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 March 31, 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 May 5, 1999, 3,200,137 shares of the Registrant's common stock were issued
and outstanding.

<PAGE>


                                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>

                                         HYPERMEDIA COMMUNICATIONS, INC.
                                                  BALANCE SHEET
<CAPTION>

                                                                                    March 31,      December 31,
                                                                                      1999            1998
                                                                                   ------------    ------------
                                                                                    (UNAUDITED)
<S>                                                                                <C>             <C>
ASSETS
Current assets:
                 Cash and Cash equivalents                                         $      3,000    $    182,000
                 Accounts receivable, net of allowance for
                    doubtful accounts of $115,000 and $75,000                           795,000         642,000
                 Prepaid expenses and other assets                                      500,000         522,000
                                                                                   ------------    ------------
                    Total current assets                                              1,298,000       1,346,000

Property and equipment, net                                                             327,000         364,000
                                                                                   ------------    ------------
                                                                                   $  1,625,000    $  1,710,000
                                                                                   ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
                 Accounts payable                                                  $    579,000    $    564,000
                 Accrued liabilities                                                    233,000         257,000
                 Deferred revenue                                                        22,000          18,000
                 Note payable - related party                                         1,000,000         400,000
                 Note payable - line of credit                                          409,000         350,000
                                                                                   ------------    ------------
                    Total current liabilities                                         2,243,000       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                                                (14,969,000)    (14,230,000)
                                                                                   ------------    ------------
                    Total shareholders' equity (deficit)                               (618,000)        121,000
                                                                                   ------------    ------------
                                                                                   $  1,625,000    $  1,710,000
                                                                                   ============    ============
<FN>

                      See the accompanying notes to these condensed financial statements.
</FN>
</TABLE>
                                                       1


<PAGE>



                         HYPERMEDIA COMMUNICATIONS, INC.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)

                                                    Three months ended March 31,
                                                    ---------------------------
                                                         1999           1998
                                                     -----------    -----------

Revenues                                             $ 1,170,000    $ 1,754,000

Expenses:
         Editorial                                       269,000        283,000
         Production                                      405,000        503,000
         Circulation                                     425,000        524,000
         Sales and marketing                             522,000        526,000
         Product development                                --           12,000
         General and administrative                      257,000        271,000
                                                     -----------    -----------
                Total expenses                         1,878,000      2,119,000
                                                     -----------    -----------

Loss from operations                                    (708,000)      (365,000)

Interest and other expense, net                           31,000          5,000
                                                     -----------    -----------
Net loss                                             ($  739,000)   ($  370,000)
                                                     ===========    ===========

Net loss per share, basic and diluted (Note 2)       ($     0.23)   ($     0.12)
                                                     ===========    ===========

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


       See the accompanying notes to these condensed financial statements.

                                       2
<PAGE>


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

                                                    Three months ended March 31,
                                                    ---------------------------
                                                         1999           1998
                                                     -----------    -----------

Cash flow from operating activities:
    Net loss                                         ($  739,000)   ($  370,000)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
      Depreciation and amortization                       44,000         56,000
      Allowance for doubtful accounts                     40,000         21,000
      Change in assets and liabilities:
           Accounts receivable                          (193,000)      (361,000)
           Prepaid expenses and other assets              22,000        (21,000)
           Accounts payable                               15,000       (136,000)
           Accrued liabilities                           (24,000)       (34,000)
           Deferred revenue                                4,000         (4,000)
                                                     -----------    -----------
Net cash used in operating activities                   (831,000)      (849,000)
                                                     -----------    -----------

Net cash used in investing activities for:
    Purchase of fixed assets                              (7,000)       (30,000)
                                                     -----------    -----------
Cash flows from financing activities:
    Proceeds from issuance of preferred stock               --        1,380,000
    Proceeds from notes payable - related party          600,000           --
    Proceeds from notes payable - line of credit         409,000           --
    Repayment of line of credit                         (350,000)          --
                                                     -----------    -----------
Net cash provided by financing activities                659,000      1,380,000
                                                     -----------    -----------

Net increase (decrease) in cash                         (179,000)       501,000

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

Cash at end of period                                $     3,000    $   770,000
                                                     ===========    ===========

Supplemental disclosure of cash flow information:
    Cash paid during the period for interest         $    10,000    $     5,000
                                                     ===========    ===========

       See the accompanying notes to these condensed financial statements.

                                       3
<PAGE>


                         HYPERMEDIA COMMUNICATIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

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

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


NOTE 2 - BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share is based upon the weighted  average  number
of  outstanding  shares of Common  Stock.  Common stock  equivalent  shares from
Convertible  Preferred Stock (using the  if-converted  method) and stock options
and warrants  (using the treasury  stock  method)  have been  excluded  from the
computation  for the three  months ended March 31, 1999 and 1998 as their effect
is anti-dilutive.


