U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A


(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
    For Quarterly period ended June 30, 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 No. 0-21534

                             iNTELEFILM Corporation
                             ----------------------
        (Exact name of small business issuer as specified in its charter)

                       Children's Broadcasting Corporation
                       -----------------------------------
                                  (former name)

                   Minnesota                            41-1663712
                   ---------                            ----------
       (State or other jurisdiction of                 (IRS Employer
        incorporation or organization)             Identification Number)

                   5501 Excelsior Blvd., Minneapolis, MN 55416
                   -------------------------------------------
           (Address of principal executive office, including zip code)

                                 (612) 925-8840
                                 --------------
                (Issuer's telephone number, including area code)

    Check whether the issuer: (1) 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 _______

         As of August 10, 1999, there were outstanding 6,249,442 shares of
common stock, $.02 par value, of the registrant.

<PAGE>


INDEX

iNTELEFILM Corporation

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets -- June 30, 1999 and December 31, 1998.

         Consolidated Statements of Operations -- Three and six months ended
         June 30, 1999 and 1998.

         Consolidated Statements of Cash Flows -- Six months ended June 30, 1999
         and 1998.

         Notes to Consolidated Financial Statements -- June 30, 1999.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

<PAGE>


iNTELEFILM Corporation
Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                June 30,      December 31,
                                                                  1999            1998
                                                                Amended
                                                              (unaudited)       (audited)
                                                             ------------     ------------
<S>                                                          <C>              <C>
               ASSETS

Current assets:
      Cash and cash equivalents                              $  6,421,862     $    253,905
      Accounts receivable                                       7,820,492           39,000
          Allowance for doubtful accounts                        (148,039)         (39,000)
      Unbilled accounts receivable                              1,421,035               --
      Accounts receivable - affiliates                            439,483          280,438
      Radio station assets available for sale                          --       11,391,402
      Other accounts receivable                                   976,637          331,527
      Prepaid expenses                                          1,105,294          279,816
      Note receivable                                          15,000,000               --
                                                             ------------     ------------
               Total current assets                            33,036,764       12,537,088

Note receivable                                                        --       15,000,000
Investment in & notes receivable from Harmony                          --        5,421,322
Property and equipment, net                                     2,736,072          120,385
Goodwill, net                                                   6,939,847               --
Deferred debt issue costs                                              --          742,737
Other Assets                                                    1,042,757               --
                                                             ------------     ------------
               Total assets                                  $ 43,755,440     $ 33,821,532
                                                             ============     ============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Accounts payable                                       $  3,588,411     $  2,205,212
      Accounts payable - affiliates                                                363,727
      Accrued interest                                              6,636          143,505
      Accrued income taxes                                      3,297,750          328,000
      Deferred revenue                                          4,813,178        2,675,556
      Other accrued expenses                                    4,629,667        1,227,637
      Line of credit                                            2,837,438          434,974
      Long-term debt - current portion                            433,858       10,665,792
                                                             ------------     ------------
               Total current liabilities                       19,606,938       18,044,403

Long-term debt, less current maturities                           792,151          848,111
                                                             ------------     ------------
               Total liabilities                               20,399,089       18,892,514
                                                             ------------     ------------

Commitments and Contingencies                                          --               --

Redeemable convertible preferred stock                                 --        2,448,486
Minority interest                                               2,700,000               --

Shareholders' equity
      Common stock                                                128,222          129,015
          Authorized shares - 50,000,000
          Issued & outstanding shares - voting: 6,124,001
          1999 and 6,261,701 - 1998
          Issued and outstanding shares - nonvoting:
          189,041 - 1999 and 1998
      Additional paid-in capital                               45,762,716       45,773,584
      Accumulated deficit                                     (25,129,587)     (33,292,504)
      Stock subscriptions receivable                             (105,000)        (129,563)
                                                             ------------     ------------
               Total Shareholders' Equity                      20,656,351       12,480,532
                                                             ------------     ------------

      Total Liabilities & Shareholders' Equity               $ 43,755,440     $ 33,821,532
                                                             ============     ============
</TABLE>

<PAGE>


iNTELEFILM Corporation
Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended                 Six Months Ended
                                                             June 30,                          June 30,
                                                      1999              1998             1999            1998
                                                     Amended                           Amended
                                                --------------------------------  --------------------------------
<S>                                               <C>              <C>              <C>              <C>
Revenues:
      Production contract revenues                $ 23,457,601     $         --     $ 24,619,824     $         --
      Broadcast related revenues                        10,418          603,411           97,320        1,439,406
                                                --------------------------------  --------------------------------
           Total revenues                           23,468,019          603,411       24,717,144        1,439,406
      Cost of Production                            19,557,110               --       20,836,738               --
                                                --------------------------------  --------------------------------
           Gross profit                           $  3,910,909     $    603,411     $  3,880,406     $  1,439,406

