\<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 December 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.)


            269 South Beverly Drive, Beverly Hills, California 90212
                    (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 January 31, 2000: 3,852,690

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


                                       1
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


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

                        BALANCE SHEET - DECEMBER 31, 1999

<TABLE>
<S>                                                                                     <C>                 <C>
                                             ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                             $        18,512
  Software development costs                                                                     95,867
  Prepaid expenses and other current assets                                                       9,023
                                                                                        ---------------

          Total current assets                                                                              $      123,402

OTHER ASSETS:
  Fixed assets, net of accumulated depreciation of $77,800                                       64,899
  Deposits                                                                                       32,772
                                                                                        ---------------

          Total other assets                                                                                        97,671
                                                                                                            --------------
                                                                                                            $      221,073
                                                                                                            ==============
                               LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                                 $     1,967,350
  Current maturities of contracts payable                                                        11,943
  Loans payable                                                                                 589,298
  Loans payable, officer-shareholder                                                             18,689
                                                                                        ---------------

          Total current liabilities                                                                         $    2,587,280

CONTRACTS PAYABLE, less current maturities                                                                           5,081

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, 3,760,372 shares issued and outstanding                                      12,889,767
  Deficit accumulated during development stage                                              (15,261,055)
                                                                                        ---------------
          Total shareholders' deficit                                                                           (2,371,288)
                                                                                                            --------------

                                                                                                            $      221,073
                                                                                                            ==============
</TABLE>


                                       2

<PAGE>

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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                                 From inception on
                                   Six months ended   Six months ended   Three months ended  Three months ended  June 30, 1992 to
                                   December 31, 1999  December 31, 1998  December 31, 1999   December 31, 1998   December 31, 1999
                                   -----------------  ------------------ ------------------  ------------------  -----------------
                                      (unaudited)        (unaudited)         (unaudited)         (unaudited)        (unaudited)
<S>                                <C>                 <C>                <C>                <C>                 <C>
REVENUE:
  SUBSCRIPTIONS                         $         -       $     3,144       $         -         $         -       $     552,845

  EDITORIAL, PRODUCTION AND
   DISTRIBUTION COST                              -               906                 -               1,484           3,313,352
                                        -----------       -----------       -----------         -----------       -------------
GROSS MARGIN                                      -             2,238                 -              (1,484)         (2,760,507)

OPERATING EXPENSES                          263,793           298,471           140,110             146,631           9,159,623

RESEARCH AND DEVELOPMENT                          -             2,000                 -                   -             840,376
                                        -----------       -----------       -----------         -----------       -------------
LOSS FROM OPERATIONS                       (263,793)         (298,233)         (140,110)           (148,115)        (12,760,506)

NONCASH OPTION COMPENSATION AND
  CONSULTING FEES                                 -                 -                 -                   -           2,026,204
LEGAL SETTLEMENT                                  -                 -                 -                   -              30,000
OTHER EXPENSES, NET                               -            13,892                 -               6,946              84,841
INTEREST EXPENSE                             39,376            31,780            19,686              10,938             424,014
INTEREST INCOME                                 478             1,054               151                 872              69,310
                                        -----------       -----------       -----------         -----------       -------------
LOSS BEFORE INCOME TAXES                   (302,691)         (342,851)         (159,645)           (165,127)        (15,256,255)

INCOME TAXES                                      -                 -                 -                   -               4,800
                                        -----------       -----------       -----------         -----------       -------------
NET LOSS                                $  (302,691)      $  (342,851)      $  (159,645)        $  (165,127)      $ (15,261,055)
                                        ===========       ===========       ===========         ===========       =============
NET LOSS PER SHARE,
    basic and diluted                   $     (0.09)      $     (0.11)      $     (0.05)        $     (0.05)
                                        ===========       ===========       ===========         ===========
WEIGHTED AVERAGE SHARES
  OUTSTANDING, basic and diluted          3,403,615         3,233,237         3,446,394           3,245,963
                                        ===========       ===========       ===========         ===========
</TABLE>


