U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549
                            FORM 10-QSB/A-1


      (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
      ( ) Transition report under Section 13 or 15(d) of the Exchange Act


      For the transition period from _____________ to _________

                  Commission File Number: 0-22443

                  PlayStar Wyoming Holding Corp.
                  ------------------------------
 (Exact Name of Small Business Issuer as Specified in Its Charter)

                Antigua                      52-209-8787
                -------                      -----------
         (State or Other Jurisdiction of    (I.R.S. Employer
         Incorporation or Organization)     Identification No.)

 The Dollar Building, Top Floor, Nevis Street, St. John's, Antigua, West Indies
-------------------------------------------------------------------------------
             (Address of Principal Executive Offices)

                          (268) 562-0075
                          --------------
         (Issuer's Telephone Number, Including Area Code)

                                N/A
                                ---
  (Former Name, Former Address and Former Fiscal Year, if Changed
                        Since Last Report)


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 such filing requirements for the past 90 days. Yes  X    No ____


               APPLICABLE ONLY TO CORPORATE ISSUERS

 As of March 31, 1999, the Registrant had outstanding  35,372,644  shares of its
 Common Stock, par value $0.0001 per share.


Traditional Small Business Disclosure Format (check one):Yes ______    No X




<PAGE>

                           INDEX


Part I.  Financial Information                                   Page

   Item 1.  Financial Statements

      Consolidated Balance Sheets as of March 31,
        1999 and June 30,1998................................    3

      Interim Consolidated Statements of Operations
        for the nine months ended March 31,1998
        and 1999 and  for  the period  from  inception
       (October 3, 1996) to March 31,1999....................    5

      Interim  Consolidated  Statements of Shareholders'
        Equity the period from inception  (October 3, 1996)
        to June  30,1998  and for the nine  months
        ended March 31,1999..................................    6

      Interim  Consolidated  Statements  of Cash Flows
        for the nine months ended March 31,1998 and 1999
        and for the period from  inception  (October 3,
        1996) to March 31, 1999..............................    11

      Notes to Consolidated Financial Statements.............    13

   Item 2.  Management's Discussion and Analysis or
            Plan of Operation................................    17

Part II.  OTHER INFORMATION..................................    24





                                      -2-
<PAGE>




Item 1.  Financial Statements



                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheets


                           ASSETS
                                              March 31,        June 30,
                                                1999             1998
                                                ----             ----
                                              (Unaudited)      (Audited)
Current assets:
     Cash and cash equivalents                $ 596,377       $ 182,219
     Subscriptions receivable                     1,350          21,350
     Prepaid expenses and other
     current assets                              91,616         150,922
                                                -------        -------
            Total current assets                689,343         354,491

Property and equipment,  net                    270,109         242,410

Deferred offering costs                               -           6,795

Security deposits                                97,442          75,000

Investment in 40% owned affiliate -
Cyberstation Computers & Support Inc.           339,800               -

Investment in 50% owned affiliate -
NetEngine Corporation                         1,196,414               -

License                                       1,794,620               -
                                              ----------        --------
                                            $ 4,387,728        $678,696
                                              ==========       =========


                                      -3-
<PAGE>



                      LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:
     Accounts payable - affiliate -
     Dreamplay Research Corp.                  $     -        $ 53,702
     Accrued expenses and other current
     liabilities                               147,141         264,374
                                               --------        -------
            Total current liabilities          147,141         318,076

Shareholders' equity
     Preferred stock, $.0001 par value:
         Authorized - 1,000,000 shares;
         none issued or outstanding at
         March 31, 1999 and June 30, 1998            -               -
     Common stock, $.0001 par value:
         Authorized - 50,000,000 shares
         Issued and outstanding -
         35,372,644 shares at
         March 31, 1999 and 19,661,274
         shares at June 30, 1998                  3,537           1,966
     Additional paid-in capital               8,799,574       3,448,895
     Deficit accumulated in the
     development stage                       (4,562,524)     (3,090,241)
                                            -----------      -----------
            Total shareholders' equity      $ 4,240,587      $  360,620
                                            -----------      -----------
                                              4,387,728         678,696
                                              ==========       =========


                                     -4-
<PAGE>


                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
                         <S>                     <C>            <C>            <C>


                                                                                 Period from
                                                                                 October 3,
                         Three         Three          Nine           Nine        1996
                         Months         Months        Months        Months       (Inception)
                          Ended         Ended         Ended          Ended          to
                        March 31,     March 31,     March 31,      March 31,     March 31,
                          1999           1998          1999          1998          1999
                          ----           ----          ----          ----          ----
                                      (Restated)                   (Restated)    (Restated)
                                       (Note 7)                     (Note 7)     (Note 7)

Revenue:                 $ 51,926      $       -     $ 133,071      $      -    $  133,071
   Casino testing           7,420          1,105        34,377         1,628        45,448
   Interest income         ------         ------       -------        ------       ------
                           59,346          1,105       167,448         1,628       178,519

