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 SEPTEMBER 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.)

120 Fifth Avenue, Seventh
   Floor, New York, NY 10011
 
 -------------------------------------------------
 
 (Address of principal executive offices)

(212) 993-9400
 
 -------------
 
 (Registrant's telephone number, including area code)

162 Fifth Avenue, Suite
   1005A, New York, NY 10010
 
 ------------------------------------------------------------
 
 (Former address that was changed since last report)

NOT APPLICABLE
 
 ------------------------------------------------------------
 
 (Former name 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.

YesX     No

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

INDEX TO FORM 10-Q

September 30, 1999



|                              |                                                                                            |        |  | 
|----------------------------- | ------------------------------------------------------------------------------------------ | ------ |  | 
|PART I. Financial Information |                                                                                            | Page #
|                              |                                                                                            |       
|Item
     1.                  | Financial Statements (unaudited):                                                          |       
|                              | Consolidated Balance Sheet                                                                 |       
|                              | September 30, 1999                                                                         | 3     
|                              |                                                                                            |       
|                              | Consolidated Statements of Operations                                                      |       
|                              | Three
     months ended September 30, 1999                                                 | 4     
|                              | Six
     months ended September 30, 1999                                                   | 5     
|                              |                                                                                            |       
|                              | Consolidated Statements of Cash Flows                                                      |       
|                              | Six
     months ended September 30, 1999                                                   | 6     
|                              |                                                                                            |       
|                              | Notes
     to Consolidated Financial Statements (unaudited)                                | 7     
|                              |                                                                                            |       
|                              | Management's Discussion and Analysis of Financial Condition and
     Results of Operations | 10    
|                              |                                                                                            |       
|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
 
 (Unaudited)

|                                               | September 30, 1999 |                                           | December 31, 1998
|---------------------------------------------- | ------------------ | ----------------------------------------- | -----------------
|                                               | (Unaudited)        |                                           |                  
|
|ASSETS                                         |                    |                                           |                  
|                                               |                    |                                           |                  
|CURRENT ASSETS                                 |                    |                                           |                  
|Cash and cash
     equivalents                 |                    | $      
                
      1,137,323  |                  
|Marketable Securities                          |                    | 4,482,422                                 |                  
|Other current assets                           |                    | 99,497                                    |                  
|Total Current Assets                           |                    | 5,719,242                                 |                  
|                                               |                    |                                           |                  
|LEASEHOLD IMPROVEMENTS AND EQUIPMENT,
     NET |                    | 955,290                                   |                  
|                                               |                    |                                           |                  
|OTHER ASSETS                                   |                    |                                           |                  
|Security deposits                              |                    | 109,694                                   |                  
|Deferred Operating
     Costs                  |                    | --                                        |                  
|Total Other Assets                             |                    | 109,694                                   |                  
|                                               |                    |                                           |                  
|TOTAL ASSETS                                   |                    | $      
                
      6,784,226  |                  
|                                               |                    |                                           |                  
|LIABILITIES AND
     STOCKHOLDERS' EQUITY      |                    |                                           |                  
|                                               |                    |                                           |                  
|CURRENT LIABILITIES                            |                    |                                           |                  
|Accounts Payable                               |                    | $      
                
         152,549 |                  
|Accrued Expenses                               |                    | 130,806                                   |                  
|Due to related parties                         |                    | --                                        |                  
|Total Current Liabilities                      |                    | 283,354                                   |                  
|                                               |                    |                                           |                  
|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                                    |                  
|Paid in capital                                |                    | 8,786,269                                 |                  
|Subscription
     receivable                   |                    | --                                        |                  
|Accumulated Deficit                            |                    | (2,381,034                                | )                
|Accumulated other
     comprehensive income    |                    | (4,147                                    | )                
|Total Stockholder's Equity                     |                    | 6,500,872                                 |                  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     |                    | $      
                
      6,784,226  |                  

See notes to consolidated financial statements



foreignTV.com, Inc. and subsidiaries
 
 (A Development Stage Enterprise)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 (Unaudited)

|                                                              | Three months ended
   
