UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-QSB

(Mark One)
[X] Quarterly Report Under 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

                       Commission File Number 0-21071


                NEVSTAR GAMING & ENTERTAINMENT CORPORATION
       (Exact name of small business issuer as specified 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)






Check whether the issuer (1) filed all reports required 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 filing requirements for the past 90 days. Yes  X     No



There were 3,937,687 outstanding shares of Common Stock, par value $0.01 per
share, as of May 10, 1999.



Transitional Small Business Disclosure Format: Yes____     NO  X





            NevStar Gaming & Entertainment Corporation
                           Form 10-QSB
              For the Quarter Ended March 31, 1999

                              INDEX


PART I.  FINANCIAL INFORMATION:                                       PAGE

  ITEM 1.   Financial Statements:

            Balance Sheet at March 31 1999 and
              June 30, 1998                                              3

            Statements of Operations for the Three Month
              Periods Ended March 31, 1999 and 1998                      4

            Statements of Operations for the Nine Month
              Periods Ended March 31, 1999 and 1998                      5

            Statements of Cash Flows for the Nine Month
              Periods Ended March 31, 1999 and 1998                      6

            Notes to financial statements                                8


  ITEM 2.  Management's Discussion and Analysis or
             Plan of Operation                                          13
PART II. OTHER INFORMATION:

  ITEM 1. Legal Proceedings                                             18
  ITEM 2. Changes in Securities and Use of Proceeds                     20
  ITEM 3. Defaults upon Senior Securities                               20
  ITEM 4. Submission of Matters to a Vote of Security Holders           20
  ITEM 5. Other Information                                             20
  ITEM 6. Exhibits and Reports on Form 8-K.                             20



SIGNATURES                                                              20













             NevStar Gaming & Entertainment Corporation

                     Condensed Balance Sheets
                 March 31, 1999 and June 30, 1998
                      (Dollars in Thousands)
                                                         March 31,    June 30,
                                                           1999         1998
                               ASSETS                 (Unaudited) (Development
Current assets:                                                        Stage)
  Cash and cash equivalents                               $   416     $  962
  Receivables                                                  85        459
  Inventories                                                 116         -
  Prepaid expenses                                            314        558
    Total current assets                                      931      1,979

Property and equipment(note 3)                             22,049     22,842

Other assets                                                  435        659

                                                          $23,415    $25,480
               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of notes payable(note 4)                $16,825    $ 1,743
  Accounts payable                                          1,956      1,409
  Accrued expenses                                            316        189
  Accrued interest                                            835        275
    Total current liabilities                              19,932      3,616

Notes payable, excluding current portion(note 4)            1,423     14,882

      Total liabilities                                    21,355     18,498

Stockholders' Equity:
  Series A convertible non-voting preferred
    stock, $.01 par value per share. Designated
    1,500,000 shares. Issued and outstanding
    64,500 at March 31, 1999 and June 30,
    1998                                                        1          1

  Common stock, $.01 par value per share.
    Designated 50,000,000 shares. Issued and
    outstanding 3,937,687 and 3,607,491 shares
    at March 31, 1999 and June 30, 1998,
    respectively and 274,000 shares committed
    to be issued at June 30, 1998                              39         39
  Additional paid-in capital                               18,076     17,759
  Accumulated deficit                                     (16,056)   (10,817)
      Total stockholders' equity                            2,060      6,982

                                                          $23,415    $25,480
         See accompanying notes to financial statements.


                NevStar Gaming & Entertainment Corporation

                     Condensed Statements of Operations
              Three Month Periods Ended March 31, 1999 and 1998,
               (Dollars in Thousands, Except Per Share Amounts)
                                (UNAUDITED)                  (Development
                                                                Stage)
                                                      1999       1998

Revenues:
  Casino                                              $2,117   $    -
  Food & Beverage                                        863        -
  Rooms                                                  474        -
  Other                                                   22        -
                                                       3,476        -
  Less: casino promotional allowances                    346        -
    Net revenues                                       3,130        -

Costs and expenses:
  Casino                                               1,032        -
  Food & beverage                                        670        -
  Rooms                                                  268        -
  Selling, general and administrative                  1,250        -
  Rents                                                  276        15
  Depreciation and amortization                          305         3
                                                       3,801        18
    Operating loss before corporate expense             (671)      (18)
Corporate expenses                                       393       537
    Operating loss                                    (1,064)     (555)

Other income (expense):
  Interest expense                                      (558)     (112)
  Gain on sale of land                                    -         -
                                                        (558)     (112)
    Loss before income taxes                          (1,622)     (667)
Income taxes                                              -         -
       Net loss                                      $(1,622)  $  (667)


Loss per common share                                $ (0.42)  $ (0.19)

Weighted average number
 of common shares outstanding                      3,937,687 3,459,676


              See accompanying notes to financial statements.






