<PAGE>

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

                                   FORM 10-QSB


(Mark One)

/ X /   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended March 31, 1999
OR

/  /    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

        For the transition period from _____________ to ______________.

COMMISSION FILE NUMBER:    0-29050

                            TOMORROW'S MORNING, INC.
        (Exact name of small business issuer as specified in its charter)


CALIFORNIA                                            95-4379805
(State or other jurisdiction of                      (IRS Employer
 incorporation or organization)                      Identification
No.)


            125 South Barrington Place, Los Angeles, California 90049
                    (Address of principal executive offices)

                    Issuer's telephone number: (310) 440-2778



Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes __X__
No _____


Number of shares of common stock outstanding at April 30, 1999: 3,352,690


Transitional Small Business Disclosure Format (CHECK ONE) :  Yes _____ No __X__


<PAGE>




                                     PART I
                              FINANCIAL INFORMATION

                            TOMORROW'S MORNING, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                         BALANCE SHEET - MARCH 31, 1999



                                                       ASSETS
<TABLE>

CURRENT ASSETS:
<S>                                                                                     <C>                 <C>
  Cash and cash equivalents                                                             $          (391)
  Loan receivable, officer-shareholder                                                           28,508
  Software development costs                                                                     23,367
  Prepaid expenses and other current assets                                                      81,523
                                                                                        ---------------

          Total current assets                                                                              $      133,007

OTHER ASSETS:
  Fixed assets, net of accumulated depreciation of $50,803                                       84,894
  Deposits                                                                                       32,772
                                                                                        ---------------

          Total other assets                                                                                       117,666
                                                                                                            ---------------
                                                                                                            $      250,673
                                                                                                            ===============

                                           LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                                 $     1,630,653
  Current maturities of contracts payable                                                         5,731
  Loans payable, related parties                                                                549,924
                                                                                        ---------------

          Total current liabilities                                                                         $    2,186,308

CONTRACTS PAYABLE, less current maturities                                                                          11,208

SHAREHOLDERS' DEFICIT:
  Preferred stock; no par value, 1,000,000 shares
    authorized, no shares issued and outstanding                                                      -
  Common stock; no par value, 10,000,000 shares
    authorized, 3,360,372 shares issued and outstanding                                      12,869,767
  Deficit accumulated during development stage                                              (14,816,610)
                                                                                        ---------------

          Total shareholders' deficit                                                                           (1,946,843)
                                                                                                            ---------------
                                                                                                            $      250,673
                                                                                                            ===============
</TABLE>


                                       2

<PAGE>

                                             TOMORROW'S MORNING, INC.
                                         (A DEVELOPMENT STAGE ENTERPRISE)

                                             STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                      NINE MONTHS ENDED       NINE MONTHS ENDED          THREE MONTHS ENDED
                                                       MARCH 31, 1999          MARCH 31, 1998              MARCH 31, 1999
                                                      -----------------       -----------------          ------------------
                                                         (UNAUDITED)             (UNAUDITED)                 (UNAUDITED)
<S>                                                   <C>                    <C>                         <C>
REVENUE:
  SUBSCRIPTIONS                                       $           3,144      $          273,646          $                -

PROVISION FOR REFUNDS AND COLLECTIBLES                                -                 115,330                           -

  EDITORIAL, PRODUCTION AND
   DISTRIBUTION COST                                                906                 911,762                           -
                                                      -----------------      ------------------          ------------------

GROSS MARGIN                                                      2,238                (753,446)                          -

OPERATING EXPENSES                                              393,706               2,618,297                      95,235

RESEARCH AND DEVELOPMENT                                          2,000                 551,876                           -
                                                      -----------------      ------------------          ------------------

LOSS FROM OPERATIONS                                           (393,468)             (3,923,619)                    (95,235)

NONCASH OPTION COMPENSATION AND
  CONSULTING FEES                                                     -               2,026,204                           -
LEGAL SETTLEMENT                                                      -                  30,000                           -
OTHER EXPENSES, NET                                              20,838                  17,793                       6,946
INTEREST EXPENSE                                                 51,470                   4,045                      19,690
INTEREST INCOME                                                   2,601                  27,350                       1,547
                                                      -----------------      ------------------          ------------------

