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 June 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 June 30, 1999 was 25,175,796

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)
<TABLE>
<S>                                                                                       <C>

                                                                                             JUNE 30,
                                                                                               1999

                                     ASSETS
                                    --------


CURRENT ASSETS
     Cash                                                                                    $     54
     Accounts receivable - trade, net of allowance for doubtful
       accounts of $34                                                                             30
     Other receivables                                                                             15
     Inventory                                                                                    229
     Prepaid expenses and other                                                                   114
                                                                                             --------

          Total current assets                                                                    442

     Property and equipment, net                                                                  233
     Deposits                                                                                      37
                                                                                             --------

     TOTAL ASSETS                                                                            $    712
                                                                                             ========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ------------------------------------------------

CURRENT LIABILITIES
     Note payable - related parties                                                          $    110
     Note payable                                                                                  74
     Demand notes                                                                               1,950
     Convertible debentures                                                                     9,540
     Account payable                                                                            1,314
     Accrued liabilities                                                                        2,063
     Liabilities in excess of assets of discontinued operations                                    63
                                                                                             --------

          Total current liabilities                                                          $ 15,114
                                                                                             --------
STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock, $.001 par value, 150,000 shares authorized
      25,176 shares issued and outstanding                                                         25
     Warrants                                                                                   2,121
     Additional paid-in capital                                                                23,224
     Deficit accumulated during development stage                                             (39,772)
                                                                                             --------
         Total stockholders' equity (deficit)                                                 (14,402)
                                                                                             --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                         $    712
                                                                                             ========
</TABLE>

See accompanying notes to these condensed 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>
<S>                                                 <C>             <C>           <C>           <C>             <C>

                                                                                                                     MARCH 3, 1993
                                                        THREE MONTHS ENDED             SIX MONTHS ENDED             (INCEPTION) TO
                                                             JUNE 30,                       JUNE 30,                    JUNE 30,
                                                    -------------------------       -----------------------       -----------------
                                                        1998             1999           1998           1999                1999
                                                    --------         --------       --------       --------            --------
REVENUES                                            $      -         $     61       $     40       $     97            $    354
COSTS AND EXPENSES                                  --------         --------       --------       --------            --------
  Cost of goods sold                                       5               50             22             79                 200
  Research and development                             1,342              367          2,765            736              11,003
  Selling, general and administrative                  2,611              884          4,626          1,629              17,737
  Impairment loss on property and equipment              937                -            937              -                 937
                                                    --------         --------       --------       --------            --------
    Total costs and expenses                           4,895            1,301          8,350          2,444              29,877
                                                    --------         --------       --------       --------            --------
OPERATING LOSS                                        (4,895)          (1,240)        (8,310)        (2,347)            (29,523)
                                                    --------         --------       --------       --------            --------
OTHER INCOME AND EXPENSE
  Interest expense, net of interest (income)           2,473            1,217          3,449          1,876               7,844
  Debt conversion expense                                261                -            261              -                 261
                                                    --------         --------       --------       --------            --------
    Total other (income) expense                       2,734            1,217          3,710          1,876               8,105
                                                    --------         --------       --------       --------            --------
Loss from continuing operations before income tax
  expense, discontinued operations, and
  extraordinary item                                  (7,629)          (2,457)       (12,020)        (4,223)            (37,628)