                 NevStar Gaming & Entertainment Corporation

                     Condensed Statements of Operations
               Nine Month Periods Ended March 31, 1999 and 1998,
               (Dollars in Thousands, Except Per Share Amounts)
                                (UNAUDITED)                  (Development
                                                                Stage)
                                                      1999       1998

Revenues:
  Casino                                              $5,495   $    -
  Food & Beverage                                      2,040        -
  Rooms                                                1,123        -
  Other                                                   60        -
                                                       8,718        -
  Less: casino promotional allowances                    830        -
    Net revenues                                       7,888        -

Costs and expenses:
  Casino                                               2,657        -
  Food & beverage                                      1,584        -
  Rooms                                                  777        -
  Selling, general and administrative                  3,499        -
  Rents                                                  773        45
  Depreciation and amortization                          917        65
                                                      10,207       110
    Operating loss before corporate expense           (2,319)     (110)
Corporate expenses                                     1,937     1,578
    Operating loss                                    (4,256)   (1,688)

Other income (expense):
  Interest expense                                    (1,521)     (630)
  Gain on sale of land                                   538         -
                                                        (983)     (630)
    Loss before income taxes                          (5,239)   (2,318)
Income taxes                                              -         -
       Net loss                                      $(5,239)  $(2,318)


Loss per common share                                $ (1.34)  $ (0.86)

Weighted average number
 of common shares outstanding                      3,922,978 2,680,493


              See accompanying notes to financial statements.







                 NevStar Gaming & Entertainment Corporation

                Condensed Statements of Cash Flows
         Nine Month Periods Ended March 31, 1999 and 1998
                       (Dollars in Thousands)
                            (UNAUDITED)                      (Development
                                                                Stage)
                                                      1999       1998


Cash flows from operating activities:
  Net loss                                          $(5,239)  $ (2,318)

Adjustments to reconcile net loss to
  net cash used in operating activities:
    Depreciation and amortization                       917        65
    Amortization of debt issue costs                    122        -
    Accretion of discount on notes payable              336       304
    Common stock options and
      warrants expenses                                 198       413
    Decrease (increase)in receivables, inventories,
      prepaid expenses and other assets                 604      (414)
    Increase (decrease) in accounts payable
      and accrued expenses                            1,568      (419)

       Cash used in operating activities             (1,494)   (2,369)

Cash flows from investing activities:
  Construction costs incurred                            -     (4,719)
  Net purchase of furniture and equipment              (124)       -

        Cash used in investing activities              (124)   (4,719)












                See accompanying notes to financial statements.








            NevStar Gaming & Entertainment Corporation

            Condensed Statements of Cash Flows (continued)
          Nine Month Periods Ended March 31, 1999 and 1998,

                      (Dollars in Thousands)
                            (UNAUDITED)                      (Development
                                                                Stage)
                                                      1999       1998

Cash flows from financing activities:
  Issuance of notes payable                           1,188        23
  Construction loan draws, including fees                -      2,966
  Change in construction costs payable                   -       (521)
  Principal repayments of notes payable                  (4)   (1,423)
  Payments of capital lease obligations                (112)       -
  Proceeds from issuance of
    common stock                                         -      7,739
      Cash provided by
        financing activities                          1,072     8,784
Increase (decrease) in cash
  and cash equivalents                                 (546)    1,696
Cash and cash equivalents, beginning                    962        55

    Cash and cash equivalents, ending               $   416    $1,751

Supplemental schedule of non-cash
  investing and financing activities:
    Accrued interest paid in common stock           $   119    $  406
    Pre-opening expenses paid in common stock            -         75
    Accrued interest payable added to principal         215     1,001
    Note payable for an option agreement                 -        200
    Value allocated to warrants granted                  -         57
    Default interest on notes waived
      by shareholders                                    -        274
    Note payable forgiven by shareholder                 -        450
    Value of warrants recorded as
      original issue discount                            -        896
    Construction costs incurred and payable              -        954







                   See accompanying notes to financial statements.






               NevStar Gaming & Entertainment Corporation

                     Notes to Financial Statements
                           March 31, 1999
                            (Unaudited)

(1) Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial
statements of NevStar Gaming & Entertainment Corporation, a Nevada
corporation, include all adjustments, of a normal recurring nature, which are
necessary for a fair presentation of the results for the interim periods
presented, which are not necessarily indicative of those expected for a full
year. Certain information and footnote disclosures normally included in
financial statements have been condensed or omitted pursuant to rules and
regulations of the Securities and Exchange Commission.