LOSS BEFORE INCOME TAXES                                       (463,176)             (5,974,311)                   (120,324)

INCOME TAXES                                                          -                     800                           -
                                                      -----------------      ------------------          ------------------

NET LOSS                                              $        (463,176)     $       (5,975,111)         $         (120,324)
                                                      =================      ==================          ==================

NET LOSS PER SHARE, basic and diluted                 $          (0.14)      $          (2.14)           $            (0.04)
                                                      =================      ==================          ==================

WEIGHTED AVERAGE SHARES OUTSTANDING,
    basic and diluted                                         3,274,533               2,796,906                   3,274,533
                                                      =================      ==================          ==================
</TABLE>
<TABLE>
<CAPTION>
                                                                                     FROM INCEPTION ON
                                                           THREE MONTHS ENDED        JUNE 30, 1992 TO
                                                             MARCH 31, 1998           MARCH 31, 1999
                                                           ------------------        -----------------
                                                             (UNAUDITED)              (UNAUDITED)
<S>                                                        <C>                    <C>
REVENUE:
  SUBSCRIPTIONS                                             $         43,980      $          552,845

PROVISION FOR REFUNDS AND COLLECTIBLES                               115,530                 115,530

  EDITORIAL, PRODUCTION AND
   DISTRIBUTION COST                                                 373,770               3,313,352
                                                            ----------------      ------------------

GROSS MARGIN                                                        (445,320)             (2,876,037)

OPERATING EXPENSES                                                   533,467               8,662,679

RESEARCH AND DEVELOPMENT                                              88,416                 842,376
                                                            ----------------      ------------------

LOSS FROM OPERATIONS                                              (1,067,203)            (12,381,092)

NONCASH OPTION COMPENSATION AND
  CONSULTING FEES                                                          -               2,026,204
LEGAL SETTLEMENT                                                           -                  30,000
OTHER EXPENSES, NET                                                    6,619                  77,895
INTEREST EXPENSE                                                       1,578                 364,948
INTEREST INCOME                                                        1,485                  68,329
                                                            ----------------      ------------------

LOSS BEFORE INCOME TAXES                                          (1,073,915)            (14,811,810)

INCOME TAXES                                                               -                   4,800
                                                            ----------------      ------------------

NET LOSS                                                    $     (1,073,915)     $      (14,816,610)
                                                            ================      ==================

NET LOSS PER SHARE, basic and diluted                       $          (0.38)
                                                            ================

WEIGHTED AVERAGE SHARES OUTSTANDING,
    basic and diluted                                              2,818,692
                                                            ================
</TABLE>

                                       3
<PAGE>



                                            TOMORROW'S MORNING, INC.
                                       (A DEVELOPMENT STAGE ENTERPRISE)

                                           STATEMENTS OF CASH FLOWS

                               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED       NINE MONTHS ENDED      THREE MONTHS ENDED
                                                              MARCH 31, 1999          MARCH 31, 1998          MARCH 31, 1999
                                                             -----------------       -----------------      ------------------
                                                                (UNAUDITED)             (UNAUDITED)             (UNAUDITED)
<S>                                                          <C>                    <C>                     <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING
 ACTIVITIES:
  Net loss                                                    $    (463,176)        $    (5,975,111)         $       (120,324)

 ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES:
      Depreciation                                                   20,838                  17,795                     6,946
      Amortization of debt issuance costs                                 -                       -                         -
      Amortization of loans payable discount                         21,355                       -                     6,252
      Non-cash litigation settlement                                      -                  30,000                         -
      Non-cash compensation                                           5,000               2,026,204                     5,000
      Non-cash payment for services rendered                              -                       -                         -

 CHANGES IN OPERATING ASSETS AND LIABILITIES:
  (INCREASE) DECREASE IN ASSETS:
      Accounts receivable                                               444                 (37,831)                        -
      Prepaid expenses                                               42,587                 324,258                         -
      Software development costs                                          -                 (23,367)                        -
      Deposits                                                            -                  (1,417)                        -

