SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

(Mark one)
 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
                                                             -------------
                                       or

         Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934 For the transition period from     to     .
                                                            -----  -----
Commission File Number  1-11624
                        -------


                         HyperMedia Communications, Inc.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

         California                                           94-3104247
-------------------------------                              ------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                             Identification No.)


901 Mariner's Island Blvd., Suite 365,
--------------------------------------
          San Mateo, California                                    94404
          ---------------------                                    -----
(Address of principal executive offices)                        (Zip Code)

                                 (650) 573-5170
                                 --------------
              (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 such
filing requirements for the past 90 days. Yes X   No
                                             ---    ---

As of August 5, 1999,  3,200,137  shares of the  Registrant's  common stock were
issued and outstanding.

<PAGE>



                                     PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
                                     HYPERMEDIA COMMUNICATIONS, INC.
                                              BALANCE SHEET
<CAPTION>
                                                                                           June 30,      December 31,
                                                                                             1999            1998
                                                                                         ------------    ------------
                                                                                          (UNAUDITED)
<S>                                                                                      <C>             <C>
ASSETS
Current assets:
      Cash and Cash equivalents                                                          $     33,000    $    182,000
      Accounts receivable, net of allowance for
           doubtful accounts of $106,000 and $75,000                                          572,000         642,000
      Prepaid expenses and other assets                                                       467,000         522,000
                                                                                         ------------    ------------
                     Total current assets                                                   1,072,000       1,346,000

Property and equipment, net                                                                   292,000         364,000
                                                                                         ------------    ------------
                                                                                         $  1,364,000    $  1,710,000
                                                                                         ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
      Accounts payable                                                                   $    753,000    $    564,000
      Accrued liabilities                                                                     339,000         257,000
      Deferred revenue                                                                         19,000          18,000
      Note payable - related party                                                          1,726,000         400,000
      Note payable - line of credit                                                           173,000         350,000
                                                                                         ------------    ------------
                     Total current liabilities                                              3,010,000       1,589,000
                                                                                         ------------    ------------

Shareholders' equity (deficit):
      Convertible Preferred Stock, $.001 par value; 10,064,516
          shares authorized;8,512,191 shares
          issued and outstanding                                                            3,924,000       3,924,000
      Common Stock, $.001 par value; 50,000,000 shares
          authorized; 3,200,137 shares issued and
          outstanding                                                                      10,427,000      10,427,000
      Accumulated deficit                                                                 (15,997,000)    (14,230,000)
                                                                                         ------------    ------------
                     Total shareholders' equity (deficit)                                  (1,646,000)        121,000
                                                                                         ------------    ------------
                                                                                         $  1,364,000    $  1,710,000
                                                                                         ============    ============
<FN>
                        See the accompanying notes to these condensed  financial statements.
</FN>
</TABLE>


                                                           1
<PAGE>





<TABLE>

                                      HYPERMEDIA COMMUNICATIONS, INC.
                                          STATEMENT OF OPERATIONS
                                                (UNAUDITED)


<CAPTION>
                                                 Three months ended June 30,    Six months ended June 30,
                                                 --------------------------    --------------------------
                                                     1999           1998           1999           1998
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
Revenues                                         $   948,000    $ 1,329,000    $ 2,118,000    $ 3,083,000
                                                 -----------    -----------    -----------    -----------

Operating expenses:
      Editorial                                      258,000        239,000        527,000        522,000
      Production                                     386,000        381,000        791,000        884,000
      Circulation                                    428,000        471,000        853,000        995,000
      Sales and marketing                            543,000        553,000      1,065,000      1,079,000
      Product development                               --           11,000           --           23,000
      General and administrative                     319,000        232,000        576,000        503,000
                                                 -----------    -----------    -----------    -----------

         Total operating expenses                  1,934,000      1,887,000      3,812,000      4,006,000
                                                 -----------    -----------    -----------    -----------

Loss from operations                                (986,000)      (558,000)    (1,694,000)      (923,000)

Interest and other expense, net                       42,000         (3,000)        73,000          2,000
                                                 -----------    -----------    -----------    -----------

Net loss                                         ($1,028,000)   ($  555,000)   ($1,767,000)   ($  925,000)
                                                 ===========    ===========    ===========    ===========

Net loss per share, basic and diluted (Note 2)   ($     0.32)   ($     0.17)   ($     0.55)   ($     0.29)
                                                 ===========    ===========    ===========    ===========

Weighted average shares                            3,200,137      3,200,137      3,200,137      3,200,137
                                                 ===========    ===========    ===========    ===========
<FN>
                  See the accompanying notes to these condensed  financial statements.
</FN>
</TABLE>


                                                     2
<PAGE>




<TABLE>
                         HYPERMEDIA COMMUNICATIONS, INC.
                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
                                   (UNAUDITED)
<CAPTION>
                                                     Six months ended June 30,
                                                    --------------------------
                                                        1999           1998
                                                    -----------    -----------
<S>                                                 <C>            <C>
Cash flow from operating activities:
    Net loss                                        ($1,767,000)   ($  925,000)
    Adjustments to reconcile net loss to net
       cash used in operating activities:
       Depreciation and amortization                     86,000        114,000
       Allowance for doubtful accounts                   31,000         33,000
       Change in assets and liabilities:
           Accounts receivable                           39,000         (4,000)
           Prepaid expenses and other assets             55,000        (51,000)
           Accounts payable                             189,000       (284,000)
           Accrued liabilities                           82,000       (126,000)
           Deferred revenue                               1,000         23,000
                                                    -----------    -----------
Net cash used in operating activities                (1,284,000)    (1,220,000)
                                                    -----------    -----------

