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


                                   FORM 10-QSB

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 for the quarterly period ended September 30, 1999

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 for the transition period from _______ to _______

     Commission file number   0-23505


                                 INNOVACOM, INC.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                        88-0308568
(State or other jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)

                               3400 Garrett Drive
                              Santa Clara, CA 94054
               (Address of principal executive offices) (Zip Code)

                                 (408) 727-2447
                           (Issuer's telephone number)


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 [ ]

Number of shares  of common  stock  outstanding  as of  September  30,  1999 was
25,181,796

Transitional Small Business disclosure format
        Yes  [  ]           No  [X]


<PAGE>2

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                    (In thousands, except per share amounts)
                                   (Unaudited)


                                                                   SEPTEMBER 30,
                                                                        1999
                                                                   -------------
                                ASSETS
                                ------
CURRENT ASSETS
   Cash                                                               $     146
   Accounts receivable - trade, net of allowance for
      doubtful accounts of $0                                                22
   Other receivables                                                         12
   Inventory                                                                357
   Prepaid expenses and other                                                94
                                                                      ---------
      Total current assets                                                  631

Property and equipment, net                                                 174
Deposits                                                                     37
                                                                      ---------
TOTAL ASSETS                                                          $     842
                                                                      =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Note payable - related parties                                     $     105
   Note payable                                                              42
   Demand notes                                                           3,200
   Convertible debentures                                                 9,540
   Accounts payable                                                       1,296
   Accrued liabilities                                                    2,556
   Liabilities in excess of assets of discontinued operations                63
                                                                      ---------
      Total current liabilities                                          16,802
                                                                      ---------
STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, $.001 par value, 150,000 shares authorized,
      25,182 shares issued and outstanding                                   25
   Warrants                                                               2,297
   Additional paid-in capital                                            23,239
   Deficit accumulated during development stage                         (41,521)
                                                                      ---------
      Total stockholders' equity (deficit)                              (15,960)
                                                                      ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  $     842
                                                                      =========

See accompanying notes to these condensed consolidated financial statements.


<PAGE>3

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                                            MARCH 3, 1993
                                                       THREE MONTHS ENDED          NINE MONTHS ENDED       (INCEPTION) TO
                                                          SEPTEMBER 30,              SEPTEMBER 30,          SEPTEMBER 30,
                                                       -------------------         -----------------       --------------
                                                       1998           1999         1998          1999           1999
                                                       ----           ----         ----          ----           ----

<S>                                                 <C>            <C>         <C>            <C>            <C>
REVENUES                                            $       37     $      75   $        77    $      172     $      429
                                                    ----------     ---------   -----------    ----------     ----------
COSTS AND EXPENSES
  Cost of goods sold                                        99            57           121           136            257
  Research and development                                 421           359         3,186         1,095         11,594
  Selling, general and administrative                      888           780         5,514         2,409         18,658
  Impairment loss on property and equipment                  -             -           937             -            937
                                                    ----------     ---------   -----------    ----------     ----------
    Total costs and expenses                             1,408         1,196         9,758         3,640         31,446
                                                    ----------     ---------   -----------    ----------     ----------
OPERATING LOSS                                          (1,371)       (1,121)       (9,681)       (3,468)       (31,017)
                                                    ----------     ---------   -----------    ----------     ----------
OTHER INCOME AND EXPENSE
  Interest expense, net of interest income                 612           655         4,061         2,531          8,499
  Debt conversion expense                                    -             -           261             -            261
  Other expense                                              -             -             -             -              -
                                                    ----------     ---------   -----------    ----------     ----------
    Total other expense                                    612           655         4,322         2,531          8,760
                                                    ----------     ---------   -----------    ----------     ----------
Loss from continuing operations before income tax
  expense, discontinued operations, and
  extraordinary item                                    (1,983)       (1,776)      (14,003)       (5,999)       (39,777)
Income tax expense                                           -             -             2             2              8
                                                    ----------     ---------   -----------    ----------     ----------
Loss from continuing operations                         (1,983)       (1,776)      (14,005)       (6,001)       (39,785)
                                                    ----------     ---------   -----------    ----------     ----------
Loss on disposal of discontinued operation                   -             -         1,155             -          1,155
Loss from operations of discontinued operation, net
  of income tax expense                                      -             -           400             -          1,161
                                                    ----------     ---------   -----------    ----------     ----------
Loss from discontinued operations                            -             -         1,555             -          2,316
                                                    ----------     ---------   -----------    ----------     ----------
Net loss before extraordinary item                      (1,983)       (1,776)      (15,560)       (6,001)       (42,101)
                                                    ----------     ---------   -----------    ----------     ----------
Extraordinary item:  Gain on extinguishment of
  Liabilities, net of income tax expense                   373            27           373           207            580
                                                    ----------     ---------   -----------    ----------     ----------
Net Loss                                            $   (1,610)    $  (1,749)  $   (15,187)   $   (5,794)    $  (41,521)
                                                    ==========     =========   ===========    ==========     ==========
Basic and diluted net loss per common share
  Continuing operations                             $    (0.08)    $   (0.07)  $     (0.63)   $    (0.24)
  Discontinued operations                                                            (0.07)            -
  Extraordinary item                                      0.02             -          0.02          0.01
                                                    ----------     ---------   -----------    ----------
  Basic and diluted net loss per common share       $    (0.06)    $   (0.07)  $     (0.68)   $    (0.23)
                                                    ==========     =========   ===========    ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING           24,894        25,181        22,335        25,063
                                                    ==========     =========   ===========    ==========
</TABLE>


