<PAGE>

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

                        ---------------------------------

                 [x] Quarterly Report Pursuant to Section 13 or
                     15(d) of the Securities Exchange Act of 1934
                        For the period ended June 30, 1999
                                       Or
            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                         For the transition period from
                          -------------to--------------

                     ---------------------------------------

                         Commission file number 0-13093
                I.R.S. Employer Identification Number 36-3131704

                          HYPERFEED TECHNOLOGIES, INC.
                            (a Delaware Corporation)
                         (Formerly named PC Quote, Inc.)

                                  300 S. Wacker
                             Chicago, Illinois 60606
                            Telephone (312) 913-2800


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past twelve months, (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No ____

State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: 15,000,671 shares of the Company's
common stock ($.001 par value) and 47,866 shares of preferred stock ($.001 par
value) were outstanding as of July 28, 1999.

                                     Page 1

<PAGE>

                                         HYPERFEED TECHNOLOGIES, INC.

                                                     INDEX

<TABLE>
<CAPTION>
                                                                                           PAGE
<S>                                                                                        <C>
PART I.    Financial Information

Item 1.    Consolidated Balance Sheets as of June 30, 1999 and
           December 31, 1998                                                                3

           Consolidated Statements of Operations for the six month periods
           ended June 30, 1999 and 1998                                                     5

           Consolidated Statements of Operations for the three month periods
           ended June 30, 1999 and 1998                                                     6

           Consolidated Statements of Cash Flows for the six month periods
           ended June 30, 1999 and 1998                                                     7

           Notes to Consolidated Financial Statements                                       8

Item 2.    Management's Discussion and Analysis of:

           Results of Operations and Financial Condition                                   13

           Liquidity and Capital Resources                                                 17

PART II.   Other Information

Item 2.    Changes in Securities                                                           21

Item 6.    Exhibits and Reports on Form 8-K                                                23

           Company's Signature Page                                                        24
</TABLE>

                                     Page 2

<PAGE>

HYPERFEED TECHNOLOGIES, INC.
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998

<TABLE>
<CAPTION>
                                                                      June 30,            December 31,
                                        ASSETS                          1999                  1998
                                                                     (Unaudited)           (Audited)
                                                                   --------------         -------------
<S>                                                                <C>                    <C>
Current Assets
  Cash and cash equivalents                                           $ 1,838,561           $ 1,139,785
  Accounts receivable, less allowance for doubtful
    accounts of: 1999: $677,876;1998: $443,037                          2,273,420             1,490,139
  Prepaid license fees, current                                         1,680,000              ---
  Prepaid expenses and other current assets                               593,893               114,011
                                                                   --------------         -------------


TOTAL CURRENT ASSETS                                                    6,385,874             2,743,935
                                                                   --------------         -------------

Property and equipment
  Satellite receiving equipment                                           436,759               525,730
  Computer equipment                                                    3,748,486             4,260,589
  Communication equipment                                               1,072,311             1,254,010
  Furniture and fixtures                                                  245,746               252,050
  Leasehold improvements                                                  402,692               402,692
                                                                   --------------         -------------

                                                                        5,905,994             6,695,071
Less: Accumulated depreciation and amortization                         3,464,353             4,613,526
                                                                   --------------         -------------

                                                                        2,441,641             2,081,545
                                                                   --------------         -------------
Prepaid license fees, net of accumulated
  amortization of $350,000                                              3,850,000               ---
                                                                   --------------         -------------

Software development costs, net of accumulated
  amortization of: 1999: $5,614,089; 1998: $4,442,673                   4,450,717             5,012,971
                                                                   --------------         -------------

Deposits and other assets                                                  98,930               214,916
                                                                   --------------         -------------

TOTAL ASSETS                                                         $ 17,227,162          $ 10,053,367
                                                                   --------------         -------------
                                                                   --------------         -------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                                    Page 3

<PAGE>



HYPERFEED TECHNOLOGIES, INC.
Consolidated Balance Sheets (continued)
June 30, 1999 and December 31, 1998

<TABLE>
<CAPTION>
                                                                                                 June 30,            December 31,
                         LIABILITIES AND STOCKHOLDERS' EQUITY                                      1999                  1998
                                                                                               (Unaudited)            (Audited)
                                                                                             --------------         -------------
<S>                                                                                          <C>                    <C>
Current Liabilities
   Note payable, bank, current                                                                    $ 300,000             $ 300,000
   Accounts payable                                                                               3,245,020             4,138,517
   Accrued expenses                                                                               1,722,089               218,866
   Accrued compensation                                                                             451,987               313,838
   Income taxes payable                                                                                 ---                 3,161
   Unearned revenue, current                                                                      1,952,848             1,241,933
                                                                                             --------------         -------------
TOTAL CURRENT LIABILITIES                                                                         7,671,944             6,216,315
                                                                                             --------------         -------------
   Note payable, bank, noncurrent                                                                   349,634               499,634
   Unearned revenue, noncurrent                                                                      30,200               261,027
   Accrued expenses, noncurrent                                                                     115,739               161,120
   Minority interests                                                                                66,564                   ---
                                                                                             --------------         -------------
TOTAL NONCURRENT LIABILITIES                                                                        562,137               921,781
                                                                                             --------------         -------------
TOTAL LIABILITIES                                                                                 8,234,081             7,138,096
                                                                                             --------------         -------------
Stockholders' Equity
Preferred Stock, $.001 par value; authorized 5,000,000 shares; issued and outstanding:
    Series A 5% convertible: 19,075 shares at June 30, 1999 and December 31, 1998                        19                   19
    Series B 5% convertible: 28,791 shares at June 30, 1999 and December 31, 1998                        29                   29
Common stock, $.001 par value; authorized 50,000,000 shares; issued and outstanding
   14,990,177 shares at June 30,1999 and 14,183,183 shares at December 31, 1998                      14,990               14,183
Additional paid-in capital - Series A 5% convertible preferred stock                              3,086,013            3,086,013
Additional paid-in capital - Series B 5% convertible preferred stock                              4,664,891            4,664,891
Additional paid-in capital - common stock                                                        22,987,933           19,950,981
Additional paid-in capital - convertible subordinated debenture and warrants                      8,630,491            2,750,491
Accumulated deficit                                                                             (30,391,285)         (27,551,336)
                                                                                             --------------         -------------

TOTAL STOCKHOLDERS' EQUITY                                                                        8,993,081             2,915,271
                                                                                             --------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     $ 17,227,162          $ 10,053,367
                                                                                             --------------         -------------
                                                                                             --------------         -------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                                    Page 4

