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                             Commission file number
September 30, 1999                                000-25523



                 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                                      89119
(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 September 30, 1999, there were 4,159,349 shares of common stock
                               outstanding.

<PAGE>
                TWIN FACES EAST ENTERTAINMENT CORPORATION
                           FOR THE QUARTER ENDED
                            SEPTEMBER 30, 1999

                                   INDEX
PART I - FINANCIAL INFORMATION                                   Page No.

     Item 1.   Financial Statements

               Balance Sheet as of September 30, 1999                 3

               Statement of changes in stockholder's equity
               for the three months ending September 30, 1999         4

               Statement of changes in stockholder's equity
               for the nine months ending September 30, 1999          5

               Income Statement for the three months
               ending September 30, 1999                              6

               Income Statement for the nine months
               ending September 30, 1999                              7

               Statement of Cash Flow for the three months
               ending September 30, 1999                              8

               Statement of Cash Flow for the nine months
               ending September 30, 1999                              9

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation      10-12

PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                      13

     Item 2.   Changes in Securities                                  13

     Item 3.   Defaults by the Company upon its
               Senior Securities                                      13

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                       13

     Item 5.   Other Information                                      13

     Item 6.   Exhibits and Reports of Form 8-K                       13

     SIGNATURES                                                       14

<PAGE>
<TABLE>
                 TWIN FACES EAST ENTERTAINMENT CORPORATION
                               BALANCE SHEET
                            SEPTEMBER 30, 1999

                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
                                  ASSETS
<S>                                                          <C>
Current Assets
  Regular Checking Account                                           3,940
                                                             -------------
Total Current Assets                                                 3,940

Property and Equipment
  Equipment                                                          1,029
                                                             -------------
Total Property and Equipment                                         1,029

Other Assets                                                             0
                                                             -------------
Total Other Assets                                                       0

Total Assets                                                        $4,969
                                                             =============
</TABLE>
<TABLE>
                          LIABILITIES & CAPITAL
<S>                                                         <C>
Current Liabilities
  Accrued Salary                                                  $180,248
  Loan Payable - Smolanoff                                           3,072
  Loan Payable - Teeple                                             98,363
                                                             -------------
Total Current Liabilities                                         $281,683

Long-Term Liabilities
  Total Long-Term Liabilities                                            0
                                                             -------------
  Total Liabilities                                                281,683

Capital
  Common Stock Issued                                                4,159
  Additional Paid-In Capital                                       562,674
  Accumulated Deficit                                            (843,547)
                                                             -------------
Total Capital                                                    (276,714)
                                                             -------------
Total Liabilities & Capital                                         $4,969
                                                             =============
</TABLE>
<PAGE>
<TABLE>
                 TWIN FACES EAST ENTERTAINMENT CORPORATION
               SSTATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
              FOR THE THREE MONTHS ENDING SEPTEMBER 30, 1999



                                   Common Stock     Additional
                                                     Paid-In   Accumulated
                                                     Capital     Deficit
                                             Par
                                   Shares   Value
                                  --------- ------  ---------- -----------
<S>                              <C>        <C>     <C>        <C>
Balance 6-30-99                   3,465,460  3,465     144,412   (478,197)
Shares Issued To:
      Officer/Directors     for      80,000     80     100,672
services
  Consultants for services          623,890    624     267,590
  Cancelled Shares                 (10,000)   (10)
  Other cash                                            50,000
Offering Costs
Net (loss)                                                       (365,350)
                                  --------- ------  ---------- -----------
Balance 9-30-99                   4,159,349  4,159     562,674   (843,547)
                                  ========= ======  ========== ===========
</TABLE>
<PAGE>
<TABLE>
                 TWIN FACES EAST ENTERTAINMENT CORPORATION
               STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
               FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1999