                                       3
<PAGE>


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

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>

                                                   Six months ended    Six months ended   Three months ended
                                                   December 31, 1999   December 31, 1998   December 31, 1999
                                                  ------------------  ------------------  -------------------
                                                      (unaudited)         (unaudited)         (unaudited)
<S>                                                <C>                 <C>                <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING
 ACTIVITIES:
  Net loss                                            $   (302,691)      $   (342,851)      $   (159,645)

 ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES:
      Depreciation                                          13,051             13,892              6,526
      Amortization of debt issuance costs                        -                  -                  -
      Amortization of loans payable discount                 6,248             15,103              3,122
      Non-cash litigation settlement                             -                  -                  -
      Non-cash compensation                                      -              5,000                  -
      Non-cash payment for services rendered                     -                  -                  -

 CHANGES IN OPERATING ASSETS AND LIABILITIES:
  (INCREASE) DECREASE IN ASSETS:
      Accounts receivable                                        -                445                  -
      Prepaid expenses                                           -             42,587                  -
      Software development costs                                 -                  -                  -
      Deposits                                                   -                  -                  -

  INCREASE (DECREASE) IN LIABILITIES:
      Accounts payable and accrued expenses                217,941            111,043            114,836
      Deferred revenue                                           -                  -                  -
                                                      ============       ============       ============
          Net cash used for operating activities           (65,451)          (154,781)           (35,161)
                                                      ------------       ------------       ------------
CASH FLOWS USED FOR INVESTING ACTIVITIES -
  acquisition of fixed assets                                    -                  -                  -
                                                      ============       ============       ============

<CAPTION>

                                                                                From inception on
                                                          Three months ended    June 30, 1992 to
                                                           December 31, 1998    December 31, 1999
                                                          -------------------   ------------------
                                                              (unaudited)          (unaudited)
<S>                                                       <C>                   <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING
 ACTIVITIES:
  Net loss                                                $   (165,127)      $(15,261,055)

 ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES:
      Depreciation                                               6,946             77,801
      Amortization of debt issuance costs                            -            138,168
      Amortization of loans payable discount                     6,249             31,249
      Non-cash litigation settlement                                 -             30,000
      Non-cash compensation                                      5,000          4,643,481
      Non-cash payment for services rendered                         -            132,500

 CHANGES IN OPERATING ASSETS AND LIABILITIES:
  (INCREASE) DECREASE IN ASSETS:
      Accounts receivable                                            -                445
      Prepaid expenses                                               -             42,140
      Software development costs                                     -           (124,110)
      Deposits                                                       -            (23,367)

  INCREASE (DECREASE) IN LIABILITIES:
      Accounts payable and accrued expenses                     59,444            479,254
      Deferred revenue                                               -          1,459,238
                                                          ============       ============
          Net cash used for operating activities               (87,488)        (8,374,256)
                                                          ------------       ------------
CASH FLOWS USED FOR INVESTING ACTIVITIES -
  acquisition of fixed assets                                        -           (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>

                                                           Six months ended    Six months ended    Three months ended
                                                           December 31, 1999   December 31, 1998    December 31, 1999
                                                           -----------------   -----------------   ------------------
                                                              (unaudited)         (unaudited)          (unaudited)
<S>                                                        <C>                 <C>                 <C>
CASH FLOWS PROVIDED BY (USED FOR) FINANCING
 ACTIVITIES:
  Proceeds from issuance of common stock                               20,000                  -             20,000
  Proceeds from revolving line of credit                                    -                  -                  -
  Proceeds from loans payable and warrants                             30,000            100,000             30,000
  Proceeds from notes payable                                               -                  -                  -
  Proceeds from contracts payable                                           -                  -                  -
  Cash paid for debt issuance costs                                         -                  -                  -
  Proceeds from loans payable, officer-shareholders                    18,689                  -              3,660
  Proceeds from exercise of stock options                                   -              2,100                  -
  Proceeds from exercise of warrants                                        -                  -                  -
  Proceeds from shareholders                                                -             11,446                  -
  Repayment of revolving line of credit                                     -                  -                  -
  Repayment of loans payable                                                -                  -                  -
  Repayment of notes payable                                                -                  -                  -
  Repayment of contracts payable                                            -             (1,850)                 -
  Repayment from shareholder, net of unpaid interest                   15,588             18,000                  -
  Loans to shareholders                                                  (327)           (17,013)                 -
  Cash paid for offering costs                                              -                  -                  -
  Purchase of treasury stock                                                -                  -                  -
                                                                 ------------       ------------       ------------
          Net cash provided by financing activities                    83,950            112,683             53,660
                                                                 ------------       ------------       ------------