See accompanying notes to these condensed consolidated financial statements.


<PAGE>4

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                          MARCH 3, 1993
                                                                          NINE MONTHS ENDED              (INCEPTION) TO
                                                                            SEPTEMBER 30,                 SEPTEMBER 30,
                                                                          -----------------              --------------
                                                                       1998               1999                1999
                                                                       ----               ----                ----
<S>                                                              <C>                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss from continuing operations                             $    (14,005)     $     (6,001)        $    (39,785)
   Adjustments to reconcile net loss from continuing
      operations to net cash used in operating activities:
      Depreciation and amortization                                         244               111                  840
      Provision for uncollectable account receivable                          -                 4                    4
      Amortization of discount on long-term debt                          2,346                 -                2,346
      Gain on extinguishment of liabilities                                 373               207                  580
      Impairment loss on property and equipment                             937                 -                  937
      Interest related to beneficial conversion features
         of notes payable and long-term liabilities                         832             1,234                3,532
      Compensation recognized upon issuance of stock
         and stock options                                                  550                31                5,801
      Shares canceled from default judgment                                   -                 -                 (250)
      Expense recognized upon issuance of stock for
         conversion incentive                                               261                 -                  261
      Contribution of product license                                         -                 -                1,275
      Purchased incomplete research and development                           -                 -                  500
      Write-off acquisition costs                                            68                 -                   68
      Write-off related party receivable                                      -                 -                  140
      Loss on disposal of assets                                              -                28                   28
   Changes in operating assets and liabilities:
      Cash - restricted                                                       8                 -                    -
      Accounts receivable                                                   (31)              (13)                 (22)
      Other receivables                                                       -               (12)                 (12)
      Inventory                                                               -              (357)                (357)
      Prepaid and other expenses                                             88               (13)                 (94)
      Deposits                                                               53                 -                  (37)
      Accounts payable                                                    1,520              (537)               1,596
      Accrued liabilities                                                   841             1,402                3,253
                                                                   ------------      ------------         ------------
      Net cash used in operating activities from
         continuing operations                                           (5,915)           (3,916)             (19,396)
                                                                   ------------      ------------         ------------
Net loss from discontinued operations                                    (1,555)                -               (2,316)
   Loss from disposal of assets                                              49                 -                   49
   Write down of film rights and film cost inventory                        277                 -                  250
   Write down of goodwill                                                   848                 -                  848
   Change in liabilities in excess of assets of
     discontinued operations                                                 54                 -                   63
                                                                   ------------      ------------         ------------
Net cash used in operating activities from
   discontinued operations                                                 (327)                -               (1,106)
                                                                   ------------      ------------         ------------
</TABLE>

