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

(Mark one)

 X       Quarterly  report  pursuant  to Section  13 or 15(d) of the  Securities
---      Exchange Act of 1934

         For the quarterly period ended June 30, 2000

                                       or

         Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
---      Exchange Act of 1934

         For the transition period from _____ to _____.

Commission File Number  1-11624

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

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

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

                                 (650) 573-5170
                                 --------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _

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


<PAGE>

<TABLE>

                                                         TABLE OF CONTENTS
<CAPTION>

                                                                                                                             Page
                                                                                                                             ----

<S>                                                                                                                           <C>
PART I            FINANCIAL INFORMATION.....................................................................................   2

         ITEM 1.           Financial Statements
                           Condensed Balance Sheets as of June 30, 2000 and
                           December 31, 1999................................................................................   2
                           Condensed Statements of Operations for the Three and
                              Six Months Ended June 30, 2000 and June 30, 1999 .............................................   3
                           Condensed Statements of Cash Flows for the Six Months
                              Ended June 30, 2000 and June 30, 1999 ........................................................   4
                           Notes to Condensed Financial Statements..........................................................   5

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

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

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

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

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

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

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

         ITEM 5.           Other Information................................................................................  22

         ITEM 6.           Exhibits and Reports on Form 8-K.................................................................  22

SIGNATURES..................................................................................................................  24

</TABLE>

<PAGE>



<TABLE>

                                                   PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                           BALANCE SHEETS

<CAPTION>
                                                                                                     June 30,           December 31,
                                                                                                       2000                 1999
                                                                                                   ------------        ------------
                                                                                                   (UNAUDITED)
<S>                                                                                                <C>                 <C>
Assets
Current assets:
    Cash and cash equivalents                                                                      $    393,000        $    336,000
    Accounts receivable, net of allowance for
        doubtful accounts of $61,000 and $56,000                                                        284,000             177,000
    Prepaid expenses and other assets                                                                   229,000             104,000
                                                                                                   ------------        ------------
        Total current assets                                                                            906,000             617,000

Property and equipment, net                                                                             147,000             133,000
                                                                                                   ------------        ------------
        Total Assets                                                                               $  1,053,000        $    750,000
                                                                                                   ============        ============

Liabilities, convertible Preferred Stock and Shareholders' Equity (Deficit)
Current liabilities:

    Note payable - related party                                                                   $  6,864,000        $  4,127,000
    Accounts payable                                                                                    254,000             326,000
    Accrued liabilities                                                                                 709,000             621,000
    Deferred revenue                                                                                     30,000              14,000
                                                                                                   ------------        ------------
        Total current liabilities                                                                     7,857,000           5,088,000
                                                                                                   ------------        ------------

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

Shareholders' equity (deficit):
    Common Stock, $.001 par value; 50,000,000 shares
       authorized; 3,200,975 and 3,200,137 shares issued and
       outstanding                                                                                   10,427,000          10,427,000
    Accumulated deficit                                                                             (21,155,000)        (18,689,000)
                                                                                                   ------------        ------------
        Total shareholders' equity (deficit)                                                        (10,728,000)         (8,262,000)
                                                                                                   ------------        ------------

        Total Liabilities, Convertible Preferred Stock and Shareholders' Equity
        (Deficit)                                                                                  $  1,053,000        $    750,000
                                                                                                   ============        ============
<FN>

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

                                                                 2
<PAGE>

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

<CAPTION>
                                                            Three months ended June 30,               Six months ended June 30,
                                                         --------------------------------          --------------------------------
                                                             2000                 1999                 2000                 1999
                                                         -----------          -----------          -----------          -----------
<S>                                                      <C>                  <C>                  <C>                  <C>
Revenues
Advertising revenues                                     $   114,000          $   789,000          $   188,000          $ 1,841,000
Other revenues                                           $   180,000          $   159,000          $   522,000          $   277,000
                                                         -----------          -----------          -----------          -----------
           Total revenues                                    294,000              948,000              710,000            2,118,000

Cost of advertising revenue                                  526,000            1,072,000              903,000            2,171,000
                                                         -----------          -----------          -----------          -----------

