<PAGE>

--------------------------------------------------------------------------------

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

                                  FORM 10-QSB

[Mark One]
    [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1999

                                       OR


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

         For the transition period from ______________ to ____________


                        Commission File Number:  0-19997


                             CTN MEDIA GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)


<TABLE>
<S>                                                                <C>
                        Delaware                                              13-3557317
(State or Other Jurisdiction of Incorporation or Organization)     (I.R.S. Employer Identification No.)


            5784 Lake Forrest Drive, Suite 275                                   30328
                    Atlanta, Georgia                                           (Zip Code)
        (Address of Principal Executive Offices)
</TABLE>
        Issuer's Telephone Number, Including Area Code:  (404) 256-9630

                       College Television Network, Inc.
          ---------------------------------------------------------
             (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 or 15(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 [ ]

Number of shares of common stock outstanding as of November 9, 1999:  14,411,755

  Transitional Small Business Disclosure Format (check one):  Yes [_]  No [X]
<PAGE>

ITEM 1. Financial Statements

<TABLE>
<CAPTION>
                             CTN MEDIA GROUP, INC.
                          CONSOLIDATED BALANCE SHEET
                              September 30, 1999
                                  (Unaudited)

                                    ASSETS

<S>                                                                                 <C>
Current assets:
   Cash and cash equivalents                                                                                  -
   Accounts receivable, net of allowance of $497,586                                                  15,094,372
   Prepaid expenses                                                                                      523,180
   Other current assets                                                                                  133,469
                                                                                                    ------------
       Total current assets                                                                           15,751,021

Property and equipment, net                                                                           10,506,336
Other assets                                                                                             193,482
Intangible assets, net                                                                                30,685,494
                                                                                                    ------------

       Total assets                                                                                 $ 57,136,333
                                                                                                    ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
    Accounts payable                                                                                $ 12,024,498
    Accrued expenses                                                                                   1,602,263
    Deferred revenue                                                                                   1,097,275
    Current portion of notes payable                                                                   1,000,000
                                                                                                    ------------
       Total current liabilities                                                                    $ 15,724,036
 Long-term debt:
    Accrued severance, net of current portion                                                            281,201
    Line of credit                                                                                     1,500,000
    Notes payable, less current portion                                                               14,000,000
                                                                                                    ------------

       Total liabilities                                                                            $ 31,505,237
                                                                                                    ------------

 Mandatory redeemable preferred stock                                                                 24,902,593
                                                                                                    ------------
 Commitments and Contingencies
 Stockholders' equity:
  Common stock - $.005 par; authorized 50,000,000 shares;
     issued and outstanding 14,411,755 shares                                                             72,059
  Additional paid in capital                                                                          36,194,454
  Unearned compensation                                                                                 (883,370)
  Accumulated deficit                                                                                (34,654,640)
                                                                                                    ------------
       Total stockholders' equity                                                                        728,503
                                                                                                    ------------

       Total liabilities, mandatorily redeemable preferred stock and stockholders'
        equity                                                                                      $ 57,136,333
                                                                                                    ============
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>

                             CTN MEDIA GROUP, INC.
                     CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                              Three Months Ended           Nine Months Ended
                                                                 September 30                 September 30
                                                              1999          1998           1999          1998
                                                       ---------------------------------------------------------
<S>                                                      <C>            <C>           <C>            <C>
Revenue                                                  $  8,831,381   $ 2,175,447   $ 13,871,234   $ 5,850,415
                                                       ---------------------------------------------------------
Expenses
      Operating                                             6,151,742     1,339,164      9,935,767     2,971,263
      Selling, general and administrative                   4,701,722     2,450,322     11,861,056     7,758,844
      Depreciation and amortization                           638,183       736,506      1,305,576     1,743,768
                                                       ---------------------------------------------------------
          Total Expenses                                   11,491,647     4,525,992     23,102,399    12,473,875

      Interest Income (expense), net                         (172,209)       38,784       (112,846)      295,822
                                                       ---------------------------------------------------------

      Loss before income taxes and cumulative effect
       of change in accounting principle                   (2,832,475)   (2,311,761)    (9,344,011)   (6,327,638)


      Provision for income taxes                                    -             -              -             -

      Loss before cumulative effect of change
       in accounting principle                             (2,832,475)   (2,311,761)    (9,344,011)   (6,327,638)

      Cumulative effect of change in accounting
       principle                                                    -             -              -       140,044
                                                       ---------------------------------------------------------

      Net loss                                           $ (2,832,475)  $(2,311,761)  $ (9,344,011)  $(6,187,594)

      Dividends and accretion on mandatorily
       redeemable preferred stock                          (7,892,758)            -     (7,892,758)            -
                                                       ---------------------------------------------------------
      Net Loss available to common stockholders           (10,725,233)   (2,311,761)   (17,236,769)   (6,187,594)
                                                       =========================================================
      Basic and diluted loss per common share

      Loss before cumulative effect of change in
       accounting principle                              $      (.74)   $      (.28)  $      (1.20)  $      (.79)

      Cumulative effect of change in accounting                     -                            -           .02
       principle
                                                       ---------------------------------------------------------

      Net Loss                                           $       (.74)  $      (.28)  $      (1.20)  $      (.77)
                                                       =========================================================
      Weighted average number of common shares
       outstanding (basic and diluted)                     14,410,360     8,127,532     14,342,052     8,052,613
                                                       =========================================================

</TABLE>
The accompanying notes are an integral part of the financial statements.

