SECURITIES AND
   EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

FORM 10-Q




|(X)         | QUARTERLY
     REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR QUARTERLY PERIOD ENDING JUNE 30, 1999 | 
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------- | 
|            |                                                                                                                                             | 
|( 
       ) | TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934                                              | 

Commission File Number 000-25667

foreignTV.com, Inc.(Exact name of registrant as
   specified in its charter)



|Delaware                                                            |  | 13-4037641                          
|------------------------------------------------------------------- |  | ------------------------------------
|                                                                    |  |                                     
|(State or other jurisdiction of incorporation or
     organization) |  | (I.R.S. Employer Identification No.)

162 Fifth Avenue, Suite
   1005A, New York, NY 10010

---

(Address of principal executive offices)


(212) 206-1121

---

(Registrant's telephone number, including area code)




NOT APPLICABLE

---

(Former name, former address and former fiscal year, if changed since last report)


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
   filing requirements for the past 90 days.

Yes_X__    
    No___

The number of shares of Common Stock,
   par value $ .01 per share, outstanding as of August 12, 1999 is
   9,978,433 shares.





INDEX TO FORM 10-Q

June 30, 1999



|                              |                                                        |        |  | 
|----------------------------- | ------------------------------------------------------ | ------ |  | 
|PART I. Financial Information |                                                        | Page #
|                              |                                                        |       
|Item 1.                       | Financial Statements (unaudited):                      |       
|                              | Consolidated Balance Sheet                             |       
|                              | June 30, 1999                                          | 3     
|                              |                                                        |       
|                              | Consolidated Statements of Operations                  |       
|                              | Three months ended June 30, 1999                       | 4     
|                              | Six months ended June 30, 1999                         | 5     
|                              |                                                        |       
|                              | Consolidated Statements of Cash Flows                  | 6     
|                              | Six months ended June 30, 1999                         |       
|                              |                                                        |       
|                              | Notes to Consolidated Financial Statements (unaudited) | 7     
|                              |                                                        |       
|PART II. Other Information    |                                                        |       
|                              |                                                        |       
|Item 6.                       | Exhibits and Reports on Form 8-K                       | 13    
|                              | Signatures                                             | 14    



|                                                    |               |                   |   |          | 
|--------------------------------------------------- | ------------- | ----------------- | - | -------- | 
|foreignTV.com, Inc. and subsidiaries               
|(A Development Stage Enterprise)                   
|CONSOLIDATED BALANCE SHEET                         
|                                                   
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|                                                    | June 30, 1999 | December 31, 1998
|                                                    |               | (Unaudited)       |   |          | 
|ASSETS                                              |               |                   |   |          | 
|Current Assets                                      |               |                   |   |          | 
|Cash
     and cash equivalents                      | $             | 3,180,925         | $ | -        | 
|Marketable Securities                               |               | 4,448,509         |   | -        | 
|                                                    |               |                   |   |          | 
|Total
     Current Assets                           |               | 7,629,434         |   |          | 
|                                                    |               |                   |   |          | 
|LEASEHOLD IMPROVEMENTS AND EQUIPMENT, NET           |               | 442,164           |   | -        | 
|                                                    |               |                   |   |          | 
|OTHER
     ASSETS                                   |               |                   |   |          | 
|Security deposits                                   |               | 4,250             |   | -        | 
|Deferred Operating Costs                            |               | -                 |   | 6,670    | 
|                                                    |               |                   |   |          | 
|TOTAL
     OTHER ASSETS                             |               | 4,250             |   | 6,670    | 
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|TOTAL
     ASSETS                                   | $             | 8,075,848         | $ | 6,670    | 
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|LIABILITIES AND STOCKHOLDERS' EQUITY:               |               |                   |   |          | 
|CURRENT LIABILITIES                                 |               |                   |   |          | 
|Accrued Expenses                                    | $             | 165,176           | $ | -        | 
|Due
     to related parties                         |               | 19,650            |   | 6,670    | 
|                                                    |               |                   |   |          | 
|TOTAL
     LIABILITIES                              |               | 184,826           |   | 6,670    | 
|                                                    |               |                   |   |          | 
|COMMITMENTS AND CONTINGENCIES                       |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|STOCKHOLDERS' EQUITY                                |               |                   |   |          | 
|Preferred stock $.01 par value                      |               |                   |   |          | 
|5,000
     shares authorized                        |               |                   |   |          | 
|Issued and outstanding -0- shares                   |               | -                 |   | -        | 
|Common stock, $.01 par value;                       |               |                   |   |          | 
|30,000,000 shares authorized, 9,978,433 and         |               |                   |   |          | 
|8,300,000 issued and outstanding, respectively      |               | 99,784            |   | 83,000   | 
|Paid
     in capital                                |               | 8,855,269         |   | -        | 
|Subscription receivable                             |               | -                 |   | (83,000) | 
|Accumulated Deficit                                 |               | (1,064,031)       |   | -        | 
|                                                    |               |                   |   |          | 
|TOTAL
     STOCKHOLDERS' EQUITY                     |               | 7,891,022         |   | -        | 
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|TOTAL
     LIABILITIES AND STOCKHOLDERS' EQUITY     | $             | 8,075,848         | $ | 6,670    | 
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|                                                    |               |                   |   |          | 
|See notes to consolidated financial
     statements |              





