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


                                FORM 10-QSB
                Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934.


For the quarter ended  June 30, 1999      Commission file number 000-25415




                 Twin Faces East Entertainment Corporation
          (Exact name of registrant as specified in its charter)



Nevada                                                 22-3374562
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

1850 E. Flamingo Rd. Suite 111-A
Las Vegas, Nevada                                      89015
(Address of principal executive offices)               (Zip Code)


                              (702) 866-5858
            Registrant's telephone number, including area code


     Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required  to  be filed 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 requirements for the past 90 days.

                         Yes               No    X


     As of June 30, 1999, there were 3,544,349 shares of common stock
                               outstanding.

<PAGE>

                                   INDEX

PART I - FINANCIAL INFORMATION                              Page No.

     Item 1.   Financial Statements

               Balance Sheet as of June 30, 1999                 3

               Income Statement for the three months
               ending June 30, 1999                              4

               Income Statement for the six months
               ending June 30, 1999                              5

               Statement of Cash Flow for the six months
               ending June 30, 1999                              6

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation      7-8


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                 9

     Item 2.   Changes in Securities                             9

     Item 3.   Defaults by the Company upon its
               Senior Securities                                 9

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                  9

     Item 5.   Other Information                                 9

     Item 6.   Exhibits and Reports of Form 8-K                  9

     SIGNATURES                                                  10

<PAGE>
<TABLE>
                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                  ASSETS
<S>                                                        <C>
Current Assets
  Regular Checking Accounts                                  $       49.35
                                                            --------------
Total Current Assets                                                 49.35
                                                            --------------
Property and Equipment
  Equipment                                                       1,028.87
                                                            --------------
Total Property and Equipment                                      1,028.87
                                                            --------------
Other Assets                                                          0.00
                                                            --------------
Total Assets                                                     $1,078.22
                                                             =============
</TABLE>
<TABLE>
                          LIABILITIES AND CAPITAL
<S>                                                       <C>
Current Liabilities
  Accrued Salary                                            $   230,600.00
  Accrued Expenses                                               20,609.17
  Loan Payable - Smolanoff                                        2,711.72
  Loan Payable - Teeple                                          77,477.19
                                                           ---------------
Total Current Liabilities                                       331,398.08

Long-Term Liabilities                                                 0.00
                                                            --------------
Total Liabilities                                               331,398.08
                                                            --------------
Capital
  Common Stock                                                    3,465.46
  Paid-in Capital                                               144,412.04
  Retained Earnings                                           (291,748.91)
  Net Income                                                  (186,448.45)
                                                            --------------
Total Capital                                                 (330,319.86)
                                                            --------------
Total Liabilities and Capital                                $    1,078.22
                                                            ==============
</TABLE>
<PAGE>
<TABLE>
INCOME STATMENT
FOR THE THREE MONTHS ENDING JUNE 30, 1999
<S>                                                         <C>
Revenues
  Finance Charge Income                                              29.28
                                                             -------------
Total Revenues                                                       29.28
                                                             -------------
Cost of Sales                                                         0.00
                                                              ------------
Total Cost of Sales                                                   0.00
                                                             -------------
Gross Profit                                                         29.29
                                                              ------------
Operating Expenses
     Selling, General and Administrative                         88,270.99

Net Income (Loss)                                              (88,241.71)
                                                             =============
</TABLE>
<PAGE>
<TABLE>
INCOME STATMENT
FOR THE SIX MONTHS ENDING JUNE 30, 1999

<S>                                                           <C>
Revenues
  Finance Charge Income                                              99.95
                                                               -----------
Total Revenues                                                       99.95

Total Cost of Sales                                                   0.00
                                                                ----------
Gross Profit                                                         99.95
                                                               -----------
Operating Expenses
     Selling, General and Administrative                        186,548.40

Net Income (Loss)                                             (186,448.45)
                                                              ============
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDING JUNE 30, 1999

<S>                                                      <C>
Cash Flows from operating activities
  Net Income (Loss)                                        $  (186,448.45)
Adjustments to reconcile net income to net cash
 provided by operating activities
   Accrued Salary                                                97,800.00
   Accrued Expenses                                              20,609.17
   Loan Payable - Smolanoff                                       2,711.72
   Loan Payable - Teeple                                         37,729.13
                                                          ----------------
Total Adjustments                                               158,850.02
                                                          ----------------
Net Cash provided by Operations                                (27,598.43)
                                                          ----------------
Cash Flows from investing activities Used For

  Net cash used in investing                                          0.00
                                                          ----------------
Cash Flows from financing activities
Proceeds From
  Common Stock                                                       54.40
  Paid-in capital                                                22,015.60
                                                           ---------------
Net cash used in financing                                       22,070.00
                                                           ---------------
Net increase (decrease) in cash                            $    (5,528.43)
                                                           ===============
Summary
  Cash Balance at End of Period                              $       49.35
  Cash Balance at Beginning of Period                             (920.32)
                                                           ---------------
Net Increase (Decrease) in cash                              $    (870.97)
                                                           ===============
</TABLE>
<PAGE>

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

   The following discussion and analysis should be read in conjunction with
the   Company's  financial  statements  and  the  notes  thereto  contained
elsewhere in this filing.

Overview

     The  Company,  TWIN  FACES EAST ENTERTAINMENT  CORPORATION,  a  Nevada
corporation (the "Company") is a development stage company formed in  1997.
The  purpose  of the company's activities is the commercial development  of
its   entertainment  and  educational  properties.   The  Company  products
essentially  lie within 2 areas:  1- Feature film and television  live  and
animated  film  scripts  awaiting  funding  to  enter  production;  and  2-
Documentary  quality  film  of  Dr.  Albert  Einstein.   The  Company   was
incorporated  under the laws of the State of Delaware on December  5,  1997
and reincorporated under the laws of the State of Nevada on June 17, 1998.

