<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, 2001

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 March 31, 2001: 5,574,122

Transitional Small Business Disclosure Format (CHECK ONE) : Yes [ ] No [X]


                                        1

<PAGE>
<TABLE>

                                                PART I
                                         FINANCIAL INFORMATION

                                       TOMORROW'S MORNING, INC.
                                   (A Development Stage Enterprise)

                                             Balance Sheet
                                            March 31, 2001
<CAPTION>

                                                ASSETS

<S>                                                                      <C>                <C>
CURRENT ASSETS:
Cash and cash equivalents                                                $       845
Software development costs                                                    54,076
Prepaid expenses and other current assets                                      3,995
--------------------------------------------------------------------------------------------------------
Total current assets                                                                        $    58,916

OTHER ASSETS:
Fixed assets, net of accumulated depreciation of $110,344                     32,353
--------------------------------------------------------------------------------------------------------
Total other assets                                                                               32,353

--------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                                $    91,269
========================================================================================================

                                 LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses                                    $ 2,431,268
Contracts payable                                                             17,025
Loans payable - officer-shareholder                                           17,988
Loans payable, related parties                                               592,420
--------------------------------------------------------------------------------------------------------
Total current liabilities                                                                   $ 3,058,701

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, 5,619,122 shares issued and outstanding.                    13,099,736
Deficit accumulated during development stage                             (16,067,168)
--------------------------------------------------------------------------------------------------------
Total shareholders' deficit                                                                  (2,967,432)

--------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                                 $    91,269
========================================================================================================
</TABLE>

                                                      2
<PAGE>
<TABLE>

                                                    TOMORROW'S MORNING, INC.
                                                (A Development Stage Enterprise)

                                                    Statements of Operations
<CAPTION>


                                                Nine months                          Three months             From inception on
                                   --------------------------------------------------------------------------- June 30, 1992 to
                                     March 31, 2001     March 31, 2000     March 31, 2001    March 31, 2000     March 31, 2001
                                   -----------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                <C>               <C>              <C>
Revenue:
Subscriptions                           $        -         $        -         $        -        $        -       $     552,845

Editorial, Production and
   Distribution Cost                             -                  -                  -                 -           3,313,352

-------------------------------------------------------------------------------------------------------------------------------
Gross Margin                                     -                  -                  -                 -          (2,760,507)

Operating expenses                         234,971            422,422             91,296           171,678           9,830,005

Research and development                         -                  -                  -                 -             840,376

-------------------------------------------------------------------------------------------------------------------------------
Loss from operations                      (234,971)          (422,422)           (91,296)         (171,678)        (13,430,888)

Noncash Option Compensation and
  Consulting Fees                                -                  -                  -                 -          (2,026,204)
Legal settlement                                 -                  -                  -                 -             (30,000)
Depreciation                               (19,515)           (19,575)            (6,505)           (6,525)           (110,345)
Other expenses, net                              -                  -                  -                 -             (20,091)
Interest expense                           (52,814)           (59,062)           (16,564)          (19,686)           (513,678)
Interest income                                  -                630                  -               151              69,638
-------------------------------------------------------------------------------------------------------------------------------
Loss before income taxes                  (307,300)          (500,429)        $ (114,365)       $ (197,738)        (16,061,568)

Income taxes                                     -                  -                  -                 -              (5,600)

-------------------------------------------------------------------------------------------------------------------------------
 Net loss                               $ (307,300)        $ (500,429)        $ (114,365)       $ (197,738)      $ (16,067,168)
===============================================================================================================================
Net loss per share
    basic and diluted                   $    (0.06)        $    (0.13)        $    (0.02)       $    (0.05)
===========================================================================================================

Weighted Average Shares
  Outstanding, basic and diluted         5,147,701          3,798,488          5,255,266         4,179,220
===========================================================================================================
</TABLE>

                                                           3
<PAGE>
<TABLE>

                                                      TOMORROW'S MORNING, INC.
                                                  (A Development Stage Enterprise)

                                                      Statements of Cash Flows
<CAPTION>


                                                             Nine months                      Three months         From inception on
                                                   ---------------------------------------------------------------- June 30, 1992 to
                                                   March 31, 2001   March 31, 2000   March 31, 2001  March 31, 2000  March 31, 2001
                                                   ---------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>           <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:

Net loss                                                $(307,300)      $(500,429)      $ (114,365)     $ (197,738)   $ (16,067,168)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
     Depreciation                                          19,515          19,575            6,505           6,525          110,345
     Amortization of debt issuance costs                        -               -                -               -          138,168
     Amortization of loans payable discount                     -           9,370                -           3,122           31,249
     Non-cash litigation settlement                             -           2,000                -           2,000           32,000
     Non-cash compensation                                      -          50,000                -          50,000        4,693,481
     Non-cash payment for services rendered                     -           1,719                -           1,719          135,469