Expenses:
   Development costs      221,485        121,484     1,030,619       350,820     2,814,569
   Credit issued against
   prior development costs      -              -             -      (171,489)     (171,489)
   Professional fees       38,894        181,224       227,742       206,890       870,806
   Options granted as
   employee compensation        -              -       140,450             -       822,950
   General & adminstration 48,868          4,681       135,835        12,718       262,242
   Bank charges &
   processing fees         16,967              -        34,279             -        34,279
   Chargeback expense      21,784              -        21,784             -        21,784
   Depreciation and
   amortization            16,356          9,676        49,022        20,913        82,446
   Incorporation costs          -              -             -             -         3,456
                               --             --            --            --        -----
Total expenses
                          364,354        317,065     1,639,731       419,852      4,741,043
                         --------       --------    ----------      --------     ---------
 Net loss                (305,008)      (315,960)   (1,472,283)    (418,224)     (4,562,524)
                        ==========    ===========   ===========    ==========    ==========
 Basic loss per share    $   (.01)      $   (.02)    $    (.05)     $  (.02)
                        ==========    ===========   ===========    ==========
Weighted avergage
number of shares        29,732,644    18,271,107    27,250,680    16,880,607
                        ==========    ===========   ===========   ==========


</TABLE>

                                      -5-
<PAGE>


                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)

                 Consolidated Statements of Shareholders' Equity
                                     For the
                           Period from October 3, 1996
                          (Inception) to June 30, 1998
                            and the Nine Months ended
                                 March 31, 1999

                                   (Unaudited)

<TABLE>
     <S>                 <C>            <C>       <C>

                                                              Deficit
                                                              Accumulated
                               Common Stock        Additional in the       Total
                             -----------------     Paid-In    Development  Shareholders'
                              Shares     Amount    Capital    Stage        Equity
                              ------     ------    -------    -----------   ------------
       October 3, 1996
       (inception)              -       $  -        $ -         $  -        $   -

       Common stock issued
         in exchange for
         all of the
         issued and
         outstanding
         shares of
         Playstar Limited
         in October 1996
         (at $.0001
          per share)
                             12,000,000   1,200         -          -             1,200

       Options granted to
          employees
          and consultants
          for development
          costs and
          services             -          -         1,143,500       -        1,143,500

       Issuance of common
          stock in
          October 1996
          and January
          1997 for
          development
          costs based on
          fair market
          value of services
          performed           1,750,000     175       174,825       -          175,000

       Issuance of common
          stock in November
          1996 at $.40
          per share in a
          private
          placement
          offering, less
          costs of
          $163,015             2,062,500    206       661,779       -          661,985

        Net loss, June 30,
          1997(restated)        -            -            -    (1,926,732)  (1,926,732)
                               --           --            --    -----------  ----------

       Balance at June 30,
          1997 (restated)
          (carried forward)   15,812,500   1,581      1,980,104 (1,926,732)     54,953
                             -----------  ------     ---------- ----------     -------

</TABLE>
                                      -6-
                                     <PAGE>

                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                                  Consolidated
                           Statements of Shareholders'
                               Equity (continued)
                                     For the
                           Period from October 3, 1996
                          (Inception) to June 30, 1998
                            and the Nine Months ended
                                 March 31, 1999


  <TABLE>

<S>                           <C>                  <C>       <C>           <C>

                                                              Deficit
                                                              Accumulated
                               Common Stock        Additional in the       Total
                             -----------------     Paid-In    Development  Shareholders'
                              Shares     Amount    Capital    Stage        Equity
                              ------     ------    -------    -----------   ------------

       Balance at June 30,
         1997 (restated)
         (brought forward)  15,812,500    $1,581  $1,980,104  $(1,926,732) $   54,953

       Issuance of common
          stock in
          November 1997
          in connection
          with a
          private
          placement
          offering at
          $.40 per share,
          less related
          costs of $50,000   1,250,000       125     449,875        -         450,000

       Issuance of common
          stock in
          December 1997,
          in a private
          placement
          offering at
          $.50 per
          share, less
          related costs
          of $36,211            724,274        72     325,854       -         325,926

       Issuance of common
          stock in January
          1998, in a
          private
          placement
          offering at
          $.50 per share,
          less related costs
          of $14,250            285,000        29      128,221      -         128,250

       Issuance of common
          stock in January
          1998,  as a  fee
          in  connection
          with  the  November
          1997  private
          placement offering
          (fair market value
          $.85 per
          share $212,500)       250,000        25          (25)     -          -

       Options granted
          during December
          1997 through April
          1998 for the purchase
          of 315,000 common
          shares to consultants
          as compensation for
          development costs,
          less unearned
          portion ($173,596)       -            -        51,530     -         51,530
                                   --          --       -------     --        ------

       Totals carried forward 18,321,774   $1,832    $2,935,559 (1,926,732) 1,010,659
                             -----------   ------   ----------- ----------- ---------
</TABLE>
                                      -7-
<PAGE>

                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                                  Consolidated
                           Statements of Shareholders'
                               Equity (continued)
                                     For the
                           Period from October 3, 1996
                          (Inception) to June 30, 1998
                            and the Nine Months ended
                                 March 31, 1999


 <TABLE>
<S>                           <C>                  <C>       <C>           <C>

                                                              Deficit
                                                              Accumulated
                               Common Stock        Additional in the       Total
                             -----------------     Paid-In    Development  Shareholders'
                              Shares     Amount    Capital    Stage        Equity
                              ------     ------    -------    -----------   ------------

Totals brought forward      18,321,774  $1,832  $2,935,559  $(1,926,732)   $1,010,659

Issuance of common
  stock in
  January 1998,
  in connection
  with exercise
  of stock options
  at $.05 per share             30,000       3       1,497         -            1,500