     The  Company has implemented a dual commercialization strategy for its
products. The first element of this strategy entails the development of its
pages from a Rabbit Journal TV series for children. The second part of  the
Company's  strategy involves the implementation of the company's characters
for  sale   as  a  licensing  vehicle for use in  other  markets.  A  kid's
prosthetic  company has been licensed a logo for embedding  in  prosthetics
for kids.

     The Company has ownership of extensive film footage of Einstein, which
has not been viewed by the public to date. The company has received
numerous requests for development of the footage into books, a documentary,
photo exhibits, and similar entertainment venues.

Results of Operations for the three months ended June 30, 1999

      Total operating expenses from continuing operations were $88,271  for
the three months ended June 30, 1999, as compared to the operating expenses
of  $98,277  for  the  three months ended March 31,  1999.    Utilizing  an
average  daily calculation of operating expenses of $970.01 for the  period
ending  June  30,  1999,  and  an average daily  calculation  of  operating
expenses  of  $1,091.19  for  the  period  ending  March  31,  1999,   this
represented a 11% decrease in average daily operating expenses.

      The  decrease  in expenses was primarily the result  of  the  Company
decreasing  expenses in legal and professional expenses during  the  period
ending June 30, 1999.

Results of Operations for the six months ended June 30, 1999

      Total operating expenses from continuing operations were $186,549 for
the  six  months ended June 30, 1999, as compared to the operating expenses
of  $291,794 for the period of December 5, 1997 through December  31,  1998
its  year  end.    Utilizing  an  average daily  calculation  of  operating
expenses  of $1,158.69 for the period ending June 30, 1999, and an  average
daily  calculation of operating expenses of $746.11 for the  period  ending
December  31,  1998,  this  represented a 55%  increase  in  average  daily
operating expenses.

<PAGE>

Forward-Looking Statements and Associated Risks

     This   Quarterly   Report  on  Form  10-QSB  contains  forward-looking
statements  made pursuant to the safe harbor provisions of  the  Securities
Litigation Reform Act of 1995.  These forward looking statements are  based
largely on the Company's expectations and are subject to a number of  risks
and  uncertainties,  many  of  which  are  beyond  the  Company's  control,
including,  but  not limited to, economic, competitive  and  other  factors
affecting   the  Company's  operations,  markets,  products  and  services,
expansion  strategies and other factors discussed elsewhere in this  report
and  the  documents filed by the Company with the Securities  and  Exchange
Commission.   Actual  results could differ materially from  these  forward-
looking  statements.  In light of these risks and uncertainties, there  can
be  no  assurance  that the forward-looking information contained  in  this
report  will  in fact prove accurate.  The Company does not  undertake  any
obligation  to  revise these forward-looking statements to  reflect  future
events or circumstances.

Liquidity and Capital Reserves

As of June 30, 1999 (Unaudited)

     As  of  June  30,  1999,  the Company's assets  were  $1,078  and  its
liabilities were $331,398, resulting in an deficit of assets of ($330,320).
Cash was $49.35 at June 30, 1999 as compared to cash of $4,455 on March 31,
1999,  a  decrease of $1,113. This represented a 99% decrease in  available
cash.  This  decrease was primarily the result of an increase in  operating
expenses.

     The  Company has continued to fund its deficit cash flow from  private
placements of the Company's common stock. It is anticipated that loans  and
the  sale  of  the  Company's stock will continue until such  time  as  the
Company  generates  sufficient  revenues  from  its  operations  to   cover
operating expenses.

Year 2000 Issues

     Certain  of the Company's computer systems and software may  interpret
the  year  2000 as some other date. The operating system generally employed
by the Company is Windows 95, which is year 2000 compliant. The networking,
general ledger and accounts payable and facility point-of-sale and software
programs require software updates or modifications to address the year 2000
problem. The Company is further addressing the matter by replacing  certain
older computers and installing off-the-shelf and other third-party software
that is year 2000 compliant, at an estimated cost of less than $1,000.  The
Company  anticipates that installation of year 2000 compliant software  and
hardware will be completed by the end of 1999. The Company does not believe
that  the  year  2000 problem will have a material affect on the  Company's
operations,  however, no assurance can be given that the  software  updates
and new computers will resolve the problem as scheduled or at all.

<PAGE>

PART II--OTHER INFORMATION

Item 1.       Legal Proceedings.

      On  August 2, 1999, a lawsuit was filed in the United States District
Court  for the Southern District of New York, ReadSpeak, Inc. vs Twin Faces
East  Entertainment Corp., case No. 99 Civil 8606. The claim in the  action
pertains to a violation by Twin Faces of the Lanham Act, unfair competition
and  infringement of patent rights. Although the Company consented  to  the
issuance of a temporary restraining order wherein the Company agrees not to
promote  ReadSpeak until further order of the court, the  Company  has  not
conceded  to  the  validity of the claim and intends to  assert  a  counter
claim, contesting the claim of intellectual property rights as asserted  by
ReadSpeak, Inc.

Item 2.       Changes in Securities.

     None.

Item 3.       Defaults by the Company upon its Senior Securities.

     None.

Item 4.       Submission of Matter to a Vote of Security Holders.

     None

Item 5.       Other Information.

     None

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

     8-K filed June 30, 1999
     8-K filed July 29, 1999

<PAGE>

                                SIGNATURES


     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, thereunto duly authorized.


TWIN FACES EAST ENTERTAINMENT CORPORATION
(Registrant)



By:/s/ Michael Smolanoff                  By:/s/ Stan Teeple
   Michael Smolanoff                         Stan Teeple
  CEO, President                             Secretary/ Treasurer


Date: August 14, 1999                     Date: August 14, 1999