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, 1996
                                        ------------------

                                       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)

                                 (415) 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 6, 1996,  3,019,004 shares of the Registrant's  common stock were
issued and outstanding.

<PAGE>
<TABLE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                         HYPERMEDIA COMMUNICATIONS, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)
<CAPTION>
                                                                    September 30,           December 31,
                                                                        1996                    1995
                                                                    ------------           -------------
<S>                                                                 <C>                     <C>
ASSETS
Current assets:
     Cash                                                           $     50,000            $    275,000  
     Accounts receivable, net of allowance for                                            
           doubtful accounts of $188,000 and $338,000                  1,239,000                 925,000
     Prepaid expenses and other assets                                   460,000                 358,000
                                                                    ------------            ------------
             Total current assets                                      1,749,000               1,558,000
                                                                                          
Property and equipment, net                                              626,000                 668,000
Intangibles and other assets                                              12,000                  21,000
                                                                    ------------            ------------
                                                                    $  2,387,000            $  2,247,000
                                                                    ============            ============
                                                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:                                                                      
     Accounts payable                                               $    616,000            $    691,000
     Accrued liabilities                                                 393,000                 284,000
     Deferred revenue                                                     24,000                 187,000
     Note payable                                                        295,000                    --
                                                                    ------------            ------------
             Total current liabilities                                 1,328,000               1,162,000
                                                                    ------------            ------------
                                                                                          
Shareholders' equity:                                                                     
     Convertible Preferred Stock, $.001 par value; 10,064,516                             
          shares authorized; 8,146,766 and 8,064,516                   1,211,000               1,000,000
          shares outstanding                                                              
     Common Stock, $.001 par value; 50,000,000 shares                                     
          authorized; 3,019,004 and 3,011,433 shares                  10,377,000              10,375,000
          outstanding                                                                     
     Shareholder note receivable                                            --                   (63,000)
     Accumulated deficit                                             (10,529,000)            (10,227,000)
                                                                    ------------            ------------
             Total shareholders' equity                                1,059,000               1,085,000
                                                                    ------------            ------------
                                                                    $  2,387,000            $  2,247,000
                                                                    ============            ============ 
                                                                                          
                                                                                    
<FN>

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

<PAGE>
<TABLE>

                                       HYPERMEDIA COMMUNICATIONS, INC.
                                           STATEMENT OF OPERATIONS
                                                 (UNAUDITED)
<CAPTION>

                                     Three months ended September 30,      Nine months ended September 30,
                                     --------------------------------     ---------------------------------
                                        1996                1995                1996                1995       
                                     -----------        -----------         -----------         -----------
                                                                                              
<S>                                  <C>                <C>                 <C>                 <C>        
Revenues                             $ 2,059,000        $ 2,193,000         $ 6,642,000         $ 7,435,000
                                     -----------        -----------         -----------         -----------
                                                                                              
Expenses:                                                                                     
    Editorial                            283,000            322,000             959,000             964,000
    Production                           508,000            751,000           1,874,000           2,080,000
    Circulation                          520,000            531,000           1,549,000           1,701,000
    Sales and marketing                  460,000            457,000           1,864,000           2,069,000
    Product development                    9,000              6,000              21,000              29,000
    General and administrative           261,000            292,000             664,000           1,057,000
                                     -----------        -----------         -----------         -----------
            Total expenses             2,041,000          2,359,000           6,931,000           7,900,000
                                     -----------        -----------         -----------         -----------
                                                                                              
Income (loss) from operations             18,000           (166,000)           (289,000)           (465,000)
                                                                                              
Interest and other expense, net            7,000              2,000              13,000               7,000
                                     -----------        -----------         -----------         -----------
Net income (loss)                    $    11,000        $  (168,000)        $  (302,000)        $  (472,000)
                                     ===========        ===========         ===========         ===========
                                                                                              
Net income (loss) per common share   $      0.00        $     (0.06)        $     (0.10)        $     (0.16)
    and equivalents (Note 2)         ===========        ===========         ===========         ===========
                                                                                              
                                                                                              
Weighted average common shares                                                                
    and equivalents                    3,264,206          3,011,433           3,019,004           3,011,433
                                     ===========        ===========         ===========         ===========
                                                                                              
                                                                                              
                                                                                         