                                   (continued)

<PAGE>5

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
                                   (continued)


<TABLE>
<CAPTION>
                                                                                                          MARCH 3, 1993
                                                                          NINE MONTHS ENDED              (INCEPTION) TO
                                                                            SEPTEMBER 30,                 SEPTEMBER 30,
                                                                          -----------------              --------------
                                                                       1998               1999                1999
                                                                       ----               ----                ----
<S>                                                              <C>                <C>                  <C>

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash received in acquisition of Sierra Vista                               -                 -                2,917
   Advance to related party                                                   -                (4)                (144)
   Cost incurred for organization of joint venture                            -                 -                  (68)
   Purchases of property and equipment                                   (1,015)              (10)              (2,200)
   Proceeds from sale of asset                                                -                 1                    4
                                                                   ------------      ------------         ------------
      Net cash provided by (used in) investing activities                (1,015)              (13)                 509
                                                                   ------------      ------------         ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Exercise of stock options                                                  -                 1                    1
   Proceeds from sale of common stock                                         -                 -                2,898
   Proceeds from notes payable                                              778             3,315                8,181
   Net proceeds from sale of debenture with detachable
     detachable warrants                                                  2,500               750                9,358
   Principal payments on notes payable                                     (145)             (103)                (377)
   Proceeds from settlement of litigation regarding stock                     -                78                   78
                                                                   ------------      ------------         ------------
      Net cash provided by financing activities                           3,133             4,041               20,139
                                                                   ------------      ------------         ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     (4,124)              112                  146

CASH AND CASH EQUIVALENTS, beginning of period                            4,149                34                    -

CASH AND CASH EQUIVALENTS, end of period                           $         25      $        146         $        146
                                                                   ============      ============         ============

</TABLE>


 See accompanying notes to these condensed consolidated financial statements.


<PAGE>6

                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
              Notes to Condensed Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)


Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial  statements.  For  further  information,  refer  to the
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-KSB for the fiscal year ended December 31, 1998.

In the opinion of management,  the unaudited  condensed  consolidated  financial
statements  contain all adjustments  considered  necessary to present fairly the
Company's  financial  position at September 30, 1999,  results of operations for
the three and nine months ended September 30, 1998 and 1999, and the period from
inception (March 3, 1993) to September 30, 1999, and the cash flows for the nine
months ended  September 30, 1998 and 1999, and the period from inception  (March
3, 1993) to September 30, 1999.  The results for the period ended  September 30,
1999,  are not  necessarily  indicative  of the results to be  expected  for the
entire fiscal year ending December 31, 1999.

These   unaudited   condensed    consolidated   financial   statements   reflect
reclassifications  of certain amounts in prior periods to be consistent with the
presentation of the current period. Such  reclassifications had no effect on net
loss.

Note 2 - Discontinued Operation

On June 15, 1998 (measurement date), the Company's Board of Directors decided to
discontinue the operations of Sierra Vista Entertainment, Inc. ("Sierra Vista"),
its  wholly-owned   subsidiary  and  entertainment   segment  of  the  business.
Accordingly,  Sierra Vista is accounted for as a  discontinued  operation in the
accompanying condensed consolidated financial statements.

The  liabilities  in  excess  of net  assets of  Sierra  Vista  included  in the
accompanying  consolidated  balance sheet as of September 30, 1999, consisted of
accounts payable and accrued expenses of approximately $63,000.

Sierra Vista has never generated any revenues.

Note 3 - Subsequent Events

On October 1, 1999, the Company  borrowed  $375,000 from an investor in the form
of a note. The note bears  interest at 13% and is due on demand.  In conjunction
with this note,  the Company issued five year warrants to purchase up to 187,500
shares  of  Common  Stock at $.30 per  share to the note  holder,  and five year
warrants to purchase  up to 75,000  shares of Common  Stock at $.17 per share to
two brokers.