Net cash used in investing activities for:
    Purchase of fixed assets                            (14,000)       (87,000)
                                                    -----------    -----------

Cash flows from financing activities:
    Proceeds from issuance of preferred stock              --        1,925,000
    Proceeds from notes payable - related party       1,326,000           --
    Proceeds from notes payable - line of credit        173,000           --
    Repayment of line of credit                        (350,000)          --
                                                    -----------    -----------
Net cash provided by financing activities             1,149,000      1,925,000
                                                    -----------    -----------

Net increase (decrease) in cash                        (149,000)       618,000

Cash at beginning of period                             182,000        269,000
                                                    -----------    -----------

Cash at end of period                               $    33,000    $   887,000
                                                    ===========    ===========

Supplemental disclosure of cash flow information:
    Cash paid during the period for interest        $    19,000    $     2,000
                                                    ===========    ===========
<FN>
    See the accompanying notes to these condensed  financial statements.
</FN>
</TABLE>


                                       3
<PAGE>




                         HYPERMEDIA COMMUNICATIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The financial statements of HyperMedia  Communications,  Inc. (the "Company") as
of June 30,  1999 and for the three and six months  ended June 30, 1999 and 1998
are  unaudited,  and in the  opinion  of  management,  include  all  adjustments
(consisting of only normal recurring items) necessary for the fair  presentation
of the  financial  position and results of operations  for the interim  periods.
These  financial  statements  should be read in  conjunction  with the Financial
Statements  for the year ended  December 31, 1998 and notes thereto  included in
the  Company's  annual report on Form 10-K.  The results of  operations  for the
three and six months ended June 30, 1999 are not  necessarily  indicative of the
results expected for the entire year.

The  preparation  of these  financial  statements in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


NOTE 2 - BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share is based upon the weighted  average  number
of  outstanding  shares of Common  Stock.  Common stock  equivalent  shares from
Convertible  Preferred Stock (using the  if-converted  method) and stock options
and warrants  (using the treasury  stock  method)  have been  excluded  from the
computation for the three month periods ended June 30, 1999 and 1998 and for the
six month periods ended June 30, 1999 and 1998 as their effect is anti-dilutive.


                                       4
<PAGE>

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

This  section  and other  parts of this  Quarterly  Report on Form 10-Q  contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the  Securities  Exchange Act, that involve risks
and uncertainties,  including but not limited to those statements that have been
identified  by an asterisk  (*) and other  statements  regarding  the  Company's
strategy,  financial  performance,  and revenue  sources.  The Company's  actual
results may differ significantly from those anticipated in these forward-looking
statements as a result of the factors set forth below and in "Factors  Affecting
Operating Results and Market Price of Stock." Readers are cautioned not to place
undue reliance on these forward-looking  statements,  which speak only as of the
date hereof.

General

HyperMedia  Communications,  Inc.  (the  "Company"  or  "HyperMedia"),  provides
integrated  information  services  to  the  corporate  digital  content  market.
"Digital  content" is information  created using  computer-based  video,  audio,
graphics, animation and Internet technologies.  Companies use digital content in
building brand awareness through marketing,  advertising,  promotions, corporate
presentations  and sales  and  technical  training.  Corporate  digital  content
creators utilize a wide array of digital communications technologies,  including
Internet   development  tools  and  services,   desktop  and  portable  personal
computers, workstations, servers, audio/video compression and editing equipment,
graphics  hardware  and  software,   high-density   storage  devices  and  video
conferencing systems. Digital media output is actively employed in a broad range
of businesses and disciplines,  such as brand identity (including presentations,
training  and  collateral),   advertising,   publishing,   brand  merchandising,
entertainment, and electronic commerce

HyperMedia  publishes NewMedia Magazine  ("NewMedia"),  the largest  publication
serving the corporate digital content market,  serving more than 215,000 digital
content professionals.  According to a recent analysis conducted for the Company
by BPA  International  ("BPA") of  NewMedia  subscriber  demographic  data,  the
average  subscriber to the publication has represented  that they are personally
involved  in  the  purchase  of   approximately   $1,000,000  worth  of  digital
content-related  hardware,  software  and  services  in a  twelve-month  period.
NewMedia's  mission is to give its  readers the tools to be  successful  digital
content  professionals  by identifying  the newest  products,  technologies  and
strategies that will keep their businesses  competitive.*  Revenue from NewMedia
is derived primarily through the sale of advertisements in the magazine.

---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.

                                        5
<PAGE>


HyperMedia  also produces the NewMedia  INVISION  Awards  Festival,  the largest
juried digital media competition in the world. The program seeks out the highest
achievements in digital content creation for business, entertainment, marketing,
government  and  education.  The 1998 NewMedia  INVISION  Festival  included its
gallery of award-winning  entries, an evening International  showcase of digital
content produced on four continents and a two-day Digital Insight conference.

