SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q

(Mark One)

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended March 31, 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 000-19577

                             HARMONY HOLDINGS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           DELAWARE                                          95-4333330
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)


                              5501 EXCELSIOR BLVD.
                              MINNEAPOLIS, MN 55416
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (612) 925-8840
              (Registrant's Telephone Number, Including Area Code)

                       724 1ST STREET NORTH - FOURTH FLOOR
                              MINNEAPOLIS, MN 55401
                                (former address)

         Indicate by check mark whether the Registrant (1) has filed all Reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such Reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           YES __X__           NO _____


         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.

                    Class                       Outstanding at May 7, 1999
           -----------------------              --------------------------
           COMMON STOCK, PAR VALUE                  7,506,660 SHARES
               $.01 PER SHARE


                                       1
<PAGE>


INDEX

HARMONY HOLDINGS, INC.

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets - March 31, 1999 and June 30, 1998.

         Consolidated Statements of Operations -- Three and nine months ended
         March 31, 1999 and 1998.

         Consolidated Statements of Cash Flows -- Nine months ended December 31,
         1999 and 1998.

         Notes to consolidated financial statements -- March 31, 1999.


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



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
Item 2.  Changes in Securities and Use of Proceeds
Item 3.  Defaults upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

EXHIBIT INDEX


                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


HARMONY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                            MARCH 31,        JUNE 30,
                                                                             1999              1998
                                                               ----------------------------------------
<S>                                                                       <C>              <C>
                                     ASSETS

Current assets:
       Cash and cash equivalents                                          $    723,873     $  3,834,023
       Accounts receivable                                                   5,584,663        6,604,186
           Allowance for doubtful accounts                                    (109,206)         (43,717)
       Unbilled accounts receivable                                            972,001          327,475
       Other current assets                                                  1,240,425        1,051,296
       Notes Receivable                                                          4,400          235,155
                                                                ---------------------------------------
                Total Current Assets                                         8,416,156       12,008,418

       Property and equipment, net                                           2,443,910        2,123,412
       Goodwill, net                                                           171,875        2,545,885
       Other assets                                                            754,296          249,400
                                                                ---------------------------------------
                Total Assets                                              $ 11,786,237     $ 16,927,115
                                                                =======================================

                        LIABILITY & SHAREHOLDERS' EQUITY

Current liabilities:
       Accounts payable                                                   $  4,339,430     $  3,199,760
       Accrued liabilities                                                     938,835        4,406,014
       Accrued restructuring costs                                             658,754             --
       Line of credit                                                        2,192,135        2,750,000
       Note payable - CBC                                                    3,050,000             --
       Deferred income                                                       1,442,785        2,342,133
                                                                ---------------------------------------
                Total Current Liabilities                                   12,621,939       12,697,907

                Total Liabilities                                           12,621,939       12,697,907
                                                                ---------------------------------------

Minority interest                                                              792,150          465,750

Shareholders' equity:
       Common stock, $.01 par value:
           Authorized shares- 20,000,000
           Issued & outstanding shares- 7,506,660
              March 31, 1999 and 7,237,429 June 30, 1998                        75,068           72,375
           Additional paid-in capital                                       15,682,245       15,334,937
           Accumulated deficit                                             (17,385,164)     (11,643,854)
                                                                ---------------------------------------
                Total Shareholders' Equity                                  (1,627,852)       3,763,458
                                                                ---------------------------------------

                Total Liabilities & Shareholders' Equity                  $ 11,786,236     $ 16,927,115
                                                                =======================================
</TABLE>


                                       3
<PAGE>


HARMONY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED                         NINE MONTHS ENDED
                                                                   MARCH 31,                                MARCH 31,
                                                      -----------------------------------      ----------------------------------
                                                          1999                    1998            1999                  1998
                                                      -----------------------------------      ----------------------------------
<S>                                                   <C>                     <C>              <C>                   <C>
Revenues:
      Contract revenues                               $16,256,776             $14,756,151      $47,641,060           $37,476,387
      Cost of production                               13,575,140              11,861,075       40,403,894            30,115,565
                                                      ------------------------------------     ----------------------------------
            Gross profit                                2,681,636               2,895,076        7,237,166             7,360,822

Operating expenses:
      Selling                                             765,740                 545,586        2,399,789             1,745,037
      General and administrative                        1,540,474               2,473,250        4,761,513             5,779,168
                                                      ------------------------------------     ----------------------------------
Income (loss) from productions                            375,422                (123,760)          75,864              (163,383)

