<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

(Mark One)
   [X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the Quarterly Period ended September 30, 1999

                                      or

   [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from ________________ to __________________

                         Commission File No. 000-27003
                         -----------------------------

                              HeadHunter.NET, Inc.
             (Exact name of registrant as specified in its charter)

                  Georgia                             58-2403177
                  -------                             ----------
      (State or other jurisdiction of                (IRS Employer
       incorporation or organization)            Identification Number)

                6410 Atlantic Blvd. Ste. 160, Norcross, GA 30071
                    (Address of principal executive offices)


                                  770/300-9272
                                  ------------
              (Registrant's telephone number, including area code)

         Indicate by check X whether the registrant: (1) has filed all reports
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  [ ]          No [X]

The number of outstanding shares of the registrant's Common Stock on November
9, 1999 was 10,777,833.

===============================================================================


<PAGE>   2

PART I             FINANCIAL INFORMATION

<TABLE>

<S>                        <C>
         ITEM 1.           FINANCIAL STATEMENTS.

                           Condensed Balance Sheets as of September 30, 1999
                           And December 31, 1998

                           Condensed Statements of Operations for the
                           Three Month and Nine Month Periods ended September 30, 1999
                           And 1998

                           Condensed Statements of Cash Flows for the Nine
                           Month Periods ended September 30, 1999 and 1998

                           Condensed Notes to Financial Statements

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

         ITEM 3            Quantitative and Qualitative Disclosures About Market Risk


PART II           OTHER INFORMATION

         ITEM 1            Legal Proceedings

         ITEM 2            Changes in Securities and Use of Proceeds

         ITEM 3            Defaults upon Senior Securities

         ITEM 4            Submission of Matters to a Vote of Security Holders

         ITEM 5            Other Information

         ITEM 6            Exhibits and Reports on Form 8-K

SIGNATURES
</TABLE>


<PAGE>   3

                                     PART I
                             FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              HEADHUNTER.NET, Inc.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands-except share data)

<TABLE>
<CAPTION>

                                                                                           September 30,       December 31,
                                                                                               1999                1998
                                                                                           -------------       ------------

<S>                                                                                        <C>                 <C>
ASSETS
 CURRENT ASSETS:
      Cash and cash equivalents                                                             $   24,631          $      255
      Accounts receivable, net of allowances of $229 and $37 at
      September 30, 1999 and December 31, 1998, respectively                                     1,486                 297
      Affiliates                                                                                    11                  --
      Prepaid expenses and other                                                                   159                 195
                                                                                            ----------          ----------
           Total current assets                                                                 26,287                 747

PROPERTY AND EQUIPMENT, net                                                                      1,306                 447

GOODWILL AND OTHER INTANGIBLE ASSETS, net of accumulated
      amortization of $375 and $228 at September 30, 1999
      and December 31, 1998, respectively                                                          604                 751
 OTHER ASSETS                                                                                       84                 281
                                                                                            ----------          ----------
           Total assets                                                                     $   28,281          $    2,226
                                                                                            ==========          ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
 CURRENT LIABILITIES:
      Accounts payable                                                                           1,193                 397
      Accrued liabilities                                                                        1,166                 128
      Accrued Interest-Affiliates                                                                   --                 100
      Deferred Revenue                                                                              84                  40
      Customer Deposits                                                                             22                  28
      Short-term borrowings-Affiliates                                                              --               3,500
                                                                                            ----------          ----------
           Total current liabilities                                                             2,465               4,193
                                                                                            ----------          ----------

 COMMITMENTS AND CONTINGENCIES
 SHAREHOLDERS' EQUITY:
    Class A Preferred stock, $.01 par value, 7,500,000 shares
      authorized and no shares issued and outstanding at September 30, 1999 and
      2,800,000 shares authorized, issued and outstanding at December 31, 1998                      --                  28
    Class B Serial preferred stock, $.01 par value; 5,000,000 shares
      authorized and no shares issued and outstanding at September 30, 1999                         --                  --
    Common stock, $.01 par value, 45,500,000 shares authorized and 10,744,500
      issued and outstanding at September 30, 1999 and 50,200,000 shares authorized
      and 2,200,000 shares issued and outstanding at December 31, 1998                             108                  22
    Additional Paid in Capital                                                                  64,424               4,508
    Stock Warrants                                                                                 342                 342
    Deferred Compensation                                                                       (4,560)             (2,345)
    Accumulated Deficit                                                                        (34,498)             (4,522)
                                                                                            ----------          ----------
        Total shareholders' equity                                                              25,816              (1,967)
                                                                                            ----------          ----------
        Total liabilities and shareholders' equity                                          $   28,281          $    2,226
                                                                                            ==========          ==========
</TABLE>



