<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  FORM 10-QSB
                                        
Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of
1934

For the Quarterly period from July 1, 1998 to September 30, 1998
                              ------------    ------------------

                        Commission file number 0-19997
                                               -------
                                        
                       College Television Network, Inc.
       -----------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)


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


             5784 Lake Forrest Drive. Suite 275 Atlanta, GA 30328
             ----------------------------------------------------
                   (Address of Principal Executive Offices)


                                (404) 256-9630
               ------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)


                                      N/A
        ---------------------------------------------------------------
        (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 10, 1998:
14,265,153

   Transitional Small Business Disclosure Format (check one):  Yes      No  X
                                                                   ---     ---
<PAGE>
 
                         PART I.  FINANCIAL INFORMATION
                                        
ITEM 1. Financial Statements

                       College Television Network, Inc.
                                 BALANCE SHEET
                              September 30, 1998
                                  (Unaudited)
 
                                    ASSETS

Current assets:
   Cash and cash equivalents....................................  $  2,396,933
   Accounts receivable, net of allowance of $25,000.............     2,110,625
   Prepaid expenses.............................................       312,828
   Other current assets.........................................       153,761
                                                                  ------------
          Total current assets..................................     4,974,147

Property and equipment, net.....................................     4,640,926
Other assets....................................................       171,480
Intangible assets, net..........................................       480,871
                                                                  ------------

          Total assets..........................................  $ 10,267,424
                                                                  ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
    Accounts payable............................................  $    775,191
    Accrued expenses............................................     1,184,022
    Capital lease obligation....................................       146,020
                                                                  ------------
          Total current liabilities.............................     2,105,233

 Accrued severance, net of current portion......................       454,735
                                                                  ------------
          Total liabilities.....................................     2,559,968
                                                                  ------------

Capital stock:
  Preferred stock-$.001 par; authorized 2,000,000
       shares, no shares issued and outstanding
  Common stock - $.005 par; authorized 50,000,000 shares;
     issued and outstanding 8,506,722 shares....................        71,326
  Additional paid in capital....................................    40,033,984
  Accumulated deficit...........................................   (23,184,364)
  Subscriptions receivable......................................    (9,213,490)
                                                                  ------------
          Total stockholders' equity............................     7,707,456
                                                                  ------------

          Total liabilities and stockholders' equity............  $ 10,267,424
                                                                  ============
 
   The accompanying notes are an integral part of the financial statements.
 
<PAGE>
 
                       COLLEGE TELEVISION NETWORK, INC.
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                           Three Months Ended                      Nine Months Ended
                                                              September 30                            September 30
                                                      -----------------------------           ----------------------------
                                                         1998              1997                  1998             1997
                                                      -----------       -----------           -----------      -----------
<S>                                                   <C>               <C>                   <C>              <C>
Revenue.............................................  $ 2,175,447       $   517,167           $ 5,850,415      $ 1,911,425
                                                      -----------       -----------           -----------      -----------
Expenses
  Operating.........................................    1,339,164           944,533             2,971,263        1,513,807
  Selling, general and administrative...............    2,450,322         1,540,544             7,758,844        3,069,613
  Depreciation and amortization.....................      736,506           236,720             1,743,768          625,442
                                                      -----------       -----------           -----------      -----------
                                                        4,525,992         2,721,797            12,473,875        5,208,862
                                                      -----------       -----------           -----------      -----------
Other Income
  Interest, net.....................................       38,784           188,388               295,822          350,817
                                                      -----------       -----------           -----------      -----------

Net loss............................................  $(2,311,761)      $(2,016,242)          $(6,327,638)     $(2,946,620)
                                                      ===========       ===========           ===========      ===========
Basic and diluted loss per share (1997 share
 information restated for one-for-five stock split
 occurring on November 12, 1997)....................        (0.28)            (0.31)                (0.79)           (0.68)