   September 30, 1999
|------------------------------------------------------------- | --------------------------------------------
|
|
|                                                              |                                             
|                                                              |                                             
|Revenue                                                       |                                             
|                                                              |                                             
|Production, Selling, General and Administrative
     Expenses |                                             
|                                                              |                                             
|                                                              |                                             
|Operating Loss                                                |                                             
|                                                              |                                             
|Other Income                                                  |                                             
|Interest Income                                               |                                             
|Loss on Marketable Securities                                 |                                             
|                                                              |                                             
|                                                              |                                             
|Loss Before Taxes                                             |                                             
|                                                              |                                             
|Income Tax Expense                                            |                                             
|                                                              |                                             
|                                                              |                                             
|Net Loss                                                      |                                             
|                                                              |                                             
|                                                              |                                             
|Other Comprehensive Income, net of tax:                       |                                             
|Foreign currency translation
     adjustments                 |                                             
|                                                              |                                             
|                                                              |                                             
|Comprehensive Income                                          |                                             
|                                                              |                                             
|                                                              |                                             
|Weighted average shares of common stock                       |                                             
|outstanding                                                   |                                             
|                                                              |                                             
|                                                              |                                             
|Net loss per share                                            |                                             
|                                                              |                                             
|                                                              |                                             

See notes to consolidated financial statements



foreignTV.com, Inc. and subsidiaries
 
 (A Development Stage Enterprise)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 (Unaudited)

|                                                              | Nine months ended
   
   September 30, 1999
|------------------------------------------------------------- | -------------------------------------------
|
|
|                                                              |                                            
|                                                              |                                            
|Revenue                                                       |                                            
|                                                              |                                            
|                                                              |                                            
|Production, Selling, General and
     Administrative Expenses |                                            
|                                                              |                                            
|Operating Loss                                                |                                            
|                                                              |                                            
|Other Income                                                  |                                            
|Interest Income                                               |                                            
|Loss on Marketable
     Securities                            |                                            
|                                                              |                                            
|Loss Before Taxes                                             |                                            
|                                                              |                                            
|                                                              |                                            
|Income Tax Expense                                            |                                            
|                                                              |                                            
|                                                              |                                            
|Net Loss                                                      |                                            
|                                                              |                                            
|                                                              |                                            
|Other Comprehensive Income, net of tax:                       |                                            
|Foreign currency
     translation adjustments                 |                                            
|                                                              |                                            
|Comprehensive Income                                          |                                            
|                                                              |                                            
|Weighted average shares of common stock                       |                                            
|outstanding                                                   |                                            
|                                                              |                                            
|Net loss per share                                            |                                            
|                                                              |                                            
|                                                              |                                            
|See notes to
     consolidated financial statements           |                                            



foreignTV.com, Inc. and subsidiaries
 
 (A Development Stage Enterprise)
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 
 (Unaudited)

|                                          | Nine months ended
   
   September 30, 1999 |            
|----------------------------------------- | ------------------------------------------- | -----------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES:     |                                             |            
|Net loss                                  |                                             | $(2,381,034
|Depreciation                              |                                             | 58,127     
|Amortization                              |                                             | 9,348      
|Increase in other current assets          |                                             | (99,497    
|Increase in other assets                  |                                             | (109,694   
|Increase in accounts payable              |                                             | 152,549    
|Increase in accrued expenses              |                                             | 130,806    
|                                          |                                             |            
|                                          |                                             |            
|NET CASH USED BY OPERATIONS               |                                             | (2,239,396 
|                                          |                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:     |                                            
|                                          |                                             |            
|Purchases of capital expenditures         |                                             | (1,022,765 
|Increase in marketable securities         |                                             | (4,482,422 
|                                          |                                             |            
|NET CASH USED BY INVESTING ACTIVITIES     |                                             | (5,505,187 
|                                          |                                            
|CASH PROVIDED BY FINANCING ACTIVITIES:    |                                            
|                                          |                                             |            
|Sale of common stock                      |                                             | 8,803,053  
|Decrease in subscription receivable       |                                             | 83,000     
|Accumulated other comprehensive income    |                                             | (4,147     
|                                          |                                             |            
|                                          |                                             |            
|NET CASH PROVIDED BY FINANCING ACTIVITIES |                                             | 8,881,906  
|                                          |                                             |            
|                                          |                                             |            
|NET INCREASE IN CASH                      |                                             | 1,137,323  
|                                          |                                             |            
|CASH, beginning of the period             |                                             | --         
|                                          |                                             |            
|                                          |                                             |            
|CASH, end of the period                   |                                             | $ 1,137,323
|                                          |                                             |            

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 nine
   months period ended September 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.

Comprehensive income.

The Company adopted SFAS No. 130
   Reporting Comprehensive Income. This statement establishes rules for
   the reporting of comprehensive income and its components.
   Comprehensive income consists of net income and foreign currency
   translation adjustments and is presented in the Statements of
   Operations.

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 the three-month fiscal period
   ending September 30, 1999 the Company issued to consultants 5-7 year
   options to purchase 210,000 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. In addition,
   the Company issued or agreed to issue to employees of the Company
   options pursuant to its 1999 Stock Option Plan, options to purchase
   82,000 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.