<PAGE>

HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                           For The Six Months Ended
---------------------------------------------------------------- ----------------------- ------------------
                                                                        June 30,                June 30,
                                                                          1999                    1998
                                                                      (Unaudited)             (Unaudited)
---------------------------------------------------------------- ----------------------- ------------------
<S>                                                               <C>                     <C>
REVENUE
   HyperFeed Services                                               $  8,528,508           $  6,360,153
   Internet Services                                                   6,943,801              4,376,152
                                                                     ------------           ------------
TOTAL REVENUE                                                         15,472,309             10,736,305
                                                                     -----------            -----------
DIRECT COST OF SERVICES
   HyperFeed Services                                                  6,591,629              5,034,235
   Internet Services                                                   5,789,124              3,136,570
                                                                     ------------           ------------
TOTAL DIRECT COST OF SERVICES                                         12,380,753              8,170,805
                                                                     -----------            ------------
GROSS MARGIN                                                           3,091,556              2,565,500
                                                                     ------------           ------------
OPERATING EXPENSES
   Sales                                                               1,792,089              2,036,208
   General and administrative                                          2,390,227              1,635,345
   Product and market development                                      1,150,677              1,138,552
   Depreciation and amortization                                         525,635                595,018
                                                                    -------------          -------------
TOTAL OPERATING EXPENSES                                               5,858,628              5,405,123
                                                                    ------------           ------------
LOSS FROM OPERATIONS                                                  (2,767,072)            (2,839,623)
                                                                    ------------           ------------
OTHER INCOME (EXPENSE)
   Interest income                                                        22,584                 11,956
   Interest expense                                                      (28,897)            (1,419,563)
   Loss on sale of minority interest in PCQuote.com, Inc.                (88,386)                   ---
                                                                    --------------         ------------
NET OTHER EXPENSE                                                        (94,699)            (1,407,607)
                                                                    ---------------        ------------
LOSS BEFORE INCOME TAXES AND MINORITY INTEREST                        (2,861,771)            (4,247,230)
INCOME TAXES                                                                 ---                   ---
                                                                    ---------------        ------------
LOSS BEFORE MINORITY INTEREST                                         (2,861,771)            (4,247,230)
   Minority interest in loss                                              21,822                   ---
                                                                    ---------------        ------------
NET LOSS                                                            ($ 2,839,949)          ($ 4,247,230)
                                                                    ---------------        ------------
                                                                    ---------------        ------------
Basic net loss per share                                               ($0.19)                ($0.34)
Diluted net loss per share                                             ($0.19)                ($0.34)

Weighted-average common shares outstanding                            14,588,890             12,615,262
---------------------------------------------------------------- ----------------------- ----------------
</TABLE>

See Notes to Consolidated Financial Statements.


                                                    Page 5

<PAGE>

HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                          For The Three Months Ended
---------------------------------------------------------------- ----------------------- ------------------
                                                                        June 30,                June 30,
                                                                          1999                    1998
                                                                      (Unaudited)             (Unaudited)
---------------------------------------------------------------- ----------------------- ------------------
<S>                                                               <C>                     <C>
REVENUE
   HyperFeed Services                                                $  4,366,871           $  3,272,867
   Internet Services                                                    3,685,160              2,478,244
                                                                     ------------           ------------
TOTAL REVENUE                                                           8,052,031              5,751,111
                                                                     ------------           ------------
DIRECT COST OF SERVICES
   HyperFeed Services                                                   3,490,024              2,560,306
   Internet Services                                                    3,519,250              1,569,423
                                                                     ------------           ------------
TOTAL DIRECT COST OF SERVICES                                           7,009,274              4,129,729
                                                                     ------------           ------------
GROSS MARGIN                                                            1,042,757              1,621,382
                                                                     ------------           ------------
OPERATING EXPENSES
   Sales                                                                  911,251              1,088,996
   General and administrative                                           1,340,540                908,705
   Product and market development                                         556,912                631,559
   Depreciation and amortization                                          282,805                306,634
                                                                     -------------          -------------
TOTAL OPERATING EXPENSES                                                3,091,508              2,935,894
                                                                     ------------           ------------
LOSS FROM OPERATIONS                                                   (2,048,751)            (1,314,512)
                                                                     ------------           ------------
OTHER INCOME (EXPENSE)
   Interest income                                                         15,072                  4,294
   Interest expense                                                       (13,905)            (1,055,524)
   Loss on sale of minority interest in PCQuote.com, Inc.                 (88,386)                   ---
                                                                     ------------           ------------
NET OTHER (EXPENSE)                                                       (87,219)            (1,051,230)
                                                                     ------------           ------------
LOSS BEFORE INCOME TAXES AND MINORITY INTEREST                         (2,135,970)            (2,365,742)
INCOME TAXES                                                                  ---                    ---
                                                                     ------------           -------------
LOSS BEFORE MINORITY INTEREST                                          (2,135,970)            (2,365,742)
   Minority interest in loss                                               21,822                     ---
                                                                     ------------           -------------
NET LOSS                                                             ($ 2,114,148)          ($ 2,365,742)
                                                                     ------------           -------------
                                                                     ------------           -------------
Basic net loss per share                                                 ($0.14)                ($0.19)
Diluted net loss per share                                               ($0.14)                ($0.19)

Weighted-average common shares outstanding                             14,796,041             12,749,435
-----------------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                                    Page 6

<PAGE>

HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                              For The Six Months Ended
                                                                                         -----------------------------------
                                                                                             June 30,            June 30,
                                                                                               1999                1998
                                                                                           (Unaudited)          (Unaudited)
                                                                                         --------------        -------------
<S>                                                                                         <C>                  <C>
Cash Flows From Operating Activities:
  Net loss                                                                                  ($2,839,949)         ($4,247,230)
Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization of property and equipment                                       525,635              595,018
  Provision for doubtful accounts                                                               430,000              209,000
  Amortization of software development costs                                                  1,171,417              977,000
  Amortization of deferred discount on convertible
    subordinated debenture                                                                          ---            1,096,402
  Amortization of value assigned to common stock warrant
    issued in lieu of cash license fees                                                         350,000                  ---
  Common stock issued in lieu of cash compensation                                               39,886               59,681
  Minority interest in loss                                                                     (21,822)                  ---
  Loss on sale of minority interest in PCQuote.com, Inc.                                         88,386                   ---
  Changes in assets and liabilities:
    Accounts receivable                                                                      (1,213,281)            (598,369)
    Prepaid expenses and other current assets                                                  (479,882)             (72,357)
    Deposits and other assets                                                                   115,986               38,213
    Accounts payable                                                                           (893,497)           1,117,931
    Accrued expenses                                                                          1,595,991              (61,987)
    Accrued income taxes payable                                                                 (3,161)              (5,192)
    Unearned revenue                                                                            480,088              373,555
                                                                                         --------------        -------------

NET CASH USED IN OPERATING ACTIVITIES                                                          (654,203)            (518,335)
                                                                                         --------------        -------------
Cash Flows From Investing Activities:
  Purchase of property and equipment                                                           (885,731)            (412,115)
  Software development costs capitalized                                                       (609,163)            (967,112)
                                                                                         --------------        -------------

NET CASH USED IN INVESTING ACTIVITIES                                                        (1,494,894)          (1,379,227)
                                                                                         --------------        -------------
Cash Flows From Financing Activities:
  Proceeds from issuance of common stock                                                      2,997,873            3,951,727
  Purchase and retirement of common stock                                                           ---           (2,988,949)
  Principal payments on note payable, bank                                                     (150,000)            (150,000)
                                                                                         --------------        -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                     2,847,873              812,778
                                                                                         --------------        -------------

Net increase (decrease) in cash and cash equivalents                                            698,776           (1,084,784)
Cash and cash equivalents:
  Beginning of the period                                                                     1,139,785            1,113,130
                                                                                         --------------        -------------

  End of the period                                                                          $1,838,561          $    28,346
                                                                                         --------------        -------------
                                                                                         --------------        -------------
</TABLE>
See Notes to Consolidated Financial Statements.


