SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
Commission file number 000-25111

Directrix, Inc.
(Exact name of registrant as specified in it's charter)

Delaware 13-4015248
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

236 West 26th Street, New York, NY 10012
(Address of principal executive offices)

(212) 741-6511
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.

Yes [X] No [ ]

Number of shares outstanding of Registrant's Common Stock as of July 31, 1999
was 2,119,785.

PART I

ITEM 1: FINANCIAL STATEMENTS
DIRECTRIX, INC.
BALANCE SHEETS (unaudited)
- --------------------------------------------------------------------------------

June 30, March 31,
1999 1999
-------------- -------------

ASSETS:

Current assets:
Cash ................................................................................... $ 1,314,000 $ 1,450,000
Marketable securities (notes 4 and 8) .................................................. 2,575,000 4,475,000
Accounts receivable, net ............................................................... 1,022,000 720,000
Officer loans .......................................................................... 670,000 --
Prepaid expenses and other current assets .............................................. 493,000 253,000
------------ ------------
Total current assets ..................................................... 6,074,000 6,898,000

Property and equipment, net ................................................................ 3,181,000 2,669,000
Library of movies, net ..................................................................... 739,000 833,000
Deferred financing costs ................................................................... 150,000 173,000
Other assets ............................................................................... 92,000 66,000
------------ ------------
$ 10,236,000 $ 10,639,000
============ ============

LIABILITIES AND STOCKHOLDER'S EQUITY:

Current liabilities:
Current portion of obligations under capital leases .................................... $ 244,000 $ 370,000
Accounts payable ....................................................................... 626,000 664,000
Accrued expenses and other current liabilities ......................................... 1,038,000 469,000
------------ ------------
Total current liabilities ................................................ 1,908,000 1,503,000

Obligations under capital leases, less current portion ..................................... -- 163,000
------------ ------------
Total liabilities ........................................................ 1,908,000 1,666,000
------------ ------------

Commitments and contingencies:

Stockholder's equity
Common stock, $0.01 par value; authorized 25,000,000 shares; 2,119,785 and
2,074,785 shares issued and outstanding at June 30, 1999
and March 31, 1999, respectively ..................................................... 21,000 21,000
Additional paid-in capital ............................................................. 20,536,000 20,361,000
Accumulated deficit .................................................................... (12,229,000) (11,409,000)
------------ ------------
Total stockholder's equity ............................................... 8,328,000 8,973,000
------------ ------------
$ 10,236,000 $ 10,639,000
============ ============

The accompanying notes are an integral part of these financial statements.

DIRECTRIX, INC.
STATEMENTS of OPERATIONS (unaudited)
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Three Months Ended June 30,
1999 1998
----------- -----------

Revenues ........................................................ $ 2,415,000 $ 2,452,000
----------- -----------

Operating expenses:
Salaries, wages and benefits................................. 683,000 673,000
Library amortization......................................... 94,000 63,000
Satellite costs ............................................. 1,573,000 1,648,000
Selling, general and administrative expenses ................ 1,068,000 557,000
Depreciation of fixed assets................................. 270,000 290,000
----------- -----------
Total operating expenses ..................... 3,688,000 3,231,000
----------- -----------

Loss from operations.......................... (1,273,000) (779,000)

Interest expense................................................. 35,000 37,000
Gain on disposal of marketable securities ....................... (488,000) --
----------- -----------

Net loss ..................................... $ (820,000) $ (816,000)
=========== ===========

Net loss per common share:
Basic and Diluted ........................................... $ (0.39) $ (0.39)
=========== ===========

Weighted average number of shares outstanding:
Basic and Diluted (note 5) .................................. 2,081,092 2,074,785
=========== ===========

The accompanying notes are an integral part of these financial statements.

DIRECTRIX, INC.
STATEMENT of STOCKHOLDER'S EQUITY (unaudited)
FOR THE THREE MONTHS ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------

Additional
Paid-In Accumulated
Common Stock Capital Deficit Total
--------------- --------------- ----------------- --------------

Balance at April 1, 1999 $ 21,000 $ 20,361,000 $ (11,409,000) $ 8,973,000

Options issued to the Board of Directors -- 175,000 -- 175,000

Net loss -- -- (820,000) (820,000)

--------------- --------------- ----------------- --------------
Balance at June 30, 1999 $ 21,000 $ 20,536,000 $ (12,229,000) $ 8,328,000
=============== =============== ================= ==============

The accompanying notes are an integral part of this financial statement.