Income tax expense                                         -                -              2              2                   8
                                                    --------         --------       --------       --------            --------
Loss from continuing operations                       (7,629)          (2,457)       (12,022)        (4,225)            (37,636)
                                                    --------         --------       --------       --------            --------
Loss on disposal of discontinued operation                 -                -          1,155              -               1,155
Loss from operations of discontinued operation, net
  of income tax expense                                  176                -            400              -               1,161
                                                    --------         --------       --------       --------            --------
Loss from discontinued operations                        176                -          1,555              -               2,316
                                                    --------         --------       --------       --------            --------
Net loss before extraordinary item                    (7,805)          (2,457)       (13,577)        (4,225)            (39,952)
                                                    --------         --------       --------       --------            --------
Extraordinary item:  Gain on extinguishment of
  liabilities, net of income tax expense                   -               57              -            180                 180
                                                    --------         --------       --------       --------            --------
Net loss                                            $ (7,805)        $ (2,400)      $(13,577)      $ (4,045)           $(39,772)
                                                    ========         ========       ========       ========            ========
Basic and diluted net loss per common share
  Continuing operations                             $  (0.35)        $  (0.10)      $  (0.57)      $  (0.17)
  Discontinued operations                              (0.01)               -          (0.08)
  Extraordinary item                                       -                -              -           0.01
                                                    --------         --------       --------       --------
  Basic and diluted net loss per common share       $  (0.36)        $  (0.10)      $  (0.65)      $  (0.16)
                                                    ========         ========       ========       ========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                                           21,501           24,970         21,034         25,003
                                                    ========         ========       ========       ========
</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>
<S>                                                         <C>             <C>          <C>

                                                                                         MARCH 3, 1993
                                                                SIX MONTHS ENDED        (INCEPTION) TO
                                                                      JUNE 30,              JUNE 30,
                                                             ----------------------    -----------------
                                                                 1998          1999             1999
                                                             --------      --------         --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss from continuing operations                       $(12,022)     $ (4,225)       $(37,636)
   Adjustments to reconcile net loss from continuing
      operations to net cash used in operating activities:
      Depreciation and amortization                               202            76             804
      Amortization of discount on long-term debt                2,574                         2,346
      Gain on extinguishment of liabilities                         -           180             180
      Impairment loss on property and equipment                   937             -             937
      Interest related to beneficial conversion features
         of notes payable and long-term liabilities               247         1,058           3,357
      Compensation recognized upon issuance of stock
         and stock options                                        560            18           5,788
      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
   Changes in operating assets and liabilities:
      Cash - restricted                                             8             -               -
      Accounts receivable                                         (30)          (22)            (30)
      Other receivables                                           (11)           63             (15)
      Inventory                                                     -          (229)           (229)
      Prepaid and other expenses                                  151          (112)           (114)
      Deposits                                                     49             -             (37)
      Accounts payable                                          1,792          (407)          1,725
      Accrued liabilities                                         820           798           2,649
                                                             --------      --------        --------
      Net cash used in operating activities from continuing
         operations                                            (4,394)       (2,802)        (18,282)
                                                             --------      --------        --------
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                                                   78             -              63
                                                             --------      --------        --------
Net cash used in operating activities from discontinued
   operations                                                    (303)            -          (1,106)
                                                             --------      --------        --------

                                         (continued)
</TABLE>


<PAGE>5


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

                                                                                         MARCH 3, 1993
                                                                SIX MONTHS ENDED        (INCEPTION) TO
                                                                      JUNE 30,              JUNE 30,
                                                             ----------------------    -----------------
                                                                 1998          1999             1999
                                                             --------      --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash received in acquisition of Sierra Vista                    -              -            2,917
   Advance to related party                                        -              -             (140)
   Cost incurred for organization of joint venture                 -              -              (68)
   Purchases of property and equipment                           (997)           (5)          (2,195)
   Proceeds from sale of asset                                     -              -                3
                                                             --------      --------         --------
      Net cash provided by (used in) investing activities        (997)           (5)             517
                                                             --------      --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sale of common stock                               -             -            2,898
   Proceeds from notes payable                                    778         2,065            6,931
   Net proceeds from sale of debenture with detachable
      warrants                                                  1,992           750            9,359
   Principal payments on notes payable                              -           (66)            (341)
   Proceeds from settlement of litigation regarding stock           -            78               78
                                                             --------      --------         --------
      Net cash provided by financing activities                 2,770         2,827           18,925
                                                             --------      --------         --------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                 (2,924)           20               54

CASH AND CASH EQUIVALENTS, beginning of period                  4,149            34                -
                                                             --------      --------         --------
CASH AND CASH EQUIVALENTS, end of period                     $  1,225      $     54         $     54
                                                             ========      ========         ========
 See accompanying notes to these condensed consolidated financial statements.

