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


<PAGE>

<TABLE>

                                                    TABLE OF CONTENTS

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

         ITEM 1.           Financial Statements

                           Condensed Balance Sheet as of September 30, 1999 and

                           December 31, 1998..................................................................... 2

                           Condensed Statement of Operations for the Three and Nine Months Ended
                           September 30, 1999 and September 30, 1998............................................. 3

                           Condensed Statement of Cash Flows for the Three and Nine

                           Months Ended September 30, 1999 and September 30, 1998................................ 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............................ 18

PART II           OTHER INFORMATION............................................................................. 19

         ITEM 6.           Exhibits and Reports on Form 8-K..................................................... 19

SIGNATURES...................................................................................................... 20
</TABLE>


<PAGE>



                                     PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>

                                     HYPERMEDIA COMMUNICATIONS, INC.
                                              BALANCE SHEET
<CAPTION>

                                                                 September 30,   December 31,
                                                                     1999            1998
                                                                 ------------    ------------
                                                                 (UNAUDITED)

<S>                                                              <C>             <C>
ASSETS
Current assets:
      Cash and cash equivalents                                  $    120,000    $    182,000
      Accounts receivable, net of allowance for
           doubtful accounts of $116,000 and $75,000                  611,000         642,000
      Prepaid expenses and other assets                               393,000         522,000
                                                                 ------------    ------------
                     Total current assets                           1,124,000       1,346,000

Property and equipment, net                                           128,000         364,000
                                                                 ------------    ------------
                                                                 $  1,252,000    $  1,710,000
                                                                 ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
      Note payable - related party                                  2,636,000         400,000
      Note payable - line of credit                                   182,000         350,000
      Accounts payable                                                469,000    $    564,000
      Accrued liabilities                                             584,000         257,000
      Deferred revenue                                                372,000          18,000
                                                                 ------------    ------------
                     Total current liabilities                      4,243,000       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                                         (17,342,000)    (14,230,000)
                                                                 ------------    ------------
                     Total shareholders' equity (deficit)          (2,991,000)        121,000
                                                                 ------------    ------------
                                                                 $  1,252,000    $  1,710,000
                                                                 ============    ============
<FN>

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

                                       2
<PAGE>


<TABLE>

                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                       STATEMENT OF OPERATIONS
                                                             (UNAUDITED)

<CAPTION>
                                                  Three months ended September 30,    Nine months ended September 30,
                                                  --------------------------------    -------------------------------
                                                      1999              1998              1999             1998
                                                  --------------    --------------    --------------  ---------------
<S>                                                <C>                 <C>             <C>              <C>
Revenues                                               $803,000        $1,028,000        $2,921,000       $4,099,000
                                                  --------------    --------------    --------------  ---------------

Operating expenses:
      Editorial                                         297,000           201,000           824,000          723,000
      Production                                        447,000           378,000         1,238,000        1,262,000
      Circulation                                       468,000           432,000         1,321,000        1,427,000
      Sales and marketing                               429,000           544,000         1,494,000        1,622,000
      Product development                               150,000            12,000           150,000           35,000
      General and administrative                        291,000           208,000           867,000          711,000
                                                  --------------    --------------    --------------  ---------------

         Total operating expenses                     2,082,000         1,775,000         5,894,000        5,780,000
                                                  --------------    --------------    --------------  ---------------

Loss from operations                                (1,279,000)         (747,000)       (2,973,000)      (1,681,000)

Interest and other expense, net                          66,000          (13,000)           139,000         (22,000)
                                                  --------------    --------------    --------------  ---------------

Net loss                                           ($1,345,000)        ($734,000)      ($3,112,000)     ($1,659,000)
                                                  ==============    ==============    ==============  ===============

Net loss per share, basic and diluted                   ($0.42)           ($0.23)           ($0.97)          ($0.52)
                                                  ==============    ==============    ==============  ===============

Weighted average shares                               3,200,137         3,200,137         3,200,137        3,200,137
                                                  ==============    ==============    ==============  ===============
<FN>

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

</TABLE>


                                       3
<PAGE>


                             HYPERMEDIA COMMUNICATIONS, INC.
                                 STATEMENT OF CASH FLOWS

                                       (UNAUDITED)

