DEFINITION, LTD.

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

                             FORM 10-QSB/A

(Mark One)

   X     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
-------  SECURITIES EXCHANGE ACT OF 19634

         For quarterly period ended March 31, 1999

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

         For the transition period from ________ to ______.

COMMISSION FILE NO.  0-20598

                               DEFINITION, LTD.
         (exact name of registrant as specified in its charter)

         NEVADA                                      75-2293489
    ---------------                                  ----------
    (State or other                                 (IRS Employer
    jurisdiction of	 	                              Identification No.)
    incorporation
    or organization)

    4625 W. Nevso Drive, Suite 2, Las Vegas, Nevada     89103
    -----------------------------------------------     -----
    (Address of principle executive offices)         (zip code)

    Registrant's telephone number, including area code: (702) 253-1333
                                                         -------------

Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2)has been subject to such filing for the
past 90 days.  Yes [ ] No [ X ]

The number of shares outstanding of the Registrant's Common Stock as of
September 17, 1999, was 11,862,873, par value $0.001.
                        ----------
                                       1
<PAGE>
                               DEFINITION, LTD.
               FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 1999

TABLE OF CONTENTS                                                  PAGE
                                                                   ----
PART I - FINANCIAL INFORMATION

Item 1   Financial Statements

Consolidated Balance Sheet as of March 31, 1999.................    3
Consolidated Statement of Operations for the Three Months
    Ended March 31, 1999........................................    4
Consolidated Statement of Cash Flows for the Three Months
     Ended March 31, 1999.......................................    5
Notes to Interim Consolidated Financial Statements..............    6

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

Item 2   Management's Discussion and Analysis...................    6

PART II - OTHER INFORMATION

Item 1   Legal Proceedings......................................    7
Item 2   Changes in Securities..................................    7
Item 3   Defaults Upon Senior Securities........................    7
Item 4   Submission of Matters to a Vote of Security Holders....    7
Item 5   Other Information......................................    7
Item 6   Exhibits and Reports on Form 8-K.......................    7

Signatures......................................................    7
                                     2
<PAGE>
PART I

Item 1.  Financial Statements.
------   --------------------

                                DEFINITION, LTD.
                      INTERIM CONSOLIDATED BALANCE SHEET
                     MARCH 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                          (Unaudited)
              	     ASSETS                 March 31,    December 31,
                                             1999	         1998
                                           --------     -----------
<S>                                      <C>          <C>
Current Assets
  Cash and Cash Equivalents	              $    1,773 	 $    31,144

Property and Equipment
  Broadcast Resource Library               2,985,536    	2,985,536
  Computer, Production and
    Broadcast Equipment                     	310,514      	310,508
  Building and Improvements	                 469,153   	   469,153
                                           ---------     ---------
                                          	3,765,203     	3,765,197
  Less Accumulated Depreciation          	(2,659,114)	   (2,525,834)
                                           ---------      ---------
  Property and Equipment, Net	             1,106,089 	    1,239,363

Other Assets
  Prepaid Airtime 	                          136,500 	      146,250
                                           ---------      ---------
Total Assets                             	$1,244,362 	   $1,416,757
                                           =========      =========
<CAPTION>
                                          (Unaudited)
  LIABILITIES AND STOCKHOLDERS' EQUITY	    March 31,     December 31,
                                            1999            1998
                                           --------      -----------
<S>                                     <C>            <C>
Current Liabilities
  Mortgage Payable, Current Portion    	 $     1,898 	  $      1,847
  Accounts Payable, Trade                    	38,300 	        62,835
  Payroll Tax Liabilities                    	23,700         	23,700
  Due to Related Party                      	222,915        	164,383
                                             -------         -------
Total Current Liabilities                   	286,813 	       252,765

Long-Term Liabilities
  Mortgage Payable, Noncurrent Portion 	      76,284 	        76,777
                                             -------         -------