      Subsidiary stock option compensation                108,800                       -          326,400                     -
      Corporate                                           430,262                 697,796        1,057,813             1,581,264
      Depreciation & amortization                         150,155                 175,806          624,491               525,877
      Restructuring costs and impairment of assets              -                       -        3,532,495                     -
                                                      ------------------------------------     ----------------------------------
Income (loss) from operations                            (313,796)               (997,362)      (5,465,336)           (2,270,524)

Interest income                                            16,818                  32,545           46,743                62,032
Interest expense                                          (95,907)                (28,079)        (313,117)              (40,316)
                                                      ------------------------------------     ----------------------------------
Net income (loss) before income taxes                    (392,885)               (992,896)      (5,731,710)           (2,248,808)

Income taxes                                                    -                       -            9,601                23,142
                                                      ---------------------------------------------------------------------------
Net income (loss)                                       $(392,885)              $(992,896)     $(5,741,311)          $(2,271,950)
                                                      ====================================     ==================================

Net income (loss) per share                               $ (0.05)                $ (0.15)         $ (0.78)              $ (0.35)
                                                      ====================================     ==================================

Weighted average number of shares outstanding           7,506,660               6,487,429        7,376,957             6,494,219
                                                      ====================================     ==================================
</TABLE>


                                       4
<PAGE>


HARMONY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                           NINE MONTHS ENDED
                                                                                MARCH 31,
                                                                  -------------------------------------
                                                                             1999              1998
                                                                  -------------------------------------
<S>                                                                        <C>             <C>
OPERATING ACTIVITIES:
      Net loss                                                            $ (5,741,311)    $ (2,271,950)
      Adjustments to reconcile net loss to net cash
         used in operating activities:
           Depreciation & amortization                                         624,491          525,877
           Impairment of assets                                              2,215,175             --
           Issuance of non-cash compensation expense                           326,400           75,000
           Decrease (increase) in:
                 Accounts receivable                                         1,085,012         (387,125)
                 Unbilled accounts receivable                                 (644,526)         413,019
                 Other assets                                                 (189,129)         671,821
           Increase (decrease) in:
                 Accounts payable                                            1,139,670          144,229
                 Accrued liabilities                                        (3,467,179)      (2,216,413)
                 Deferred income                                              (899,348)        (605,786)
                 Accrued restructuring costs                                   658,754             --
                                                                 --------------------------------------
                      Net cash used in operating activities:                (4,891,989)      (3,651,328)

INVESTING ACTIVITIES:
      Capital expenditures                                                  (1,291,050)        (382,686)
      Notes receivable                                                         230,755         (650,000)
                                                                 --------------------------------------
                      Net cash used in investing activities                 (1,060,295)      (1,032,686)
                                                                 --------------------------------------

FINANCING ACTIVITIES:
      Line of credit                                                          (557,865)       2,750,000
      Bank Overdraft                                                              --            134,140
      Debt proceeds                                                          3,050,000             --
      Proceeds from issuance (repurchase) of common stock                      350,000         (554,750)
                                                                 --------------------------------------
                      Net cash provided by/(used in) financing
                         activities                                          2,842,135        2,329,390
                                                                 --------------------------------------

Increase (decrease) in cash and cash equivalents                            (3,110,150)      (2,354,624)
Cash and cash equivalents at beginning of period                             3,834,023        2,354,624
                                                                 --------------------------------------

Cash and cash equivalents at end of period                                $    723,873     $       --
                                                                 ======================================
</TABLE>


                                       5
<PAGE>


Harmony Holdings, Inc. Notes to Consolidated Financial Statements (unaudited)
March 31, 1999

Note 1--Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals with the exception of the adjustments
discussed in Note 2) considered necessary for a fair presentation have been
included. Operating results for the nine-month period ended March 31, 1999 are
not necessarily indicative of the results that may be expected for the year
ended June 30, 1999. For further information, refer to the consolidated
financial statements and footnote thereto included in the Company's Form 10-K
for the year ended June 30, 1998.

Note 2--Significant Transactions During Fiscal Year Ending June 30, 1999

The following significant transactions occurred during the first nine months of
the fiscal year ending June 30, 1999 and are considered not-recurring:

A.       In July 1998, Children's Broadcasting Corporation ("CBC") purchased
         250,000 shares of the Company's common stock on the open market. The
         purchase of these shares resulted in an increase in CBC's ownership of
         the Company to approximately 44.1%.