<PAGE>7


On November 12, 1999 the Company  settled its  litigation  with its former stock
transfer  agency.  Under the terms of the  settlement,  the Company will receive
$175,000 in December 1999 and up to an  additional  $400,000 over the next eight
years, subject to certain reductions or charges.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

With the exception of historical facts stated herein,  the matters  discussed in
this  report  are  "forward   looking"   statements   that  involve   risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from  operations of the Company.  Factors that could cause
actual  results to differ  materially  include,  in  addition  to other  factors
identified  in this  report,  lack of  revenues,  substantial  losses,  need for
additional  capital  and  limited  operating  history,  and other  risk  factors
detailed in the Company's  Securities and Exchange  Commission  ("SEC")  filings
including the risk factors set forth in the Company's  Registration Statement on
Form SB-2,  SEC File No.  333-45875 and "Certain  Consideration"  section in the
Company's  Form 10-KSB for the year ended  December  31,  1998.  Readers of this
report are cautioned not to put undue reliance on "forward  looking"  statements
which  are,  by  their  nature,  uncertain  as  reliable  indicators  of  future
performance.  The Company  disclaims any intent or obligation to publicly update
these  "forward  looking"  statements,  whether as a result of new  information,
future events, or otherwise.

Revenues

Revenues  for the three  months  ended  September  30,  1998 were  approximately
$37,000  as  compared  to  approximately  $75,000  for the same  period in 1999.
Revenues for the nine months ended September 30, 1998 were approximately $77,000
as compared to  approximately  $172,000 for the same period in 1999. The revenue
in both periods in 1999 reflects the completion of the Company's  development of
certain of its TransPeg transmission  products, and the first shipments of these
products to  customers.  Revenue  increased in both periods in 1999  relative to
1998 as the Company's products began to win initial market acceptance.

Cost of goods sold

Cost of sales decreased from approximately  $99,000 in the third quarter of 1998
to approximately  $57,000 in the same period of 1999. Cost of sales in the three
months ended September 30, 1998, included significant expense for reserves taken
against materials purchased, but not yet shipped or removed from inventory. Cost
of goods sales in 1999 does not include comparable  expense.  Cost of goods sold
was  approximately  $121,000  in the first nine  months of 1998 as  compared  to
approximately  $136,000 in the same period of 1999.  This increase is due to the
increased  volume of shipments in 1999  relative to 1998  partially  offset by a
reduction in expense for inventory reserves taken in 1998. The costs of sales as
a proportion of sales  experienced  in the periods shown in 1998 and 1999 do not
necessarily predict the costs of sales that the Company might experience at such
time, if any, that production level products begin to ship in normal  production
volumes.

Research and development

Research and development  expense  declined from  approximately  $421,000 in the
three-month  period ended September 30, 1998 to  approximately  $359,000 for the
same period in 1999.  This decline was due primarily to reduced  consulting  and
payroll costs in 1999 relative to 1998.  Research and development expense in the
nine-month  period ended  September  30, 1998 was  approximately  $3,186,000  as
compared  to  approximately  $1,095,000  for  the  same  period  of  1999.  This
difference in most part reflects the actions taken by management in June 1998 to

<PAGE>8

terminate  development work on the single chip encoder, and to focus development
work on a relatively few products that management believed were close to market.
Management's   actions  decreased   essentially  all  aspects  of  research  and
development  expense including payroll,  outside  consultants,  and purchases of
materials and supplies.

Selling, general and administrative

Selling,  general and administrative expenses were approximately $888,000 in the
third quarter of 1998 as compared to approximately  $780,000 for the same period
in 1999.  This  reduction  was a result of  modest  reductions  in a variety  of
expenses  in  response  to  management's  continuing  efforts  to reduce  costs.
Selling,  general  and  administrative  expenses  decreased  from  approximately
$5,514,000 in the first three  quarters of 1998 to  approximately  $2,409,000 in
the same period of 1999. This decrease is due primarily to the substantial  cuts
made in the Company's operations in June of 1998.

Interest expense, net of interest income

Interest expense,  net of interest income increased from approximately  $612,000
in the quarter  ended  September 30, 1998 to  approximately  655,000 in the same
quarter in 1999.  Interest expense attributed to beneficial  conversion features
of newly issued debt declined  from 1998 to 1999,  but this was more than offset
by increases in stated interest on outstanding debt, and by penalties attributed
for failure to register the stock underlying the convertible debt outstanding.