NET INCREASE (DECREASE) IN CASH                                        18,499            (42,098)            18,499
CASH, beginning of period                                                  13             46,154                 13
                                                                 ------------       ------------       ------------
CASH, end of period                                              $     18,512       $      4,056       $     18,512
                                                                 ============       ============       ============

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       $          -
                                                                 ============       ============       ============
  Issuance of warrants connected to debt conversion              $          -       $          -       $          -
                                                                 ============       ============       ============

<CAPTION>

                                                                                   From inception on
                                                             Three months ended    June 30, 1992 to
                                                              December 31, 1998    December 31, 1999
                                                             ------------------    -----------------
                                                                 (unaudited)
<S>                                                          <C>                   <C>
CASH FLOWS PROVIDED BY (USED FOR) FINANCING
 ACTIVITIES:
  Proceeds from issuance of common stock                                -          6,769,734
  Proceeds from revolving line of credit                                -             50,000
  Proceeds from loans payable and warrants                        100,000            939,276
  Proceeds from notes payable                                           -          1,705,086
  Proceeds from contracts payable                                       -            127,401
  Cash paid for debt issuance costs                                     -           (210,757)
  Proceeds from loans payable, officer-shareholders                     -             18,689
  Proceeds from exercise of stock options                               -             84,638
  Proceeds from exercise of warrants                                    -              1,074
  Proceeds from shareholders                                            -             11,619
  Repayment of revolving line of credit                                 -            (50,000)
  Repayment of loans payable                                            -           (423,400)
  Repayment of notes payable                                            -            (11,456)
  Repayment of contracts payable                                     (648)          (110,377)
  Repayment from shareholder, net of unpaid interest                9,000             85,745
  Loans to shareholders                                           (17,013)           (97,279)
  Cash paid for offering costs                                          -           (304,528)
  Purchase of treasury stock                                            -            (50,000)
                                                             ------------       ------------

          Net cash provided by financing activities                91,339          8,535,465
                                                             ------------       ------------

NET INCREASE (DECREASE) IN CASH                                     3,851             18,512
CASH, beginning of period                                             205                  -
                                                             ------------       ------------

CASH, end of period                                          $      4,056       $     18,512
                                                             ============       ============

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                                      $      5,000       $  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

                       SIX MONTHS ENDED DECEMBER 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, 1999.

         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 December 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.

         BASIS OF PRESENTATION:

                  For the six months ended December 31, 1999, the Company had
                  negative cash flows from operations of $65,451 and incurred a
                  net loss of $302,691. 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-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; (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 its present
                  operations. 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)

                       SIX MONTHS ENDED DECEMBER 31, 1999

(2)      NON CASH TRANSACTIONS:

         During December 1999 the Company entered into a stipulated judgement to
         settle a lawsuit brought by their landlord for past due rent. The
         stipulated judgement provided for payment of $125,000 in cash and
         20,000 shares of the Company's common stock.

(3)      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 ACTUAL RESULTS OF TOMORROW'S MORNING, INC. (THE "COMPANY")
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 December 31, 1999, the Company had no revenues
and experienced a net loss of $159,645, as compared to no revenues and a net
loss of $165,127 for the three months ended December 31, 1998. For the six
months ended December 31, 1999, revenues were also zero and the Company incurred
a net loss of $302,691, as compared to revenues of $3,144 and a net loss of
$342,851 for the six months ended December 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- 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 DECEMBER 31, 1999 AND 1998. Revenues for the quarter
ended December 31, 1999 were zero, the same as for the three months ended
December 31, 1998. Costs and expenses decreased to $140,110 during the three
months ended December 31, 1999, a 5% change from $148,115 during the quarter
ended December 31, 1998 as the Company continued to cut its operations to a
minimum level.