DIRECTRIX, INC.
STATEMENT of CASH FLOWS (unaudited)
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Three
Months Ended June 30,
1999 1998
----------- -----------

Cash flows from operating activities:
Net loss ............................................................................... $ (820,000) $ (816,000)
----------- -----------
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Depreciation of fixed assets .................................................... 270,000 290,000
Amortization of library of movies ............................................... 94,000 63,000
Amortization of deferred financing costs ........................................ 23,000 --
Gain on disposal of marketable securities ....................................... (488,000) --
Provision for bad debt .......................................................... 200,000 --
Consulting expense satisfied through the issuance of warrants ................... 175,000 --
Changes in assets and liabilities:
Increase in accounts receivable ............................................ (502,000) (7,000)
Increase in officer loans .................................................. (670,000) --
Increase in prepaid expenses and other current assets ...................... (240,000) (516,000)
Increase in other assets ................................................... (26,000) --
Increase (decrease) in accounts payable and
accrued expenses ......................................................... 341,000 (3,000)
----------- -----------
Total adjustments ....................................................... (823,000) (173,000)
----------- -----------
Net cash provided by (used in) operating activities ..................... (1,643,000) (989,000)
----------- -----------

Cash flows from investing activities:
Proceeds from sale of Playboy stock .................................................... 2,388,000 --
Purchase of property and equipment ..................................................... (782,000) (109,000)
Purchase of rights to movies ........................................................... -- (75,000)
----------- -----------
Net cash used in investing activities ............................................ 1,606,000 (184,000)
----------- -----------

Cash flows from financing activities:
Repayment of long-term debt and capital lease obligations .............................. (99,000) (159,000)
Net transfers from Spice ............................................................... -- 1,332,000
----------- -----------
Net cash (used in) provided by financing activities .............................. (99,000) 1,173,000
----------- -----------
Net decrease in cash and cash equivalents ........................................ (136,000) --
Cash and cash equivalents, beginning of the period ......................................... 1,450,000 --
----------- -----------
Cash and cash equivalents, end of the period .................................. $ 1,314,000 $ --
=========== ===========

Supplemental disclosures of cash flow information: Cash paid during the year for:
Interest ......................................................................... $ 12,000 $ 38,000
=========== ===========
Income taxes ..................................................................... $ -- $ --
=========== ===========

The accompanying notes are an integral part of these financial statements.

DIRECTRIX, INC.
NOTES to FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 1999 (unaudited)
- --------------------------------------------------------------------------------

1. In the opinion of Directrix, Inc. ("Directrix"), the accompanying unaudited
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
June 30, 1999, and the results of operations and cash flows for the three months
ended June 30, 1998 and 1999.

2. The results of operations for the three months ended June 30, 1998 and 1999
are not necessarily indicative of the results to be expected for the full year.

3. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
("GAAP") have been condensed or omitted. These consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
included in Directrix' Annual Report on Form 10-KSB for the year ended December
31, 1998.

4. On March 15, 1999, as a condition to the merger (the "Merger") between Spice
Entertainment Companies, Inc. ("Spice") and Playboy Enterprises, Inc.
("Playboy"), Spice and Directrix entered into a Transfer and Redemption
Agreement (the "Transfer Agreement") and certain related agreements, pursuant to
which Spice contributed certain assets to Directrix in exchange for the
assumption of certain related liabilities and the issuance of Directrix' common
stock (the "Common Stock"). In connection with the Merger, Spice distributed the
Common Stock to the stockholders of Spice as part of the consideration for the
Merger.

Pursuant to the terms of the Transfer Agreement, immediately prior to
the Merger, Spice contributed certain assets to Directrix, including (a) all of
the equipment and facilities relating to Spice's master control and digital
playback center (the "Operations Facility"), (b) an option ("EMI Option") to
purchase the assets and liabilities of Emerald Media, Inc. ("EMI"), (c) certain
rights to Spice's library of adult films acquired before and after the closing
of the Merger (the "Closing"), (d) approximately $0.8 million in cash, (e)
173,784 shares of Playboy stock with a market value of approximately $4.5
million, and (f) accounts receivable and other current assets, totaling
approximately $1.2 million.

In connection with the contribution, Directrix issued to Spice the
Common Stock and assumed certain liabilities (the "Assumed Liabilities"),
subject to the indemnification obligations of Spice described below. The Assumed
Liabilities include (a) all of the liabilities relating to EMI, (b) all of the
liabilities relating to or arising from the Operations Facility, but only to the
extent they arise after March 15, 1999, and (c) those liabilities and
obligations arising out of the assets being transferred to Directrix. The
Transfer Agreement provides, among other things, that Directrix will indemnify
Spice for the Assumed Liabilities.