                                                            Nine months ended
                                                              September 30,
                                                       -------------------------
                                                          1999          1998
                                                       -----------   -----------

Cash flow from operating activities:
    Net loss                                          ($3,112,000)  ($1,659,000)
    Adjustments to reconcile net loss to net
       cash used in operating activities:
       Depreciation and amortization                      253,000       167,000
       Allowance for doubtful accounts                     41,000        51,000
       Change in assets and liabilities:
           Accounts receivable                            (10,000)      253,000
           Prepaid expenses and other assets              129,000      (434,000)
           Accounts payable                               (95,000)     (327,000)
           Accrued liabilities                            327,000      (165,000)
           Deferred revenue                               354,000       265,000
                                                      -----------   -----------
Net cash used in operating activities                  (2,113,000)   (1,849,000)
                                                      -----------   -----------

Net cash used in investing activities for:
    Purchase of fixed assets                              (17,000)     (129,000)
                                                      -----------   -----------

Cash flows from financing activities:
    Proceeds from notes payable - related party         2,236,000          --
    Proceeds from notes payable - line of credit          182,000          --
    Repayment of line of credit                          (350,000)         --
    Proceeds from issuance of Preferred Stock                --       1,921,000
                                                      -----------   -----------
Net cash provided by financing activities               2,068,000     1,921,000
                                                      -----------   -----------

Net increase (decrease) in cash and cash equivalents      (62,000)      (57,000)

Cash and cash equivalents at beginning of period          182,000       269,000
                                                      -----------   -----------

Cash and cash equivalents at end of period            $   120,000   $   212,000
                                                      ===========   ===========

Supplemental disclosure of cash flow information:
    Cash paid during the period for interest          $    33,000    $    2,000
                                                      ===========    ===========


        See accompanying notes to these condensed financial statements.


                                       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, 1999 and for the three and nine  months  ended
September  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 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, 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.

         We announced  September 1, 1999,  that we were  converting our business
model  from  traditional   print  publishing  to  an  enhanced,   Internet-based
information   service  designed  to  meet  the  growing   information  needs  of
Internet-driven  business  professionals.  As part of this  strategy  shift,  we
ceased  publication  of  NewMedia  magazine  in  September  in order  to  devote
additional resources to the development of a major new Web site designed to be a
daily news and information service for the Internet professional community. This
is a  significant  change in our business  model and  therefore  our  historical
trends  may  not be a good  indicator  of  future  performance.  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.

         In March 1998,  the  Accounting  Standards  Executive  Committee of the
American  Institute of Certified Public Accountants issued Statement of Position
98-1,  "Accounting for the Cost of Computer  Software  Developed or Obtained for
Internal  Use"  ("SOP  98-1").  SOP  98-1  requires  all  cost  related  to  the
development  of  internal  use  software  other than those  incurred  during the
application development stage to be expensed as incurred.  Costs incurred during
the application  development  stage are required to be capitalized and amortized
over the useful life of the software.  SOP 98-1 is effective for our fiscal year
ending December 31, 1999. As a results of this guidance we are expensing our Web
site development and related costs as incurred.



                                       5
<PAGE>

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  September 30, 1999 and 1998
and for the nine month  periods  ended  September  30,  1999 and 1998,  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  Quarterly  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 the Company's strategy, plans, objectives, expectations,
intentions,  financial  performance,  and revenue sources.  The Company's 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."  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")
historically  has  provided  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

         We announced  September 1, 1999,  that we were  converting our business
model  from  traditional   print  publishing  to  an  enhanced,   Internet-based
information   service  designed  to  meet  the  growing   information  needs  of
Internet-driven  business  professionals.  As part of this  strategy  shift,  we
ceased  publication  of  NewMedia  magazine  in  September  in order  to  devote
additional resources to the development of a major new Web site designed to be a
daily news and information service for the Internet professional community. This
is a  significant  change in our business  model and  therefore  our  historical
trends  may  not be a good  indicator  of  future  performance.  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.

         NewMedia Magazine  ("NewMedia") was 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-



                                       7
<PAGE>

month  period.  NewMedia's  mission  was 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 was derived  primarily  through the sale of  advertisements in the
magazine.