Gross profit                                                (232,000)            (124,000)            (193,000)             (53,000)
                                                         -----------          -----------          -----------          -----------

Expenses:
    Sales and marketing                                      641,000              543,000            1,234,000            1,065,000
    Product development                                        6,000                 --                 95,000                 --
    General and administrative                               354,000              319,000              666,000              576,000
                                                         -----------          -----------          -----------          -----------
           Total expenses                                  1,001,000              862,000            1,995,000            1,641,000
                                                         -----------          -----------          -----------          -----------

Loss from operations                                      (1,233,000)            (986,000)          (2,188,000)          (1,694,000)

Interest and other expense, net                              163,000               42,000              278,000               73,000
                                                         -----------          -----------          -----------          -----------
Net loss                                                 ($1,396,000)         ($1,028,000)         ($2,466,000)         ($1,767,000)
                                                         ===========          ===========          ===========          ===========
Net loss per share, basic and
diluted                                                  ($     0.44)         ($     0.32)         ($     0.77)         ($     0.55)
                                                         ===========          ===========          ===========          ===========

Weighted average shares                                    3,200,962            3,200,137            3,200,671            3,200,137
                                                         ===========          ===========          ===========          ===========

<FN>

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

                                                                 3
<PAGE>


<TABLE>

                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                      STATEMENTS OF CASH FLOWS

                                                            (UNAUDITED)

<CAPTION>
                                                                                                     Six months ended June 30,
                                                                                               -------------------------------------
                                                                                                   2000                      1999
                                                                                               -----------              -----------
<S>                                                                                            <C>                      <C>
Cash flow from operating activities:
      Net loss                                                                                 ($2,466,000)             ($1,767,000)
      Adjustments to reconcile net loss to net
            Cash used in operating activities:

            Depreciation and amortization                                                           68,000                   86,000
            Allowance for doubtful accounts                                                          5,000                   31,000
            Change in assets and liabilities:

                    Accounts receivable                                                           (112,000)                  39,000
                    Prepaid expenses and other assets                                             (125,000)                  55,000
                    Accounts payable                                                               (72,000)                 189,000
                    Accrued liabilities                                                             88,000                   82,000
                    Deferred revenue                                                                16,000                    1,000
                                                                                               -----------              -----------
Net cash used in operating activities                                                           (2,598,000)              (1,284,000)
                                                                                               -----------              -----------

Net cash used in investing activities for:

      Purchase of fixed assets                                                                     (82,000)                 (14,000)
                                                                                               -----------              -----------
Cash flows from financing activities:

      Proceeds from notes payable - related party                                                2,737,000                1,326,000
      Proceeds from notes payable - line of credit                                                    --                    173,000
      Repayment of line of credit                                                                     --                   (350,000)
                                                                                               -----------              -----------
Net cash provided by financing activities                                                        2,737,000                1,149,000
                                                                                               -----------              -----------

Net increase (decrease) in cash                                                                     57,000                 (149,000)

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

Cash at end of period                                                                          $   393,000              $    33,000
                                                                                               ===========              ===========

Supplemental disclosure of cash flow information:

      Cash paid during the period for interest                                                 $     7,000              $    19,000
                                                                                               ===========              ===========


<FN>

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

                                                                 4
<PAGE>


                         HYPERMEDIA COMMUNICATIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

         The  financial  statements  of  HyperMedia  Communications,  Inc.  (the
"Company")  as of June 30, 2000 and for the three and six months  ended June 30,
2000 and 1999,  are  unaudited,  and in the opinion of  management,  include all
adjustments  (consisting of only normal  recurring items) necessary for the fair
presentation of the financial position and results of operations for the interim
periods.  These  financial  statements  should be read in  conjunction  with the
Financial  Statements for the year ended December 31, 1999 and the notes thereto
included in the Company's  annual report on Form 10-K. The results of operations
for the three and six months ended June 30, 2000, are not necessarily indicative
of the results expected for the entire year.