                                     Page 7

<PAGE>

HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

PRINCIPLES OF CONSOLIDATION: The accompanying interim consolidated financial
statements include the accounts of HyperFeed Technologies, Inc. (the
"Company", formerly PC Quote, Inc.) and its subsidiary, PCQuote.com, Inc.,
and have been prepared in accordance with generally accepted accounting
principles for interim financial information and in conjunction with the
rules and regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
The interim consolidated financial statements include all adjustments,
including the elimination of all significant intercompany transactions in
consolidation, which, in the opinion of management, are necessary in order to
make the financial statements not misleading. The amounts indicated as
"audited" have been extracted from the Company's December 31, 1998 annual
report. For further information, refer to the financial statements and
footnotes included in PC Quote's annual report on Form 10-K for the year
ended December 31, 1998.

SOFTWARE DEVELOPMENT COSTS: The Company's continuing investment in software
development consists primarily of enhancements to its existing Windows-based
private network and Internet services, development of new data analysis
software and programmer tools designed to afford easy access to its data-feed
for data retrieval and analysis purposes, and application of new technology
to increase the data volume and delivery speed of its distribution system and
network.

Costs associated with the planning and design phase of software development,
including coding and testing activities necessary to establish technological
feasibility of computer software products to be licensed or otherwise
marketed, are charged to research and development as incurred. Once
technological feasibility has been determined, costs incurred in the
construction phase of software development including coding, testing, and
product quality assurance are capitalized.

Amortization commences at the time of capitalization or, in the case of a new
service offering, at the time the service becomes available for use.
Unamortized capitalized costs determined to be in excess of the net
realizable value of the product are expensed at the date of such
determination. The accumulated amortization and related software development
costs are removed from the respective accounts in the year following full
amortization.

HyperFeed Technologies, Inc.'s policy is to amortize capitalized software
costs by the greater of (a) the ratio that current gross revenue for a
product bear to the total of current and anticipated future gross revenue for
that product or (b) the straight line method over the remaining estimated
economic life of the product including the period being reported on,
principally three to five years. The Company assesses the recoverability of
its software development costs against estimated future undiscounted cash
flows. Given the highly competitive environment and technological changes, it
is reasonably possible that those estimates of anticipated future gross
revenue, the remaining estimated economic life of the product, or both may be
reduced significantly.

In March 1998 the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1 is effective for
financial statements for fiscal years beginning after December 15, 1998. The
SOP provides guidance on accounting for the costs of computer software
developed or obtained for internal use and provides guidance for determining
whether computer software is for internal use. The Company adopted the
provisions of SOP 98-1 effective January 1, 1999.

FINANCIAL INSTRUMENTS: The Company has no financial instruments for which the
carrying value materially differs from fair value.

                                     Page 8

<PAGE>

HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES: Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their
tax bases. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.

REVENUE RECOGNITION: The Company principally derives its revenue from service
contracts for the provision of market data only ("HyperFeed license fees"),
service contracts for the provision of market data together with analytical
software ("PC Quote 6.0 license fees"), and the sale of advertising on its
web-site www.pcquote.com. Revenue from service contracts is recognized using
the percentage-of-completion method, ratably over the contract term as the
contracted services are rendered. Revenue from the sale of advertising is
recognized as the advertising is displayed on the web-site. HyperFeed license
fees and PC Quote 6.0 license fees for satellite and landline services are
generally billed one month in advance with 30-day payment terms. License fees
for PC Quote 6.0 on the Internet are generally paid by credit card within
five days prior to the month of service. These and other payments received
prior to services being rendered are classified as unearned revenue on the
balance sheet. Revenue and the related receivable for advance billings are
not reflected in the financial statements. Customers' deposits on service
contracts are classified as either current unearned revenue, if the contract
expires in one year or less, or non-current unearned revenue, if the contract
expiration date is greater than one year.

The Company adopted the provisions of Statement of Position 97-2, "Software
Revenue Recognition," on January 1, 1998. SOP 97-2 specifies the following
four criteria that must be met prior to recognizing revenue: (1) persuasive
evidence of the existence of an arrangement, (2) delivery, (3) fixed or
determinable fee, and (4) probable collection. In addition, revenue earned on
software arrangements involving multiple elements is allocated to each
element based on the relative fair value of the elements. When applicable,
revenue allocated to the Company's software products (including specified
upgrades/enhancements) is recognized upon delivery of the products. Revenue
allocated to post contract customer support is recognized ratably over the
term of the support and revenue allocated to service elements (such as
training and installation) is recognized as the services are performed.

(2) RECLASSIFICATIONS

The statement of operations has been modified to enhance information to the
stockholder. The 1998 statements of operations and cash flows have been
reclassified to conform to the 1999 presentation.

(3) INCOME TAXES

At December 31, 1998, the Company had federal income tax net operating loss
carryforwards of approximately $26,005,000 for federal income tax purposes
and approximately $24,843,000 for the alternative minimum tax. Approximately
$1,058,000 of these net operating losses relate to the exercise of incentive
employee stock options and will be credited directly to stockholders' equity
when realized. The Company also had research and development credits of
$106,000 which will expire in years 2010 to 2011 if not previously utilized.
The future utilization of these net operating losses and research and
development credits will be limited due to changes in Company ownership. The
net operating loss carryforwards will expire, if not previously utilized, as
follows: 1999: $546,000; 2000: $1,370,000; 2001: $1,539,000; 2002: $560,000;
2003: $79,000; 2004: $576,000; 2005: $1,557,000 and thereafter $19,778,000.

                                     Page 9
<PAGE>

HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) TRANSACTIONS WITH AFFILIATES

On January 23, 1998, the Company completed a rights offering that entitled
stockholders of record as of November 21, 1997 to purchase one additional
share of common stock for each right at a price of $1.00 per share. The
Company received approximately $3.0 million in gross proceeds from the sale
of shares underlying exercised rights. Pursuant to the Stock and Warrant
Purchase Agreement dated October 15, 1997 (the "Purchase Agreement"), between
PC Quote and Imprimis Investors LLC and Wexford Spectrum Investors LLC
(collectively, the "Wexford Affiliates"), the entire proceeds were used to
fulfill the Company's obligation to repurchase shares from the Wexford
Affiliates.

During the second quarter of 1998, the Wexford Affiliates exercised 143,300
warrants, previously acquired pursuant to the Purchase Agreement, and
purchased 143,300 shares of Common Stock of the Company for $286,600.

In February 1999, the Wexford Affiliates exercised 267,200 warrants,
previously acquired pursuant to the Purchase Agreement, and purchased 267,200
shares of Common Stock for $534,400.

On May 19, 1998, PICO Holdings, Inc. exercised a portion of its warrant,
acquired in connection with a May 1997 financing transaction with the
Company, and purchased 320,000 shares of Common Stock of the Company for
$500,000.

(5) FINANCING AND EQUITY TRANSACTIONS

On April 19, 1999, a third-party investor exercised its warrant, acquired in
connection with a December 1998 private placement, and acquired 80,000 shares
of the Company's common stock in exchange for $150,000.

On April 22, 1999, the Company entered into Stock Purchase Agreements with
four third-party investors. On April 23, 1999, the investors purchased
190,476 shares of common stock in exchange for $1,999,998. The investors
acquired the common stock for investment purposes.