                                       4
<PAGE>

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

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

General

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

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


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



                                       5
<PAGE>


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

HyperMedia also publishes newmediaocom,  an award-winning World Wide Web site of
news, information,  and product buying services for the digital content creation
market.  The site features  "ioServ," an innovative  electronic  reader  service
capability  that uses the immediacy and  interactivity  of the Web to respond to
readers' product information requests in minutes instead of months.*

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

Results of Operations

The Company's revenues, consisting primarily of advertising in NewMedia magazine
were  $1,170,000  and $1,754,000 for the quarters ended March 31, 1999 and 1998,
respectively.  Approximately  seventy percent of the decrease in revenues is due
to the reduction in publishing  frequency of NewMedia  magazine from four issues
per quarter to three. The remaining decreases in revenues is due to a decline in
advertising  sales in  NewMedia.  The  Company  believes  that the  decrease  in
advertising  revenue  is related to a number of market  factors,  including  the
migration  of  digital  content  development  from  CD-ROM  based  media  to the
Internet,  shifts in the  Macintosh  hardware  and software  market,  as digital
content  creators  make a  transition  toward  increased  use of  Windows  based
workstations and an industry-wide decline in digital media advertisers.*

The Company's  total  expenses were  $1,878,000  and $2,119,000 for the quarters
ended  March 31, 1999 and 1998,  respectively.  The  decrease  in  expenses  was
primarily  due to the reduction in issues,  from four to three,  produced in the
quarter.

The net loss for the first three  months of 1999 was $739,000 as compared to the
loss of $370,000 for the first three months of 1998. The increase in net loss in
the first quarter of 1999 as compared to 1998 is primarily a result of reduction
in the publishing frequency

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

                                       6
<PAGE>

of  NewMedia  magazine  from four  issues per  quarter to three and a decline in
advertising sales in NewMedia.

Editorial  expenses,  comprised  principally  of  salaries  and fees paid to the
writers for the  Company's  publications,  were  $269,000  and  $283,000 for the
quarters ended March 31, 1999 and 1998, respectively. The reduction in editorial
expenses is  primarily a result of the  reduction  in  publishing  frequency  of
NewMedia magazine from four issues per quarter to three.

Production expenses,  including costs for design,  materials and printing of the
Company's publications,  were $405,000 and $503,000 for the quarters ended March
31,  1999 and  1998,  respectively.  The  decrease  in  production  expenses  is
primarily due to the reduction in publishing frequency of NewMedia magazine from
four issues per quarter to three.  Production  expenses are expected to increase
slightly  during the  balance of 1999,  as the  result of the  company's  custom
publishing strategy.*

Circulation expenses, consisting primarily of costs associated with subscription
fulfillment,  mailing  and  the  cost  to  acquire  and  certify  the  company's
subscriber, were $425,000 and $524,000 for the quarters ended March 31, 1999 and
1998,   respectively.   The  Company  capitalizes  its  circulation  development
expenditures  which consist of external costs incurred by the company to acquire
and  certify  its  list of  qualified  subscribers  for each  upcoming  year and
amortizes them over a 12 month period.  The decrease in circulation  expenses is
primarily due to the reduction in publishing frequency of NewMedia magazine from
four issues per quarter to three and a smaller amount of circulation development
expenditure amortization included in the quarter versus the same period in 1998.
General cost control programs also contributed to the decrease in expenses.

Sales and marketing  expenses were $522,000 and $526,000 for the quarters  ended
March 31, 1999 and 1998,  respectively.  Slightly higher sales expense resulting
from  increased  compensation  expenses and sales  promotional  activities  were
offset by general cost  reduction  programs and reduced  marketing  costs in the
quarter.

Product  development  expenses were $0 and $12,000 for the quarters  ended March
31,  1999  and  1998,  respectively  and  consisted  of  costs  incurred  in the
development  of new  products,  including  the  Internet  World  Wide Web  site,
newmedia.com.

General and administrative  expenses were $257,000 and $271,000 for the quarters
ended  March 31,  1999 and 1998,  respectively.  The  decrease in the quarter as
compared  to 1998 was due  primarily  to general  cost  reduction  programs  and
slightly lower depreciation


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

                                       7
<PAGE>

Liquidity and Capital Resources


         At March 31,  1999,  the  Company  had a  working  capital  deficit  of
approximately  ($945,000),  and its principal  source of liquidity  consisted of
approximately $3,000 in cash, a revolving credit facility and funds loaned to it
by its major  shareholder MK Global  Ventures,  in  association  with its MK GVD
Fund.

