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 September 30, 2000

                                       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 October 15, 2000,  3,200,975 shares of the Registrant's  common stock were
issued and outstanding.


<PAGE>

<TABLE>
                                                 TABLE OF CONTENTS
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                                <C>
PART I            FINANCIAL INFORMATION..........................................................................  2

         ITEM 1.           Financial Statements

                           Condensed Balance Sheets as of September 30, 2000 and
                           December 31, 1999.....................................................................  2
                           Condensed Statements of Operations for the Three and Nine Months Ended September 30,
                           2000 and September 30, 1999...........................................................  3
                           Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2000 and
                           September 30, 1999....................................................................  4
                           Notes to Condensed Financial Statements...............................................  5

         ITEM 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations   7

         ITEM 3.           Quantitative and Qualitative Disclosure about Market Risk............................. 20

PART II           OTHER INFORMATION.............................................................................. 21

         ITEM 1.           Legal Proceedings..................................................................... 21

         ITEM 2.           Changes in Securities and Use of Proceeds............................................. 21

         ITEM 3            Defaults Upon Senior Securities....................................................... 21

         ITEM 4.           Submission of Matters to a Vote of Security Holders................................... 21

         ITEM 5.           Other Information..................................................................... 21

         ITEM 6.           Exhibits and Reports on Form 8-K...................................................... 21

SIGNATURES....................................................................................................... 22

</TABLE>

<PAGE>


<TABLE>
                                                   PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                           BALANCE SHEETS

<CAPTION>
                                                                                                  September 30,        December 31,
                                                                                                       2000               1999
                                                                                                   ------------        ------------
                                                                                                    (UNAUDITED)

<S>                                                                                                <C>                 <C>
Assets
Current assets:
    Cash and cash equivalents                                                                      $    467,000        $    336,000
    Accounts receivable, net of allowance for
        doubtful accounts of $61,000 and $56,000                                                        171,000             177,000
    Prepaid expenses and other assets                                                                   319,000             104,000
                                                                                                   ------------        ------------
        Total current assets                                                                            957,000             617,000

Property and equipment, net                                                                             149,000             133,000
                                                                                                   ------------        ------------
        Total Assets                                                                               $  1,106,000        $    750,000
                                                                                                   ============        ============

Liabilities, convertible Preferred Stock and Shareholders' Equity (Deficit)
Current liabilities:
    Note payable - related party                                                                   $  7,914,000        $  4,127,000
    Accounts payable                                                                                    182,000             326,000
    Accrued liabilities                                                                                 887,000             621,000
    Deferred revenue                                                                                    200,000              14,000
                                                                                                   ------------        ------------
        Total current liabilities                                                                     9,183,000           5,088,000
                                                                                                   ------------        ------------

Convertible Preferred Stock, $.001 par value; 20,064,516
    shares authorized;$4,000,000 aggregate liquidation amount;
    8,512,191 shares issued and outstanding                                                           3,924,000           3,924,000
                                                                                                   ------------        ------------

Shareholders' equity (deficit):
    Common Stock, $.001 par value; 50,000,000 shares
       authorized; 3,200,975 and 3,200,137 shares issued and
       outstanding                                                                                   10,427,000          10,427,000
    Accumulated deficit                                                                             (22,428,000)        (18,689,000)
                                                                                                   ------------        ------------
        Total shareholders' equity (deficit)                                                        (12,001,000)         (8,262,000)
                                                                                                   ------------        ------------

        Total Liabilities, Convertible Preferred Stock and Shareholders' Equity
          (Deficit)                                                                                $  1,106,000        $    750,000
                                                                                                   ============        ============


<FN>
                                 See the accompanying notes to these condensed financial statements.
</FN>
</TABLE>

                                                         2

<PAGE>


<TABLE>
                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                      STATEMENTS OF OPERATIONS
                                                             (UNAUDITED)

<CAPTION>
                                                         Three months ended September 30,           Nine months ended September 30,
                                                         --------------------------------          --------------------------------
                                                            2000                  1999                 2000                 1999
                                                         -----------          -----------          -----------          -----------
<S>                                                      <C>                  <C>                  <C>                  <C>
Revenues
Advertising revenues                                     $     7,000          $   708,000          $   195,000          $ 2,550,000
Other revenues                                               142,000               95,000              664,000              371,000
                                                         -----------          -----------          -----------          -----------
            Total revenues                                   149,000              803,000              859,000            2,921,000

Cost of advertising revenue                                  441,000            1,213,000            1,344,000            3,383,000
                                                         -----------          -----------          -----------          -----------

Gross profit                                                (292,000)            (410,000)            (485,000)            (462,000)
                                                         -----------          -----------          -----------          -----------

Expenses:
    Sales and marketing                                      372,000              429,000            1,606,000            1,494,000
    Product development                                         --                150,000               95,000              150,000
    General and administrative                               411,000              291,000            1,077,000              867,000
                                                         -----------          -----------          -----------          -----------
            Total expenses                                   783,000              870,000            2,778,000            2,511,000
                                                         -----------          -----------          -----------          -----------

Loss from operations                                      (1,075,000)          (1,280,000)          (3,263,000)          (2,973,000)

Interest and other expense, net                              198,000               65,000              476,000              139,000
                                                         -----------          -----------          -----------          -----------
Net loss                                                 $(1,273,000)         $(1,345,000)         $(3,739,000)         $(3,112,000)
                                                         ===========          ===========          ===========          ===========

Net loss per share, basic and
  diluted                                                $     (0.40)         $     (0.42)         $     (1.17)         $     (0.97)
                                                         ===========          ===========          ===========          ===========

