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 March 31, 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 May 14, 1999 was 25,035,796

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)
                                   (Unaudited)

<TABLE>
<S>                                                                                  <C>
                                                                                         March 31,
                                                                                           1999
                                                                                        ---------
                                         ASSETS
                                        --------

CURRENT ASSETS
    Cash                                                                               $       69
    Accounts receivable - trade, net of allowance for doubtful
       accounts of $34                                                                         18
    Inventory                                                                                 136
    Prepaid expenses and other                                                                 91
                                                                                        ---------

       Total current assets                                                                   314

Property and equipment, net                                                                   271
Deposits                                                                                       37
                                                                                        ---------
TOTAL ASSETS                                                                           $      622
                                                                                        =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Note payable - related parties                                                     $      120
    Demand note                                                                               600
    Convertible debentures                                                                  9,540
    Accounts payable                                                                        1,466
    Accrued liabilities                                                                     1,653
    Liabilities in excess of assets of discontinued operations                                 63
                                                                                        ---------

       Total current liabilities                                                           13,442
                                                                                        ---------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.001 par value, 50,000 shares authorized,
       25,036 shares issued and outstanding                                                    25
    Warrants                                                                                1,348
    Additional paid-in capital                                                             23,179
    Deficit accumulated during development stage                                          (37,372)
                                                                                        ----------
       Total stockholders' equity (deficit)                                               (12,820)
                                                                                        ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                   $      622
                                                                                        ==========

See accompanying notes to these condensed consolidated financial statements.

</TABLE>

<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>
                                                                                                         MARCH 3, 1993
                                                                             THREE MONTHS ENDED          (INCEPTION) TO
                                                                                  MARCH 31,                 MARCH 31,

                                                                              1998          1999              1999
                                                                              ----          ----              ----

REVENUES                                                                 $      45      $      36          $      293
                                                                          ----------    ----------          ----------
COSTS AND EXPENSES
   Cost of goods sold                                                           22            167                 558
   Research and development                                                  1,423            369              10,636
   Selling, general and administrative                                       2,015            607              16,445
   Impairment loss on property and equipment                                     -              -                 937
                                                                          ----------    ----------          ----------
     Total costs and expenses                                                3,460          1,143              28,576
                                                                          ----------    ----------          ----------
OPERATING LOSS                                                              (3,415)        (1,107)            (28,283)
                                                                          ----------    ----------          ----------

OTHER INCOME AND EXPENSE
   Interest expense, net of interest income                                    976            659               6,627
   Debt conversion expense                                                       -              -                 261
                                                                           ----------    ----------         ----------
      Total other expense                                                      976            659               6,888
                                                                           ----------    ----------         ----------
Loss from continuing operations before income tax
 expense, discontinued operations, and extraordinary item                   (4,391)        (1,766)            (35,171)
Income tax expense                                                               2              2                   8
                                                                          ----------    ----------         ----------
Loss from continuing operations                                             (4,393)        (1,768)            (35,179)
                                                                          ----------    ----------         ----------

Loss on disposal of discontinued operation                                   1,155              -               1,155
Loss from operations of discontinued operation, net
  of income tax expense                                                        224              -               1,161
                                                                          ----------    ----------         -----------
Loss from discontinued operations                                            1,379              -               2,316
                                                                          ----------    ----------         -----------

Net loss before extraordinary item                                          (5,772)        (1,768)            (37,495)
                                                                          ----------    ----------         -----------

Extraordinary item:  Gain on extinguishment of liabilities,
  net of income tax expense                                                      -            123                 123
                                                                          ----------    ----------         ----------

Net Loss                                                                 $  (5,772)    $   (1,645)         $  (37,372)
                                                                          ==========    ==========         ==========

Basic and diluted net loss per common share
  Continuing operations                                                      $(0.21)    $   (0.07)
  Discontinued operations                                                     (0.07)            -
  Extraordinary item                                                              -             -
                                                                           ---------    ----------

 Basic and diluted net loss per common share                             $    (0.28)    $   (0.07)
                                                                           =========     =========

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                                                                   20,562        25,036
                                                                          ==========    ==========

See accompanying notes to these condensed consolidated financial statements.

