<PAGE>

<TABLE>
<S><C>
                       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 June 30, 1999

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

     For the transition period from _____________ to _____________

                         Commission file number 0-17001

                        Choices Entertainment Corporation
 -----------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                52-1529536
-------------------------------        ------------------------------------
(State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
Incorporation or Organization)

10770 Wiles Road  Coral Springs, Florida            33076-2009
----------------------------------------            ----------
(Address of Principal Executive Offices)            (Zip code)

                 Issuer's Telephone Number, Including Area Code
                                 (954) 752-4289
                                  ------------
 --------------------------------------------------------------------------------
(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 or15 (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[ ]

 State the number of shares outstanding of the issuer's Common Stock, as of June 15, 1999:

                                   22,004,395

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]
</TABLE>


<PAGE>

                         PART I - FINANCIAL INFORMATION

         Item 1.           Financial Statements

<TABLE>
<CAPTION>
Index to Financial Statements                                                         Page Number
-----------------------------                                                         -----------
<S>                                                                                   <C>

Consolidated Condensed Balance Sheet at June 30, 1999
And December 31, 1998 (Unaudited)...............................................             1

Consolidated Condensed Statements of Loss for the
Three and Six Months Ended June 30, 1999 and 1998 (Unaudited)...................             2

Consolidated Condensed Statements of  Stockholders' Deficit for the
Six Months Ended June 30, 1999 (Unaudited)......................................             3

Consolidated Condensed Statements of Cash flows for the
Three and Six Months Ended June 30, 1999 and 1998 (Unaudited)...................             4

Notes to the Unaudited Consolidated Condensed Financial Statements..............             5

         Item 2.  Management Discussion and Analysis............................             7


                           Part II - OTHER INFORMATION

         Item 1.  Legal Proceedings.............................................             8

         Item 6.  Exhibits Index................................................           E-1
</TABLE>



                                       -i-


<PAGE>

                         Part I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                        CHOICES ENTERTAINMENT CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                      June 30, 1999                December 31,1998
                                                                      -------------                ----------------
                                                                       (Unaudited)                   (Unaudited)
<S>                                                                   <C>                          <C>
ASSETS
Current assets:
    Cash                                                               $      3,988                   $      2,074
                                                                       ------------                   ------------
        Total current assets                                                  3,988                          2,074

Other assets                                                                    146                            146
                                                                       ------------                   ------------
       Total assets                                                    $      4,134                   $      2,220
                                                                       ============                   ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Accounts payable                                                   $      5,851                   $     11,851
    Accrued merger and acquisition expenses                                     -0-                         50,000
    Accrued professional fees                                                93,345                         30,403
                                                                       ------------                   ------------
        Total current liabilities                                            99,196                         92,254
                                                                       ------------                   ------------
Long-term liabilities
    Notes payable - noncurrent                                              125,000                            -0-
    Other long-term liabilities                                               3,163                            -0-
                                                                       ------------                   ------------
        Total long-term liabilities                                         128,163                            -0-
                                                                       ------------                   ------------
        Total liabilities                                                   227,359                         92,254
Stockholders' deficit:
    Preferred stock, par value $.01 per share:
        Authorized 5,000 shares: 109 shares issued
        and outstanding in 1999 and 1998                                          1                              1
    Common stock, par value $.01 per share:
        Authorized 50,000,000 shares: issued and
        outstanding 22,004,395 shares in 1999 and 1998                      220,044                        220,044
    Additional paid-in-capital                                           21,236,035                     21,236,035
    Accumulated deficit                                                 (21,679,305)                   (21,546,114)
                                                                       ------------                   ------------
        Total stockholders' deficit                                        (223,225)                       (90,034)
                                                                       ------------                   ------------
                                                                       $      4,134                   $      2,220
                                                                       ============                   ============
</TABLE>

See accompanying notes to financial statements.