In connection with the Merger, Playboy and Directrix entered into a
Satellite Services Agreement, pursuant to which Directrix will provide playback,
uplink and compressed transponder services for at least two networks. In
addition, Directrix and Califa Entertainment Group, Inc. ("Califa") entered into
a Satellite Services Agreement, pursuant to which Directrix will provide
playback, uplink and compressed transponder services for one network.

DIRECTRIX, INC.
NOTES to FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 1999 (unaudited) CONTINUED
- --------------------------------------------------------------------------------

5. For all periods ending before April 1, 1999, Directrix presented pro forma
net loss per share because historical earnings (loss) per share would not be
meaningful. Pro forma net loss per share is calculated after giving effect to
the distribution of Directrix' Common Stock. Pro forma net loss per share is
calculated in accordance with Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share." Basic earnings per share exclude
dilution and are computed by dividing income attributable to common shareholders
by the weighted-average common shares outstanding for the period. Diluted
earnings per share reflects the weighted-average common shares outstanding plus
the potential dilutive effect of securities or contracts which are convertible
to common shares, such as options and warrants. Potentially dilutive securities
were excluded from the calculation of both the pro forma and historical diluted
earnings per share because their effect was anti-dilutive.

6. Playboy is disputing certain payments made on behalf of Directrix prior to
the Closing of the Merger totaling approximately $0.9 million. Playboy withheld
approximately $0.7 million from severance payments due J. Roger Faherty, the
Chief Executive Officer of Directrix, under his Spice employment agreement as a
result of this dispute. The parties are currently in discussion to settle this
matter. Should the parties be unable to reach a negotiated settlement, Directrix
could be involved in an action pertaining to this matter and may be required to
repay some or all of the prepayments made prior to the Merger which could
adversely affect Directrix. Pending resolution of this dispute, Directrix loaned
Mr. Faherty the amount withheld by Playboy. The loan is secured by an assignment
of the severance payments due Mr. Faherty under his employment agreement with
Spice.

7. On May 4, 1999, the Board of Directors of Directrix approved a change in
Directrix' fiscal year from December 31 to March 31. This will enable Directrix
to more timely report a full year's worth of operations as a stand-alone entity
and more meaningfully reflect it's operational results. The three months
transition period from January 1, 1999 to March 31, 1999 preceded the start of
the new fiscal year and was represented in the Form 10-QSB Transition Report for
the three months ended March 31, 1999.

8. During the three months ended June 30, 1999, Directrix sold 73,784 shares of
Playboy stock contributed by Spice at Closing for net cash proceeds of
approximately $2.4 million, resulting in a gain of approximately $0.5 million.
On June 30, 1999, Directrix held 100,000 shares of Playboy stock valued at
$25.75, the per share market value on the date of contribution.

9. On April 21, 1999, Directrix granted employees 141,976 options to acquire the
common stock of Directrix ("Options") exercisable at $3.94 per share, of which
75,000 were to officers. Directrix also granted 75,000 Options to all
non-employee directors exercisable at $3.94, resulting in an expense of
$175,000. No compensation expense was recognized in connection with the employee
grant due to the fact the exercise price was not below the market value of the
stock on the grant date.

The employee grant dated April 21, 1999, did not include options to the
Chief Executive Officer ("CEO") because the Compensation Committee had not yet
completed it's evaluation concerning the granting of options commensurate with
the CEO's duties and responsibilities. On July 15, 1999 the Compensation
Committee approved and Directrix granted 50,000 options to the CEO, exercisable
at $6.4375 per share, the market price on the grant date.

10. On March 31, 1999, Directrix and EMI amended their agreements whereby
Directrix would provide expanded services to EMI. Under the new agreement
Directrix would provide transponder, playback and production services for four
of EMI's networks. The amendment also extended the contract from December 31,
1999 to December 31, 2000. In consideration for providing expanded services as
well as the extension, Directrix forgave EMI's debt in excess of $755,000, which
is the exercise price of the EMI option.

DIRECTRIX, INC.
ITEM 2: MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
- --------------------------------------------------------------------------------

This report contains forward-looking statements that involve a number of risks
and uncertainties. In addition to the factors discussed elsewhere in this
report, among the other factors that could cause actual results to differ
materially are the following: business condition and the general economy,
reliance on a limited number of customers and limited operating history with
absence of history as a stand-alone company.