Although the Company believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these condensed
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's Report on form 10-KSB for the
transition six month period ended June 30, 1998. Certain items included in the
financial statements have been reclassified to conform to the current period
presentation.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

(2)Per Share Calculations

Net loss per common share is based on the weighted average number of shares of
common stock outstanding. Common share equivalents attributable to
outstanding options and warrants or convertible preferred stock, computed
under the treasury stock method have not been included in the calculations
because the incremental shares so computed are not considered significant, and
the result would be anti-dilutive.












(3) Property and Equipment, Net

Property and equipment, net consisting primarily of the land, building and
furniture and equipment of the Mesquite Star Hotel and Casino (which opened
for business on July 1, 1998) follows (Dollars in thousands):
                                              March 31,        June 30,
                                                1999             1998
                                             (Unaudited)     (Development
                                                                 Stage)
Land                                         $ 4,514          $ 4,710
Buildings                                     15,152           15,021
Furniture and equipment                        3,314            3,111
                                              22,980           22,842
Less: accumulated depreciation
        and amortization                         931              -
                                             $22,049          $22,842

Depreciation is computed over the useful lives of Buildings and improvements
(generally 15 to 30 years) and Furniture and equipment (generally 5 to 7
years) using the straight-line method.

On September 11, 1998, the Company sold about one-half an acre of land
adjacent to the Mesquite Star Hotel and Casino. A gain on the sale of
approximately $365,000 was recorded during the three month period ended
September 30, 1998.

On November 25, 1998, the Company sold a second parcel of land, also less than
an acre, adjacent to the Mesquite Star Hotel and Casino. A gain on the sale of
approximately $173,000 was recorded during the three month period ended
December 31, 1998.


(4) Notes Payable
A summary of notes payable follows:
                                                  March 31,        June 30,
                                                    1999             1998
                                                 (Unaudited)    (Development
                                                                    Stage)
                                                    (Dollars in thousands)
Note payable to bank, secured by first
  deed of trust on the Mesquite Star
  property, bank prime rate plus 2.5%
  (10.25% at March 31, 1999), due
  July, 27, 1999 with conditional terms
  to extend maturity to July 27, 2002               $ 5,450        $ 5,436

Notes payable to shareholders, secured
  by deeds of trust on the Mesquite Star
  property. Interest is payable monthly,
  either at the greater of the Bank of
  Hawaii prime interest rate (7.75 percent
  at March 31, 1999) plus 3 percent,
  or 11 percent. Principal is due
  August, 1999                                       7,500          7,285

Note payable, secured by deed of trust on
  the Mesquite Star property. Interest is
  payable monthly, either at the greater
  of the Bank of Hawaii prime interest rate
  (7.75 percent at March 31, 1999) plus
  3 percent, or 11 percent. Principal is due
  on the earlier of September, 1999; the date
  of refinancing of any other lien secured by
  the property which is junior in priority to
  the lender's deed of trust; or the date that
  the property is sold                               1,099         1,099


12% Note payable to shareholder secured by a
    deed of trust on the Mesquite Star property
    due no later than August, 1999 (See "Letters
    of Commitment", below)                             900             -

Note payable to shareholder, unsecured and
   non-interest bearing                                200           200

12% note payable in connection with construction
   of the Mesquite Star Hotel & Casino, due no
   later than May 15, 1999                             600           600

12% Note payable secured deed of trust
      on the Mesquite Star property (See
      "Letters of Commitment", below)                  250            -

10% to 12% equipment contracts payable,
   collateralized by slot machines and
   Related equipment due in monthly
   payments over 12 to 36 months                       533           514

Capital lease obligations collateralized
   by property and equipment due in
   monthly payments over 36 to 60
   months                                            1,940         2,051
                                                    18,472        17,185
Less: unamortized original issue discount              224           560
                                                    18,248        16,625

Less: current maturities                            16,825         1,743
                                                   $ 1,423       $14,882





