<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 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       January 29, 2000       .
                              -------------------------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


For the transaction period from                         to
                               ------------------------

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

Commission file number   0-17168   .
                      --------------


                       FASTCOMM COMMUNICATIONS CORPORATION
                       -----------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                 <C>
                Virginia                                               54-1289115             .
-------------------------------------------         -------------------------------------------
     (State or Other Jurisdiction of                              (I.R.S. Employer
      Incorporation of Organization)                             Identification No.)
</TABLE>



                               45472 Holiday Drive
                            Sterling, Virginia 20166

         --------------------------------------------------------------
               (Address of principal executive offices, Zip code)


                                 (703) 318-7750

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

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

As of March 3, 2000, there were 21,310,821 shares of the Common Stock, par value
$.01 per share, of the registrant outstanding.

No exhibits are filed with this report, which consists of 13 consecutively
numbered pages.


<PAGE>   2


                       FASTCOMM COMMUNICATIONS CORPORATION

                                    FORM 10Q

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I            FINANCIAL  INFORMATION                                                      Page No.
                                                                                              --------
<S>               <C>                                                                         <C>
         Item 1.  Financial Statements

                  Consolidated Statement of Operations
                  Fiscal quarter and three fiscal quarters ended
                  January 29, 2000 and January 30, 1999............................................3

                  Consolidated Balance Sheets
                  January 29, 2000 and April 30, 1999..............................................4

                  Consolidated Statements of Cash Flows
                  Fiscal quarter and three fiscal quarters ended
                  January 29, 2000 and January 30, 1999 ...........................................5

                  Notes to Consolidated Financial Statements ......................................6

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations.................................7-11

PART II           OTHER INFORMATION

         Item 1.  Legal Proceedings...............................................................12

SIGNATURES........................................................................................13
</TABLE>



                                       2
<PAGE>   3




                        PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                  FASTCOMM COMMUNICATIONS CORPORATION
                  CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                               (unaudited)
                                                                   Fiscal quarter ended            Three fiscal quarters ended
                                                              ------------------------------      ------------------------------
                                                               January 29,      January 30,       January 29,       January 30,
                                                                  2000              1999              2000              1999
                                                              ------------      ------------      ------------      ------------
<S>                                                           <C>               <C>               <C>               <C>
Revenue                                                       $  1,175,418      $  1,701,812      $  4,491,526      $  4,037,161

Expenses
      Cost of sales                                                675,377         1,024,333         2,292,124         2,172,365
      Selling, general and administrative                        1,080,229         1,038,201         3,109,132         3,779,915
      Research and development                                     657,943           522,862         1,942,143         1,877,985
      Depreciation and amortization                                161,554           115,850           489,334           345,481
      Litigation settlement                                              -                 -                 -             7,970
                                                              ------------      ------------      ------------      ------------
Loss from operations                                            (1,399,685)         (999,434)       (3,341,207)       (4,146,555)

Other income (expense)
      Other income                                                       -                 -            23,489                 -
      Interest income                                               12,802               355            14,760            15,631
      Interest expense                                             (50,943)          (33,225)         (165,118)          (91,278)
                                                              ------------      ------------      ------------      ------------

Loss before reorganizional items                                (1,437,826)       (1,032,304)       (3,468,076)       (4,222,202)

Reorganizational items
      Professional fees                                                  -           217,224                 -           544,158
      Interest earned on accumulated cash
      resulting from Chapter 11 proceeding                               -            (2,000)                -           (14,885)
                                                              ------------      ------------      ------------      ------------
                                                                         -           215,224                 -           529,273
                                                              ------------      ------------      ------------      ------------

Net loss                                                      $ (1,437,826)     $ (1,247,528)     $ (3,468,076)     $ (4,751,475)
                                                              ============      ============      ============      ============
Loss per share:
           Basic and diluted                                       ($ 0.07)           ($0.10)           ($0.19)           ($0.38)

Weighted average number of shares
           Basic and diluted                                    19,672,845        12,685,886        17,989,645        12,423,678
</TABLE>


      See accompanying notes to unaudited consolidated financial statements


                                       3
<PAGE>   4




                       FASTCOMM COMMUNICATIONS CORPORATION
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS

                                                         January 29,          April 30,
                                                            2000                1999
                                                        ------------        ------------
                                                        (unaudited)
<S>                                                     <C>                 <C>
Current assets
     Cash                                               $  1,800,027        $     90,727
     Restricted cash                                         152,367             152,367
     Accounts receivable, net                              1,135,761             647,492
     Inventories, net                                      2,314,360           2,658,788
     Prepaid and other                                       135,607             228,120
                                                        ------------        ------------
                                                           5,538,122           3,777,494


Property and equipment, net                                  747,111             631,959
Deferred financing costs                                           -              12,671
Goodwill, net                                                967,078           1,109,838
Other assets                                                  50,206              49,096
                                                        ------------        ------------
                                                        $  7,302,517        $  5,581,058
                                                        ============        ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities
     Accounts payable                                   $  1,474,532        $  1,080,713
     Accrued payroll                                         265,752             246,615
     Other current liabilities                               432,224             527,342
                                                        ------------        ------------
                                                           2,172,508           1,854,670

Convertible debentures                                     1,342,200           2,690,357
                                                        ------------        ------------
                                                           3,514,708           4,545,027
                                                        ------------        ------------

Shareholders' equity
     Common stock, $.01 par value,                           212,031             161,429
     (50,000,000 shares authorized; 21,203,121 and
     16,142,974 issued and outstanding)
     Additional paid in capital                           30,103,919          23,934,667
     Accumulated deficit                                 (26,528,141)        (23,060,065)
                                                        ------------        ------------
     Total shareholders' equity                            3,787,809           1,036,031
                                                        ------------        ------------
                                                        $  7,302,517        $  5,581,058
                                                        ============        ============
</TABLE>




      See accompanying notes to unaudited consolidated financial statements



                                       4
<PAGE>   5


                       FASTCOMM COMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                              (unaudited)
                                                               Fiscal quarter ended        Three fiscal quarters ended
                                                           ---------------------------     ---------------------------
                                                           January 29,     January 30,      January 29,    January 30,
                                                              2000            1999            2000            1999
                                                           -----------     -----------     -----------     -----------
<S>                                                        <C>             <C>             <C>             <C>
Operating activities
     Net loss                                              $(1,437,826)    $(1,247,528)    $(3,468,076)    $(4,751,475)

  Items not affecting cash
     Depreciation and amortization                             161,554         115,850         489,334         345,481
     Provision for doubtful accounts                            (5,773)         47,954         (14,369)         47,968
     Provision for inventory obsolescense                       41,084          26,160         191,084          80,000
     Non cash interest expense on debentures                    47,213          39,426         170,970          68,009
     Amortization of deferred financing costs                        -          19,086          12,671          57,258
     Provision for litigation loss                                   -               -               -           7,970
  Changes in assets and liabilities
     Accounts receivable                                      (152,937)       (121,794)       (473,900)      1,905,307
     Inventories                                                (6,024)         84,279         153,345         299,315
     Prepaid and other current assets                           65,912          21,617          91,864          19,409
     Other non current assets                                        -               -               -           3,870
     Accounts payable and accrued liabilities                  192,356        (120,677)        412,956         786,505
     Other current liabilities                                (523,867)        275,755        (241,903)        191,712

                                                           -----------     -----------     -----------     -----------
     Net cash used by operations                            (1,618,308)       (859,872)     (2,676,024)       (938,671)
                                                           -----------     -----------     -----------     -----------

Investing activities
     Additions of property, plant and equipment                (73,467)        (34,762)       (461,727)       (127,079)

                                                           -----------     -----------     -----------     -----------
     Net cash used by investing activities                     (73,467)        (34,762)       (461,727)       (127,079)
                                                           -----------     -----------     -----------     -----------

Financing activities
     Proceeds from the issuance of common stock                      -               -       1,000,000               -
     Net proceeds from exercise of warrants and options      3,448,777               -       3,847,051               -

                                                           -----------     -----------     -----------     -----------
     Net cash provided by financing activities               3,448,777               -       4,847,051               -
                                                           -----------     -----------     -----------     -----------

Net increase (increase) in cash and equivalents              1,757,002        (894,634)      1,709,300      (1,065,750)

Cash and cash equivalents, beginning of period                  43,025       1,530,643          90,727       1,213,052
                                                           -----------     -----------     -----------     -----------

Cash and cash equivalents, end of period                   $ 1,800,027     $   636,009     $ 1,800,027     $   147,302
                                                           ===========     ===========     ===========     ===========
</TABLE>




      See accompanying notes to unaudited consolidated financial statements


                                       5
<PAGE>   6




                       FASTCOMM COMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

The accompanying interim consolidated financial statements of FastComm
Communications Corporation (the "Company") have been prepared without audit
pursuant to the rules and regulations of the Securities and Exchange Commission.
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 such rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading. These financial statements should be read
in conjunction with the consolidated financial statements and related footnotes
included in the Company's latest Annual Report on Form 10-K.