Issuance of common
  stock in
  February 1998,
  in connection
  with exercise
  of stock options
  at $.05 per share             27,000       2       1,348         -            1,350

Issuance of common
  stock in May
  1998, at $.50 per
  share, less costs
  of $15,936                   437,000      44     202,520         -          202,564

Issuance of common
  stock in May
  1998, at $.40
  per share, less
  costs of $14,441             445,500      45     163,714         -          163,759

Issuance of common
  stock in May
  1998, in
  connection with
  exercise of stock
  options, at
  $.05 per share               400,000      40       19,960        -          20,000

Current year
  amortization of cost
  of options granted
  in prior periods                   -       -       45,617        -          45,617

Options granted in
  October 1998 to
  consultants for
  the purchase
  of 300,000
  shares of common
  stock for services
  provided through
  June 30, 1998                      -       -       78,680        -          78,680

 Net loss, June 30,
  1998                               -       -          -    (1,163,509)  (1,163,509)
                                    --      --         --    ----------   ----------

Balance at June 30,
  1998 (carried forward)      19,661,274  $1,966  $3,448,895 $(1,926,732) $1,524,129
                             ----------   ------  ----------- ----------  ----------

</TABLE>
                                      -8-
<PAGE>

                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                                  Consolidated
                           Statements of Shareholders'
                               Equity (continued)
                                     For the
                           Period from October 3, 1996
                          (Inception) to June 30, 1998
                            and the Nine Months ended
                                 March 31, 1999


  <TABLE>

<S>                           <C>                  <C>       <C>                <C>

                                                              Deficit
                                                              Accumulated
                               Common Stock        Additional in the            Total
                             -----------------     Paid-In    Development       Shareholders'
                              Shares     Amount    Capital    Stage             Equity
                              ------     ------    -------    -----------       ------------

Balance at June 30,
  1998(brought forward)     19,661,274   $1,966   3,448,895   $(3,090,241)        $360,620

Issuance of common
  stock in July
  1998 in a private
  placement offering at
  $.50 per share, less
  related costs of $750         30,000        3      14,247        -                14,250

Issuance of common
  stock in August
  1998 in a private
  placement offering at
  $.40 per share, less
  related costs of $100          5,000        1       1,899        -                 1,900

Issuance of common
  stock in August
  and September
  1998, in a private
  placement offering at
  $.2580645 per share,
  less related costs
  of $144,077                7,967,000      796    1,911,127       -             1,911,923

Issuance of common
  stock in September
  1998, as fees in
  connection with
  private placement
  offerings in May,
  July,  August and
  September  1998
  (fair market value
  $.39 per share
  $362,454)                    929,370      93           (93)      -                      -

Options granted in
  December 1998 to a
  consultant for
  the purchase of
  150,000 shares
  of common stock
  stock for services
  provided through
  December 31,1998                 -         -        42,807       -                   42,807
                                   --       --       -------       --                  ------

Totals carried forward     28,592,644    $ 2,859  $5,418,882   $(3,090,241)         $2,331,500
                           ----------     -----    ---------    ----------           ---------

</TABLE>
                                      -9-
<PAGE>

                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                                  Consolidated
                           Statements of Shareholders'
                               Equity (concluded)
                                     For the
                           Period from October 3, 1996
                          (Inception) to June 30, 1998
                            and the Nine Months ended
                                 March 31, 1999


<TABLE>

<S>                           <C>                  <C>       <C>                <C>

                                                              Deficit
                                                              Accumulated
                               Common Stock        Additional in the            Total
                             -----------------     Paid-In    Development       Shareholders'
                              Shares     Amount    Capital    Stage             Equity
                              ------     ------    -------    -----------       ------------

Totals brought forward      28,592,644  $2,859   $5,418,882  $(3,090,241)      $2,331,500

Issuance of common
  stock in February 1999,
  in connection with
  exercise of stock
  options at $.05 per
  share                        280,000      28       13,972        -               14,000

Options granted in
  March 1999 to a
  consultant for
  the purchase of
  150,000 shares
  of common stock
  stock for services
  provided through March
  31, 1999                           -       -       39,460        -              39,460

Issuance of common
  stock in March 1999
  in connection
  with the acquisition of
  50% owned affiliate -
  NetEngine Corporation,
  License and related
  fees at fair  market
  value - $.453125 per
  share                         6,500,000   650   2,944,662        -            2,945,312

Amortization of cost
  of options granted
  in prior periods                    -       -     382,598        -             382,598

Net loss, March 31, 1999              -       -          -    (1,472,283)     (1,472,283)
                                     --      --         --     ----------      ----------

Balance at March 31, 1999      35,372,644  $3,537 $8,799,574 $(4,562,524)     $4,240,587
                               ==========   ===== ========== ===========      ===========