Letters of Commitment

On September 30, 1998 a letter of commitment ("New Loan") was entered into
with Drs. Kelly and Tam replacing the March 31, 1998 and June 12, 1998
commitments. The New Loan is for $1,000,000 with interest at 12% and defers
payment of accrued interest on the previous loan agreements until the new loan
is due in August, 1999. The deferred interest will accrue interest at 12% per
annum also, and has been reflected as a reduction in accrued interest payable
and a corresponding increase in notes payable at September 30, 1998. In
addition, the North Las Vegas option expiration date was extended to December
31, 1998 by Dr. Tam under the New Loan agreement. As consideration for the
commitment and the initial advance, which occurred on October 1, 1998, the
Company granted 32,250 warrants to purchase shares of the Company's common
stock at a purchase price of $2.50 per share and 60,000 warrants to purchase
shares of the Company's common stock at $2.00 per share to the lenders. For
each additional $100,000 advance, the lenders shall receive 15,000 warrants to
purchase shares of the Company's common stock at $2.00 per share. The
remaining commitment fees of approximately $109,000 from the previous two
commitments was charged to expense during the three month period ended
September 30, 1998. An initial advance of $400,000 was made on October 1, 1998
net of approximately $10,000 of commitment fees, $7,500 of the lenders legal
fees and approximately $82,000 of accrued interest. Another advance in the
amount of $300,000 was received by the Company December 3, 1998. An additional
advance of $200,000 was received  on January 15,1999. On March 1, 1999, the
Company issued warrants to purchase an aggregate of 75,000 shares of common
stock at $2.00 per share to the lenders.

On April 27, 1998, an unrelated third party executed a financing commitment to
loan the Company up to $250,000 secured by a deed of trust on the Mesquite
Star property, with per annum interest up to 12%. During the nine months ended
March 31, 1999, the Company borrowed $250,000 pursuant to the terms of this
commitment.

At March 31, 1999, the Company was in default on its real estate secured notes
payable, because of an outstanding $853,000 construction lien on its Mesquite
Star Hotel & Casino property. On February 18, 1999, the contractor filed suit
in District Court against the Company seeking a Mechanics Lien Foreclosure
Action in the amount of $853,000.00. The Company is seeking additional
financing to pay the $853,000 balance (of which $600,000 is carried as a note
payable, and $253,000 as an accounts payable in the accompanying December 31,
1998 financial statements) and to remove the lien. In addition, the Company is
several months in arrears on interest payments on its real estate secured
notes payable to shareholders, and is several months in arrears on its
installment contract and capital lease obligation payments. The Company is
seeking additional financing and/or refinancing to carry such existing, or
smaller, monthly payment obligations, and to provide working capital for,
among other things, the continuation of the pursuit of its business plan.
There can be no assurance that the Company will be successful in its financing
efforts.




(5) Legal matters

MESQUITE STAR HOTEL & CASINO

On August 27, 1998 a mechanics lien of $853,000 was filed by the general
contractor of the Company's newly-built Mesquite Star Hotel & Casino. On
February 18, 1999, the contractor filed suit in District Court, Clark County,
Nevada against the Company seeking damages in the amount of approximately
$853,000, plus interest thereon, attorney's fees and costs of suit, and an
order authorizing a Mechanics Lien Foreclosure Action. The Company is seeking
additional financing to pay the $853,000 (of which $600,000 is carried in
notes payable, and approximately $253,000 in accounts payable in the
accompanying December 31, 1998 financial statements).

SERIES A PREFERRED STOCKHOLDER CLAIM

The Company received a Demand and Claim Pursuant to Mass. Gen. Laws
Chapter93A, dated December 18, 1998 (the "Claim Letter"), on behalf of William
P. DeLuca, Jr., a holder of the Company's Series A Convertible Non-Voting
Preferred Stock (the "Series A Preferred Stock") that was purchased in April,
1994 for $100,100. The Claim Letter sought rescission relief in the amount of
$100,100, plus interest thereon from purchase date. Mr. DeLuca reserved his
right to seek triple damages for his alleged loss, legal fees and interest
thereon from the purchase date. The Company believes that the claim is without
merit.

On February 16, 1999, the Company received a derivative demand, dated February
16, 1999, on behalf of Mr. DeLuca, demanding that the Board of Directors of
the Company institute suit in connection with Mr. DeLuca's pending recission
claim against all corporate officers and members of management responsible for
the Company's alleged prior wrongful and actionable conduct with respect to
the Series A Preferred Stock.


(6) Financing
On September 30, 1998, the Company entered into a loan commitment with a
lender for a real estate first mortgage loan of approximately $20,000,000
which is contingent upon multiple conditions being met. If funded, the
proceeds would be utilized, among other things, to repay the Company's
existing real estate notes payable, to provide a principal and interest
reserve during the early months of the mortgage loan, and for general
corporate purposes. No loan has been consummated to date. At May 21, 1999, the
lender is actively working on arranging a loan for the Company, but there can
be no assurance that a loan will be consummated on acceptable terms.