In the opinion of Management, the consolidated financial statements reflect all
adjustments considered necessary for a fair presentation and all such
adjustments are of a normal and recurring nature. The results of operations as
presented in this report are not necessarily indicative of the results to be
expected for the fiscal year ending April 30, 2000.

The Company's fiscal year ends on April 30. For interim reporting purposes the
interim fiscal quarters are closed on the first weekend following the calendar
quarter end date, unless the quarter end date falls on a weekend, in which case
such weekend is used as the interim fiscal quarter end. The Company deviated
from this policy in the current fiscal quarter to facilitate comparability. The
quarter ended January 29, 2000 and January 30, 1999 each consisted of 91
calendar days.

2.       EARNINGS (LOSS) PER SHARE

Net income (loss) per common share is calculated using the weighted average
number of shares of common stock outstanding and common share equivalents
outstanding for the period. For the quarters ended January 29, 2000 and January
30, 1999, the earnings per share calculation does not include common share
equivalents in that the inclusion of such equivalents would be antidilutive.

3.       INVENTORIES

Inventories are valued at the lower of cost or market and consist of the
following:


<TABLE>
<CAPTION>
                               January 29,            April 30,
                                  2000                  1999
                              ----------------------------------
<S>                           <C>                   <C>
Production materials          $  1,246,031          $  1,466,235
Work in process                     40,513               111,568
Finished goods                   1,027,816             1,080,985
                              ------------          ------------
                              $  2,314,360          $  2,658,788
                              ============          ============
</TABLE>


4.       SIGNIFICANT CUSTOMERS AND CONCENTRATION OF RISK

The fiscal quarter January 29, 2000 includes sales of $609,000 representing 52%
of total revenues to an unrelated third party domestic corporation. On a fiscal
year to date basis, sales to two unrelated third party corporations totaled
$1,131,000 and $609,000 representing 25% and 14% of total revenue.

5.       INCOME TAXES

The Company has estimated its annual effective tax rate at 0% due to uncertainty
over the level of earnings in fiscal 2000. Also, the Company has net operating
loss carryforwards for income tax reporting purposes for which no income tax
benefit has been recorded due to uncertainty over generation of future taxable
income.





                                       6
<PAGE>   7


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

PETITION FOR REORGANIZATION UNDER CHAPTER 11

On June 2, 1998, the Company filed a voluntary petition for reorganization under
Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court
for the Eastern District of Virginia. On March 30, 1999, the Company's Plan of
Reorganization was approved by the Bankruptcy Court and the Company emerged from
Chapter 11. The Plan of Reorganization became effective on April 12, 1999. The
Plan provides for cash and debenture payments equal to 100% of each allowed
claim plus interest. The positions of all common shareholders were preserved. On
November 18, 1999, a motion for final decree was granted and the case was
closed.

FUTURE PROSPECTS

On a forward-looking basis, the Company anticipates improved sales of its
products. The Company has introduced its GlobalStack and MetroLan product lines,
all of which have voice, data and video capabilities. Orders have been received
and shipments commenced in the Company's second fiscal quarter. Shipments of
these product lines significantly increased in the third fiscal quarter. The
Company added new features to its Quick product line that qualify this product
for a larger and enhanced distribution channel. Initial shipments of the
ChanlComm(R) product commenced in the fourth quarter of fiscal 1999. To date,
such shipments have been minimal. The Company anticipates that sales of the next
generation ChanlComm(R) 7790 product will begin generating revenues commencing
with the fourth quarter of its fiscal year ended April 30, 2000. This product is
being well received in both the domestic and international marketplaces.

The Company has changed its organizational structure and reduced headcount. As a
result, year to date spending levels have declined. Further, legal and
professional fees have declined sharply from that of the previous fiscal year.