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

         During  September  1999,  the Company  announced a change in operations
from a traditional print publication to an enhanced,  internet-based information
service.  The Company  published its final issue of NewMedia  magazine and began
devoting its resources to the  development of its website,  newmedia.com,  which
provides  daily  news  and  information   services  to  the  Internet  architect
community.  The Company will  continue to produce the NewMedia  INVISION  Awards
Festival,  a juried  digital  media  competition  and  conference  that seeks to
identify  the most  original  and  creative  ideas  within the  global  Internet
architect  community.  This is a significant  change in the  Company's  business
model and  therefore  historical  trends may not be a good  indicator  of future
performance.  Readers  should  carefully  review  all  the  information  in this
document  including  the  risk  factors  contained  in  the  "Factors  Affecting
Operating Results and Market Price of Stock" section of this report.

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

                                       5
<PAGE>

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

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

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

         Certain 1999 balances have been reclassified for comparative purposes.

NOTE 2 - BASIC AND DILUTED NET LOSS PER SHARE

         Basic and diluted net loss per share is based upon the weighted average
number of outstanding  shares of Common Stock.  Common Stock  equivalent  shares
from  Convertible  Preferred  Stock  (using the  if-converted  method) and stock
options and warrants  (using the treasury  stock method) have been excluded from
the  computation  for the three and six month  periods  ended June 30,  2000 and
1999, as their effect is anti-dilutive.


                                       6
<PAGE>

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

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

General

         HyperMedia  Communications,  Inc., (the "Company" or "HyperMedia")  was
incorporated  in California in August 1989, and today produces  information  and
business  services  for  the  global  Internet  Architect  community.   Internet
Architects are professionals who utilize business, design, and technology skills
to create Web sites and Internet-driven businesses. Our primary product offering
is  newmedia.com,  a vertical  portal on the World Wide Web targeted to Internet
Architects.  We also produce the NewMedia  INVISION Awards  Festival,  an annual
competition and conference that seeks to identify the most original and creative
ideas within the global Internet Architect community. The 1999 NewMedia INVISION
Festival  received  1,200  entries from 17  countries  and included a gallery of
award-winning  entries,  an evening  International  showcase of digital  content
produced on four continents, and a two-day conference focusing on "The Future of
Content on the Net."

         Prior to September  1999,  our primary  product was  NewMedia  magazine
("NewMedia"). NewMedia was the largest publication serving the corporate digital
content  market  with a  controlled  circulation  of more than  215,000  digital
content   professionals.   "Digital   content"  is  information   created  using
computer-based video, audio,  graphics,  animation,  and Internet  technologies.
Companies use digital  content in building brand  awareness  through  marketing,
advertising,  promotions,  corporate  presentations,  and  sales  and  technical
training.  NewMedia's mission was to give its readers the tools to be successful
digital content professionals by identifying the newest products,  technologies,
and strategies to keep their businesses  competitive.  Revenue from NewMedia was
derived primarily through the sale of advertisements in the magazine.

         In September  1999,  we  announced  that we had ceased  publication  of
NewMedia  magazine  in order to  devote  our  resources  to the  development  of
newmedia.com and other  information and business services targeted to the global
Internet Architect community. This event is a significant change in our business
model and therefore our historical  trends may not be a good indicator of future
performance.  Readers  should  carefully  review  all  the  information  in this
document  including the risk factors contained in the  "Management's  Discussion
and Analysis of Financial  Conditions  and Results of  Operations"  and "Factors
Affecting Operating Results and Market Price of Stock" sections of this report.

                                       7
<PAGE>

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

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

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

         We expect that our revenues will be derived  primarily from the sale of
advertising spots, site sponsorships, and newsletter advertisements. In addition
to these advertising revenue sources, we are evaluating and developing affiliate
business  partnership  relationships,  in which we earn a percentage  of revenue
derived from purchases made by newmedia.com's  users on affiliate partner sites.
We also intend to develop  e-commerce  capabilities  that will permit us to sell
products and services directly on newmedia.com to the site's users.

         We also earn  revenue from the NewMedia  INVISION  Festival,  an annual
competition and conference that seeks to identify the most original and creative
ideas within the global Internet Architect community.  Event revenue consists of
entry fees to the competition, sponsorship fees for the Festival, and conference
and event ticket sales. We intend to explore and develop additional  conferences
and events targeted to the global Internet Architect community.