  INCREASE (DECREASE) IN LIABILITIES:
      Accounts payable and accrued expenses                         177,289               1,089,995                    66,246
      Deferred revenue                                                    -                  36,415                         -
                                                              -------------         ---------------          ----------------

          Net cash used for operating activities                   (195,662)             (2,513,059)                  (35,881)
                                                              -------------         ---------------          ----------------

CASH FLOWS PROVIDED BY (USED FOR) INVESTING
 ACTIVITIES -
  acquisition of fixed assets                                             -                 (70,847)                        -
                                                              -------------         ---------------          ----------------

</TABLE>
<TABLE>
<CAPTION>
                                                                                           FROM INCEPTION ON
                                                                  THREE MONTHS ENDED       JUNE 30, 1992 TO
                                                                    MARCH 31, 1998          MARCH 31, 1999
                                                                  ------------------       -----------------
                                                                      (UNAUDITED)             (UNAUDITED)
<S>                                                               <C>                      <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING
 ACTIVITIES:
  Net loss                                                        $      (1,073,715)       $    (14,816,610)

 ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES:
      Depreciation                                                            6,916                  57,804
      Amortization of debt issuance costs                                         -                 138,168
      Amortization of loans payable discount                                      -                  25,001
      Non-cash litigation settlement                                              -                  30,000
      Non-cash compensation                                                       -               4,643,481
      Non-cash payment for services rendered                                      -                 132,500

 CHANGES IN OPERATING ASSETS AND LIABILITIES:
  (INCREASE) DECREASE IN ASSETS:
      Accounts receivable                                                   287,051                       -
      Prepaid expenses                                                       23,505                 (81,523)
      Software development costs                                            (11,832)                (23,367)
      Deposits                                                                 (300)                (32,773)

  INCREASE (DECREASE) IN LIABILITIES:
      Accounts payable and accrued expenses                                 667,073               1,636,527
      Deferred revenue                                                     (184,767)                      -
                                                                  -----------------      ------------------

          Net cash used for operating activities                           (286,069)             (8,290,792)
                                                                  -----------------      ------------------

CASH FLOWS PROVIDED BY (USED FOR) INVESTING
 ACTIVITIES -
  acquisition of fixed assets                                                   536                (142,697)
                                                                  -----------------      ------------------
</TABLE>

                                                    (Continued)


                                       4

<PAGE>

                                           TOMORROW'S MORNING, INC.
                                       (A DEVELOPMENT STAGE ENTERPRISE)

                                     STATEMENTS OF CASH FLOWS (CONTINUED)

                               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED       NINE MONTHS ENDED      THREE MONTHS ENDED
                                                              MARCH 31, 1999          MARCH 31, 1998          MARCH 31, 1999
                                                             -----------------       -----------------      ------------------
                                                                (UNAUDITED)             (UNAUDITED)             (UNAUDITED)
<S>                                                          <C>                     <C>                    <C>
CASH FLOWS PROVIDED BY (USED FOR) FINANCING
 ACTIVITIES:
  Proceeds from issuance of common stock                                  -                       -                         -
  Proceeds from revolving line of credit                                  -                       -                         -
  Proceeds from loans payable and warrants                          105,000                 131,000                     5,000
  Proceeds from notes payable                                             -                       -                         -
  Proceeds from contracts payable                                         -                  71,396                         -
  Cash paid for debt issuance costs                                       -                       -                         -
  Proceeds from exercise of stock options                             2,100                  60,978                         -
  Proceeds from exercise of warrants                                      -                   1,074                         -
  Proceeds from shareholders                                         11,619                       -                       173
  Repayment of revolving line of credit                                   -                       -                         -
  Repayment of loans payable                                              -                  (6,000)                        -
  Repayment of notes payable                                              -                       -                         -
  Repayment of contracts payable                                     (2,241)                (39,837)                     (392)
  Repayment from shareholder, net of unpaid interest                 32,639                  22,257                    26,652
  Loans to shareholders                                                   -                       -                         -
  Cash paid for offering costs                                            -                       -                         -
  Purchase of treasury stock                                              -                       -                         -
                                                              -------------         ---------------          ----------------