B.       In July 1998, the Company replaced its then existing bank line of
         credit with an asset-based loan and security agreement with Heller
         Financial, Inc. ("Heller"). This loan and security agreement provides
         for borrowings under a revolving line of credit with maximum
         availability of $5,000,000 based on acceptable accounts receivable,
         which line of credit bears interest at a variable rate (9.25% at March
         31, 1999). The loan and security agreement requires the Company to
         comply with certain restrictive covenants and is guaranteed by CBC.

C.       In November 1998, CBC made an equity investment in the Company of
         $350,000 by purchasing 269,231 shares of the Company's common stock for
         a price of $1.30 per share. CBC's also purchased an additional 225,000
         shares of the Company's common stock from individual shareholders.
         Through these transactions, CBC's ownership in the Company increased to
         approximately 49.1%.

D.       In November 1998, the Company announced and began the process of
         discontinuing operations of its Harmony Pictures division of companies.
         This division consists of Harmony Pictures, Inc., Melody Films, Inc.,
         Lexington Films, Inc., and Pure Films, Inc. During the June 30, 1998
         fiscal year, this division recorded revenues of $10,867,000 and
         operating losses of $1,625,000. Results of operations for the division


                                       6
<PAGE>


         prior to discontinuance in the second quarter of fiscal year 1999 were:

                           Six Months Ended
                           12/31/98      12/31/97
                           ----------------------

         Revenues          $1,855,000    $5,801,000

         Operating Loss    $(812,000)    $(592,000)

         In connection with discontinuing the division's operations, management
         has estimated and accrued restructuring costs totaling $888,000. In
         addition to this accrual, the Company had incurred and paid costs
         totaling $429,000 prior to recording this accrual in December 1998.
         These costs were accrued when the discontinuance decisions were
         announced and the restructure costs could be reasonably estimated.
         These costs include severance payments, contract buyouts, lease
         obligations, non-refundable prepayments, and general office shut-down
         logistics. At March 31, 1999, $659,000 of these accrued expenses
         remained on the balance sheet. The Company believes all obligations
         will have been met by the close of the fiscal year ending June 30,
         1999. Upon reaching the decision to discontinue the division's
         operations, management determined that the goodwill associated with the
         divisions was fully impaired. Accordingly, an impairment charge
         equaling the net book value of the goodwill, $2,215,000, was recognized
         in the quarter ended December 31, 1998.

E.       In November and December 1998, CBC advanced the Company working capital
         of $75,000, $500,000, $200,000, and $100,000 in four separate
         transactions. These advances are evidenced by four promissory notes,
         each due within 30 days after demand and each bearing interest at a
         rate of 10% per annum. Of these advances, $200,000 plus related
         interest was repaid to CBC. In February 1999, pursuant to board
         consents of the related-party transaction committee of the Company, all
         outstanding promissory notes due from the Company to CBC now bear
         interest rates of 14% per annum. Additionally, all future notes between
         the Company and CBC would also bear a 14% interest rate. The Company
         believes that the 14% interest rate is more representative of the
         interest rates that would be charged to the Company by other junior and
         unsecured lenders from which the Company may seek financing.

F.       In January 1999, CBC advanced the Company working capital of $75,000,
         $1,100,000 and $900,000 in three separate transactions. These advances
         are evidenced by three promissory notes, each due within 30 days after
         demand and each bearing interest at a rate of 14% per annum.

G.       In February 1999, the Company filed a report on Form 8-K with the
         Securities and Exchange Commission announcing that effective as of
         close of business on February 9, 1999, the Company's shares of common
         stock were removed from the Nasdaq SmallCap Market and are now being
         traded on the OTC Bulletin Board which is run and operated by Nasdaq.
         This action was a result of the Company falling below the net tangible
         asset


                                        7
<PAGE>


         threshold required to remain listed on the Nasdaq SmallCap Market.

H.       In February 1999, CBC advanced the Company working capital of $300,000
         as evidenced by promissory notes due within 30 days after demand and
         bearing interest at a rate of 14% per annum.

I.       In April 1999, CBC purchased 225,000 shares of the Company's common
         stock on the open market. This purchase of stock increases CBC's
         ownership of the Company to 52.1%. As a further commitment to its
         investment, CBC's board of directors extended its commitment to invest
         such funds in the Company as may be necessary to meet its working
         capital requirements through December 31, 1999.