|                                                    |  |                    |               |  | 
|--------------------------------------------------- |  | ------------------ | ------------- |  | 
|foreignTV.com, Inc. and subsidiaries               
|(A Development Stage Enterprise)                   
|CONSOLIDATED STATEMENTS OF OPERATIONS              
|(Unaudited)                                        
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  | Three months ended |              
|                                                    |  |                    | June 30, 1999 |  | 
|                                                    |  |                    |               |  | 
|Revenue                                             |  | $                  | -             |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|Selling, General and Administrative Expenses        |  |                    | 955,789       |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|Operating Loss                                      |  |                    | (955,789)     |  | 
|                                                    |  |                    |               |  | 
|Other
     Income                                   |  |                    |               |  | 
|Interest Income                                     |  |                    | 27,371        |  | 
|Loss
     on Marketable Securities                  |  |                    | (56,468)      |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|Loss
     Before Taxes                              |  |                    | (984,886)     |  | 
|                                                    |  |                    |               |  | 
|Income Tax Expense                                  |  |                    | 681           |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|Net
     Loss                                       |  | $                  | (985,567)     |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|Weighted average shares of common stock             |  |                    | 9,418,955     |  | 
|outstanding                                         |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|Net
     loss per share                             |  | $                  | (0.10)        |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|                                                    |  |                    |               |  | 
|See notes to consolidated financial
     statements





|                                                    |  |                  |               |  | 
|--------------------------------------------------- |  | ---------------- | ------------- |  | 
|foreignTV.com, Inc. and subsidiaries               
|(A Development Stage Enterprise)                   
|CONSOLIDATED STATEMENTS OF OPERATIONS              
|(Unaudited)                                        
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  | Six months ended |               | 
|                                                    |  |                  | June 30, 1999 |  | 
|                                                    |  |                  |               |  | 
|Revenue                                             |  | $                | -             |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|Selling, General and Administrative Expenses        |  |                  | 1,034,253     |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|Operating Loss                                      |  |                  | (1,034,253)   |  | 
|                                                    |  |                  |               |  | 
|Other
     Income                                   |  |                  |               |  | 
|Interest Income                                     |  |                  | 27,371        |  | 
|Loss
     on Marketable Securities                  |  |                  | (56,468)      |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|Loss
     Before Taxes                              |  |                  | (1,063,350)   |  | 
|                                                    |  |                  |               |  | 
|Income Tax Expense                                  |  |                  | 681           |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|Net
     Loss                                       |  | $                | (1,064,031)   |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|Weighted average shares of common stock             |  |                  |               |  | 
|outstanding                                         |  |                  | 8,779,552     |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|Net
     loss per share                             |  | $                | (0.12)        |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|                                                    |  |                  |               |  | 
|See notes to consolidated financial
     statements