On June 11, 1999, a third-party investor exercised its warrant, acquired in
connection with a December 1998 private placement, and acquired 120,000
shares of the Company's common stock in exchange for $225,000.

On June 16, 1999, the stockholders of the Company approved the 1999 Combined
Incentive and Non-statutory Stock Option Plan, previously approved by the
Company's Board of Directors in March 1999. There are 4,000,000 shares
reserved for issuance under this Plan. The plan terminates in March 2009,
unless terminated sooner by the Company's Board of Directors. The plan
authorizes the award of options and restricted stock purchase rights. The
plan will be administered by the Company's Board of Directors or a committee
appointed by the Company's Board of Directors. The administrator has the
authority to interpret the plan, grant awards and make all other
determinations necessary to administer the plan. Stock options are
exercisable for a period not to exceed ten years from the date of the grant
and, to the extent determined at the time of grant, may be paid for in cash
or by a reduction in the number of shares issuable upon exercise of the
option.

                                     Page 10
<PAGE>

HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 1998, the Company segregated its Internet related services into a
separate business unit within the Company. The Company is transferring its
Internet-related services to PCQuote.com, Inc., which was incorporated in
March 1999 as a wholly-owned subsidiary.

On April 12, 1999, PCQuote.com, Inc. entered into a 3 1/2 year agreement with
CNNFN. Under the limited exclusive licensing agreement, CNNFN granted
PCQuote.com a license to display on PCQuote.com's web sites certain headlines
from CNNFN original stories published on the CNNFN Web site at cnnfn.com. In
connection with the agreement, PCQuote.com issued to CNNFN a warrant to
acquire 515,790 shares (after giving effect to the 9,800-for-one stock split
approved by PCQuote.com's Board of Directors) of common stock, representing a
five percent interest in the common stock of PCQuote.com outstanding prior to
its planned initial public offering. On June 9, 1999, PCQuote.com filed a
registration statement with the Securities and Exchange Commission relating
to a planned initial public offering of 7,750,000 shares of its common stock.
The planned common stock offering consists of 5,800,000 shares to be issued
by PCQuote.com and 1,950,000 shares to be sold by the Company. The Company
estimated that the warrant had a fair value of $5.88 million. The fair value
was recorded as additional paid in capital and current and non-current
prepaid license fees, which will be amortized over the term of the agreement.
The warrant vests 25% upon execution of the agreement with an additional 25%
vested on each of the three succeeding anniversary dates after execution, and
has an aggregate exercise price of $.52.

On April 29, 1999, CNNFN exercised the vested portion of its warrant and
acquired 128,948 shares of common stock. The minority interest owned by CNNFN
as of and for the six months ended June 30, 1999 has been included in the
accompanying consolidated financial statements.

PCQuote.com adopted its 1999 Combined Incentive and Non-statutory Stock
Option Plan in May 1999. There are 1,538,600 shares of common stock reserved
for issuance under this plan. The plan terminates in September 2009, unless
terminated sooner by PCQuote.com's Board of Directors. The plan authorizes
the award of options and restricted stock purchase rights. The plan will be
administered by PCQuote.com's Board of Directors or a committee appointed by
PCQuote.com's Board of Directors. The administrator has the authority to
interpret the plan, grant awards and make all other determinations necessary
to administer the plan. Stock options are exercisable for a period not to
exceed ten years from the date of the grant and, to the extent determined at
the time of grant, may be paid for in cash or by a reduction in the number of
shares issuable upon exercise of the option.

On June 4, 1999, PCQuote.com amended its articles of incorporation to
increase its authorized common stock to 74,000,000 shares and authorized
1,000,000 shares of $.01 par value preferred stock for future issuance. On
June 8, 1999, the Board of Directors approved a 9,800-for-one stock split of
PCQuote.com's outstanding common stock.

                                     Page 11

<PAGE>

HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) COMMITMENTS AND CONTINGENCIES

In connection with the formation and transfer of its Internet business to its
subsidiary, PCQuote.com, on May 28, 1999, the Company and Townsend Analytics,
Ltd. ("Townsend") entered into an agreement to terminate their Software
Distributor Agreement dated December 4, 1995. Pursuant to the terms of the
termination agreement, the Company is obligated to pay Townsend one million
dollars within ninety days after execution of the agreement. The Company and
PCQuote.com subsequently entered into separate new license agreements with
Townsend Analytics for the right to use the LAN and Internet versions,
respectively, of the software application which is marketed as PCQuote 6.0
RealTick. The new agreements replaced the prior agreement between Townsend
Analytics and the Company. The initial term of the agreements ends December
4, 2000. Pursuant to the terms of the new agreements, the Company and
PCQuote.com are each required to pay a minimum royalty to Townsend of
$220,000 per month and a cumulative minimum royalty of $5,000,000 each over
the initial term of the agreements. Under the terms of its new agreement with
Townsend, the Company guarantees the obligation of its subsidiary,
PCQuote.com, and receives a credit towards its minimum commitment obligations
to the extent that PCQuote.com's actual royalty payments exceed its minimum
commitments.

The Company is a party to various legal proceedings incidental to its
business operations, none of which is expected to have a material effect on
the financial condition or results of operations of the Company.



                                     Page 12

<PAGE>



                                 PART I. ITEM 2


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


INTRODUCTION - SAFE HARBOR DISCLOSURE

The following discussion and analysis contains historical information. It
also contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995,
particularly in reference to statements regarding our expectations, plans and
objectives. You can generally identify forward-looking statements by the use
of the words "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," or "continue," or similar language. Forward-looking statements
involve substantial risks and uncertainties. You should give careful
consideration to cautionary statements made in this discussion and analysis.
We base our statements on our current expectations. Forward-looking
statements may be impacted by a number of factors, risks and uncertainties
that could cause actual results to differ materially from those described in
the forward-looking statements. Our filings with the Securities and Exchange
Commission identify factors that could cause material differences. Among
these factors are our ability to:

       (i)    fund our current and future business strategies as a going-concern
              either through continuing operations or external financing;
       (ii)   attract and retain key employees;
       (iii)  compete successfully against competitive products and services;
       (iv)   maintain relationships with key suppliers and providers of
              market data; and
       (v)    respond to the effect of economic and business conditions
              generally.

RECENT BUSINESS DEVELOPMENTS

PC QUOTE CHANGES NAME TO HYPERFEED TECHNOLOGIES

On June 16, 1999, at their annual meeting, shareholders of PC Quote, Inc.
considered, voted on, and approved the proposal to change the corporate name
to HyperFeed Technologies, Inc. As previously reported, the reason for the
name change was to further differentiate HyperFeed and its subsidiary,
PCQuote.com, Inc., and eliminate potential confusion in the marketplace.

HYPERFEED INCORPORATES SUBSIDIARY PCQUOTE.COM, INC.

In December 1998, the Company segregated its Internet related services into
a separate business unit within the Company. HyperFeed is transferring its
Internet-related services to PCQuote.com, Inc., which was incorporated in
March 1999 as a wholly-owned subsidiary. Management believes that formally
separating the two entities will permit the parent and subsidiary to focus on
their relative strengths. In management's opinion, the separation will permit
each entity to better (i) attract and retain key employees by relating
compensation to relevant business performance, (ii) enter into strategic
relationships with business partners, and (iii) permit each entity to pursue
its own financing avenues.