The Company's success is substantially dependent upon closing a loan pursuant
to this loan commitment or obtaining alternative debt or equity financing, or
the net proceeds from the exercise of the outstanding Warrants, or otherwise
funding its operations in the second calendar quarter of 1999, to continue to
implement its business plan, including pursuing the NevStar 2000 project.
There can be no assurance that the Company will be able to generate sufficient
funds from these or other sources.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

It should be noted that this document contains forward looking statements that
are subject to risks and uncertainties. Forward looking statements include
certain information relating to the Company's general business strategy,
expansion plans, new opportunities, projected operating performance and
liquidity, as well as information contained elsewhere in this Interim Report
on Form 10-QSB where statements involve the use of the words "believe",
"expect", "anticipate", "estimate" or expressions of similar import. For such
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. The forward-looking statements in this document are
subject to risks and uncertainties that could cause the assumptions underlying
such forward-looking statements and the actual results to differ materially
from those expressed or implied by the statements. The most important factors
that could prevent the Company from achieving its goals and cause assumptions
underlying the forward-looking statements and the actual results of the
Company to differ materially from those expressed in or implied by those
forward-looking statements include, without limitation and in addition to
those discussed in the various documents filed by the Company with the
Securities and Exchange Commission, the following:

(i) the highly competitive nature of the public gaming and entertainment
market, which includes the market for the small to medium size or niche
hotel/casinos, in which the Company plans to operate and the ability of the
Company to successfully compete in this market with other hotel/casino
companies for the most desirable hotel/casino customers and share of the
geographical market; (ii) the ability of the Company to successfully implement
its expansion strategy; (iii) the need to raise future working capital and the
uncertainty of additional funding (whether through financial markets,
collaborative or other arrangements with strategic partners, or from other
sources); (iv) the speculative nature of other gaming projects; (v)dependence
on key personnel; and (vi) the Company's ability to generate sufficient cash
flows, operating profits, and other income in order to fulfill its obligations
for repayment of debt, and the status of Year 2000 readiness.

OVERVIEW

NevStar Gaming & Entertainment Corporation is a company formed to acquire,
develop, construct, own and manage hotel casino projects. The Company's
strategy is to concentrate its efforts on "niche" markets such as "local" or
"neighborhood" casinos. The Company obtained its license and related approvals
from the Nevada Gaming Commission to conduct gaming at its initial hotel
casino, the Mesquite Star in Mesquite, Nevada, pursuant to an Order of
Registration, dated June 23, 1998.

The newly constructed Mesquite Star, which opened for business on July 1,
1998, currently consists of 210 rooms and suites, with a swimming pool, and a
public area of approximately 34,000 square feet, featuring a casino area of
approximately 12,000 square feet containing 410 slot machines, 10 table games
and Keno, a specialty restaurant, a 160 seat coffee shop, gift shot, hotel
registration and other amenities.

              THREE MONTH PERIOD ENDED MARCH 31, 1999
During the three month period March 31, 1998, the company was in the
development stage and had not opened the Mesquite Star Hotel and Casino which
was then under construction. The following narrative compares the Company's
March 31, 1999 quarter with its December 31, 1998 quarter.

During the three month period ended March 31, 1999, losses decreased over the
quarter ended December 31, 1998 by approximately $309,000 or 16%. The Company
incurred losses of $1,622,000, during the quarter, which includes operating
results of the Mesquite Star, and corporate expenses. Net revenues increased
by $751,000 or 31%  over the quarter ended December 31, 1998. Promotional
allowances, which are subtracted from revenues, increased by approximately
25%, 6% less than the percentage increase in net revenues, as the Company
continued its marketing plan to build identification of the Mesquite Star
Hotel & Casino by utilizing complimentary rooms, food and beverages, special
events and entertainment.

Gaming revenues increased $473,000 or 29% over the quarter ended December 31,
1998. Gaming revenues were up primarily as a result of increased volumes of
play, with slot machines accounting for the majority of the increase. Food &
beverage revenues increased $240,000 or 38% as a result of increased volume.
Room revenues increased by $109,000 or 30% as a result of increased occupancy
and improving average rates. Hotel occupancy averaged 94% for the quarter
ended March 31, 1999, much improved over the quarter ended December 31, 1998.