Weighted average shares                                    3,200,975            3,200,137            3,200,773            3,200,137
                                                         ===========          ===========          ===========          ===========

<FN>
                                 See the accompanying notes to these condensed financial statements.
</FN>
</TABLE>

                                                                  3

<PAGE>

<TABLE>
                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                      STATEMENTS OF CASH FLOWS
                                                             (UNAUDITED)

<CAPTION>
                                                                                                 Nine months ended September 30,
                                                                                               ------------------------------------
                                                                                                  2000                      1999
                                                                                               -----------              -----------
<S>                                                                                            <C>                      <C>
Cash flow from operating activities:
      Net loss                                                                                 $(3,739,000)             $(3,112,000)
      Adjustments to reconcile net loss to net
            Cash used in operating activities:
            Depreciation and amortization                                                          101,000                  253,000
            Allowance for doubtful accounts                                                          5,000                   41,000
            Change in assets and liabilities:
                    Accounts receivable                                                              1,000                  (10,000)
                    Prepaid expenses and other assets                                             (215,000)                 129,000
                    Accounts payable                                                              (144,000)                 (95,000)
                    Accrued liabilities                                                            266,000                  327,000
                    Deferred revenue                                                               186,000                  354,000
                                                                                               -----------              -----------
Net cash used in operating activities                                                           (3,539,000)              (2,113,000)
                                                                                               -----------              -----------

Net cash used in investing activities for:
      Purchase of fixed assets                                                                    (117,000)                 (17,000)
                                                                                               -----------              -----------
Cash flows from financing activities:
      Proceeds from notes payable - related party                                                3,787,000                2,236,000
      Proceeds from notes payable - line of credit                                                    --                    182,000
      Repayment of line of credit                                                                     --                   (350,000)
                                                                                               -----------              -----------
Net cash provided by financing activities                                                        3,787,000                2,068,000
                                                                                               -----------              -----------

Net increase (decrease) in cash                                                                    131,000                  (62,000)

Cash at beginning of period                                                                        336,000                  182,000
                                                                                               -----------              -----------

Cash at end of period                                                                          $   467,000              $   120,000
                                                                                               ===========              ===========

Supplemental disclosure of cash flow information:
      Cash paid during the period for interest                                                 $    13,000              $    33,000
                                                                                               ===========              ===========

<FN>
                                 See the accompanying notes to these condensed financial statements.
</FN>
</TABLE>

                                                                  4

<PAGE>

                         HYPERMEDIA COMMUNICATIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

         The  financial  statements  of  HyperMedia  Communications,  Inc.  (the
"Company")  as of  September  30, 2000 and for the three and nine  months  ended
September 30, 2000 and 1999,  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, 1999
and the notes thereto  included in the Company's annual report on Form 10-K. The
results of  operations  for the three and nine months ended  September 30, 2000,
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.

On October 17, 2000,  the Company  announced that due to its inability to secure
necessary financing,  it suspended  operations,  laid off most of its staff, and
began an orderly wind-down of the Company, which it hopes to complete as soon as
possible.  Management  is  exploring  options to sell the Company or its assets.
There can be no assurances that the Company will be successful in  accomplishing
any such sale or that the proceeds will exceed the Company's liabilities. If the
Company cannot generate  sufficient proceeds from the sale of the Company or its
assets  to pay off its  existing  liabilities,  it will be  unable  to make  any
distributions  to preferred and common  shareholders.  At the present time,  the
Company does not anticipate being able to pay off its liabilities in full, which
makes any distribution to either preferred or common shareholders unlikely. This
is a  significant  change  in  the  Company's  business  model.  Readers  should
carefully review all the information in this document including the risk factors
contained in the "Factors Affecting Operating Results and Market Price of Stock"
section of this report.

         During  September  1999,  the Company  announced a change in operations
from a traditional print publication to an enhanced,  internet-based information
service.  The Company  published its final issue of NewMedia  magazine and began
devoting its resources to the  development of its website,  newmedia.com,  which
provided  daily  news  and  information   services  to  the  Internet  architect
community.  The Company also continued to produce the NewMedia  INVISION  Awards
Festival,  a juried  digital media  competition  and  conference  that sought to
identify  the most  original  and  creative  ideas  within the  global  Internet
architect community.


                                        5

<PAGE>

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting standards for derivative instruments, including derivative instruments
in other contracts  (collectively  referred to as derivatives),  and for hedging
activities.  In June 1999,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial Accounting Standards No. 137, "Accounting for Derivatives
Instruments and Hedging  Activities-Deferral of Effective Date of FASB Statement
No. 133." SFAS No. 133, as amended by SFAS No. 137, is effective  for all fiscal
quarters  of all fiscal  years  beginning  after  June 15,  2000,  with  earlier
application  encouraged.  The Company does not currently,  nor does it intend in
the future, to use derivative instruments.  The Company is evaluating the impact
that the adoption of SFAS No. 133 will have on its financial position or results
of operations.

         In December 1999, the Securities and Exchange  Commission  issued Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial  Statements."
SAB 101 provides  guidance on the recognition,  presentation,  and disclosure of
revenue  in  financial  statements  filed with the SEC and is  effective  in the
fourth quarter of 2000. The Company does not anticipate that the adoption of SAB
101 will have a material effect.

         Advertising  revenues from  newmedia.com are recognized over the period
delivered,  provided that no  significant  obligations  remain at the end of the
period and the collection of the resulting receivable is probable.