                                  Form 10-QSB
                                 Page 3 of 19
<PAGE>

                             CTN MEDIA GROUP, INC.
                                 CONSOLIDATED
                            STATEMENT OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                                          September 30
                                                                                  1999                   1998
                                                                           ------------------------------------------
<S>                                                                        <C>                        <C>
Cash flows from operating activities:

   Net loss                                                                   $ (9,344,011)           $(6,187,594)

   Adjustments to reconcile net loss to net cash used in
   operating activities:
       Depreciation and amortization                                             1,305,216              1,743,768
       Other non-cash amortization                                                  37,625
       Bad debt                                                                    149,006                      -
       Compensation from stock options                                             928,165                      -
       Cumulative effect of change in accounting principle                               -               (140,044)
       Fixed asset impairment loss                                                       -                122,207

   Changes in operating assets and liabilities, net of acquisition:
       Accounts receivable                                                      (4,302,252)              (687,525)
       Prepaid expenses                                                             54,409               (237,267)
       Other assets                                                                 59,030               (267,604)
       Accounts payable                                                          3,169,752                101,899
       Accrued expenses                                                            400,291                795,041
       Deferred revenue                                                            481,463               (236,252)
                                                                              ------------            -----------
              Net cash used in operating activities                             (7,061,306)            (4,993,371)
                                                                              ------------

Cash flows from investing activities:
       Purchases of property and equipment                                      (3,839,808)            (4,368,619)
       Cash paid for acquisitions, net of cash received                        (30,429,554)              (123,090)
                                                                              ------------            -----------
             Net cash used in investing activities                             (34,269,362)            (4,491,709)
                                                                              ------------            -----------

Cash flows from financing activities:
      Payments on notes payable and capital leases                                       -               (160,674)
      Redemption of preferred stock                                                      -                 (5,809)
      Net proceeds from issuance of common stock                                         -                610,207
      Proceeds from exercise of warrants and stock options                         370,912                      -
      Net proceeds borrowings                                                   15,684,699                      -
      Net proceeds from issuance of mandatorily redeemable preferred
      stock                                                                     18,863,634                      -
                                                                              ------------            -----------
            Net cash provided by (used in) financing activities                 34,919,245                443,724
                                                                              ------------            -----------

Net (decrease) increase in cash and cash
 equivalents...........................................................         (6,411,423)            (9,041,356)
Cash and cash equivalents, beginning of period.........................          6,411,423             11,438,289
                                                                              ------------            -----------
Cash and cash equivalents, end of period...............................                  -            $ 2,396,933
                                                                              ============            ===========
</TABLE>
                                  Form 10-QSB
                                 Page 4 of 19
<PAGE>

                             CTN MEDIA GROUP, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

     The accompanying unaudited consolidated financial statements (the
"financial statements") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
financial statements should be read in conjunction with the Company's financial
statements for the fiscal year ended December 31, 1998 included in the Annual
Report as filed on Form 10-KSB with the United States Securities and Exchange
Commission.

     In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial position as of September 30, 1999 and
the results of operations and of cash flows for the nine months ended September
30, 1999 and 1998.

     The results of operations for the nine months ended September 30, 1999 and
1998 are not necessarily indicative of the results of operations for a full
fiscal year of the Company. Certain prior period amounts have been reclassified
to conform with current period presentation.

NOTE (A) - The Company
----------------------

     CTN Media Group, Inc., formally known as College Television Network, Inc.
(the "Company"), owns and operates the College Television Network ("CTN"), "Link
Magazine", Sadler & Streib, and Armed Forces Communications, Inc., doing
business as Market Place Media, a wholly owned subsidiary ("MPM"). CTN is a
proprietary commercial television network operating on college and university
campuses, through single channel television systems placed free of charge
primarily in campus dining facilities and student unions.  CTN generates revenue
from advertising displayed on the network.  At September 30, 1999 and 1998, CTN
was installed or contracted for installation at approximately 1,387 and 553
locations, respectively, at various colleges and universities throughout the
United States.  The Company believes CTN currently reaches a viewership of
approximately 1,500,000 daily impressions.  Link Magazine is a publication
having a circulation in excess of one million students.  Link Magazine is
distributed free of charge to more than 650 campuses nationwide.  Sadler &
Streib is an Atlanta-based advertising agency primarily involved in placing
media buys and providing creative services for its clients.  Link Magazine and
Sadler & Streib are included within the CTN operating segment.

     During the current quarter, as discussed in Note (B), the Company purchased
MPM, the leading media placement company in the military, college, minority, and
senior markets.  MPM provides one-stop shopping to both advertisers and
advertising agencies by providing media placement through print, broadcast,
promotional events and the Internet.

     Certain of the Company's revenues are affected by the pattern of
seasonality common to most school-related businesses.  Historically, the Company
has generated a significant portion of its revenue during the period from
September through May and substantially less revenue during the summer months
when colleges and universities do not hold regular classes.

                                  Form 10-QSB
                                 Page 5 of 19
<PAGE>

NOTE (B) - The Acquisition
--------------------------

     On August 31, 1999, the Company acquired all of the issued and outstanding
capital stock of MPM (the "MPM Acquisition").  MPM has its primary place of
business in Santa Barbara, California. The Company paid $30,000,000 to the
shareholders of MPM ("MPM Shareholders"), subject to certain adjustments to be
made, if any, as defined in the stock purchase agreement for the transaction.

     On the closing date of the MPM Acquisition, MPM borrowed $15,000,000 from a
financial institution (the "Term Loan") pursuant to a Credit Agreement dated
August 31, 1999, as discussed in Note (D).  In addition, as discussed in Note
(C), on August 31, 1999, the Company received a $15,000,000 investment from U-C
Holdings, L.L.C ("Holdings"), the Company's majority shareholder.  The Company
used the proceeds from the Term Loan and the investment by Holdings to pay the
purchase price to the MPM Shareholders.  Of the $30,000,000 purchase price,
$2,500,000 is being held in escrow until a determination can be made by the
Company regarding adjustments to the purchase price for MPM, if any, and for
satisfaction of any post-closing claims against the MPM Shareholders.

     The MPM Acquisition was accounted for under the purchase method of
accounting.  The results of operations of MPM are included in the Company's
Consolidated Statement of Operations subsequent to the acquisition date, which
was August 31, 1999.  Intangible assets, consisting primarily of customer
relationships, tradenames/trademarks and goodwill of approximately $29,000,000
have been recorded in connection with the Company's preliminary purchase price
allocation and are being amortized on a straight line basis over 15 years.

     The following unaudited pro forma financial information reflects the
results of operations for the nine months ended September 30, 1999 and the year
ended December 31, 1998, as if the MPM Acquisition had occurred on January 1,
1998.  These unaudited pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what operating results
would have been had the acquisition actually taken place on January 1, 1998 and
may not be indicative of future operating results.  The unaudited pro forma
results are summarized as follows:

<TABLE>
<CAPTION>
                                                                 Nine Months ended             Year Ended
                                                                 September 30, 1999         December 31, 1998
                                                             ---------------------------------------------------
<S>                                                              <C>                       <C>
Revenue                                                              $ 35,537,405             $ 38,259,659
Net loss from operations                                              (11,171,851)             (10,858,384)
Net loss available to common stockholders                             (11,171,851)             (10,718,340)
Basic and diluted net loss per common share                                  (.78)                   (1.12)
</TABLE>

     Basic and diluted net loss per common share calculated above do not include
the effect of accretion of mandatorily redeemable preferred stock as such amount
is not calculable as of December 31, 1998.  If such accretion had been included
at September 30, 1999, the basic and diluted earnings per share would have been
$(1.29).