</TABLE>

<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
                                                                           THREE MONTHS ENDED        (INCEPTION) TO
                                                                                MARCH 31,               MARCH 31,

                                                                           1998           1999             1999
                                                                           ----           ----             ----

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss from continuing operations                                $   (4,393)   $   (1,768)        $  (35,179)
    Adjustments to reconcile net loss from continuing
       operations to net cash used in operating activities:
       Depreciation and amortization                                          129            38                766
       Amortization of discount on long-term debt                             770             -              2,346
       Gain on extinguishment of liabilities                                    -           123                123
       Impairment loss on property and equipment                                -             -                937
       Interest related to beneficial conversion features
           of notes payable and long-term liabilities                          25           285              2,583
       Compensation recognized upon issuance of stock
           and stock options                                                  210            11              5,781
       Expense recognized upon issuance of stock for
           conversion incentive                                                 -             -                261
       Stock canceled in default judgments                                                    -               (250)
       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:
       Accounts receivable                                                    (36)           (9)               (18)
       Prepaid and other expenses                                              76           (11)               (91)
       Inventory                                                                -          (136)              (136)
       Due from related parties                                               (36)            -                  -
       Deposits                                                                (3)            -                (37)
       Accounts payable                                                       637          (255)             1,877
       Accrued liabilities                                                    235           387              2,239
                                                                        ----------    ----------         ----------
       Net cash used in operating activities from continuing
           operations                                                      (2,318)      (1,335)            (16,815)
                                                                        ----------    ----------         ----------

Net loss from discontinued operations                                      (1,379)           -              (2,316)
    Loss from disposal of assets                                               41            -                  49
    Write down of film rights and film cost inventory                         278            -                 250
    Write down of goodwill                                                    848            -                 848
    Change in liabilities in excess of assets of discontinued
       operations                                                               1            -                  63
                                                                        ----------    ----------         ----------
Net cash used in operating activities from discontinued
    operations                                                               (211)           -              (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
                                                                           THREE MONTHS ENDED         (INCEPTION) TO
                                                                                MARCH 31,               MARCH 31,

                                                                           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                                      (824)        (5)            (2,196)
    Proceeds from sale of asset                                                 -          -                  4
                                                                        ----------   --------         ----------
       Net cash provided by (used in) investing activities                   (824)        (5)               517
                                                                        ----------   --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from sale of common stock                                          -          -              2,898
    Proceeds from notes payable                                                 -        600              5,465
    Net proceeds from sale of debenture with detachable
       warrants                                                                 -        750              9,359
    Principal payments on notes payable                                         -        (15)              (289)
    Settlement proceeds from stock litigation                                   -         40                 40
                                                                        ----------   --------        ----------
       Net cash provided by financing activities                                -      1,375             17,473
                                                                        ----------   --------        ----------

NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                                            (3,353)        35                 69

CASH AND CASH EQUIVALENTS, beginning of period                              4,148         34                  -
                                                                       ----------    --------        ----------
CASH AND CASH EQUIVALENTS, end of period                               $      795    $    69         $       69
                                                                        ==========   ========        ==========

 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
                                 March 31, 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 March 31, 1999,  results of operations for the
three months ended March 31, 1998 and 1999, and the period from inception (March
3, 1993) to March 31, 1999,  and the cash flows for the three months ended March
31, 1998 and 1999,  and the period from  inception  (March 3, 1993) to March 31,
1999.  The results  for the period  ended March 31,  1999,  are not  necessarily
indicative  of the  results to be  expected  for the entire  fiscal  year ending
December 31, 1999.

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  of Sierra  Vista  included  in the  accompanying  consolidated
balance  sheet as of March 31, 1999,  consisted of accounts  payable and accrued
expenses of approximately $63,000.

Sierra Vista has never generated any revenues.

Note 3 - Subsequent Events

To  provide  for  additional  working  capital,  on April 9, 1999,  the  Company
borrowed $600,000 from an investor who had previously  purchased $4,750,000 face
value of Convertible Debentures, and had loaned the Company $600,000 on a demand
note.  The April 9, 1999 note bears  interest at 13% and is due on demand.  This
same  investor  loaned the Company an  additional  $450,000 on terms  similar to
those of the April 9, 1999 note on May 7, 1999.

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

<PAGE>7


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 factors set forth in the "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 March 31, 1999 were approximately $36,000 as
compared to  approximately  $45,000 for the same period in 1998.  The revenue in
1999  was from the sale of two  TransPeg  systems  and in 1998 was from  sale of
pre-production boards and systems.

Cost of goods sold

Cost of goods sold was approximately  $167,000 in the first three months of 1999
as compared to  approximately  $22,000 in the same period of 1998.  The costs of
sales in 1998 consist  principally of the material cost of the product  shipped.
Cost of sales in the first  quarter of 1999  contains not only the material cost
of the product  shipped,  but also  expenses  related to building and staffing a
production department in anticipation of product releases.  The cost of sales as
a proportion of sales  experienced  in the periods shown in 1998 and 1999 do not
necessarily  predict the cost 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 was approximately $369,000 in the first quarter
of 1999 as compared to approximately  $1,423,000 in the same period of 1998. The
reduction from 1998 to 1999 reflects the actions taken in June 1998 to terminate
chip  development  efforts,  and to greatly  reduce all expenses in research and
development.  Essentially all categories of expense  decreased between the first
quarter of 1998 and the same period in 1999, but the largest  reductions were in
payroll   (approximately   $342,000),    materials,   supplies,   and   services
(approximately $366,000), and consulting (approximately $121,000).