The Company signed an agreement in March 1999 with a new lender which provides a
new line of credit.  The revolving credit  facility,  which has a one year term,
provides  for  borrowings  of up to 80% of  eligible  receivables  not to exceed
$600,000.  The credit facility is secured by the Company's accounts  receivable.
Borrowings accrue interest at the lenders reference rate of prime plus 4 percent
per annum, which at March 31, 1999 was 11.75 percent. At March 31, 1999 $409,000
was outstanding under this facility and an additional  $81,000 was available for
borrowing.

Borrowings  from its major  shareholder  accrue interest at a rate of 10 percent
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.  At March 31,  1999  $1,000,000  was
outstanding under these notes. Repayments on these notes, if not refinanced, are
scheduled to begin May 1999 and continue through September 1999.

Capital  expenditures  for 1999 were $7,000 compared to $30,000 for 1998.  These
expenditures primarily consist of desktop PC replacements and software upgrades.
The Company has not made or committed to make significant  capital  expenditures
in 1999 but may make such expenditures in the future.*

The Company expects that it will continue to require significant amounts of cash
to finance future  operations.  During the three months ended March 31, 1999 and
1998 net  cash  used in  operating  activities  totaled  $831,000  and  $849,000
respectively. The Company is currently seeking additional financing and believes
that sufficient cash can be obtained from its new line of credit, and borrowings
from its major shareholder such that the Company will meet its cash requirements
for at least the next 12 months.  However,  there can be no  assurance  that the
Company's  anticipation of its cash  requirements for the next 12 months will be
correct and that the Company will be able to raise the necessary  funds on terms
acceptable to the Company.

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


                                       8
<PAGE>

Thereafter, the Company anticipates that it may need 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 1999 if
it can raise  such  capital  on  acceptable  terms.*  The terms of the  Series E
Preferred Stock,  Series F Preferred Stock,  Series G Preferred Stock,  Series H
Preferred  Stock,  Series I  Preferred  Stock,  Series  J  Preferred  Stock  and
outstanding  warrants  grant the holders  thereof  certain  preferential  rights
including  conversion  and/or  registration  rights,  which may have a  dilutive
effect on existing  shareholders  and may therefore  limit the  availability  of
financing, particularly equity financing. The Company has no commitments for any
such  financing,  and  there  can be no  assurance  that any such debt or equity
financing will be available on terms acceptable to the Company, or at all.

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

                                       9
<PAGE>


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 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.


Factors Affecting Operating Results and Market Price of Stock

         History of Losses and Accumulated Deficits

         The Company  incurred total net losses of $14,969,000 from inception to
March 31, 1999  including net losses of $739,000 for the quarter ended March 31,
1999.  The Company  expects to incur  losses for the  remainder  of 1999,  as it
continues to promote and expand its current  publications and develop and launch
new  products.*  There  can be no  assurance  that the  Company  will be able to
increase its  revenues or become  profitable.  The  Company's  potential  future
growth depends on many factors,  including the ability of the Company to attract
sufficient advertising customers for NewMedia,  maintain the circulation base of
NewMedia, have a productive advertising sales force that includes recently-hired
sales people,  control its costs, and  successfully  implement its marketing and
product  strategy  in  relation  to  the  corporate   digital  content  creation
marketplace.*  There can be no assurance  that the Company will be successful in
any of these efforts.

         1999 Publishing Strategy; Sales and Marketing Strategy

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

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

                                       10
<PAGE>

result  in  increased  revenues  or in  profitability.*  The  Company  has  been
undergoing an  advertising  category  transition  since the second half of 1995,
away from the consumer market toward the above mentioned professional market for
digital content  creation.  To replace these consumer market  advertisers and to
grow advertising revenues, the Company needs to sell advertisements  oriented to
the professional market for digital content creation.  There can be no assurance
that the Company will be able to sell a sufficient  number of  advertisements to
the professional market to make its strategy successful.

         Illiquidity of Trading Market; Risk of Penny Stock Status

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

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

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

         Preferred  Stock  Conversion,  Dividend and Liquidation  Features.  The
Company's  Articles of  Incorporation  currently  authorize the Company to issue
10,064,516  shares of preferred  stock, of which  8,512,191  shares of preferred
stock  are  currently  issued  and  outstanding  (the  "Preferred  Stock").  The
Preferred  Stock, as of March 31, 1999, is convertible  into 8,681,402 shares of
the Company's Common Stock. The liquidation, dividend and conversion features of
the currently outstanding Preferred Stock are as follows.