                                   Common Stock     Additional Accumulated
                                                     Paid-In     Deficit
                                                     Capital
                                   Shares    Par
                                            Value
                                  --------- ------  ---------- -----------
<S>                              <C>        <C>     <C>        <C>
Balance 12-31-98                  3,411,060  3,411     208,022   (291,749)
Shares Issued To:
  Officer/Directors for services     80,000     80     100,672
  Consultants for services          678,290    678     289,606
 Cancelled Shares                  (10,000)   (10)
Other cash                                              50,000
Offering Costs                                        (85,626)
Net (loss)                                                       (551,798)
                                  --------- ------  ---------- -----------
Balance 9-30-99                   4,159,349  4,159     562,674   (843,547)
                                  ========= ======  ========== ===========
</TABLE>
<PAGE>
<TABLE>
                 TWIN FACES EAST ENTERTAINMENT CORPORATION
                             INCOME STATEMENT
                     FOR THE THREE MONTH PERIOD ENDING
                            SEPTEMBER, 30 1999

                                                                1999
<S>                                                         <C>
Revenues
  Other Income                                                     $ 32.40
                                                            --------------
Total Revenues                                                      $32.40
                                                            --------------
Cost of Sales                                                         0.00
                                                            --------------
Total Cost of Sales                                                   0.00
                                                            --------------
Gross Profit                                                        $32.40
                                                            --------------
Expenses
Total Expenses                                                  365,381.75
                                                            --------------
Net Income (Loss)                                            $(365,349.35)
                                                            ==============
Loss Per Share                                                      (0.09)
                                                            ==============
Number of shares outstanding                                     4,159,349
                                                            ==============
</TABLE>
<PAGE>
<TABLE>
                 TWIN FACES EAST ENTERTAINMENT CORPORATION
                             INCOME STATEMENT
                     FOR THE NINE MONTH PERIOD ENDING
                            SEPTEMBER 30, 1999

                                                                 1999
<S>                                                          <C>
Revenues
  Other Income                                                    $ 132.35
                                                              ------------
Total Revenues                                                     $132.35
                                                              ------------
Cost of Sales                                                         0.00
                                                              ------------
Total Cost of Sales                                                   0.00
                                                              ------------
Gross Profit                                                       $132.35

Expenses
Total Expenses                                                  551,930.15
                                                             -------------
Net Income (Loss)                                            $(551,797.80)
                                                             =============
Loss Per Share                                                      (0.13)
                                                             =============
Number of shares outstanding                                     4,159,349
                                                             =============
</TABLE>
<PAGE>
<TABLE>
                 TWIN FACES EAST ENTERTAINMENT CORPORATION
                          STATEMENT OF CASH FLOW
                     FOR THE THREE MONTH PERIOD ENDING
                            SEPTEMBER 30, 1999

<S>                                                         <C>
Cash Flows from operating activities
  Net Income (Loss)                                           $  (365,349)
Adjustments to reconcile net income to net cash
 provided by operating activities
   Accrued Salary                                                 (50,352)
   Accrued Expenses                                               (20,609)
   Loan Payable - Smolanoff                                            360
   Loan Payable - Teeple                                            20,885
                                                             -------------
Total Adjustments                                                 (49,716)
                                                             -------------
Net Cash provided by Operations                                  (415,065)
                                                             -------------
Cash Flows from investing activities Used For

  Net cash used in investing                                             0
                                                             -------------
Cash Flows from financing activities
Proceeds From
  Common Stock                                                         704
  Paid-in capital                                                  418,622
Used For
  Common Stock                                                        (10)
  Paid-in capital                                                    (360)
                                                             -------------
Net cash used in financing                                         418,956
                                                             -------------
Net increase (decrease) in cash                               $    (3,891)
                                                             =============
Summary
  Cash Balance at End of Period                              $       3,940
  Cash Balance at Beginning of Period                                (886)
                                                             -------------
Net Increase (Decrease) in cash                               $    (3,054)
                                                             =============
</TABLE>
<PAGE>
<TABLE>
                      TWIN FACES ENTERTAINMENT CORPORATION
                             STATEMENT OF CASH FLOW
                       FOR THE NINE MONTH PERIOD ENDING
                              SEPTEMBER 30, 1999
<S>                                                         <C>
Cash Flows from operating activities
  Net Income (Loss)                                           $  (551,798)
Adjustments to reconcile net income to net cash
 provided by operating activities
   Accrued Salary                                                   47,448
   Accrued Expenses                                                      0
   Loan Payable - Smolanoff                                          3,072
   Loan Payable - Teeple                                            58,615
                                                              ------------
Total Adjustments                                                  109,134
                                                              ------------
Net Cash provided by Operations                                  (442,664)
                                                              ------------
Cash Flows from investing activities Used For