Operating expenses:
      Production divisions
           Selling                                     908,017               --        1,081,787               --
           General and administrative                2,115,366               --        2,611,130               --
      Broadcast related expenses                        13,004        1,056,722          193,319        2,341,703
                                                --------------------------------  --------------------------------
Income (loss) from operations before
      corporate, depreciation and amortization         874,522         (453,311)          (5,830)        (902,297)

Stock option compensation                            1,958,250                         1,958,250
Corporate                                              880,560        1,319,842        1,520,655        2,527,568
Depreciation and amortization                          408,197          546,730          557,428        1,093,621
                                                --------------------------------  --------------------------------
Income (loss) from operations                       (2,372,485)      (2,319,883)      (4,042,163)      (4,523,486)

Gain/loss on sale of radio station assets               (7,551)              --       16,537,956               --
Equity loss in Harmony                                      --         (453,956)      (1,118,785)        (926,797)
Interest expense net of interest income                388,715       (1,144,579)        (114,091)      (2,146,984)
                                                --------------------------------  --------------------------------

Net income (loss) before income taxes               (1,991,321)      (3,918,418)      11,262,917       (7,597,267)

Income tax provision                                        --               --       (3,100,000)              --
                                                --------------------------------  --------------------------------

Net income (loss)                                 $ (1,991,321)    $ (3,918,418)    $  8,162,917     $ (7,597,267)
                                                ================================  ================================

Basic net income (loss) per share                 $      (0.31)    $      (0.59)    $       1.26     $      (1.14)
                                                ================================  ================================

Weighted average number of shares outstanding        6,490,000        6,688,000        6,491,000        6,673,000
                                                ================================  ================================
</TABLE>

<PAGE>


iNTELEFILM Corporation
Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                        June 30,
                                                                                 1999             1998
                                                                               Amended
                                                                             ------------     ------------
<S>                                                                          <C>              <C>
Operating activities:
Net income (loss)                                                            $  8,162,917     $ (7,597,267)
Adjustments to reconcile net income (loss) to net
      cash used in operating activities:
           Provision for doubtful accounts                                        109,039         (237,399)
           Depreciation & amortization                                            557,428        1,093,621
           Gain on sale of radio stations                                     (16,537,956)              --
           Net barter activity                                                         --           (8,632)
           Stock option compensation                                            1,958,250               --
           Amortization and write-off of deferred debt issue costs                742,737          363,335
           Equity loss in Harmony                                               1,118,785          926,797
           Non-cash interest payment related to sale of stations                   92,008               --
           Issuance of common stock for payment of interest                            --           79,788
           Decrease (increase) in:
                 Accounts receivable                                           (1,242,197)       1,215,996
                 Other receivables                                               (311,612)           6,430
                 Prepaid expenses                                                (246,169)        (213,692)
           Increase (decrease) in:
                 Accounts payable                                              (3,319,958)        (116,897)
                 Accrued interest                                                  (7,155)          69,573
                 Deferred income                                                3,370,393               --
                 Other accrued expenses                                         2,816,980        3,232,835
                                                                             ------------     ------------
                      Net cash used in operating activities                    (2,736,510)      (1,185,512)
                                                                             ------------     ------------

Investing activities:
      Sale/purchase of property & equipment                                      (860,795)         (52,148)
      Investment in & notes receivable from Harmony                            (2,299,709)      (1,125,000)
      Cash acquired related to Harmony consolidation                            2,084,052               --
      Other capital expendiures                                                (1,471,861)        (156,075)
      Proceeds from sale of radio stations                                     14,034,415               --
                                                                             ------------     ------------
                      Net cash provided by (used in) investing activities      11,486,102       (1,333,223)
                                                                             ------------     ------------

Financing activities:
      Payment of debt                                                            (538,291)        (981,485)
      Proceeds from debt financings                                               645,303        2,817,447
      Redemption of convertible preferred stock                                (2,450,002)              --
      Repurchase of common stock                                                 (260,145)              --
      Proceeds from issuance of common stock                                           --            5,000
      Proceeds from issuance of convertible preferred stock                        21,500        1,864,250
                                                                             ------------     ------------
                      Net cash provided by (used in) financing activities      (2,581,635)       3,705,212
                                                                             ------------     ------------

Increase (decrease) in cash and cash equivalents                                6,167,957        1,186,477
Cash and cash equivalents at beginning of period                                  253,905          545,258
                                                                             ------------     ------------

Cash and cash equivalents at end of period                                   $  6,421,862     $  1,731,735
                                                                             ============     ============
</TABLE>

<PAGE>


iNTELEFILM Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 1999

Note 1     Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310 of
Regulation S-B. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals with the exception of the adjustments discussed in
Note 2) considered necessary for a fair presentation have been included.
Operating results for the three and six-month periods ended June 30, 1999 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Form 10-KSB
for the year ended December 31, 1998.