CHANGES IN OPERATING ASSETS AND LIABILITIES:
  (Increase) Decrease in Assets:
     Accounts receivable                                        -               -                -               -              445
     Prepaid expenses                                           -             848                -             848           43,790
     Software development costs                           (25,000)              -                -               -          (53,939)
     Deposits                                                   -          32,772                -          32,772            9,405

  Increase (Decrease) in Liabilities:
     Accounts payable and accrued expenses                227,083         229,932           74,021          11,905          946,379
     Deferred revenue                                           -               -                -               -        1,459,238
------------------------------------------------------------------------------------------------------------------------------------
Net cash used by operating activities                     (85,702)       (154,213)         (33,839)        (88,847)      (8,521,138)
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS USED FOR INVESTING ACTIVITIES:                       -               -                -               -         (142,697)
------------------------------------------------------------------------------------------------------------------------------------
     Acquisition of fixed assets                                -               -                -               -         (142,697)
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES
     Proceeds from issuance of common stock                55,000          70,000            5,000          50,000        6,824,734
     Proceeds from revolving line of credit                     -               -                -               -           50,000
     Proceeds from loans payable and warrants                   -          30,000                -               -          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 exercise of stock options                    -               -                -               -           84,638
     Proceeds from exercise of warrants                         -          50,000                -          50,000           51,074
     Proceeds from shareholders                            27,115               -            4,620               -           38,734
     Repayment of line of credit                                -               -                -               -          (50,000)
     Repayment from shareholder net of unpaid interest          -          15,176                -               -           85,333
     Repayments of loans payable                                -               -                -         (18,689)        (423,400)
     Repayment of notes payable                                 -               -                -               -          (11,456)
     Repayment of contracts payable                             -               -                -               -         (110,377)
     Loans payable - shareholders                               -               -                -               -          (96,952)
     Loans to shareholders                                  2,933         (10,697)               -         (10,697)          (9,126)
     Cash paid for offering costs                               -               -                -               -         (304,528)
     Purchase of treasury stock                                 -               -                -                          (50,000)

------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                  85,048         154,479           34,620          70,614        8,664,680
------------------------------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and equivalents              (654)            266              781         (18,233)             845

Cash and equivalents, beginning of period                   1,499              13               64          18,512                -

------------------------------------------------------------------------------------------------------------------------------------
Cash and equivalents, end of period                     $     845       $     279       $      845      $      279    $         845
====================================================================================================================================

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                                 $       -       $  50,000       $        -      $   50,000    $   2,103,093
====================================================================================================================================

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

                                                           4
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                        NINE MONTHS ENDED MARCH 31, 2001


(1)      BASIS OF PRESENTATION


         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, 2000.

         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, 2000, 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, 2001, the Company had
                  negative cash flows from operations of $60,702 and incurred a
                  net loss of $307,300. 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.

                                       5
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                        NINE MONTHS ENDED MARCH 31, 2001


(2)      SIGNIFICANT TRANSACTIONS:

                  In January 2001, the Company issued 50,000 shares of its
                  Common Stock for consideration of $5,000. In March 2001, the
                  Company issued 428,750 shares of its Common Stock for
                  consideration of $50,000.


(3)      SUBSEQUENT EVENTS:

                  In April 2001, the Company issued 71,250 shares of its Common
                  Stock for consideration of $10,000.

                  In April 2001, the Company converted a loan payable to a
                  related party, in the amount of $100,000 plus accrued
                  interest, into 400,000 shares of the Company's Common Stock.

                                       6
<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 March 31, 2001, the Company had no revenues and
experienced a net loss of $114,365, as compared to no revenues and a net loss of
$197,738 for the three months ended March 31, 2000. For the nine months ended
March 31, 2001, the Company also had no revenues and experienced a net loss of
$307,300, as compared to no revenues and a net loss of $500,429 for the nine
months ended March 31, 2000. The Company continues to sustain substantial
losses, which 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
Company's newspaper (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, 2001 AND 2000. Revenues for the quarter
ended March 31, 2001 were zero, the same as for the three months ended March 31,
2000. Costs and expenses decreased to $97,801 during the three months ended
March 31, 2001, an approximately 45% change from $178,203 during the quarter
ended March 31, 2000, as the Company continued to reduce its operations to a
minimum level.

Total interest expense for the quarter ended March 31, 2001 was $16,564, as
compared to $19,686 for the same three month period in 2000. This lack of a
material change was attributable to the Company maintaining its borrowing at
fixed levels.