Overview

Directrix is a Delaware corporation formed by Spice in contemplation of
the Merger. On March 15, 1999, prior to the Closing, Spice contributed to
Directrix, among other things, all of the assets and liabilities associated with
the Operations Facility, the EMI Option and the rights to distribute the
explicit version of Spice's adult films in the c-band direct to home ("DTH")
market and over the Internet. Spice also contributed approximately $0.8 million
in cash, accounts receivable and other current assets totaling approximately
$1.2 million and 173,784 shares of Playboy stock valued at approximately $4.5
million, which were purchased by Spice prior to the Closing.

On March 15, 1999, after the contribution from Spice, Directrix had
working capital of approximately $5.3 million. Directrix has also secured a $1.5
million credit facility (the "Credit Facility") provided by certain officers and
directors of Directrix. Management believes the contributed working capital,
cash generated from operatons and the credit facility will provide sufficient
funding to implement management's plans.

On May 4, 1999, the Board of Directors of Directrix approved a change
in Directrix' fiscal year from December 31 to March 31. This will enable
Directrix to more timely report a full years' worth of operations as a
stand-alone entity and more meaningfully reflect it's operational results. The
three months transition period from January 1, 1999 to March 31, 1999 preceded
the start of the new fiscal year and was represented in the Form 10-QSB
Transition Report for the three months ended March 31, 1999.

Results of Operations

The financial statements of Directrix reflect the results of
operations, financial position and cash flow of the business contributed to
Directrix by Spice on March 15, 1999. As a result, the financial statements of
Directrix prior to the Closing have been carved out from the financial
statements of Spice using the historical results of operations and historical
basis of the assets and liabilities of such business.

Additionally, prior to Closing, the financial statements of Directrix
include certain assets, liabilities, revenues and expenses which were not
historically recorded at the level of, but are primarily associated with, such
business. Directrix believes the assumptions underlying its' financial
statements to be reasonable.

The financial information included herein, however, may not necessarily
reflect the results of operations, financial position and cash flow of Directrix
in the future or what the results of operations, financial position and cash
flows would have been had Directrix been a separate, stand-alone entity during
the periods presented prior to Closing. The financial information prior to
Closing included herein does not reflect the many changes that will now occur in
the funding and operations of Directrix as a result of the transactions
involving Spice, Playboy and Directrix.

DIRECTRIX, INC.
ITEM 2: MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------

Revenues were earned principally from services provided to two
customers, EMI and Playboy. For the year ended December 31, 1998, and the
transition period ended March 31, 1999, due to the ongoing uncertainty
surrounding EMI's ability to pay for all services provided, Directrix reserved
all revenues from EMI that were not collected. For the three months ended June
30, 1999, as a result of a significant improvement in cash received from EMI,
Directrix resumed recording revenues from EMI based on contractual amounts.
Prior to Closing, revenues attributable to Spice relate to network operations,
post-production and technical services provided internally. These revenues have
been recorded based on either (i) services provided to unrelated third party
customers or (ii) costs associated with an applicable service plus an
appropriate markup based on a reasonable assessment of a market-based charge.
Management believes that the methods used to record revenues are reasonable.

Net Loss. Directrix reported a net loss of $0.8 million for the three
months ended June 30, 1999 and 1998. Although Directrix reported a similar loss
for each period there were two major differences. In the threee months ended
June 30, 1999, Directrix reported a gain on the sale of Playboy stock of
approximately $0.5 million. For the three months ended Directrix reported an
increase in selling, general and administrative expenses of approximately $0.5
million as compared to the same period in 1998. This increase was largely due to
the issuance of stock options to non-employee members of Directrix' Board of
Directors and an increase in bad debt expense relating to EMI.

Revenues. Directrix reported total revenue of $2.4 million for the
three months ended June 30, 1999, as compared to $2.5 million for the
corresponding period in 1998. The decrease in revenue was attributable to a
decline in revenue relating to Playboy and Califa, networks previously owned by
Spice, of $1.1 million, offset by an increase in revenue associated with EMI of
$1.0 million.

The increase in revenues from EMI is attributable to two factors: (i)
an upswing in their business resulting in a significant increase in the amount
of cash received, and (ii) the expanded services provided to EMI in the three
months ended June 30, 1999. Directrix is continuing to monitor the progress of
EMI regarding the continued development, implementation and execution of its'
business plan. On an ongoing basis Directrix continues to assess various
strategies with respect to the EMI Option.

The decrease in revenue relating to Playboy and Califa (the successor
to Spice) was attributable to two factors: (i) one of the Loral transponders,
which had been previously charged to Directrix, was assigned to Playboy at
Closing, and (ii) Playboy and Califa's decision to provide their own production
services, which were provided by Directrix prior to Closing.