Additionally, in April 1999, the Company acquired additional shares of Harmony
Holdings, Inc. ("Harmony") (see Note 3). This additional ownership allows the
Company to consolidate Harmony, for financial statement purposes, as of April 1,
1999 rather than accounting for the investment under the equity method as it has
for all previous periods presented.

Note 2     Significant Transactions during 1999

The following significant transactions occurred during 1999 and are considered
non-recurring:

A.       In January and February 1999, the Company advanced Harmony $2.38
         million in cash pursuant to unsecured note receivable agreements which
         bore interest at 10% and are due on demand. Additionally, in February
         1999, all notes with Harmony were amended to provide for interest at
         14%. It is management's belief that 14% reflects the interest rate that
         would be charged to Harmony by other junior and unsecured lenders. In
         June and August 1999, Harmony paid the Company an aggregate of $750,000
         representing approximately $533,000 of principal and $217,000 of
         related interest. Notes outstanding with Harmony aggregated
         approximately $2.52 million as of August 10, 1999. These notes and
         related interest are eliminated for all consolidated periods presented.

B.       In January 1999, the Company closed on the sale of the radio broadcast
         licenses and certain other assets of its radio stations KAHZ(AM),
         Dallas, KIDR(AM), Phoenix, and WJDM(AM), New York, to Radio Unica Corp.
         ("Radio Unica"). The Company received gross proceeds of $29.25 million
         for the stations' assets which had a net book value of approximately
         $11.4 million at the time of the sale. The Company incurred
         approximately $1.5 million of transaction costs including bonuses paid
         to management, employees and Media Management, LLC.

C.       In January 1999, the Company redeemed all of its 606,061 shares of
         Series B Convertible Preferred Stock which were issued in June 1998.
         The preferred stock was redeemed at $4.04 per share, or $2.45 million,
         utilizing a portion of the proceeds from the Radio Unica transaction
         (Note 2B).

D.       In January 1999, the Company entered into an agreement regarding the
         production of a picture titled "True Rights" based on a

<PAGE>


         screenplay written by Meg Thayer. In exchange for providing certain
         financing of the production, the Company received a 33.33% equity
         interest in the screenplay, production of "True Rights" and any other
         material relating thereto. Also, the Company shall receive 30.0% of the
         net proceeds from the distribution and exploitation of "True Rights" in
         all media and all sources worldwide after the Company receives, on a
         parri passu basis with other investors, the sum equal to 125% of its
         respective contribution to the production of "True Rights". The
         Company's financing obligation totaled $126,000 and was paid in full
         during the filming of the project.

E.       In February 1999, the Company incorporated a new subsidiary, Buffalo
         Rome Films, Inc. ("Buffalo Rome"). Buffalo Rome will seek out
         independent film opportunities.

F.       On March 4, 1999, the Company acquired all of the issued and
         outstanding common stock of Chelsea Pictures, Inc. ("Chelsea") for
         consideration totaling approximately $1.14 million, representing
         125,000 shares of common stock with a value of $250,000 and the
         assumption of approximately $885,000 of liabilities net of assets.
         Chelsea is a television commercial production company with principal
         operations in New York. The acquisition has been accounted for as a
         purchase, whereby, all assets purchased and liabilities assumed were
         recorded at their fair market value. Additional consideration for the
         transaction may consist of issuance of up to an aggregate of 75,000
         additional shares of the Company's common stock. Any future issuance is
         dependent on Chelsea meeting certain performance goals, and the value
         of shares issued will be treated as an adjustment to the purchase price
         at the time of issuance.

         The unaudited pro forma results of operations which follow, assume that
         the acquisition of Chelsea had occurred at January 1, 1998. In addition
         to combining the historical results operations of the Company and the
         acquired business, the pro forma calculations include adjustments for
         the estimated effect on the historical results of operations for
         depreciation, interest and issuances of common stock related to the
         business acquisition.

<TABLE>
<CAPTION>
                                      Three Months Ended          Six Months Ended
                                      ------------------          ----------------
                                    6/30/99       6/30/98       6/30/99       6/30/98
                                    -------       -------       -------       -------
<S>                               <C>           <C>           <C>           <C>
         Revenues                 $23,468,019   $ 3,854,984   $26,325,144   $ 7,942,552

         Gross profit               3,910,909       956,610     4,046,680     2,145,805

         Loss from operations      (2,372,485)   (2,318,584)   (4,265,225)   (4,520,889)

         Net income/(loss)         (1,991,321)   (3,910,717)    8,026,602    (7,581,865)
         Net income per share           (0.31)        (0.57)         1.24         (1.12)

         Weighted average number    6,490,000     6,813,000     6,491,000     6,798,000
           of shares outstanding
</TABLE>

         The unaudited pro forma results do not purport to be indicative of the
         results of operations which actually would have resulted had the
         acquisition occurred on January 1, 1998 or of future results of
         operations of the consolidated entities.