NOTE (C) - Mandatorily Redeemable Preferred Stock
--------------------------------------------------

     Pursuant to a Purchase Agreement dated July 23, 1999 (the "Initial Purchase
Agreement") between the Company and Holdings, Holdings purchased 309,998 shares
of the Company's convertible preferred stock, $0.001 par value per share
("Convertible Preferred"), for a purchase price of $4,649,970.  The proceeds
were used for general working capital purposes of the Company.  The conversion
ratio of the Convertible Preferred is computed by multiplying the number of
shares of Convertible Preferred to be converted by the $15.00 per share purchase
price and dividing the result by the conversion price of the Convertible
Preferred (the "Conversion Price") then in effect with respect

                                  Form 10-QSB
                                 Page 6 of 19
<PAGE>

to such shares. On the date of issuance, the Conversion Price was $6.854 (the
30-day average trading price of the Common Stock listed on The Nasdaq SmallCap
Market ("Average Trading Price")). The market price of the Common Stock on July
23, 1999 was $7.25. In accordance with the terms of the Initial Purchase
Agreement, from the date of issuance to and including the third anniversary of
the date of issuance of the Convertible Preferred, the Conversion Price was
subject to adjustment if at the end of a quarter the Average Trading Price of
the Common Stock was less than the Conversion Price then in effect; provided
that, the Conversion Price could not be reduced below $2.75. The Convertible
Preferred was voting stock on an as-converted basis to Common Stock based upon
the number of shares of Common Stock the Convertible Preferred was convertible
into on the date of issuance or 678,432 shares of voting stock. The Convertible
Preferred accrued a cumulative dividend of 12% per annum. Additionally, pursuant
to the Initial Purchase Agreement, the Company issued a Class D warrant (the
"Class D Warrant") to Holdings entitling Holdings to purchase 135,686 shares of
Common Stock with an initial exercise price of $6.854 per share subject to the
same adjustment as discussed above in connection with the Convertible Preferred.

     Effective October 18, 1999, the Board of Directors and a majority of the
shareholders effectuated the modification and reclassification of the
Convertible Preferred into shares of Series A Convertible Preferred stock of the
Company, $.001 par value per share ("Series A Preferred"). This modification and
reclassification resulted in the elimination of the variable conversion price
feature outlined in the Initial Purchase Agreement and fixed the conversion
price at $4.50 per share. In addition, the Company and Holdings entered into a
Cancellation Agreement, effective August 31, 1999, whereby the Company
cancelled, for no additional consideration, the Class D Warrant. The
reclassification and warrant cancellation was undertaken in order for the
Company to have a single type of preferred stock outstanding.

     Pursuant to a Purchase Agreement dated August 31, 1999, (the "Second
Purchase Agreement") between the Company and Holdings, Holdings purchased
1,000,000 shares of the Company's Series A Preferred for an aggregate purchase
price of $15,000,000.  Proceeds to the Company, net of related issuance costs,
were $14,213,664.  These proceeds were used to pay a portion of the purchase
price to the MPM Shareholders in connection with the MPM Acquisition.

     The Conversion Price associated with the Series A Preferred is $4.50, which
was a 34.9% discount from the 30 day average market price of the Common Stock as
of August 31, 1999, the date of issuance.  The market price of the Common Stock
on August 31, 1999 was $6.63.  Currently, the Series A Preferred is non-voting
stock; however, after the effective date of a Schedule 14C Information Statement
to be sent to the stockholders of the Company in connection with the
ratification and approval of the issuance of the Series A Preferred, Holdings
will gain the right to vote the Series A Preferred on an as-converted basis to
Common Stock based upon the number of shares of Common Stock the Series A
Preferred was convertible into on the date of issuance (i.e., 3,333,333 shares).
The Series A Preferred accrues a cumulative dividend of 12% per annum.

     The new equity issued to Holdings in the form of Convertible Preferred and
Series A Preferred  has been recorded on the Balance Sheet of the Company net of
the value associated with the favorable conversion terms of each type of
security (the "Beneficial Conversion Value"). The Beneficial Conversion Value is
calculated as the difference between the conversion price of the security and
the market price of the Common Stock on the respective dates of issuance. In
connection with the Beneficial Conversion Value of each security, because these
securities are immediately convertible, the charges against Shareholders Equity
this quarter for the Beneficial Conversion Value of the Convertible Preferred
and the Series A Preferred were approximately $270,000 and $7,080,000,
respectively. The Company recorded an additional charge against Shareholders
Equity of approximately $543,000 to accrete these securities to their highest
redemption value as of September 30, 1999.


                                  Form 10-QSB
                                 Page 7 of 19
<PAGE>

     Pursuant to the Second Holdings Purchase Agreement, if Holdings contributes
up to $6,000,000 in cash to the Company to repay the Term Loan discussed in Note
(D) in connection with certain guaranty agreements executed by Holdings, Willis
Stein & Partners, L.P. (the managing member of Holdings) ("Willis Stein") and
certain affiliates of Willis Stein, Holdings will receive up to an additional
400,000 shares of Series A Preferred.  The maximum amount of the guarantee is
$6,000,000.

NOTE (D) - Debt
---------------

  On July 26, 1999, the Company obtained a $12,000,000 revolving credit loan
(the "CTN Loan") from a financial institution for working capital purposes.  A
condition to the CTN Loan was the $4,649,970 investment by Holdings discussed in
Note (C).  The CTN Loan, as amended, is on a revolving credit basis and requires
the Company to obtain equity investments, from Holdings or other investors, on a
dollar-for-dollar basis for every dollar borrowed under the CTN Loan up to the
$12,000,000 credit limit, excluding the $4,649,970 previously invested by
Holdings.  The CTN Loan bears interest at either (i) the Base Rate which is
equal to the greater of (a) the Federal Funds Rate plus 0.5% or (b) the Prime
Rate, plus 2.00% per annum; or (ii) the Eurodollar Rate, plus 3.50% per annum.
The CTN Loan is due and payable in full on December 29, 2000.  There are several
financial and operating covenants in the loan agreement, including a prohibition
on dividends paid by the Company until the CTN Loan is paid in full. In
addition, it is a default under the CTN Loan if Holdings owns less than 51% of
the Company or certain members of Holdings are no longer members of the Board of
Directors of the Company. The CTN Loan is guaranteed by a negative pledge
agreement of outstanding shares of stock of the Company owned by Holdings.