        The accompanying notes are an integral part of these statements


<PAGE>   4


                              HEADHUNTER.NET, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands - except per share data)

<TABLE>
<CAPTION>
                                                                For the Three Months Ended          For the Nine Months Ended
                                                                      September 30,                       September 30,
                                                                --------------------------          -------------------------
                                                                  1999              1998              1999              1998
                                                                --------          --------          --------          --------

<S>                                                             <C>               <C>               <C>               <C>
REVENUES:
     Service Revenue                                            $ 2,554           $    91           $ 4,578           $   167
     Advertising Revenue                                            339               302               728               504
                                                                -------           -------           -------           -------
               Total Revenues                                     2,893               393             5,306               671
                                                                -------           -------           -------           -------
COST OF REVENUES                                                     33                26                94                64
                                                                -------           -------           -------           -------
               Gross profit                                       2,860               367             5,212               607

OPERATING EXPENSES
     Marketing and Selling Expenses                               2,940             1,221             5,819             1,729
     General and Administrative Expenses                          1,156               688             2,363             1,355
     Stock Compensation Expense                                     489                95             5,039               128
     Depreciation and Amortization                                  134                74               333               192
                                                                -------           -------           -------           -------
               Operating loss                                    (1,859)           (1,711)           (8,342)           (2,797)

OTHER INCOME (EXPENSE):                                             107              (166)               66              (158)
                                                                -------           -------           -------           -------
NET LOSS                                                        $(1,752)          $(1,877)          $(8,276)          $(2,955)
                                                                =======           =======           =======           =======
NET LOSS PER SHARE:
  Basic and diluted net loss per share                          $ (0.19)          $ (0.85)          $ (1.05)          $ (1.34)
                                                                =======           =======           =======           =======
  Weighted average common shares outstanding                      9,147             2,200             7,857             2,200
                                                                =======           =======           =======           =======
</TABLE>



        The accompanying notes are an integral part of these statements


<PAGE>   5

                              HEADHUNTER.NET, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                              For the Nine Months Ended
                                                                                                    September 30,
                                                                                            ------------------------------
                                                                                               1999                1998
                                                                                            ----------          ----------
<S>                                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                  $   (8,276)         $   (2,955)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Amortization and depreciation                                                                  333                 192
    Amortization of debt issue costs                                                                --                 136
    Compensation Expense                                                                         5,039                 128
  Changes in working capital:
    Increase in current assets                                                                    (966)               (874)
    Increase in current liabilities                                                              1,772                 963
                                                                                            ----------          ----------
         Net cash used in operating activities                                                  (2,098)             (2,410)
                                                                                            ----------          ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                          (1,047)               (307)
                                                                                            ----------          ----------
         Net cash used in investing activities                                                  (1,047)               (307)
                                                                                            ----------          ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of Convertible
    Class A preferred Stock                                                                        407
  Proceeds from issuance of Common Stock to
    Officers and key employees                                                                     280
  Proceeds from initial public offering of
    Common stock, net of related issuance costs                                                 26,834
  Net borrowings (repayments) debt                                                                                   2,050

                                                                                            ----------          ----------
         Net cash provided by financing activities                                              27,521               2,050
------------------      -------------------                                                 ----------          ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            24,376                (667)
CASH AND CASH EQUIVALENTS, beginning of period                                                     255                 854
                                                                                            ----------          ----------
CASH AND CASH EQUIVALENTS, end of period                                                    $   24,631          $      187
                                                                                            ==========          ==========
</TABLE>



        The accompanying notes are an integral part of these statements


<PAGE>   6

                              HEADHUNTER.NET, INC.
                    CONDENSED NOTES TO FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1999 AND 1998

1.       The accompanying unaudited interim condensed consolidated financial
         statements have been prepared by management of HeadHunter.NET, Inc.
         ("the Company") in accordance with rules and regulations of the
         Securities and Exchange Commission ("SEC"). Accordingly, certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to Article 10 of
         Regulation S-X of the SEC. The accompanying unaudited condensed
         financial statements reflect, in the opinion of management, all
         adjustments necessary to achieve a fair statement of the Company's
         financial position and results for the interim periods presented. All
         such adjustments are of a normal and recurring nature. These condensed
         financial statements should be read in conjunction with the Company's
         Registration Statement on Form S-1 as declared effective by the
         Securities and Exchange Commission on August 19, 1999.

