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 March 31, 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.)

5510 Sepulveda Blvd, Suite 136
Sherman Oaks, California                               91411
(Address of principal executive offices)               (Zip Code)


                              (818) 989-7392
            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 March 31, 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 March 31, 1999                     3

               Income Statement for the three months
               ending March 31, 1999                                  4
               
               Statement of Cash Flow for the three months
               ending March 31, 1999                                  5

               Statement of Changes in Financial Position
               for the three months ended March 31, 1999              6
               

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation           7-9


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                                                       9

<PAGE>
<TABLE>
BALANCE SHEET
MARCH 31, 1999
                                     
                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                  ASSETS
<S>                                                     <C>
Current Assets                                                            
  Regular Checking Accounts                               $       4,454.95
                                                         -----------------
Total Current Assets                                              4,454.95
                                                        ------------------     
Property and Equipment                                                    
  Equipment                                                       1,028.87
                                                         -----------------
Total Property and Equipment                                      1,028.87
                                                         -----------------
Other Assets                                                          0.00
                                                         -----------------
Total Assets                                                     $5,483.82
                                                         =================
</TABLE>
<TABLE>

                          LIABILITIES AND CAPITAL
<S>                                                      <C>
Current Liabilities                                                       
  Accrued Salary                                            $   180,800.00
  Accrued Expenses                                               17,900.00
  Loan Payable - Teeple                                          48,861.97
                                                         -----------------
Total Current Liabilities                                       247,561.97
                                                                          
Long-Term Liabilities                                                 0.00
                                                         -----------------
Total Liabilities                                               247,561.97
                                                         -----------------      
Capital                                                                   
  Common Stock                                                    3,465.46
  Paid-in Capital                                               144,412.04
  Retained Earnings                                           (291,748.91)
  Net Income                                                   (98,206.74)
                                                          ----------------
Total Capital                                                 (242,078.15)
                                                          ----------------
Total Liabilities and Capital                             $       5,483.82
                                                          ================
</TABLE>
<PAGE>
<TABLE>
INCOME STATEMENT
FOR THE THREE MONTHS ENDING MARCH 31,1999

<S>                                                      <C>
Revenues                                                                  
  Finance Charge Income                                              70.67
                                                         -----------------
Total Revenues                                                       70.67
                                                                          
Cost of Sales                                                         0.00
                                                        ------------------   
Gross Profit                                                         70.67
                                                         -----------------
Expenses                                                         98,277.41
                                                         -----------------
Total Expenses                                                   98,277.41
                                                         -----------------
Net Income (Loss)                                              (98,206.74)
                                                         =================
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF CASH FLOW
FOR THE THREE MONTHS ENDING MARCH 31, 1999

<S>                                                       <C>
Cash Flows from operating activities                                      
  Net Income (Loss)                                         $  (98,206.74)
Adjustments to reconcile net income to net cash                           
 provided by operating activities
   Accrued Salary                                                48,000.00
   Accrued Expenses                                              17,900.00
   Loan Payable - Teeple                                          9,113.91
                                                            --------------     
Total Adjustments                                                75,013.91
                                                            --------------
Net Cash provided by Operations                                (23,192.83)
                                                            --------------
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                            $    (1,122.83)
                                                           ===============
Summary                                                                   
  Cash Balance at End of Period                           $       4,454.95
  Cash Balance at Beginning of Period                           (5,577.78)
                                                          ---------------- 
Net Increase (Decrease) in cash                            $    (1,122.83)
                                                          ================
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE THREE MONTHS ENDING MARCH 31, 1999

<S>                                                        <C>
Sources of Working Capital                                                
  Net Income (Loss)                                         $  (98,206.74)
  Add back items not requiring working capital                        0.00
                                                            --------------
Working capital from operations                                (98,206.74)
Other sources                                                             
  Common Stock                                                       54.40
  Paid-in Capital                                                22,015.50
                                                             -------------
Total sources                                                  (76,136.74)
                                                             -------------
Use of Working capital                                                0.00
                                                             -------------
Total Uses                                                            0.00
                                                            --------------
Net change                                                  $  (76,136.74)
                                                            ==============
Analysis of components of changes                                         
Increase (Decrease) in current assets
  Regular Checking Account                                 $    (1,122.83)
(Increase) Decrease in Current Liabilities                                
  Accrued Salary                                               (48,000.00)
  Accrued Expenses                                             (17,900.00)
  Loan Payable - Teeple                                         (9,113.91)
                                                           ---------------    
Net Change                                                  $  (76,136.74)
                                                           ===============
</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 3 areas:  1- Educational Property with a Copyrighted
filed  process called ReadspeakT, 2- Feature film and television  live  and
animated  film  scripts  awaiting  funding  to  enter  production;  and  3-
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 company  plans  to
use the films to launch its ReadSpeakT program. ReadSpeakT is the Company's
proprietary  program for inserting captioning into films in a  manner  that
will  enable kids to learn to read at a faster pace, enable people to learn
foreign  languages  as well as to make it more appealing  for  the  hearing
impaired to watch a "close captioned" film or TV show. 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 March 31, 1999

      Total operating expenses from continuing operations were $98,207  for
the  three  months  ended  March 31, 1999, as  compared  to  the  operating
expenses  of  $291,749 for the period of December 5, 1997 through  December
31,  1998 its year end. Utilizing an average daily calculation of operating
expenses of $1,091.19 for the period ending March 31, 1999, and an  average
daily  calculation of operating expenses of $746.11 for the  period  ending
December  31,  1998,  this  represented a 46%  increase  in  average  daily
operating expenses.

      The  increase  in expenses was primarily the result  of  the  Company
increasing  Salaries  expenses  in  the  sum  of  $48,000  and  legal   and
professional  expenses in the sum of 26,184 during the period ending  March
31, 1999.  The legal and professional expenses were primarily the result of
the Company's preparation a filing requirements with the initial Securities
and Exchange Commission filings.

<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 March 31, 1999 (Unaudited)
     
     As  of  March  31,  1999, the Company's assets  were  $5,484  and  its
liabilities were $247,562, resulting in an deficit of assets of ($242,078).
Cash was $4,455 at March 31, 1999 as compared to cash of $5,568 on December
31,  1998,  a  decrease  of  $1,113. This represented  a  20%  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.

     None

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.

     None
     
                                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: May 14, 1999                        Date: May 14, 1999