         Finally,  we earn revenue through the rental of our postal mailing list
of former subscribers to NewMedia magazine and email list of registered users of
newmedia.com.  We  currently  possess  an email  list of  approximately  100,000
registered site users and former magazine subscribers.  We intend to continue to
develop and build this list by offering  incentives  to our site users to become
registered on the site.

Because  newmedia.com  is in an early  stage  of  development,  there  can be no
assurance   that  we  will  be  successful  in  attracting   sufficient   users,
advertisers,  or  affiliate  partners for the site,  which are all  necessary to
achieve our business strategy.

                                       8
<PAGE>

Results of Operations

Revenues

         Revenues for the three and six months  ended June 30,  2000,  primarily
consisted of  advertising  on  newmedia.com  and postal and email list  rentals.
Revenues for the three and six months ended June 30, 1999,  primarily  consisted
of advertising in NewMedia magazine and postal list rentals. Total revenues were
$294,000 for the three months ended June 30, 2000,  compared to $948,000 for the
three months ended June 30, 1999. For the six months ended June 30, 2000,  total
revenues were $710,000  compared to $2,118,000 for the six months ended June 30,
1999.

         Advertising  revenues were $114,000 for the three months ended June 30,
2000,  compared to $789,000,  for the three months ended June 30, 1999.  For the
six months ended June 30, 2000,  advertising  revenues were $188,000 compared to
$1,841,000  for the six months ended June 30, 1999.  The decline in  advertising
for the three and six months  ended June 30, 2000 from the same period last year
is primarily due to our shift in business  strategy from a print publisher to an
Internet-based vertical portal providing daily news,  information,  and business
services to the global  Internet  Architect  community  through our new Web site
newmedia.com, which was launched in late January 2000.

         Other  revenues,  which  primarily  consist  of postal  and email  list
rentals  were  $180,000  for the three  months  ended June 30, 2000  compared to
$159,000 for the three months ended June 30, 1999.  This  increase was primarily
due to higher  list  rentals.  For the six  months  ended  June 30,  2000  other
revenues  were  $522,000  compared to $277,000 for the six months ended June 30,
1999.  This  increase was  primarily due to higher list rentals and the one-time
sale of a portion of the NewMedia magazine subscriber list.

Cost of Advertising Revenues

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

         Cost of  advertising  revenues were $526,000 for the three months ended
June 30, 2000,  compared to $1,072,000 for the three months ended June 30, 1999.
For the six months  ended  June 30,  2000,  cost of  advertising  revenues  were
$903,000  compared to  $2,171,000  for the six months ended June 30,  1999.  The
decline in cost of advertising  revenues for the three and six months ended June
30, 2000, from the same period last year was directly related to our decision to
cease publishing Newmedia magazine in September 1999.

                                       9
<PAGE>

Sales and Marketing

         Sales and  marketing  expenses were $641,000 for the three months ended
June 30, 2000 compared to $543,000 for the three months ended June 30, 1999. For
the six months ended June 30, 2000, sales and marketing expenses were $1,234,000
compared to $1,065,000  for the six months ended June 30, 1999.  The increase in
sales and  marketing  expenses for the three and six months ended June 30, 2000,
over the same period last year is  primarily  due to increased  advertising  and
promotional activities associated with the launch of newmedia.com.

Product Development

         Product  development  expenses  were $6,000 for the three  months ended
June 30, 2000  compared to $0 for the three months ended June 30, 1999.  For the
six months  ended June 30,  2000,  product  development  expenses  were  $95,000
compared to $0 for the six months ended June 30,  1999.  The increase in product
development  expenses for the three and six months ended June 30, 2000, over the
same period last year is due to continued development of newmedia.com.