<FN>
                   See the accompanying condensed notes to these financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
                                  HYPERMEDIA COMMUNICATIONS, INC.
                                      STATEMENT OF CASH FLOWS
                                    (Decrease) Increase in Cash
                                            (UNAUDITED)
<CAPTION>

                                                                  Nine months ended September 30,
                                                                  --------------------------------
                                                                     1996                1995
                                                                  -----------         ------------
<S>                                                               <C>                  <C>
Cash flow from operating activities:
    Net loss                                                      $(302,000)           $(472,000)  
    Adjustments to reconcile net loss to net                                          
       cash provided by (used in) operating activities:                               
       Depreciation and amortization                                176,000              194,000
       Allowance for doubtful accounts                             (149,000)              (8,000)
       Other                                                         63,000                 --
       Change in assets and liabilities:                                              
           Accounts receivable                                     (165,000)             803,000
           Prepaid expenses and other assets                       (102,000)             215,000
           Accounts payable                                         (75,000)            (249,000)
           Accrued liabilities                                      109,000               88,000
           Deferred revenue                                        (163,000)            (365,000)
                                                                  ---------            ---------
Net cash (used in) provided by operating activities                (608,000)             206,000
                                                                  ---------            ---------
                                                                                      
Net cash used in investing activities for  purchase of                                
    fixed assets                                                   (125,000)             (87,000)
                                                                  ---------            ---------
Cash flows from financing activities:                                                 
    Proceeds from issuance of Preferred stock                       211,000                 --
    Proceeds from issuance of common stock                            2,000                 --
    Note payable borrowings                                         295,000             (100,000)
                                                                  ---------            ---------
Net cash provided by (used in) financing activities                 508,000             (100,000)
                                                                  ---------            ---------
                                                                                      
Net (decrease) increase in cash                                    (225,000)              19,000
                                                                                      
Cash at beginning of period                                         275,000              202,000
                                                                  ---------            ---------
                                                                                      
Cash at end of period                                             $  50,000            $ 221,000
                                                                  =========            =========
                                                                                      
Supplemental disclosure of cash flow information:                                     
    Cash paid during the period for interest                      $  13,000            $   4,000
                                                                  =========            =========
                                                                                      
                                                                              


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

<PAGE>

                         HYPERMEDIA COMMUNICATIONS, INC.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The financial statements of HyperMedia  Communications,  Inc. (the "Company") as
of September  30, 1996 and 1995 and for the three and nine months then ended are
unaudited, and in the opinion of management, 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 have been included.
These  financial  statements  should be read in  conjunction  with the Financial
Statements  for the year ended  December 31, 1995 and notes thereto  included in
the Company's Form 10-K. The results of operations for the three and nine months
ended September 30, 1996 are not necessarily  indicative of the results expected
for the entire year.

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


NOTE 2 - NET INCOME (LOSS) PER SHARE

Net income (loss) per common share is based upon the weighted  average number of
outstanding shares of Common Stock. Additionally, 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 included for
the three month  period  ending  September  30, 1996 and  excluded for the three
month period  ending  September  30, 1995 and for the nine month  periods  ended
September 30, 1996 and 1995 as their effect is anti-dilutive.

NOTE 3 - STATEMENT OF SHAREHOLDER'S EQUITY

During the quarter  ended June 30,  1996,  the Board of  Directors  approved the
issuance of the Series G  Preferred  Stock.  The Series G Preferred  Stock ranks
pari passu with the Series F Preferred Stock. No Series G Preferred Stock shares
are outstanding as of November 6, 1996.


<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 that involve risks and uncertainties.  The Company's
actual  results  may  differ  significantly  from  those  anticipated  in  these
forward-looking  statements  as a result of the  factors  set forth below and in
"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. Forward-looking statements are indicated by an
asterisk (*).

General

HyperMedia  Communications,  Inc. ("the Company")  serves the new media industry
primarily  through  the  development,  production,  marketing  and  sales of its
magazine,  NewMedia(R), and its Internet World Wide Web site, Hyperstand, and in
the  development of new  publications.  NewMedia  Magazine is positioned as "The
Magazine for Creators of the Digital Future." The new media industry consists of
professionals  who develop  multimedia  and Internet  projects for the business,
government, education, and consumer markets. The Company also produces an annual
awards  competition,   the  NewMedia  Invision  Awards  program,   which  honors
professionals   who  employ  new  media   technology  in  the   development   of
communications applications.