                                     Page 13

<PAGE>

PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)

PCQUOTE.COM FILES FOR INITIAL PUBLIC OFFERING

On June 9, 1999, PCQuote.com filed a registration statement with the
Securities and Exchange Commission relating to a planned initial public
offering of 7,750,000 shares of its common stock. The planned common stock
offering consists of 5,800,000 shares to be issued by PCQuote.com and
1,950,000 shares to be sold by HyperFeed. The initial filing range of the
public offering price for the common stock was between $12.00 and $14.00 per
share.

In contemplation of the planned initial public offering, HyperFeed and our
subsidiary, PCQuote.com, will enter into agreements, effective March 31, 1999,
governing interim and ongoing relationships, including a Contribution and
Separation Agreement, Maintenance Agreement, DataFeed License Agreement,
Services Agreement, Non-Competition Agreement, Registration Rights Agreement
and Tax Indemnification and Allocation Agreement. Under the Contribution and
Separation Agreement, HyperFeed would transfer assets related to its Internet
operations to PCQuote.com and PCQuote.com would assume the liabilities
related to those Internet operations. Under the Services Agreement, HyperFeed
will perform transitional services for, and provide office space to
PCQuote.com for $213,500 per month through September 1999, $163,500 per month
thereafter through December 1999, $138,500 per month thereafter through March
2000 and $113,500 per month thereafter through June 30, 2000. Under the
Maintenance Agreement, PCQuote.com will receive software features, upgrades
and enhancements to PCQuote Orbit and will pay HyperFeed 3% of gross revenues
obtained from use or sublicensing of PCQuote Orbit. Under the Data Feed
Agreement, PCQuote.com will be entitled to use HyperFeed 2000 for a monthly
fee based on the number of users and quotes accessed.

HYPERFEED 2000 NOW AVAILABLE FOR OMEGA RESEARCH PRODUCTS

On March 22, 1999, we announced the culmination of our previously announced
agreement with Omega Research, Inc. (NASDAQ: OMGA). Omega Research's new
2000i series of software products is now fully compatible with HyperFeed
2000, our recently released premier datafeed. The products are available for
delivery via broadcast and Internet. Our datafeed is now available for some
of the most popular high-end trading software on the market. Omega Research
software users can subscribe to HyperFeed 2000 online at www.pcquote.com.

HYPERFEED 2000

 In March 1999, we released HyperFeed 2000, the next generation in market
data technology. Combining advanced IP Multicast technologies with a new
proprietary compression technique, HyperFeed 2000 boasts the flexibility and
expandability to consistently deliver massive volumes of market data in true
real-time. Our proprietary compression technology actually reduces bandwidth
consumption allowing HyperFeed 2000 recipients to enjoy the benefits of the
full T-1 HyperFeed with over 350,000 equity, option and commodity issues,
including full option chains, at a fraction of the current communications
cost. Our product introduction came at a time when an increasing number of
data vendors were faced with imminent threats to their capacity and bandwidth
capabilities. We are committed to delivering execution-quality, complete,
real-time market data faster, more reliably, and cost-effectively than our
competition.


                                     Page 14


<PAGE>


PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)


RESULTS OF OPERATIONS:
FOR THE SIX MONTHS AND QUARTER ENDED JUNE 30, 1999

Total revenue increased 44.1% to $15.5 million for the six months ended June
30, 1999, and 40.0% to $8.1 million for the quarter ended June 30, 1999
versus the comparable prior year periods. Our HyperFeed services and Internet
services both posted increases for the first six months of 1999 over 1998 and
for the quarter ended June 30, 1999 over 1998. For the first six months of
1999, HyperFeed service revenue increased $2.2 million, or 34.1%, from $6.3
million in same period in 1998 to $8.5 million in 1999. For the quarter ended
June 30, 1999, HyperFeed service revenue increased $1.1 million, or 33.4%,
from $3.3 million in 1998 to $4.4 million in 1999. Revenue growth was
experienced through increases in PC Quote 6.0 subscriptions and datafeed
sales. Revenue from our Internet services increased $2.5 million, or 58.7%,
to $6.9 million for the first six months of 1999 from $4.4 million for the
same period in 1998. For the second quarter in 1999, revenue from Internet
services increased $1.2 million, or 48.7%, from $2.5 million in 1998 to $3.7
million in 1999. The increase is directly attributable to the growth in the
number of subscribers to our PC Quote 6.0 Internet service offering.

Direct costs of services increased 51.5% to $12.4 million for the six months
ended June 30, 1999 from $8.2 million for the comparable 1998 period, and
increased 69.7% to $7.0 million for the quarter ended June 30,1999 as
compared to $4.1 million for the comparable 1998 period. Principal components
of the increase were royalties and payments to providers of market data,
directly attributable to the growth in subscribers to both of our PC Quote
6.0 services, Internet and HyperFeed, in addition to a one-time $1.0 million
charge incurred in connection with the termination of our software
distributor agreement with Townsend Analytics and entering into two separate
new agreements between Townsend and ourselves and our subsidiary,
PCQuote.com. Amortization of software development costs increased for the six
months from $977,000 in 1998 to $1,171,000 in 1999. Also included in direct
costs for the quarter and six months ended June 30, 1999 is a non-cash charge
of $350,000 for amortization of prepaid license fees as a result of the value
assigned to the warrant issued to CNNFN in exchange for the 3 1/2 year
license agreement with PCQuote.com.

Direct costs associated with HyperFeed services increased from $5.0 million
for the six months ended June 30, 1998 to $6.6 million for the first six
months of 1999, a 30.9% increase. For the quarter ended June 30, 1999, direct
costs associated with HyperFeed services were $3.5 million, a 36.3% increase
from $2.6 million in the same period of 1998. Increases in license and
exchange fees, including $500,000 of the $1.0 million termination payment,
and data-feed operations were offset to a degree by cost-savings related to
leased equipment and personnel costs effected in customer service and
support. Amortization of software development costs increased 7.7% to
$630,000 for the first six months of 1999 from $585,000 for the same period
in 1998. For the quarter ended June 30, 1999, amortization of software
development costs increased 19.7% to $328,000, from $274,000 in the second
quarter of 1998. For the first six months of 1999, resulting gross margin
increased 46.1% to $1.9 million in 1999 from $1.3 million in 1998. For the
quarter ended June 30, 1999, the resulting gross margin for HyperFeed
services was $877,000, an increase of 23.1% from $713,000 in the second
quarter of 1998.

                                     Page 15



<PAGE>


PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)


Direct costs associated with Internet services increased to $5.8 million for
the first six months of 1999 from $3.1 million in the comparable 1998 period,
an 84.6% increase. For the quarter ended June 30, 1999, direct costs
associated with Internet services were $3.5 million, a 124.2% increase from
$1.6 million in the same period of 1998. The significant growth we
experienced caused us to incur increases in license and exchange fees and
data acquisition and distribution costs. Also contributing to the increase
was $500,000 of the $1.0 million termination charge. Software amortization
increased 38.3% for the first six months to $542,000 in 1999 from $392,000 in
1998, as a result of the increase in development resources directed to this
portion of our business. Software amortization increased for the second
quarter from $183,000 in 1998 to $273,000 in 1999. The gross margin on
Internet services was unchanged at $1.2 million for the first six months of
1998 and 1999. Internet services gross margin decreased from $909,000 in the
second quarter of 1998 to $166,000 for the same period in 1999.