HyperMedia also publishes newmediaocom,  an award-winning World Wide Web site of
news, information,  and product buying services for the digital content creation
market.  The  Company  intends  to  further  enhance  and  develop  its web site
presence.*

In December 1998,  HyperMedia launched the NewMedia Business Solutions Series, a
series of  custom-published  supplements  to NewMedia  magazine  that focuses on
emerging   technologies   and   trends   in  the  field  of   digital   content.
Custom-published  supplements  include paid,  sponsored  editorial  content plus
advertising, and are written to the specifications of one or more sponsors.

Results of Operations

The Company's revenues, consisting primarily of advertising in NewMedia magazine
were  $948,000 and  $1,329,000  for the  quarters  ended June 30, 1999 and 1998,
respectively,  and  $2,118,000  and  $3,083,000  for the six months  then ended,
respectively.

The decline in revenues for the quarter ended June 30, 1999 from the same period
last year is primarily due to a decline in  advertising  sales in NewMedia.  The
Company believes that the decrease in advertising revenue is related to a number
of market factors,  including the migration of digital content  development from
CD-ROM  based  media to the  Internet,  shifts  in the  Macintosh  hardware  and
software market as digital content  creators make a transition  toward increased
use of Windows based  workstations and an industry wide decline in digital media
advertising.*

Additionally a reduction in the publishing  frequency of NewMedia  magazine from
four  issues  to  three  per  quarter,  which  occurred  in  the  first  quarter
contributed  approximately  $400,000 to the  revenue  decline for the six months
ended June 30, 1999 when compared to the same period a year ago.

The Company's  total  operating  expenses were $1,934,000 and $1,887,000 for the
quarters ended June 30, 1999 and 1998, respectively and $3,812,000 and 4,006,000
for the six months then ended,  respectively.  Lower  production and circulation
costs associated with the reduction in issues published in 1999 and general cost
control  measures  contributed  to a 5% decline in  expenses  for the six months
ended June 30,  1999


---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.

                                       6
<PAGE>

over the same period  last year.  Expenses  for the quarter  ended June 30, 1999
were up 2% over  the  same  period  last  year due to  increased  general  costs
associated with running the business.

The Company  reported a net loss for the quarter ended June 30, 1999 and 1998 of
$1,028,000 and $555,000,  respectively. The net loss for the first six months of
1999 was  $1,767,000  as compared to a loss of $925,000 for the first six months
of 1998.  For the quarter ended June 30, 1999, the increased loss as compared to
the same period in 1998 was due to a decline in  advertising  sales in NewMedia,
slightly higher expenses and an increase in interest expense The increase in net
loss for the first six months of 1999 as  compared to the same period in 1998 is
primarily  a result of  reduced  revenues  due to the  change in the  publishing
frequency  of  NewMedia  magazine  from four  issues to three per  quarter and a
decline in advertising  sales in NewMedia  partially offset by reduced expenses.
Higher interest expense resulting from an increase in borrowing also contributed
to the increase loss.

Editorial  expenses,  comprised  principally  of  salaries  and fees paid to the
writers for the  Company's  publications,  were  $258,000  and  $239,000 for the
quarters  ended June 30, 1999 and 1998,  respectively  and $527,000 and $522,000
for the six months  then  ended.  The  increase in  editorial  expenses  for the
quarter  ended June 30,  1999 and the six months then ended as compared to 1998,
is  primarily a result of the  additional  fees paid to writers for the NewMedia
Business Solution Series, a series of custom-publishing  supplements to NewMedia
magazine.  For the first six months of 1999 this increase was partially  off-set
by a decline in editorial expenses due to the reduction in publishing  frequency
of NewMedia magazine from four issues to three per quarter.

Production expenses,  including costs for design,  materials and printing of the
Company's  publications,  were $386,000 and $381,000 for the quarters ended June
30, 1999 and 1998,  respectively  and  $791,000  and $884,000 for the six months
then ended. The decrease in production expenses for the first six months of 1999
as compared to 1998, is primarily  due to the reduction in publishing  frequency
of NewMedia magazine from four issues per quarter to three.

Circulation expenses, consisting primarily of costs associated with subscription
fulfillment,  mailing  and  the  cost  to  acquire  and  certify  the  company's
subscribers, were $428,000 and $471,000 for the quarters ended June 30, 1999 and
1998,  respectively and $853,000 and $995,000 for the six months then ended. The
Company  capitalizes its circulation  development  expenditures which consist of
external  costs  incurred  by the  company to acquire  and  certify  its list of
qualified  subscribers for each upcoming year and amortizes them over a 12-month
period. The decrease in circulation expenses for the first six months of 1999 as
compared  to the  same  period  in 1998 is  primarily  due to the  reduction  in
publishing  frequency of NewMedia magazine from four issues per quarter to three
and  a  smaller  amount  of  circulation  development  expenditure  amortization
included in the quarter  versus the same period in 1998.  General  cost  control
programs  also  contributed  to the decrease in expenses.  For the quarter ended
June 30, 1999,  the reduction in expenses as compared to the same period in 1998
is due to smaller amount of  circulation  development  expenditure  amortization
included in the quarter  versus the same period in 1998 and general cost control
programs.

                                       7
<PAGE>

Sales and marketing  expenses were $543,000 and $553,000 for the quarters  ended
June 30, 1999 and 1998, respectively,  and $1,065,000 and $1,079,000 for the six
months then ended.  The decline in expenses for both the quarter  ended June 30,
1999 and the first six months of 1999,  as compared to the same  periods in 1998
was due to reduced commission expense on lower revenues and general cost control
programs. This expense reduction was partially offset by higher compensation and
consulting expenses.