         Other revenues,  comprised  primarily of postal and email list rentals,
are  recognized  upon  use  by  the  customer,   provided  that  no  significant
obligations remain and the collection of the resulting receivable is probable.

         Certain 1999 balances have been reclassified for comparative purposes.

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 and nine month periods ended  September 30, 2000
and 1999, as their effect is anti-dilutive.


                                       6

<PAGE>

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

This  section  and  other  parts of this  Annual  Report  on Form  10-Q  contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933,  as amended,  and Section 21E of the  Securities  Exchange  Act, as
amended,  that involve  risks and  uncertainties,  including  but not limited to
statements regarding our strategy, plans, objectives, expectations,  intentions,
financial  performance,  and  revenue  sources.  Our actual  results  may differ
significantly  from  those  anticipated  or  implied  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." You 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")  was
incorporated in California in August 1989, and produced information and business
services for the global Internet Architect  community.  Internet  Architects are
professionals who utilize business,  design, and technology skills to create Web
sites  and  Internet-driven   businesses.   Our  primary  product  offering  was
newmedia.com,  a vertical  portal on the World  Wide Web  targeted  to  Internet
Architects.  We also produced the NewMedia  INVISION Awards Festival,  an annual
competition  and  conference  that  sought to  identify  the most  original  and
creative ideas within the global Internet Architect community.

         On October 17, 2000 we  announced  that due to our  inability to secure
necessary  financing,  we suspended  operations,  laid off most of our staff and
began an orderly  wind-down of the Company, which we hope to complete as soon as
possible.  We are exploring options to sell the Company or its assets. There can
be no assurances  that we will be successful in  accomplishing  any such sale or
that the proceeds will exceed our liabilities.  If we cannot generate sufficient
proceeds  from the sale of the  Company  or its  assets to pay off our  existing
liabilities, we will be unable to make any distributions to preferred and common
shareholders.  At the present time, we do not  anticipate  being able to pay off
our liabilities in full,  which makes any  distribution  to either  preferred or
common  shareholders  unlikely.  This is a  significant  change in our  business
model.  Readers  should  carefully  review all the  information in this document
including the risk factors contained in the "Factors Affecting Operating Results
and Market Price of Stock" section of this report.

         Prior to September  1999,  our primary  product was  NewMedia  magazine
("NewMedia"). NewMedia was the largest publication serving the corporate digital
content  market  with a  controlled  circulation  of more than  215,000  digital
content   professionals.   "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.  NewMedia's mission was to give its readers the tools to be successful
digital content professionals by identifying the newest products,  technologies,
and strategies to keep their businesses  competitive.  Revenue from NewMedia was
derived primarily through the sale of advertisements in the magazine.

         In September  1999,  we  announced  that we had ceased  publication  of
NewMedia  magazine  in order to  devote  our  resources  to the  development  of
newmedia.com and other  information and business services targeted to the global
Internet Architect community.


                                       7

<PAGE>

         Our  business  strategy  was to  develop  a  series  of  Internet-based
information and business services targeting Internet Architects,  a new breed of
Internet   professionals   involved  in   building   the  next   generation   of
Internet-driven  businesses.  These  professionals work at interactive  agencies
such as  USWEB/CKS,  Razorfish,  and IXL and on corporate  Internet  development
teams  in the  United  States  and  in  countries  around  the  globe.  Internet
Architects  include  business  strategy,  business  development,  and  sales and
marketing professionals;  creative professionals,  designers, and producers; and
technical professionals and Web site developers.  Internet Architects are at the
forefront of a trend toward combining business, design, and technology skills in
the service of developing successful Internet-based businesses.

         In 1999,  we developed  newmedia.com,  a vertical  portal  specifically
targeting the global Internet  Architect  community.  A "vertical  portal" is an
Internet  Web site that  features  information  and/or  services for a specific,
well-defined  class or community of  consumers  or  professionals.  The Web site
launched in January 2000.

         Newmedia.com  featured daily news and  information on best practices in
Internet  business,  design,  and  technology,   designed  to  educate  Internet
Architects  and help them stay on the cutting  edge.  The site was geared toward
enhancing the user's experience and providing customized marketing  capabilities
to our advertisers and business partners.

         Our  advertising  revenues  were  derived  primarily  from  the sale of
advertising spots, site sponsorships, and newsletter advertisements.

         We also earned revenue from the NewMedia INVISION  Festival,  an annual
competition  and  conference  that  sought to  identify  the most  original  and
creative ideas within the global  Internet  Architect  community.  Event revenue
consisted of entry fees to the  competition,  sponsorship fees for the Festival,
and conference and event ticket sales.

         Finally,  we earned  revenue  through the rental of our postal  mailing
list of former  subscribers  to NewMedia  magazine and email list of  registered
users of  newmedia.com.  We  currently  possess an email  list of  approximately
71,000 registered site users and former magazine subscribers.

Results of Operations

Revenues

         Revenues  for the three  and nine  months  ended  September  30,  2000,
primarily  consisted of  advertising on  newmedia.com  and postal and email list
rentals.  Revenues  for the three and nine  months  ended  September  30,  1999,
primarily consisted of advertising in NewMedia magazine and postal list rentals.
Total  revenues  were  $149,000 for the three months ended  September  30, 2000,
compared to $803,000 for the three months ended September 30, 1999. For the nine
months ended  September  30, 2000,  total  revenues  were  $859,000  compared to
$2,921,000 for the nine months ended September 30, 1999.