Weighted average number of common shares
 outstanding........................................    8,127,532         6,416,752             8,052,613        4,306,862
</TABLE>
 
The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                       COLLEGE TELEVISION NETWORK, INC.
                           STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE> 
<CAPTION> 
                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                                    1998                   1997
                                                                                -----------            ----------- 
<S>                                                                             <C>                    <C> 
Cash flows from operating activities:
   Net loss...................................................................  $(6,327,638)           $(2,946,620)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization..........................................    1,743,768                625,442
       Fixed asset impairment loss............................................      122,207                     --
       Changes in operating assets and liabilities, net of acquisition
            Increase decrease in accounts receivable..........................     (687,525)                92,545
            Increase in prepaid expenses......................................     (237,267)               (41,849)
            Increase in other assets..........................................     (267,604)               (16,179)
            Increase in accounts payable......................................      101,899                207,079
            Increase in accrued expenses......................................      795,041                 72,112
            Decrease in deferred revenue......................................     (236,252)                     -
                                                                                -----------            -----------
              Net cash used in operating activities...........................   (4,993,371)            (2,007,470)
                                                                                -----------            -----------
Cash flows from investing activities:
   Purchases of property and equipment........................................   (4,368,619)              (494,184)
   Cash paid for acquisitions, net of cash received...........................     (123,090)                     -
                                                                                -----------            -----------
             Net cash used in investing activities............................   (4,491,709)              (494,184)
                                                                                -----------            -----------
Cash flows from financing activities:
   Payments under capital lease obligation....................................     (103,674)                     -
   Payments on notes payable..................................................      (57,000)
   Redemption of preferred stock..............................................       (5,809)                     -
   Net proceeds from issuance of common stock.................................      610,207             15,400,672
                                                                                -----------            -----------
            Net cash provided by financing activities.........................      443,724             15,400,672
                                                                                -----------            -----------
 
Net (decrease) increase in cash and cash equivalents..........................   (9,041,356)            12,899,018
 
Cash and cash equivalents, beginning of period................................   11,438,289                734,353
                                                                                -----------            -----------
 
Cash and cash equivalents, end of period......................................  $ 2,396,933            $13,633,371    
                                                                                ===========            ===========
Supplemental disclosure:
  Non-cash financing activities:
    Additions to capital lease obligation                                               -0-                242,157
</TABLE> 
 
        The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                       COLLEGE TELEVISION NETWORK, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

     The accompanying unaudited consolidated 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 October 31,
1997 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, 1998 and
the results of operations and of cash flows for the nine months ended September
30, 1998 and 1997.

     The results of operations for the three and nine-month periods ended
September 30, 1998 and 1997 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
----------------------

     College Television Network, Inc., (the "Company"), is a broadcasting
company which owns and operates the College Television Network ("CTN"), a
proprietary commercial television network operating on college and university
campuses, through single-channel television systems placed primarily in campus
dining facilities and student unions.  Substantially all of the Company's
revenue is derived from advertising displayed on CTN.  At September 30, 1998 and
1997, CTN was installed or contracted for installation at approximately 553 and
256 locations, respectively, at various colleges and universities throughout the
United States.   The Company also owns and publishes "Link Magazine", a
publication having an approximate circulation of one million students.  Link
Magazine is distributed to more than five hundred campuses nationwide.

     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 from September through May
and substantially less revenue during the summer months when colleges and
universities do not hold regular classes.

NOTE (B) - ACQUISITION
----------------------

     On January 12, 1998, the Company acquired Link Magazine ("Link"), a New
York-City based publication to college students, from Creative Media
Generations, Inc., a New Jersey corporation ("Creative Media").  Founded in
1993, Link Magazine is a free publication sent to approximately 1,000,000
college students at more than 500 colleges and universities nationwide.  The
magazine generates revenues through advertising sales.  The Company acquired
substantially all of the assets of Link in exchange for the assumption of
certain liabilities in the approximate amount of $370,000.  The acquisition has
been accounted for under the purchase method of accounting.  Goodwill in the
approximate amount of $345,000 relating to this transaction will be amortized
over 15 years on a straight line basis.  The Company entered into two employment
agreements and a consulting agreement with certain officers of Creative Media.
Link's results of operations are not considered material to the 
<PAGE>
 
Company's financial statements. The results of operations of Link are included
in the Company's Statement of Operations from the acquisition date through
September 30, 1998.