General and Administrative

         General and administrative expenses for the three months ended June 30,
2000,  were  $354,000  compared to $319,000  for the three months ended June 30,
1999.For the six months ended June 30, 2000, general and administrative expenses
were $666,000  compared to $576,000 for the six months ended June 30, 1999.  The
increase in general  and  administrative  expenses  for the three and six months
ended June 30,  2000,  over the same  period last year was  primarily  due to an
increase in professional  fees and recruitment  expenses related to the staffing
of newmedia.com.

Interest and Other Expense, Net

         Interest  and other  expense,  net were  $163,000  for the three months
ended June 30,  2000,  compared to $42,000 for the three  months  ended June 30,
1999. For the six months ended June 30, 2000,  interest and other  expense,  net
were  $278,000  compared to $73,000 for the six months ended June 30, 1999.  The
increase in expenses for the three and six months ended June 30, 2000,  over the
same period last year was primarily due to increased interest expense associated
with our increased borrowing in 2000.

Net Loss

         We reported a net loss of  $1,396,000  for the three  months ended June
30, 2000,  compared to a net loss of $1,028,000  for the three months ended June
30, 1999.  For the six months ended June 30, 2000,  our net loss was  $2,466,000
compared to $1,767,000  for the six months ended June 30, 1999.  The increase in
the net loss for the  three and six  months  ended  June 30,  2000 over the same
period  last year was  primarily  due to lower  advertising  revenue,  increased
marketing  and product  development  costs  related to  newmedia.com  and higher
interest expense.

                                       10
<PAGE>

Liquidity and Capital Resources

         At June 30, 2000,  we had a working  capital  deficit of  approximately
($6,951,000)  and our principal  source of liquidity  consisted of approximately
$393,000  in cash and  funds  loaned to us by our  major  shareholder  MK Global
Ventures,  in association with its MK GVD Fund. These borrowings accrue interest
at a rate of 10% per annum and are  collateralized by the assets of the company.
Principal and accrued interest is due and payable on demand, which demand may be
made at any time, but in no event shall the principle and interest be paid later
than 180 days after the date of the borrowing.  On June 30, 2000, we rolled over
$2,617,000  in  principal  that had become due  during  the  quarter  into a new
180-day note. At June 30, 2000, $6,864,000 was outstanding under these notes.

         Capital  expenditures  for the six  months  ended June 30,  2000,  were
$82,000  compared  to $14,000  for the six months  ended  June 30,  1999.  These
expenditures  primarily  consist of desktop personal  computer  replacements and
software upgrades.

         We expect that we will continue to require  significant amounts of cash
to  finance  future  operations  and we may  need to  raise  additional  working
capital,  primarily through sales of debt or equity securities. Net cash used in
operating activities were $2,598,000 for the six months ended June 30, 2000, and
$1,284,000 for the six months ended June 30, 1999.

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

Factors Affecting Operating Results And Market Price Of Stock

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

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

                                       11
<PAGE>

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

         We have incurred total net losses of $21,155,000 from inception to June
30, 2000. We expect to incur losses for the  foreseeable  future as we transform
our  business  model  from  a  traditional  print  publisher  to a  producer  of
information  and  business  services  for the  Internet  Architect  professional
community.  There can be no  assurance  that our new  business  strategy and our
redesigned  Web  site  will  enable  us  to  increase  our  revenues  or  become
profitable.  Our potential future growth depends on many factors,  including the
acceptance of the redesigned  newmedia.com by the Internet Architect  community,
our  ability to  attract  an  increasing  number of users to  newmedia.com,  our
ability to attract sufficient advertising customers to newmedia.com, our ability
to hire and retain a productive advertising sales force, our ability to hire and
retain a creative  editorial  staff,  our ability to manage the technical issues
related to a major Web site,  and our  ability  to  successfully  implement  our
marketing  and product  strategies.  There can be no  assurance  that we will be
successful in any of these efforts.

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

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

Our limited history makes evaluating our business difficult.

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

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

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



                                       12
<PAGE>

timing of expenditures  related to the expansion of our business  operations and
infrastructure.