G.       In April 1999, the Company's Board of Directors authorized the
         repurchase of up to 500,000 shares of its common stock, representing
         approximately 7.6% of the then outstanding common stock, over a period
         of 12 months. Repurchases have been and will

<PAGE>


         be made in accordance with Exchange Act Rule 10b-18, and will be
         subject to the availability of stock, trading price, market conditions
         and the Company's financial performance. The repurchased shares will be
         canceled and returned to the Company's authorized capital stock. As of
         August 10, 1999 the Company had repurchased an aggregate of 326,300
         shares at prices ranging from $1.63 to $2.00 per share.

H.       In April, May and June 1999, the Company purchased an aggregate of
         456,600 shares of Harmony's common stock at prices ranging from $.94 to
         $1.03 per share. These purchases increased the Company's ownership in
         Harmony to approximately 55.2%. For reporting purposes, the Company has
         prepared consolidated financial statements under the purchase method of
         accounting for the acquisition of a majority interest in a subsidiary.

I.       Effective as of August 1, 1999, the Company purchased the Option and
         Share Transfer Agreement ("Option Agreement") entered into by Harmony
         and the four principal executives (collectively, "Curious Management")
         of Curious Pictures Corporation ("Curious Pictures") dated December 15,
         1996. Under the Option Agreement, Curious Management could earn the
         right to purchase 50% of the outstanding stock of Curious Pictures from
         Harmony upon the achievement of certain specified financial goals.
         Pursuant to the Company's purchase agreement and based on the results
         of operations of Curious Pictures, it was agreed by all parties that
         Curious Management's rights to purchase the 50% equity interest in
         Curious Pictures had fully vested and were exercisable for
         consideration totaling $50. The Company also acquired a 1% equity
         interest in Curious Pictures owned by Curious Management that was
         initially conveyed to Curious Management upon signing the Option
         Agreement. The consideration paid to Curious Management by the Company
         for the aforementioned acquisitions aggregated $3.0 million consisting
         of $1.5 million in cash and a $1.5 million note receivable bearing an
         interest rate of 8%, due May 31, 2000. Additionally, the Company
         granted Curious Management warrants to purchase 300,000 shares of the
         Company's common stock for approximately $1.92 per share.

         Additionally, effective August 1, 1999, the Company acquired 50% of
         Curious Pictures through the exercise of stock options granted under
         the Option Agreement. As a result, the Company owns 51% of the
         outstanding stock of Curious Pictures and Harmony owns 49% of the
         outstanding stock of Curious Pictures.

         In addition, as of January 1, 1999, Curious Pictures entered into new
         five-year employment agreements with each of the four members of
         Curious Management. As part of the compensation to be paid to Curious
         Management, at the end of each employment year, each member of Curious
         Management was granted the right to purchase from Harmony, one share of
         Curious Pictures, representing 1% of the capital stock of Curious
         Pictures. As a result, if all of the members of Curious Management
         exercise all of their new options over the five-year term of their
         employment agreements, the Company will own 51% of the Curious Pictures
         stock, Curious Management will collectively own 20%, and Harmony will
         own the remaining 29%.

         The Company, Harmony, and Curious Management also entered into a Stock
         Agreement effective as of August 1, 1999. Under this agreement, the
         members of Curious Management were granted the right to sell to the
         Company, the shares of Curious Pictures that they earn from Harmony
         (the put right), and the Company obtained the right to purchase such
         shares from Curious Management (the

<PAGE>


         call right). The price to be paid by the Company to Curious Management
         under the put and call rights is $96,774 per share.

Note 3     Investment in Harmony

With the purchase of 456,600 shares of Harmony's common stock (see Note 2H), the
Company holds a majority interest in Harmony through the ownership of 4,139,562
shares of Harmony's common stock. As of August 4, 1999, the Company's investment
represented 55.2% of Harmony's outstanding common stock. Harmony's most recent
fiscal year end was June 30, 1999. Harmony's operations are summarized as
follows for the quarter and fiscal year ended June 30, 1999:

                                            Three Months      *Twelve Months
                                            Ended 3/31/99     Ended 3/31/99
                                            -------------     -------------

                  Contract revenues          $ 18,681,272     $ 66,340,255
                  Cost of production           15,628,596       56,346,654
                                             ------------     ------------