     On July 1, 1998, the Company acquired Sadler & Streib Advertising LLC
("S&S"), an Atlanta based advertising agency that was founded in January 1997.
S&S is in the primary business of placing media buys and providing creative
services for their clients.  The Company acquired substantially all of the
assets and assumed all of the liabilities of S&S for $240,000.  The acquisition
has been accounted for under the purchase method of accounting.  Goodwill of
approximately $130,000 was recognized as the excess of total purchase price over
net assets acquired in the transaction and is being amortized on a straight line
basis over fifteen years. One of the former partners of S&S is the spouse of the
Chief Executive Officer and Chairman of the Board of the Company.  The operating
results of S&S are not considered material to the Company's financial
statements.  The results of operations of S&S are included in the Company's
statement of operations from the acquisition date through September 30, 1998.

NOTE (C) - CONVERSION OF DELIVERY PLATFORM
------------------------------------------

     During the second quarter, the Company finalized a plan to convert the
current delivery platform of CTN from the send and store method to the Direct
Video Broadcast (DVB) method. The Company believes that the new system is
similar to the delivery systems used by other networks, such as the CNN Airport
Network, and will improve the quality of programming, quality of signal and
reliability of the system.

     As a result of the change in delivery technology, certain of the Company's
previous delivery system components have been rendered obsolete or impaired in
value.  Accordingly, the Company  reported an impairment charge of approximately
$122,000 in the second quarter.  Certain other previous system components which
were required to operate the network through August 17, 1998, are not required
to operate the new delivery system.  Accordingly, during the second quarter, the
Company reevaluated the useful lives of those components to more accurately
match future revenue with operational expenses associated with those depreciable
assets.  The change in useful lives of these assets resulted in additional
depreciation of approximately $550,000 and $1,010,000 for the three and nine-
month periods ended September 30, 1998.  These assets have been  fully
depreciated effective as the launch of the new delivery platform which occurred
on August 17, 1998.

NOTE (D) - COMMITMENTS AND CONTINGENCIES
----------------------------------------

     The Company executed an Equipment Rental Agreement with Hughes Network
Systems on November 6, 1996.  The agreement called for the installation of 200
systems for receiving satellite transmissions over a three-year period.  The
Company terminated the agreement with Hughes in May 1998 with the conversion to
a new real-time, digital satellite distribution system.  The Company negotiated
a termination fee of $190,000 in full settlement with Hughes Network Systems.
This amount has been accrued in the September 30, 1998 balance sheet and was
paid in full in October 1998.

     The Company is currently utilizing Crawford and Viatech International, Inc.
to complete the installation of new systems in the Company's existing locations,
remove certain equipment and install new equipment in order to allow the
equipment to meet the requirements of the new broadcast platform.  The Company
also entered into an Agreement with Crawford dated July 15, 1998 for a five-year
term.  In accordance with this contract, Crawford is responsible for the
transmission via satellite of CTN's daily programming, including encoding
signals, testing, maintaining CTN's programming 
<PAGE>
 
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 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.

     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 nine
months ended September 30, 1998.  As of September 30, 1998, the Company has paid
approximately $170,000 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 supersedes the prior programming
agreement entered into on November 5, 1996.

     In connection with the delivery platform conversion, 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 contract terminates on July 31, 2003.  The Company has protected status on
this satellite, which provides that in the event of a satellite failure or
performance problem, the Company's programming will preempt transmissions of
other users on this satellite or on another satellite.