Commencing with the 1996 publishing  schedule,  the Company made several changes
to the  publishing  plan for NewMedia  Magazine.  These changes were designed to
focus  the  publication  on  serving  the  market  for  professional  new  media
development platforms and tools,  including Internet products and services.  The
Company will publish 16 issues in 1996,  an increase of three issues over the 13
issues  published in 1995.* During the first three fiscal quarters of 1996, four
issues of  NewMedia  Magazine  were  published  per quarter as compared to three
issues in the comparable  periods of 1995. In 1996,  subscribers are required to
meet significantly more stringent qualification criteria than those in effect in
1995.*  The  Company  estimates  that as a result  of these  new  criteria,  the
purchasing power of the average subscriber has increased from less than $200,000
in 1995 to more than  $450,000 in 1996, an increase of  approximately  100%.* As
part of the  publishing  strategy to emphasize the  professional  market for new
media technology and to meet the more stringent qualification criteria mentioned
above, NewMedia Magazine's guaranteed average circulation was reduced to 215,000
qualified subscribers in 1996 from 250,000 qualified subscribers in 1995.*

In the third fiscal quarter,  NewMedia Magazine participated in the IntelliQuest
Computer  Industry  Media  Study  (CIMS  (TM))  which is used by the  technology
industry as a media buying and marketing tool. In this study,  NewMedia Magazine
ranked  number  one among  the  competitive  technology  magazines  in  reaching
business  leaders  responsible  for the  development  of corporate  Internet Web
sites.  In the categories  relating to the  authorization  of Internet  Web-site
development  and  expenditures  for their  companies'  Web sites and  purchasing
Internet development tools and telecommunications/on-line services for these Web
sites, readers of NewMedia Magazine  consistently outpaced readers of InfoWorld,
Macweek,  Internet  World,  NetGuide and Wired.  Thirty-two  percent of NewMedia
Magazine readers have Web-server hardware installed in their organizations which
was higher than all computer  publications measured in the study. Among NewMedia
Magazine's  competitive set of technology  magazines,  NewMedia Magazine had the
highest  percentage  of  readers  who  read  or  looked  at all or  most  of the
magazine's  pages in the course of reading a typical  issue.  

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

<PAGE>

In the fourth  quarter of 1995,  the Company began to enhance its sales force by
hiring more experienced Senior Account Managers. Since this hiring was completed
in the first quarter of 1996, the Senior Account  Managers average over 10 years
of magazine advertising selling experience.

Results of Operations

The Company's  revenues were  $2,059,000  and  $2,193,000 for the quarters ended
September 30, 1996 and 1995, respectively, and $6,642,000 and $7,435,000 for the
nine months then ended.  This  represented a $134,000,  or 6%, and $793,000,  or
11%,  decrease in revenue as compared to the similar  prior  period in the third
fiscal quarter and the first nine months of 1995, respectively. The reduction in
revenue is primarily  attributable  to a decline in  advertising  from companies
serving the consumer  market  segment in categories  such as multimedia  upgrade
kits and CD-ROM titles,  partially offset by sales of new advertising to leading
companies  serving the  professional  new media market segment.* New advertising
commitments have been received in the second,  third and fourth quarters of 1996
from leading companies such as Texas Instruments,  Microsoft,  Silicon Graphics,
Digital  Equipment  Corporation,  Apple  Computer,  3M, Power  Computing,  Sigma
Designs,  Iomega, Quark,  Lockheed Martin,  Micropolis,  Micronet,  mFactory and
others. * As a primary result of these new advertising commitments,  advertising
pages and associated advertising revenues increased from the second to the third
fiscal quarters of 1996.

The Company's  total  expenses were  $2,041,000  and $2,359,000 for the quarters
ended September 30, 1996 and 1995,  respectively,  and $6,931,000 and $7,900,000
for the nine months then  ended.  This  represents  a  $318,000,  or 13%,  and a
$969,000,  or 12%,  decrease in expenses as compared to the similar prior period
in the third  fiscal  quarter and the first nine  months of 1995,  respectively.
Overall  corporate  expenses for the first three  quarters of 1996  decreased by
almost  $1,000,000 due to expense control  programs that produced savings across
all functional areas.

The Company incurred a net loss of $302,000 for the first nine months of 1996 as
compared to the loss of $472,000 for the first nine months of 1995.  The Company
posted a net profit of $11,000 in the third quarter of 1996 as compared to a net
loss of  $168,000  for the same  period of 1995.  This was the first  profitable
third quarter ever  achieved by the company.  Strong cost controls plus the sale
of the Macromedia User Journal ("MUJ") in the third quarter of 1996 offset lower
revenues  resulting in a profitable  third quarter of 1996 and improved net loss
results for the first nine months of 1996.