                                       8

<PAGE>

         Advertising  revenues were $7,000 for the three months ended  September
30, 2000,  compared to $708,000,  for the three months ended September 30, 1999.
For the nine months ended September 30, 2000, advertising revenues were $195,000
compared to $2,550,000 for the nine months ended September 30, 1999. The decline
in advertising  for the three and nine months ended  September 30, 2000 from the
same period last year is primarily due to our shift in business  strategy from a
print  publisher to an  Internet-based  vertical  portal  providing  daily news,
information,  and business services to the global Internet  Architect  community
through our new Web site newmedia.com, which was launched in late January 2000.

         Other  revenues,  which  primarily  consist  of postal  and email  list
rentals were $142,000 for the three months ended  September 30, 2000 compared to
$95,000 for the three  months  ended  September  30,  1999.  This  increase  was
primarily  due to higher list rentals.  For the nine months ended  September 30,
2000 other revenues were $664,000 compared to $371,000 for the nine months ended
September  30, 1999.  This increase was primarily due to higher list rentals and
the one-time sale of a portion of the NewMedia magazine subscriber list.

Cost of Advertising Revenues

         Cost of  advertising  revenues  for the  three  and nine  months  ended
September 30, 2000,  consists of the expenses associated with the production and
operation of  newmedia.com.  These costs  primarily  consist of editorial  costs
associated with the production of content for newmedia.com,  Internet connection
charges and equipment  depreciation.  Cost of advertising revenues for the three
and nine months ended  September 30, 1999,  consists of the expenses  associated
with the  production  of NewMedia  magazine.  These costs  primarily  consist of
editorial  and design  costs  associated  with the  production  of  content  for
NewMedia  magazine,  and  production and  circulation  charges for producing and
distributing the magazine.

         Cost of  advertising  revenues were $441,000 for the three months ended
September 30, 2000,  compared to $1,213,000 for the three months ended September
30, 1999.  For the nine months ended  September  30, 2000,  cost of  advertising
revenues  were  $1,344,000  compared to  $3,383,000  for the nine  months  ended
September 30, 1999.  The decline in cost of  advertising  revenues for the three
and nine months ended  September  30,  2000,  from the same period last year was
directly  related to our  decision  to cease  publishing  Newmedia  magazine  in
September 1999.

Sales and Marketing

         Sales and  marketing  expenses were $372,000 for the three months ended
September 30, 2000 compared to $429,000 for the three months ended September 30,
1999. For the nine months ended September 30, 2000, sales and marketing expenses
were  $1,606,000  compared to $1,494,000 for the nine months ended September 30,
1999.  The decline in sales and  marketing  expenses  for the three months ended
September  30, 2000,  over the same period last year is  primarily  due to lower
sales compensation and commission  expense.  The increase in sales and marketing
expenses for the nine months


                                       9

<PAGE>

ended  September  30, 2000,  over the same period last year is primarily  due to
increased  advertising and promotional  activities associated with the launch of
newmedia.com.

Product Development

         Product  development  expenses  were  $0 for  the  three  months  ended
September 30, 2000  compared to $150,0000  for the three months ended  September
30, 1999.  For the nine months ended  September  30, 2000,  product  development
expenses were $95,000  compared to $150,000 for the nine months ended  September
30, 1999.  The decrease in product  development  expenses for the three and nine
months  ended  September  30,  2000,  over the same period last year is due to a
reduction in development expenses for newmedia.com.

General and Administrative

         General  and  administrative   expenses  for  the  three  months  ended
September  30,  2000,  were  $411,000  compared to $291,000 for the three months
ended September 30,  1999.For the nine months ended September 30, 2000,  general
and  administrative  expenses were  $1,077,000,000  compared to $867,000 for the
nine months ended September 30, 1999. The increase in general and administrative
expenses for the three and nine months ended  September 30, 2000,  over the same
period  last year was  primarily  due to an increase  in  professional  fees and
recruitment expenses related to the staffing of newmedia.com.

Interest and Other Expense, Net

         Interest  and other  expense,  net were  $198,000  for the three months
ended  September  30,  2000,  compared  to $65,000  for the three  months  ended
September 30, 1999. For the nine months ended  September 30, 2000,  interest and
other expense,  net were $476,000 compared to $139,000 for the nine months ended
September 30, 1999. The increase in expenses for the three and nine months ended
September  30,  2000,  over the same  period  last  year  was  primarily  due to
increased interest expense associated with our increased borrowing in 2000.

Net Loss

         We  reported  a net  loss of  $1,273,000  for the  three  months  ended
September 30, 2000,  compared to a net loss of  $1,345,000  for the three months
ended  September 30, 1999. For the nine months ended September 30, 2000, our net
loss was $3,739,000  compared to $3,112,000 for the nine months ended  September
30, 1999. The decrease in the net loss for the three months ended  September 30,
2000 over the same period  last year was  primarily  due to a  reduction  in the
gross profit loss, lower sales and product development costs partially offset by
higher general and  administrative  costs and interest expense.  The increase in
the net loss for the nine months ended  September  30, 2000 over the same period
last  year  was   primarily   due  to  increased   marketing   and  general  and
administrative costs and higher interest expense.


                                       10

<PAGE>

Liquidity and Capital Resources

         At  September   30,  2000,  we  had  a  working   capital   deficit  of
approximately  ($8,226,000) and our principal  source of liquidity  consisted of
approximately  $467,000 in cash and funds loaned to us by our major  shareholder
MK Global Ventures, in association with its MK GVD Fund. These borrowings accrue
interest at a rate of 10% per annum and are  collateralized by the assets of the
company.  Principal  and accrued  interest  is due and payable on demand,  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.  During the quarter
ended September 30, 2000,  $2,898,000 in notes that had become due were extended
for an additional 180 days. At September 30, 2000,  $7,914,000  was  outstanding
under these notes.