     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 have been consolidated
in this new office space, effective October 1, 1998.  The lease term is for ten
(10) years and the initial annual rent is $249,900, subject to annual increases
based upon certain economic factors.  The landlord is required to pay for
certain tenant improvements in accordance with the lease.

NOTE (E) - STOCK RIGHTS OFFERING
--------------------------------
 
     The Company distributed to holders of record as of the close of business on
July 17, 1998 (the "Record Date"), of its common stock, $.005 par value per
share (the "Common Stock"), one non-transferable right for each 1.2825 shares of
Common Stock held on the Record Date.  Each right entitled the holder to
subscribe for and purchase one share of Common Stock for a price of $1.60 per
share (the "Rights"), for a total of 6,250,000 shares offered pursuant to the
exercise of Rights (the "Rights Offering").  The Rights Offering subscription
period expired on September 10, 1998.  Pursuant to a Standby Stock Purchase
Agreement with U-C Holdings, L.L.C. ("U-C Holdings"), the holder of a majority
of the Common Stock, U-C Holdings purchased in the Rights Offering all of the
4,536,593 shares of Common Stock issuable to it upon exercise of the Rights
distributed to U-C Holdings and all of the 1,221,838 shares of Common Stock
offered in the Rights Offering which were not purchased by other holders of
Rights.  Holders of the Rights other than U-C Holdings subscribed for and
purchased 491,569 shares of Common Stock in the offering.  The Rights Offering
closed on October 5, 1998 and provided the Company with proceeds of
approximately $10,000,000 which it will use for general corporate purposes.  The
Company issued a warrant to U-C Holdings, in consideration for its purchase
commitment and standby commitment under the Standby Stock Purchase Agreement, to
purchase an additional 152,000 shares of Common Stock at $1.60 per share at any 
time during a seven-year period from the date of issuance of the warrant.
<PAGE>
 
NOTE (F) - BASIC AND DILUTED LOSS PER SHARE
-------------------------------------------

     The Company computes loss per common share in accordance with Statement of
Financial Accounting Standards No. 128  "Earnings Per Share".  Basic loss per
share is computed by dividing net income by weighted average common shares
outstanding for the period.  Diluted loss per share is computed by dividing net
income by weighted average common shares and dilutive equivalent shares
outstanding for the period.
<PAGE>
 
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion and analysis should be read in conjunction with
the Company's financial statements appearing elsewhere in this report.
Information contained or incorporated by reference in this report contains
"forward looking statements" which can be identified by the use of forward-
looking terminology such as "believes," "expects," "may," "will," "should" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy.  No assurance can be given that the
future results covered by the forward-looking statements will be achieved.

RESULTS OF OPERATION

     The Company is a broadcasting company which owns and operates the College
Television Network ("CTN"), a proprietary commercial television network
operating on college and university campuses, through single-channel television
systems (collectively, the "Systems" and individually, a "System") placed
primarily in campus dining facilities and student unions.  Substantially all of
the Company's revenue is derived from advertising displayed on CTN.  At
September  30, 1998, CTN was installed or contracted for installation at
approximately 553 locations at various colleges and universities throughout the
United States.  The Company believes CTN currently reaches a viewership of
approximately 1,000,000 daily impressions.

     The Company also owns and publishes "Link Magazine", a publication having
an approximate circulation of one million students.  Link Magazine is
distributed to more than five hundred campuses nationwide.

     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.