                                       -1-

<PAGE>



                        CHOICES ENTERTAINMENT CORPORATION
                    CONSOLIDATED CONDENSED STATEMENTS OF LOSS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                For the Three Months                     For the Six Months
                                                   Ended June 30,                          Ended June 30,
                                             -------------------------              --------------------------
                                               1999            1998                1999                1998
                                             ---------       ---------          ----------          ----------
<S>                                          <C>             <C>                <C>                 <C>
Operating costs and expenses:

  Selling and administrative expenses        $   7,977       $  23,153           $  16,129           $  59,331
  Professional and consulting expenses          76,112          18,740             113,899              49,401
  Depreciation and amortization                    -0-             403                 -0-                 484
                                             ---------       ---------           ---------           ---------
      Total operating costs and expenses        84,089         114,600             130,028             109,216
                                             ---------       ---------           ---------           ---------
Other expenses:
  Gain on settlement of lawsuit                     -0-         10,000                 -0-              40,000
  Interest income (expense), net                (2,958)             84             (3,163)               1,034
                                              --------       ---------           --------            ---------
      Total other expenses                      (2,958)         10,084             (3,163)              41,034
                                              --------       ---------           --------            ---------

Loss from continuing operations               $(87,047)        (32,212)          (133,191)             (68,182)
                                              --------       ---------           --------            ---------
Discontinued operations:
    Loss from discontinued operations
                                              --------       ---------           --------            ---------

Net loss                                       (87,047)      $ (32,212)          (133,191)             (68,182)
                                              ========       =========           ========            =========

Net loss per share of common stock:

  Basic loss  per share:
     Continuing operations                    $     -0-      $     -0-           $  (0.01)          $      -0-
                                              =========      =========           =========           =========
     Discontinued operations                  $     -0-      $     -0-           $     -0-           $     -0-
                                              =========      =========           =========           =========
   Diluted loss per share:
     Continuing operations                    $     -0-      $     -0-           $  (0.01)          $      -0-
                                              =========      =========           =========           =========
     Discontinued operations                  $     -0-      $     -0-           $    -0-           $      -0-
                                              =========      =========           =========           =========
</TABLE>

See accompanying notes to financial statements.


                                       -2-

<PAGE>



                          CHOICES ENTERTAINMENT CORPORATION
                CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                       For the Three Months Ended June 30, 1999
                                      (Unaudited)


<TABLE>
<CAPTION>
                                   Preferred Stock             Common Stock         Additional
                                 --------------------    -----------------------     Paid-in         Accumulated
                                  Shares     Amount        Shares      Amount        Capital           Deficit           Total
                                 --------  ----------    ----------   ----------   --------------    ------------     -----------
                                 <S>       <C>           <C>          <C>          <C>               <C>              <C>
Balance at December 31, 1998:
                                   109         $1        22,004,395     $220,044      $21,236,035     $(21,546,114)    $ (90,034)
Net loss for the six months
    ended June 30, 1999:
                                                                                                          (133,191)     (133,191)
                                   ---         ---       ----------     --------      -----------     ------------     ---------
                                   109         $1        22,004,395     $220,044      $21,236,035     $(21,679,305)    $(223,225)
                                   ===         ===       ==========     ========      ===========     ============     =========
</TABLE>

See accompanying notes to financial statements.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]