ACCELERATED WARRANT CONVERSION PROGRAM

On November 17, 1999 the Company initiated an accelerated warrant conversion
program designed to raise capital to finance working capital and product
expansion plans. Under the terms and conditions of this program, current warrant
holders were offered either (a) a discount in the exercise price of 20% ("Option
A") or (b) a discount in the exercise price of 10% and the issuance of a new
warrant that will be exercisable for one-half a share of common stock at an
exercise price of $2.50 per share ("Option B").

This program terminated on December 10, 1999. 852,898 warrants were exercised
under Option A and 1,708,027 warrants were exercised under Option B. The Company
issued 854,014 warrants to those electing Option B. This program generated
$3,049,000 in cash for the Company.

The Company anticipates that it may require additional funding to meet operating
requirements, future expansion and research and development expenses. It is
anticipated that such funding will be generated by way of additional placements
of equity, through research and development arrangements funded by third
parties, by asset based lending facilities and through the exercise of in the
money stock options and warrants. The Company can give no assurance as to
whether it will be able to conclude such financing arrangements, or that, if
concluded, they will be on terms favorable to the Company.

There can be no assurance that the required increased sales and improved
operating efficiencies necessary to return to profitability will materialize, or
if they do, the Company will be able to raise sufficient funding to finance its
working capital needs.




                                       7
<PAGE>   8


RESULTS OF OPERATIONS

REVENUE

<TABLE>
<CAPTION>
     Fiscal quarter ended              Three fiscal quarters ended
------------------------------        ------------------------------
January 29,        January 30,        January 29,        January 30,
   2000               1999               2000               1999
-----------        -----------        -----------        -----------
<S>                <C>                <C>                <C>
$ 1,175,418        $ 1,701,812        $ 4,491,526        $ 4,037,161
</TABLE>


Total revenues decreased $393,000 (25%) compared with that of the previous
quarter and decreased $526,000 (31%) when compared with the corresponding
quarter of the previous fiscal year. The sequential quarter over quarter
decrease is primarily attributable to a decrease in unit sales of data frame
relay access products and Quick products offset by increased shipments of
GlobalStack and MetroLan products. The decrease in the current quarter in
comparison with that of the corresponding quarter of the previous fiscal year is
primarily attributable to an decrease in unit sales of data only frame relay
access devices, Quick products and compression products offset by shipments of
GlobalStack and MetroLan products.

On a fiscal year to date basis, total revenue increased $454,000 compared with
that of the corresponding period of the previous fiscal year. This 11% increase
is primarily attributable to the introduction of the GlobalStack and MetroLan
product lines, an increase in unit sales of data only frame relay access
products offset by a decline in unit sales of the Quick product line.

The fiscal quarter January 29, 2000 includes sales of $609,000 representing 52%
of total revenues to an unrelated third party domestic corporation. On a fiscal
year to date basis, sales to two unrelated third party corporations totaled
$1,131,000 and $609,000 representing 25% and 14% of total revenue.

A significant portion of the Company's sales are derived from products shipped
against firm purchase orders received in each fiscal quarter and from products
shipped against firm purchase orders released in that quarter. Unforeseen delays
in product deliveries or the closing of sales, introduction of new products by
the Company or its competitors, supply shortages, varying patterns of customer
capital expenditures or other conditions affecting the digital access product
industry or the economy during any fiscal quarter could cause quarterly revenue
and net earnings to vary greatly.

COST OF GOODS SOLD AND GROSS MARGIN


<TABLE>
<CAPTION>
                                         Fiscal quarter ended                  Three fiscal quarters ended
                                    --------------------------------        --------------------------------
                                     January 29,         January 30,         January 29,         January 30,
                                        2000                1999                2000                1999
                                    ------------        ------------        ------------        ------------
<S>                                 <C>                 <C>                 <C>                 <C>
Cost of sales                       $    675,377        $  1,024,333        $  2,292,124        $  2,172,365

Gross margin                                  43%                 40%                 49%                 46%
</TABLE>


Gross margin on product sales approximated 47% in the current fiscal quarter and
50% on a fiscal year to date basis. This compares favorably with the 40% and 46%
recorded in the corresponding periods of the previous fiscal year. Gross margins
were negatively effected by unabsorbed factory overheads associated with reduced
selling levels. During the quarter ended January 29, 2000, the Company increased
its reserve for inventory obsolescence by $50,000 reducing gross margin by
approximately 4% in the current quarter and 1% on a fiscal year to date basis.