  Net cash used in investing                                             0
                                                              ------------
Cash Flows from financing activities
Proceeds From
  Common Stock                                                         758
  Paid-in capital                                                  440,638
Used For
  Common Stock                                                        (10)
  Paid-in capital                                                    (360)
                                                              ------------
Net cash used in financing                                         441,026

Net increase (decrease) in cash                               $    (1,638)
                                                              ============
Summary
  Cash Balance at End of Period                                          $
                                                                     3,940
  Cash Balance at Beginning of Period                              (5,578)
                                                              ------------
Net Increase (Decrease) in cash                               $    (1,638)
                                                              ============
</TABLE>
<PAGE>

1.   Statement of Information Furnished

The  accompanying  unaudited consolidated financial  statements  have  been
prepared in accordance with Form 10-QSB instructions and in the opinion  of
management  contain  all adjustments (consisting of only  normal  recurring
accruals)  necessary  to  present  fairly  the  financial  position  as  of
September  30,  1999, the results of operations for the nine  months  ended
September  30, 1999 and the cash flows for the nine months ended  September
30,  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 Audited Financials  ending
December 31, 1998 as filed in Form 10SB.

Certain  information  and footnote disclosures 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
financial  statements and notes thereto incorporated by  reference  in  the
Company's  Audited Financials ending December 31, 1998  as  filed  in  Form
10SB.

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.

<PAGE>

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

      Total operating expenses from continuing operations were $365,382 for
the  three  months ended September 30, 1999, as compared to  the  operating
expenses  of $88,271 for the three months ended June 30, 1999.    Utilizing
an average daily calculation of operating expenses of $3,972 for the period
ending  September 30, 1999, and an average daily calculation  of  operating
expenses  of  $970 for the period ending June 30, 1999, this represented  a
309% increase in average daily operating expenses.

      The  increase  in expenses was primarily the result  of  the  Company
increasing  expenses  in legal and consulting expenses  during  the  period
ending September 30, 1999.

Results of Operations for the nine months ended September 30, 1999

      Total operating expenses from continuing operations were $551,930 for
the  nine  months  ended September 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 $2,022 for the period ending September 30, 1999,  and
an  average daily calculation of operating expenses of $746 for the  period
ending December 31, 1998, this represented a 171% increase in average daily
operating expenses.

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 September 30, 1999 (Unaudited)

     As  of  September 30, 1999, the Company's assets were $4,969  and  its
liabilities were $281,683, resulting in an deficit of assets of ($276,714).
Cash  was $3,940 at September 30, 1999 as compared to cash of $49  on  June
30,  1999,  a  increase of $3,891. This represented  a  7841%  increase  in
available cash.

<PAGE>

     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.

      In  an  effort  to  avoid  protracted  litigation,  Twin  Faces  East
Entertainment,  Inc.  ("the company") entered into a  settlement  agreement
with  ReadSpeak,  Inc. to end the litigation in ReadSpeak,  Inc.  vs.  Twin
Faces  East Entertainment (United States District Court, Southern  District
of New York - Case No. 99 Civ. 8602 (DLC) (DFE)).  The parties agreed to  a
cross  irrevocable  and  unconditional release  of  claims,  counterclaims,
demands, damages, etc., in exchange for the Company; (i) paying the sum  of
$5,000, (ii) the Company acknowledging that ReadSpeak, Inc. owns the patent
rights  to  US Patent No. 5,741,136, and ReadSpeak, Inc. has the  sole  and
exclusive  rights  to  the trademark "ReadSpeak," (iii)  that  the  Company
accepts  the validity of the above patent, and (iv) the Company  agrees  to
the  entry  of a permanent injunction wherein the Company will not  utilize
ReadSpeak technology.

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 October 5, 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: November 8, 1999                  Date: November 8, 1999