Beginning as of July 1, 1999, the
   Company guaranteed its French subsidiary's three-year lease
   agreement to rent premises for its offices in Paris, France for FFR
   47,430 (currently equivalent to approximately $7,500) per month,
   which amount is index-linked, in accordance with the INSEE
   construction industry index in France.

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

We are in a developmental stage. We
   have not generated any material revenues to date. Our current
   business plan assumes that we will not derive any significant
   revenues from 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 fundraising through an offering of our equity securities
   in the IPO. Substantially all of our expenses from the beginning of
   the year 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 $33,980 (approximately 0.76%) at the end of
   the three-month fiscal period ending September 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
   additional Web sites, for the establishment of a European operations
   base and for program development of our international and niche
   sites. In addition to our efforts to build location-specific Web
   sites, such as parisTV.com and tokyoTVchannel.com, we intend to
   launch several niche channels during the next three-month fiscal
   period, including wildernessTV.com, trancemusicTV.com,
   railwayTV.com, foreignfilmTV.com, and filmnoirTV.com, by the end of
   November, 1999. 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 the delivery of streaming
   video media content on the primary site at foreignTV.com in
   mid-April 1999. Our primary site contains daily information and
   entertainment content from around the world, fashion videos, music
   videos, features, interviews, as well as other programming. We
   intend to launch several location-specific and niche 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 generates sufficient cash flow. 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 September 30, 1999, we continued to invest 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:

- Continuing to construct,
   redesign and substantially grow our primary Web site, significantly
   increasing the average number of streaming-video programs shown on
   the site from 9.6 in June 1999, to 40 by September 1999.
- Continuing the acquisition and
   production of content and the broadcasting of streaming-video
   features on our site;
- Continuing to produce, license,
   edit and make available on our Web site hundreds of unique on-demand
   streaming-video reports;
- Increasing the traffic on our
   Web site from approximately 694,000 hits for the month of June to
   over 2.3 million hits for the month of September, 1999;
- Delivering an extensive
   selection of features, reports and interviews on-line and on-demand
   on our Web Site;
- Developing an e-commerce site,
   for the sale of goods at foreignTV.com's store, named, "
   TV.commerce", which was subsequently launched in early November;
- Completing the construction and
   moving our operations into our leased New York facilities;
- Hiring staff for marketing,
   production, encoding and other aspects of our business;
- Engaging well-known content
   providers such as Dr. Ruth Westheimer and other persons, to create
   compelling content for broadcast on our Web site;
- Increasing our domain name
   library to over 1,000 names, for use by future channels.

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 disburse
   substantial funds to build the infrastructure of our large-scale
   streaming-video broadcasting business on the Web.

During the three-month fiscal period
   ending September 30, 1999, we hired a new Treasurer and Chief
   Financial Officer, Mr. Harold I. Berliner and appointed Mr. Graham
   Cannon, our Vice President, Marketing to serve also as our Chief
   Operations Officer.

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 compliant. In addition we have received
   communications from our product and 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 product and 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, 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 are invested in interest-bearing investment grade
   securities, the yield and value of which are subject to Federal
   interest rate fluctuations. Due to fluctuations in the Federal
   interest rates, the investment grade securities held by us
   experienced a decline of $33,980 (approximately 0.76%) at the end of
   the three-month fiscal period ending September 30, 1999.

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

| | (a) | Exhibits:
| | --- | ---------

| |        |                                                  
| | ------ | -------------------------------------------------
| | (10.1) | Employment Agreement with Harold I.
     Berliner
| |        |                                                  
| | (10.2) | Employment Agreement with Elorian C.
     Landers
| |        |                                                  
| | (27)   | Financial Data Schedule                          

| |     |                     
| | --- | --------------------
| | (b) | Reports on Form 8-K:

| |                                 | 
| | ------------------------------- | 
| | Items 4 and 7; on July 26, 1999 | 

SIGNATURES

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

|                         |  | foreignTV.com, Inc.                                                                   | 
|------------------------ |  | ------------------------------------------------------------------------------------- | 
|                         |  | (registrant)                                                                          | 
|                         |  |                                                                                       | 
|                         |  |                                                                                       | 
|                         |  |                                                                                       | 
|Dated: November 12, 1999 |  | By:   
       /s/ Harold I. Berliner                                                  | 
|                         |  | Harold
     I. Berliner, Treasurer andPrincipal Financial and Accounting
     Officer | 
|                         |  |                                                                                       | 
|                         |  |                                                                                       | 
|                         |  |                                                                                       |