SELLING AND GENERAL AND ADMINISTRATIVE EXPENSES


<TABLE>
<CAPTION>
   Fiscal quarter ended                   Three fiscal quarters ended
--------------------------------        --------------------------------
 January 29,         January 30,         January 29,        January 30,
    2000                1999                2000                1999
------------        ------------        ------------        ------------
<S>                 <C>                 <C>                 <C>
$  1,080,229        $  1,038,201        $  3,109,132        $  3,779,915
</TABLE>



                                       8
<PAGE>   9


Selling, general and administrative expenses increased $43,000 or (4%) when
compared with that of the corresponding quarter in the previous fiscal year.
This increase is primarily attributable to a decline in salary costs associated
with reduced headcount ($53,000); offset by increases in advertising ($55,000);
office and communications costs ($18,000) and professional fees associated with
investor relations ($33,000).

On a fiscal year to date basis, selling, general and administrative expenses
decreased $671,000 or (18%) when compared with that of the corresponding period
of the previous fiscal year. This decrease is primarily attributable to reduced
salary and benefit costs associated with a decline in headcount ($441,000);
reduced legal and professional fees ($158,000); reduced travel costs ($90,000);
and reduced operating lease costs resulting from expired and renegotiated lease
agreements ($207,000); and reduced bad debt expenses ($28,000) offset by
increased advertising costs ($157,000); and increased investor relations costs
associated with the Company's annual shareholders meeting ($59,000).

RESEARCH AND DEVELOPMENT EXPENSES


<TABLE>
<CAPTION>
     Fiscal quarter ended                       Three fiscal quarters ended
----------------------------------          ----------------------------------
 January 29,           January 30,          January 29,            January 30,
    2000                  1999                  2000                  1999
------------          ------------          ------------          ------------
<S>                   <C>                   <C>                   <C>
$    657,943          $    522,862          $  1,942,143          $  1,877,985
</TABLE>


Research and development expenditures consist primarily of hardware and software
engineering, personnel expenses, subcontracting costs, equipment, prototypes and
facilities. The 26% increase in such costs in the current quarter when compared
with the corresponding quarter of the previous fiscal year is primarily
attributable labor and material costs associated with the development of the
GlobalStack, MetroLan and ChanlComm product lines.

Research and development expenditures for the three fiscal quarters ended
January 30, 1999 included a $150,000 fee associated with the exclusive license
agreement with KG Data Systems, Inc. Net of this one time expenditure, research
and development costs increased $214,000 when compared with that of the
corresponding quarter of the previous fiscal year. This increase is primarily
attributable to the previously mentioned product development costs.

The markets for the Company's products are characterized by continuing
technological change. Management believes that significant expenditures for
research and development will continue in the future.

DEPRECIATION AND AMORTIZATION


<TABLE>
<CAPTION>
     Fiscal quarter ended                        Three fiscal quarters ended
----------------------------------          ----------------------------------
 January 29,           January 30,           January 29,           January 30,
    2000                  1999                  2000                  1999
------------          ------------          ------------          ------------
<S>                   <C>                   <C>                   <C>
$    161,554          $    115,850          $    489,334          $    345,481
</TABLE>


The increase in depreciation and amortization is primarily attributable to
depreciation associated with current year fixed asset purchases and to the
amortization of goodwill associated with the acquisition of KG Data Systems in
March, 1999. This goodwill is being amortized on a straight line basis over a
seven year period at a rate of $26,000 per quarter.

REORGANIZATIONAL ITEMS

During the quarter ended January 30, 1999, the Company incurred $217,000 in
expenses associated with its reorganization under Chapter 11. During the three
fiscal quarters ended January 30, 1999, these costs totaled $544,000. Such
expenses primarily consisted of legal fees and the costs of financial consulting
services. In that the Company's reorganization was approved on March 30, 1999,
such expenses have not reoccurred in the current fiscal year.



                                       9
<PAGE>   10



LIQUIDITY AND CAPITAL RESOURCES

At January 30, 2000, the Company had $1,800,000 in cash. During the current
fiscal quarter, working capital increased from $1.3 million at October 30, 1999
to $3.4 million at January 29, 2000. At January 29, 2000, the Company had a
current ratio of 2.6 to one.