</TABLE>


                                      -10-




<PAGE>




                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

                   (Unaudited)
                                                                     Period from
                                                                     October 3,
                                            Nine         Nine           1996
                                            Months       Months      (Inception)
                                            Ended        Ended           to
                                            March 31,    March 31,    March 31,
                                              1999         1998         1999
                                            ---------    ----------  ----------
                                                         (Restated)  (Restated)
                                                          (Note 7)    (Note 7)
Cash flows from operating activities:
    Net loss                             $(1,472,283)  $(418,224)   $(4,562,524)
    Adjustments to reconcile net
    loss to net cash used in operating
    activities:
       Depreciation and amortization          49,022      20,913         82,446
       Development costs and
         professional fees
         paid through the issuance
         of common stock and granting
         of stock options                    324,415      52,716      1,136,242
       Options granted as employee
         compensation                        140,450           -        822,950
       Change in assets and
         liabilities:
         Prepaid expenses and
           other current assets               59,306    (196,082)      (91,616)
         Accounts payable -
           affiliate -
           Dreamplay Research Corp.          (53,702)      47,324            -
         Accrued expenses                   (117,233)     (17,219)     147,141
                                            ---------    --------      -------
    Net cash used in operating activities (1,070,025)    (510,572)   (2,465,361)
                                          -----------    ---------   -----------

Cash flows from investing activities:
    Payment of security deposits             (22,442)     (75,000)      (97,442)
    Purchase of property and equipment       (76,721)    (243,667)     (352,555)
    Investment in 40% owned affiliate -
           Cyberstation Computers &
           Support Inc.                     (339,800)           -      (339,800)
    Costs related to acquisition of
          License                            (45,722)           -       (45,722)
                                              --------     -------      --------
           Cash used in investing
           activities                       (484,685)    (318,667)     (835,519)
                                            ---------    ---------     ---------

        Totals carried forward            $(1,554,710)  $(829,239)   (3,300,880)
                                           -----------  ---------    -----------


                                      -11-
<PAGE>


                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Concluded)

                                                                     Period from
                                                                     October 3,
                                              Nine        Nine          1996
                                              Months      Months     (Inception)
                                              Ended       Ended          to
                                             March 31,    March 31,    March 31,
                                               1999         1998        1999
                                            ---------    ----------  -----------
                                                         (Restated)  (Restated)
                                                          (Note 7)    (Note 7)

Totals brought forward                    $(1,554,710)  $(829,239)  $(3,300,880)

Cash flows from financing activities:
    Net proceeds from issuance of
    common  shares                          1,928,073     904,176     3,861,757
    Decrease in deferred offering costs         6,795           -             -
    Received on exercise of stock options      34,000           -        35,500
                                               -------         --        ------
       Net cash provided by financing
       activities                           1,968,868     904,176     3,897,257
                                            ----------    --------    ---------

Net increase in cash and cash equivalents     414,158      74,937       596,377

Cash and cash equivalents, beginning of
    period                                    182,219     109,138             -
                                              --------    --------            -
Cash and cash equivalents, end of period    $ 596,377    $184,075   $   596,377
                                            ===========  ==========  ===========


                   Supplemental Schedule of Non-Cash Investing
                            and Financing Activities

Common stock issued in connection
   with raising of capital                  $   362,454  $ 212,500  $   574,954
                                            ===========  ==========  ===========

Common stock issued in connection
   with the acquisition of 50% owned
   affiliate - NetEngine Corporation
   and License                              $  2,945,312  $   -       $2,945,312
                                            ===========  ==========  ===========

Receivable from shareholders in
    connection with exercise of
    stock options                           $       -     $   2,850  $    1,350
                                            ===========  ==========  ==========


                                      -12-

<PAGE>



                         PLAYSTAR WYOMING HOLDING CORP.
                (FORMERLY PLAYSTAR CORPORATION) AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1. Basis of Presentation

        The  financial  statements  included  herein are unaudited and have been
    prepared in accordance  with generally  accepted  accounting  principals for
    financial  reporting and  Securities  and Exchange  Commission  regulations.
    Certain information and footnote  disclosures normally included in financial
    statements   prepared  in  accordance  with  generally  accepted  accounting
    principles  have  been  condensed  or  omitted  pursuant  to such  rules and
    regulations.  In the opinion of management the financial  statements reflect
    all  adjustments  (of a normal and recurring  nature) which are necessary to
    present fairly the financial position,  results of operations and cash flows
    for the  interim  periods.  These  financial  statements  should  be read in
    conjunction with the Annual Report of PlayStar Wyoming Holding Corp. on Form
    10-K for the year ended June 30, 1998. The results for the nine months ended
    March  31,1999 are not  necessarily  indicative  of the results  that may be
    expected for the year ending June 30, 1999.


Note 2. Nature of Business and Basis of Consolidation

        The consolidated  financial  statements include the accounts of PlayStar
    Wyoming   Holding   Corporation   ("PlayStar   Wyoming")(formerly   PlayStar
    Corporation) and its wholly owned  subsidiaries  PlayStar Limited,  a Jersey
    Island  corporation,  Players Ltd, an Antigua corporation and Antigua Casino
    and  Sports  Book  Limited,  an  Antigua   corporation   (collectively  "the
    Company").  All intercompany  accounts and transactions have been eliminated
    in consolidation.

        The Company has been in the development stage since its incorporation on
    October 3, 1996. Through its subsidiaries the Company, designs, develops and
    operates,  an on-line gaming service operating  interactive,  software-based
    games of chance, accessible world-wide through the Internet.