                  Gross profit                  3,052,676        9,993,601
                  Production expenses           2,306,103       10,011,915
                                             ------------     ------------

                  Income/(loss) from
                     productions                  746,573          (18,314)
                  Corporate, depreciation
                     & amortization             2,418,305        4,573,416
                  Restructuring cost &
                     impairment of assets              --        3,357,495

                  Loss from
                     operations                (1,671,732)      (7,949,225)
                  Interest expense               (167,506)        (433,880)
                                             ------------     ------------

                  Loss before
                     income taxes              (1,839,238)      (8,383,105)
                  Income taxes                      1,892           11,493
                                             ------------     ------------

                  Net loss                   $ (1,841,130)    $ (8,394,598)
                                             ------------     ------------

                  * Harmony shut down its Harmony Pictures division during the
                  quarter ended December 31, 1998, resulting in a one-time
                  restructuring cost of $3.36 million.

                  Harmony's results from operations are consolidated in the
         quarter ended June 30, 1999 (see Note 2H). Previous periods are
         accounted for under the equity method.

Note 4     Reclassifications

Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation. These reclassifications have no effect on the
accumulated deficit or net income or loss previously reported.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         This discussion and analysis contains certain forward-looking
terminology such as "believes," "expects," "anticipates," and "intends," or
comparable terminology. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Potential purchasers of the Company's securities are

<PAGE>


cautioned not to place undue reliance on such forward-looking statements which
are qualified in their entirety by the cautions and risks described herein.

General

         The Company currently engages in the television commercial production
and related media business. During 1998, the Company focused on the sale of the
radio stations it had acquired pursuant to its former business strategy. The
last of such were sold on January 14, 1999. In exchange for its radio stations,
the Company obtained approximately $55.0 million in cash and a note receivable
for $15 million, yielding 10% per annum, due April 2000. The Company intends to
reposition itself through additional acquisitions in the television commercial
production industry. The Company believes that the expanded number of television
channels, advances in digital technology and the demand for effective
advertising concepts and efficient delivery of production services create
potential opportunities for the Company in television commercial production.

         Since July 1997, the Company has utilized its resources to increase its
ownership interest in Harmony to 55.2%. Harmony produces television commercials,
music videos and related media. In July 1998 and February 1999, the Company
incorporated two new subsidiaries; Populuxe Pictures, Inc. ("Populuxe"), and
Buffalo Rome. Populuxe is based in New York and currently is comprised of two
directors along with an executive staff. Populuxe produces television
commercials and related media. Buffalo Rome will seek out independent film
opportunities. In January 1999, the Company acquired a 33.3% equity interest in
the screenplay, production of, and any other material relating to the film "True
Rights"(see Note 2D). In March 1999, the Company acquired the stock of Chelsea,
which is based in New York and engages in the production of television
commercials, independent films and related media (see Note 2F). In August 1999,
the Company purchased 51% of the stock of Curious Pictures. Curious Pictures is
a commercial production company and a producer of broadcast television
programming, with studios in New York and San Francisco (see Note 2I).

         In June 1999, the Company began doing business as iNTELEFILM(sm) and
changed its Nasdaq symbol to "FILM". The Company implemented these changes as
part of its repositioning into the commercial production industry.

Results of Operations:

         Three and Six Months ended June 30, 1999 compared to Three and Six
Months ended June 30, 1998.

         During the quarter ended June 30, 1999, the Company's ownership in
Harmony increased to 55.2%. As a result of this majority interest in Harmony,
the Company is required to prepare consolidated financial statements under the
purchase method of accounting for the acquisition of a majority interest in a
subsidiary. Harmony's results from operations are consolidated in the quarter
ended June 30, 1999 (see Note 2H). Previous periods are accounted for under the
equity method.

         The Company's total revenues increased $22,865,000 from $603,000 in the
second quarter of 1998 to $23,468,000 in the second quarter of 1999. During in
the first half of 1999, revenues increased $23,278,000 over the same period in
1998. Of this

<PAGE>


increase, $19,041,000 was produced by Harmony. Chelsea and Populuxe, two of the
Company's new production companies, provided $4,416,000 of revenue during the
second quarter of 1999 and a total of $5,561,000 of revenues during the first
half of 1999, while the remaining revenues were related to the broadcasting
entities the Company held until mid-January 1999. Populuxe is a start-up company
which is building a new base of talent and directors with which to produce
revenues. Management believes that revenues will increase over time as this base
becomes fully developed. The Company began operating Chelsea in March 1999.
Chelsea currently has a base of talent and directors from which to draw, but
intends to continue to build that base to increase revenues.