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

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

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

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

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

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

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

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

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

                                       13
<PAGE>

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

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

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

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

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

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

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

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

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



                                       14
<PAGE>

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

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

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

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

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

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

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

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



                                       15
<PAGE>

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

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

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

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

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

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

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

         Currently,   there  are  few  laws  and   regulations   that   regulate
communication,  content, and commerce on the Internet.  New laws and regulations
currently are being considered at the federal,  state,  and local levels.  These
laws dealing with issues of user



                                       16
<PAGE>

privacy, online content, taxation, and the quality of products and services sold
over the Internet could materially  increase our operating costs.  Additionally,
the  application  of  existing  law  in the  areas  of  copyrights,  trademarks,
intellectual property ownership,  libel, obscenity,  and personal privacy issues
could  significantly  increase our costs of doing business and adversely  affect
our operations.

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

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

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

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

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

         Our  Articles  of  Incorporation   currently   authorize  us  to  issue
20,064,516  shares of preferred  stock, of which  8,512,191  shares of preferred
stock  currently  are  issued  and  outstanding  (the  "Preferred  Stock").  The
Preferred Stock and accumulated dividends,  as of June 30, 2000, are convertible
into  8,833,405  shares of our Common  Stock.  The  liquidation,  dividend,  and
conversion features of the currently outstanding Preferred Stock are as follows:

         The Series E Preferred  Stock has a  liquidation  preference  per share
equal to $0.124  per share  and all  accumulated  and  unpaid  dividends.  After
December 31, 1999, the shares of Series E Preferred Stock are  convertible  into
shares of Common  Stock as is  determined  by  dividing  $0.124 by the  Series E
Conversion  price. The Series E


                                       17
<PAGE>

Conversion Price currently is $0.478 as a result of the issuance of the Series J
Preferred  Stock.  Accordingly,  each  share  of  Series  E  Preferred  Stock is
convertible  into  approximately  0.3  shares  of  Common  Stock  for a total of
2,092,050 shares of Common Stock for all Series E shares. The Series E Preferred
Stock also has  price-based  antidilution  rights.  Pursuant to the  price-based
antidilution rights (and subject to certain  exceptions),  if the Company issues
shares at a price below the Series E Conversion  Price,  the Series E Conversion
Price is reduced to the price at which the Company issues the shares.

         The Series E Preferred  also has a  cumulative  dividend  right,  which
accrues at a rate of $0.0074 per share (an  aggregate of  approximately  $60,000
per annum). If there are accumulated  unpaid dividends on the Series E Preferred
at the time the Series E Preferred  converts to Common Stock, then the dividends
convert to Common Stock at the effective Series E Conversion  Price. At June 30,
2000, the accumulated unpaid dividends, if converted,  would be convertible into
905,142 shares of Common Stock.

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

         The Series F Preferred,  Series G Preferred, Series H Preferred, Series
I  Preferred,  and Series J Preferred  stocks are  entitled to  dividends in the
amount of five percent of the Initial Sales Price of their respective series per
fiscal year only if declared by the Board of  Directors.  The  dividends are not
cumulative  and no rights  accrue to the  holders of these  series of  preferred
stock in the event that we do not  declare  or pay  dividends.  The  liquidation
preference  per share is equal to $3.039 per share for the  Series F  Preferred,
$1.992 per share for the Series G  Preferred,  $2.136 per share for the Series H
Preferred,  $15.62 per share for the Series I  Preferred,  and $12.531 per share
for the Series J Preferred stocks,  plus all declared but unpaid  dividends.  No
dividends  have  been  declared  on the  Preferred  Stock.  Shares  of  Series F
Preferred,  Series G  Preferred,  Series H Preferred,  Series I  Preferred,  and
Series J Preferred Stock are convertible into a number of shares of Common Stock
equal to the initial sales price of each  respective  series of Preferred  Stock
divided by the appropriate  conversion price. The initial sales price was $3.039
for the Series F Preferred,  $1.992 for the Series G  Preferred,  $2.136 for the
Series H  Preferred,  $15.62 for the Series I  Preferred,  and  $12.531  for the
Series J  Preferred.  The  conversion  prices of each of the Series F Preferred,
Series  G  Preferred,  Series H  Preferred,  Series I  Preferred,  and  Series J
Preferred  is  subject  to  adjustment  in the  event of  subdivisions,  splits,
combinations,  consolidations,  or reclassifications of Common Stock and similar
events and,  for  approximately  one year after the final sale of each Series in
the event that the Company  issues  shares of Common  Stock at a price below the
applicable  conversion  price  ("price-based  antidilution").   The  price-based
antidilution


                                       18
<PAGE>

feature has expired  for the Series F  Preferred  Stock,  the Series G Preferred
Stock,  the Series H  Preferred  Stock,  the Series I Preferred  Stock,  and the
Series J Preferred Stock.