        Effective  September  4, 1998,  pursuant to a Merger  Agreement,  and an
    Application  for  Certificate of Transfer,  Playstar  Corporation was merged
    with and  into  Playstar  Wyoming  Holding  Corp.,  a newly  formed  Wyoming
    corporation that became the surviving  entity (the "Merger").  Subsequently,
    pursuant to a Wyoming  statutory  continuation  procedure,  Playstar Wyoming
    became an Antigua corporation  ("Playstar Antigua").  In accordance with the
    terms of the merger, each outstanding share of Playstar Corporation's common
    stock was  automatically  converted into one  outstanding  share of Playstar
    Wyoming  common stock and  subsequently,  in  connection  with the statutory
    continuation procedure referred to above,  automatically  converted into one
    ordinary share, par value $.0001 of Playstar Antigua.

                                      -13-

<PAGE>

        Since the effective  time of the  reorganization,  PlayStar  Wyoming has
    continued  to  conduct  the  business  previously  carried  on  by  PlayStar
    Delaware.  Except for PlayStar  Wyoming's  new domicile,  the  activities of
    PlayStar  Wyoming are  identical to that of PlayStar  Delaware  prior to the
    effective  time  of  the  reorganization.  Accordingly,  references  in  the
    discussion  of the business of PlayStar  Wyoming  include the  operations of
    PlayStar Wyoming and PlayStar Delaware.

           On March 25, 1999, the Company  acquired,  40% of the common stock of
    Cyberstation  Computers & Support,  Inc. for Cdn.$  500,000  ($339,800).  In
    addition to this transaction, Players Ltd., entered into a license agreement
    with Cyberstation Limited, a St.Kitts corporation ("Cyberstation").  Players
    was  granted an  exclusive  irrevocable  perpetual  royalty-free  license to
    Cyberstation`s  software  and  intellectual  property,  presently  owned  or
    hereafter  to be  acquired  or  developed,  for  use in  certain  designated
    countries and geographic territories.  In consideration for the grant of the
    license,  the Company issued to Cyberstation  5,000,000 of its common stock.
    In  addition,  the Company  issued  1,500,000  of its common  stock to third
    parties as fees in connection with this transaction.

        Players also received, as part of the transaction the following:

         1. 50% ownership in the common stock of NetEngine Corporation, a St.
            Kitts corporation)("NetEngine").

         2.An option to purchase for $100, at the  termination of the management
           services   agreement   (described   below),  the  software  programs,
           including related source codes,  developed by Cyberstation for use in
           marketing, administration,  and/or game playing activities related to
           casino style gaming on the Internet.

         3.An option to purchase 100% of the common stock of Dreamplay  Research
           Corp., an Ontario,  Canada corporation for $100.  Dreamplay served as
           the Company's software developer until December 29, 1998.

        The Company also entered into a management  agreement with Cyberstation,
    whereby Cyberstation provides management services to the Company's operating
    subsidiaries, which terminates on June 30, 2002. Cyberstation will receive a
    base  management  fee of Cdn.$ 160,000 (US $105,000) per annum and a payment
    equal to 15% of the  pre-tax  profits  of  Players;  and 10% of the  pre-tax
    profits,  in excess of  certain  thresholds  as  defined  in the  management
    agreement, of the Company.

                                      -14-
<PAGE>

        In  addition,  the  Company has granted  Cyberstation  three  options to
    acquire an aggregate of 5,000,000 common stock of PlayStar as follows:

                                          Exercise
           No. of Shares                     Price
           -------------                  --------
           1,000,000                       $   .25
           2,000,000                           .50
           2,000,000                          1.00
           ---------
           5,000,000

        These  options  vest  over a  three-year  period,  and only  then if the
    pre-tax profits of PlayStar, as defined, exceed certain amounts described in
    the management agreement.


Note 3. New Accounting Pronouncements

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
    Income,"  which is effective for fiscal years  beginning  after December 15,
    1997.  This  Statement  establishes  standards  for reporting and display of
    comprehensive  income  and  its  components  in  financial  statements.  The
    Statement is effective for PlayStar's  financial  statements  commencing the
    year ending June 30, 1999.  The adoption of this  Statement  will not have a
    material effect on PlayStar's financial statements.


        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
    of an  Enterprise  and Related  Information,"  which is effective for fiscal
    years  beginning  after  December  15,  1997.  This  Statement   establishes
    standards  for the  manner  in which a public  business  enterprise  reports
    certain  information about operating segments and discloses  enterprise-wide
    information  about  its  products  and  services,  activities  in  different
    geographic  areas,  and its reliance on major  customers.  The  Statement is
    effective for  PlayStar's  financial  statements  commencing the year ending
    June 30,  1999.  The  adoption  of this  Statement  will not have a material
    effect on PlayStar's financial statements.


        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
    Instruments  and Hedging  Activities,"  which is effective  for fiscal years
    beginning  after June 15, 1999.  This statement  establishes  standards that
    require that all derivative  instruments be recorded on the balance sheet at
    their fair value.  This  statement is  effective  for  PlayStar's  financial
    statements  commencing  the year ending June 30, 2000.  The adoption of this
    statement  will  not  have  a  material   effect  on  PlayStar's   financial
    statements.