Product development expenses were $0 and $11,000 for the quarters ended June 30,
1999 and 1998,  respectively  and $0 and  $23,000 for the six months then ended.
These expenses  consisted of costs incurred in the  development of new products,
including  the World  Wide Web site,  newmedia.com.  The  Company  continues  to
evaluate new product opportunities and may make addition expenditures during the
remainder of 1999*. However,  there can be no assurance that such  products,  if
developed, will be profitable.

General and administrative  expenses were $319,000 and $232,000 for the quarters
ended June 30, 1999 and 1998, respectively and $576,000 and $503,000 for the six
months  then ended.  The  increase in expense for both the quarter and the first
six months of 1999 as compared to the same  periods in 1999 was due to increased
general costs associated with running the business.

Interest and other expenses were $42,000 and ($3,000) for the quarter ended June
30, 1999 and 1998,  respectively  and $73,000 and $2,000 for the six months then
ended.  These  expenses were  primarily  interest  expense  associated  with the
Company's increased borrowing in 1999.

---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.

                                       8
<PAGE>


Liquidity and Capital Resources


         At June  30,  1999,  the  Company  had a  working  capital  deficit  of
approximately  ($1,938,000) and its principal  source of liquidity  consisted of
approximately  $33,000 in cash, a revolving  credit facility and funds loaned to
it by its major  shareholder MK Global Ventures,  in association with its MK GVD
Fund.

The Company signed an agreement in March 1999 with a new lender which provides a
new line of credit.  The revolving credit  facility,  which has a one year term,
provides  for  borrowings  of up to 80 % of eligible  receivables  not to exceed
$600,000.  The credit facility is secured by the Company's accounts  receivable.
Borrowings  accrue interest at the lenders  reference rate of prime plus 4 % per
annum,  which at June 30,  1999 was  11.75  %. At June  30,  1999  $173,000  was
outstanding  under this  facility and an  additional  $111,000 was available for
borrowing.

Borrowings  from its major  shareholder  accrue  interest  at a rate of 10 % per
annum and are  secured  by the  assets of the  Company.  Principal  and  accrued
interest is due and payable on demand,  by the lender,  which demand may be made
at any time, but in no event shall the principle and interest be paid later than
180  days  after  the  date of the  borrowing.  On June 30,  1999,  $422,000  in
principle  and  accrued  interest  that had become due during the  quarter  were
rolled  over  into a new  180  day  note.  At  June  30,  1999,  $1,726,000  was
outstanding under these notes. Repayments on these notes, if not refinanced, are
scheduled to begin July 1999 and continue through December 1999.

Capital  expenditures  for 1999 were $14,000 compared to $87,000 for 1998. These
expenditures primarily consist of desktop PC replacements and software upgrades.
The Company has not made or committed to make significant  capital  expenditures
in 1999 but may make such expenditures in the future.*

The Company expects that it will continue to require significant amounts of cash
to finance  future  operations.  During the six months  ended June 31,  1999 and
1998, net cash used in operating  activities  totaled  $1,284,000 and $1,220,000
respectively.  The Company is currently seeking additional  financing.  However,
there can be no assurance  that the Company will be able to raise the  necessary
funds on terms acceptable to the Company.

---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.

                                       9
<PAGE>

Thereafter, the Company anticipates that it may need to raise additional working
capital,  primarily through sales of debt or equity  securities.  * The terms of
the Series E  Preferred  Stock,  Series F  Preferred  Stock,  Series G Preferred
Stock,  Series H Preferred Stock,  Series I Preferred Stock,  Series J Preferred
Stock and outstanding  warrants grant the holders  thereof certain  preferential
rights  including  conversion  and/or  registration  rights,  which  may  have a
dilutive   effect  on  existing   shareholders   and  may  therefore  limit  the
availability of financing,  particularly  equity  financing.  The Company has no
commitments for any such financing,  and there can be no assurance that any such
debt or equity  financing will be available on terms  acceptable to the Company,
or at all.









---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.


                                       10
<PAGE>


Factors That May Affect Operating Results and Market Price of Stock

This  section  and other  parts of this  Quarterly  Report on Form 10-Q  contain
forward-looking  statements that involve risks and uncertainties.  The Company's
actual  results  may  differ  significantly  from  those  anticipated  in  these
forward-looking  statements  as a result of the  factors  set forth below and in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations".  Readers  are  cautioned  not to  place  undue  reliance  on  these
forward-looking   statements,   which   speak  only  as  of  the  date   hereof.
Forward-looking statements are indicated by an asterisk (*).

Among the factors that could cause actual results to differ materially are those
listed below and those listed in the  Company's  SEC reports,  including but not
limited to the annual  report on Form 10-K for the year ended  December 31, 1998
and the Company's  quarterly report on Form 10-Q for the quarter ended March 31,
1999.


         History of Losses and Accumulated Deficits

         The Company  incurred total net losses of $15,997,000 from inception to
June 30, 1999  including net losses of $1,028,000 for the quarter ended June 30,
1999.  The Company  expects to incur  losses for the  remainder  of 1999,  as it
continues to promote and expand its current  publications and develop and launch
new  products.*  There  can be no  assurance  that the  Company  will be able to
increase its  revenues or become  profitable.  The  Company's  potential  future
growth depends on many factors,  including the ability of the Company to attract
sufficient advertising customers for NewMedia,  maintain the circulation base of
NewMedia, have a productive advertising sales force that includes recently-hired
sales people,  control its costs, and  successfully  implement its marketing and
product  strategy  in  relation  to  the  corporate   digital  content  creation
marketplace.*  There can be no assurance  that the Company will be successful in
any of these efforts.