         On October 17, 2000 we  announced  that due to our  inability to secure
necessary  financing,  we suspended  operations,  laid off most of our staff and
began an orderly  wind-down of the Company, which we hope to complete as soon as
possible.  We are exploring options to sell the Company or its assets. There can
be no assurances  that we will be successful in  accomplishing  any such sale or
that the proceeds will exceed our liabilities.  If we cannot generate sufficient
proceeds  from the sale of the  Company  or its  assets to pay off our  existing
liabilities, we will be unable to make any distributions to preferred and common
shareholders.  At the present time, we do not  anticipate  being able to pay off
our liabilities in full,  which makes any  distribution  to either  preferred or
common  shareholders  unlikely.  This is a  significant  change in our  business
model.  Readers  should  carefully  review all the  information in this document
including the risk factors contained in the "Factors Affecting Operating Results
and Market Price of Stock" section of this report.

         Capital expenditures for the nine months ended September 30, 2000, were
$117,000 compared to $17,000 for the nine months ended September 30, 1999. These
expenditures  primarily  consist of desktop personal  computer  replacements and
software upgrades.

         Net cash used in  operating  activities  were  $3,539,000  for the nine
months  ended  September  30,  2000,  and  $2,113,000  for the nine months ended
September 30, 1999.

         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 our ability to sell the Company.

Factors Affecting Operating Results And Market Price Of Stock

         This section and other parts of this Annual Report on Form 10-Q contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933,  as amended,  and Section 21E of the  Securities  Exchange  Act, as
amended,  that involve  risks and  uncertainties,  including  but not limited to
statements regarding our strategy, plans, objectives, expectations,  intentions,
financial  performance,  and  revenue  sources.  Our actual  results  may differ
significantly  from  those  anticipated  or  implied  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".  You
are cautioned not to place undue reliance on these  forward-looking  statements,
which speak only as of the date hereof.


                                       11

<PAGE>

         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, 1999

         We are shutting our  operations  and looking for a buyer of our assets.
Regardless of our success in these  efforts the  following  risk factors will be
rendered  moot as  those  factors  cease to  apply  with  the  shut  down of our
operations.

Our  attempt to sell the  Company or its assets may not  generate  the  proceeds
necessary to payoff all of our liabilities.

         If we cannot generate sufficient proceeds from the sales of the Company
or its assets to payoff our existing liabilities,  we will be unable to make any
distributions to preferred and common  shareholders.  At the present time, we do
not anticipate  being able to pay off our  liabilities in full,  which makes any
distribution to either preferred or common shareholders unlikely.

We have a history  of losses  and  accumulated  deficits  and we expect to incur
losses in the foreseeable future.

         We have  incurred  total net losses of  $22,428,000  from  inception to
September 30, 2000. We expect to incur losses for the  foreseeable  future as we
transform our business model from a traditional print publisher to a producer of
information  and  business  services  for the  Internet  Architect  professional
community.  There can be no  assurance  that our new  business  strategy and our
redesigned  Web  site  will  enable  us  to  increase  our  revenues  or  become
profitable.  Our potential future growth depends on many factors,  including the
acceptance of the redesigned  newmedia.com by the Internet Architect  community,
our  ability to  attract  an  increasing  number of users to  newmedia.com,  our
ability to attract sufficient advertising customers to newmedia.com, our ability
to hire and retain a productive advertising sales force, our ability to hire and
retain a creative  editorial  staff,  our ability to manage the technical issues
related to a major Web site,  and our  ability  to  successfully  implement  our
marketing  and product  strategies.  There can be no  assurance  that we will be
successful in any of these efforts.

We have  recently  shifted our business  strategy to focus on an  Internet-based
information service and we do not know if we will be successful.

         The key element of our business strategy is to transform ourselves from
a traditional  print  publisher to an enhanced  Internet-based  information  and
business  service  designed to meet the growing needs of the Internet  Architect
business professionals. To accomplish this objective we must continually develop
new and  interesting  content  and  deliver  it in such a way that the  Internet
Architect  community  will find  newmedia.com  both a rewarding  and  satisfying
experience. This will require additional investments in editorial staff, content
creation,  and technology expenses. To the extent that our site's content is not
perceived as being interesting and compelling or our site experiences  technical
difficulties,  our ability to attract Internet Architects professionals and sell
advertising  specifically targeted toward them will be negatively impacted.  Due
to this  shift in  business  strategy,  investors  should  consider  the  risks,
expenses, and difficulties that are encountered by Internet-based  businesses in
new and rapidly evolving markets.


                                       12

<PAGE>

Our limited history makes evaluating our business difficult.

         Because we converted our business from a traditional print publisher to
an  Internet-based  information  and business  service  model with the launch of
newmedia.com in January 2000, we have limited operating history that can be used
to evaluate our business.  You must consider the risk, expenses and difficulties
frequently  encountered  by  early-stage  companies in new and rapidly  evolving
markets, including news and information service companies on the Internet.

Our quarterly results may fluctuate resulting in volatility in our stock.

         Our quarterly  results may fluctuate  significantly  due to a number of
factors,  many of which are outside of our control.  These factors include:  our
ability to attract and retain  advertisers;  the timing and  uncertainty  of our
advertising  sales;  seasonal declines in advertising sales, which are generally
lower in the first and third  calendar  quarters of each year;  system  downtime
resulting from technical difficulties, and the amount and timing of expenditures
related to the expansion of our business operations and infrastructure.