Casino expenses increased $217,000 or 27%, which was slightly less than the
corresponding percentage increase in casino revenues, during the quarter ended
March 31, 1999. Food and beverage expenses increased $198,000 or 42% primarily
due to increased volume. Room expenses increased $271,000 or 13%, which was
less than half the corresponding percentage increase in room revenues,
primarily as a result of the increased volume. Selling, general and
administrative expenses increased $89,000 or 9% resulting primarily from
special casino marketing activities. Rent expenses arising primarily in
connection with operating equipment leases decreased during the quarter by
approximately $96,000 when compared with the quarter ended December 31,
1998.Certain leases are currently being renegotiated and rescheduled with
lessors. Depreciation and amortization, property and equipment, of $305,000
was consistent with the quarter ended December 31, 1998.

Corporate expenses for the quarter ended March 31, 1999 decreased by
approximately $209,000 primarily as a result of a decrease in professional
fees during the quarter, and to a lesser extent due to a reduction in other
general corporate expenses. Interest expense of $558,000 was comparable with
the quarter ended December 31, 1998.

The quarter ended March 31, 1998 was the third quarter during which the
Company's newly-built Mesquite Star Hotel & Casino was in operation. During
the quarter ended March 31, 1998, the Company was in the development-stage.



              NINE MONTH PERIOD ENDED MARCH 31, 1999

During the nine month period ended March 31, 1999, the loss from operations
including the Mesquite Star Hotel & Casino and the Company's corporate
operations was $5,239,000. During the nine month period ended March 31,
1998,the Company was still in the development-stage. Operations of the
Company's newly-built Mesquite Star Hotel & Casino were still stabilizing
during this initial nine months of operations.

REGULATION AND LICENSING

The ownership and operation of casino gaming facilities in Nevada are subject
to: (i) the Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, the "Nevada Act"); and (ii) various local
regulation.  The Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission (the "Nevada Commission"),
the Nevada State Gaming Control Board (the "Nevada Board"), and the City of
Mesquite, Nevada. The Nevada Commission, the Nevada Board and the City of
Mesquite, Nevada are collectively referred to as the "Nevada Gaming
Authorities."

MESQUITE STAR HOTEL & CASINO

The Company's plan of operation for the year ending March 31, 2000 includes
continuing the marketing of special events and promotional activities at the
Mesquite Star, which may attract more guests and visitors to the property, and
to continue programs to reduce expenses. Although occupancy and revenues
improved during the quarter ended March 31, 1999 there can be no assurance
that the Company's plan of operation for the Mesquite Star will be successful.


NORTH LAS VEGAS OPTION; NEVSTAR 2000 PROJECT

In September of 1997, the Company issued a $200,000 note payable, which was
due December 31, 1998, and which the parties have recently verbally agreed to
extend, for an option to purchase a 20 percent indirect interest in a 25-acre
parcel of unimproved real property in the city of North Las Vegas,
Nevada. (Planned site for the NevStar 2000 project). The $200,000 is intended
to be used for preliminary project costs including planning, engineering,
promotion and design. The sum is not refundable, nor applicable to the option
purchase price, but may be reimbursed upon development and financing of the
project.

On February 17, 1999, as directed by an order of the court issued in January,
1999, the North Las Vegas City Council approved a use permit for the $140
million proposed casino and entertainment complex it had denied at a council
meeting in November, 1998. The District Judge ruled in January, 1999 that the
NevStar proposal was submitted and approved by the City's Planning Commission
before a law passed in the 1997 Legislature went into effect restricting
neighborhood casinos. The District Judge labeled the rejection of the permits
arbitrary and capricious.

The NevStar 2000 $140 million project, planned by NevStar Gaming &
Entertainment Corporation, includes  a 200-room hotel with gaming, a bowling
alley, movie theaters, a retail shopping village, a fitness center, a food
court and specialty restaurants, convention and meeting rooms , an
amphitheater and other amenities. The Company's option to purchase the planned
site for the project expired on December 31, 1998. The parties have verbally
agreed to extend the option. There is no assurance that the project will be
completed as planned.


YEAR 2000 READINESS DISCLOSURE

BACKGROUND

In the past, many computer software programs were written using two digits
rather than four to define the applicable year.  As a result, date-sensitive
computer software may recognize a date using "00" as the year 1900 rather than
the year 2000.  This is generally referred to as the "Year 2000 issue."  If
this situation occurs, the potential exists for computer system failures or
miscalculations by computer programs, which could disrupt operations.

The Company is in many ways involved in a low-technology business.  Casino
employees, for example, do not require computers to deal blackjack or spin a
roulette wheel.  Likewise, a chef does not require computers to prepare a meal
and a maid does not require a computer to clean and prepare a guest room.
Slot machines are a type of computer, but there is no date embodied in their
basic operation of choosing a random sequence and determining the appropriate
payout.