         1999 Publishing Strategy; Sales and Marketing Strategy

         The key elements of the Company's 1999 publishing strategy are to focus
on the  professional  market for  digital  content  creation,  to  maintain  the
stringent  minimum  qualification   criteria  that  potential  subscribers  were
required to meet in order to qualify  for a  subscription,  and to maintain  the
guaranteed circulation base of 215,000 qualified NewMedia readers.* In addition,
the Company is focusing on custom publishing activities,  online advertising and
its event  business to increased  revenues.*  Certain  components of production,
marketing  and  editorial   expenses   associated  with  these  strategies  will
increase.* There can be no assurance that the Company's  strategy will result in
increased  revenues or in  profitability.*  The Company has been  undergoing  an
advertising  category  transition  since the second half of 1995,  away from the
consumer

---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.
                                       11
<PAGE>

market  toward  the above  mentioned  professional  market for  digital  content
creation.  To replace these consumer market  advertisers and to grow advertising
revenues, the Company needs to sell advertisements  oriented to the professional
market for digital content creation.  There can be no assurance that the Company
will be able to sell a sufficient  number of  advertisements to the professional
market to make its strategy successful.

         Illiquidity of Trading Market; Risk of Penny Stock Status

         The  Company's  Common  Stock  trades  on the OTC  Bulletin  Board.  In
September  1998,  the Company was delisted  from trading on the Nasdaq  SmallCap
Market,  and in March 1999 the Company was delisted  from trading on the Pacific
Exchange.  Because the  Company's  Common  Stock was  delisted  from the Pacific
Exchange, the Company has become subject to the Commission's "penny stock" rules
and  therefore  an  investor  will find it more  difficult  to dispose of, or to
obtain accurate quotations as to the price of, the Company's securities.

The "penny stock" rules under the  Securities  Exchange Act of 1934, as amended,
also  impose  additional  sales  practice  and  market  making  requirements  on
broker-dealers   who  sell  and/or  make  a  market  in  such  securities.   For
transactions covered by the penny stock rules, a broker-dealer must make special
suitability determinations for purchasers and must have received the purchasers'
written  consent  to the  transactions  prior  to  sale.  In  addition,  for any
transaction  involving a penny stock,  unless exempt, the rules require delivery
prior to any transaction in a penny stock of a disclosure  schedule  prepared by
the Commission  relating to the penny stock market.  Disclosure is also required
to be  made  about  commissions  payable  to  both  the  broker-dealer  and  the
registered representative and current quotations for the securities.

Finally,  monthly  statements  are required to be sent  disclosing  recent price
information  for the penny  stock held in the  account  and  information  on the
limited market in penny stocks.  Consequently,  the Company's delisting from the
Nasdaq SmallCap Market and the Pacific  Exchange and its becoming subject to the
rules on penny  stocks  has  likely  affected  the  ability  or  willingness  of
broker-dealers  to sell and/or  make a market in the  Company's  securities  and
therefore has severely  adversely  affect the market liquidity for the Company's
securities.

         Effect of Preferred Stock Conversion, Dividend and Liquidation Features

          The  Company's  Articles  of  Incorporation  currently  authorize  the
Company to issue 10,064,516 shares of preferred stock, of which 8,512,191 shares
of preferred stock are currently issued and outstanding (the "Preferred Stock").
The Preferred  Stock, as of June 30, 1999, is convertible  into 8,712,782 shares
of the Company's Common Stock. The liquidation, dividend and conversion features
of the currently outstanding Preferred Stock are as follows.

The Series E Preferred  Stock has a  liquidation  preference  per share equal to
$.124 per share and all  accumulated  and unpaid  dividends.  After December 31,
1999, the shares of Series E Preferred Stock are convertible into such number of
shares of Common  Stock as


                                       12
<PAGE>


is determined by dividing  $0.124 by the Series E Conversion  Price in effect at
the time of the conversion.  The Series E Conversion  Price is currently  $0.478
and as a result  of the  issuance  of the  Series  J  Preferred  Stock  would be
convertible  into  2,092,050  shares  of  Common  Stock,  if it  were  currently
convertible.  Accordingly,  each share of Series E Preferred will be convertible
into approximately 0.3 shares of Common Stock. The Series E Preferred Stock also
has price-based  antidilution rights.  Pursuant to the price-based  antidilution
rights (and subject to certain  exceptions),  if the Company  issues shares at a
price below the Series E  Conversion  Price,  the Series E  Conversion  Price is
reduced to the price at which the Company issues the shares.

The Series E Preferred  also has  cumulative  dividend  rights which accrue at a
rate of $.0074 per annum (an aggregate of approximately  $60,000 per annum).  If
the Company has  accumulated  unpaid  dividends on the Series E Preferred at the
time the Series E Preferred  converts to Common Stock the  dividends  convert to
Common Stock at the  effective  Series E Conversion  Price.  If the  accumulated
dividends were to convert as of June 30, 1999,  they would be  convertible  into
784,519 shares of Common Stock.