Note 3--Reclassifications

Certain amounts in the 1998 financial statements have been reclassified to
conform with 1999 presentation. These reclassifications have no effect on the
accumulated deficit or the net loss previously reported.

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

         Statements in this report that are forward-looking are based on current
expectations, and actual results may differ materially. Forward-looking
statements involve numerous risks and uncertainties that could cause actual
results to differ materially, including, but not limited to, the possibilities
that the demand for the Company's services may decline as a result of possible
changes in general and industry specific economic conditions and the effects of
competitive pricing and such other risks and uncertainties as are described in
this report on Form 10-Q and other documents previously filed or hereafter filed
by the Company from time to time with the Securities and Exchange Commission.

Overview

         During the periods reported herein, the Company operated through four
major groups, or divisions. Each division consists of one of the Company's
subsidiaries, which subsidiary in turn may operate one or more of its own
subsidiaries. The four principal subsidiaries that represent the major operating
divisions are The End, Inc. ("The End"), The End (London),LTD. ("The End
(London)"), Curious Pictures Corporation ("Curious Pictures"), and Harmony
Pictures, Inc. ("Harmony Pictures"). The End (London) was formed in 1997 and, as
a start-up company, did not contribute significantly to the Company's overall
operations during the nine months ended March 31, 1998 to the extent it has as a
fully operational division during the nine months ended March 31, 1999.

         During the second quarter of fiscal year 1999, the Company discontinued
the operations of Harmony Pictures. The three remaining principal subsidiaries
continue to be fully operational.

Results of Operations:


                                       8
<PAGE>


         Three and Nine months Ended March 31, 1999 Compared to Three and Nine
Months Ended March 31, 1998:

         The Company's total revenues increased $1,501,000 or 10% from
$14,756,000 in the third quarter of fiscal year 1998 to $16,257,000 in the third
quarter of fiscal year 1999. Revenues during the first nine months of the
current year increased 27% from $37,476,000 through March 31, 1998 to
$47,641,000 through March 31, 1999. This increase in revenue represents revenue
increases of $7.5 million by The End (London), $5.6 million by Curious Pictures,
and $3.8 million by The End. These increases are due primarily to the improved
resources with which the subsidiaries are able to attract and retain directors.
The increase in revenues at the three remaining operating divisions more than
offsets the decrease in revenues due to the discontinuance of Harmony Pictures.
Revenue at Harmony Pictures decreased $6.6 million during the first nine months
of the current year. As mentioned above, the Company discontinued the operations
of Harmony Pictures during the second quarter of fiscal year 1999.

         Cost of production is directly related to revenues and includes all
direct costs incurred in connection with the production of television
commercials including film, crews, location fees and commercial directors' fees.
Cost of production as a percentage of revenues increased from approximately 80%
to 84% during the third quarter of fiscal year 1999 compared to the same period
of fiscal year 1998, and increased from 80% to 85% during the first nine months
of the current fiscal year compared to the first nine months of fiscal year
1998. This increase is due to bids submitted by the Company at lower margins
than the previous year in an attempt to increase operating revenues and to gain
work for newly signed directors. The Company believes the cost of production
will decrease to previous levels as these new directors become more established.
As a result of the increase in the cost of production, gross margins as a
percentage of revenues decreased from 20% for the quarter ended March 31, 1998
to 16% in the quarter ended March 31, 1999, and decreased from 20% for the nine
months ended March 31, 1998 to 15% for the same period ending March 31, 1999.

         Selling expenses consist of sales commissions, advertising and
promotional expenses, travel and other expenses incurred in the securing of
television commercial contracts. These expenses increased in conjunction with
the increase in revenues. Selling expenses totaled $766,000 in the third quarter
of fiscal year 1999 compared to $546,000 in the third quarter of fiscal year
1998, an increase of 40%. During the first nine months of fiscal year 1999,
these expenses increased 38% compared to the same period in fiscal year 1998 due
primarily to expenses related to The End (London), which has been fully
operational throughout the current fiscal year but was not fully operational
during the last fiscal year.

