreement dated April 18, 1996  
       among the Company, Richard R. Kelley and Richard Tam (filed as
       Exhibit 10.78 to Amendment No. 2 to Registration Statement No. 333-
       518-LA and incorporated herein by reference)
 
 10.14 Participation and Intercreditor Agreement, dated April 18, 1996,
       between Richard Kelley and Richard Tam (filed as Exhibit 10.53 to
       Amendment No. 2 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.15 Stock Purchase Agreement dated as of May 9, 1997 by and between the   
       Company, PMJ Enterprises, Inc., Patrick J. Shannon, Dr. Richard Roy   
       Kelley and Richard Tam (filed as Exhibit 10.111 to Registration       
       Statement No. 333-518-LA and incorporated herein by reference)
 
 10.16 First Amendment to Amended and Restated Convertible Loan Agreement    
       between the Company and Richard R. Kelley dated July 17, 1997 (filed  
       as Exhibit 10.123 to Amendment No. 6 to Registration Statement No.    
       333-518-LA and incorporated herein by reference)
 
 10.17 Intercreditor Agreement by and among Richard Kelley, Richard Tam and  
       PMJ Enterprises, Inc., dated May 1997
 
 10.18 Option Agreement between the Company and Desert Mesa Land Partners,   
       Ltd., a Nevada limited partnership dated April 23, 1996 (filed as
       Exhibit 10.84 to Amendment No. 2 to Registration Statement No. 333-
       518-LA and incorporated herein by reference)
 
 10.19 First Amendment dated April 30, 1997 to Option Agreement between the  
       Company and Desert Mesa Land Partners, Ltd., and High Mesa
       Development, Inc., dated April 23, 1996 (filed as Exhibit 10.117 to
       Amendment No. 5 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.20 Second Amendment dated September 8, 1997 to Option Agreement between  
       the Company and Desert Land Partners, Ltd. and High Mesa Development, 
       Inc.(filed as Exhibit 10.20 to Form 10-KSB filed April 15, 1998 and
       incorporated herein by reference)
 
 10.21 Third Amendment, dated March 15, 1998 to Option Agreement and
       Amendment to Note between the Company and Desert Land Partners, Ltd.
       and High Mesa Development, Inc. (filed as Exhibit 10.21 to Form 10-
       KSB filed April 15, 1998 and incorporated herein by reference)
 
 10.22 Operating Lease Commitment for $2,100,000 dated April 10, 1996
       between the Company and PDS Financial Corporation (filed as
       Exhibit 10.87 to Amendment No. 2 to Registration Statement No. 333-
       518-LA and incorporated herein by reference)
 
 10.23 Equipment Financing Commitment dated March 12, 1996 between the
       Company and PDS Financial Corporation (filed as Exhibit 10.88 to
       Amendment No. 2 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.24 Operating Lease Commitment for $700,000 dated March 29, 1996 between
       the Company and PDS Financial Corporation (filed as Exhibit 10.94 to
       Amendment No. 2 to Registration Statement No. 333-518-LA and
       incorporated herein by reference)
 
 10.25 Construction Loan Agreement between First Credit Bank and the Company 
       dated January 27, 1998(filed as Exhibit 10.25 to Form 10-KSB filed
       April 15, 1998 and incorporated herein by reference)
 
 10.26 Master Lease Agreement between IGT and the Company, dated April 8,
       1998 (filed as Exhibit 10.26 to Form 10-KSB filed April 15, 1998 and  
      incorporated herein by reference)
 
 10.27 Lease Agreement between Casino Excitement, Inc. dba Mikohn Lighting & 
       Sign and the Company dated as of February 9, 1998 (filed as Exhibit
       10.27 to Form 10-KSB filed April 15, 1998 and incorporated herein by
       reference) 
 
 10.28 Financing Commitment Letter dated March 31, 1998 by Richard Kelley
       and Richard Tam (filed as Exhibit 10.1 to Form 10-QSB filed May 15,
       1998 and incorporated herein by reference)
 
 10.29 Financing Commitment Letter dated April 27, 1998 by Sam Hon (filed as 
       Exhibit 10.2 to Form 10-QSB filed May 15, 1998 and incorporated
       herein by reference)
 
 10.30 First Amendment to Construction Loan Agreement between First Credit
       Bank and the Company dated June 17, 1998 (filed as Exhibit 10.30 to
       Form 10-KSB filed October 14, 1998 and incorporated herein by
       reference)
 
 10.31 Amendment dated August 25, 1998 to Hon Financing Commitment Letter
       (filed as Exhibit 10.31 to Form 10-KSB filed October 14, 1998 and
       incorporated herein by reference)
 
 10.32 Loan Agreement dated September 30, 1998 by and between the Company
       and Richard Kelley and Richard Tam (filed as Exhibit 10.32 to Form
       10-KSB filed October 14, 1998 and incorporated herein by reference)
 
 10.33 Letter Agreement dated May 14, 1998 by and between the Company and
       A.F. Construction Company, Inc. (filed as Exhibit 10.33 to Form 10-
       KSB filed October 14, 1998 and incorporated herein by reference)
 
 10.34 Conditional Loan Commitment dated September 30, 1998 between the
       Company and CNB Capital, Inc.*
 
 10.35 Fourth Amendment, dated September     , 1998 to Option Agreement and
       Amendment to Note between the Company and Desert Land Partners, Ltd.
       and High Mesa Development, Inc. (filed  as Exhibit 10.35 to
       Form 10-KSB filed October 14, 1998 and incorporated herein by
       reference)
 
 10.36 Executive Severance Agreement dated September 25, 1998, by and
       between the Company and Jeffrey L. Gilbert (filed as Exhibit 10.36 to
       Form 10-KSB filed October 14, 1998 and incorporated herein by       
       reference)
 
 10.37 Lease Agreement dated April 23, 1998 between the Company and PDS        
       Financial Corporation*

 10.38 Lease Addendum V dated June 17, 1998 and lease commitment dated April   
       6, 1998 between the Company and Telerent Leasing Corporation * 

 *Filed herewith.
 <PAGE>
                                          SIGNATURES
 
 In accordance with Section 13 or 15(d) of the Securities Exchange Act of
 1934, the Registrant caused this report to be signed on its behalf by the
 undersigned, thereunto duly authorized, on the 27th day of October, 1998.
 
                           NEVSTAR GAMING & ENTERTAINMENT CORPORATION
             
 
 
 
                               By: /s/ MICHAEL J. SIGNORELLI                  
                                   Michael J. Signorelli
                                   Chairman of the Board, President, 
                                   Secretary and Chief Executive Officer
 
 
      In accordance with the requirements of the Securities Exchange Act of
 1934, this report has been signed below by the following persons who
 include a majority of the Board of Directors on behalf of the Registrant
 and in the capacities indicated on October 27, 1998.
 
 Signatures                    Title                    Date
 
 James D. Meehan               Director
 Michael J. Signorelli         Director
 Richard Tam                   Director
 
 
 By:/s/ Michael J. Signorelli                       October 27, 1998
    Michael J. Signorelli, individually,
    Chairman of the Board, President, Secretary and
    Chief Executive Officer (Principal 
    Executive Officer) and as attorney-in-fact
    for the foregoing Persons
 
 
 By:/s/ Brent E. Duncan                             October 27, 1998
    Brent E. Duncan
    Chief Financial Officer 
    and Treasurer (Principal Financial
    Officer and Principal Accounting Officer)