     On August 31, 1999, MPM obtained a $15,000,000 Term Loan ("Term Loan") and
a $2,000,000 revolving credit line ("Revolver Loan") from a separate financial
institution and its affiliates for the purchase of MPM by the Company.  MPM
distributed the proceeds of the Term Loan to the Company to pay the MPM
Shareholders in the MPM Acquisition.  MPM also borrowed $1,000,000 under the
Revolver Loan to pay expenses associated with the MPM Acquisition and certain
loan costs.

     Both the Term Loan and the Revolver Loan bear interest at either the
"Alternate Base Rate" which is the higher of the Prime Rate (the rate of
interest most recently announced by the financial institution as the prime rate)
or the Federal Funds Rate (the interest rate offered in the interbank market to
the financial institution as the overnight Federal Funds Rate at or about 10:00
am New York City time) plus 0.5%, or the "Eurodollar Base Rate" (the rate per
annum determined on the basis of the rate for deposits in U.S. dollars appearing
on page 3750 of the Telerate screen at or about 11:00 am London Time) plus the
applicable margin, which is variable depending on various financial conditions
set forth in the credit agreement.  The Revolver Loan is due and payable on
September 30, 2004.  The Term Loan is payable quarterly commencing June 30,
2000, and due in full on September 30, 2004.

     The Term Loan and Revolver Loan are secured by the assets of MPM and are
guaranteed by Holdings, Willis Stein and certain affiliates of Willis Stein.
Each of the Company, Holdings and Willis Stein entered into guaranty agreements
in favor of the financial institution dated August 31, 1999.  The guaranty
agreements are conditional and limited to circumstances in which the Company
receives funds from Holdings to repay the financial institution.  Additionally,
the Company entered into a Pledge Agreement with the financial institution,
dated August 31, 1999, whereby the Company pledged to the financial institution
the MPM capital stock it acquired in the MPM Acquisition.

                                  Form 10-QSB
                                 Page 8 of 19
<PAGE>

NOTE (E) - Property and Equipment
---------------------------------

Property and equipment consists of the following:
-------------------------------------------------

<TABLE>
<CAPTION>
                                                                        September 30,    Estimated useful lives
                                                                            1999
                                                                      ---------------------------------------------
<S>                                                                     <C>              <C>
Entertainment systems completed                                           9,513,802             5 years
Entertainment systems in progress                                           134,877               N/A
Machinery and equipment                                                   1,689,751           5-7 years
Software                                                                    745,958             5 years
Furniture and Fixtures                                                      829,012             7 years
Leasehold improvements                                                      289,064          7-11 years
                                                                      ---------------------------------------------
                                                                        $13,202,464
Less:  Accumulated depreciation                                          (2,696,128)
                                                                      ----------------
Total                                                                   $10,506,336
</TABLE>

Depreciation expense for the nine months ended September 30, 1999 and the nine
months ended September 30, 1998 was approximately $1,102,012 and  $1,743,768
respectively.  The decrease in depreciation during the current year is a result
of the increased depreciation in the comparable period of the prior year in
connection with the accelerated depreciation taken on certain program equipment.

NOTE (F) - Commitments and Contingencies
----------------------------------------

     The Company is currently utilizing Crawford Communications, Inc.
("Crawford") and Viatech International, Inc. to complete installations in new
locations.  The Company has also entered into an Origination Services Contract
with Crawford.  Both agreements provide for payments of approximately $1,320,000
over a five year period ending on July 15, 2003.  In accordance with the
Origination Services Contract, Crawford is responsible for the transmission via
satellite of CTN's daily programming, including encoding signals, testing,
maintaining CTN's programming library, and obtaining programming from Turner
Private Networks, Inc.  ("Turner") pursuant to the Company's programming
agreement with Turner, as well as other programming from other CTN sources.
Crawford is also responsible for the uplink of the programming to a satellite as
well as the downlink of the signal from the satellite at each installation site.
The Origination Services Contract has a five-year term.  As of September 30,
1999, the Company has paid approximately $308,000 to Crawford pursuant to the
Origination Services Contract.

     On March 21, 1998, the Company entered into a severance agreement with one
of its senior executives.  The agreement provides for payments of approximately
$870,000 over a three year period ending in April 2001.  A provision for this
obligation is included in the Company's statement of operations for the fiscal
year ended December 31, 1998.  As of  September 30, 1999, the Company has paid
approximately $433,000 of this obligation.

     On March 27, 1998, the Company signed an agreement with Turner to provide
news and sports programming on CTN through December 31, 2002.  The total license
fee is approximately $2,900,000.  This agreement supercedes the prior
programming agreement entered into on November 5, 1996.  As of September 30,
1999, the Company has paid approximately $887,000 pursuant to this agreement.

     In connection with the delivery platform conversion during 1998, the
Company entered into a Transponder Use Agreement with Public Broadcasting
Service ("PBS") on April 30, 1998.   The Company has subleased capacity on a
satellite owned and operated by GE American Communications, Inc. ("GE") and
leased to PBS by GE.  This agreement provides for payments of approximately
$3,924,000 over a five year period that terminates on July 31, 2003.  The
Company has protected status on this satellite, where in the event of a
satellite failure or performance problem, the Company's

                                  Form 10-QSB
                                 Page 9 of 19
<PAGE>

programming will preempt transmissions of other users on this satellite or on
another satellite. As of September 30, 1999, the Company has paid approximately
$915,600 pursuant to this agreement.

     In May, 1998, the Company entered into a lease for new space in New York
City.  The New York operations of CTN and Link Magazine were consolidated in
this new office space, effective October 1, 1998.  The lease term is for ten
(10) years and the initial annual rent in $249,900, subject to annual increases
based upon certain economic factors.