                                       -3-

<PAGE>



                        CHOICES ENTERTAINMENT CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                           For the Six Months
                                                                             Ended June 30,
                                                                    -------------------------------
                                                                        1999                 1998
                                                                    ----------            ---------
<S>                                                                 <C>                   <C>
Cash flows from operating activities:
Net loss                                                            $ (133,191)           $ (35,970)
                                                                    ----------            ---------
Adjustments to reconcile net loss
  to net cash provided by (used in) operating activities:
    Depreciation and amortization                                          -0-                   81
Change in assets and liabilities:
  Increase in accounts receivable                                          -0-              (28,877)
Decrease in other assets
  Increase (decrease) in accounts payable                               (6,000)             (23,381)
  Decrease in accrued merger and acquisition
    Expenses                                                           (50,000)
  Decrease in accrued professional fees                                 62,942              (78,528)
  Increase (decrease) in accrued salaries                                  -0-               (2,859)
  Decrease in other accrued expenses                                       -0-                 (420)
                                                                    ----------           ----------
Total adjustments                                                        6,942             (133,985)
                                                                    ----------           ----------
Net cash provided by (used in) operating activities                   (126,249)            (169,955)
                                                                    ----------           ----------
Cash flows from investing activities:
   Proceeds from sale of fixed asset                                                            164
                                                                   -----------           ----------
Net cash provided by  (used in) investing activities                                            164
                                                                   -----------           ----------
Cash flows from financing activities:
    Proceeds from notes payable                                        125,000
    Other long-term liabilities                                          3,163
                                                                   -----------           ----------
Net cash used in financing activities                                  128,163
                                                                   -----------           ----------
Net increase  (decrease) in cash                                         1,914             (169,791)
Cash at beginning of period                                              2,074              197,117
                                                                   -----------           ----------
Cash at end of period                                              $     3,988           $   27,326
                                                                   ===========           ==========
Supplementary disclosure of cash flow information:
   Cash paid during the year for interest                          $       -0-           $      -0-
                                                                   ===========           ==========
</TABLE>


See accompanying notes to financial statements.



                                       -4-

<PAGE>



                        CHOICES ENTERTAINMENT CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.           Financial Statements

                  Quarterly Financial Statements:

                           The accompanying unaudited financial statements for
                  the three-month and six-month periods ended March 31, and June
                  30, 1999 and 1998 have been prepared in accordance with the
                  instructions for Form 10QSB and do not include all of the
                  information and footnotes required by generally accepted
                  accounting principles for completed financial statements.

                           In the opinion of management, all adjustments,
                  consisting of normal recurring adjustments, which are
                  necessary for a fair presentation of the results for the
                  interim period have been made. The results of operations for
                  the three-month and six-month periods ended June 30, 1999, are
                  not necessarily indicative of the results to be expected for
                  the full year.

Note 2.           Summary of Significant Accounting Policies

                  Net Income (Loss) Per Common Share

                           Primary income per share for the three-month periods
                  ended June 30, 1999 and June 30, 1998 was computed by dividing
                  the net income by the weighted average number of common shares
                  outstanding during the periods.

                           Fully diluted income per share for the six-month
                  period ended June 30, 1999, was computed by dividing the net
                  income by the weighted average number of common shares
                  outstanding during the periods, as well as the number of
                  common shares that would be outstanding as a results of the
                  conversion of the Company's preferred stock.


<TABLE>
<CAPTION>
                                                                                 For the Six Months
                                                                                   Ended June 30,
                                                                         ----------------------------------
                                                                             1999                    1998
                                                                         ----------              ----------
<S>                                                                      <C>                     <C>
      Number of shares used in calculation
               Basic                                                     22,004,000              22,004,000
               Diluted                                                   26,364,395              26,364,395
</TABLE>

                  Cash and Cash Equivalents

                           For cash flow purposes the Company considers all
                  certificates of deposit and highly liquid debt instruments
                  purchased with a maturity of three months or less to be cash
                  equivalents.

                                       -5-


<PAGE>

                  Revenue Recognition

                           Revenue is recognized using the accrual method of
                  accounting.

Note 3.           Liquidity

                           As previously reported, on June 16, 1997, the Company
                  sold substantially all of its assets and business to West
                  Coast Entertainment Corporation, ("West Coast").
                  Notwithstanding the sale of its operating business, the
                  Company's financial statements included herein have been
                  presented on the basis that the Company is a going concern,
                  which contemplates the realization of assets and the
                  satisfaction of liabilities in the normal course of business.