          Net cash provided by financing activities                 149,117                 240,868                    31,433
                                                              -------------         ---------------          ----------------

NET DECREASE IN CASH                                                (46,545)             (2,343,038)                   (4,447)
CASH, beginning of period                                            46,154               2,342,849                     4,056
                                                              -------------         ---------------          ----------------

CASH, end of period                                           $        (391)        $          (189)         $           (391)
                                                              =============         ===============          ================

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
  Decrease in debt issuance costs recorded in connection
    with the issuance of convertible notes payable            $           -         $             -          $              -

                                                              =============         ===============          ================

  Conversion of notes payable to common stock                 $           -         $             -          $              -
                                                              =============         ===============          ================

  Non-cash compensation                                       $       5,000         $     2,026,204          $          5,000
                                                              =============         ===============          ================

  Issuance of warrants connected to debt conversion           $           -         $             -          $              -
                                                              =============         ===============          ================
</TABLE>
<TABLE>
<CAPTION>
                                                                                        FROM INCEPTION ON
                                                               THREE MONTHS ENDED       JUNE 30, 1992 TO
                                                                 MARCH 31, 1998          MARCH 31, 1999
                                                               ------------------       -----------------
                                                                   (UNAUDITED)             (UNAUDITED)
<S>                                                            <C>                      <C>
CASH FLOWS PROVIDED BY (USED FOR) FINANCING
 ACTIVITIES:
  Proceeds from issuance of common stock                                        -               6,749,734
  Proceeds from revolving line of credit                                        -                  50,000
  Proceeds from loans payable and warrants                                131,000                 904,276
  Proceeds from notes payable                                                   -               1,705,086
  Proceeds from contracts payable                                          47,925                 127,401
  Cash paid for debt issuance costs                                             -                (210,757)
  Proceeds from exercise of stock options                                                          84,638
  Proceeds from exercise of warrants                                        1,074                   1,074
  Proceeds from shareholders                                                    -                  11,619
  Repayment of revolving line of credit                                         -                 (50,000)
  Repayment of loans payable                                               (6,000)               (423,400)
  Repayment of notes payable                                                    -                 (11,456)
  Repayment of contracts payable                                           (7,289)               (110,462)
  Repayment from shareholder, net of unpaid interest                        7,621                  56,825
  Loans to shareholders                                                         -                 (96,952)
  Cash paid for offering costs                                                  -                (304,528)
  Purchase of treasury stock                                                    -                 (50,000)
                                                                -----------------    --------------------

          Net cash provided by financing activities                       174,331               8,433,098
                                                                -----------------    --------------------

NET DECREASE IN CASH                                                     (111,202)                   (391)
CASH, beginning of period                                                 111,013                       -
                                                                -----------------    --------------------

CASH, end of period                                             $            (189)   $               (391)
                                                                =================    ====================

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
  Decrease in debt issuance costs recorded in connection
    with the issuance of convertible notes payable              $               -    $            (72,589)

                                                                =================    ====================

  Conversion of notes payable to common stock                   $               -    $          1,532,707
                                                                =================    ====================

  Non-cash compensation                                         $               -    $          2,048,124
                                                                =================    ====================

  Issuance of warrants connected to debt conversion             $               -    $             18,750
                                                                =================    ====================
</TABLE>


                                       5

<PAGE>
                            TOMORROW'S MORNING, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

                        NINE MONTHS ENDED MARCH 31, 1999

(1)      SUMMARY SIGNIFICANT ACCOUNTING POLICIES:

         INTERIM FINANCIAL STATEMENTS:

                  The accompanying financial statements include all adjustments
                  (consisting of only normal recurring accruals) which are, in
                  the opinion of management, necessary for a fair presentation
                  of the results of operations for the periods presented.
                  Interim results are not necessarily indicative of the results
                  to be expected for a full year. The financial statements
                  should be read in conjunction with the financial statements
                  included in the annual report of Tomorrow's Morning, Inc. (the
                  "Company") on Form 10-KSB for the year ended June 30, 1998.