Interest expense, net of interest income decreased from approximately $4,061,000
in the nine-month period ended September 30, 1998 to approximately $2,531,000 in
the same period in 1999. Most of this decrease  relates to a decline in interest
expense attributed to beneficial conversion features in newly issued debt.

Loss  from  continuing  operations  before  income  tax  expense,   discontinued
operations, and extraordinary item

Loss from continuing  operations decreased from approximately  $1,983,000 in the
third quarter of 1998 to  approximately  $1,776,000 in the third quarter of 1999
and from approximately  $14,003,000 in the nine months ended September 30, 1998,
to  approximately  $5,999,000  for the same period in 1999. The decrease in loss
from in the third quarter of 1998 to 1999 is related principally to Management's
continuing efforts to control and reduce costs. The decrease in the loss between
the  nine-months  periods  ended  September 30, 1998 and 1999 reflects the steps
taken in June 1998 to reduce  headcount  and  other  expenses,  and to focus the
Company on a limited  number of specific  products or projects  that  management
deemed closest to market.

Extraordinary item

Starting in the third  quarter of 1998 the  Company  has been able to  negotiate
settlements of some of its  liabilities at discounted  rates.  The amounts shown
are the  discounts  realized  by the Company in the  settlements  reached in the
various periods shown.

Liquidity and Capital Resources

Through September 30, 1999, the Company funded its operations  primarily through
the sale of stock and placement of debt. On September 30, 1999,  the Company had
a  cash balance  of approximately  $146,000  and  a  working  capital deficit of

<PAGE>9

of approximately  $16,171,000.  This compares with cash of approximately $34,000
and a working capital deficit of approximately $11,851,000 at December 31, 1998.
The increase in working capital deficit is primarily due to the operating losses
of the Company,  partially  offset by imputed  interest  charged to warrants and
additional paid-in capital in the equity section of the balance sheet.

On January 15, 1999, the Company issued Convertible  Debentures in the aggregate
principal amount of $750,000.  The Debentures  accrue interest at the rate of 7%
per annum and are  convertible  into shares of the  Company's  Common Stock at a
conversion  price equal to the lesser of (i) 125% of the five-day  average share
price at the time of  issuance  and (ii) 80% for  conversions  prior to 120 days
after  issuance,  77.5% for  conversions  120-150 days after  issuance,  and 75%
thereafter. The Debentures have a term of five years, expiring January 15, 2004,
and are secured by all of the assets of the Company.  As part of the issuance of
the Debentures,  the Company issued to the Debenture holders five-year  warrants
to purchase up to 187,500 shares of Common Stock at $.50 per share.

From March through October 1999, the Company borrowed a total of $3,575,000 from
the investor who had purchased the majority of the  Debentures  evidenced in the
form of eight notes.  The notes bear  interest at 13% and are due on demand.  In
conjunction  with this funding,  the Company issued the holder of the notes five
year  warrants to purchase up to  1,000,000  shares of Common  Stock at $.60 per
share, 250,000 shares at $.55 per share, and 562,500 shares at $.30 per share.

In conjunction  with the sale of the Debentures in January 1999 and of the notes
in March through  October 1999,  the Company  issued  warrants to purchase up to
865,000  shares of the  Company's  common stock at prices  ranging from $0.11 to
$0.84 per share to two finders.

Management projects that the Company will not be able to internally generate the
cash  that  will be  required  to fund  the  its  operations  and to pay off the
liabilities  incurred  in  prior  periods  for at  least  the  balance  of 1999.
Accordingly,  the  Company  will  require  additional  funding  to  finance  its
operations. Since December 1997, the Company has financed its operations through
the issuance of convertible  debentures and demand notes to two investment funds
that are  affiliated  with each other,  but no assurance can be given that these
investors  will  continue to provide  funds to the Company.  In this event,  the
Company will need to secure additional  financing from alternative  sources. The
Company is already actively pursuing  alternative funding sources.  There can be
no assurance that additional funding will be available on terms favorable to the
Company.