Nevertheless, the Company does use computers extensively to assist its
employees in providing goods and services to its guests and to assist
management in monitoring the Company's operations.  The Company uses computers
in the back-of-house to facilitate purchasing and maintaining inventory
records. In the casino, computers are used to monitor gaming activity and
maintain customer records, such as credit availability.

Computers on occasion fail, irrespective of the Year 2000 issue.  For this
reason, where appropriate, the Company maintains paper and magnetic backups
and the Company's employees are trained in the use of manual procedures.
Incidents of this nature occur within the hotel and casino industry each year
and generally such failures are unnoticed by guests.

However, the risk to the Company from the Year 2000 issue could be
substantial.  Most of the Company's guest rooms, for example, are easily
accessed only by elevators, and most elevators incorporate some computer
technology.  Likewise, the Company's heating, ventilation, life safety and
air-conditioning systems are highly computerized and critical to the Company's
operations.  The Company is also exposed to the risk that one or more of its
vendors or suppliers could experience Year 2000 problems that may impact their
ability to provide goods and services.  Although this is not considered as
significant a risk with respect to the suppliers of goods due to the
availability of alternative suppliers, the disruption of certain services, in
particular utilities and financial services, and automobile, bus and airline
transportation could, depending upon the extent of the disruption, have a
material adverse impact on the Company's operations.

STRATEGY

The Company has a detailed Year 2000 compliance program and has substantially
completed an inventory of its various systems that may be sensitive to the
Year 2000 issue.  Much of the hardware and software purchased is already
compliant or may need only minor modifications.  The hotel, slot accounting
and F&B software are not yet compliant.  The Company has prioritized the
importance of such systems to its operation and assigned responsibilities to
ensure Year 2000 compliance of all critical systems.  Where important to the
Company's business, inquiries are also being made of third parties with whom
the Company does significant business, such as vendors and suppliers, as to
their Year 2000 readiness, and alternatives if a third party encounters a Year
2000 problem are being developed.

The Company believes that a substantial majority of its systems are currently
Year 2000 compliant.  It is the Company's goal to have all systems Year 2000
compliant by the third quarter of 1999.  The Company is currently developing
a comprehensive contingency plan, although as previously mentioned a number
of its critical casino systems are currently backed up by manual procedures
that have been utilized during times of system malfunctions. The Company will
continue to assess the need for a comprehensive contingency plan as
implementation of its corrective action plan continues.

ESTIMATED COSTS

The total cost to the Company of making its systems Year 2000 compliant is
currently estimated to be in the $10,000-$50,000 range.  Remaining testing in
1999 may result in additional costs, but such costs are not expected to be
material. All costs related to software modification, as well as all costs
associated with the Company's administration of its Year 2000 project, are
being expensed as incurred.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has funded its capital requirements by the
sale of securities to private investors, from the proceeds of secured loans
and from its Initial Public Offering in September, 1997. On September 30,
1998, the Company entered into a loan commitment with a lender for a real
estate first mortgage loan of approximately $20,000,000 which is contingent
upon multiple conditions being met. If funded, the proceeds would be utilized,
among other things, to repay all or part of the Company's existing real estate
notes payable, to provide a principal and interest reserve during the early
months of the mortgage loan, and for general corporate purposes. No loan has
been consummated to date. At May 21, 1999, the lender is actively working on
arranging a loan for the Company under this commitment, but there can be no
assurance that a loan will be consummated on acceptable terms.


The Company has an immediate need for capital and is actively pursuing a
variety of debt and equity financing alternatives. There can be no assurance
that the necessary financing can be obtained on acceptable terms. See Item 1
Legal Proceedings and Item 3. Defaults on Senior Securities. The
Company'success is substantially dependent upon closing a loan pursuant to
this loan commitment or obtaining alternative debt or equity financing, the
net proceeds from the exercise of the outstanding Warrants, or otherwise
during the second quarter of 1999, to continue to implement its business plan,
including pursuing the NevStar 2000 project. There can be no assurance that
the Company will be able to generate sufficient funds from these or other
sources.



                       PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

NEVSTAR 2000

On February 17, 1999, as directed by an order of the court issued in January,
1999, the North Las Vegas City Council approved a use permit for the $140
million proposed casino and entertainment complex it had denied at a council
meeting in November, 1998. The District Judge ruled in January, 1999 that the
NevStar proposal was submitted and approved by the City's Planning Commission
before a law passed in the 1997 Legislature went into effect restricting
neighborhood casinos. The District Judge labeled the rejection of the permits
arbitrary and capricious.