2.       Basic (loss) earnings per common share ("EPS") was computed by
         dividing net (loss) income by the weighted average number of shares of
         common stock outstanding for the period then ended. The effect of the
         Company's stock options (using the treasury stock method) was excluded
         in the computation of diluted EPS for the three and nine months ended
         September 30, 1999 and 1998, as it is anti-dilutive.

3.       On August 24, 1999, the Company completed its initial public offering
         of 3,000,000 shares of common stock at an offering price of $10.00 per
         share. Net proceeds from the offering were approximately $27.0 million
         after deducting underwriters' discounts and commissions and expenses
         of the offering. The Company used a portion of the proceeds to pay off
         all of its long-term debt. The balance of the proceeds will be used
         for working capital and general corporate purposes, including possible
         acquisitions. On September 7, 1999, the underwriters exercised their
         over-allotment option to purchase an additional 450,000 shares at
         $10.00 per share. All of these shares were sold by two selling
         shareholders and the Company did not receive any proceeds as a result
         of the sale.

4.       The Financial Accounting Standards Board has issued Statement No. 133,
         Accounting for Derivative Instruments and Hedging Activities, which
         must be adopted by the year 2000. This statement establishes
         accounting and reporting standards for derivative instruments
         including derivative instruments embedded in other contracts and for
         hedging activities. Adoption of this statement is not expected to have
         a material impact on our financial statements.

         In March 1998, the American Institute of Certified Public Accountants
         issued Statement of Position No. 98-1, Accounting for the Costs of
         Computer Software Developed or Obtained for Internal Use. This
         statement requires capitalization of costs of internal-use software.
         Adoption of this statement is not expected to have a material impact
         on our financial statements.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.


         This Management's Discussion and Analysis of Financial Condition and
         Results of Operations contains "forward-looking statements" within the
         meaning of Section 27A of the Securities Act of 1933 and Section 21E
         of the Securities Exchange Act of 1934. All statements regarding our
         expected financial position and operating results, our business
         strategy and our financing plans are forward-looking statements. These
         statements can sometimes be identified by our use of forward-looking
         words such as "may," "will," "anticipate," "estimate," "expect," or
         "intend." Known and unknown risks, uncertainties and other factors
         could cause our actual results to differ materially from those
         contemplated by these statements. Such risks and uncertainties include
         our ability to retain and grow our subscriber base, our ability to
         successfully integrate new subscribers and/or assets obtained through
         acquisitions, the highly competitive markets in which we operate and
         our ability to respond to technological developments affecting the
         Internet. The Company's S-1 registration statement filed with the
         Securities and Exchange Commission on August 19, 1999, discusses some
         additional important factors that could cause the Company's actual
         results to differ materially from those in such forward-looking
         statements.


<PAGE>   7

OVERVIEW

         We provide a leading online recruiting service to employers,
         recruiters and job seekers via our web site at www.headhunter.net. Our
         web site enables employers and recruiters to advertise job
         opportunities and review resumes and enables job seekers to identify,
         research and evaluate a broad range of job opportunities.

         We derive service revenue primarily from fees paid by employers and
         recruiters to: (1) post job opportunities on our web site; (2) improve
         the placement of a job opportunity by purchasing our upgrade service,
         which elevates the position of a job opportunity in a search result;
         and (3) access recently submitted or reserved resumes. To a lesser
         extent, we earn advertising revenue from the sale of banner
         advertisements on our web site.

         Initially, we charged one flat fee for a combination of our services,
         although we did not charge employers and recruiters to post job
         opportunities on our web site. As a result, revenue was earned
         principally from a combination of upgrade fees and the sale of banner
         advertisements on our web site, with sales of banner advertising
         comprising a more significant percentage of our revenues. We modified
         our pricing structure effective as of August 1, 1998 and began
         offering upgrade services on a per job basis. As a result of this
         pricing change and the growth of our sales force, revenue from upgrade
         fees has continued to grow as a percentage of our total revenues.

         On June 1, 1999, we began to charge employers and recruiters a fee to
         post job opportunities on our web site. Employers and recruiters can
         post job opportunities by paying a flat fee of approximately $20 per
         job opportunity for a 30-day basic listing. Employers and recruiters
         who want to improve the placement of their jobs in a search result in
         order to increase the visibility and exposure of their job opportunity
         can pay increases in $25 increments. We generally provide favorable
         pricing terms to employers and recruiters that post a significant
         number of job opportunities. Job posting fees and upgrade fees will
         account for a substantial majority of our revenues for the foreseeable
         future.