                                      -15-
<PAGE>

Note 4. Investment in 50% owned affiliate - NetEngine Corporation and License

        Shares issued at fair market value $.453125

           Cyberstation Limited     5,000,000 shares        $2,265,625
           Fees                     1,500,000 shares           679,687
           Related costs                                        45,722
                                                            ----------
                                                            $2,991,034


Note 5. Computation of Net Loss per Common Share

        The Company adopted SFAS No. 128,  "Earnings per Share".  This statement
    requires that the Company report basic and diluted earnings (loss) per share
    for all periods reported. Basic net income (loss) per share is calculated by
    dividing net income (loss) by the weighted  average  number of common shares
    outstanding for the period.  Diluted net income (loss) per share is computed
    by  dividing  net income  (loss) by the  weighted  average  number of common
    shares  outstanding  for the period,  adjusted  for the  dilutive  effect of
    common stock  equivalents,  consisting of dilutive  common stock options and
    warrants using the treasury stock method.

        For all periods  presented,  common  stock  options and warrants are not
    included in the  computation  as they would be  anti-dilutive.  In the event
    that the Company was to report net income in future  periods,  these options
    and warrants aggregating  10,668,000 at March 31, 1999 could have a dilutive
    effect on future earnings per share calculations in those periods.


Note 6. Possible Legislation in the United States Congress

        On July 23, 1998, the Senate passed an appropriations bill containing an
    amendment by Senator John Kyl of Arizona, which would prohibit gaming on the
    Internet in the United States. The proposed prohibition was not enacted into
    law in 1998, but it or a similar bill may be reintroduced  shortly.  Several
    similar bills were also  introduced in the House of  Representatives  in the
    summer of 1998, and House Internet  gaming  legislation  may be reintroduced
    this year as well.

        If legislation  prohibiting  gaming on the Internet is enacted into law,
    that  legislation  could have a significant  effect on the Company's  online
    gaming  operations.  If  a  law  prohibiting  Internet  gaming  passes,  the
    Company's gaming subsidiaries  (Limited and Casino) might be forced to cease
    all marketing and promotional activities in the United States to ensure that
    no  solicitation  of United  States  citizens  occurs.  If such  legislation
    prohibits  United States  citizens from gaming on the Internet,  the Company
    may be  expected  to  lose  a  significant  portion  of  its  online  gaming
    customers.

                                      -16-

<PAGE>

Note 7. Restatement of 1997 Financial Information

        The financial  statements as of June 30, 1997 and for the period October
    3, 1996  (inception)  to June 30, 1997 have been restated to comply with the
    requirements of APB No. 25 and SFAS 123.

        The effect of the  correction  with  respect to the  recording  of stock
    options granted to employees and  consultants  during the period has been to
    increase  development  costs  charged  to  operations  by  $461,000,  and to
    increase employee compensation charged to operations by $682,500.

        In total,  the effect of the restatement  has been to charge  operations
    $1,143,500 ($.08 per share).


Note 8. Subsequent Events

        On April 8, 1999 Stuart Brazier joined the Company as its new President,
    Chairman of the Board and Chief Executive Officer. At that time, Mr. Brazier
    was the beneficial  owner of the remaining 50% of NetEngine not owned by the
    Company.  He had  underway  negotiations  involving  millions of  processing
    dollars  and it was agreed that the Company  would  acquire his  interest in
    NetEngine for  2,000,000  shares of its common stock  (1,000,000,  of which,
    would be not  issued  until  January  8,  2000);  and grant him an option to
    acquire an  additional  500,000  shares of common stock at $1.25 until March
    31, 2001.

        During May the Company agreed to acquire from Hanver Trust Company a 90%
    interest in VirtualCard PLC, a Nevis public liability  company for 2,000,000
    shares of its common stock plus an additional 100,000 shares in fees.


Item 2.  Management's Discussion and Analysis or Plan of Operation

       The information contained in this report on Form 10-QSB contains "forward
    looking statements" within the meaning of Section 27A of the Securities Act,
    and Section 21E of the Exchange Act.  Actual results may  materially  differ
    from  those  projected  in the  forward  looking  statements  as a result of
    certain risks and  uncertainties  set forth in  this report.     Although we
    believe that the assumptions made and expectations  reflected in the forward
    looking statements are reasonable, actual results may differ materially from
    those suggested by the forward looking statements for various reasons.


                                      -17-

<PAGE>



    PlayStar/PlayStar Wyoming

        PlayStar is a holding company which, through its subsidiaries,  PlayStar
    Limited, Antigua Casino and NetEngine, operates, promotes and commercializes
    e-commerce   transactions  and  an  on-line  gaming  service,   that  offers
    interactive, software-based games of chance.

        Antigua  Casino  conducts  PlayStar's  Internet  gaming  business,   and
    PlayStar  Limited licenses gaming  technology to Antigua  Casino's  Internet
    gaming  business.  For the period  from  inception  on October 3, 1996 until
    March 31,  1999,  the  cumulative  earned  interest  and  casino  revenue of
    PlayStar was $178,519 and its accumulated deficit was $4,562,524.

        NetEngine will conduct the e-commerce activities of the Company.

        During 1996 and 1997,  PlayStar  raised an aggregate of $825,000 in cash
    through three private placements. In November and December 1997, and January
    1998,  PlayStar  raised an  additional  $1,004,637  through  two  additional
    private  placements.  In May,  July and  August  1998,  PlayStar  raised  an
    additional   $2,469,700  through  additional   private   placements.   These
    financings  have been sufficient to satisfy  PlayStar's  cash  requirements.
    From these proceeds,  the Company and its  subsidiaries  paid  approximately
    $1,215,000 for products and services provided by Dreamplay and approximately
    $1,000,000  for  legal,  accounting,  public  relations  and  administrative
    services  through  March 31,  1999.  At that  date  PlayStar  had  available
    approximately $550,000 in working capital. Of this amount,  PlayStar intends
    to pay  for the  majority  of its  advertising,  marketing  and  promotional
    efforts on a performance-related commission and/or profit sharing basis.