         We also  produce 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.

         We also  publish  newmedia.com,  an  award-winning  Web  site of  news,
information,  and  product  buying  services  for the digital  content  creation
market.  The  change in our  publishing  strategy  will  result in the  complete
redesign of this Web site.  The revised Web site is  scheduled to launch in late
November  of 1999.  We  intend  to  further  enhance  and  develop  our web site
presence.

         In December 1998, we 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

         Our revenues,  consisting primarily of advertising in NewMedia magazine
were $803,000 for the quarter ended  September 30, 1999 and  $1,028,000  for the
quarter  ended  September  30, 1998 and  $2,921,000  for the nine  months  ended
September 30, 1999 and $4,099,000 for the nine months ended September 30, 1998.

         The decline in revenues for the quarter  ended  September 30, 1999 from
the same period last year is primarily due to a decline in advertising  sales in
NewMedia.  We believe 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 nine
months ended September 30, 1999 when compared to the same period a year ago.

         Our total  operating  expenses  were  $2,082,000  for the quarter ended
September 30, 1999 and $1,775,000 for the quarter ended  September 30, 1998, and
$5,894,000  for the nine months ended  September 30, 1999 and $5,780,000 for the
nine months ended September 30, 1998. The increase in operating expenses for the
quarter ended September



                                       8
<PAGE>

30, 1999 and the nine months then ended is primarily due to $280,000 in expenses
related to our decision to cease  publication  of NewMedia  magazine.  Increased
costs of $150,000  associated  with the  development of our new Web site,  which
were expensed as incurred, as we convert our operations from a traditional print
publication  business  to an  Internet  based  news and  information  model also
contributed  to the  increase in operating  expenses  over 1998.  Excluding  the
expenses associated with the change in our publishing strategy, expenses for the
quarter ended  September 30, 1999 were $123,000  lower than the same period last
year.  These  expense  reductions  were  primarily  due to general  cost control
measures.  Excluding the expenses  associated  with the change in our publishing
strategy,  expenses for the nine months ended  September 30, 1999, were $316,000
lower than the same period last year.  These expense  reductions  were primarily
due to lower  production and circulation  costs associated with the reduction in
issues published in 1999 and general cost control measures.

         We reported a net loss of $1,345,000  for the quarter  ended  September
30, 1999 and a net loss of $734,000 for the quarter  ended  September  30, 1998.
The net loss for the first nine months of 1999 was  $3,112,000  as compared to a
loss of  $1,659,000  for the first nine months of 1998.  For the  quarter  ended
September 30, 1999,  the  increased  loss as compared to the same period in 1998
was due to a decline in advertising sales in NewMedia, higher operating expenses
resulting from the change in our publishing strategy and an increase in interest
expense.  The increase in net loss for the first nine 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,  which  occurred  in the  first  quarter,  and a decline  in
advertising sales in NewMedia magazine. Higher operating expenses resulting from
the change in our publishing  strategy and an increase in interest  expense also
contributed to the increase loss.

         Editorial expenses,  comprised principally of salaries and fees paid to
the writers for our publications,  were $297,000 for the quarter ended September
30, 1999 and $201,000 for the quarter ended September 30, 1998, and $824,000 for
the nine months ended  September 30, 1999 and $723,000 for the nine months ended
September  30, 1998.  The increase in editorial  expenses for the quarter  ended
September  30, 1999 is  primarily a result of $68,000 in  nonrecurring  expenses
associated  with the change in our  publishing  strategy,  $14,000 in consulting
fees related to the  development of our new web site and $11,000 in fees paid to
writers for the NewMedia Business Solution Series, a series of custom-publishing
supplements  to  NewMedia  magazine.  For the  first  nine  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, which occurred in the first quarter.

         Production expenses, including costs for design, materials and printing
of our publications,  were $447,000 for the quarter ended September 30, 1999 and
$378,000 for the quarter ended  September 30, 1998 and  $1,238,000  for the nine
months  ended  September  30,  1999 and  $1,262,000  for the nine  months  ended
September 30, 1998.  The increase in  production  expenses for the quarter ended
September  30, 1999 over the same period last year was  primarily due to $61,000
in nonrecurring  expenses associated with the change in our publishing strategy.
For the first  nine  months of 1999 this  increase  was



                                       9
<PAGE>

partially  off-set by a decline in  production  expenses due to the reduction in
publishing frequency of NewMedia magazine from four issues to three per quarter,
which occurred in the first quarter.