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


<PAGE>

Editorial  expenses,  comprised  principally  of  salaries  and fees paid to the
writers for the  Company's  publications,  were  $283,000  and  $322,000 for the
quarters  ended  September  30, 1996 and 1995,  respectively,  and  $959,000 and
$964,000  for the nine months  then ended.  Changes in  editorial  expenses  are
primarily  attributable to cost control  programs offset by an increase in staff
and paid  contributors  for  NewMedia  Magazine and  Hyperstand.  Four issues of
NewMedia  Magazine were published in each of the first three quarters of 1996 as
compared  to three  issues  in those  quarters  in 1995.  Hyperstand  was  first
launched  in  September  1995.  Editorial  expenses  represented  14% and 15% of
revenue for the quarters ended September 30, 1996 and 1995,  respectively.  With
the  editorial  expenses  associated  with  the  addition  of the  new  product,
Hyperstand, and the increased publishing schedule of 16 NewMedia Magazine issues
in 1996 as compared to 13 in 1995 offset by cost  control  measures and the sale
of the Macromedia User Journal, the Company expects editorial expenses to remain
relatively flat in 1996.*

Production expenses,  including costs for design,  materials and printing of the
Company's  publications,  were  $508,000 and  $751,000  for the  quarters  ended
September 30, 1996 and 1995,  respectively and $1,874,000 and $2,080,000 for the
nine months then ended. The decrease in production expenses for the third fiscal
quarter  of  1996  as  compared  to  the  same  quarter  of  1995  is  primarily
attributable  to a decrease in guaranteed  average  circulation  from 250,000 to
215,000 and  decreasing  paper costs.  Production  expenses  represented  25% of
revenue in the third  quarter  of 1996  compared  to 34% for the same  period in
1995.  Production expenses are expected to decrease for the balance of 1996 as a
result of the reduced  guaranteed  average  circulation of 215,000 and decreased
year-over-year paper costs.*

Circulation expenses, consisting primarily of costs associated with subscription
fulfillment,   mailing  and  the  direct  mail   promotions   of  the  Company's
publications,  were $520,000 and $531,000 for the quarters  ended  September 30,
1996 and 1995,  respectively,  and $1,549,000 and $1,701,000 for the nine months
then ended.  The  Company  currently  capitalizes  its  circulation  development
expenditures and amortizes them over a 12 month period. The decrease of $11,000,
or 2%, in the third  quarter of 1996 as compared to the same quarter in 1995 and
$152,000,  or 9%, in the first nine months of 1996 as compared to the first nine
months  of  1995  is  primarily   attributable  to  cost  controls  and  smaller
circulation development  expenditure  amortization partially offset by increased
fulfillment and mailing costs associated with the increased  publishing schedule
of NewMedia Magazine.  Circulation  expenses  represented 25% and 24% of revenue
for the quarters ended  September 30, 1996 and 1995,  respectively.  The Company
expects  circulation  expenses to decrease slightly in 1996 with decreased costs
associated with a reduced guaranteed  average  circulation base partially offset
by the increasing expenditures related to the higher 16 issue frequency rate and
the higher minimum qualifications to receive the magazine.*

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

<PAGE>

Sales and marketing  expenses were $460,000 and $457,000 for the quarters  ended
September 30, 1996 and 1995, respectively, and $1,864,000 and $2,069,000 for the
nine months then ended.  The  decrease of  $205,000,  or 10%, for the first nine
months of 1996 as compared to 1995 is  primarily  attributable  to cost  control
measures and lower trade show  expenditures.  Sales and marketing  expenses were
comparable in the third quarters of 1995 and 1996. Sales and marketing  expenses
represented  22% of revenue for the third  quarter of 1996 as compared to 21% of
revenue for the same period of 1995.  Sales and marketing  expenses are expected
to  increase  in the balance of 1996 with the  expenses  associated  with a more
experienced  sales force,  branding  campaign and marketing  programs  partially
offset by cost control measures and lower trade show expenditures.*

Product development expenses, consisting of costs incurred in the development of
new  multimedia  related  information  products,  were $9,000 and $6,000 for the
quarters  ended  September  30,  1996 and 1995,  respectively,  and  $21,000 and
$29,000 for the nine months then ended.