|                                               |                  |             |  |  | 
|---------------------------------------------- | ---------------- | ----------- |  |  | 
|foreignTV.com, Inc. and subsidiaries          
|(A Development Stage Enterprise)              
|CONSOLIDATED STATEMENT OF CASH FLOWS          
|(Unaudited)                                   
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|                                               | Six months ended |             | 
|                                               | June 30, 1999    |             | 
|                                               |                  |             |  |  | 
|CASH
     FLOW FROM                            |                  |             |  |  | 
|OPERATING ACTIVITIES:                          |                  |             |  |  | 
|Net
     loss                                  | $                | (1,064,031) |  |  | 
|Depreciation                                   |                  | 14,722      |  |  | 
|Increase in other assets                       |                  | (4,250)     |  |  | 
|Increase in accrued expenses                   |                  | 165,176     |  |  | 
|Increase in due to related parties             |                  | 19,650      |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|NET
     CASH PROVIDED BY OPERATIONS           |                  | (868,733)   |  |  | 
|                                               |                  |             |  |  | 
|CASH
     FLOWS FROM INVESTING ACTIVITIES      |                  |             |  |  | 
|Purchases of capital expenditures              |                  | (456,886)   |  |  | 
|Increase in marketable securities              |                  | (4,448,509) |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|NET
     CASH USED BY INVESTING ACTIVITIES     |                  | (4,905,395) |  |  | 
|                                               |                  |             |  |  | 
|CASH
     PROVIDED BY FINANCING ACTIVITIES     |                  |             |  |  | 
|Sale
     of common stock                      |                  | 8,872,053   |  |  | 
|Decrease in subscription receivable            |                  | 83,000      |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|NET
     CASH PROVIDED BY FINANCING ACTIVITIES |                  | 8,955,053   |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|NET
     INCREASE IN CASH                      |                  | 3,180,925   |  |  | 
|                                               |                  |             |  |  | 
|CASH,
     beginning of the period             |                  | -           |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|CASH,
     end of the period                   | $                | 3,108,925   |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|                                               |                  |             |  |  | 
|                                              

See notes to consolidated financial statements.





foreignTV.com, Inc and
   subsidiaries

(A Development Stage
   Enterprise)

#### NOTES TO
   CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

Note 1. Basis of Presentation.

The accompanying unaudited
   consolidated financial statements of foreignTV.com, Inc. (the "
   Company") have been prepared in accordance with generally
   accepted accounting principles for interim financial information and
   with the instructions to Form 10-Q and Article 10 of Regulation S-X.
   Accordingly, they do not include all of the information and
   footnotes required by generally accepted accounting principles for
   complete financial statements. In the opinion of management, all
   adjustments considered necessary for a fair presentation (consisting
   of normal recurring accruals) have been included. The preparation of
   financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and
   assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at
   the date of the financial statements and the reported amounts of
   revenues and expenses during the reporting period. Actual results
   could differ from those estimates. Operating results for the six
   months period ended June 30, 1999 are not necessarily indicative of
   the results that may be expected for the year ending December 31,
   1999. Per share data for the periods are based upon the weighted
   average number of shares of common stock outstanding during such
   periods, plus net additional shares issued upon exercise of options
   and warrants.

Note 2. Summary of Significant
   Accounting Policies.

Principles of consolidation.

The consolidated financial statements
   include the accounts of the Company and its wholly-owned
   subsidiaries. Intercompany items and transactions have been
   eliminated in consolidation.

Cash and cash equivalents.

The Company classifies highly liquid
   temporary investments with an original maturity of three months or
   less when purchased as cash equivalents.



Development Stage Enterprise.

Due to the start-up nature of the
   business, the financial statements are being presented as a
   development stage enterprise pursuant to Statement of Financial
   Accounting Standards No.7. The separate presentation of accumulated
   operations and cash flows have not been presented separately since
   such operations and cash flows of the Company also represent the
   accumulated operations and cash flows of the Company.

Property and Equipment.

Property and equipment are stated at
   cost. Maintenance and repairs are charged to expenses as incurred.
   Major betterment and improvements, which extend the useful life of
   the related item, are capitalized and depreciated. Depreciation is
   provided for over the estimated useful lives of the individual
   assets using accelerated and straight-line methods.

Fair value of financial instruments.

The carrying amounts reported in the
   balance sheet for cash, receivables, and accrued expenses
   approximate fair value based on the short-term maturity of these
   instruments.