     On February 19, 1999, the Company entered into a severance agreement with
one of its senior executives and former member of the Board of Directors.  The
agreement provides for payments of approximately $476, 000 over a 26 month
period through April 2001.  In conjunction with the severance agreement, the
Company also granted the officer an option to purchase 100,000 shares of the
Company's common stock at an exercise price of $2.75 per share.  The options
vested immediately and expire five years from the date of the severance
agreement.  In connection with the severance agreement, the Company recorded
charges of $436,300, representing the present value of the cash severance
payments and $240,000, representing the fair value of the stock options.  As of
September 30,1999, the Company has paid approximately $128,000 under this
agreement.

     On July 13, 1999, the Company entered into an agreement with Contemporary
Marketing Incorporated  ("CMI") for the management of a sixteen week promotional
concert tour.  The concert tour will run from the Fall of 1999 through the
Spring of 2000 on 25 college campuses nationwide.  CTN has committed to pay
CMI's program and administrative costs of approximately $1,200,000 over that 16
week period.

NOTE (G) - Comprehensive Income
-------------------------------

     As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income."  This standard
establishes new rules for reporting and display of comprehensive income and its
components.  The adoption of this statement has no impact on the Company's net
loss or stockholders' equity.  During fiscal 1999 and the prior periods
presented, total comprehensive income substantially equaled net loss.

NOTE (H) - Segment Reporting
----------------------------

     In fiscal 1998, the Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" ("SFAS No. 131").  This statement establishes new standards for the
manner in which companies report operating segment information as well as
disclosures about products and services and major customers.  In connection with
the acquisition of MPM, management has re-evaluated the manner in which the
business is operated and reported.  The Company currently has two reportable
segments as defined under SFAS No. 131:  (i) CTN and (ii) MPM. Segment
information previously reported has been restated to conform to the current
presentation.  See Note A for a description of the products and services
provided by each segment.  The Company evaluates each segment's performance
based on income or loss before income taxes.  Information regarding the
operations of these reportable segments are as follows:

                                  Form 10-QSB
                                 Page 10 of 19
<PAGE>

<TABLE>
<CAPTION>
                              Nine Months Ended        Nine Months Ended         Three Months Ended         Three Months Ended
                              September 30, 1999       September 30,1998         September 30, 1999         September 30, 1998

<S>                           <C>                      <C>                       <C>                        <C>
Revenues
   CTN                            $ 8,076,058              $ 5,850,415                $ 3,036,205                $ 2,175,447
   MPM                              5,795,176                        -                  5,795,176                          -
                           -----------------------------------------------------------------------------------------------------
   Total                          $13,871,234              $ 5,850,415                $ 8,831,381                $ 2,175,447
                           -----------------------------------------------------------------------------------------------------
Loss before income
taxes and cumulative
effect of change in
accounting principle
   CTN                             (9,908,127)              (6,327,638)                (3,396,591)                (2,311,761)
   MPM                                564,116                        -                    564,116                          -
                           -----------------------------------------------------------------------------------------------------
   Total                          $(9,344,011)             $(6,327,638)               $(2,832,475)               $(2,311,761)
                           -----------------------------------------------------------------------------------------------------

                           September 30, 1999          September 30, 1998
  Total Assets
      CTN                       27,865,943                 10,267,424
      MPM                       29,270,390                          -
                          -----------------------------------------------
      Total                    $57,136,333                $10,267,424
                          -----------------------------------------------
</TABLE>
Substantially all of the property and equipment owned by the Company is used in
the operations of CTN.

NOTE (I) - Subsequent Events
----------------------------

     On October 8, 1999, the Company issued to Holdings 33,333 shares of Series
A Preferred, for $15.00 per share or an aggregate purchase price of
approximately $500,000, pursuant to the Second Purchase Agreement.  On October
18, 1999, Holdings purchased an additional 153,334 shares of Series A Preferred,
for $15.00 per share or an aggregate purchase price of approximately $2,300,000
pursuant to an Amended and Restated Purchase Agreement between the Company and
Holdings ("Amended Second Purchase Agreement").  The purpose of Holdings'
purchase of these shares was to enable the Company to raise $2,800,000 in gross
proceeds for the Company's working capital needs and capital expenditures and to
enable the Company to make a possible future investment in another entity
strategic to its business.  In connection with this $2,800,000 equity investment
in the Company by Holdings, the Company was able to borrow $2,800,000 under the
CTN Loan on October 21,1999.

     As of the balance sheet date, the Amended Second Purchase Agreement further
provides that the Company has the right to require Holdings to purchase, subject
to various conditions, certain of which are at the discretion of Holdings, up to
an additional 800,000 shares of Series A Preferred for an aggregate purchase
price of approximately $12,000,000.  This right expires on August 31,2000.  As
discussed above, as of October 18, 1999, the Company has issued 186,667 of the
800,000 shares.

     The obligation of Holdings to purchase Series A Preferred at subsequent
dates is conditioned upon the Company providing certain information to Holdings
and Holdings' satisfaction, in its sole discretion, with the Company's ability
to meet certain other conditions.  In the event the Company cannot satisfy these
conditions and Holdings elects not to provide additional funding to the Company,
the Company's ability to meet its obligations and continue its expansion will be
impaired.  However,  Willis Stein has committed to provide sufficient funds to
Holdings to enable Holdings to infuse working capital into the Company during
1999 to fund cash flow deficits, if any.  Based on this commitment, the Company
believes Holdings will provide this additional funding.

     On October 13, 1999, the Company organized a subsidiary called Wetair.com,
L.L.C. ("Wetair") which will develop and operate a proprietary internet site for
the Company called

                                  Form 10-QSB
                                 Page 11 of 19
<PAGE>

"Wetair.com". As of the formation date, the Company owns 90% of the outstanding
stock and Wetair will operate as a subsidiary of the Company. In conjunction
with the creation of the Company's internet website, a 10% minority ownership
has been granted to an unrelated third party internet consulting group. In
addition, the Company has entered into an Interactive Services Agreement with
THINK New Ideas, Inc. ("THINK"). THINK has been contracted to design and manage
services relating to the Company website and Wetair.com. The project is
estimated to cost approximately $500,000 through the end of 1999.