Impact of the Year 2000 Issue

The Year 2000 Issue is the result of computer  programs  being written using two
digits rather than four to define the applicable year. Any of the Company's,  or
its  suppliers'  and  customers'  computer  programs  that  have  date-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  system  failures  or   miscalculations   causing
disruptions of operations  including,  among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

The Company's operations are now based on software applications that the Company
believes to be Year 2000  compliant.  This included recent purchase of Year 2000
compliant  versions of software for its computer,  security,  and communications
systems, as necessary.  The Company has not yet identified any Year 2000 problem
but will  continue to monitor the issues.  No  assurances  can be given that the
Year 2000 problem will not occur with respect to the Company's computer systems.

<PAGE>10


The Company believes that its products are Year 2000 compliant.  The Company has
initiated  communications with significant  suppliers to determine the extent to
which  those  third  parties'  failure to remedy  Year 2000  issues in their own
operation or in their products might materially effect the Company's  operations
or products. The Company has not received any indication from its suppliers that
the Year 2000 Issue may materially  effect their ability to conduct  business or
supply Year 2000  compliant  products to the Company.  In addition,  the Company
continues  to test its products  and the third party  software it purchases  for
Year 2000 compliance.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company  has a number of overdue  accounts  payable to vendors.  A number of
these vendors have filed suit against the Company to enforce collection. To date
the Company has been able to reach  accommodation  with the creditors on most of
these  collection  actions,  but as of October 31, 1999, two of these collection
actions  seeking  to  collect  a total  of  approximately  $40,000  had not been
settled.  There can be no  assurance  that the  suits  that have been or will be
filed,  or the terms  that  might be  reached  for  settlement  will not  create
material hardship to the Company in the future.  Management anticipates that the
number  of  such  suits  might  increase  over  time  as  the  Company's  unpaid
obligations  age  further if more  vendors  conclude  that  legal  action is the
prudent course to pursue for collection.

Item 2.  Changes in Securities and Use of Proceeds. - Not Applicable

Item 3.  Defaults Upon Senior Securities.

The Company was not in compliance  with certain  covenants of the December 1997,
June 1998,  August  1998,  and January  1999  Debenture  and Warrant  agreements
including,  but not limited to,  payment of  interest,  timely  registration  of
common stock underlying debt conversion rights, and common stock trading volume.
Consequently,  these  debentures  have been  classified  as current  debt in the
Company's financial statements.

Item 4.  Submission of Matters to a Vote of Security Holders. - Not Applicable

Item 5.  Other Information.

To provide for working  capital since  December  1997, the Company has issued an
aggregate  face value of  $9,750,000 of  convertible  debentures to two investor
funds that are  affiliated  with each other.  At September  30, 1999 the average
price  at  which  these  convertible  debentures  could  be  converted  into the
Company's Common Stock was approximately  $.13 per share. If these two investors
had  exercised  their  conversion  rights  at that time they  would  have  owned
approximately  75% of the outstanding  Common Stock of the Company,  giving them
effective  control  of the  Company.  Because  the price at which  most of these
convertible  debentures  can be converted  into common stock  changes in concert
with  movements in the market price of the Company's  common  stock,  the actual
percentage of control that these two funds might acquire at any given time could
be greater or less than the figure determined as of September 30, 1999.

Effective  on November  15,  1999,  Stanton  Creasey,  the  Company's  CFO and a
director of the Company, resigned his positions with the Company. Also effective
on that date,  the  Company  engaged  James  Casey as its new CFO.  Mr.  Creasey
remains available to assist in the transition.

<PAGE>11

Item 6.  Exhibits and Reports on Form 8-K

        (a)    Exhibits.


<PAGE>12
                                   SIGNATURES

In accordance with 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, thereunto duly authorized.

                                            INNOVACOM, INC.
                                             (Registrant)



Date:  November 15, 1999                    FRANK J. ALIOTO
                                      --------------------------------------
                                      Frank J. Alioto, President and
                                      Chief Executive Officer


Date:  November 15, 1999                     STANTON CREASEY
                                      --------------------------------------
                                      Stanton Creasey, Chief Financial Officer