         Circulation  expenses,  consisting  primarily of costs  associated with
subscription  fulfillment,  mailing  and the cost to  acquire  and  certify  the
company's  subscribers,  were $468,000 for the quarter ended  September 30, 1999
and $432,000 for the quarter ended  September 30, 1998,  and  $1,321,000 for the
nine months ended  September 30, 1999 and  $1,427,000  for the nine months ended
September 30, 1998. We capitalized our circulation development expenditures that
consist of  external  costs  incurred  by the company to acquire and certify its
list of qualified  subscribers  for each  upcoming year and amortize them over a
12-month  period.  The increase in  circulation  expenses for the quarter  ended
September  30,  1999  was  primarily  due  $103,000  in  nonrecurring   expenses
associated  with the change in our  publishing  strategy  offset by general cost
control  programs.  The reduction in expense for the nine months ended September
30, 1999 as compared  to the same period last year is  primarily  due to general
cost  control  programs,  the  reduction  in  publishing  frequency  of NewMedia
magazine  from four  issues per  quarter to three,  which  occurred in the first
quarter and a smaller amount of circulation development expenditure amortization
during the period.

         Sales and  marketing  expenses  were  $429,000  for the  quarter  ended
September  30, 1999 and $544,000 for the quarter ended  September 30, 1998,  and
$1,494,000  for the nine months ended  September 30, 1999 and $1,622,000 for the
nine months  ended  September  30,  1998.  The decline in expenses  for both the
quarter ended  September 30, 1999 and the first nine 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  and  $18,000  in
nonrecurring expenses associated with the change in our publishing strategy.

         Product  development  expenses  were  $150,000  for the  quarter  ended
September  30, 1999 and $12,000 for the quarter ended  September  30, 1998,  and
$150,000 for the nine months ended  September  30, 1999 and $35,000 for the nine
months ended  September 30, 1998. The increase in expenses in 1999 over the same
periods  last year is related to our  development  of a major new web site.  The
costs of this development are expensed as incurred.  We continue to evaluate new
product  opportunities  and anticipate making 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 $291,000 for the quarter ended
September  30, 1999 and $208,000 for the quarter  ended  September  30, 1998 and
$867,000 for the nine months ended  September 30, 1999 and $711,000 for the nine
months ended  September  30, 1998.  The increase in expense for both the quarter
and the first nine months of 1999 as  compared  to the same  periods in 1998 was
due to increased  general costs associated with running the business and $29,000
in nonrecurring expenses associated with the change in our publishing strategy.



                                       10
<PAGE>

         Interest  and  other  expenses  were  $66,000  for  the  quarter  ended
September 30, 1999 and ($13,000) for the quarter ended  September 30, 1998,  and
$139,000 for the nine months ended September 30, 1999 and $(22,000) for the nine
months  ended  September  30,  1998.  The  increase  in  expenses  over 1998 was
primarily  due to  increased  interest  expense  associated  with our  increased
borrowing in 1999.

Liquidity and Capital Resources

         At  September   30,  1999,  we  had  a  working   capital   deficit  of
approximately  ($3,119,000) and our principal  source of liquidity  consisted of
approximately  $120,000 in cash and funds loaned to us by our major  shareholder
MK Global Ventures, in association with its MK GVD Fund.

         We signed an agreement in March 1999, with a new lender, which provided
a new line of credit. The revolving credit facility,  which had a one-year term,
provided  for  borrowings  of up to 80 % of eligible  receivables  not to exceed
$600,000. The credit facility was secured by our accounts receivable. Borrowings
accrue interest at the lender's reference rate of prime plus 4% per annum, which
at  September  30,  1999  was  12.25%.  At  September  30,  1999,  $182,000  was
outstanding under this facility. Due to the our decision to cease publication of
NewMedia  Magazine,  which was the source of the  eligible  receivables  for the
credit facility, the remaining balance outstanding under the credit facility was
paid in full in October and the credit facility was subsequently terminated.