The proposed $140 million NevStar 2000 project, planned by the Company,
includes a 200-room hotel with gaming, bowling, movie theaters, retail
shopping village, fitness center, food court and specialty restaurants,
convention and meeting rooms, an amphitheater and other amenities. The
Company's option to purchase the planned site for the project expired on
December 31, 1998. The parties have verbally agreed to extend the option.
There is no assurance that the project will be completed as planned.

MESQUITE STAR HOTEL & CASINO

On August 27, 1998 a mechanics lien of $853,000 was filed by the general
contractor of the Company's newly-built Mesquite Star Hotel & Casino. On
February 18, 1999, the contractor filed suit in District Court, Clark County,
Nevada against the Company seeking damages in the amount of approximately
$853,000, plus interest thereon, attorney's fees and costs of suit, and an
order authorizing a Mechanics Lien Foreclosure Action. The Company is seeking
additional financing to pay the $853,000 (of which $600,000 is carried in
notes payable, and approximately $253,000 in accounts payable in the
accompanying March 31, 1999 financial statements).

SERIES A PREFERRED STOCKHOLDER CLAIM

The Company received a Demand and Claim Pursuant to Mass. Gen. Laws
Chapter93A, dated December 18, 1998 (the "Claim Letter"), on behalf of William
P. DeLuca, Jr., a holder of the Company's Series A Convertible Non-Voting
Preferred Stock (the "Series A Preferred Stock") that was purchased in April,
1994 for $100,100. The Claim Letter sought rescission relief in the amount of
$100,100, plus interest thereon from purchase date. Mr. DeLuca reserved his
right to seek triple damages for his alleged loss, legal fees and interest
thereon from the purchase date. The Company believes that the claim is without
merit.


On February 16, 1999, the Company received a derivative demand, dated February
16, 1999, on behalf of Mr. DeLuca, demanding that the Board of Directors of
the Company institute suit in connection with Mr. DeLuca's pending recission
claim against all corporate officers and members of management responsible for
the Company's alleged prior wrongful and actionable conduct with respect to
the Series A Preferred Stock.



ITEM 2.  CHANGES IN SECURITIES

On April 22, 1999, the Company issued and sold 196,000 shares of its common
stock (the "Shares"), at an offering price of $1 per share, in a private
placement exempt from registration under the securities Act of 1933, as
amended. The Shares were offered, and sold, only to "accredited investors" as
defined in Regulation D. Net proceeds to the Company was $186,200 ($196,000
less expenses of $9,800). No underwriting commissions or discounts were
payable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

The recording of a mechanic's lien and filing of a foreclosure action (See
Item 2. Legal Proceedings) by the general contractor for the Company's
Mesquite Star Hotel & Casino (and hence the failure of the Company to keep its
property free and clear of mechanics liens) is a default under the Company
loans which are secured by deeds of trust on the Mesquite Star property,
including the First Credit Bank loan, the Dr. Kelly/Dr. Tam loan, the PMJ
Enterprises, Inc. loan and the Dr. Sam Hon loan (See Note 4 to March 31, 1999
Financial Statements.) As of May 21, 1999, the Company is several months in
arrears on interest payments on such secured notes payable.

As of May 21, 1999, the Company is in default in payment of the Construction
note payable relating to construction of the Mesquite Star Hotel & Casino (See
"Legal Proceedings").


As of May 21, 1999, the Company is also several months in arrears on payments
arising from  its equipment and furniture leases and installment contracts
payable (including Mikohn, NEC, IGT, Sigma Game and Ballys). The Company is
two month's behind in payments it's Telerent Leasing Corporation lease, which
has been renegotiated and revised to start as of March 1, 1999, and is current
on its PDS Financial Corporation Lease.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - Not
         Applicable.

ITEM 5.  OTHER INFORMATION
Dr. Richard Tam resigned from the Company's Board of Directors effective
February 10, 1999.

ITEM 6.
   (a) Exhibits:
        None
   (b) Reports on Form 8-K
         (1) January 6, 1999 Form 8-K announcing appointment of Max L. Page as
              a director.

         (2) February 8, 1999 Form 8-K announcing appointment of James E.
          Haglund as a director.

  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 21st day of May, 1999.



                        NEVSTAR GAMING & ENTERTAINMENT CORPORATION


                         By: /s/ MICHAEL J. SIGNORELLI
                             Michael J. Signorelli
                             Chairman of the Board and
                               Chief Executive Officer



                         By: /s/ BRENT E. DUNCAN
                             Brent E. Duncan
                             Chief Financial Officer and
                               Treasurer (Principal Financial
                               Officer and Principal Accounting Officer)