</TABLE>


<PAGE>6



                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
              Notes to Condensed Consolidated Financial Statements
                                  June 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 June 30, 1999,  results of operations  for the
three and six months ended June 30, 1998 and 1999, and the period from inception
(March 3, 1993) to June 30,  1999,  and the cash flows for the six months  ended
June 30, 1998 and 1999,  and the period from  inception  (March 3, 1993) to June
30, 1999.  The results for the period ended June 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 June  30,  1999,  consisted  of
accounts payable and accrued expenses of approximately $63,000.

Sierra Vista has never generated any revenues.

Note 3 - Subsequent Event

On July 14, 1999, the Company borrowed  $500,000 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 250,000
shares  of  Common  Stock at $.55 per  share to the note  holder,  and five year
warrants to purchase up to 100,000  shares of Common  Stock at $.44 per share to
two finders.



<PAGE>7

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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  risks  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  Considerations"  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  were  approximately  $61,000  and  $97,000 for the three and six month
periods ended June 30, 1999, as compared to  approximately  zero and $40,000 for
the same  periods in 1998.  Revenue  in 1999 was from the sale of the  Company's
standard transmission and authoring products,  mostly to resellers for their use
as  demonstration  units.  Revenue  in 1998 was from the sale of  pre-production
boards and systems.

Cost of goods sold

Cost of goods sold increased from approximately $5,000 and $22,000 for the three
and six month periods ended June 30, 1998 to  approximately  $50,000 and $79,000
for the same periods in 1999. The product  margins for all periods  presented in
these statements are not necessarily  indicative of those that the Company might
experience at such time, if any, that standard  products  begin to be shipped in
full- production quantities for installation by end-users.

Research and development

Research and  development  expense  declined from  approximately  $1,342,000 and
$2,765,000  in  the  three  and  six  month  periods  ended  June  30,  1998  to
approximately  $367,000 and  $736,000 in the same periods in 1999.  In June 1998
management took a number of steps to greatly reduce the Company's expenses which
included  the  layoff  of  approximately   half  of  the  Company's   employees,
termination of a number of product  development  efforts,  and  concentration on
those  products  deemed most  valuable  and closest to market.  All  significant
research and development  expense categories  decreased sharply between 1998 and
1999,  with  the  largest  declines  in  payroll  costs,   consulting   charges,
depreciation, and supplies.

Selling, general and administrative

Selling,   general  and  administrative   expense  declined  from  approximately
$4,626,000 in the six months ended June 30, 1998, to approximately $1,629,000 in
the same period in 1999, a reduction  of about 65%. For the quarters  ended June
30, 1998 and 1999,  selling,  general and administrative  expense declined about
66%, from approximately  $2,611,000 to approximately  $884,000.  These decreases
resulted  from the  Company's  expense  reductions  taken in June  1998 and were
reflected  in  all  major  expense  categories  including  payroll,   legal  and
accounting, consulting, travel, and trade shows.


<PAGE>8

Impairment loss on property and equipment

In June 1998, the management of the Company decided to terminate the single chip
encoder product and to focus the Company's research and development efforts into
projects with more  immediate  prospects for revenues.  Certain  portions of the
Company's  property and equipment were specific to the chip development  project
and with the termination of the project, this property and equipment was written
down to its realizable  value.  The amount of this write-down was  approximately
$937,000. There was no similar loss experienced in the three- month period ended
June 30, 1999.

Interest expense, net of interest income

Interest expense was approximately  $1,217,000 in the second quarter of 1999. Of
this, approximately $814,000 was imputed from the warrants issued in conjunction
with demand  notes  issued in the  quarter,  approximately  $214,000  related to
penalties   accrued  for  failure  to  register  common  stock   underlying  the
convertible feature in the convertible debentures and the balance related to the
stated interest on the Company's debentures and notes.

The decline from interest expense of approximately  $2,473,000 recognized in the
same  quarter  of  1998  relates   principally  to  amortization  of  beneficial
conversion feature and deferred offering costs which approximated  $1,463,000 in
the second quarter of 1998, but was not present in the same quarter of 1999. The
difference between the interest expense of approximately  $3,449,000  recognized
in the first six  months of 1998 and of  approximately  $1,876,000  for the same
period of 1999 relates mostly to the same factor.


