SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported) February 16, 1999
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                         Playstar Wyoming Holding Corp.
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             (Exact name of Registrant as Specified in its Charter)


               Antigua                  000-24929               52-209-8787 
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    (State or Other Jurisdiction       (Commission             (IRS Employer
         of Incorporation)             File Number)          Identification No.)


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


Registrant's telephone number, including area code (268) 562-0075               
                                                  ------------------------------

                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)

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ITEM 5.  OTHER EVENTS

Pursuant to the terms and conditions set forth in the Master Agreement, dated as
of January 2, 1999, by and among Playstar Wyoming Holding Corp. (the "Company"),
Cyberstation Limited, a corporation organized and existing under the laws of St.
Kitts  ("Cyberstation")  and Joseph Alves and Alicia Da  Conceicao  (the "Master
Agreement"),  on February 16, 1999, the Company completed a transaction  whereby
the Company  issued  5,000,000 of its ordinary  shares,  valued at U.S. $.31 per
share, to  Cyberstation in  consideration  for  Cyberstation's  grant to Players
Limited,  a wholly-owned  Antigua subsidiary of the Company ("Playstar Sub"), of
an  exclusive  perpetual  royalty-free  license to use,  in  certain  designated
territories,  Cyberstation's  intellectual property and company software, either
owned  at  the  date  of  closing  or  acquired  or  developed  by  Cyberstation
thereafter.

As part of the foregoing transaction,  the Company and Cyberstation  consummated
the following transactions:  (i) pursuant to a Subscription Agreement,  dated as
of January 2, 1999 (the  "Subscription  Agreement"),  by and between the Company
and Cyberstation  Computers & Support Inc., a corporation organized and existing
under the laws of Ontario ("Cyberstation Computers"),  the Company purchased 400
common  shares of  Cyberstation  Computers  and, in  connection  therewith,  the
Company  entered into a  Shareholder  Agreement,  dated as of February 16, 1999,
with  Cyberstation  Computers  and each of Joseph  Alves and Alicia Da Conceicao
(the  "Shareholder   Agreement");   (ii)   Cyberstation   entered  into  License
Agreements,  dated as of February 16, 1999, with each of Cyberstation  Computers
and  Playstar  Sub;  (iii)  Cyberstation  transferred  to the Company 50% of the
issued and  outstanding  shares of Net Engine St. Kitts  Limited,  a corporation
organized and existing under the laws of St. Kitts, (iv) Cyberstation granted to
Playstar  Sub an  option  to  acquire  certain  software  programs  and  systems
(including  source  codes)  developed by  Cyberstation  for use in marketing and
administration of casino gaming on the internet and (v) Cyberstation  granted to
Playstar Sub an option, expiring on December 31, 2009, to purchase for a nominal
amount,  all of the issued and outstanding  shares of capital stock of Dreamplay
Research  Corporation,  a corporation  organized and existing  under the laws of
Ontario.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, EXHIBITS.

(c)    EXHIBITS

10.1   Master Agreement,  dated as of January 2, 1999, by and among the Company,
       Cyberstation, Joseph Alves and Alicia Da Conceicao.
10.2   Form of Playstar Licence Agreement, dated as of February 16, 1999, by and
       between Cyberstation and the Playstar Sub.
10.3   Form of Dreamplay Option Agreement, dated as of February 16, 1999, by and
       among Cyberstation, the Playstar Sub and Dreamplay Research Corporation.
10.4   Form of Management Services Agreement,  dated as of February 16, 1999, by
       and between the Company and Cyberstation.

<PAGE>

10.5   Form of Cyberstation Licence Agreement, dated as of February 16, 1999, by
       and between Cyberstation and Cyberstation Computers.
10.6   Subscription  Agreement,  dated as of January 2, 1999, by and between the
       Company and Cyberstation Computers.
10.7   Shareholder  Agreement,  dated as of February 16, 1999,  by and among the
       Company, Cyberstation Computers and Joseph Alves and Alicia Da Conceicao.


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                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereto duly authorized.


                                              PLAYSTAR WYOMING HOLDING CORP.

Date: April 15, 1999                          By: /s/ WILLIAM F.E. TUCKER
                                                  -----------------------
                                                      William F.E. Tucker