ITEM 2.  Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

     Certain forward-looking information contained in this Quarterly Report is
being provided in reliance upon the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 as set forth in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended.  Such information includes, without limitation,
discussions as to estimates, expectations, beliefs, plans, strategies and
objectives concerning the Company's future financial and operating performance.
Such forward-looking information is subject to assumptions and beliefs based on
current information known to the Company and factors that could yield actual
results differing materially from those anticipated.  The Company undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in future
operating results.  Please see Exhibit 99.1 "Safe Harbor Compliance Statement
for Forward-Looking Statements" for additional factors to be considered by
shareholders and prospective shareholders.

Overview

     The Company commenced operations in January 1991.  The Company owns and
operates CTN, Link Magazine, Sadler & Streib and MPM.  CTN is a proprietary
commercial television network that operates on college and university campuses
through single-channel television systems placed free of charge primarily in
campus dining facilities and student unions.  At September 30, 1999, CTN was
installed or contracted for installation at approximately 1,387 locations at
various colleges and universities throughout the United States.  The Company
believes CTN currently reaches a viewership of approximately 1,500,000 daily
impressions.

     The Company also owns and publishes Link Magazine, a publication having an
approximate circulation in excess of one million students.  Link Magazine is
distributed free of charge to more than 650 campuses nationwide. In addition,
the Company owns Sadler & Streib, an Atlanta-based advertising agency primarily
involved in placing media buys and providing creative services for its clients.

     On August 31, 1999, the Company acquired all of the outstanding stock of
MPM in exchange for $30,000,000.  MPM is a leading media placement company in
the military, college, minority, and senior markets. MPM is increasing its
presence in the high school, alternative lifestyles, and local consumer markets
among others.  The results of operations of MPM are included in the Consolidated
Statement of Operations of the Company subsequent to the purchase date.  The
Company financed the $30 million purchase price and related acquisition costs
through the issuance of $15,000,000 of Series A Preferred to Holdings, the
Company's majority stock shareholder, and the incurrence of $15,000,000 of bank
debt.  See Notes (B), (C) and (D) of "Item 1. Financial Statements" for further
discussion.

                                  Form 10-QSB
                                 Page 12 of 19
<PAGE>

     Certain of the Company's revenue is affected by the pattern of seasonality
common to most school-related businesses.  Historically, the Company has
generated a significant portion of its revenue during the period of September
through May and substantially less revenue during the summer months when
colleges and universities do not hold regular classes.

Results of Operations

     The following table sets forth certain financial data derived from the
Company's statement of operations for the nine months ended September 30, 1999
and September 30, 1998:


<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                           September 30, 1999                     September 30, 1998
                                               -------------------------------------------------------------------------------
                                                                            % of                                   % of
                                                          $                Revenue               $                Revenue
                                               -------------------------------------------------------------------------------

<S>                                                   <C>                    <C>              <C>                    <C>
Revenue....................................           8,831,381              100              2,175,447              100
Operating expenses.........................           6,151,742               70              1,339,164               62
Selling, general and administrative........           4,701,722               53              2,450,322              113
Depreciation and amortization..............             638,183                7                736,506               34
Interest income (expense), net.............            (172,209)               2                 38,784                2
Loss before cumulative effect of change in
 accounting principle......................           2,832,475               32              2,311,761              106

</TABLE>
<TABLE>
<CAPTION>

                                                                               Nine Months Ended
                                                           September 30, 1999                     September 30, 1998
                                           -------------------------------------------------------------------------------
                                                                            % of                                   % of
                                                          $               Revenue               $                 Revenue
                                           -------------------------------------------------------------------------------
<S>                                                  <C>                  <C>               <C>                     <C>
Revenue....................................          13,871,234              100            5,850,415                100
Operating expenses.........................           9,935,767               72            2,971,263                 51
Selling, general and administrative........          11,861,056               86            7,758,844                133
Depreciation and amortization..............           1,305,576                9            1,743,768                 30
Interest expense income, net...............            (112,846)               1              295,822                  5
Loss before cumulative effect of change in
 accounting principle......................           9,344,011               67            6,327,638                108


</TABLE>

     Revenue increased to $8,831,381 and $13,871,234 for the three and nine
month periods ended September 30, 1999, versus $2,175,447 and $5,850,415 for the
comparable periods in the prior year.  The primary source for the revenue
increase was derived from the acquisition of MPM in August 1999 and Sadler &
Streib in July 1998. Furthermore, advertising sales for Link Magazine increased
due to the publication of one additional issue and increased advertisers for the
period ended September 30, 1999. The Company anticipates that it will experience
continued sales growth at CTN throughout the fiscal year ending December 31,
1999 by continuing to expand its advertiser base and by increasing the rates
charged for its advertising spots to reflect an anticipated increase in
viewership. Although the Company has agreements with national advertisers and
has held discussions or had prior agreements with other national advertisers, no
assurance can be given that these or other advertisers will continue to purchase
advertising from the Company, or that future significant advertising revenue
will ever be generated. Failure to significantly increase advertising revenue
could have a material impact on the operations of the Company.

     Operating expenses increased to $6,151,742 and $9,935,767, respectively,
for the three and nine-month periods ended September 30, 1999, as compared to
$1,339,164 and $2,971,263 for the

                                  Form 10-QSB
                                 Page 13 of 19
<PAGE>

comparable periods in the prior year. The increase over the comparable prior
year period is primarily attributable to costs relating to MPM and the
advertising agency business with no corresponding amount for the prior year and
the first two quarters of 1998, respectively, as MPM was acquired in August 1999
and the agency was acquired in July 1998. Publishing costs associated with
producing larger and higher quality issues of Link Magazine also account for a
portion of the increase. The increase over the prior year also reflects
additional costs incurred at CTN for improved network programming and satellite
transmission expenses.

     Selling, general and administrative expenses increased to $4,701,722 and
$11,861,056, respectively, for the three and nine-month periods ended September
30, 1999, versus $2,450,322 and $7,758,844 for the comparable periods in the
prior year.  The increase is primarily attributable to increased marketing,
research and expanded sales efforts associated with CTN and the acquisition of
MPM.  Additionally, due to the accelerated ramp-up of affiliate locations of
CTN, payroll and related higher commission expenses were recognized.