General and administrative  expenses were $261,000 and $292,000 for the quarters
ended September 30, 1996 and 1995, respectively, and $664,000 and $1,057,000 for
the nine months then ended. The decrease of $393,000,  or 37%, in the first nine
months of 1996 as compared to 1995 and $31,000,  or 11%, in the third quarter of
1996 as compared to the same period in 1995 reflects the Company's  cost control
measures and stronger credit and collection procedures which resulted in a lower
bad debt expense. General and administrative expenses represented 13% of revenue
for both the third quarter of 1996 and 1995. General and administrative expenses
are expected to decline  slightly during the balance of 1996 due to cost control
measures and continued strong credit and collection procedures.*

Sale of the  Macromedia  User Journal 
In September 1996, the Macromedia User Journal was sold to Pinnacle  Publishing,
Inc.  in  exchange  for  a  short  term  note  and  assumption  of  subscription
liabilities.  The sale  will  enable  the  Company  to  concentrate  on its core
products,  NewMedia  Magazine and Hyperstand.  Payment of the short term note is
scheduled  to be completed by March 1997.  The  financial  results for the third
fiscal  quarter  and  first  nine  months  of 1996  contain  a one time  gain of
approximately  $100,000  associated  with the  assumptions  of the  subscription
liabilities  and short  term  note.  This one time gain and other  cost  control
measures  were  integral to the profit  generated in the third  fiscal  quarter.
Other than the one time gain,  future  revenue  and  operating  results  for the
Company  will not be  materially  impacted  by the sale of the  Macromedia  User
Journal.

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


<PAGE>

Liquidity and Capital Resources

At September 30, 1996, the Company had approximately $421,000 in working capital
and its principal  sources of liquidity  consisted of  approximately  $50,000 in
cash and a $1  million  line of  credit  secured  by 70% of  qualified  accounts
receivable.  At September 30, 1996,  there was $295,000  outstanding  under this
line of  credit.  As a  result  of the  conditions  of the  line of  credit  and
financial  results of the 1996 third  fiscal  quarter,  the  Company  had unused
borrowing capacity of $332,000. Partial usage of unused borrowing capacity could
be restricted by financial operating covenants.

The Company expects that it will continue to require significant amounts of cash
to finance  operations.*  The  Company  has not  committed  to make  significant
capital expenditures, but may make such expenditures in the future.* The Company
believes that the existing cash  balances,  together  with cash  generated  from
operations and borrowings available under its line of credit, will be sufficient
to meet its cash requirements through at least the end of 1996.* There can be no
assurance,   however,  that  the  Company's  anticipation  of  its  future  cash
requirements  will be  correct.  Thereafter,  the  Company  may  seek  to  raise
additional   working  capital,   primarily  through  sales  of  debt  or  equity
securities.*  In  addition,  the  Company may seek to raise  additional  working
capital  prior to the end of 1996 if it can raise  such  capital  on  acceptable
terms.* The terms of the Series E Preferred Stock,  Series F Preferred Stock and
Series G  Preferred  Stock  and the  Company's  outstanding  warrants  grant the
holders  thereof  certain   preferential  rights  including   conversion  and/or
registration  rights which may have a dilutive  effect on existing  shareholders
and may  therefore  limit the  availability  of financing,  particularly  equity
financing.  The Company has no commitments  for any such financing and there can
be no assurance  that the Company will be able to raise such working  capital on
reasonable  terms or at all. The  Company's  ability to borrow under the line of
credit is subject to compliance with certain financial covenants,  including but
not limited to,  quarterly  profitability.  There can be no  assurance  that the
Company will be  successful in complying  with these  financial  covenants.  The
Company's failure to comply with the financial  covenants could preclude it from
utilizing the line of credit which would have a material  adverse  effect on the
Company's  liquidity  and  financial  condition.   In  addition,  the  Company's
inability to raise capital, if required, could have a material adverse effect on
the Company's business and results of operations.

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

<PAGE>

The Company  signed an agreement in July 1996 with its largest  shareholder,  MK
Global Ventures in association with its MK GVD Fund, providing for an investment
in additional capital of the Company to finance  operations.  Under the Series G
Preferred Stock Purchase Agreement,  as amended, MK GVD Fund agreed to invest up
to $250,000 on or before June 30, 1997, at the Company's  option.  The price per
share of this Series G  Preferred  Stock,  which the Company has not  registered
under the  Securities  Act of 1933,  as amended,  will be 85% of the fair market
value of the  Company's  common  stock  based on the  average of the closing bid
price per share for the ten trading  days ending five  business  days before the
closing of the investment.  The Company had not drawn on this capital commitment
as of November 6, 1996.