Total operating expenses increased 8.4% to $5.9 million for the six months
ended June 30, 1999 from $5.4 million for the comparable 1998 period, and
increased 5.3% to $3.1 million for the quarter ended June 30,1999 as compared
to $2.9 million for the comparable 1998 period.

Sales costs decreased 12.0% to $1.8 million for the first six months of 1999
as compared to $2.0 million for the same 1998 period. For the second quarter
of 1999, sales costs were $911,000, a 16.3% decrease from the prior year period
of $1.1 million. The decrease was the result of a change in our previous
sales incentive compensation structure, in addition to lower sales support
costs.

General and administrative expenses increased 46.2% to $2.4 million in the
first six months of 1999 from $1.6 million for the first six months of 1998.
For the quarter ended June 30, 1999, general and administrative expenses
increased 47.5% to $1.3 million from $909,000 in same period in 1998. The
increase was principally due to additional personnel and related costs required
in support of the increase in business, an increase in the provision for bad
debts, reflective of the higher sales level, increases in professional and
additional management personnel and related costs associated with the
staffing of PCQuote.com as a separate entity.

Product and market development costs increased 1.1% to $1,151,000 for the six
months ended June 30, 1999 from $1,139,000 for the comparable 1998 period,
and decreased 11.8% to $557,000 for the quarter ended June 30,1999 as compared
to $632,000 for the comparable 1998 period. The increase was due to an
increase in the number of development personnel and related costs, in
addition to an increase in promotional activities. The decrease for the
quarter is due to lower market development expenditures as compared to the
prior year.

Depreciation and amortization decreased 11.7% to $526,000 for the first six
months of 1999 from $595,000 for the comparable 1998 period, and decreased
7.8% to $283,000 in the second quarter of 1999 from $307,000 for the
comparable 1998 period. The decrease is a result of a combination of lower
overall equipment purchases in recent years and lower prices for equipment
additions.

Interest expense was $29,000 for the first six months of 1999 or $1.4 million
less than the first six months of 1998. For the second quarter of 1999,
interest expense was $14,000 compared to $1.1 million in the same period of
1998. The decrease is the result of the conversion of the convertible
subordinated debenture and borrowings on the credit facility into equity in
December 1998. With the debt conversion the only debt on which interest is
due is on our bank term loan.



                                     Page 16


<PAGE>



PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)


LIQUIDITY AND CAPITAL RESOURCES:
FOR THE SIX MONTHS AND QUARTER ENDED JUNE 30, 1999

Net cash and cash equivalents increased $699,000 from year-end 1998 to
$1,839,000 at the end of the second quarter of 1999. Prepaid expenses and
other current assets increased $480,000 for the six months ended June 30, 1999
compared to $72,000 for the same period of 1998. The principal reason for
this increase was expenditures relating to our planned stock offering in our
subsidiary, PCQuote.com, Inc. Expenditures for new equipment were $886,000,
an increase of $474,000, or 115%, from $412,000 for the same period in 1998.
The increase in expenditures was to support the growth in our business, as
well as improve our communications and ticker processing infrastructure.
Capitalized software costs of $609,000 were $358,000, or 37%, lower for the
six months ended June 30, 1999, compared to the same period for 1998,
principally as a result of lower development costs associated with
capitalized projects. There were no new direct borrowings during the six
months, and the Company repaid $150,000 of the principal balance on the bank
term loan. The Company received approximately $3.0 million in net proceeds
from (i) the sale of common stock to four third-party investors in a private
placement, (ii) the purchase of common stock by two third-party investors
through exercise of previously issued warrants, (iii) the sale of shares of
common stock to employees pursuant to the Company's Employee Stock Purchase
Plan and (iv) the sale of shares of common stock to employees who exercised
options previously granted to them under the Company's Employee Incentive
Stock Option Plan.

Total revenue for the first six months of 1999 increased 44% to $15.5 million
versus $10.7 million for the 1998 period, while direct costs of services
increased 51.5% to $12.4 million versus $8.2 million in 1998. The resulting
gross margin increased 20.5% from $2.6 million for the first six months of
1998 to $3.1 million for the first six months of 1999. The increase in
revenue was due to the growth in subscriptions to our PC Quote 6.0 services,
both HyperFeed and Internet, as well as an increase in datafeed sales. This
together with operating cost containment contributed to our gross margin
improvement. Although cash flows have improved, they are still negative and
insufficient to fund operations and future growth. Consequently, we have
explored, and continue to explore multiple alternatives that may be available
for the purpose of enhancing stockholder value. These alternatives include a
merger, a spin-off or sale of part of our business, a strategic relationship
or joint venture with another technology or financial services firm and
future equity financing to further fund our business. In December 1998, we
segregated our Internet related services into a separate internal business
unit. We incorporated the business as a wholly-owned subsidiary, PCQuote.com,
Inc., on March 19, 1999 and are transferring our Internet-related services to
the subsidiary. On June 9, 1999, PCQuote.com filed a registration statement
with the Securities and Exchange Commission relating to a planned initial
public offering of 7,750,000 shares of its common stock. The planned common
stock offering consists of 5,800,000 shares to be issued by PCQuote.com and
1,950,000 shares to be sold by us. The initial filing range of the public
offering price for the common stock was between $12.00 and $14.00 per share.
We believe net proceeds from the offering will be sufficient for working
capital purposes of both PCQuote.com and HyperFeed Technologies.

There can be no assurances, however, that the offering will occur. If the
offering does not occur, we would pursue other alternatives to raise capital.
We raised a substantial amount of capital in 1998 and 1999 through the debt
conversion, exercise of warrants and other sales of common stock. These
transactions have significantly improved our financial condition. In order to
minimize dilution to existing stockholders, our objective is to raise the
minimal amount of capital for operations, if and when necessary. We believe
we have the ability to raise external capital. However, any capital raised
could be costly to us and/or dilutive to stockholders. There can be no
assurances, however, that we will be successful in concluding a transaction.



                                     Page 17


<PAGE>

PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)


YEAR 2000 ISSUES

1.   Overview

The Company does not have or use mainframe computers in its internal
operations. Consequently, we do not have the extent of Y2K issues other
companies have that depend on what is commonly known as "legacy" systems. We
use PC's and "server class" computers in our operations. Our end-user
applications also run on the same type of hardware. These systems still may
have Y2K issues. We have implemented a plan to attempt to assess, remediate,
and correct any year 2000 critical issues. A "Year 2000" problem will occur
where date-sensitive software uses two digit year date fields, sorting the
year 2000 ("00") before the year 1999 ("99"). The Year 2000 problem may
result in data corruption and processing errors occurring where software,
technology equipment, or any other equipment or process uses date-dependent
software.