         Because  of  these   factors,   we  believe   that   quarter-to-quarter
comparisons  may not be a good indication of future  performance.  If our future
quarterly performance falls below investor and market analyst expectations,  the
price of our common stock may decline.

If we do not  increase  our user base and the length of time users  spend on our
site, our ability to attract advertisers and sponsors will be impaired.

         Our business is dependent on increasing the number of users of our site
and  increasing the amount of time that they spend on our site. If we are unable
to increase our user base and the length of time that users spend when they come
to our site we may be unable to attract  and sign  advertising  and  sponsorship
agreements, which could have a material adverse effect on our business.

If we are unable to build and  develop  our brand,  our  ability to execute  our
business strategy will be impaired.

         Building and increasing  awareness of the  newmedia.com  brand is a key
element of our  strategy to attract  users and  advertisers  to our site.  As we
grow, we could face increased  competition from existing and new Internet sites.
Brand awareness will become an increasingly  important means of  differentiating
ourselves in the minds of our users and advertiser. If we are unable to continue
to increase our brand awareness our business could suffer.

If the acceptance of the Internet as a distribution channel does not continue to
grow, it could have a material adverse effect on our business.

         Our  business  is  highly   dependant  on  the  growth  and   continued
development  of the  Internet  as a means  of  distributing  news,  information,
services and  personalized


                                       13

<PAGE>

advertising to our targeted users base. Our business could be adversely impacted
if the acceptance of the Internet as a distribution channel does not continue to
grow, or grows more slowly.  Factors that may inhibit the growth of the Internet
include:  inadequate  network structure;  security  concerns;  privacy concerns;
inconsistent   quality  of  service;   and   unavailability  of  cost-effective,
high-speed access to the Internet.

We do not know if our Web site will attract  users,  which could have a material
adverse effect on our business.

         We are  redesigning  our Web site to  provide  the  Internet  Architect
community  with a rich  and  rewarding  daily  experience.  If the look and feel
functionality  of our  redesigned  Web site is not  attractive  to the  Internet
Architect community or if our content is not perceived as being interesting, and
compelling we may be unable to attract  sufficient  users  necessary to generate
the level of revenues required to achieve profitability.

If our site  experiences  system  problems  resulting in down time,  we may lose
users  and  advertisers,  which  could  have a  material  adverse  effect on our
business.

         Providing  timely,  new information and other business  services to our
users in an efficient  manner is an important  aspect of building our user base.
Similarly,  the tracking,  measurement and reporting of advertisements served on
our site to our  advertisers  is an important  part of building and  maintaining
strong advertising relationships.

         Our  site  is  an  integrated  system  based  on  purchased   hardware,
proprietary and third-party  software and various third-party service providers,
such as Web hosting and ad-serving companies. If any of the hardware,  software,
or service  providers  fails to perform,  the resulting  system  downtime  could
result in dissatisfaction  on the part of our users or advertisers,  which could
have a material adverse affect on our operating results.

If we do not retain our sales  personnel  or attract  new sales  personnel,  our
ability to execute our business strategy will be impaired.

         Our ability to achieve future profitability depends upon our success in
hiring and retaining sales personnel in key markets and to successfully transfer
the  productivity  of our existing sales  personnel from the  traditional  print
marketplace  to Internet  based sales.  In October of 1999, we hired a new Sales
Director. We may hire additional personnel in coming months.  However, new sales
personnel  typically take from six to nine months to become fully productive and
our operating  results during this time may be adversely  affected by the hiring
of such  personnel.  In addition,  there can be no assurance  that our new sales
personnel  will  generate  sufficient  advertising  revenue  for  us  to  become
profitable.  Furthermore,  any turnover in our  personnel  could have a material
adverse effect on our operating results.


                                       14

<PAGE>

Our  time-based  advertising  model is new and unproven,  if  advertisers do not
accept this model,  or if our users do not respond to the  time-based  ads being
served, our ability to generate advertising revenues will be impaired.

         Our  time-based  advertising  model is a new and  unproven  approach to
advertising on the Internet.  Traditional advertising is based on the concept of
placing ad spots on individual content pages. As viewers move through a site the
ads change at the same time the pages change.

         Due to our site's  design  our  banner  spot does not change as viewers
read additional  content and move through our site. This allows us to maintain a
fixed  ad spot  that  can be sold on the  basis of time  similar  to  radio  and
television.

         If advertisers  do not perceive an advantage to time-based  advertising
on the Internet or if our users do not respond to our time-based ads with either
the same or greater  click-through  rates  generated  by  traditional  page-view
advertising our ability to generate advertising revenues will be impaired, which
could have a material adverse effect on our business.

If users of our site elect not to register,  our ability to execute our business
strategy will be impaired.

         Our business  strategy is dependant on attracting  and  increasing  our
registered  user base.  When users visit our site they have the  opportunity  to
register  for our site by  providing  us their  names,  email  addresses,  and a
primary area of interest.  By  registering  we are able to, track users' content
viewing   habits  and  serve   advertisements   targeted  to  their   individual
preferences.  This  information,  we  believe,  also  allows us to attract  more
advertisers at potentially  premium rates due to the targeted  nature of how the
ads are served. If users elect not to register due to privacy or other concerns,
our ability to execute our business strategy will be impaired.

We do not know if we will be able to attract sufficient advertisers, which could
have an adverse effect on our business.