        Management  believes that PlayStar will have sufficient funds to conduct
    its operations for at least through, at least, June 30, 1999.


    PlayStar Limited

        PlayStar  Limited's  efforts  are  centered  on the  purchase of on-line
    gaming and financial  transaction  processing software incorporated into the
    creation of an electronic casino operating over the Internet.

        Effective April 1, 1998,  PlayStar Limited and Dreamplay  Research Corp.
    entered into an agreement in which PlayStar  Limited  retained  Dreamplay to
    provide PlayStar  Limited's  gaming software.  Pursuant to the terms of this
    agreement,  Dreamplay  assigned  to PlayStar  Limited  all right,  title and
    interest in the software designed and developed for PlayStar Limited,  under
    a previous agreement for services.

                                      -18-
<PAGE>

        PlayStar  Limited  licenses its gaming  technology to Antigua Casino who
    then operates the electronic casino.


    Antigua Casino

        Antigua  Casino's  Articles  of  Incorporation  enable it to  operate an
    Internet-based  casino.  Using the technology  developed by PlayStar Limited
    and licensed to it, Antigua  Casino's  casino service,  at  www.antigua.org,
    allows patrons to play interactive  games in real time either in "free" mode
    or in "live" mode. In "live" mode,  patrons wager with chips  acquired using
    electronic  money or  "e-cash"  that was  purchased  through  credit  cards,
    wire-transfers and money orders. Antigua Casino initially offers a selection
    of casino-style games, including, but not limited to blackjack,  draw poker,
    baccarat, roulette and three different slot machines.

        In December 1997, PlayStar Limited, on behalf of Antigua Casino, applied
    to the  government of Antigua for an electronic  casino gaming  license.  On
    January 28, 1998, the Antigua  government  granted approval for the issuance
    of the license to Antigua  Casino.  Antigua Casino began  operations of this
    casino  immediately  following the  consummation  of the  reorganization  on
    September 14, 1998.

        Since the opening of its casino,  Antigua Casino continued to operate in
    development  mode  under  conditions  of live play and real  money  wagering
    rather than only the free play of its earlier testing.

        This  focus was  carried  forward  into the first  quarter  of 1999 with
    ongoing analysis of the performance and the  functionality of the casino. In
    addition,  customer  service systems and procedures were modified to reflect
    the reality of being live on line. Limited marketing  activities resulted in
    a gradual build-up of the client and revenue base.

        With credit cards  proving to be the means  whereby  almost 100% of this
    type of play is conducted,  an important factor of operations is the ability
    to ensure adequate facilitation capability,  not only from the standpoint of
    costs but also from the degree of fraud  protection  provided.  This control
    enables chargebacks to be held to a minimum.

        Experience,  during  the last  quarter of 1998,  indicated  the need for
    substantial improvement in this area.  Accordingly,  management instituted a
    search for an  alternative  solution to that then being  carried  out.  With
    concern being expressed over possible changes in North American legislation,
    it was felt that such a solution would be required to be offshore.

                                      -19-
<PAGE>

        Analysis  of the market  indicated  that this was an area ill served and
    suggested  that a solution  would  provide  the  Company,  not only with its
    internal  needs,  but also offer the  considerable  possibility of taking it
    into highly  profitable areas of business activity outside the sphere of its
    casino operations.

        As 1998  concluded,  management  found  in  Cyberstation,  not  only the
    possibility of meeting these needs through the licensing of its ultra secure
    encryption  technology and sophisticated  data reporting  capabilities,  but
    also access to excellent  sources of software  design to further enhance the
    Company's   Java  based  casino   games.   Management   also  believed  that
    Cyberstation  would  provide  the  Company  with the  ability  to  introduce
    substantial savings in the cost infrastructure of its operations.

        Accordingly,  with negotiations  underway for these  enhancements to its
    direction,  the  Company  felt  that  its  future  would be best  served  by
    concluding its relationship  with Dreamplay and this contract was terminated
    in late December 1998.

        For the March 1999 quarter,  casino results were adversely affected by a
    number of large winners outside of a considered  norm.  However,  we believe
    that long-term  benefits are derived from favourable word of mouth publicity
    in meeting payments to such winners.

        While  negotiations  with  Cyberstation  were  taking  place  during the
    quarter,  Cyberstation  personnel conducted a full examination of the gaming
    and back office software with a view towards its enhancement.

        The casino intends  shortly to introduce a unique  two-tiered  affiliate
    business  opportunity called  QuickConnect.  Under the program,  webmasters,
    from  anywhere on the  Internet,  are  encouraged to host a direct link from
    their  websites  into  our  casino  games.  Webmasters  who  become  program
    "Associates"  use this  casino  gateway  to feed  players  into our new cash
    management system, CashEngine. This product allows all players to be tracked
    back to the originating website, and provides the Associate with the ability
    to earn a 30% participating  commission in the casino's net win.  Associates
    become  members  of the  Master  Associate  Program  by  signing  up two new
    QuickConnect   Associates,   thereby  earning  an  additional  20%  override
    commission.