Total interest expense for the quarter ended December 31, 1999 was $19,686, as
compared to $10,938 for the same three month period in 1998. This increase of
approximately 80% was attributable to increased borrowing to satisfy ongoing
fixed obligations.

For the three months ended December 31, 1999, the Company experienced a net loss
of $159,645, a decrease of approximately 3% from the $165,127 net loss incurred
in the three months ended December 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.

SIX MONTH PERIODS ENDED DECEMBER 31, 1999 AND 1998. Revenues for the six months
ended December 31, 1999 were zero, as compared to $3,144 for the six months
ended December 31, 1998. Costs and expenses decreased to $263,793 during the six
months ended December 31, 1999, a change of 12% from $301,377 during the six
months ended December 31, 1998.

Total interest expense for the six months ended December 31, 1999 was $39,376,
as compared to $31,780 for the same six month period in 1998. This increase of
approximately 23% was attributable to increased borrowing to satisfy existing
fixed obligations.

For the six months ended December 31, 1999, the Company experienced a net loss
of $302,691, a decrease of approximately 12% from the $342,851 net loss incurred
in the six months ended December 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 December 31, 1999, the Company had current assets of $123,402. 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 such funding will be 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 continues 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 long-term
funding efforts will be successful or, if successful, that they will result in a
transaction on terms favorable to the Company or its shareholders. If the
near-term funds described above are obtained, unless long-term funds also become
available, the Company may be required to curtail its future operations, which
would have a material adverse effect on the Company's business, operating
results and financial condition at that time.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.

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.

In June 1998, the United States Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
effective for fiscal years beginning after June 15, 1999. The Company
anticipates that due to its limited use of derivative instruments, the adoption
of SFAS No. 133 will not have a material effect on its financial statements.


                                       9

<PAGE>

                                     PART II

                                OTHER INFORMATION



ITEM 1.   LEGAL PROCEEDINGS

In December 1999, the Company made its final payment to the Internal Revenue
Service with respect to a previously reported claim for back taxes.

On November 24, 1999, the Company settled a previously reported action by its
landlord, Barrington Plaza Partnership, by stipulated judgement. Under the terms
of the parties' agreement, the Company will issue 20,000 shares of its Common
Stock and pay the landlord a total of $125,000 in six payments. All of the
Company's obligations are secured by a lien on certain tangible assets. Under
the terms of the agreement, Adam Linter agreed to continue to personally
guarantee a portion of the obligation.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)      Not applicable.



(b)      Not applicable.



(c)      On December 15, 1999, in return for $50,000 in cash, the Company issued
         to Peter Rettman (i) 500,000 shares of Common Stock and (ii) warrants
         to purchase another 500,000 shares for $0.10 per share until December
         14, 2004. Based on Mr. Rettman's access to Company information and his
         level of investment sophistication, the shares and warrants were issued
         in reliance on the exemption provided in Section 4(2) of the Securities
         Act of 1933 because no public offering was involved.



(d)      Not applicable.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

The Company is in default in its obligations to virtually all of its creditors,
as well as its landlord (although the default to the landlord has recently been
resolved, as described above in "Item 1. Legal Proceedings"). 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, a $250,000 loan
from Michael Fuchs and a $100,000 loan from Wolfgang Struss. Such defaults will
continue until funds are obtained as described in Part I above.



ITEM 5.  OTHER INFORMATION

In October 1999, the Company moved out of its offices at 125 South Barrington
Place, Los Angeles, California due to its continuing inability to pay the
required rent. The Company's executive office has been relocated to another
location in the Los Angeles area where no rent payment is required.


                                       10

<PAGE>


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)      The following Exhibits are attached hereto:



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

               10                      Form of Warrant issued to Peter Rettman

               27                      Financial Data Schedule



(b)      No reports on Form 8-K were filed during the Company's fiscal quarter
         ended December 13, 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
--------------             -----------

         10                Form of Warrant issued to Peter Rettman

         27                Financial Data Schedule


                                       12