Each of the Series F Preferred Stock,  Series G Preferred and Series H Preferred
Stock,  were issued at prices discounted at 85% of the average closing bid price
of the Company's  Common Stock as reported on the Nasdaq SmallCap Market for the
10 trading  days  ending 5  business  days  before the  closing of the sale (the
"Formula Price") of the Shares,  and each such Series was initially  convertible
into one share of Common  Stock.  The Series I  Preferred  Stock was issued at a
price  discounted at 10 times the Formula  Price and was  initially  convertible
into 10 shares of Common  Stock.  The Series J  Preferred  Stock was issued at a
price  discounted  at 20 times  the  Formula  Price  and each  share of Series J
Preferred Stock is convertible into 20 shares of Common Stock.

The  Series F  Preferred,  Series G  Preferred,  Series  H  Preferred,  Series I
Preferred  and Series J Preferred  Stock are entitled to dividends in the amount
of five percent (5%) of the Initial Sales Price of Series F Preferred,  Series G
Preferred,  Series H Preferred,  Series I Preferred and Series J Preferred Stock
per fiscal year only if declared by the Board of  Directors.  The  dividends are
not  cumulative and no rights accrue to the holders of these series of preferred
stock in the  event the  Corporation  does not  declare  or pay  dividends.  The
liquidation  preference  per share is equal to $3.039 per share for the Series F
Preferred, $0.478 per share for the Series G Preferred, $0.478 per share for the
Series H  Preferred,  $4.78 per share for the Series I  Preferred  and $9.56 per
share for the Series J Preferred Stock,  plus all declared but unpaid dividends.
No  dividends  have been  declared on the  Preferred  Stock.  Shares of Series F
Preferred, Series G Preferred, Series H Preferred, Series I Preferred and Series
J Preferred Stock are convertible  into a number of shares of Common Stock equal
to the initial sales price of each respective  series of Preferred Stock divided
by the appropriate  conversion price. The initial sales price was $3.039 for the
Series F Preferred,  $1.992 for the Series G Preferred,  $2.136 for the Series H
Preferred,  $15.62  for the  Series I  Preferred  and  $12.38  for the  Series J
Preferred.  The  conversion  prices of each of the Series F Preferred,  Series G
Preferred,  Series H  Preferred,  Series I Preferred  and Series J Preferred  is
subject  to  adjustment  in the  event of  subdivisions,  splits,  combinations,
consolidations or  reclassification  of Common Stock and similar events and, for
approximately  one year  after  the final  sale of each  Series in the event the
Company issues shares of Common Stock at a price below the applicable


                                       13
<PAGE>

conversion  price  ("price-based  antidilution").  The price-based  antidilution
feature has expired  for the Series F  Preferred  Stock,  the Series G Preferred
Stock,  the Series H Preferred  Stock, and the Series I Preferred Stock and will
expire on June 30, 1999 for the Series J Preferred Stock.

The  issuance of 57,531  shares of Series J Preferred at $9.56 per share in June
1998 was  equivalent  to an  issuance  at $0.478  per share of Common  Stock and
caused  the  conversion  prices  of each of the  Series  E  Preferred,  Series G
Preferred,  Series H Preferred,  Series I Preferred and Series J Preferred to be
adjusted to $0.478 per share.  Accordingly,  each share of Series F Preferred is
convertible  into 1 share of Common  Stock,  each share of Series G Preferred is
convertible info 4.2 shares of Common Stock, each share of Series H Preferred is
convertible into 4.5 shares of Common Stock, each share of Series I Preferred is
convertible  into  32.7  shares  of  Common  Stock  and each  share of  Series J
Preferred is convertible  into 24.1 shares of Common Stock. All shares of Series
F Preferred,  Series G Preferred,  Series H  Preferred,  Series I Preferred  and
Series J Preferred  Stock then  outstanding  shall  automatically  convert  into
shares of Common  Stock  upon the  election  of at least 67% of the  authorized,
issued and outstanding  shares of each  respective  Series of Preferred Stock to
convert  shares of Series F Preferred,  Series G Preferred,  Series H Preferred,
Series I Preferred and Series J Preferred Stock into Common Stock.

The Company also has 1,552,325 shares of additional  authorized  preferred stock
that could be issued in the future  with  terms that are more  favorable  to the
holder  than  those  that  have  been   previously   issued.   The  Articles  of
Incorporation  provide  that the Board of  Directors  is  authorized  to fix the
number of shares of any series of Preferred  Stock and to determine or alter the
rights, preferences, privileges, and restrictions granted to or imposed upon any
wholly   unissued   series  of  Preferred  Stock  and,  within  the  limits  and
restrictions  stated in any  resolution or resolutions of the Board of Directors
originally  fixing the  number of shares  constituting  any series of  Preferred
Stock,  to decrease  (but not below the number of shares of any such series then
outstanding) the number of shares of any such series  subsequent to the issue of
shares of that series.  Additionally,  the Board of Directors  may authorize the
issuance of  additional  series of Preferred  Stock.  The Board of Directors may
therefore  issue  additional  Preferred  Stock  with  voting,   liquidation  and
conversion  rights that could adversely  affect the voting power and liquidation
rights of the  holders  of Common  Stock.  When and if such  preferred  stock is
issued or converted  there will be  considerable  dilution to the then  existing
Common  stockholders.  In the event the Company  issues  preferred  stock with a
purchase price of less than $0.478 per share the Series E conversion  price will
be further  adjusted  so that more  shares of Common  Stock will be issued  upon
conversion of the Series E Preferred Stock. This will cause additional  dilution
to the voting power and liquidation rights of the holders of Common Stock.