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

Among the factors that could cause actual results to differ materially are those
listed  below and those  listed from time to time in the  Company's  SEC reports
including  but not limited to the annual  report on Form 10-K for the year ended
December 31, 1995 and the quarterly  reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.

Limited Operating History; History of Losses and Accumulated Deficits

The Company has a limited  operating history and is subject to all the risks and
difficulties  experienced by any new business.  The Company's  prospects must be
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered in the  establishment  of a new business and a continually  evolving
industry  characterized  by intense  competition.  The Company has  incurred net
losses of $10,529,000  from  inception to September 30, 1996,  including the net
profit of $11,000 for the quarter  ended  September  30,  1996.  The Company may
incur a loss for the fourth  quarter  of 1996 as it  continues  to  promote  and
expand its current  publications  and develop and launch new  products.*  If the
Company incurs a loss in the fourth quarter of 1996, it would be in violation of
the  profitability  covenant in its bank line of credit which would  prevent the
Company from further borrowing under the line of credit without a waiver.  There
can be no assurance  that during 1996 or thereafter  the Company will be able to
increase its  revenues or become  profitable.  The  Company's  potential  future
growth depends on many factors,  including the ability of the Company to attract
sufficient advertising customers for NewMedia Magazine, maintain the circulation
base of NewMedia  Magazine,  control its costs and  successfully  implement  its
marketing and product strategy.* There can be no assurance that the Company will
be successful in any of these efforts.

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

<PAGE>

New Publishing Strategy; Sales and Marketing Strategy

The key elements of the  Company's new  publishing  strategy are to focus on the
professional market for new media technology,  to increase the frequency from 13
to 16 times per year and to increase the  demographic  criteria  that  potential
subscribers  are required to meet in order to qualify for a  subscription  while
simultaneously  reducing the guaranteed  circulation  base of NewMedia  Magazine
from 250,000 to 215,000 qualified  readers.* There can be no assurance that this
publishing  strategy  will result in  increased  revenues  or in  profitability.
Certain  components  of  production,  circulation  and  editorial  expenses will
increase  associated  with  publishing  additional  issues of the magazine.* The
Company has been undergoing an advertising  category transition since the second
half  of  1995  away  from  the  consumer  market  toward  the  above  mentioned
professional  market for new media technology.  To replace these consumer market
advertisers  and to  grow  advertising  revenues,  the  Company  needs  to  sell
advertisements  oriented to the  professional  market for new media  technology.
Also,  advertisers  may not  immediately  accept the increased  frequency of the
magazine and adjust their  advertising  schedules  accordingly.  There can be no
assurance  that  the  Company  will  be  able  to  sell  sufficient   number  of
advertisements to the professional market to make its strategy successful. Until
the  circulation  direct  mail  campaign  for  qualified  readers  using the new
qualification  criteria  is  completed,  there  can  be no  assurance  that  the
estimated  purchasing  power of new media products and services will be achieved
with a reasonable  level of circulation  expenditures.  The Company enhanced the
experience  level of its sales force through hiring new Senior Account  Managers
in three of the Company's four territories during the fourth quarter of 1995 and
the first quarter of 1996. New Senior Account  Managers,  even with  significant
experience,  can take nine (or more) months to become fully  productive  for the
Company in the  associated new media market.  As a result,  the Company does not
expect  year-over-year  growth in advertising  revenues until at least the first
quarter  of 1997,  if at all.* See  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations".

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

<PAGE>

Highly Competitive Market

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

Growth of New Media Market

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

Dependence on Key Personnel

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

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

<PAGE>
                          Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K

         (a)   No  reports  on Form 8-K were  filed by the  Company  during  the
               fiscal quarter ended September 30, 1996.


Items 1 - 5 are not applicable and have been omitted.




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, 1996          HyperMedia Communications, Inc.


                                    By:   /S/ Todd Hagen
                                        ------------------------------------
                                        Todd Hagen
                                        Vice President of Finance and
                                              Administration and Chief Financial
                                              Officer (Principal Financial and
                                              Accounting Officer)