     Depreciation and amortization expense totaled $638,183 and $1,305,576 for
the three and nine-month periods ended September 30, 1999, as compared to
$736,506 and  $1,743,768 for the comparable periods in the prior year.  The
decrease in depreciation expense is directly related to the acceleration of
depreciation on obsolete system equipment recorded in June 1998 in connection
with the conversion of the network delivery platform to the Digital Video
Broadcast system ("DVB").

     Interest income (expense) amounted to ($172,209) and $(112,846) for the
three and nine-month periods ended September 30, 1999, versus $38,784 and
$295,822 for the comparable periods in the prior year.  The decrease in interest
income is attributable to the Company's lower cash position as a result of
expenditures at CTN directly related to the equipment required for the increased
number of installed affiliate locations coupled with one month of interest
expense recorded for the loans in conjunction with the purchase of MPM.

     The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue through the remainder
of 1999.  The net loss before the cumulative effect of a change in accounting
principle amounted to $2,832,475 and $9,344,011 for the three and nine-month
periods ended September 30, 1999, versus $2,311,761 and $6,327,638 for the
comparable periods in the prior year.  The net loss during the respective
periods for the quarter reflects the Company's continued efforts to expand its
advertiser and affiliate bases.

Financial Condition and Liquidity

     At September 30, 1999, the Company had working capital of $26,985.

     Cash used in operations increased to $7,061,306 during the nine-months
ended September 30, 1999, from $4,993,371 for the comparable period in the prior
year. The impact of an increased loss and increasing accounts receivable was
offset by a build up of accounts payable.  The Company has obtained an equity
infusion from Holdings and a credit facility from a lending institution to fund
current working capital needs.  Additionally, the Company has obtained a
commitment from Willis Stein to fund cash flow deficits, if any, through
December 31, 1999.  See Notes (C) and (D) of "Item 1 Financial Statements", for
further discussion of transactions.

     Acquisitions and purchases of property and equipment increased to
$34,269,362 during the nine-months ended September 30, 1999 from $4,491,709 for
the comparable period in the prior year due primarily to the purchase of MPM on
August 31, 1999.

                                  Form 10-QSB
                                 Page 14 of 19
<PAGE>

     Cash provided by financing activities was $34,919,245 for the nine-months
ended September 30, 1999, compared to cash provided by financing of $443,724 for
the same period in the prior year.  The majority of the proceeds came from the
issuance of $4,600,000 of Convertible Preferred Stock, $15,000,000 Series A
Convertible Preferred Stock, and the increase of $16,500,000 of bank debt.
See Notes (C) and (D) of "Item 1. Financial Statements" for further discussion.

     The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue through December 31,
1999.  In order to reach the stage where the Company is profitable, it is
expected that additional expenditures will be required to increase the affiliate
base and to more aggressively market CTN to attract more advertisers.

Year 2000

     Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field.  Beginning in the year
2000, those date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates.  As a result, prior to
December 31, 1999, computer systems and/or software used by many companies may
need to be upgraded to comply with such "Year 2000" requirements.  The Company
relies on computer applications provided by third parties to deliver and track
its programming on CTN as well as to manage and monitor its accounting,
advertising sales and administrative functions.  Because the Company is
dependent on vendor compliance, its ability to assure Year 2000 compliance is
limited.  The Company has obtained representations from its most significant
computer system and software vendors that the services and products provided
are, or will be, Year 2000 compliant, with the exception that  it has not
obtained any such representations from Public Broadcasting Service under its
Transponder Use Agreement, dated April 30, 1998.  The Company has obtained
insurance for certain of the costs associated with a failure of the satellite
transmission equipment upon which CTN's programming delivery is based, including
the cost of redirecting satellite dishes, securing a new satellite transponder,
and lost advertising revenue resulting from an interruption in programming.
However, this business interruption insurance would not cover all costs
associated with a satellite failure.  Despite the Company's efforts to address
the Year 2000 impact on its business operations and internal systems, there can
be no assurance that such impact will not result in a material disruption of its
business or have a material adverse effect on the Company's business, financial
condition or results of operations.

                                  Form 10-QSB
                                 Page 15 of 19
<PAGE>

                                    PART II
                               OTHER INFORMATION

Item 1.  Legal Proceedings.

     No events occurred during the quarter covered by this Report that would
require a response to this Item.

Item 2.  Changes in Securities.

     (a) On July 23, 1999, the Company sold 309,998 shares of Convertible
Preferred to the Company's majority shareholder, Holdings, for a per share price
of $15.00, or an aggregate purchase price of $4,649,970.  Pursuant to Section
4(2) and Rule 506 of the Securities Act of 1933 (the "Act"), this sale of
securities by the Company to one accredited investor (as defined in Rule 501(a))
was exempt from registration.  The proceeds were used for general working
capital purposes of the Company.  The conversion ratio of the Convertible
Preferred is computed by multiplying the number of shares of Convertible
Preferred to be converted by the $15.00 per share purchase price and dividing
the result by the conversion price of the Convertible Preferred (the "Conversion
Price") then in effect with respect to such shares.  On the date of issuance,
the Conversion Price was $6.854 (the 30-day average trading price of the Common
Stock listed on The Nasdaq SmallCap Market ("Average Trading Price")).  From the
date of issuance to and including the third anniversary of the date of issuance
of the Convertible Preferred, the Conversion Price was subject to adjustment if
at the end of a quarter the Average Trading Price of the Common Stock was less
than the Conversion Price then in effect; provided that, the Conversion Price
could not be reduced below $2.75, as adjusted for stock splits, stock dividends
and other similar events.  The Convertible Preferred was voting stock on an as-
converted basis to Common Stock based upon number of shares of Common Stock the
Convertible Preferred was convertible into on the date of issuance or 678,432
shares of voting stock.  The Convertible Preferred accrued a cumulative dividend
of 12% annum.

          The Convertible Preferred shares issued to Holdings, as discussed
herein above, were subsequently reclassified into shares of Series A Preferred
on a one-for-one basis as of the effective date (October 18, 1999) of the
approval of such reclassification by a majority of the shareholders.
Thereafter, all authorized but unissued shares of Convertible Preferred were
redesignated by the Board of Directors as Series A Preferred, and the
Convertible Preferred is no longer a designated series of the Company's
preferred stock.