         NATURE OF BUSINESS:

                  The Company was incorporated in June 1992 in the State of
                  California and is engaged in the publication of a children's
                  weekly newspaper. As of March 31, 1999, the Company is a
                  development stage enterprise, as defined in Financial
                  Accounting Standards Board Statement No. 7. The Company is
                  devoting substantially all of its efforts toward establishing
                  new business and product.

                  In June 1996 the Company filed for an initial public offering
                  ("IPO") of its common stock on Form SB-2 with the Securities
                  and Exchange Commission. That offering was successfully
                  completed in March 1997.

         GOING CONCERN:

                  For the nine months ended March 31, 1999, the Company had
                  negative cash flows from operations of $195,662 and incurred a
                  net loss of $463,176. The Company's expenses continue to
                  greatly exceed its income, and its future depends on: (i)
                  finding a strategic partner; (ii) the development of
                  complementary products; (iii) completion and successful
                  marketing of the SCOOP CD-ROM journalism game; (iv) the
                  formation of joint-marketing alliances for corporate
                  sponsorship of schools through the Company's Reading Partners
                  Program and/or the sale of advertising space; (v) getting one
                  or more television shows, or interstitial news "flashes", on
                  the air; and (vi) expansion into ancillary publishing and
                  merchandising through redirecting the Company's content and/or
                  licensing the Company's characters and identity. The Company
                  has used all of the net proceeds of its initial public
                  offering and finds that it requires substantial additional
                  funds in order to reach the above long-term goals. In
                  addition, as discussed below in "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations -
                  Liquidity and Capital Resources," the Company requires an
                  immediate infusion of working capital to continue operating.
                  There can, however, be no guarantee that the Company will be
                  able to obtain such additional long- and short-term funds or
                  that, if obtained, it will be able to achieve or sustain
                  significant revenues or profitability in the future.

         REVENUE RECOGNITION:

                  Subscription sales are recorded as deferred revenue at the
                  time of sale. Revenues from subscriptions are recognized
                  ratably over the subscription period as newspapers are
                  delivered. Deferred revenue represents unfulfilled
                  subscription sales at period-end.


                                       6

<PAGE>

                            TOMORROW'S MORNING, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                        NINE MONTHS ENDED MARCH 31, 1999


(2)      LEGAL PROCEEDINGS:

         On August 17, 1998, the Company received a notice of levy from the
         Internal Revenue Service as to $30,761 for back taxes. Upon receipt of
         the notice, the Company contacted that agency and negotiated a payment
         plan. This amount was subsequently paid.

         On December 17, 1998, Starbright Graphics, Inc. filed an action against
         the Company in the Superior Court of New Jersey Law Division, Middlesex
         County, seeking $699,231, included in accounts payable, for services
         rendered in connection with the printing and distribution of the
         newspaper. This action was dismissed in New Jersey by stipulation
         without prejudice on March 23, 1999, and filed in Los Angeles County
         Superior Court for breach of contract on July 13, 1999.

         On March 10, 1999, Peter Li Inc. filed an action against the Company in
         Los Angeles County Superior Court seeking $33,711 in damages for breach
         of contract in connection with services provided to the Company.

         On May 14, 1999, the Company's landlord filed an action in Los Angeles
         County Superior Court, West District, against the Company and Adam
         Linter seeking $238,519 in connection with the Company's breach of its
         lease payment obligations. In December 1999, this action was settled by
         a stipulated judgment providing for payments of $125,000 in cash and
         20,000 shares of the Company's common stock. $30,000 of this amount has
         subsequently been paid.


                                       7

<PAGE>


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

THE FOLLOWING DISCUSSION CONTAINS TREND INFORMATION AND OTHER FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 THAT INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THOSE IDENTIFIED
BELOW IN "OVERVIEW."