Stock based compensation.

The Company accounts for employee
   stock options in accordance with APB Opinion No.25, "Accounting
   For Stock Issued To Employees" and has adopted the
   disclosure-only option under SFAS No.123, as of December 31, 1998.

Note 3. Common Stock.

In June 1999, the Company culminated
   the sale of 1,678,433 shares of common stock and 1,678,433 warrants
   for $10,070,598 in the Company's initial public offering. The
   expenses of the stock offering were recorded as a reduction of
   paid-in-capital.

Note 4. Subsidiaries.

The Company has formed wholly owned
   subsidiaries in France, Netherlands and Israel to facilitate the
   gathering of content for the Company's web site.

Note 5. Stock Options.

During May and June 1999 the Company
   issued to consultants 5-year options to purchase 80,000 shares of
   the Company's common stock at an exercise price of $6.00 per share,
   such price being in excess of the then market price of the Company's
   common stock. The Company has received benefits in exchange for such
   options, which the Company believes is worth approximately $64,000
   or $.80 per share and related amount was recorded as expense. In
   addition,
 the Company issued to employees of the Company options pursuant to its
   1999 Stock Option Plan, options to purchase 80,000 shares of the
   Company's common stock at $6.00 per share.

Note 6. Commitments and
   Contingencies.

In April 1999 the Company signed a
   seven-year lease to rent premises for its offices in New York for
   approximately $13,250 a month. In lieu of a security deposit the
   lease is secured by a letter of credit for $79,500.



MANAGEMENT'S
   DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF
   OPERATIONS

We are in a developmental stage. We
   have not generated any revenues to date. Our business plan assumes
   that we will not derive any significant revenues from either
   advertising, sales, e-commerce or other activities prior to April
   2000.

Our company was founded on November
   12, 1998. From inception until our initial public offering (IPO)
   became effective on April 13, 1999, our entire activity was to
   prepare for our proposed fundraising through an offering of our
   equity securities in the IPO. Substantially all of our expenses
   during last quarter and throughout April, 1999 are attributable to
   deferred costs of our IPO, which we successfully completed on May
   20, 1999. Our IPO resulted in our receipt of net proceeds of
   approximately $8.87 million. Funds from the net proceeds that are
   not being immediately used have been invested in short-term,
   investment grade, interest-bearing instruments. Due to fluctuations
   in the Federal interest rates, the investment grade securities held
   by us experienced a decline of $56,468 (approximately 1.25%) at the
   end of the three-month fiscal period ended June 30, 1999.

We intend to use, and have been using,
   the net proceeds from the IPO for the development of our primary
   site at foreignTV.com and for the development and establishment of
   four Web sites, for the establishment of a European operations base
   and for program development of our international and niche sites.
   Our initial location-specific Web sites are expected to be
   london-TV.com, parisTV.com, berlinTV.com and the
   tokyoTVchannel.com., for a total of five sites. We expect to
   substantially increase our expenditures to promote our proposed
   foreignTV.com network in an effort to develop advertising revenues
   and e-commerce tie-in commissions.

We commenced broadcasting on the
   primary site at foreignTV.com in mid-April 1999. Our primary site
   contains daily news briefings from locations around the world,
   fashion videos, music videos, features, interviews, as well as other
   programming. We intend to launch four location-specific Web sites by
   March 31, 2000, and additional Web sites at staged intervals
   thereafter, upon the successful completion of additional financing
   or if our proposed business becomes profitable. We believe that our
   success will depend largely on our ability to become a leading
   source for streaming media broadcasting of international and other
   niche programming on the Web. Accordingly, we intend to invest
   heavily in order to develop our network infrastructure, acquire
   content and in sales and marketing. We expect to continue to incur
   substantial operating losses for the foreseeable future.