         Cost of production is directly related to revenues and includes all
direct costs incurred in connection with the production of television
commercials including film, crews, location fees and commercial directors' fees.
Cost of production as a percentage of production contract revenues was 83%
during the second quarter of 1999 and 85% during the first half of 1999.
Management believes the cost of production as a percentage of revenues will
decrease as the production companies retain more directors and these directors
become more established.

         Selling expenses consist of sales commissions, advertising and
promotional expenses, travel and other expenses incurred in the securing of
television commercial contracts. Harmony's selling expenses for the second
quarter were $822,000 while selling expenses at Chelsea and Populuxe were
$86,000 and $123,000 for the three and six months ended June 30, 1999
respectively.

         General and administrative expenses at the production companies consist
of overhead costs such as office rent and expenses, executive, general and
administrative payroll, and related items. Harmony's general and administrative
expenses were $1,658,000 during the second quarter of 1999, while these expenses
were $457,000 and $720,000 at Chelsea and Populuxe for the three and six months
ended June 30, 1999 respectively.

         Expenses related to the Company's broadcasting entities held until
mid-January 1999 were $13,000 and $193,000 for the three and six months ended
June 30, 1999 respectively. These expenses decreased $1,044,000 during the
second quarter of 1999 compared to the second quarter of 1998 while they
decreased 2,148,000 during the first half of 1999 compared to the first half of
1998. These expenses decreased as the radio stations were sold and the network
discontinued producing programming.

         Stock option compensation was $1,958,000 for the three and six months
ended June 30, 1999. $50,000 of this expense was related to options granted to
the Company's directors, while the remaining $1,908,000 was Harmony's stock
option compensation expense relative to the value of the Option Agreement which
the Company purchased from Curious Management effective August 1, 1999 (see Note
2I).

         Corporate charges decreased $439,000 during the second quarter of 1999
from $1,320,000 in the second quarter of 1998 to $881,000. During the first half
of 1999, these expenses decreased $1,007,000 as compared to the same period in
1998. This decrease is attributable in part to a decrease in legal, accounting,
and outside service fees which were elevated in 1998 due to the activity related
to the sale of the radio stations. Additionally, during the first half of 1999,
there was a decrease in litigation

<PAGE>


expenses of $1,362,000 as the trial against ABC/Disney was concluded in the last
quarter of 1998. A less costly appeals process continues at this time. Corporate
charges of $436,000 during the first half of 1999 are attributable to Harmony.

         Depreciation and amortization decreased $139,000 in the second quarter
of 1999 compared to the second quarter of 1998, and decreased $536,000 in the
first half of 1999 compared to the first half of 1998. Depreciation and
amortization related to Harmony during the first half of 1999 is $197,000. The
decrease in depreciation and amortization is a result of the Company's sale of
its radio stations. The Company reported $225,000 of amortization expense in the
second quarter of 1999 related to the excess of the excess of the investment
cost over the value of the underlying net assets (goodwill) of Harmony. Prior to
the Company obtaining a majority interest in Harmony, this expense was reported
as a portion of the equity loss in Harmony.

         A net gain of $16,538,000 was realized in the first half of 1999 from
the sale of three of the Company's radio stations to Radio Unica.

         Interest expense net of interest income for the first half of 1999 was
$114,000, a decrease of $2,033,000 compared to the same period in 1998, as a
result of the payoff of the Foothill debt and all but $981,000 of the Company's
other debt in January 1999. Interest expense was offset primarily by the
$750,000 interest earned from the $15.0 million note receivable due from CRN in
April 2000.

         A tax provision of $3,100,000 was recorded in the first quarter of
1999. This represents approximately $700,000 of federal income tax and
$2,400,000 of state taxes estimated to be due as a result of the sale of the
radio stations.

         Net loss of $1,991,000 was realized in the second quarter of 1999
compared to a net loss of $3,918,000 in the second quarter of 1998. The loss in
the second quarter of 1999 was due primarily to the $1,908,000 stock option
compensation expense recognized at the Curious Pictures production company of
Harmony, due to the revaluation of the Option Agreement referred to in Note 2I.
Net income of $8,163,000 was realized during the first half of 1999 compared to
a net loss of $7,597,000 in the first half of 1998. This increase of $15,760,000
is due primarily to the sale of the radio stations and the reduction of those
stations' operating losses.

Liquidity and Capital Resources

         The Company's liquidity, as measured by its working capital, was
$13,430,000 at June 30, 1999 compared to a deficit of $5,507,000 at December 31,
1998. This increase in working capital is due to the sale of three radio
stations to Radio Unica, the payoff of related debt, and the reclassification of
the note receivable from CRN to a current asset.