         The issuance of 57,531  shares of Series J Preferred at $9.56 per share
in June 1998 was  equivalent  to an issuance at $0.478 per share of Common Stock
and caused the  conversion  prices of each of the Series E  Preferred,  Series G
Preferred,  Series H Preferred, Series I Preferred, and Series J Preferred to be
adjusted to $0.478 per share.  Accordingly,  each share of Series F Preferred is
convertible  into 1 share of Common Stock for a total of 82,250 shares of Common
Stock for all Series F shares,  each share of Series G Preferred is  convertible
into  approximately  4.2 shares of Common Stock for a total of 209,805 shares of
Common  Stock for all  Series G shares,  each  share of  Series H  Preferred  is
convertible into approximately 4.5 shares of Common Stock for a total of 522,828
shares of Common Stock for all Series H shares, each share of Series I Preferred
is  convertible  into  approximately  32.7 shares of Common Stock for a total of
941,121  shares of Common Stock for all Series I shares and each share of Series
J  Preferred  is  convertible  into 24.1  shares of Common  Stock for a total of
4,080,209 shares of Common Stock for all Series J shares. All shares of Series F
Preferred, Series G Preferred, Series H Preferred, Series I Preferred and Series
J Preferred Stock then outstanding  shall  automatically  convert into shares of
Common Stock upon the election of at least 67% of the  authorized,  issued,  and
outstanding  shares of each  respective  Series of  Preferred  Stock to  convert
shares of Series F Preferred,  Series G Preferred,  Series H Preferred, Series I
Preferred, and Series J Preferred Stock into Common Stock.

         We also have 11,552,325 shares of additional authorized Preferred Stock
that could be issued.  The Articles of  Incorporation  provide that the Board of
Directors is  authorized  to fix the number of shares of any series of Preferred
Stock  and to  determine  or alter  the  rights,  preferences,  privileges,  and
restrictions  granted to or imposed upon any wholly unissued series of Preferred
Stock  and,  within  the limits and  restrictions  stated in any  resolution  or
resolutions  of the Board of  Directors  originally  fixing the number of shares
constituting  any series of  Preferred  Stock,  to  decrease  (but not below the
number of shares of any such  series then  outstanding)  the number of shares of
any such series subsequent to the issue of shares of that series.  Additionally,
the Board of  Directors  may  authorize  the  issuance of  additional  series of
Preferred Stock. These shares could be issued with terms that are more favorable
to the holder than those that have previously been issued so long as the current
holders of Preferred  Stock Series E through  Series J each voting as a separate
class  consent to such  issuance.  The Board of  Directors  therefore  may issue
additional Preferred Stock with voting, liquidation,  and conversion rights that
could adversely affect the voting power and liquidation rights of the holders of
Common Stock. When and if such preferred stock is issued or converted there will
be  dilution to the then  existing  Common  stockholders.  In the event we issue
preferred stock with a purchase price of less than $0.478 per share,  the Series
E conversion  price will be further adjusted so that more shares of Common Stock
will be issued upon conversion of the Series E Preferred Stock.  This will cause
additional dilution to the voting power and liquidation rights of the holders of
Common Stock.

                                       19
<PAGE>

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

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

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

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




                                       20
<PAGE>



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

          We are not a party to any material legal proceedings.

Item 2. Changes in Securities and Use of Proceeds.

          Not applicable

Item 3. Default upon Senior Securities.