Our plan has been structured to address the following areas:

A.   Processing Plant and Communications Network
B.   HyperFeed Retail Applications
C.   Operational Infrastructure


2.   State of Readiness

We have approached each of the above areas in four phases: assessment,
remediation, testing, and contingency planning. "Assessment" summarizes the
process of issue identification. "Remediation" refers to the process of
taking corrective action to best mitigate identified Year 2000 risks.
"Testing" is the process of validating a specific Company remediation effort
or confirming a third party capability or certification of Year 2000
compliance. "Contingency planning" means the process by which we identify an
alternate course of action and/or procedure in the event we cannot or fail to
remediate or mitigate a known Year 2000 risk. We may or may not engage in
contingency planning for individual subproject components where successful
Year 2000 remediation has been validated through the testing process or other
methods.

The following is a status report on our state of readiness.

 A.  Processing Plant and Communications Network

     Assessment phase has been completed. A full inventory has been taken of
     the processing plant, our data-feed input, consolidation and output
     process, and communications areas. We are in the final stages of the
     remediation and testing phases. This includes verifying Y2K compliance
     of outside vendors and suppliers and testing all mission critical items.
     Testing also includes all PC's, routers, modems, phone lines, Internet
     service providers (ISP's), and production computers, known as servers,
     used internally in the communications room. We are also checking our
     outbound satellite, phone companies and ISP's distribution network, in
     addition to some ISP's that our customers may use.



                                     Page 18

<PAGE>


PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)

     The compliant numbers percentages as of July 12, 1999 are as follows:

<TABLE>
<CAPTION>

     ---------------------------------------- ---------------- --------------------
     Areas                                    Equipment/Systems     Compliant
     ---------------------------------------- ---------------- --------------------
    <S>                                      <C>                    <C>
     Processing Plant                               301                269
     ---------------------------------------- ---------------- --------------------
     Communications Network                          35                 22
     ---------------------------------------- ---------------- --------------------
</TABLE>

     On May 1, 1999, the Company participated in the SIA/FIF Year 2000 Market
     Data Test which tested our production Processing Plant and Communications
     Network with quotes dated in the future to January 3, 2000. This data was
     transmitted to us from all of the major exchanges. The Company has passed
     this Y2K test on this "mission critical" software and hardware. Currently
     we are finishing the upgrades of all other hardware and software to match
     the tested components. We are approximately 90% complete and expect to be
     completed by August 31, 1999.


B.   HyperFeed Retail Applications

     Our retail applications include proprietary and 3rd party software
     applications, licensed to our customers for use only with our data-feed.
     These applications include Internet web-site and browser-based
     applications, local area network (LAN) based applications, and Windows
     NT client/server applications. One OS/2 based application will become
     obsolete in 2000. Customers using this application will be converted to
     a compliant application.

     We have participated in the full "end-to-end" Year 2000 scenario test
     sponsored by the Financial Information Forum in conjunction with the
     Securities Industry Association. This industry-wide test provided
     securities, options and futures exchanges and market data providers with
     the ability to test their systems under simulated Year 2000 conditions.
     Time was essentially moved forward to January 3, 2000 for that test day.
     During this test we had a large Y2K team in-house monitoring all of our
     major products. This testing was performed on several different operating
     systems, data servers, and methods of transmission. We compared all
     final data and reported our results to the SIA/FIF, which informed us
     that we had passed the test. We have release the Y2K simulated data to
     our customers so they may do their own internal testing.

<TABLE>
<CAPTION>
     --------------------------------- ---------------------- ---------------------
     Applications                             Tested               Compliant
     --------------------------------- ---------------------- ---------------------
     <S>                                      <C>                  <C>
     HyperFeed Customer Apps                      14                    14
     --------------------------------- ---------------------- ---------------------
     3rd Party Customer Apps                      5                     5
     --------------------------------- ---------------------- ---------------------
</TABLE>

     All major end user applications have now been tested and are compliant.

C.   Operational Infrastructure

     We are assessing our main facility and field offices for compliance in
     the security systems, HVAC systems, pagers, phone system, utility
     providers and other mission critical systems. We have started to
     upgrade, at minimal cost, non-compliant equipment.

     Based on our current assessment, we believe we will be able to meet our
     Y2K compliance goals.



                                     Page 19

<PAGE>


PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)

3.   Costs

As part of the ordinary course of our business, we continually develop major
enhancements to our operating systems and applications. For instance, we spent
three years developing the first 100% Windows NT based processing plant that was
put into production in 1998. In addition to many other benefits, it is fully Y2K
compliant. We have not in the past separately tracked the cost of Y2K
remediation, as these efforts were incorporated into our on-going maintenance
and equipment replacement program. We have started to track costs in 1999 and
have spent approximately $111,000 so far this year on the cost of Year 2000.
This includes internal personnel resources, hardware, software and equipment
replacement and upgrades necessary to be Y2K compliant. We will be upgrading
various administrative systems that use commercial third party software for
accounting, billing and customer management. The total remaining cost of
software, replacement equipment, and internal resources for remediation and
testing to become Y2K compliant is not expected to exceed $500,000.

Based upon currently available information, we do not believe that the cost of
Y2K compliance will have a material impact on our financial condition, results
of operations or liquidity.

4.   Risks

Achieving Y2K compliance depends on many factors. Some factors may be beyond our
control, because we use services of others. Should our internal systems or the
internal system of one of our critical vendors fail to achieve Y2K compliance
and fail in the year 2000, our business and results of operations could be
adversely affected. For example:

     A piece of communications equipment has an internal clock that is not
     Y2K compliant. Although end-to-end testing is done, for some reason, we
     or a vendor of ours fail to detect the non-compliance. Y2K comes and the
     clock shuts down, causing an inability to transmit over that channel.
     Our customers on that channel do not receive our service. We or our
     vendor have the cost of finding and fixing the problem. Our customer
     could make a claim against us for the lost service. Many of our
     customers have back-up systems in place with us which could mitigate any
     damage caused by the disruption. In the event that there are claims for
     damages, our contracts with our customers limit our liability in such
     instances. However, if there were a large number of customers affected
     for a prolonged period of time, we could be put in a position of either
     granting credits or risk losing the customers and our reputation could
     be adversely effected.

     We have customers that use our Quote Tools to access our data-feed for
     software applications. Quote Tools is a set of programmer tools known as
     application programming interfaces or APIs for short. Our Quote Tools
     are written and tested to be Y2K compliant. If for some reason Y2K came
     and our Quote Tools did not function properly because of the date
     change, we would have to spend money and resources to fix the bug. If
     the bug could not be fixed, and we had no alternative solution, for our
     customers using the service, we could lose the customers and related
     revenue. Our contracts with our customers generally limit our liability
     to total fees paid over the preceding year, which in 1998 was under
     $200,000 for Quote Tools' customers.



                                     Page 20

<PAGE>

PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)


5.   Contingency Plans

We have completed approximately 90% of the testing related to the Processing
Plant/Communications Network, and Retail Applications. All testing, including
internal infrastructure, is scheduled to be completed by September 15, 1999.
We have not started extensive contingency planning because we are
concentrating our efforts on remediation and testing. We believe effective
contingency planning should not begin until after these phases are complete.
We expect to begin comprehensive contingency planning at the start of the
third quarter of 1999.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

We will implement the provisions of Statement of Financial Accounting
Standards No. 133, ("Statement 133") "Accounting for Derivative Instruments
and Hedging Activities" which is required to be adopted for financial
statements issued for the fiscal year ending December 31, 2001. Statement 133
standardizes the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, by requiring us to
recognize those items as assets or liabilities in the statement of financial
position and measure them at fair value. We believe that adoption of
Statement 133 will not have a material impact on our financial statements.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

GRAHAM R. CLARK v. P.C. QUOTE INCORPORATED (HYPERFEED) 1999 C 559, High Court
of Justice, Queens Bench Division, London:  This lawsuit was filed on
May 10, 1999. It claims breach of a November 18, 1992 Marketing Agreement
entered into between the plaintiff and PC Quote (UK) Limited (a former
subsidiary). The Company has retained U.K. counsel to defend against these
claims, and various defenses were filed on August 11, 1999. The Company
intends to vigorously pursue its defenses. The claimed damages are for three
(3) years of lost profits at L205,080 per year. Given the early
stage of this litigation, no assessment of the likely financial exposure of the
Company in this lawsuit can be made.