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

Loss from continuing operations decreased from approximately  $12,022,000 in the
six months ended June 30, 1998, to approximately  $4,225,000 for the same period
in 1999 and from  approximately  $7,629,000  in the  second  quarter  of 1998 to
approximately  $2,457,000 in the second quarter of 1999. These decreases reflect
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

During  the  first  half  of  1999,  the  Company  was  able to  settle  certain
outstanding trade payables and other liabilities at discounts. The net amount of
the debt  relieved was  approximately  $57,000 and $180,000 in the three and six
month periods ended June 30, 1999.

Liquidity and Capital Resources

Since  inception,  the Company has funded its operations  primarily  through the
sale of stock and  placement of debt.  On June 30, 1999,  the Company had a cash
balance of approximately  $54,000 and a working capital deficit of approximately
$14,672,000.  This  compares  with cash of  approximately  $34,000 and a working
capital deficit of approximately  $11,851,000 at December 31, 1998. The decrease
in working  capital  results  from the loss for the first  half of 1999,  net of
imputed interest expense charged to warrants and to additional  paid-in capital.



<PAGE>9



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 July 1999,  the Company  borrowed a total of $2,450,000  from
the investor who had purchased the majority of the  Debentures  evidenced in the
form of five 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 and 250,000 shares at $.55 per share.

In conjunction  with the sale of the Debentures in January 1999 and of the notes
in March  through  July 1999,  the  Company  issued  warrants  to purchase up to
640,000  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 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.

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


<PAGE>10


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 July 16, 1999,  three of these collection
actions  seeking  to  collect  a total  of  approximately  $62,000  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.

A special meeting of the shareholders of InnovaCom, Inc. (the "Corporation") was
convened at Santa Clara, California, on June 11, 1999.

The  stockholders  approved  a  proposal  to amend  the  Company's  Articles  of
Incorporation  to  increase  the  authorized  number of  shares of Common  Stock
available  for issuance  from Fifty  Million  (50,000,000)  to One Hundred Fifty
Million (150,000,000). The proposal received the following votes:

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

           For                   Against                  Abstain             Broker Non-Vote
       13,867,057                655,913                  111,635                    0

</TABLE>

The  stockholders  defeated  a  proposal  to amend  the  Company's  Articles  of
Incorporation  to  authorize  and  create  Ten  Million  (10,000,000)  shares of
Preferred Stock. The proposal received the following votes:

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

          For                    Against                  Abstain             Broker Non-Vote
       5,328,867                 855,223                  87,623                 8,362,843

</TABLE>


<PAGE>11



The  stockholders  defeated a proposal to adopt the 1999 Stock Option Plan.  The
proposal received the following votes:

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

          For                    Against                  Abstain             Broker Non-Vote
       5,029,210                 791,309                  451,243                8,362,843

</TABLE>

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 June 30, 1999 the average price at
which these convertible  debentures could be converted into the Company's Common
Stock was  approximately  $.23 per share.  If these two  investors had exercised
their conversion rights at that time they would have owned  approximately 64% 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 June 30, 1999.

Item 6.  Exhibits and Reports on Form 8-K

        (a)    Exhibits.

               10.32  $75,000 January 14, 1999 7% Debenture

               10.33  $600,000 Secured Promissory Note dated March 3, 1999

               10.34  $600,000 Secured Promissory Note dated April 9, 1999

               10.35  $450,000 Secured Promissory Note dated May 7, 1999

               10.36  $300,000 Secured Promissory Note dated June 17, 1999

               10.37  Eighth Amended and Restated Security Agreement

               27.1   Financial Data Schedule

        (b)    Reports on Form 8-K

               None


<PAGE>16



                                          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:  July 30, 1999                    /s/ FRANK J. ALIOTO
                                        ----------------------------------------
                                        Frank J. Alioto, President and
                                        Chief Executive Officer


Date:  July 30, 1999                    /s/ STANTON CREASEY
                                        ----------------------------------------
                                        Stanton Creasey, Chief Financial Officer