         General and administrative expenses consist of overhead costs such as
office rent and expenses, executive, general and administrative payroll, and
related items. General and administrative expenses decreased $1,200,000 in the
third quarter of fiscal year 1999 to $1,971,000 as compared to $3,171,000 for
the third quarter of fiscal year 1998. These expenses decreased 21% during the
first nine months of fiscal year 1999 as compared to the same period in fiscal
year 1998, due in part to the cessation of operations at Harmony Pictures.
During


                                       9
<PAGE>


comparable nine-month periods of fiscal year 1999 and fiscal year 1998, general
and administrative expenses at Harmony Pictures decreased $1.0 million due to
the discontinuation of its operations. While these expenses remained steady at
the remaining three divisions, general and administrative expenses decreased
$0.5 million at the corporate level due to the restructuring of the corporate
offices.

         The $109,000 stock option compensation expense reported during the
quarter ended March 31, 1999 and $326,000 reported for the nine months ended
March 31, 1999 represent a non-cash charge resulting from certain managers of
Curious Pictures earning stock options of Curious Pictures under a December 15,
1996 agreement between the Company and the managers. The cumulative amount of
compensation expense recognized related to this agreement is reflected as a
minority interest in Curious Pictures on the accompanying balance sheet.

         Depreciation and amortization expense decreased in the third quarter of
fiscal year 1999 by 15% and in the first nine months of fiscal year 1999 it
increased by 19% compared to the same periods of fiscal year 1998. Although
there has been an overall increase in depreciable assets over the first nine
months of fiscal 1999, depreciation and amortization expense decreased in the
last quarter due to the disposal of depreciable assets and the impairment of
goodwill resulting from the discontinuance of operations of Harmony Pictures.

         Upon reaching the decision to discontinue the Harmony Pictures
division, management determined that the goodwill associated with the division
was fully impaired. Accordingly, an impairment charge of $2,215,000 was
recognized in the second quarter of fiscal 1999. Other restructuring costs of
$1,317,000 were also recognized in the second quarter on the accompanying income
statement. The restructuring costs relate to the incremental costs of
discontinuing the division and include severance payments, contract buyouts,
lease obligations, non-refundable prepayments, and general office shut down
logistics.

         Interest income decreased during the three and nine months ended March
31, 1999 compared to similar periods ending March 31, 1998. Interest expense for
the third quarter of fiscal year 1999 was $96,000, an increase of $68,000 over
the third quarter of fiscal year 1998. During the first nine months of fiscal
year 1999, interest expense increased $273,000 from $40,000 to $313,000 as a
result of increased borrowings by the Company under the new credit facility the
Company entered into with Heller in July 1998, as well as the interest incurred
as a result of borrowings from CBC.

         No income tax expense was incurred in the third quarter of fiscal year
1999 and income tax expense decreased to $10,000 from $23,000 during the first
nine months of fiscal year 1999 compared to the same period of fiscal year 1998.
The Company's effective income tax rate varied from the statutory federal tax
rate as a result of state taxes and an increase in the valuation allowance
booked against the deferred tax asset. A valuation allowance has been
established for the full amount of the Company's net deferred tax asset, as the
Company cannot determine that it is more likely than not that the deferred tax
assets (primarily net operating loss carryforwards) will be realized.


                                       10
<PAGE>


         The Company as a whole incurred net losses of $393,000 and $5,741,000
for the three and nine-month periods ended March 31, 1999 respectively. The
losses for the nine-month period include the restructuring and asset impairment
costs totaling $3,532,000 related to the discontinued operations of Harmony
Pictures. During the first nine months of fiscal year 1999, the Company would
have generated a net loss of only $1,397,000 if it were not for the activities
of Harmony Pictures.

Liquidity and Capital Resources

         The Company's liquidity, as measured by its working capital, was a
deficit of $4,206,000 at March 31, 1999 compared to a deficit of $689,000 at
June 30, 1998.

         In July 1998, the Company replaced its bank line of credit with an
asset based loan and security agreement with Heller (see Note 2.B of the
financial statements). As part of this agreement, the Company is allowed to
borrow from a revolving line of credit, with a maximum availability of
$5,000,000 or a percentage of acceptable accounts receivable. The interest rate
is variable (9.25% at March 31, 1999). At March 31, 1999, the Company had a
$2,192,000 balance due on the line of credit. The loan and security agreement
requires the Company to comply with certain restrictive covenants. At March 31,
1999, the Company was not in compliance with the covenant, which requires that
the Company maintain a minimum stockholders' equity of $3,000,000. The Company
has received a waiver from Heller regarding this covenant in the past and is
seeking a waiver for the current reporting period.