ITEM 2. CHANGES IN SECURITIES

On February 4, 1999, Imprimis Investors LLC and Wexford Spectrum Investors LLC
exercised the remaining portion of their common stock purchase warrants,
previously acquired pursuant to the Stock and Warrant Purchase Agreement
dated October 15, 1997, and purchased 267,200 shares of common stock for
$534,400.

During the first and second quarters of 1999, we issued 32,922 and 14,004
shares of our common stock, respectively, to employees, who purchased the
shares under our Employee Stock Purchase Plan.

During the first and second quarters of 1999, 61,225 and 34,132 shares of our
common stock, respectively, were purchased by employees who exercised stock
options granted to them under our Employee Incentive Stock Option Plan.

During the first and second quarters of 1999, we issued 4,746 and 2,289 shares
of our common stock, respectively, to our Chairman and Chief Executive
Officer, in lieu of cash salary payments, under an agreement approved by our
Board Of Directors in which the Chairman would receive the shares at market
price.
On April 19, 1999, a third-party investor exercised its warrant, acquired in
connection with a December 1998 private placement, and acquired 80,000 shares
of our common stock in exchange for $150,000.


                                     Page 21

<PAGE>

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES (CONTINUED)


On April 22, 1999, we entered into Stock Purchase Agreements with four
third-party investors. On April 23, 1999, the investors purchased 190,476
shares of our common stock in exchange for $1,999,998. The investors acquired
the common stock for investment purposes.

On June 11, 1999, a third-party investor exercised its warrant, acquired in
connection with a December 1998 private placement, and acquired 120,000
shares of our common stock in exchange for $225,000.

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

The annual meeting of the stockholders of HyperFeed Technologies, Inc. was
held on June 16, 1999. The following proposals were submitted, considered and
voted upon, as indicated below, by the stockholders.

1.   To elect six members to our Board of Directors to serve until the 2000
Annual Meeting, or until their successors are elected and shall have
qualified.


<TABLE>
<CAPTION>
----------------------------------- --------------------------------- ----------------------- ---------------------------------
Director                                       Shares For                 Shares Against                Shares Withheld
----------------------------------- --------------------------------- ----------------------- ---------------------------------
<S>                                          <C>                             <C>                       <C>
Jim R. Porter                                  18,324,881                                                   334,790
----------------------------------- --------------------------------- ----------------------- ---------------------------------
John R. Hart                                   18,271,801                                                   387,070
----------------------------------- --------------------------------- ----------------------- ---------------------------------
Timothy K. Krauskopf                           18,326,281                                                   333,390
----------------------------------- --------------------------------- ----------------------- ---------------------------------
Ronald Langley                                 18,273,201                                                   386,470
----------------------------------- --------------------------------- ----------------------- ---------------------------------
Louis J. Morgan                                18,259,292                                                   400,379
----------------------------------- --------------------------------- ----------------------- ---------------------------------
Kenneth J. Slepicka                            18,319,721                                                   339,950
----------------------------------- --------------------------------- ----------------------- ---------------------------------
</TABLE>

Vote totals include count of 100 votes for each of the 47,866 preferred
shares voted.

2.   To approve and ratify the 1999 Combined Incentive and Non-Statutory Stock
Option Plan.

<TABLE>
<CAPTION>
----------------------------------- ------------------------ ------------------------ ---------------------------------
                                            Shares For             Shares Against                 Abstentions
----------------------------------- ------------------------ ------------------------ ---------------------------------
<S>                                   <C>                         <C>                        <C>
                                        10,410,121                      655,436                       311,695
----------------------------------- ------------------------ ------------------------ ---------------------------------
</TABLE>

Vote totals include count of 100 votes for each of the 47,866 preferred
shares voted.

3.   To approve and ratify the appointment of KPMG LLP as our independent
auditors for 1999.

<TABLE>
<CAPTION>
----------------------------------- ------------------------ ------------------------ ---------------------------------
                                            Shares For             Shares Against             Abstentions
----------------------------------- ------------------------ ------------------------ ---------------------------------
<S>                                        <C>                    <C>                        <C>
                                            18,566,510                 61,320                     31,841
----------------------------------- ------------------------ ------------------------ ---------------------------------
</TABLE>

Vote totals include count of 100 votes for each of the 47,866 preferred shares
voted.

4.   To amend Article FIRST of our Certificate of Incorporation to read as
follows: FIRST: The name of the Corporation is HyperFeed Technologies, Inc.

<TABLE>
<CAPTION>
----------------------------------- ------------------------ ------------------------ ---------------------------------
                                            Shares For             Shares Against             Abstentions
----------------------------------- ------------------------ ------------------------ ---------------------------------
<S>                                        <C>                    <C>                        <C>
                                            18,416,740             204,092                    36,839
----------------------------------- ------------------------ ------------------------ ---------------------------------
</TABLE>

Vote totals include count of 100 votes for each of the 47,866 preferred
shares voted.

No other matters were submitted for vote.


                                       Page 22


<PAGE>


Part II. OTHER INFORMATION
ITEM 6. EXHIBITS and REPORTS on FORM 8-K


(a) FINANCIAL STATEMENTS

The financial statements of the Company are filed herewith in Item 1 of this
report.

(b) REPORTS ON FORM 8-K

In the second quarter of the period covered by this report, we filed a Report
on Form 8-K dated April 29, 1999 reporting, in Item 5. Other Events, our
subsidiary's agreement with CNNFN, our intent to seek stockholder approval
for our name change, and our subsidiary's intent to file a registration
statement for an initial public offering.

We filed a Report on Form 8-K dated June 22, 1999 reporting, in Item 5. Other
Events, that our subsidiary has filed a registration statement with the
Securities and Exchange Commission relating to a proposed initial public
offering of 7,750,000 shares of its common stock.

(c) EXHIBITS

10 (a) Termination Agreement by and between Townsend Analytics, Ltd and
       PC Quote, Inc., dated May 28, 1999.

10 (b) Software Distributor Agreement dated August 9, 1999 by and between
       Townsend Analytics, Ltd. and HyperFeed Technologies, Inc.

27. Financial Data Schedule





                                 Page 23

<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Exchange Act of 1934, the Company caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.

HYPERFEED TECHNOLOGIES, INC.


Date:    August 16, 1999

By:      /s/ Jim R. Porter
         -----------------
         Jim R. Porter
         Chairman and Chief Executive Officer

By:      /s/ John E. Juska
         -----------------
         John E. Juska
         Chief Financial Officer and Principal Accounting Officer







                                     Page 24