         Revenues for newmedia.com will, for the near future,  consist primarily
of  time-based  ad  spots,   sponsorship,   and  newsletter   advertising.   The
Internet-based  advertising  industry is highly competitive and is continuing to
evolve. Many of our competitors have substantially greater financial, sales, and
marketing  resources  than  we  do.  If we  are  unable  to  demonstrate  strong
acceptance of our Web site by the Internet Architect community, we may be unable
to attract sufficient  advertisers,  and our revenues and operating results will
be  negatively  impacted.  Also,  there  can be no  assurance  that we will  not
experience  increased  competition  from new or existing Web sites,  which would
have a material  adverse  impact on the our ability to increase our  advertising
revenues.


                                       15

<PAGE>

If we fail to establish and maintain affiliate business  partnerships,  our user
base and  revenue  opportunities  could  decrease,  which  could have a material
adverse effect on our business.

         We are dependant on building affiliate business  partnerships that will
provide   meaningful   and   useful   services   and  tools  to  our  users  and
revenue-sharing   opportunities  for  us.  There  is  intense   competition  for
partnerships  on the  Internet.  If we unable to develop  new  partnerships  and
maintain existing relationships,  our ability to maintain and grow our user base
and generate affiliated revenue transactions would be impaired, which could have
a material adverse effect on our business.

Our conferences  and events  business may not be profitable,  which could have a
material adverse effect on our business.

         The conferences and events  business is a highly  competitive  business
with  intense  competition  for  event  locations,   event   sponsorships,   and
participants. Furthermore, the event business requires advance commitments for a
number  of  items  including  venues,   speakers,   equipment,  and  advertising
promotions.  If we are unable to generate sponsorship fees or event ticket sales
that exceed the costs associated with producing the event, our operating results
could be adversely affected.

If we do not retain  creative  editorial  staff or attract new staff and outside
contributors, our ability to execute our business strategy will be impaired.

         An  element  of  our  business  strategy  is to  provide  the  Internet
Architect  community with a daily news and  information  service.  To accomplish
this, we need to hire and retain a highly creative and motivated editorial staff
and outside  contributors  to continually  develop  original,  interesting,  and
compelling  content.  If we are unable to retain or replace a significant number
of our  editorial  staff or outside  contributors  that leave our  company,  our
operating results could be negatively affected.

We depend on key personnel, and our inability to retain or attract key personnel
could impair our business strategy.

         Our success depends to a large extent upon the efforts and abilities of
key managerial  employees,  including,  without limitation,  the Chief Executive
Officer, President, and Chief Financial Officer of the Company. Our success also
depends on the performance of key sales and other management personnel. The loss
of certain of these key managers could have a material  adverse effect on us. We
have not entered into  employment  agreements  with our  executive  officers and
carry no key man insurance on their lives. Our success also will depend upon our
ability to continue to attract and retain qualified  employees.  Competition for
such  employees  is  intense,  and  there  can be no  assurance  that we will be
successful in attracting or retaining such personnel.


                                       16

<PAGE>

We may be unable to manage our growth or  implement  our  marketing  and product
strategies,  and, if we cannot do so, it could have a material adverse effect on
our business.

         Our transition into an Internet-based  information and business service
targeting the Internet Architect community has positioned us in a market that is
growing  rapidly  and  experiencing  significant  growth  in number of users and
bandwidth.  As we adapt to this  changing  environment  we will  need to  manage
growth in a number of areas.  On a technical  level, we will have to continually
enhance and expand our Internet  infrastructure and maintain a reliable network.
From a  management  perspective,  we will  have to  implement  and  improve  our
managerial   controls  and  procedures  and  operating  and  financial  systems.
Additionally, as our business expands, we will have to hire, train, and manage a
growing workforce.  Also, growth and the competitive marketplace will require us
to develop and implement new marketing and product  strategies.  There can be no
assurance that we have allowed for the costs and risks associated with a rapidly
growing and evolving  market or that we will be able to  effectively  manage the
challenges we will face. If we are unable to effectively  manage our growth, our
business and operating results could be negatively impacted.

Changes in government  regulations  could  increase our cost of doing  business,
which could have a material adverse effect on our business.

         Currently,   there  are  few  laws  and   regulations   that   regulate
communication,  content, and commerce on the Internet.  New laws and regulations
currently are being considered at the federal,  state,  and local levels.  These
laws dealing with issues of user  privacy,  online  content,  taxation,  and the
quality  of  products  and  services  sold over the  Internet  could  materially
increase our operating costs.  Additionally,  the application of existing law in
the areas of copyrights,  trademarks,  intellectual  property ownership,  libel,
obscenity, and personal privacy issues could significantly increase our costs of
doing business and adversely affect our operations.

Our  securities  may be difficult to trade,  and we are subject to "penny stock"
rules.

         Our Common Stock trades on the OTC Bulletin  Board.  In September 1998,
we were delisted from trading on the Nasdaq SmallCap  Market,  and in March 1999
we were delisted from trading on the Pacific Exchange.  Because our Common Stock
was delisted from the Pacific Exchange,  we have become subject to "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 our 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 also is required
about


                                       17

<PAGE>

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,  our  delisting  from the Nasdaq
SmallCap Market and the Pacific  Exchange and our 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 our  securities  and  therefore  has  adversely
affected the market liquidity for our securities.

We have  outstanding  preferred  stock,  which  dilutes  the  voting  power  and
liquidation  rights of our  common  shareholders,  and we may  issue  additional
preferred stock, which could cause further dilution.