Salaries, Wages and Benefits. Directrix reported salaries, wages and
benefits of $0.7 million for the three months ended June 30, 1999, which is
comparable to the amount for the corresponding period in 1998.

Library Amortization. Directrix reported library amortization of $0.1
million for the three months ended June 30, 1999, which was substantially the
same as the corresponding period in 1998.

Satellite Costs. Directrix reported satellite costs of $1.6 million for
the three months ended June 30, 1999, which was substantially the same as the
corresponding period in 1998. The assignment of one transponder to Playboy at
Closing was offset by the addition of a transponder, which was required under
the expanded service agreement with EMI.

Selling, General and Administrative Expenses. Directrix reported
selling, general and administrative expenses of $1.0 million for the three
months ended June 30, 1999, as compared to $0.6 million for the corresponding
period in 1998. The increase was primarily attributable to the expense
associated with the issuance of stock options to non-employee members of the
Directrix Board of Directors and an increase in a provision for uncollectable
accounts.

Depreciation of Fixed Assets. Directrix reported depreciation of fixed
assets of $0.3 million for the three months ended June 30, 1999, which was
substantially the same as the corresponding period in 1998.

Liquidity and Capital Resources

Prior to the Merger, Spice used a centralized approach to cash
management and the financing of its operations. As a result, prior to the
Merger, Spice funded all of the activities of Directrix. Spice provided funding
of $3.9 million to Directrix for 1998 and $1.7 million in the first quarter of
1999.

On March 31, 1999 and June 30, 1999, Directrix had working capital of
approximately $5.4 and $4.2 million, respectively. The decline in working
capital during the three months ended June 30, 1999, was mostly attributable to
the purchase of property and equipment. Directrix projects to spend an
additional $1.5 million on the upgrade and build out of a new facility which
includes a state of the art master control and digital playback center.
Directrix also has a revolving line of credit ("Credit facility") of $1.5
million, provided by two senior officers and one director of Directrix. The
Credit Facility bears interest at 11% per annum and matures on March 15, 2001.
As additional consideration, Directrix issued an aggregate of 45,000 warrants,
exercisable at $0.01, to the lenders of the Credit Facility. As of June 30,
1999, there were no borrowings under the Credit Facility. Directrix believes
that it's current working capital, cash generated from operations and the credit
facility will provide sufficient liquidity in executing its' business plan.

Playboy is disputing certain payments made on behalf of Directrix prior
to the closing of the Merger totaling approximately $0.9 million. Playboy
withheld approximately $0.7 million from severance payments due Mr. Faherty
under his Spice employment agreement as a result of this dispute. The parties
are currently in discussion to settle this matter. Should the parties be unable
to reach a negotiated settlement, Directrix could be involved in an action
pertaining to this matter and may be required to repay some or all of the
prepayments made prior to the Merger which could adversely affect Directrix.
Pending resolution of this dispute, Directrix loaned Mr. Faherty the amount
withheld by Playboy. The loan is secured by an assignment of the severance
payments due Mr. Faherty under his employment agreement.

Year 2000 Compliance

Regarding the Year 2000 ("Y2K") computer compliance issue, Directrix
has identified and is currently implementing changes to its' existing
computerized business systems. By modifying existing programs and making
conversions to Y2K compliant software, Directrix is addressing this issue.
Directrix has also established communications with it's vendors and other
service providers to ensure that their products and business systems are or will
be Y2K compliant. By taking a pro-active stance regarding modification and
conversion of systems towards complying with the potential Y2K problem,
Directrix is taking measures so no adverse effects will be felt on their
business or operations systems. Virtually all of Directrix' major systems have
either been identified as Y2K compliant or consideration has been completed to
ensure Y2K compliance, including financial applications and operating systems.
At this time Directrix is evaluating less critical systems such as desktop
applications with an intended goal of having all systems being completely Y2K
compliant by September 30, 1999. Directrix has reviewed its non-information
technology system and determined that minimal changes will be necessary for
compliance.

PART II - OTHER INFORMATION

Item 1: Legal Proceedings.

None.

Item 6: Exhibits and Reports on Form 8-K.

(a) Exhibits.

Exhibit 27.00 - Financial Data Schedule.

(b) Reports on Form 8-K.

On May 14, 1999, Directrix filed a Current Report on Form 8-K
reporting, under Item 8, a change in Directrix' fiscal year to
March 31.

SIGNATURES

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

DIRECTRIX, INC.

Dated: August 10, 1999

By: /s/ John R. Sharpe
__________________________________________
John R. Sharpe
Chief Financial Officer and
Principal Accounting Officer