         In January 1999, the Company closed on the sale of the radio broadcast
licenses and certain other assets of its radio stations KAHZ(AM), Dallas,
KIDR(AM), Phoenix, and WJDM(AM), New York, to Radio Unica. The Company received
gross proceeds of $29.25 million for the stations' assets which had a net book
value of approximately $11.4 million at the time of the sale. The Company
recognized approximately $1.5 million in transaction costs including bonuses
paid to management, employees and Media

<PAGE>


Management, LLC, recorded a tax provision of $3.1 million, and paid off all but
$981,000 of its remaining debt.

         Utilizing the proceeds from the Radio Unica transaction, the Company
redeemed 606,061 shares of Series B Convertible Preferred Stock which were
issued in June 1998. An aggregate of $2.45 million was used to redeem this stock
at $4.04 per share.

         In January and February 1999, the Company advanced Harmony $2,375,000
in cash pursuant to unsecured note receivable agreements which are due on demand
and bear an interest rate of 14%. In June and August 1999, Harmony repaid
approximately $533,000 of principal as well as the related interest (see Note
2A). As of August 4, 1999, the Company had note receivable agreements with
Harmony totaling approximately $2.52 million. These notes and the related
interest are eliminated in the consolidation of Harmony with the Company for
periods after April 1, 1999. In April, May and June 1999, the Company purchased
an aggregate of 456,600 shares of Harmony's common stock. This purchase
increased the Company's ownership in Harmony to 55.2% (see Note 2H and Note 3).

         In March 1999, the Company acquired all of the issued and outstanding
common stock of Chelsea for consideration totaling approximately $1,135,000,
representing 125,000 shares of common stock with a value of $250,000 and the
assumption of approximately $885,000 of liabilities net of assets. Additional
consideration for the transaction may consist of issuance of up to an aggregate
of 75,000 additional shares of the Company's common stock. Any future issuance
is dependent on Chelsea meeting certain performance goals, and the value of
shares issued will be treated as an adjustment to the purchase price at the time
of issuance. Of the assumed liabilities, the Company placed $605,000 in an
escrow account to be used to pay the directors working on jobs in production at
the time of the transaction. As of August 10, 1999, director fees of
approximately $353,000 have been paid from that escrow account.

         In April 1999, the Company's Board of Directors authorized the
repurchase of up to 500,000 additional shares of its common stock. As of August
4, 1999, the Company has repurchased an aggregate of 326,300 shares of common
stock at prices ranging from $1.63 to $2.00 per share (see Note 2G).

         Effective August 1, 1999, the Company purchased 51% of Curious
Pictures, a commercial production company, from Curious Management for $1.5
million in cash and $1.5 million pursuant to a promissory note bearing 8%
interest, due May 31, 2000. Curious Pictures was a subsidiary of Harmony, which
now owns 49% of Curious Pictures (see Note 2I).

         The Company intends, either directly or through Harmony, to further
expand its television commercial production business and holdings through
acquisitions of commercial production companies in an effort to increase its
commercial production director pool. The Company believes that it can
substantially increase gross revenues, and ultimately profits, through the
acquisition of private production companies. The Company intends to build on
Harmony's expertise and established reputation for quality to consolidate
additional commercial production companies, enabling the resulting entity to
realize benefits from economies of scale, centralization of accounting,
marketing and sales functions, and the ability to receive more competitive rates
from support service providers.

<PAGE>


         The Company believes it has adequate capital to continue this new
acquisition strategy and business plan over the course of the next 12 months.
The Company believes that a number of potential acquisitions similar in nature
to its acquisition of Chelsea exist. However, should a potential acquisition be
greater than the Company's current cash sources, the Company may need to obtain
additional financing. If the Company is not able to obtain adequate financing,
or financing on acceptable terms, it could possibly cause a delay in the
implementation of its full business plan until such time it is able to collect
on its $15.0 million note receivable due from CRN in April 2000. If for any
reason there is a delay in collecting on the CRN note, the Company may be forced
to slow the pace of or discontinue its future acquisitions or other projects. In
the interim, the Company has begun to execute the initial phase of its business
plan to acquire production companies through the acquisition of Chelsea in March
1999, and the acquisition of 51% of Curious Pictures in August 1999. There can
be no assurance that the Company will consummate any additional acquisition or
that any acquisition, if consummated, will ultimately be advantageous or
profitable for the Company.

         Consolidated cash was $6,4228,000 at June 30, 1999 and $254,000 at
December 31, 1998, an increase of $6,168,000.

         Cash used in operating activities during the six months ended June 30,
1999 was $2,737,000 and the operating cash flows reflected are net of account
increases occurring as a result of acquisitions. Accounts receivable at June 30,
1999 increased $1,242,000 from December 31, 1998, other receivables at June 30,
1999 increased $312,000, and prepaid expenses at June 30, 1999 increased
$246,000 from December 31, 1998. Accounts payable at June 30, 1999 decreased
$3,320,000 from December 31, 1998, accrued interest at June 30, 1999 decreased
$7,000, other accrued expenses at June 30, 1999 increased $2,817,000 from
December 31, 1998, and deferred income increased $3,370,000 during the same
period.