         Our  Articles  of  Incorporation   currently   authorize  us  to  issue
20,064,516  shares of preferred  stock, of which  8,512,191  shares of preferred
stock  currently  are  issued  and  outstanding  (the  "Preferred  Stock").  The
Preferred  Stock and  accumulated  dividends,  as of  September  30,  2000,  are
convertible  into  8,864,617  shares  of  our  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 $0.124  per share  and all  accumulated  and  unpaid  dividends.  After
December 31, 1999, the shares of Series E Preferred Stock are  convertible  into
shares of Common  Stock as is  determined  by  dividing  $0.124 by the  Series E
Conversion  price. The Series E Conversion Price currently is $0.478 as a result
of the  issuance of the Series J  Preferred  Stock.  Accordingly,  each share of
Series E Preferred Stock is convertible into  approximately 0.3 shares of Common
Stock for a total of  2,092,050  shares of Common Stock for all Series E shares.
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 a  cumulative  dividend  right,  which
accrues at a rate of $0.0074 per share (an  aggregate of  approximately  $60,000
per annum). If there are accumulated  unpaid dividends on the Series E Preferred
at the time the Series E Preferred  converts to Common Stock, then the dividends
convert to Common Stock at the effective Series E Conversion Price. At September
30, 2000, the accumulated unpaid dividends,  if converted,  would be convertible
into 936,354 shares of Common Stock.

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


                                       18

<PAGE>

price 20 times the  Formula  Price and each  share of Series J  Preferred  Stock
initially was convertible into 20 shares of Common Stock.

         The Series F Preferred,  Series G Preferred, Series H Preferred, Series
I  Preferred,  and Series J Preferred  stocks are  entitled to  dividends in the
amount of five percent of the Initial Sales Price of their respective series 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 that we do not  declare  or pay  dividends.  The  liquidation
preference  per share is equal to $3.039 per share for the  Series F  Preferred,
$1.992 per share for the Series G  Preferred,  $2.136 per share for the Series H
Preferred,  $15.62 per share for the Series I  Preferred,  and $12.531 per share
for the Series J Preferred stocks,  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  $12.531  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 reclassifications of Common Stock and similar
events and,  for  approximately  one year after the final sale of each Series in
the event that the Company  issues  shares of Common  Stock at a price below the
applicable  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, the Series I Preferred Stock, and
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 for a total of 82,250 shares of Common
Stock for all Series F shares,  each share of Series G Preferred is  convertible
into  approximately  4.2 shares of Common Stock for a total of 209,805 shares of
Common  Stock for all  Series G shares,  each  share of  Series H  Preferred  is
convertible into approximately 4.5 shares of Common Stock for a total of 522,828
shares of Common Stock for all Series H shares, each share of Series I Preferred
is  convertible  into  approximately  32.7 shares of Common Stock for a total of
941,121  shares of Common Stock for all Series I shares and each share of Series
J  Preferred  is  convertible  into 24.1  shares of Common  Stock for a total of
4,080,209 shares of Common Stock for all Series J shares. 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.


                                       19

<PAGE>

         We also have 11,552,325 shares of additional authorized Preferred Stock
that could be 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. These shares could be issued with terms that are more favorable
to the holder than those that have previously been issued so long as the current
holders of Preferred  Stock Series E through  Series J each voting as a separate
class  consent to such  issuance.  The Board of  Directors  therefore  may 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  dilution to the then  existing  Common  stockholders.  In the event we issue
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.

Two of our shareholders own more than 83% of the company.

         Our principal  shareholders,  MK Global Ventures II and their affiliate
MK GVD Fund (together,  the "MK Entities"),  together  beneficially  own over 83
percent of the outstanding Common Stock (assuming  conversion of all outstanding
Preferred  Stock into Common  Stock).  In  addition,  the MK  Entities  have two
representatives  on our  four-person  Board of  Directors.  Accordingly,  the MK
Entities  will be able to determine the  composition  of our Board of Directors,
will retain voting power to approve all matters requiring  shareholder approval,
and  will  continue  to  have  significant  influence  over  our  affairs.  This
concentration  of  ownership  could have the effect of delaying or  preventing a
change in control of the Company.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

         Our cash equivalents are subject to interest rate risk and will fall in
value in the event the market  rate  increases.  However,  we  believe  that the
market risk arising from our cash equivalents is not material.  Our transactions
are  generally  conducted  and our accounts  are  denominated  in United  States
dollars. Thus we are not exposed to significant foreign currency risk.


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<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        We are not a party to any material legal proceedings.

Item 2. Changes in Securities and Use of Proceeds.

        Not applicable

Item 3. Default upon Senior Securities.

        Not applicable

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

        Not applicable.

Item 5. Other Information.

        Not applicable.

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

(a)     Exhibits

        3.1      Articles of  Incorporation  of  the  Registrant, as amended and
                 filed September 2000.
        4.1      $175,000 Subordinated Promissory Note, dated July
                 14, 2000, issued by the Registrant to MK GVD Fund.
        4.2      $175,000  Subordinated  Promissory  Note,  dated July 31, 2000,
                 issued by the Registrant to MK GVD Fund.
        4.3      $350,000  Subordinated  Promissory  Note, dated August 2, 2000,
                 issued by the Registrant to MK GVD Fund.
        4.4      $350,000  Subordinated  Promissory  Note,  dated  September 14,
                 2000, issued by the Registrant to MK GVD Fund.
        27.1     Financial Data Schedule.

(b)     A Form 8-K was filed  October 18, 2000 which  reported  under Item 5 our
plans to suspend operations, cancelled the NewMedia INVISION 2000 Festival, laid
off most of our staff and begun an orderly  wind-down of  operation,  due to our
inability to secure necessary financing to continue operations.


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<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:    November 13, 2000          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)


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