         We implemented our "VIP Resume Reserve" service in April 1999. We hold
         all resumes in our VIP Resume Reserve for seven days before we post
         them for general review on our web site. The reserve also contains
         resumes that job seekers specifically request to remain in the reserve
         instead of being posted for general review. This service allows
         employers and recruiters to pay a quarterly or annual subscription fee
         to access our VIP Resume Reserve.

         We record advance billings prior to the delivery of services or the
         display of an advertisement as deferred revenues and recognize them as
         revenue ratably when the services are provided or the advertisements
         are displayed. At September 30, 1999, we had approximately $84,000 of
         deferred revenues.

         Our costs include:

                  (1)      costs of revenues, consisting of bandwidth access
                           fees, co-location costs and Internet connection
                           charges;

                  (2)      marketing and selling expenses, consisting primarily
                           of salaries and commissions for sales, marketing and
                           customer service personnel, advertising costs and
                           other marketing-related expenses (including
                           strategic relationship and product design costs);

                  (3)      general and administrative expenses, consisting
                           primarily of salaries and related costs for general
                           corporate functions, including finance and
                           accounting personnel, software development and
                           technical personnel, office facilities and fees for
                           professional services; and

                  (4)      depreciation and amortization, including
                           depreciation of computer and other equipment and
                           amortization of goodwill.


<PAGE>   8

         We have recently made significant changes to our pricing policy.
         Accordingly, we have an extremely limited operating history on which
         to base an evaluation of our company. Thus, period-to-period
         comparisons of our operating results are not particularly meaningful,
         and you should not rely on the results for any period as an indication
         of our future performance. We have experienced, and expect to continue
         to experience, seasonality in our user traffic, with lower traffic
         during the summer vacation and year-end holiday periods. Because our
         business model is new, we do not know if our results of operations are
         subject to seasonal fluctuations. We believe that revenue from
         classified advertising and other traditional recruiting services is
         generally lower in the months of July, November and December because
         of vacation periods and holiday seasons. As the online recruiting
         market develops, we believe that we may experience similar seasonal
         patterns or discover other seasonal patterns.

         We have a history of losses and at September 30, 1999, we had an
         accumulated deficit of approximately $34.5 million, which includes a
         one-time non-cash charge of approximately $21.7 million for the
         difference between the fair value and the conversion price of the loan
         and security agreement related to conversion of this instrument from
         debt to equity in January 1999. This was accounted for as a
         distribution to the Class A preferred shareholders and, therefore, an
         increase in net loss attributable to common shareholders. We expect to
         continue to incur losses and negative cash flow for the foreseeable
         future. In addition, to foster our planned growth, we expect to
         continue to significantly increase our operating expenses in the areas
         of marketing, sales and technology.

RESULTS OF OPERATIONS

The following table sets forth the percentage of revenues represented by
certain line items in the Company's consolidated statements of operations for
the periods indicated

<TABLE>
<CAPTION>
                                                              For the three months ended          For the nine months ended
                                                                     September 30,                      September 30,
                                                              --------------------------          --------------------------
                                                                1999              1998              1999              1998
                                                              --------          --------          --------          --------
<S>                                                           <C>               <C>               <C>               <C>
REVENUES:
    Service Revenue                                                88%               23%               86%               25%
    Advertising Revenue                                            12                77                14                75
                                                               ------            ------            ------            ------
               Total Revenues                                     100               100               100               100
                                                               ------            ------            ------            ------
COST OF REVENUES                                                    1                 7                 2                10
                                                               ------            ------            ------            ------
               Gross profit                                        99                93                98                90

OPERATING EXPENSES
    Marketing and Selling Expenses                                102               311               112               258
    General and Administrative Expenses                            40               175                45               202
    Stock Compensation Expense                                     17                24                95                19
    Depreciation and Amortization                                   5                19                 6                29
                                                               ------            ------            ------            ------
               Operating loss                                     (64)             (435)             (157)             (417)

OTHER INCOME (EXPENSE):                                             4               (42)                1               (24)
                                                               ------            ------            ------            ------
NET LOSS                                                          (60)%            (477)%            (156)%            (441)%
                                                               ======            ======            ======            ======
</TABLE>


Three Months Ended September 30, 1999, As Compared to the Three Months Ended
September 30, 1998