         As the Company's operations have not been able to support its working
capital needs, CBC, the Company's principal stockholder, has extended its
undertaking to invest such funds in the Company as necessary to meet its working
capital requirements through December 31, 1999. This may involve loans or the
purchase of securities. In November 1998, CBC made an equity investment in the
Company of $350,000 by purchasing 269,231 shares of the Company's common stock
for a price of $1.30 per share. CBC's ownership in the Company is now
approximately 52.1%. Throughout November and December 1998, CBC advanced the
Company an aggregate of $875,000 as evidenced by four promissory notes, each due
within 30 days of demand and each bearing interest at a rate of 14% per annum.
Additionally, in January and February CBC advanced the Company an aggregate of
$2,375,000 as evidenced by 30-day demand promissory notes bearing the same terms
described above.

         In November 1998, management of the Company determined it was in the
best interest of the Company to discontinue the operations of the Harmony
Pictures division. The division consists of Harmony Pictures, Inc., Melody
Films, Inc., Lexington Films, Inc. and Pure Film, Inc. For the year ended June
30, 1998, those entities recorded revenues of $10,867,000 and an operating loss
of $1,625,000. For the six months ended December 31, 1998, those entities
recorded revenues of $1,855,000 and an operating loss of $812,000. An additional
one-time restructuring expense of approximately $1,317,000 related to the
discontinued operations of the division was recorded in quarter ended December
31, 1998. Additionally, management determined that the goodwill associated with
the division was fully impaired. Accordingly, an impairment charge equaling the
net book value of the goodwill, $2,215,000 was recognized in that same quarter.
It is management's belief that the discontinuance of operations at the Harmony
Pictures division will aid the Company in meeting its working capital
requirements in the future.



                                       11
<PAGE>


         Consolidated cash was $724,000 at March 31, 1999 and $3,834,000 at June
30, 1998, a decrease of $3,110,000.

         Cash used in operating activities for the nine months ended March 31,
1999 was $4,892,000. Accounts receivable at March 31, 1999 decreased $1,085,000
from June 30, 1998, and other current assets at March 31, 1999 increased
$834,000 from June 30, 1998. Accounts payable at March 31, 1999 increased
$1,140,000 from June 30, 1998, accrued expenses decreased $3,467,000 from June
30, 1998 to March 31, 1998, deferred income decreased $899,000 and accrued
restructuring cost increased $659,000 during that same period.

         During the nine months ended March 31, 1999, cash used in investing
activities was $1,060,000. This represents cash used for capital expenditures
incurred in the normal course of operations, less the payment of the note
receivable received by the Company from a former officer.

         Cash provided by financing activities during the nine months ended
March 31, 1999 was $2,842,000 which was provided through the cash borrowings
from CBC and the proceeds from the issuance of common stock to CBC, net of the
repayment of $200,000 of the borrowings from CBC.

         During the nine months ended March 31, 1999, the Company incurred a net
loss of $5,741,000 and a cash flow from operations deficit of $4,892,000,
resulting in a working capital deficit of $4,206,000 and an accumulated deficit
totaling $17,385,000 at March 31, 1999. At this time the Company's only firm
external financing resource other than its existing asset based loan and
security agreement, which requires that the Company maintain minimum
stockholders equity of $3,000,000, is the commitment CBC has made to fund the
Company's working capital needs through December 31, 1999. The Company has taken
steps to curtail its level of net operating losses by discontinuing the
operations of the Harmony Pictures division. The write-off and losses of Harmony
Pictures accounted for $3,532,000 of the $5,741,000 net loss during the year. If
the losses are not curtailed, the Company risks losing its line of credit and
will need to rely solely on CBC until other financing options become available.
In order to obtain the proceeds that the Company expects it may need during the
next year, the Company intends to attempt to raise additional debt and/or equity
financing. The Company is currently holding discussions with various possible
financing sources and believes that the requisite financing can be obtained.
However, no assurance can be given that the Company will, in fact, be able to
obtain additional financing or that the terms of such financing will be
favorable to the Company. The Company believes that both the expected benefits
to be derived from the current restructuring of the Company's operations,
including the discontinuation of operation at the Harmony Pictures division, the
expected level of operations during the next year, and the continued support of
CBC may offset some or all of any liquidity shortage that may occur.

Inflation

           Inflation has not had a significant effect on the Company.

