SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A-1
                                   (Mark One)

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

                    For the fiscal year ended March 31, 1998

                                       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 O-27542

                             FUN TYME CONCEPTS, INC.
               (Exact Name of Company as Specified in its Charter)
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 New York                                                                         11-3157259          
(State or Other Jurisdiction of Incorporation or Organization)                    (I.R.S. Employer Identification No.)
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                 290 Wild Avenue, Staten Island, New York 10314
                    (Address of Principal Executive Offices)

                                 (718) 761-6100
                (Company's Telephone Number, Including Area Code)

               Securities registered pursuant to Section 12(b) of
                                    the Act:

          Title of Each Class Name of Each Exchange on Which Registered
                                      NONE

               Securities registered pursuant to Section 12(g) of
                                    the Act:

                          Common Stock, $.001 par value
                                (Title of Class)

                         Common Stock Purchase Warrants
                                (Title of Class)

     Check whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such  shorter  period  that  Company  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  Company'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  Company's  revenues  for its  fiscal  year ended  March 31,  1998 were
$1,141,245.

     The aggregate  market value of the voting stock on July 7, 1998 (consisting
of  Common  Stock,  par  value  $.001  per  share)  held by  non-affiliates  was
approximately  $275,995,  based upon the average  bid and asked  prices for such
Common Stock on said date ($0.15),  as reported by a market maker. On such date,
there were 9,991,965 shares of Company's Common Stock outstanding.


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                                                 PART IV

     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         All exhibits  except those  designated  with an asterisk (*), which are
     filed  with this Form  10-KSB/A-1,  have  previously  been  filed  with the
     Commission in connection with (i) the Company's  Registration  Statement on
     form SB-2 under File No.  33-80931-NY,  (ii) the Company's  Form 10-KSB for
     the year ended March 31, 1997,  (iii) the Company's  Form 8-K filed on June
     12, 1998 and as amended on July 8, 1998, (iv) the Company's Form 10-KSB for
     the year ended March 31, 1998, or (v) as otherwise indicated, and, pursuant
     to 17 C.F.R 230.411, are incorporated by reference herein.
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      3.1         -        Certificate of Incorporation of the Company filed April 19, 1993. See (i) above.
      3.2         -        Certificate of Amendment to the Certificate of Incorporation of the Company filed May 19, 1995. See (i) 
                           above.
      3.2(a)      -        Certificate of Amendment to the Certificate of Incorporation of the Company dated February 7, 1996. 
                           See (i) above.
      3.3         -        By-Laws of the Company. See (i) above.
      4.1         -        Specimen of Common Stock Certificate. See (i) above.
      4.2         -        Specimen of Common Stock Purchase Warrant Certificate. See (i) above.
      4.5         -        Form of Common Stock Purchase Warrant Agreement. See (i) above.
     10.2         -        Employment Agreement of Daniel Catalfumo. See (i) above.
     10.3         -        Employment Agreement of Richard Rosso. See (i) above.
     10.4         -        Lease Agreement and amendments one through four thereto, between the Company and Block 2467 Lot 1 
                           Associates. See (i) above.
     10.5         -        The Company's Senior Management Incentive Plan. See (i) above.
     10.22        -        Lease Agreement by and between Manufacturer's Lease Company and the Company and personal guarantees of 
                           the Company's officers. (Previously filed as Exhibit 10.2 in the Company's Form 10-KSB for the year ended
                           March 31, 1997).
     10.23        -        Lease agreement for East Brunswick facility and Amendment thereto. (Previously filed as Exhibit 10.3 in 
                           the Company's Form 10-KSB for the year ended March 31, 1997).
     10.23(a)     -        Amendment to lease agreement for East Brunswick facility. See (iv) above.
     10.24        -        Lease Agreement for Edmonton Canada facility. (Previously filed as Exhibit 10.4 in the Company's 
                           Form 10-KSB for the year ended March 31, 1997).
     10.25        -        Stock Purchase Agreement among Fun Tyme Concepts, Inc.; Play Co. Capital Corp.; BBS Holdings, LLC; 
                           the Members of BBS Holdings, LLC; Cat LLC; and Rich LLC. (Previously filed as Exhibit 10.5 in the 
                           Company's Form 8-K filed June 12, 1998).
     10.26        -        Operating Agreement of Prestige Fine Jewelry LLC. (Previously filed as Exhibit 10.6 in the Company's 
                           Form 8-K filed June 12, 1998).
     10.27        -        Exclusive Sales Agreement between Prestige Fine Jewelry LLC and Prestige Chain, Inc. (Previously referred
                           to as Exhibit 10.7 in the Company's 8-K filed June 12, 1998 and filed as Exhibit 10.27 in the Company's 
                           Form 8-K/A filed July 8, 1998).
     10.28        -        Sales Agreement between Prestige Fine Jewelry LLC and J.K. Limited, Inc. (Previously referred to as 
                           Exhibit 10.8 in the Company's Form 8-K filed June 12, 1998 and filed as Exhibit 10.28 in the Company's 
                           Form 8-K/A filed July 8, 1998).
     10.29(P)     -        Contract to purchase Cortina Mountain Ski Resort. (Previously referred to as Exhibit 10.9 in the 
                           Company's Form 8-K filed June 12, 1998 and filed as Exhibit 10.29 in the Company's Form 8-K/A filed 
                           July 8, 1998).
     10.30        -        Attorney representation confirming modification of Contract to purchase Cortina Mountain Ski Resort. 
                           See (iii) above
     10.31*       -        Factoring Agreement with Prestige Capital Corporation.
     27.0         -        Financial Data Schedule. See (iv) above.
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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized this 1st day of December 1998.


DIVERSICON HOLDINGS CORP.
(formerly FUN TYME CONCEPTS, INC.)


By: /s/ Daniel Catalfumo
Daniel Catalfumo
President, Chief Executive Officer, and Director




     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the Company and in the capacities and on the
dates indicated.
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<S>                                                           <C>                                                          <C>
        /s/ Daniel Catalfumo                                  President, Chief Executive Officer,                          12/1/98
         Daniel Catalfumo                                     and Director                                                 Date


        /s/ Richard Rosso                                     Chief Operating Officer, Executive                           12/1/98
         Richard Rosso                                        Vice President, Treasurer, Secretary, and Director           Date
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