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


                                       11
<PAGE>

The Series E Preferred  Stock has a  liquidation  preference  per share equal to
$.124 per share and all  accumulated  and unpaid  dividends.  After December 31,
1999, the shares of Series E Preferred Stock are convertible into such number of
shares of Common  Stock as is  determined  by  dividing  $0.124 by the  Series E
Conversion  Price  in  effect  at the  time  of the  conversion.  The  Series  E
Conversion  Price is  currently  $0.478 and as a result of the  issuance  of the
Series J Preferred  Stock would be convertible  into 2,092,050  shares of Common
Stock,  if it were currently  convertible.  Accordingly,  each share of Series E
Preferred will be convertible into approximately 0.3 shares of Common Stock. The
Series E Preferred Stock also has price-based  antidilution rights.  Pursuant to
the price-based antidilution rights (and subject to certain exceptions),  if the
Company issues shares at a price below the Series E Conversion Price, the Series
E  Conversion  Price is  reduced  to the price at which the  Company  issues the
shares.

The Series E Preferred  also has  cumulative  dividend  rights which accrue at a
rate of $.0074 per annum (an aggregate of approximately  $60,000 per annum).  If
the Company has  accumulated  unpaid  dividends on the Series E Preferred at the
time the Series E Preferred  converts to Common Stock the  dividends  convert to
Common Stock at the  effective  Series E Conversion  Price.  If the  accumulated
dividends were to convert as of March 31, 1999,  they would be convertible  into
753,138 shares of Common Stock.

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

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


                                       12
<PAGE>

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 of Series
F Preferred,  Series G Preferred,  Series H  Preferred,  Series I Preferred  and
Series J Preferred  Stock then  outstanding  shall  automatically  convert  into
shares of Common  Stock  upon the  election  of at least 67% of the  authorized,
issued and outstanding  shares of each  respective  Series of Preferred Stock to
convert  shares of Series F Preferred,  Series G Preferred,  Series H Preferred,
Series I Preferred and Series J Preferred Stock into Common Stock.

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

                                       13
<PAGE>

         Control By Principal Stockholders

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

         Highly Competitive Market

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

         Risks Associated With Sales and Marketing Strategy

         The Company's ability to achieve future profitability  depends upon the
success of the Company's  strategy to retain sales  personnel in key markets and
to increase the  productivity  of existing  sales  personnel.* In July 1998, the
Company hired a new  Publisher.  The Company also hired  additional  advertising
personnel in the first and second  quarters of 1998.  Additionally,  the Company
completed  a  realignment  of its sales  force.  As part of these  changes,  the
company  dedicated  specific  sales  personnel to new revenue  opportunities  in
custom publishing,  online advertising, and conferences and focused it remaining
sale personnel on strategic accounts and vertical technology selling.  New sales
personnel typically take from six to nine months to become fully productive, and
therefore  the  Company's  operating  results  during such time may be adversely
affected by the hiring of such personnel. In addition, there can be no assurance
that such

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

                                       14
<PAGE>

new sales  personnel  will  achieve  sufficient  advertising  revenue  to become
profitable  for the Company  after the first six to nine  months or at all.  Any
failure of one or more of the new  personnel  to become  productive  will have a
material adverse effect on the Company's  operating  results.  Furthermore,  the
Company's  revenues  from  advertising  sales depends upon a small number of key
sales  personnel.  Any  inability  of such  personnel  to  maintain  or increase
existing sales levels, or any turnover in such personnel,  would have a material
adverse effect on the Company's operating results.

         Uncertainty of Growth of the  Professional  Market for Digital  Content
Creation

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

         Year 2000 Compliance

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

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

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

                                       15
<PAGE>

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

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

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

         Dependence on Key Personnel and Sales Personnel

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



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

                                       16
<PAGE>


                           PART II - OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

               4.1       $140,000  Subordinated  Promissory  Note, dated January
                         15, 1999 issued by the Registrant to MK GVD Fund.

               4.2       $110,000  Subordinated  Promissory  Note, dated January
                         28, 1999 issued by the Registrant to MK GVD Fund.

               4.3       $175,000  Subordinated  Promissory Note, dated February
                         16, 1999 issued by the Registrant to MK GVD Fund.

               4.4       $75,000  Subordinated  Promissory  Note, dated February
                         26, 1999 issued by the Registrant to MK GVD Fund.

               4.5       $100,000 Subordinated  Promissory Note, dated March 31,
                         1999 issued by the Registrant to MK GVD Fund.

               27.1      Financial Data Schedule.

         (b)   No  reports  on Form 8-K were  filed by the  Company  during  the
         fiscal quarter ended March 31, 1999.

Items 1, 2, 3, 4, and 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:    May  13, 1999            HyperMedia Communications, Inc.


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



                                       17