Selling, general and administrative

Selling,  general  and  administrative  expenses  decreased  from  approximately
$2,015,000 in the first three months of 1998 to  approximately  $607,000 for the
same period of 1999.  This reduction  reflects the cost  reductions  made by the
Company in June 1998. The largest single expense reduction was in consulting and
other costs to prepare for the National  Association of Broadcasters show, which
were  approximately  $366,000 less in the first quarter of 1999 than in the same
period of 1998. The next most significant reduction was in legal expense,  which
declined by  approximately  $300,000  from the first quarter of 1998 to the same
period of 1999. This reflects the success in reducing  litigation costs borne by
the Company, and of the absence of merger and acquisition efforts in 1999, which
in  comparison  were very active in the first quarter of 1998.  Essentially  all
other cost items also  decreased  in the three  months  ended  March 31, 1999 as
compared to the same period in 1998,  consistent with the Company's directive to
reduce cost.

<PAGE>8

Interest expense, net of interest income

Interest expense net of interest income declined from approximately  $976,000 in
the first three months of 1998 to approximately  $659,000 for the same period in
1999. The difference  between the two periods is due mostly to the  amortization
of original discount on debt, which declined from approximately  $777,000 in the
first quarter of 1998 to approximately $244,000 in the same period of 1999. This
was partially offset by penalties recognized in the first quarter of 1999 in the
amount of  $195,000  under the  Company's  Debenture  agreements  for failure to
register the stock that underlies the convertible feature of the Debentures.  No
such penalties were recognized in the first quarter of 1998.

Liquidity and Capital Resources

Through March 31, 1999, the Company funded its operations  primarily through the
sale of stock and placement of debt.  On March 31, 1999,  the Company had a cash
balance of approximately  $69,000 and a working capital deficit of approximately
$13,128,000.  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 in close proportion to the loss experienced in the
quarter.

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.

In March,  April,  and May 1999,  the Company  borrowed an  additional  total of
$1,650,000  from the investor who had purchased  the majority of the  Debentures
evidenced in the form of three 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.

In conjunction  with the sale of the Debentures in January 1999 and of the three
notes in March,  April, and May 1999, the Company issued warrants to purchase up
to 480,000 shares of the Company's  common stock at prices ranging from $0.11 to
$0.84 per share to two investment brokers as finders' fees.

There can be no assurance  that the Company will be successful in its efforts to
internally  generate  the cash  that  will be  required  to fund  the  Company's
operations  and to pay  off  the  liabilities  incurred  in  prior  periods.  In
addition,  if the Company's  products are  successful,  the Company will require
additional  capital to fund growth.  In these  events,  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,  but no  assurance  can be given that the Company will be able to
secure  additional  financing  or, if it can, that it will be available on terms
favorable to the Company.

<PAGE>9

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 the 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
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.

Seasonality and Inflation

The  Company  does not believe  that its  business is seasonal or is impacted by
inflation.

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  settlements  on most of these  collection
actions,  but as of May 14, 1999,  five of these  collection  actions seeking to
collect  a total of  approximately  $95,000  were  outstanding.  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 under the terms of the
December  1997,  June 1998,  August 1998, and January 1999 Debenture and Warrant
transaction  documents  including,  but not  limited  to:  payment of  interest,
maintenance of adequate authorized common stock reserve,  timely registration of

<PAGE>10

common stock underlying debt conversion rights, common stock trading volume, and
timely filing of reports to the  Securities  Exchange  Commission.  Consequently
these  debentures  are  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. On May 14, 1999,  $9,540,000 of these
debentures  remained  outstanding.  At May 14, 1999 the  average  price at which
these convertible  debentures could be converted into the Company's Common Stock
was  approximately  $.32 per share.  If these two investors had exercised  their
conversion  rights at that time they would have owned  approximately  60% 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 is dependant on 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 May 14, 1999.



Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits.




<PAGE>11




                                                     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:  June __, 1999                       /S/ FRANK J. ALIOTO
                                               --------------------------------
                                               Frank J. Alioto, President and
                                               Chief Executive Officer


Date:  June __, 1999                      /S/  STANTON CREASEY
                                               --------------------------------
                                               Stanton Creasey, Chief Financial
                                               Officer