Year 2000 Compliance


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<PAGE>


           The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's compute programs that have date-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure of miscalculations causing disruptions or operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar business activities. Management has made an
assessment of its systems and has been advised by its computer consultant that
its systems are Year 2000 compliant. Management also believes that its
television production equipment will not be impacted by the Year 2000 Issue
because the equipment is not date sensitive. Additionally, management believes
it will not be materially impacted by the Year 2000 compliance of third parties
with which it conducts business.

PART II           OTHER INFORMATION
Item 1.           Legal Proceedings.

                  On November 13, 1997, the Directors Guild of America-Producer
                  Pension and Health Plans ("DGA") filed a civil lawsuit against
                  Harmony Pictures, Inc., Melody Films, Inc., and Velocity
                  Films, Inc. seeking to compel an audit and alleging certain
                  monies in excess of $200,000 were owed to it. On March 15,
                  1999, the parties entered into a Settlement Agreement whereby
                  Harmony Pictures, Melody Films, Inc., and Velocity Films, Inc.
                  agreed to pay an aggregate of $100,000, plus interest at a
                  rate of 8% to the DGA in installments in return for a release
                  and settlement of all claims. An order dismissing the civil
                  action was filed on March 24, 1999.

                  On June 30, 1998, a complaint was filed by Rick Bieber against
                  Harmony Holdings, Inc. and Harmony Pictures, Inc. in the
                  Superior Court of California, County of Los Angeles. Mr.
                  Bieber was president of Harmony Pictures, Inc. until his
                  employment was terminated by Harmony Pictures, Inc. effective
                  April 23, 1998.

                  The termination date of the employment agreement was December
                  31, 2000. However, the employment agreement provided that it
                  could be terminated before the termination date by Harmony
                  Pictures, Inc. (i) for cause or (ii) if Harmony Pictures, Inc.
                  was not profitable by the quarter ended June 30, 1998. Harmony
                  Pictures, Inc. incurred losses of $253,000 and $1,997,000 for
                  the quarter (unaudited) and year ending June 30, 1998,
                  respectively.

                  Mr. Bieber alleges that the defendants, by terminating his
                  employment agreement before December 31, 2000, breached his
                  agreement. Mr. Bieber also alleged that defendants slandered
                  and libeled him with reference to the circumstances relating
                  to his termination. The court has dismissed the slander and
                  libel claims and has dismissed all claims against Harmony
                  Holdings, Inc. On his remaining claim contract and labor code
                  claims, Mr. Bieber seeks damages in excess of $680,000, the
                  reinstatement of his 250,000 stock options at the exercise
                  price specified in the employment



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<PAGE>


                  agreement, an unspecified amount of contingent compensation
                  and attorneys' fees and costs of suit. Harmony Pictures, Inc.
                  denies that it has any liability to Mr. Bieber and intends to
                  continue its vigorous defense of the lawsuit.

Item 2.           Changes in Securities.

                  (c) On November 5, 1998, the Company approved the sale of
                  approximately 269,231 shares of common stock to CBC at a price
                  of $1.30 per share which was the average closing price of the
                  Company's common stock over the preceding ten day period. No
                  underwriting commissions or discounts were paid with respect
                  to this issuance. The proceeds were used by the Company for
                  working capital purposes.

                  The above issuance was made in reliance upon the exemption
                  provided in Section 4(2) of the Securities Act of 1933, as
                  amended (the "Act"), which provides an exemption for
                  transactions not involving a public offering. The purchaser of
                  the securities described above acquired it for its own account
                  and not with a view to any distribution thereof to the public.
                  At its issuance, the foregoing securities were restricted as
                  to sale or transfer, unless registered under the Act, and a
                  certificate representing such securities contained a
                  restrictive legend, stating that the securities were not to be
                  offered, sold, or transferred other than pursuant to an
                  effective registration statement under the Act, or an
                  exemption from such registration. In addition, the recipient
                  of such securities received or had access to material
                  information concerning the Company, including but not limited
                  to the Company's reports on Form 10-K, Form 10-Q and Form 8-K,
                  as filed with the Securities and Exchange Commission.

Item 3.           Defaults Upon Senior Securities.

                  Not applicable.

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

                  Not applicable.

Item 5.           Other Information.

                  Not applicable.

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

                  27.1     Financial Data Schedule


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<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on May 14, 1999.

                                            HARMONY HOLDINGS, INC.


                                   BY:   /s/ James G. Gilbertson
                                         ---------------------------------------
                                         James G. Gilbertson
                                   ITS:  Chief Operation Officer and
                                         Chief Financial Officer


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