         During the six months ended June 30, 1999, net cash obtained through
investing activities was $11,486,000 and was provided primarily by the sale of
the radio stations to Radio Unica net of proceed utilized for the direct payment
of outstanding debt. As of June 30, 1999, advances made to Harmony under note
receivable agreements were $2,729,000. Proceeds from the sale of radio stations
totaled $14,034,000, net of advance payments received prior to December 31,
1998.

         Cash used in financing activities amounted to $2,582,000 during the six
months ended June 30, 1999. This represents the redemption of the convertible
preferred stock for $2,450,000 and the cash used to repay debt.

Year 2000 Readiness Disclosure

         The term "Year 2000" is used to describe general problems that may
result from improper processing of dates and date-sensitive calculations by
computers or other machinery as the year 2000 is approached and reached. This
problem stems from the fact that many of the world's computer hardware and
software applications have historically used only the last two digits to refer
to a year. As a result, many of these computer programs do not or will not
properly recognize a year that begins with "20" instead of the familiar "19". If
not corrected, this could result in a system failure or miscalculations which
may cause

<PAGE>


disruptions in operations, including among other things, a temporary inability
to process transactions, send invoices, or engage in similar business
activities.

State of Readiness

         To operate its business, the Company relies on certain information
technology ("IT") and non-technology systems, including its payroll, accounts
payable, banking and general ledger systems. The Company does not maintain any
proprietary IT systems and has not made any modifications to any of the IT
systems provided to it by outside vendors. The Company has used an outside IT
consultant to assess the readiness of its hardware and software. This assessment
has been completed and it is anticipated that the remediation needed to bring
the Company's systems into compliance will be completed by October 31, 1999. As
part of this remediation process, the Company replaced its voice-mail system
during the second quarter of 1999 at a cost of approximately $8,000.

         The Company also relies upon certain suppliers and service providers,
over which it can assert little control. The Company has contacted critical
suppliers and service providers to assess the readiness of such parties and to
determine the extent to which the Company may be vulnerable to such parties'
failure to resolve their own Year 2000 issues. To date, ongoing communications
with these parties have not brought to our attention any material non-compliant
issues.

Costs to Address Year 2000 Issues

         The Company anticipates that it may incur up to approximately $32,000
in additional costs to bring its remaining systems into Year 2000 compliance.
Based on the results of the Company's assessment, the Company believes that any
future expenses that may be incurred will not have a material adverse effect on
the Company's business, operating results or financial condition.

Risks of Year 2000 Issues

         The Company recognizes that Year 2000 issues constitute a material
known uncertainty. The Company also recognizes the importance of ensuring that
Year 2000 issues will not adversely affect its operations. The Company believes
that the processes described above will be effective to manage the risks
associated with the problem. However, there can be no assurance that the
processes can be completed on the timetable described above or that remediation
will be fully effective. The failure to identify and remediate Year 2000 issues,
or the failure of key vendors, suppliers and service providers or other critical
third parties who do business with the Company to timely remediate their Year
2000 issues could cause an interruption in the business operations of the
Company. At this time, however, the Company does not possess information
necessary to estimate the overall potential financial impact of Year 2000
compliance issues.

         Specific risks the Company may face with regard to Year 2000 issues may
include the inability of the Company's suppliers and service providers to be
Year 2000 ready which could result in television commercial production delay and
may affect the Company's business. The most likely worst case scenario for the
Company is that it would be temporarily unable to produce television commercials
due to disruptions in the functioning of

<PAGE>


its production equipment. The failure to produce television commercials would
result in reduced revenues and cash flows for the Company during the period of
disruption.

Contingency Plans

         The Company recognizes the need for Year 2000 contingency plans in the
event that remediation is not fully successful or that remediation efforts of
its suppliers are not timely completed. Contingency plans for Year 2000 related
interruptions are being finalized.

Seasonality and Inflation

         In the past, the Company's revenues generally followed retail sales
trends, with the fall season, September through December, reflecting the highest
revenues for the year, due primarily to back-to-school and holiday season retail
advertising, and the first quarter reflecting the lowest revenues for the year.
Presently, the Company has not determined the impact of seasonality on its
future revenues. The Company does not believe inflation has affected the results
of its operations, and does not anticipate that inflation will have an impact on
its future operations.

<PAGE>


                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on October 11, 1999.

                                       iNTELEFILM Corporation


                                       BY:    /s/ James G. Gilbertson
                                              ----------------------------------
                                              James G. Gilbertson
                                       ITS:   Chief Operating Officer and
                                              Chief Financial Officer