OVERVIEW. For the quarter ended March 31, 1999, revenues were zero and the
Company experienced a net loss of $120,324, as compared to revenues of $43,980
and a net loss of $1,073,716 for the three months ended March 31, 1998. For the
nine months ended March 31, 1999, revenues were $3,144 and the Company
experienced a net loss of $463,176, as compared to revenues of $273,646 and a
net loss of $5,975,111 for the nine months ended March 31, 1998. The Company
continues to sustain substantial losses, which have resulted in suspension of
publication of the Tomorrow's Morning newspaper (the "Newspaper"), the Company's
only product to date. As a result, such losses threaten the Company's ability to
continue as a going concern. In the long run, the Company's future depends on:
(i) finding a strategic partner; (ii) the development of complementary products;
(iii) completion and successful marketing of the SCOOP-TM- CD-ROM journalism
game; (iv) the formation of joint-marketing alliances for corporate sponsorship
of schools through the Company's READING PARTNERS PROGRAM and/or the sale of
advertising space in the Newspaper should publication resume; (v) getting one or
more television shows, or interstitial news "flashes", on the air; and (vi)
expansion into ancillary publishing and merchandising through redirecting the
Company's content and/or licensing the Company's characters and identity.
However, as discussed below in "Liquidity and Capital Resources," because
virtually all available cash has been exhausted due to continuing losses, the
Company requires an immediate infusion of working capital to remain in
operation. There can, however, be no guarantee that the Company will be able to
obtain such working capital.

RESULTS OF OPERATIONS.

THREE MONTH PERIODS ENDED MARCH 31, 1999 AND 1998. Revenues for the quarter
ended March 31, 1999 were zero, as compared to $43,980 for the three months
ended March 31, 1998. This decrease in revenues was the result of suspension of
Newspaper publication in May 1998. Costs and expenses decreased to $95,235
during the three months ended March 31, 1999, a 90% change from $995,385 during
the quarter ended March 31, 1998.

Total interest expense for the quarter ended March 31, 1999 was $19,690, as
compared to $1,578 for the same three month period in 1998. This over
twelve-fold increase is attributable to increased borrowing to satisfy existing
obligations.

For the three months ended March 31, 1999, the Company experienced a net loss of
$120,324, a decrease of approximately 89% from the $1,073,716 net loss incurred
in the three months ended March 31, 1998. The change in net loss was primarily
due to the factors described above with respect to costs and operating expenses,
partially offset by increased interest expense.

NINE MONTH PERIODS ENDED MARCH 31, 1999 AND 1998. Revenues for the nine months
ended March 31, 1999 were $3,144, as compared to $273,646 for the nine months
ended March 31, 1998. This decrease in revenues was the result of suspension of
Newspaper publication. Costs and expenses decreased to $396,612 during the nine
months ended March 31, 1999, a change of 90% from $4,081,935 during the nine
months ended March 31, 1998.

Total interest expense for the nine months ended March 31, 1999 was $51,470, as
compared to $4,045 for the same nine month period in 1997. This almost
thirteen-fold increase was attributable to increased borrowing to satisfy
existing obligations.

For the nine months ended March 31, 1999, the Company experienced a net loss of
$463,176, a decrease of approximately 92% from the $5,975,111 net loss incurred
in the nine months ended March 31, 1998. The change in net loss was primarily
due to the factors described above with respect to costs and operating expenses,
partially offset by increased interest expense.


                                       8

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES. To date, the Company's primary capital needs
have been to fund the development and growth of the Newspaper and the research
and development of synergistic children's media products. Since inception, sales
of the Newspaper and certain custom-published Newspaper inserts have been
essentially the sole source of Company revenue. To the extent that sales of the
Newspaper were directed at schools (which were the source of most
subscriptions), such business was seasonal, with most sales taking place between
September and June. Seasonality was not believed to be a factor with non-school
sales.