     The following table sets forth certain financial data derived from the
Company's statement of operations for the three and nine months ended September
30, 1998 and September 30, 1997:

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                         -----------------------------------------------
                                            Sept 30, 1998              Sept 30, 1997
                                         -------------------        --------------------
                                                      % of                        % of
                                             $       Revenue             $       Revenue
                                         -------------------        --------------------
<S>                                      <C>            <C>         <C>             <C>
Revenue...............................   2,175,447      100%           517,167      100%

Operating expenses....................   1,339,164       62            944,533      183

Selling, general and administrative...   2,450,322      113          1,540,544      298

Depreciation and amortization.........     736,506       34            236,720       46

Interest income.......................      38,784        2            188,388       36

Net loss..............................   2,311,761      106          2,016,242      390
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                         -----------------------------------------------
                                            Sept 30, 1998              Sept 30, 1997
                                         -------------------        --------------------
                                                      % of                        % of
                                             $       Revenue             $       Revenue
                                         -------------------        --------------------
<S>                                      <C>           <C>          <C>             <C>
Revenue...............................   5,850,415     100%          1,911,425      100%

Operating expenses....................   2,971,263      51           1,513,807        79

Selling, general and administrative...   7,758,844     133           3,069,613       161

Depreciation and amortization.........   1,743,768      30             625,442        33

Interest income.......................     295,822       5             350,817        18

Net loss..............................   6,327,638     108           2,946,620       154

</TABLE>

     Revenue increased to $2,175,447 and $5,850,415 for the three and nine-month
periods ended September 30, 1998, respectively, versus $517,167 and $1,911,425
for the comparable periods in the prior year.  Increased advertising sales to
existing customers combined with sales to new customers and the addition of
"Link Magazine" revenue was the primary source of this increase.  The Company
anticipates continued sales growth throughout the fiscal year ending December
31, 1998 by continuing to expand its advertiser base and by increasing the rates
charged for its advertising spots to reflect the 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 time from the Company, or that future significant advertising
revenue will ever be generated.  A failure to significantly increase advertising
revenue could have a material adverse impact on the operations of the Company.

     Operating expenses increased to $1,339,164 and $2,971,263 for the three and
nine-month periods ended September 30, 1998, respectively, as compared to
$944,533 and $1,513,807 for the comparable periods in the prior year.  The
increase over the comparable prior year period is primarily attributable to
increased programming costs for improved programming for CTN.  Furthermore, the
Company continues to incur expenses in 1998 directly related to the commencement
of satellite transmission of the network.  In addition, the 1998 operating
expenses include amounts associated with publishing "Link Magazine" which was
purchased on January 1, 1998.

     Selling, general and administrative expenses increased to $2,450,322 and
$7,758,844 for the three and nine-month periods ended September 30, 1998,
respectively versus $1,540,544 and $3,069,613 for the comparable periods in the
prior year.  A significant portion of this increase is directly attributable to
severance obligations for a Senior Executive of the Company.  (See Note D for
additional information).  Other reasons for this increase are attributable to
the Company's efforts to increase market awareness for the network.  This is
being achieved by expanding the Company's management team, advertising and
affiliate sales forces, opening additional regional sales offices, and
instituting a more aggressive advertising and marketing campaign for CTN.  In
addition, the 1998 selling, general and administrative expenses reflect various
costs associated with "Link Magazine", coupled with post-acquisition expenses
relating to the Sadler & Streib Advertising Agency (see note B).
<PAGE>
 
     Depreciation and amortization expense totaled $736,506 and $1,743,768 for
the three and nine month periods ended September 30, 1998, respectively, as
compared to $236,720 and $625,442 for the comparable prior year periods.  The
increases in 1998 are primarily attributable to the acceleration of depreciation
taken on the previous delivery system, coupled with increased depreciation on
office equipment and the current year fixed asset additions.  (See Note C).

     Interest income amounted to $38,784 and $295,822 for the three and
nine-month periods ended September 30, 1998, respectively, versus $188,388 and
$350,817 for the comparable periods in the prior year.   The income figures are
reflective of higher interest rates and greater average cash balances directly
related to the April 1997 purchase of a majority of the Company's common stock
by U-C Holdings, L.L.C.   The decrease in the current quarter is attributable to
the Company's cash expenditures directly related to the equipment required for
the new direct broadcast satellite delivery system.