          Not applicable

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

          We held our  annual  meeting  of  shareholders  on June 6,  2000.  The
results of the items submitted for vote were as follows:

Proposal 1: Directors

                           Common Stock                  Preferred Stock
         Nominee           For           Withheld        For           Withheld
         -------           ---           --------        ----          --------
         Richard Landry    3,022,457     40,290          7,928,263       0
         Michael Kaufman   3,022,457     40,290          7,928,263       0
         Greg Lahann       3,022,457     40,290          7,928,263       0
         Dirk Spiers       3,022,457     40,290          7,928,263       0

Proposal 2:  Proposal to approve an amendment to our 1991 Stock Plan to increase
the number of shares reserved for issuance to 2,925,000.

                  For            Against     Abstain     Broker Non-Vote
                  ---            -------     -------     ---------------
Common Stock      2,199,762      43,740       17,250            939,931
Preferred Stock   7,928,263           0            0                  0

Proposal 3: Proposal to approve an amendment to our 1993 Director Option Plan to
increase the number of shares reserved for issuance thereunder to 350,000.

                  For            Against     Abstain     Broker Non-Vote
                  ---            -------     -------     ---------------
Common Stock      2,190,417      53,090       17,250            939,931
Preferred Stock   7,928,263           0            0                  0

                                       21
<PAGE>

Proposal 4: Proposal to approve an amendment to our 1993 Director Option Plan to
change the initial  grant to 10,000  shares fully vested and the annual grant to
10,000 shares fully vested.

                  For            Against     Abstain     Broker Non-Vote
                  ---            -------     -------     ---------------
Common Stock      2,996,957       48,790      17,000            137,936
Preferred Stock   7,928,263            0           0                  0

Proposal 5: Proposal to approve an amendment to the Articles of Incorporation to
increase the number of authorized preferred shares to 20,064,516.

                          For            Against     Abstain     Broker Non-Vote
                          ---            -------     -------     ---------------
Common Stock              2,194,662       46,590       19,500      939,931
Series E Preferred        2,092,050            0            0            0
Series F Preferred           82,250            0            0            0
Series G Preferred          209,805            0            0            0
Series H Preferred          522,828            0            0            0
Series I Preferred          941,121            0            0            0
Series J Preferred        4,080,209            0            0            0

Proposal 6: Proposal to ratify the appointment of PricewaterhouseCoopers  LLP as
independent accounts for the Company for fiscal 2000.

                  For            Against     Abstain     Broker Non-Vote
                  ---            -------     -------     ---------------
Common Stock      3,041,657       2,840       18,250             137,936
Preferred Stock   7,928,263           0            0                   0

Item 5. Other Information.

         Our President  resigned,  effective June 16, 2000, and a search for his
replacement is currently underway.

                                       22
<PAGE>


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

(a)      Exhibits

         3.1  Amended and Restated 1991 Stock Plan as of June 6, 2000.

         3.2  Amended and Restated 1993 Director Option Plan as of June 6, 2000.

         4.1  $300,000  Subordinated  Promissory  Note,  dated  April 14,  2000,
              issued by the Registrant to MK GVD Fund.

         4.2  $250,000  Subordinated  Promissory  Note,  dated  April 28,  2000,
              issued by the Registrant to MK GVD Fund.

         4.3  $250,000 Subordinated  Promissory Note, dated May 15, 2000, issued
              by the Registrant to MK GVD Fund.

         4.4  $150,000 Subordinated  Promissory Note, dated May 31, 2000, issued
              by the Registrant to MK GVD Fund.

         4.5  $200,000 Subordinated  Promissory Note, dated June 15, 2000 issued
              by the Registrant to MK GVD Fund.

         4.6  $200,000 Subordinated  Promissory Note, dated June 30, 2000 issued
              by the Registrant to MK GVD Fund.

         4.7  $2,616,689  Subordinated  Promissory  Note,  dated  June 30,  2000
              issued by the Registrant to MK GVD Fund.

         27.1 Financial Data Schedule.

                  (b) No  reports on Form 8-K were filed by us during the fiscal
quarter ended march 31, 2000.


                                       23
<PAGE>


                                   SIGNATURES

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

Date:  August 11, 2000           HyperMedia Communications, Inc.

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

                                       24