     (b) On August 31, 1999, the Company sold 1,000,000 share of Series A
Preferred to Holdings for a per share price of $15.00, or an aggregate purchase
price of $15,000,000.  Pursuant to Section 4(2) and Rule 506 of the Act, this
sale of securities by the Company to one accredited investor was exempt from
registration.  The conversion ratio of the Series A Preferred is computed by
multiplying the number of shares of Series A Preferred to be converted by the
$15.00 per share purchase price and dividing the product by the conversion price
of the Series A Preferred (the "Series A Conversion Price") then in effect with
respect to such shares.  On the date of issuance, the Series A Conversion Price
was $4.50.  The Series A Preferred is currently non-voting stock; however, after
the effective date of the shareholder approval described in a Schedule 14C
Information Statement to be sent to the stockholders of the Company in
connection with the ratification and approval of the issuance of the Series A
Preferred, Holdings will obtain the right to vote its shares of Series A
Preferred as if such shares were converted into shares of Common Stock on the
date of issuance which equals 3,333,333 voting shares.  The Convertible
Preferred accrued a cumulative dividend of 12% annum.  The conversion ratio and
voting rights of the Series A Preferred could cause dilution in the voting power
of the common stockholders.

                                  Form 10-QSB
                                 Page 16 of 19
<PAGE>

Item 3.  Defaults Upon Senior Securities.

     No events occurred during the quarter covered by this Report that would
require a response to this Item.

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

     (a) On August 31, 1999, by written consent in lieu of a meeting, the holder
of a majority of the voting stock of the Company approved the Plan of
Reclassification and the Third Certificate of Designation of the Series A
Convertible Preferred Stock of the Company ("Third Certificate"). The majority
                                             -----------------
stockholder consent with respect to these matters took effect 20 days after the
mailing of a Schedule 14C Information Statement to the shareholders of the
Company. Both the Plan of Reclassification (filed as an Amendment to the
Certificate of Incorporation) and the Third Certificate were filed with the
Secretary of State of Delaware and made effective as of October 18, 1999.

     (b) On August 31, 1999, the holder of all of the outstanding preferred
stock of the Company, by written consent in lieu of a meeting, approved (i) a
reduction in the Company's authorized Convertible Preferred stock from 2,000,000
shares to 309,998 shares and (ii) the Plan of Reclassification discussed in Item
4(a) above.

Item 5.  Other Information.

     No events occurred during the quarter covered by this Report that would
require a response to this Item.

Item 6.  Exhibits and Reports on Form 8-K.
     (a) Exhibits.

         The following exhibits are filed with this Report:

               Exhibit 3.1  Certificate of Designation, Powers, References and
               Rights of the Preferred Stock of College Television Network, Inc.
               (incorporated by reference to Exhibit 4.3 to Form 8-K filed
               August 3, 1999).

               Exhibit 3.2  Second Certificate of Designation, Powers,
               References and Rights of the Series A Convertible Preferred Stock
               of College Television Network, Inc. (incorporated by reference to
               Exhibit 5.3 to Form 8-K filed September 15, 1999).

               Exhibit 3.3  Plan of Reclassification, dated August 31, 1999
               (incorporated by reference to Exhibit I to the Schedule 14C
               Information Statement filed by the Company on September 22,
               1999).

               Exhibit 10.1  Stock Purchase Agreement, dated July 16, 1999,
               among the Company, Armed Forces Communications, Inc., Kevin West
               and Colleen Gordon (incorporated by reference to Exhibit 2.1 to
               Form 8-K filed September 15, 1999).

               Exhibit 10.2  Purchase Agreement, dated as of July 23, 1999,
               between the Company and U-C Holdings, L.L.C. (incorporated by
               reference to Exhibit 4.1 to Form 8-K filed August 3, 1999).

                                  Form 10-QSB
                                 Page 17 of 19
<PAGE>

               Exhibit 10.3  Purchase Agreement, dated August 31, 1999, between
               the Company and U-C Holdings, L.L.C. (incorporated by reference
               to Exhibit 5.1 to Form 8-K filed September 15, 1999).

               Exhibit 10.4  Cancellation Agreement, dated August 31, 1999,
               between the Company and U-C Holdings, L.L.C. (incorporated by
               reference to Exhibit 5.2 to Form 8-K filed September 15, 1999).

               Exhibit 10.5  Interactive Services Agreement, dated as of
               September 27, 1999, between the Company and THINK New Ideas, Inc.

               Exhibit 10.6  Agreement, dated as of September 22, 1999, between
               the Company and Contemporary Marketing Inc.

               Exhibit 10.7  Amended and Restated Purchase Agreement, dated as
               of October 18, 1999, between the Company and U-C Holdings, L.L.C.
               (incorporated by reference to Exhibit 5.1 to Form 8-K filed
               October 27, 1999).

               Exhibit 10.8 Employment Agreement, dated as of July 16, 1999,
               between the Company and Geoffrey Kanter.

               Exhibit 27.1   Financial Data Schedule.

               Exhibit 99.1  Safe Harbor Compliance Statement for Forward
               Looking Statements.

     (b) Reports on Form 8-K.

         A report on Form 8-K dated August 3, 1999 disclosed (i) the MPM
Acquisition, (ii) the $12,000,000 revolving credit line and (iii) the issuance
of 309,998 shares of Convertible Preferred and the Class D Warrant to Holdings.

         A report on Form 8-K dated September 15, 1999 disclosed (i) the
closing of the MPM Acquisition, (ii) the $15,000,000 Term Loan and $2,000,000
Revolver Loan, (iii) issuance of 1,000,000 shares of Series A Preferred to
Holdings, plus the guaranty commitment by Willis Stein & Partners, L.P. and its
affiliates, (iv) the cancellation of the Class D Warrant, and (v) the Plan of
Reclassification of the Convertible Preferred.

                                  Form 10-QSB
                                 Page 18 of 19
<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.


                                  COLLEGE TELEVISION NETWORK INC.
                                  Registrant



Date: November 15, 1999           /s/ Jason Elkin
                                 ---------------------------------------------
                                 Jason Elkin
                                 Chief Executive Officer
                                 and Chairman of the Board
                                 (Principal Executive Officer)


Date: November 15, 1999           /s/ Patrick Doran
                                 ---------------------------------------------
                                 Patrick Doran
                                 Chief Financial Officer, Secretary
                                 and Treasurer
                                 (Principal Accounting and Financial Officer)

                                  Form 10-QSB
                                 Page 19 of 19