SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-KSB
                         AMENDMENT NO. 1

[ X ]      Annual Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934.

[   ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934.

              For the fiscal year ended May 31, 1999

                 Commission File Number: 0-22814

                      XCEL MANAGEMENT, INC.
      ------------------------------------------------------
      (Exact name of Registrant as specified in its Charter)

            UTAH                                 87-0363613
-------------------------------              ----------------
(State or other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)               Identification No.)

      781 East 2300 South
       Bountiful, Utah                          84010
----------------------------------------      ---------
(Address of Principal Executive Offices)      (Zip Code)

Registrant's Telephone Number including Area Code: (801) 292-4104
                                                   --------------

Palace Casinos, Inc., 1270 Eagle Gate Tower, Salt Lake City, Utah 84111
-----------------------------------------------------------------------
       Former name, former address and former fiscal year,
                  if changed since last report.


Securities Registered Pursuant to Section 12(b) of the Act:

                                                 Name of Each Exchange
     Title of Each Class                         on which Registered
     -------------------                         -------------------
             None                                      None

Securities Registered Pursuant to Section 12(g) of the Act:

               Common Stock, $0.001 par value
               --------------------------------
                         (Title of Class)

     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 [  ]

<PAGE>

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ X ]

     Check whether the issues has filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.  Yes [X] No [  ]

      During the most recent fiscal year, the issuer had no revenues.

      The aggregate market value of the Registrant's voting stock held by
non-affiliates computed with reference to the bid prices in the
over-the-counter market on December 10, 1999, was $100,800.

      As of the date of this report, the Registrant had a total of 1,800,000
shares of its common stock, par value $.001, issued and outstanding.

      DOCUMENTS INCORPORATED BY REFERENCE.  None.

      This amendment is being filed to correct a mistake on the cover page of
this report that was previously filed on January 7, 2000.

<PAGE>

                            SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.

                                         REGISTRANT:

                                         XCEL MANAGEMENT, INC.

January 19, 2000                         By: /s/ Steve Rippon
                                           -------------------------
                                                Steve Rippon, President