        With each  QuickConnect  application,  Associates and Master  Associates
    will be offered a CashEngine  eCash account for easy tracking of commissions
    (see also possible use of a VirtualCard discussed below).

        During  May we  have  introduced  player  incentive  contests  and  have
    undertaken some direct e-mail programs, which have resulted in a significant
    increase in player activity.



                                      -20-

<PAGE>



NETENGINE

        A significant  amount commerce is now being conducted over the Internet.
    Most of this  e-commerce is conducted using credit cards, as consumers reach
    a comfort level that allays security concerns.

        As  merchants  accept the Internet as a place for doing  business,  many
    will recognize  that they have much to gain by going offshore  because it is
    relatively easy for them to set up shop@anywhere.com.

         They  are the  first  generation  of  merchants  who can  choose  their
    business  domicile.  With the right corporate  structure in place,  they can
    select the jurisdiction under which their profits are settled and taxed.

        As  traditional  businesses  expand online and become truly global,  the
    Company believes that there will be a shift to multi-national  thinking with
    merchants  identifying the opportunity and benefits of processing e-commerce
    transactions in an offshore jurisdiction.

        Recognizing  the huge  potential  of  providing  credit card  processing
    services,  NetEngine  has licensed a number of  "Software  Engines" for this
    purpose.


    Card Engine

        Using  2,048  bit RSA keys that are rated  military  grade  cryptography
    allows  merchants  to perform  credit  card  processing  in an ultra  secure
    manner.  The  keys  are  used to  sign  the  merchant  and  transaction  hub
    certificates for cross verification  purposes. In addition, the certificates
    provide  control  over access to  reviewing  online  reports  outlining  the
    transactions.

        Transactions  occur  live  and  only  take a few  seconds  of real  time
    processing.  As part  of  this  function,  access  is  made to an  effective
    database set up to limit possible consumer and merchant fraud.

        The system submits each  transaction to online  monitoring and real time
    accounting  from the  standpoint  of both the merchant  and its Bank.  These
    financial  institutions  in turn  use the  system  to  monitor  their  total
    merchant network.

        As developed  outside the United  States,  without  participation  of US
    citizens,  it allows the technology to be used world-wide  without violating
    any cryptographic export restrictions.


                                      -21-
<PAGE>


    Cash Engine

        The product works in  conjunction  with  CardEngine.  While the merchant
    uses CardEngine to process and report credit card  transactions,  CashEngine
    provides customers and marketing partners with electronic cash.

        Using its  licensed  proprietary  2,048 bit  encryption  technology,  it
    allows for a software product with a set of functions associated to a unique
    computer certificate.

        The creation of an eCash  account  allows  customers  and  affiliates to
    purchase goods or services from member  merchants or transfer funds to other
    eCash  account  holders.  In this way,  eCash  develops  into a product that
    becomes used across numerous websites as a form of tender.

        The eCash  management  system allows users to review  transactions  that
    have  occurred  within their  accounts and the status of their eCash account
    balance.  Without the creation of a unique  certificate  being  allocated to
    each user, this would not be possible.

        The  possession  of an eCash  account also allows the user access to our
    newly acquired product namely VirtualCard.

    VirtualCard

        This product serves as a secured credit  card/debit card matched against
    funds within  eCash  account.  Balances  within the account  govern  useable
    limits.  Upon request,  and subject to an annual fee, the user may request a
    physical  Master Card that can be used to purchase  goods and services,  not
    only on the Internet,  but elsewhere.  These  transactions  are administered
    using  the  Bank's  existing  technical  infrastructure;  with an  interface
    provided by CashEngine to monitor available spending.

        Similar review and reporting capabilities as eCash are available,  again
    governed by the existence of a unique certificate.

    Marketing

        Management  believes that the most  effective way to penetrate  into new
    markets will be through a network of joint  ventures.  These joint  ventures
    will make up what will be known as the  "NetEngine  Network."  NetEngine and
    the joint venture partner will jointly own each company within the NetEngine
    Network.  NetEngine will provide the CashEngine and CardEngine  technologies
    while the  joint  venture  partner  will  provide  the  local  contacts  and
    resources.

        NetEngine  will  work  with the local  partner  to set up the  NetEngine
    operation.  The ideal partner is one with a good relationship with Acquiring
    Banks and other  strategic  entities  such as  Internet  Service  Providers.
    NetEngine will provide a turnkey solution including but not limited to:

         1. The NetEngine name, logo and business plan;
         2. The CardEngine and CashEngine Software Technologies;
         3.  Credit  Card  Processing   Agreements  for  the  local
         Acquiring Bank;
         4. Merchant application forms and contracts;  5. Cardholder application
         forms  and  contracts;  and 6.  Customer  Service  and  Sales  training
         manuals;

        NetEngine recently announced its first such joint venture with MasterPay
    Limited,  a Nevis company.  Using Banks based in Guatemala City,  management
    project that the Company will earn over $2 million in  processing  income by
    the end of 1999.

        The Company's investment in Cyberstation Computers and Support allows it
    to  participate  in  revenues  obtained  in  marketing  similar  products in
    territories not covered in the Cyberstation license.


                                      -22-
<PAGE>


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               PLAYSTAR WYOMING HOLDING CORP.



                               By:  /s/ William F.E. Tucker
                                   --------------------------
                                   William F.E. Tucker
                                   Treasurer and Secretary



                                      -23-


<PAGE>