         Revenues. Our revenues increased $2.5 million, or 636%, from $393,000
         for the three months ended September 30, 1998 to $2.9 million for the
         three months ended September 30, 1999. Service revenues grew from
         $91,000 to approximately $2.6 million. This increase primarily
         resulted from the pricing change that was implemented on June 1, 1999
         and the growth of our direct sales force from 6 sales people as of
         September 30, 1998 to 48 sales people as of September 30, 1999. As a
         result of this expansion, we grew our customer base to over 5,800
         customers at September 30, 1999 and added four new sales offices
         located in Chicago, Dallas, San Francisco and New York. During the
         same time frame, our advertising revenue grew from $302,000 to
         $339,000. This growth resulted from an increase in traffic to our web
         site over the same quarter last year, which enabled us to sell more
         advertising impressions.


<PAGE>   9

         Costs of revenues. Our costs of revenues increased $7,000, or 27%,
         from $26,000 for the three months ended September 30, 1998 to $33,000
         for the three months ended September 30, 1999. Cost of revenues
         increased primarily due to increased bandwidth access fees,
         co-location costs and Internet connection charges to accommodate the
         growth in user traffic and content on our web site. However, as a
         percentage of our revenue, our costs of revenues decreased from 7% for
         the three months ended September 30, 1998 to 1.1% for the comparable
         period in 1999. The decrease in costs as a percentage of revenues was
         primarily due to economies of scale.

         Marketing and selling expenses. Marketing and selling expenses
         increased $1.7 million, or 141%, from $1.2 million for the three
         months ended September 30, 1998 to $2.9 million for the three months
         ended September 30, 1999. Marketing expenses increased $700,000, or
         70%, from $1 million for the three months ended September 30, 1998 to
         $1.7 million for the three months ended September 30, 1999. This
         increase is primarily the result of aggressive advertising and
         marketing campaigns designed to attract more employers, recruiters and
         job seekers to our web site. Selling expenses increased $1 million, or
         500%, from $200,000 for the three months ended September 30, 1998 to
         $1.2 million for the three months ended September 30, 1999. This
         increase is primarily due to the addition of 42 direct sales personnel
         to our sales force from September 30, 1998 through September 30, 1999,
         sales management and administrative personnel hired to support our
         sales effort, and the addition of four new sales offices located in
         Dallas, Chicago, San Francisco and New York.

         General and administrative expenses. General and administrative
         expenses increased $468,000, or 68%, from $688,000 for the three
         months ended September 30, 1998 to $1.2 million for the three months
         ended September 30, 1999. The increase in these expenses was primarily
         due to the hiring of additional personnel, product development, and
         other infrastructure costs. We expect general and administrative
         expenses to continue to grow as we hire additional personnel and incur
         additional expenses to support the growth of our operations.

         Stock Compensation Expense. Stock compensation expense was $489,000 for
         the three months ended September 30, 1999. In accordance with
         Accounting Principles Board Opinion No. 25, we recognize stock
         compensation expense related to the difference between the option grant
         price and the estimated fair value of the shares of common stock. The
         compensation expense results from options granted beginning in January
         of 1998 through May 1999. The total difference between the grant price
         and the fair market value for the options will be amortized ratably
         over the five year vesting period of the options.

         Depreciation and amortization. Depreciation and amortization increased
         $60,000, or 81%, from $74,000 for the three months ended September 30,
         1998 to $134,000 for the three months ended September 30, 1999. The
         increase in depreciation was primarily the result of the purchase of
         additional capital equipment. The amortization expense remained
         relatively level and relates to the acquisition of software rights of
         approximately $1.0 million from a predecessor company.

Nine Months Ended September 30, 1999, As Compared to the Nine Months Ended
September 30, 1998

         Revenues. Our revenues increased $4.6 million, or 690%, from $671,000
         for the nine months ended September 30, 1998 to $5.3 million for the
         nine months ended September 30, 1999. Service revenues grew from
         $167,000 to approximately $4.6 million. This increase primarily
         resulted from the growth of our direct sales force from 6 sales people
         as of September 30, 1998 to 48 sales people as of September 30, 1999.
         As a result of this expansion, we grew our customer base to over 5,800
         customers at September 30, 1999 and added four new sales offices
         located in Chicago, Dallas, San Francisco and New York. During the
         same time frame, our advertising revenue grew from $504,000 to
         $728,000. This growth resulted from an increase in traffic to our web
         site over the same period last year, which enabled us to sell more
         advertising impressions.