         Control By Principal Stockholders

         The Company's  principal  stockholders,  MK Global  Ventures II and its
affiliate MK GVD Fund (together,  the "MK Entities"),  together beneficially own
over 83% of the outstanding Common Stock (assuming conversion of all outstanding
Preferred  Stock  in  Common  Stock).  In  addition,  the MK  Entities  have two
representatives   on  the  three-


                                       14
<PAGE>

person Board of Directors of the Company.  Accordingly,  the MK Entities will be
able to determine  the  composition  of the Company's  Board of Directors,  will
retain voting power to approve all matters  requiring  stockholder  approval and
will  continue to have  significant  influence  over the affairs of the Company.
This  concentration of ownership could have the effect of delaying or preventing
a change in control of the Company.

         Highly Competitive Market

         Revenues  from  NewMedia  are  derived   primarily  from  the  sale  of
advertising in the magazine and will continue to be derived  primarily from such
sales  in the  near  future.*  The  technology  publishing  industry  is  highly
competitive.  Many  of the  Company's  competitors  have  substantially  greater
financial,  sales and marketing resources than the Company.  Although the market
for digital content creation and Internet  products is an evolving  market,  the
Company competes for advertising revenue with numerous magazines and newspapers,
including  personal  computer  magazines.  There  can be no  assurance  that the
Company  will  not  experience  increased   competition  from  new  or  existing
technology  periodicals  or other media,  such as the Internet.  Such  increased
competition,  if  experienced,  would  have a  material  adverse  impact  on the
Company's ability to increase its advertising revenues.

            Risks Associated with Sales and Marketing Strategy

         The Company's ability to achieve future profitability  depends upon the
success of the Company's  strategy to retain sales  personnel in key markets and
to increase the  productivity  of existing  sales  personnel.* In July 1998, the
Company hired a new  Publisher.  The Company also hired  additional  advertising
personnel in the first and second  quarters of 1998.  Additionally,  the Company
completed  a  realignment  of its sales  force.  As part of these  changes,  the
company  dedicated  specific  sales  personnel to new revenue  opportunities  in
custom publishing,  online advertising, and conferences and focused it remaining
sale personnel on strategic accounts and vertical technology selling.  New sales
personnel typically take from six to nine months to become fully productive, and
therefore  the  Company's  operating  results  during such time may be adversely
affected by the hiring of such personnel. In addition, there can be no assurance
that such new sales  personnel will achieve  sufficient  advertising  revenue to
become  profitable for the Company after the first six to nine months or at all.
Any failure of one or more of the new personnel to become productive will have a
material adverse effect on the Company's  operating  results.  Furthermore,  the
Company's  revenues  from  advertising  sales depends upon a small number of key
sales  personnel.  Any  inability  of such  personnel  to  maintain  or increase
existing sales levels, or any turnover in such personnel,  would have a material
adverse effect on the Company's operating results.

---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.
                                       15
<PAGE>

         Uncertainty of Growth of  the Professional  Market  for Digital Content
         Creation

         NewMedia  is  targeted  toward  professional  users of digital  content
creation  products  and  services in  connection  with  computers.  The computer
industry has historically  been  characterized by business cycles. To the extent
that the computer  industry or  professional  digital  content  creation  market
experiences a significant downturn,  the Company would expect a similar downturn
in its business.  The professional  market for digital content creation products
and services is in the early stages of  development,  and  predictions as to its
size and the factors which will affect it are  inconclusive.  To the extent that
the professional  digital content creation market does not develop as quickly as
the Company anticipates or that it experiences a significant  downturn following
growth,  the Company's  ability to generate  revenue or profits may be adversely
affected.  Furthermore, even if the professional digital content creation market
does  develop  as  anticipated,  there can be no  assurance  that the demand for
NewMedia will also increase.*

         Year 2000 Compliance

         Many computer systems and software and electronic products are coded to
accept  only two digit  entries in the date code  field.  These date code fields
will need to accept four digit  entries to  distinguish  21st century dates from
20th century dates.  In addition,  certain systems and products do not correctly
process "leap year" dates. As a result, in the next 12 months,  computer systems
and  software  ("IT  System")  and other  property  and  equipment  not directly
associated  with  information  systems  ("Non-IT  Systems"),  such as elevators,
phones,  other office equipment used by many companies,  including the company's
customers  and  potential  customers  of the  Company,  may need to be upgraded,
repaired   or  replaced  to  comply  with  such  "Year  2000"  and  "leap  year"
requirements.

Although the company has  determined  that most of its  principle IT Systems are
Year 2000 compliant, certain of such internal systems have not been evaluated by
the  Company.  The Company has not yet made an  assessment  of the status of its
Non-IT Systems.

The Company  presently  estimates  that the total cost of addressing  their Year
2000 and leap year issues will be  immaterial.*  These  estimates  were  derived
utilizing numerous assumptions,  including the assumption that they have already
identified  their most  significant  Year 2000 and leap year issues and that the
plans of its third-party  suppliers will be fulfilled in a timely manner without
cost to the Company.  However, these assumptions may not be accurate, and actual
results could differ materially from those anticipated.