Total Liabilities	                           363,097        	329,542

Stockholders' Equity
  Preferred Stock: Authorized $0.01
    Par Value, 5,000,000 Shares;
    Issued and Outstanding, None              	 None 	          None
  Common Stock: Authorized $0.001
    Par Value, 50,000,000 Shares;
    Issued and Outstanding, 11,862,873
    and 1,254,929 Shares at March 31,
    1999 and December 31, 1998	               11,863 	         1,255
  Additional Paid In Capital             	14,347,821     	12,737,049
  Retained Earnings (Deficit)           	(13,478,419)   	(11,651,089)
                                          ----------      ----------
Total Stockholders' Equity	                  881,265 	     1,087,215
                                          ----------      ----------
Total Liabilities and
  Stockholders' Equity	                   $1,244,362 	    $1,416,757
                                           =========       =========
</TABLE>
                                      3

<PAGE>

                                DEFINTION, LTD.
                INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (unaudited)
<TABLE>
<CAPTION>
                                	  Three Months     Three Months
                                      Ended            Ended
                                    3/31/99          3/31/98
                                   ------------     -----------
<S>                                <C>              <C>
Revenues	                          $    37,219     	$    27,139
Cost of Revenues	                       43,910 	              0
                                        ------          -------
Gross Margin	                           (6,691)	         27,139

Operating Expenses
  General and Administrative        	1,818,631         	212,234
                                     ---------          -------
Operating Loss	                     (1,825,322)	       (185,095)

Other Expense
  Interest Expense	                      2,008 	          2,304
                                     ---------          -------
Net Loss Available to
  Common Stockholders	              $(1,827,330)	    $ (187,399)
                                     ==========         =======

Basic Loss Per Common Share        	$     (0.23)    	$    (0.48)
                                      =========         =======

Basic Weighted Average Common
Shares Outstanding	                   7,910,726        	389,010
                                      =========         =======
</TABLE>
                                      4
<PAGE>

                                DEFINITION, LTD.
               INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (unaudited)
<TABLE>
<CAPTION>
                                      Three Months      Three Months
                                         Ended             Ended
                                        3/31/99           3/31/98
                                      ------------      -------------
<S>                                   <C>               <C>
Cash Flows From Operating Activities
  Net Loss	                           	$(1,827,330)     	$  (187,399)
  Adjustments to Reconcile Net
     Loss to Net Cash Used in
     Operating Activities
  Depreciation and Amortization          		143,024 	         119,637
  Common Stock Issued for Services     		1,609,405 	               0
  Changes in Assets and Liabilities
    (Increase) Decrease in Accounts
        Receivable, Other		                      0           	(2,000)
     Increase (Decrease) in Accounts
         Payable, Trade   		               (12,560)         	 14,735
                                         ----------          -------
  Total Adjustments                    		1,739,869          	132,372
                                         ----------          -------
Net Cash Used In Operating Activities	    	(87,461)         	(55,027)

Cash Flows From Investing Activities
  Purchase of Property and Equipment             0           	(8,948)
                                          --------            -------
Net Cash Flows Used In Investing Activities	    	0           	(8,948)

Cash Flows From Financing Activities
  Principal Payment on Mortgage Payable     		(442)	               0
  Proceeds From the Issuance of
     Common Stock                              		0           	20,000
  Advances From Related Party             	 58,532           	46,000
                                           -------            ------
Net Cash Provided By Financing Activities		 58,090           	66,000
                                           -------            ------
Increase (Decrease) in Cash and
  Cash Equivalents	                       	(29,371)	           2,025

Cash and Cash Equivalents,
  Beginning of Period		                     31,144 	           1,990
                                           -------             -----
Cash and Cash Equivalents,
  End of Period	                         	$  1,773 	        $  4,015
                                           =======             =====
Supplemental Disclosure of Cash
  Flow Information:

Cash paid for:
  Interest                              		$  2,008         	$   2,303
  Income taxes		                          $      0 	        $       0

Supplemental Schedule of Noncash
 Investing and Financing Activities:
Issuance of Common Stock for
  Services Rendered	                     	$1,609,405	       $       0
Conversion of Debt to Equity		            $   11,975 	      $       0
</TABLE>
                                       5
<PAGE>

                              DEFINITION, LTD.
            NOTES TO INTERIM CONSOLIDATED FINANCIAL INFORMATION
                               MARCH 31, 1999

NOTE 1.  Statement of Information Furnished

The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with Form 10QSB instructions and in the opinion
of management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March
31, 1999, the results of operations for the three months ended March 31,
1999, and the statement of cash flows for the three months ended March 31,
1999.  These results have been determined on the basis of generally accepted
accounting principles and practices and applied consistently with those used
in the preparation of the Company's 1998 Annual Report on Form 10-KSB.

Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested that
the accompanying consolidated financial statements be read in conjunction
with the accompanying consolidated financial statements and notes thereto
incorporated by reference in the Company's 1998 Annual Report on Form 10-KSB.

NOTE 2.  Stock Split

On January 8, 1999, the Board of Directors approved a 20:1 reverse stock
split at $0.001 par value (no effect to par value) reducing the outstanding
shares at December 31, 1998, of 25,098,580 to 1,254,929.  All per share and
per share information have been adjusted retroactively to reflect the stock
split.


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

When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected.  Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.  The Company undertakes no obligation
to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.  Readers are also urged to carefully review and
consider the various disclosures made by the Company which attempt to advise
interested parties of the factors which affect the Company's business, in
this report, as well as the Company's periodic reports on Forms 10-KSB,
10QSB and 8-K filed with the Securities and Exchange Commission.

(1) Results of Operations

Revenues.  The Company continues to operate its TV Station with revenues for
the three months ended March 31, 1999 of $37,219, compared to the three
months ended March 31, 1998 of $27,139, an increase of $10,080, or 37.14%.
There was no apparent reason for the increase.  To date, the Company has not
relied on any revenues for funding.

General and Administrative Expenses.  During the three months ended March 31,
1999, the Company incurred $1,818,631 in general and administrative expenses,
an increase of $1,606,397, or 757% from first quarter 1998 expenses of
$212,234.  The increase is primarily attributable to the issuance of common
stock for consulting services of $1,609,405.  The Company experienced a net
loss of $1,827,330 for the current period compared to a net loss of the prior
period of $187,399, or an increase of $1,639,931.  The majority of the loss
is attributable to the common stock issued for services rendered as discussed
above.
                                     6
<PAGE>

Provsion for Income Taxes.  As of March 31, 1999, the Company's accumulated
deficit was $13,478,419.   Accordingly, the Company has recorded a full
valuation allowance against any income tax benefit to date.

(2) Liquidity

The Company's liquidity position continues to be poor.  Working capital
continues to deteriorate.  At March 31, 1999, the Company had a negative
working capital of $285,040, as compared to $221,621 at December 31, 1998.
Due to the "start-up" nature of the Company's business, the Company expects
to incur losses as it expands its business.  The Company has been dependent
upon funds advanced from stockholders to support its working capital needs.
The Company may raise additional funds through public or private equity
investment in order to expand the range and scope of its business operations,
but there is no assurance that such additional funds will be available for
the Company to finance its operations on acceptable terms, if at all.

PART II

Item 1.  Legal Proceedings.

None.

Item 2.  Changes in Securities.

As detailed in the financial statements, the Company issued 10,607,944 shares
of its common stock during the three months ended March 31, 1999, as follows:

1.  30,000 shares for settlement of lawsuit $.001 per share, or $30.
2.  10,000 shares for conversion of debt to equity at $1.20 per share, or
    $11,975.
3.  940,000 shares for services rendered at $1.20 per share, or $1,128,000.
4.  9,627,500 shares for services rendered at $0.05 per share, or $481,375.
5.  Fractional shares issued of 444.

Item 3.  Defaults Upon Senior Securities.

None.


Item 4.  Submission of Matters to Vote of Security Holders.

None.


Item 5.  Other Information.

None.


Item 6.  Exhibits and Reports on Form 8-K.

None.


Signature page
--------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

DEFINITION, LTD.

By:	/s/  Donna Anderson
-----------------------
President and
Chief Executive Officer

Dated:  October 8, 1999

                                       7
<PAGE>