<PAGE>   10

         Costs of revenues. Our costs of revenues increased $30,000, or 47%,
         from $64,000 for the nine months ended September 30, 1998 to $94,000
         for the nine months ended September 30, 1999. Cost of revenues
         increased primarily due to increased bandwidth access fees,
         co-location costs and Internet connection charges to accommodate the
         growth in user traffic and content on our web site. However, as a
         percentage of our revenue, our costs of revenues decreased from 10%
         for the nine months ended September 30, 1998 to 1.8% for the
         comparable period in 1999. The decrease in costs as a percentage of
         revenues was primarily due to economies of scale.

         Marketing and selling expenses. Marketing and selling expenses
         increased $4.1 million, or 237%, from $1.7 million for the nine months
         ended September 30, 1998 to $5.8 million for the nine months ended
         September 30, 1999. Marketing expenses increased $2.0 million, or 143%,
         from $1.4 million for the nine months ended September 30, 1998 to $3.4
         million for the nine months ended September 30, 1999. This increase is
         primarily the result of aggressive advertising and marketing campaigns
         designed to attract more employers, recruiters and job seekers to our
         web site. Selling expenses increased $2.1 million, or 700%, from
         $300,000 for the nine months ended September 30, 1998 to $2.4 million
         for the nine months ended September 30, 1999. This increase is
         primarily due to the addition of 36 direct sales personnel to our sales
         force from September 30, 1998 through September 30, 1999, sales
         management and administrative personnel hired to support our sales
         effort, and the addition of four new sales offices located in Dallas,
         Chicago, San Francisco and New York.

         General and administrative expenses. General and administrative
         expenses increased $1.0 million, or 74%, from $1.4 million for the
         nine months ended September 30, 1998 to $2.4 million for the nine
         months ended September 30, 1999. The increase in these expenses was
         primarily due to the hiring of additional personnel, product
         development, and other infrastructure costs. We expect general and
         administrative expenses to continue to grow as we hire additional
         personnel and incur additional expenses to support the growth of our
         operations.

         Stock Compensation Expense. Stock compensation expense was $5 million
         for the nine months ended September 30, 1999. During the first nine
         months of 1999, we sold 271,167 shares of Class A preferred stock and
         140,000 shares of common stock to a group of ten executive officers,
         key employees and directors at $1.50 per share and $2.00 per share,
         respectively. In accordance with Accounting Principles Board Opinion
         No. 25, we recognized $5.0 million of stock compensation expense
         related to the difference between the purchase price and the estimated
         fair value of the shares of Class A Preferred stock and common stock.
         Further, we recognized $1.2 million of compensation expense in the
         nine months ended September 30, 1999 related to option grants.

         Depreciation and amortization. Depreciation and amortization increased
         $141,000, or 73%, from $192,000 for the nine months ended September
         30, 1998 to $333,000 for the nine months ended September 30, 1999. The
         increase in depreciation was primarily the result of the purchase of
         additional capital equipment. The amortization expense remained
         relatively level and relates to the acquisition of software rights of
         approximately $1.0 million from a predecessor company.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 1999, we had approximately $24.6 million in cash
         and cash equivalents. Net cash used in operating activities was $2.1
         million and $2.4 million for the nine months ended September 30, 1999
         and 1998, respectively. Net cash used in operating activities primarily
         consisted of the net loss for the periods and increases in accounts
         receivable.

         Net cash used in investing activities were for capital expenditures and
         totaled approximately $1 million and $307,000 for the nine months ended
         September 30, 1999 and 1998, respectively. The majority of the capital
         purchases relate to telecommunications and computer equipment to build
         our network infrastructure and office furniture to accommodate our
         increased personnel. We currently have no material commitments for
         capital expenditures other than in the ordinary course of business.


<PAGE>   11



         Net cash provided by financing activities was $27.5 million and $2.1
         million for the nine months ended September 30, 1999 and 1998,
         respectively. The increase relates to net proceeds received from the
         completion of the Company's initial public offering in August 1999.

         We have incurred losses and negative cash flows from operations since
         inception as a result of efforts to build out our network
         infrastructure, increase staffing, and develop our systems. We
         currently estimate that our working capital generated from operations
         and the net proceeds of the offering will be sufficient to meet our
         anticipated operating and capital expenditure needs for at least the
         next 12 months. After this period of time, we may need to seek to
         raise additional funds through borrowings or the issuance of equity or
         debt securities.