During the three-month fiscal period
   quarter ending June 30, 1999, we invested heavily in and incurred
   significant expenditures and costs for developing a network
   infrastructure required for large-scale streaming media broadcasts
   and in implementing our business plan. Among other activities, we
   concentrated on the following:

- Constructing, designing and
   substantially growing our primary Web site, increasing the average
   number of streaming video programs broadcast on the site nine-fold,
   from one in April to 9.6 in June;



- Beginning the acquisition
   and production of content and the broadcasting of streaming-video
   features on our site;
- Producing and/or licensing,
   editing and broadcasting over 250 unique streaming-video reports on
   our Website;
- Increasing the traffic on our
   Website from approximately 21,000 hits in April, when we began
   operations, to more than 690,000 hits for the month of June.
   Subsequently this amount more than doubled in July;
- Beginning construction of our
   leased New York studio, offices and other facilities;
- Leasing facilities in Old
   Greenwich, Connecticut and Paris, France;
- Hiring key staff for marketing,
   music, production, and other aspects of our business;
- Hiring and engaging reporters
   such as Pulitzer Prize winning, Peter Arnett, and other persons, to
   create compelling content for broadcast on our Website;
- Creating a unique world-music
   radio station on the Web, foreignTVRadio, which was launched
   on July 6, 1999; and
- Acquiring over 500 new domain names.

In view of the rapidly evolving nature
   of our business and our limited operating history, we believe that a
   description of our revenues and operating results are not
   necessarily meaningful and should not be relied upon as indications
   of future performance. Our business plan assumes that we will not
   derive any significant revenues from either advertising, sales,
   e-commerce or other activities prior to April 2000. Our business
   plan further assumes that we will continue to invest and expend
   substantial funds to build the infrastructure of our large-scale
   streaming-video broadcasting business on the Web.

Year 2000

We have performed a review of our Year
   2000 preparedness relative to our software and computer hardware. We
   believe that we will not incur material costs in connection with
   becoming Year 2000 complaint. In addition we have received
   communications form our service providers stating that they are
   generally on target to become Year 2000 compliant in 1999 if they
   have not already done so. There can be no assurance that these third
   party service providers will complete their own Year 2000 compliant
   projects in a timely manner and that failure to do so would not have
   an adverse impact on our business.

Quantitative and Qualitative
   Information About Market Risk

We do not engage in trading market
   risk sensitive instruments and do not purchase hedging instruments
   or "other than trading" instruments that are likely to
   expose us to market risk, either
 interest rate, foreign currency exchange, commodity price or equity
   price risk. We have purchased no options and entered into no swaps.
   We have no bank borrowing facility which could subject us to the
   risk of interest rate fluctuations. The predominant share of our
   funds is invested in interest-bearing investment grade securities,
   the yield and value of which are subject to Federal interest rate
   fluctuations.

Forward-Looking Statements

The Management's Discussion and
   Analysis above contains forward-looking statements within the
   meaning of Federal securities law. You can identify these statements
   because they use forward-looking terminology such as "may,"
   "will," "expect," "anticipate," "
   estimate," "continue," "believe," "
   intend," or other similar words. These words, however, are not
   the exclusive means by which you can identify these statements. You
   can also identify forward-looking statements because they discuss
   future expectations, contain projections of results of operations or
   of financial conditions, characterize future events or circumstances
   or state other forward-looking information. We have based all
   forward-looking statements included in Management's Discussion and
   Analysis on information currently available to us, and we assume no
   obligation to update any such forward-looking statements. Although
   we believe that the expectations reflected in such forward-looking
   statements are based on reasonable assumptions, actual results could
   differ materially from those projected in the forward-looking
   statements.

We caution you that our business and
   financial performance are subject to substantial risks and
   uncertainties. Potential risks and uncertainties include, among
   others, those risk factors set forth in the Company's S-1
   Registration Statement, as amended, as filed with the SEC, for the
   Company's initial public offering that became effective on April 13,
   1999.



PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form
   8-K





SIGNATURES

Pursuant to the requirements of the
   Securities Exchange Act of 1934, the Registrant has duly caused this
   Report to be signed on its behalf by the undersigned thereunto duly
   authorized.

|                       |     | foreignTV.com, Inc.
   
   (registrant)                                                
|---------------------- | --- | ---------------------------------------------------------------------------------------
|                       |     |                                                                                        
|Dated: August 19, 1999 | By: | /s/ Marc D. Leve                                                                       
|                       |     |                                                                                        
|                       |     | Marc D. Leve, Vice
     President -
   
   Legal Affairs, General Counsel and Secretary