         Borrowings from our 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 September  30, 1999,  $638,000 in
principal and accrued interest that had become due during the quarter was rolled
over into a new 180 day note. At September 30, 1999,  $2,636,000 was outstanding
under these notes.  Repayments on these notes, if not refinanced,  are scheduled
to begin October 1999 and continue through March 2000.

         Capital  expenditures  for the first nine  months of 1999 were  $17,000
compared to $129,000 for the same period in 1998. These  expenditures  primarily
consist of desktop PC replacements and software upgrades.  We anticipate that we
will  need to make  additional  expenditure  in this  area in the  future  as we
continue to develop our new web site.

         We expect that we will continue to require  significant amounts of cash
to  finance  future  operations.  Net cash  used in  operating  activities  were
$2,113,000  for the nine months ended  September 30, 1999 and $1,849,000 for the
nine months  ended  September  30, 1998.  We are  currently  seeking  additional
financing.  However, there can be no assurance that we will be able to raise the
necessary funds on terms acceptable to us.

         Thereafter,  we anticipate that we 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,



                                       11
<PAGE>

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.  We have 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 us, or at all.

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  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 the Company's strategy, plans, objectives, expectations,
intentions,  financial  performance,  and revenue sources.  The Company's 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".  Readers  are  cautioned  not to  place  undue  reliance  on  these
forward-looking statements, which speak only as of the date hereof.

         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 Reports on Form 10-Q for the quarter ended
March 31, 1999 and June 30, 1999.

History of Losses and Accumulated Deficits

         We have  incurred  total net losses of  $17,342,000  from  inception to
September 30, 1999,  including  net losses of  $1,345,000  for the quarter ended
September 30, 1999. We expect to incur losses for the  foreseeable  future as we
transform  our  business  model  from  a  traditional   print  publisher  to  an
Internet-based  information  service  designed to meet the growing  needs of the
Internet-drive  business  professionals.  There can be no assurance that our new
publishing  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
professional community,  our ability to attract an increasing number of users to
newmediaocom,  our  ability  to  attract  sufficient  advertising  customers  to
newmediaocom,  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.

Risks Associated with the Change in Publishing Strategy

         The key element of our  publishing  strategy is to transform  ourselves
from a traditional  print  publisher to an enhanced  Internet-based  information
service  designed  to meet the  growing  needs of the  Internet-driven  business
professionals.  To accomplish this objective we must continually develop new and
interesting content and deliver it in such




                                       12
<PAGE>

a way that the Internet  professional  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
professionals  and sell advertising  specifically  targeted towards them will be
negatively impacted. Due to this shift in publishing strategy,  investors should
consider the risks,  expenses and difficulties  that are encountered by Internet
based businesses in new and rapidly evolving markets.

Risks Associated with Redesigning our Web site And our Ability to Attract Users

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

Risks Associated with our Ability to Hire and Retain a Productive Sales Staff

         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.

Highly Competitive Market/Risks Associated with Attracting Advertisers

         Revenues for  newmedia.com,  will for the near future consist primarily
of banner and sponsorship  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 us. If we
are unable to  demonstrate  strong  acceptance  of our Web site by the  Internet
professional  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.

Risks Associated with our Ability to Hire and Retain a Creative  Editorial Staff
and Outside Contributors

         An element  of our  publishing  strategy  is to  provide  the  Internet
professional  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



                                       13
<PAGE>

retain  or  replace  a  significant  number of our  editorial  staff or  outside
contributors  that leave our company,  our operating results could be negatively
effected.

Dependence on Key Personnel

         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
carries no key man  insurance on their lives.  Our success will also 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.

Risks  Associated  with our Ability to Manage Growth and Implement our Marketing
and Product Strategies.

         Our transition into an Internet-based  information service business 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 assurances 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  that we will face. If we are
unable to effectively manage our growth our business and operating results could
be negatively impacted.