         Our ability to grow will depend in part on our ability to expand and
         improve our Internet operations, the effectiveness of our sales and
         marketing efforts, and our customer support capabilities. We may need
         to raise additional funds in order to take advantage of new
         opportunities, to react to unforeseen difficulties or to otherwise
         respond to competitive pressures. If we raise additional funds by
         issuing equity or convertible debt securities, the percentage
         ownership of our existing shareholders will be reduced, shareholders
         may experience additional dilution, and such securities may have
         rights, preferences or privileges senior to those of our common stock.

YEAR 2000 READINESS DISCLOSURE

         The year 2000 issue refers to the potential failures that computer
         systems may incur as a result of the date change from 1999 to 2000,
         such as the inability of such computer systems to properly recognize
         date-sensitive data, resulting in the creation of erroneous information
         or system failure. These problems generally arise from the fact that
         most computer hardware and software has historically used only two
         digits to identify the year in a date, often meaning that the computer
         will recognize a code of "00" as the year 1900 rather than the year
         2000.

         Our business could suffer if the systems on which we depend to conduct
         our operations are not year 2000 ready. Our potential areas of
         exposure include:

         -        information technology, including computers, software and
                  systems that we have developed internally or purchased or
                  licensed from third parties, such as our billing system and
                  accounts receivable system, and software that manages our web
                  site content and usage;
         -        non-information technology, including telephone systems and
                  other equipment that we use internally; and
         -        external, third party systems, particularly the systems that
                  comprise the Internet and those products and services that
                  allow our users to access the Internet.

         If our production and operational systems that support our web site are
         not year 2000 ready by December 31, 1999, our services may become
         unavailable to visitors to our web site. Although we have not
         identified any business activity that we believe will suffer a material
         disruption as a result of a year 2000 related event, we face risks
         related to year 2000 failures, which could increase our liabilities or
         expenses.

         To address our year 2000 issues we have formed a Program Office
         consisting of three members, which has overall responsibility and
         authority for our year 2000 plan and which reports periodically to our
         board of directors about our progress towards achieving year 2000
         readiness.

         Our overall plan to achieve year 2000 readiness includes the following
         phases with respect to our information technology and non-information
         technology systems:

         -        assessment of repair requirements, which includes creating
                  awareness of the issue throughout our company and assessment
                  of all systems, significant business processes and external
                  interfaces and dependencies;
         -        remediation, which includes updating or modifying systems
                  which are identified as critical to our efforts to become
                  year 2000 ready;
         -        testing of systems which have been altered or replaced as
                  part of our efforts to become year 2000 ready; and
         -        contingency planning.


<PAGE>   12

         We have substantially completed our assessment phase, including the
         determination of whether the systems we were reviewing were:

         -        internally developed;
         -        a third party system critical to our operations; or
         -        a non-critical system or piece of software or hardware.

         We believe that we are approximately 85% complete with the remediation
         phase of our plan with respect to our critical internal information
         technology systems, and 70% complete with respect to our non-critical
         information technology systems and non-information technology systems.
         We consider any information technology systems to be "critical" if the
         failure of such system would result in a significant portion of our
         users being unable to access our web site, or prevent us from billing
         customers.

         We have made a substantial start with the testing phase of our year
         2000 plan, but estimate that we are less than 60% complete with all
         testing that we intend to conduct with respect to all of our critical
         information technology and non-information technology systems. We
         currently anticipate that we will complete our testing phase with
         respect to all of our critical information technology and
         non-information technology systems prior to December 15, 1999.

         In addition to our own internal equipment and systems, we are dependent
         upon Internet service providers, providers of telecommunication and
         data services, government agencies, utility companies, and other third
         party service providers over which we can assert little control. If any
         of these entities fail to correct their year 2000 issues, our users may
         be unable to access our web site, and our operations would suffer.
         During the course of our year 2000 plan, we reviewed publicly available
         disclosures and in some cases have requested written certification from
         the third parties who provide hardware and software that comprise our
         critical information technology systems or who operate third party
         systems on which we rely. We are currently evaluating the publicly
         available information and the responses we have received so far and,
         where appropriate, requesting additional information. Approximately 50%
         of all of our third party vendors and providers have indicated that
         their hardware, software or systems are, or will be, year 2000 ready.
         We are currently working with some vendors and providers to further
         evaluate possible year 2000 readiness issues and to determine the
         expected completion dates of their year 2000 readiness plans. If any of
         these critical third party vendors or providers fail to address timely
         any year 2000 issue, we could lose our connection to the Internet, or
         our users could have reduced access to our web site. We cannot assure
         you that the components of our information technology systems provided
         by third parties, or the external third party systems on which we rely,
         will be year 2000 ready in a timely manner.