For the three months ended March 31, 2001, the Company experienced a net loss of
$114,365, a decrease of approximately 42% from the $197,738 net loss incurred in
the three months ended March 31, 2000. The decrease in net loss was due to the
factors described above with respect to costs and operating expenses.

NINE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000. Revenues for the nine months
ended March 31, 2001 were zero, the same as for the nine months ended March 31,
2000. Costs and expenses decreased to $254,486 during the nine months ended
March 31, 2001, an approximately 42% change from $441,997 during the nine months
ended March 31, 2000, as the Company continued to reduce its operations to a
minimum level.

Total interest expense for the nine months ended March 31, 2001 was $52,814, as
compared to $59,062 for the same nine month period in 2000. This lack of a
material change was attributable to the Company maintaining its borrowing at
fixed levels.

For the nine months ended March 31, 2001, the Company experienced a net loss of
$307,300, a decrease of approximately 39% from the $500,429 net loss incurred in
the nine months ended March 31, 2000. The decrease in net loss was due to the
factors described above with respect to costs and operating expenses.

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, 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.

                                       7
<PAGE>

As of March 31, 2001, the Company had current assets of $33,916. As a result of
its lack of working capital, the Company continues to be unable to meet its
financial obligations to its lenders and other creditors, including its former
landlord and the vendor which had printed the Newspaper. In order to resume its
proposed business activities, the Company must immediately raise approximately
$500,000 to $1 million 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. 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.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133, as
amended by SFAS No. 137, is effective for fiscal years beginning after June 15,
2000. SFAS No. 133 requires the Company to recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. It further
provides criteria for derivative instruments to be designated as fair value,
cash flow and foreign currency hedges and establishes respective accounting
standards for reporting changes in the fair value of the derivative instruments.
Upon adoption, the Company will be required to adjust hedging instruments to
fair value in the balance sheet and recognize the offsetting gains or losses as
adjustments to be reported in net income or other comprehensive income, as
appropriate. The Company does not expect the adoption will be material to the
Company's financial position or results of operations since the Company does not
believe it participates in such activities.

In December 1999, the Securities and Exchange Commission (the Commission) issued
Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements,
which is to be applied beginning with the fourth fiscal quarter of fiscal years
beginning after December 15, 1999, to provide guidance related to recognizing
revenue in circumstances in which no specific authoritative literature exists.
The Company is reviewing the application of the Staff Accounting Bulletin to the
Company's financial statements, however, any potential accounting changes are
not expected to result in a material change in the amount of revenues the
Company ultimately expects to realize.

In March 2000, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 44 interpretation 44), "Accounting for Certain Transactions
Involving Stock Compensation". Interpretation 44 provides criteria for the
recognition of compensation expense in certain stock-based compensation
arrangements that are accounted for under APB Opinion No. 25, Accounting for
Stock-Based Compensation. Interpretation 44 is effective July 1, 2000, with
certain provisions that are effective retroactively to December 15, 1998 and
January 12, 2000. Interpretation 44 is not expected to have an impact on the
Company's financial statements.

                                       8
<PAGE>

                                     PART II

                                OTHER INFORMATION



Item 1.   Legal Proceedings

Other than legal proceedings which have previously been reported in the
Company's reports on Form 10-KSB and Form 10-QSB, to the knowledge of
management, there is no pending litigation by or against the Company.

Item 2.  Changes in Securities and Use of Proceeds

(a)      Not applicable.

(b)      Not applicable.

(c)      In January 2001, in return for $5,000 in cash, the Company issued
         50,000 shares of Common Stock to Randy and Renee Fields. Based on the
         investors' access to Company information and their level of investment
         sophistication, the shares were issued in reliance on the exemption
         provided in Section 4(2) of the Securities Act of 1933 because no
         public offering was involved.

         In March 2001, in return for $25,000 in cash, the Company issued
         178,750 shares of Common Stock to Lawrence Solomon. Based on Mr.
         Solomon's access to Company information and his level of investment
         sophistication, the shares were issued in reliance on the exemption
         provided in Section 4(2) of the Securities Act of 1933 because no
         public offering was involved.

         In March 2001, in return for $25,000 in cash, the Company issued
         250,000 shares of Common Stock to Gary Goldstein. Based on Mr.
         Goldstein's access to Company information and his level of investment
         sophistication, the shares 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.
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)      No Exhibits are attached hereto.


(b) No reports on Form 8-K were filed during the Company's fiscal quarter ended
March 31, 2001.

                                       9
<PAGE>

                                   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: June 14, 2001                   By: /s/ ADAM LINTER
                                           -------------------------------------
                                           Adam Linter, President and Treasurer

                                       10