     The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1998.  The
net loss amounted to $2,311,761 and $6,327,638 for the three and nine-month
periods ended September 30, 1998, respectively, versus $2,016,242 and $2,946,620
for the comparable periods in the prior year.  Approximately fourteen percent of
the net loss for the nine-month period is directly attributable to the severance
obligation discussed in Note D.  The increase in the 1998 net loss for the three
and nine-month period is reflective of the Company's continued efforts to expand
the advertising and affiliate bases.  The Company has incurred significant costs
on programming, System installation, maintenance and overhead expenses as the
number of employees has increased.  Management of the Company believes this
expansion is necessary in order to grow the advertising and affiliate levels to
a point where the Company will achieve profitability.

FINANCIAL CONDITION AND LIQUIDITY

     At September 30, 1998, the Company has working capital of $2,868,914.  At
such date, the Company's cash and cash equivalents totaled $2,396,933.

     Cash used in operations increased to $4,993,371 during the nine months
ended September 30, 1998 from $2,007,470 for the comparable period in the prior
year.  The impact of increased sales during the nine month period ended
September 30, 1998 was more than offset by additional expenditures related to
programming and personnel in connection with the Company's effort to expand its
network and advertiser base.  A portion of this increase was also attributable
to the timing of collections of accounts receivable and payments of accounts
payable.

     Purchases of property and equipment increased to $4,368,619 during the nine
months ended September 30, 1998 from $494,184 for the comparable period in the
prior year due to the purchase of additional network systems, equipment
associated with the commencement of the DVB broadcast platform, coupled with the
purchase of furniture and equipment needed for the addition of new regional
offices and additional employees hired during the fiscal year.  Through
September 30, 1998, the Company has spent approximately $3,300,000 on DVB
Delivery System costs.  As the Company's affiliate base continues to grow,
additional capital expenditures  will be required.

     The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue through Fiscal 1998.
In order to reach the stage where the 
<PAGE>
 
Company is profitable, it is expected that additional expenditures will be
required to increase the affiliate base and to market the network properly to
attract more advertisers.

     The Company distributed to holders of record as of the close of business on
July 17, 1998 (The "Record Date"), of its common stock, $.005 par value per
share (The "Common Stock"), one non-transferable right for each 1.2825 shares of
common stock held on the Record Date.  Each right entitled the holder to
subscribe for and purchase one share of Common Stock for a price of $1.60 per
share pursuant to a prospectus dated July 28, 1998 (the "Rights Offering").  The
Rights Offering, which was completed on October 5, 1998, provided the Company
with approximately $10,000,000 of additional working capital.  The proceeds of
the Rights Offering will be used by the Company for general corporate purposes.

     Although the Company has not yet achieved profitability, as a result of the
Rights Offering discussed above, the Company believes it has sufficient working
capital available to continue operating as a going concern through the end of
Fiscal 1998.

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, over the
next two years, 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 (as described in the preceding Notes to
Financial Statements under Note (D)  Commitments and Contingencies).  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.
<PAGE>
 
PART II

                               OTHER INFORMATION

Item 1.    Legal Proceedings.
                None.

Item 2.    Changes in Securities.
                None.

Item 3.    Defaults Upon Senior Securities.
                None.

Item 4.    Submission of Matters to a Vote of Security-Holders.
                None.
 
Item 5.    Other Information.
                None.

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

                Exhibit 10.1  Agreement between Crawford Communications Inc. and
                Registrant dated July 15, 1998.

                Exhibit 27.  Financial Data Schedule.

           (b)  Reports on Form 8-K
                        None.
<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 12, 1998                /s/ Jason Elkin
                                       ---------------
                                       Jason Elkin
                                       Chief Executive Officer and
                                       Chairman of the Board
                                       (Principal Executive Officer)



Date: November 12, 1998                /s/ Patrick Doran
                                       -----------------
                                       Patrick Doran                         
                                       Chief Financial Officer, Secretary and
                                        Treasurer (Principal Accounting      
                                        and Financial Officer)