         We are currently developing and reviewing our contingency plans with
         respect to our critical information technology and non-information
         technology systems. As part of our contingency plans we expect to
         implement redundant systems for our critical information technology
         systems. We do not currently have a contingency plan to deal with what
         we reasonably believe will be our most likely worst case scenario. We
         intend to complete development of our contingency plan by the end of
         November. As noted above, we have not identified any specific business
         activity that we believe will be materially at risk of significant
         year 2000 related disruptions. As we identify specific risks to our
         operations, we plan to develop contingency plans to address such
         risks.

         At September 30, 1999, we had incurred approximately $155,000 in costs
         associated with the year 2000 issue and the implementation of our year
         2000 plan. We expect that we will incur at least $145,000 in
         additional year 2000 expenses. We expense as incurred all costs
         associated with our year 2000 compliance program.

         Our failure to correct a material year 2000 problem could result in an
         interruption in, or a failure of, normal business activities or
         operations. Presently, however, we perceive that our most reasonably
         likely worst case scenario related to the year 2000 is associated with
         potential concerns with third party services or products.


<PAGE>   13

         The estimates and conclusions included in this discussion contain
         forward-looking statements and are based on our management's best
         estimates of future events. Our expectations about risks, future costs
         and the timely completion of our required year 2000 modifications may
         turn out to be incorrect and any variance from these expectations
         could cause actual results to differ materially from our above
         discussion. Factors that could influence risks, amount of future costs
         and the effective timing of remediation efforts include our success in
         identifying and correcting potential year 2000 issues and the ability
         of third parties to address their year 2000 issues. The discussion
         above is a "Year 2000 Readiness Disclosure" as defined in the Year
         2000 Information and Readiness Disclosure Act of 1998, however,
         compliance with this act does not preclude any claims against us that
         arise under the federal securities laws.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

         We believe our exposure to market rate fluctuations on our investments
         is nominal due to the short-term nature of those investments. At
         present, we do not employ any derivative financial instruments, other
         financial instruments or derivative commodity instruments to hedge any
         market risks and we do not currently plan to employ them in the
         future.




                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is not a party to, nor is any of its property subject to,
         any material legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         a)       Not Applicable

         b)       Not Applicable

         c)       Not Applicable

         d)       Our registration statement on Form S-1 (File No. 333-80915)
                  was declared effective on August 19, 1999. We sold 3,000,000
                  shares of our common stock at an initial price of $10.00 per
                  share. The offering was a firm commitment underwriting which
                  was managed by First Union Capital Markets Corp., J.C.
                  Bradford & Co., Wachovia Securities, Inc. and DLJDirect Inc.
                  We received net proceeds of approximately $27.0 million after
                  deducting underwriting discounts, commissions and offering
                  expenses. On September 7, 1999, the underwriters exercised
                  their over-allotment option to purchase an additional 450,000
                  shares of common stock at $10.00 per share. All of these
                  shares were sold by two selling shareholders and the Company
                  did not receive any proceeds as a result of the sale.

                  We used $1.8 million of the net proceeds of the offering to
                  pay all outstanding indebtedness under our credit facility
                  with ITC Service Company, a wholly owned


<PAGE>   14

                  subsidiary of ITC Holding Company, Inc., which owned
                  approximately 49.3% of our outstanding common stock
                  immediately after the offering. We are currently assessing
                  the specific uses and allocations for these remaining funds.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote by our security holders during the
         third quarter ended September 30, 1999.

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a).      Exhibits

                  27.1     Financial Data Schedule (for SEC use only)

                  27.2     Financial Data Schedule for period ended 12/31/98
                           (incorporated by reference from Exhibit 27.1 to our
                           registration statement on Form S-1 (File No.
                           333-80915)).


         b).      Reports on Form 8-K

                           No reports on Form 8-K were filed during the third
                           quarter ended September 30, 1999


<PAGE>   15

                                   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.

                                                   HEADHUNTER.NET, INC.



   Date: November 12, 1999        By:             /s/ Robert M. Montgomery
          ---------------            -------------------------------------
                                               Robert M. Montgomery
                                      President and Chief Executive Officer
                                          (Principal Executive Officer)



   Date: November 12, 1999        By:                   /s/ Mark W. Partin
          ---------------            -------------------------------------
                                                  Mark W. Partin
                                             Chief Financial Officer
                                          (Principal Financial Officer)