                           The Company's viability for the foreseeable future is
                  and will continue to be dependent upon its ability to find
                  other business opportunities, to secure needed capital and to
                  successfully conclude existing litigation. No assurance can be
                  given that the Company will be successful in that regard. In
                  the event the Company is not successful, it is unlikely that
                  there would be any amounts available for distribution to the
                  Company's stockholders.

Note 4.           West Coast Transaction and Discontinued Operations

                           As previously reported, the Company consummated the
                  previously announced sale of substantially all of its assets
                  to West Coast on June 16, 1997. The consideration for the
                  assets sold consisted entirely of cash in the amount of
                  $2,430,000. A substantial portion of the proceeds was used to
                  reduce a portion of the Company's liabilities at closing. In
                  addition, $243,000 of the proceeds was escrowed with West
                  Coast pursuant to the terms of the Asset Purchase Agreement
                  between the Company and West Coast. The escrowed funds have
                  been released to the Company and expended.

Note 5.           Long Term Notes Payable

                           The Company has been dependent on borrowing for
                  operating capital. The Company has borrowed $125,000 as of
                  quarter ending June 30, 1999. The notes are for a two- (2)
                  year term and accrued interest at 10% per annum compounded
                  annually payable at maturity.

Note 6.           Borrowing, Related Party Transactions

                           The Company has entered into a consulting agreement
                  (the "Consulting Agreement") with a director memorializing an
                  agreement for the director to provide certain financial and
                  analytical services to the Company in exchange for an accruing
                  payment of $10,000 per month payable when, as and if the
                  Company has cash not required for other important corporate
                  purposes. The Consulting Agreement is effective as of June
                  1998 and expires by its terms December 1999.


                                       -6-

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

                           The following Management's discussion of certain
                  significant factors that have affected the Company's financial
                  condition changes in financial condition, and results of
                  operations. The discussion also includes the Company's
                  liquidity and capital resources at June 30, 1999 and later
                  dated information, where practicable. The following discussion
                  should be read in conjunction with the Financial Statements
                  and notes included in this Form 10-QSB.

                           The Company generated no revenues during the
                  three-months ended June 30, 1999 and 1998. Management of the
                  Company anticipates that the Company will not generate any
                  significant revenues until the Company accomplishes it
                  business objective of merging or acquiring revenue producing
                  assets from a nonaffiliated entity. The Company presently has
                  no liquid financial resources to offer such a candidate and
                  must rely upon an exchange of its stock to complete such a
                  merger or acquisition. Between December 31, 1998 and June 30,
                  1999 the Company incurred a net loss of $133,191 resulting in
                  a net working capital deficiency of approximately $95,000 at
                  June 30, 1999. The Company currently is relying on borrowing
                  to provide the minimum cash resources necessary primarily to
                  maintain the Company's public company status.

                           The Company's viability for the foreseeable future is
                  and will continue to be dependent upon its ability to find
                  other business opportunity, to secure needed capital and to
                  successfully conclude existing litigation. No assurance can be
                  given that the Company will be successful in that regard. In
                  the event the Company is not successful, it is unlikely that
                  there would be any amounts available for distribution to the
                  Company's stockholders.

                           On June 16, 1997, the Company sold substantially all
                  of its assets and business to West Coast Entertainment
                  Corporation, ("West Coast"). Notwithstanding the sale of its
                  operating business, the Company's financial statements
                  included herein have been presented on the basis that the
                  Company is a going concern, which contemplates the realization
                  of assets and the satisfaction of liabilities in the normal
                  course of business. The Company has no operations at the
                  present, however, and has engaged in no business since at
                  least June 16, 1998.

                           Current officers and Directors of the Company
                  estimate that outstanding liabilities of the Company are
                  approximately $227,000 and cash in the bank is approximately
                  $2,000.