---------------------
* This statement is a forward looking statement reflecting current expectations.
There can be no assurance that the Company's  actual  performance  will meet the
Company's current expectations.  Investors are strongly encouraged to review the
sections entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and "Factors  Affecting  Operating Results and Market
Price  of  Stock"  for  a  discussion   of  factors  that  could  affect  future
performance.

                                       16
<PAGE>

The Company believes that the purchasing patterns of companies that subscribe to
NewMedia as well as the  Company's  advertising  clients may be affected by Year
2000 issues, as companies expend significant resources to correct or patch their
current software systems for Year 2000 compliance. These expenditures may result
in  reduced  funds  available  to  purchase  advertising  in  publications  like
NewMedia,  which  could  result in a material  adverse  effect on the  Company's
business, operating results and financial condition.

The Company has not  determined  the state of compliance of certain  third-party
suppliers of services such as phone companies, long distance carriers, financial
institutions  and  electric  companies,  the  failure of any one of which  could
severely  disrupt  the  Company's  ability to carry on its  business  as well as
disrupt the business of the Company's  customers.  The Company could be affected
through  disruptions in the operation of the enterprises  with which the Company
interacts or from general  widespread  problems or an economic crisis  resulting
from  noncompliant  Year 2000 systems.  Despite the Company's efforts to address
the Year 2000 effect on its  internal  systems  and  business  operations,  such
effect could result in a material  disruption of its business or have a material
adverse effect on the Company or the Company's business, financial condition, or
results of  operations.  The Company has not  developed  a  contingency  plan to
respond to any of the foregoing  consequences of internal and external  failures
to be Year 2000 and leap year compliant.

         Dependence on Key Personnel and Sales Personnel

         The  Company's  success  depends to a large extent upon the efforts and
abilities of key managerial  employees,  including without  limitation,  Richard
Landry, John Topping, and Kenneth Klein, the Chief Executive Officer, President,
and Chief Financial Officer, respectively, of the Company. The Company's success
also depends on the performance of key sales  personnel.  The loss of certain of
these key managers or sales  personnel  could have a material  adverse effect on
the Company.  The Company has not entered into  employment  agreements  with its
executive  officers and carries no key man insurance on their lives. The success
of the  Company's  business  will also  depend  upon its  ability to continue to
attract  and retain  qualified  employees.  Competition  for such  employees  is
intense,  and there can be no assurance  that the Company will be  successful in
attracting or retaining such personnel.


                                       17
<PAGE>




                           PART II - OTHER INFORMATION




Item 4.  Submission of Matters to a Vote of Security Holders

                  The Company held its annual meeting of shareholders on June 7,
         1999. The results of the items submitted for vote were as follows:

              1.   Election of directors to serve until the next annual meeting.

                   Nominee                   Votes for          Withheld
                   -------                   ---------          --------
                   Michael Kaufman           2,912,634          39,550
                   Greg Lahann               2,912,634          39,550
                   Richard Landry            2,902,634          49,550

              2.   Ratify the appointment of PricewaterhouseCoopers  LLP
                   as  independent  accountants  of the  Company for the
                   fiscal year ending December 31, 1999.

                   Votes for:        2,919,684
                   Votes against:       27,400
                   Abstain:              5,100
                   Non-votes:          247,953


                                       18
<PAGE>


Item 5.  Other Information

Proposals  of  shareholders  of the Company that are intended to be presented by
such  shareholders at the Company's 2000 Annual Meeting of  Shareholders,  which
are not eligible for inclusion in the proxy statement and form of proxy relating
to that  meeting,  must be received by the Company no later than March 23, 2000.
If such shareholders  fail to comply with the foregoing notice  provision,  then
the proxy  holders will be allowed to use their voting  discretionary  authority
when the proposal is raised at the 2000 Annual Meeting.

Item 6.  Exhibits and Reports on Form 8-K

        (a)      Exhibits

                  4.1      $129,000  Subordinated  Promissory  Note, dated April
                           13, 1999 issued by the Registrant to MK GVD Fund.
                  4.2      $85,000 Subordinated Promissory Note, dated April 28,
                           1999 issued by the Registrant to MK GVD Fund.
                  4.3      $125,000 Subordinated  Promissory Note, dated May 12,
                           1999 issued by the Registrant to MK GVD Fund.
                  4.4      $149,000 Subordinated  Promissory Note, dated May 26,
                           1999  issued by the  Registrant  to MK GVD Fund.
                  4.5      $130,000 Subordinated Promissory Note, dated June 11,
                           1999 issued by the Registrant to MK GVD Fund.
                  4.6      $86,000 Subordinated  Promissory Note, dated June 28,
                           1999 issued by the Registrant to MK GVD Fund.
                  4.7      $422,000 Subordinated Promissory Note, dated June 30,
                           1999 issued by the Registrant to MK GVD Fund.
                 27.1      Financial Data Schedule.

        (b)       No reports on Form 8-K were  filed by the  Company  during the
                  fiscal quarter ended June 30, 1999.

Items 1,2 and 3 are not applicable and have been omitted.


                                       19
<PAGE>




SIGNATURES

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

Date:    August 13, 1999             HyperMedia Communications, Inc.


                                     By: \s\ Kenneth Klein
                                         ------------------
                                     Kenneth Klein, Vice President of Finance
                                     and Administration, Chief Financial Officer
                                     and Secretary
                                    (Principal Financial and Accounting Officer)

                                       20