As of March 31, 1999, the Company had current assets of $133,007. The Company
has been seeking approximately $500,000 to $1,000,000 in outside debt and/or
equity funding in order to be able to complete the development of SCOOP-TM-. To
date, the Company has obtained only $125,000 of that funding. The Company is
also in discussions with several prospective distributors of SCOOP, which could
result in a royalty advance to the Company which would be used to complete the
production of that product. As a result of its lack of working capital, the
Company is currently unable to meet its financial obligations to its lenders and
other creditors, including its landlord and the vendor which has printed the
Newspaper. In order to resume its proposed business activities, the Company must
immediately raise approximately $500,000 to $1,000,000 through private debt or
equity offerings. While the Company continues to engage in discussions with
prospective financing sources, there can be no guarantee that any of such
funding will become available on terms favorable to the Company or its
shareholders, if at all. Until such near-term funding is obtained, all of the
Company's operations will remain at minimal levels.

As to long-term funding requirements, the Company is continuing to pursue
opportunities for a private equity offering of up to $5 million. In addition,
the Company is also investigating other approaches to obtain long-term operating
funds while also maximizing shareholder value. To date, those approaches have
included a possible merger with the appropriate entity or a sale of the Company
or its assets. There can be no guarantee that any of the Company's efforts will
be successful or, if successful, that they will result in a transaction on terms
favorable to the Company or its shareholders. Even if the near-term funds
described above are obtained, unless long-term funds also become available, the
Company will be required to curtail its future operations, which would have a
material adverse effect on the Company's business, operating results and
financial condition.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.

On June 30, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Comprehensive Income" ("FAS 130"). FAS
130 establishes standards for reporting and display of comprehensive income and
its components in a full set of general purpose financial statements. FAS 130 is
effective for fiscal years beginning after December 15, 1997 and requires
restatement of earlier periods presented. Management is currently evaluating the
requirements of FAS 130.

In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position No. 98-1, "Accounting for Costs of Computer
Software Developed or Obtained for Internal Use" which provides guidance on
accounting for the costs of computer software developed or obtained for internal
use. SOP 98-1 is effective for financial statements for fiscal years beginning
after December 15, 1998. The Company does not anticipate that the adoption of
this statement will have a material effect on its financial statements.

In April 1998, the AICPA issued SOP No. 98-5 "Reporting on the Costs of Start-Up
Activities." This standard requires companies to expense the costs of start-up
activities and organization costs as incurred. In general, SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. The Company does not
anticipate that the adoption of this statement will have a material effect on
its financial statements.


                                       9

<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS


On December 17, 1998, Starbright Graphics, Inc. filed an action against the
Company in the Superior Court of New Jersey Law Division, Middlesex County,
seeking $699,231.06 for services rendered in connection with the printing and
distribution of the Newspaper. That action was dismissed without prejudice on
March 23, 1999 pursuant to a stipulation of the parties.

On March 10, 1999, Peter Li Inc. filed an action against the Company in Los
Angeles County Superior Court seeking $33,711 in damages for breach of contract
in connection with services provided to the Company.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


(a)      Not applicable.


(b)      Not applicable.


(c)      None.


(d)      Not applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


The Company is in default in its obligations to virtually all of its creditors
and its landlord. The Company is also in default as to the payment of principal
and interest on a $125,000 loan from Wilmington Trust Company, Trustee for
Andrea B. Currier and a $250,000 loan from Michael Fuchs. Such defaults will
continue until funds are obtained as described in Part I above.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)      The following Exhibit is attached hereto:


         EXHIBIT NO.                                 DESCRIPTION
         -----------                                 -----------


                  27                     Financial Data Schedule


                                       10
<PAGE>

(b)      No reports on Form 8-K were filed during the Company's fiscal quarter
ended March 31, 1999.





                                   SIGNATURES



In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



                                          TOMORROW'S MORNING, INC.



Dated: May 2, 2000                        By: /s/  ADAM LINTER
                                             ---------------------

                                                   Adam Linter

                                                   President and Treasurer


                                       11

<PAGE>


                                  EXHIBIT INDEX







EXHIBIT NUMBER             DESCRIPTION
--------------             -----------



        27            Financial Data Schedule


                                       12