                           This Quarterly Report on Form 10-QSB contains forward
                  looking information with respect to, among other things, plans
                  future events or future performance of the Company, the
                  occurrence of which involve certain risks and uncertainties
                  that could cause actual results or future events to differ
                  materially from those expressed in any forward looking
                  statements. These risks and uncertainties include, but are not
                  limited to, the risk and uncertainties associated with adverse
                  litigation, the ability to identify and conclude alternative
                  business
                                       -7-


<PAGE>

                  opportunities, and those risks and uncertainties detailed in
                  the Company's filings with the Securities and Exchange
                  Commission. Where any forward looking statement includes a
                  statement of the assumption or bases believed to be reasonable
                  and are made in good faith, assumed facts or bases almost
                  always vary from actual result, and the differences between
                  assumed facts or bases and actual results can be material,
                  depending upon the circumstances. Where, in any forward
                  looking statement, the Company expresses and expectation or
                  belief as to plans or future results or events, such
                  expectation or belief is expressed in good faith and believed
                  to have a reasonable basis, but there can be no assurance that
                  the statement of expectation or belief will result or be
                  achieved or accomplished. The words "believe". "expect" and
                  "anticipate" and similar expressions identify forward-looking
                  statements.

                           The Company is aware of the issues associated with
                  Year 2000 ("Y2K") software compliance and the need to upgrade
                  existing programming code in any computer system that it may
                  use or purchase as the year 2000 approaches. The year 2000
                  issue relates to whether a computer system will properly
                  recognize dates after 1999. If it cannot adequately process
                  beyond the year 1999 and is not corrected, significant
                  difficulties may be encountered in using the computer system.
                  The Company currently uses computer time on a system that is
                  available on an as needed basis provided for by an affiliate
                  of the Company. It is not anticipated that the Company will
                  incur any negative impact as a result of this potential
                  problem. However, it is possible that this issue may have an
                  impact on the Company if the Company successfully consummates
                  a merger or acquisition. Management intends to address this
                  potential problem with any prospective merger or acquisition
                  candidate. There can be no assurances that new management of
                  the Company will be able to avoid a problem in this regard
                  after a merger or acquisition is so consummated.


                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

                           The Company is not aware of any pending legal
                  proceedings to which the company is party or of which any of
                  its property is the subject that has not been previously
                  reported.



                                       -8-

<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.

                                  Choices Entertainment Corporation
                                             (Registrant)


Date:   July 19, 1999                   By:

                                        /s/ George D. Pursglove
                                        ---------------------------------
                                        George D. Pursglove, Director and
                                          Interim Chief Financial Officer




                                       -9-

<PAGE>



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
  No.             Description of Exhibit
--------          --------------------------
<S>               <C>
 3(a)              Certificate of Incorporation, as amended (1)
  (b)              Certificate of Designations of Series C Preferred Stock, as amended (2)
  (c)              By-Laws, as amended (3)
 4(a)              Form of Certificate Evidencing Shares of Common Stock (4)
  (b)              Form of 5% Promissory Note (5)
10.99              Consulting Agreement between Registrant and Thomas Renna (7)
27                 Financial Data Schedule (8)
</TABLE>
------------------------------------------------------------------------------

(1)      Filed as an Exhibit to Registrant's Registration Statement on Form S-8
         (File No. 33-87016) and incorporated herein by reference.

(2)      Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB, for
         the year ended December 31,1996 and incorporated herein by reference.

(3)      Filed as an Exhibit to Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1992 and incorporated herein by reference.

(4)      Filed as an Exhibit to Registrant's Registration Statement on Form S-1,
         inclusive of Post-Effective Amendment No.1 thereto (File No.:
         33-198983) and incorporated herein by reference.

(5)      Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB for
         the quarter ended September 30, 1995 and incorporated herein by
         reference.

(6)      Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB for
         the year ended December 31, 1997

(7)      Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB for
         the quarter ended March 31, 1999 and incorporated herein by reference.

(8)      Filed herewith.



                                       E-1