Year 2000 Issues may Disrupt our Operations

         As an Internet  based  business we are very dependent on the successful
operation of our computers  and systems,  the computers and systems that make up
the Internet and the  computers  and systems of our users.  If our  computers or
systems  experience year 2000 problems,  we may be unable to delivery content to
our Web site. If this occurs we may loss readers and our business  could suffer.
If the computers  and systems that make up the Internet,  including our Internet
Service  Provider,  experience year 2000 problems,  our readers may be unable to
access our Web site and our business could suffer. If our readers'  computers or
systems experience year 2000 problems, they may be unable to access our Web site
and our business could suffer.

Illiquidity of Trading Market; Risk of Penny Stock Status

         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

                                       14
<PAGE>

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 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,  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  severely
adversely affect the market liquidity for our securities.

Effect of Preferred Stock Conversion, Dividend and Liquidation Features

         Our  Articles  of  Incorporation   currently   authorize  us  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 September 30, 1999, is convertible into 8,744,163 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
such number of shares of Common Stock as 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  $0.0074  per annum (an  aggregate  of  approximately  $60,000  per
annum). If we have 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



                                       15
<PAGE>

Series E Conversion  Price. If the  accumulated  dividends were to convert as of
September  30, 1999,  they would be  convertible  into 815,900  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 our 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  we do  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 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


                                       16
<PAGE>

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.

         We also have 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

         Our principal  stockholders,  MK Global Ventures II and their 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-person Board of Directors of the Company. 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  stockholder  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.

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



                                       17
<PAGE>

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 we have  determined  that most of our principle IT Systems are
Year 2000 compliant,  certain of our internal systems have not been evaluated by
us.  We have not yet  made an  assessment  of the  status  of all of our  Non-IT
Systems.

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

         We have not determined  the state of compliance of certain  third-party
suppliers of services such as, long distance  carriers,  financial  institutions
and  electric  companies,  the  failure of any one could  severely  disrupt  our
ability  to  carry  on our  business  as well as  disrupt  the  business  of our
customers.  We could be affected  through  disruptions  in the  operation of the
enterprises  with which we interact or from  general  widespread  problems or an
economic  crisis  resulting  from  noncompliant  Year 2000 systems.  Despite our
efforts to address the Year 2000  effect on our  internal  systems and  business
operations, such effect could result in a material disruption of our business or
have a material adverse effect on us or our business,  financial  condition,  or
results of  operations.  We have 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.

Item 3.   Quantitative and Qualitative Disclousure About Market Risk

         We have no derivative  financial  instruments  or derivative  commodity
instruments in our cash and cash  equivalents.  Our  transactions  are generally
conducted and our accounts are  denominated,  in United States dollars.  Thus we
are not exposed to significant foreign currency risk.


                                       18
<PAGE>


                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

        (a)      Exhibits

         4.1      $175,000  Subordinated  Promissory  Note,  dated July 14, 1999
                  issued by the Registrant to MK GVD Fund.

         4.2      $147,000  Subordinated  Promissory  Note,  dated July 28, 1999
                  issued by the Registrant to MK GVD Fund.

         4.3      $200,000  Subordinated  Promissory Note, dated August 11, 1999
                  issued by the Registrant to MK GVD Fund.

         4.4      $50,000  Subordinated  Promissory  Note, dated August 27, 1999
                  issued by the Registrant to MK GVD Fund.

         4.5      $200,000  Subordinated  Promissory  Note,  dated September 14,
                  1999 issued by the Registrant to MK GVD Fund.

         4.6      $100,000  Subordinated  Promissory  Note,  dated September 28,
                  1999 issued by the  Registrant  to MK GVD Fund.

         4.7      $638,000  Subordinated  Promissory  Note,  dated September 30,
                  1999 issued by the Registrant to MK GVD Fund.

         27.1     Financial Data Schedule.

         (b) A Form 8-K was filed September 15, 1999 which reported under Item 5
         the  Company's  plans to convert its business  model from a traditional
         print  publisher to an enhanced,  internet-based  information  service,
         that it was  developing  a major  new  web,  that it  planned  to cease
         publishing  NewMedia  magazine  with the October  issue and that it had
         retained the services of an  investment  banker to act as the Company's
         exclusive financial advisor.

Items 1, 2, 3, 4 and 5 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:    November 12, 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