ACCELERATED WARRANT CONVERSION PROGRAM

On November 17, 1999 the Company initiated an accelerated warrant conversion
program designed to raise capital to finance working capital and product
expansion plans. Under the terms and conditions of this program, current warrant
holders were offered either (a) a discount in the exercise price of 20% ("Option
A") or (b) a discount in the exercise price of 10% and the issuance of a new
warrant that will be exercisable for one-half a share of common stock at an
exercise price of $2.50 per share ("Option B").

This program terminated on December 10, 1999. 852,898 warrants were exercised
under Option A and 1,708,027 warrants were exercised under Option B. The Company
issued 854,014 unregistered warrants to those electing Option B. This program
generated $3,049,000 in cash for the Company. These funds will be used for
working capital and research and development purposes.

JULY 1999 PRIVATE PLACEMENT

During the quarter ended July 31, 1999, the Company raised an additional
$1,000,000 through a private placement of securities to a group of accredited
investors. Each security ("Unit") consists of (1) one common share; (2) an A
warrant exercisable immediately and permitting the holder to purchase one share
of common stock in the Company at a price of $1.50 per share ("A Warrant") and
(3) a B warrant exercisable immediately and permitting the holder to purchase
one half of a share of common stock at a price of $2.25 per share ("B Warrant").
The warrants are exercisable for a period of three years, expiring on July 29,
2002. The A Warrants may be called for redemption, by the Company, at such time
as the bid price of the Company's common stock remains above $3.00 for 20
(twenty) consecutive trading days. The B Warrants may be called for redemption,
by the Company, at such time as the bid price of the Company's common stock
remains above $4.50 for 20 (twenty) consecutive trading days. These Units carry
with them certain registration rights.

On February 7, 2000 the Company called for redemption the Class A warrants. In
connection with this redemption, the Company issued 333,000 common shares and
generated $499,500 in additional cash.

CONVERSION OF DEBENTURES

On January 13, 2000, the Company amended the terms of the Convertible Debentures
issued as part of its Plan of Reorganization. Under the terms and conditions of
this amendment, the conversion date of these debentures was accelerated from
April 12, 2000 to January 13, 2000. During the quarter ended January 29, 2000
$1,148,000 in debentures converted into 384,805 shares of common stock.
Subsequent to the end of the quarter but prior to the issuance of this report an
additional $531,000 in debentures were converted into 119,000 shares of common
stock.

When and if exercised, the 2,624,000 unexercised warrants associated with the
July 1999 private placement, the debentures and warrants issued in conjunction
with the Company's Bankruptcy reorganization, the outstanding convertible
debentures and the accelerated warrant conversion program will generate a
maximum of $5,418,000 in additional cash for the Company. The Company can give
no assurance as to whether any warrants will be exercised, nor to the amount of
cash that will be generated, if any of these securities are exercised.

The Company anticipates that it may require additional funding to meet operating
requirements, future expansion and research and development expenses. It is
anticipated that such funding will be generated by way of additional placements
of equity, through research and development arrangements funded by third
parties, by asset based lending facilities and through the exercise of in the
money stock options and warrants. The Company can give no assurance as to
whether it will be able to conclude such financing arrangements, or that, if
concluded, they will be on terms favorable to the Company

THIRD FISCAL QUARTER OF  2000 COMPARED TO THIRD FISCAL QUARTER OF 1999

The Company used $1,618,000 in cash from operations during the quarter ended
January 29, 2000. This compares unfavorably to $860,000 in cash used by
operations during the corresponding quarter of the previous fiscal year. This
$758,000 increase is primarily attributable to a $140,000 increase in the net
loss for the quarter and increased payments to vendors.

The Company purchased $73,000 in fixed assets during the current fiscal quarter.
The majority of these purchases are being utilized for hardware and software
development.



                                       10
<PAGE>   11


THREE FISCAL QUARTERS ENDED JANUARY 29, 2000 COMPARED TO THREE FISCAL QUARTERS
ENDED JANUARY 30, 1999

The Company used $2,676,000 in cash from operations during the three fiscal
quarters ended January 29, 2000. This usage of funds is primarily attributable
to the net loss for the period offset non-cash expenditures and increased
accounts receivable and current liability balances.

The Company purchased $472,000 in fixed assets during the three fiscal quarters
ended January 29, 2000. The majority of these purchases are being utilized for
hardware and software development.

Cash provided by financing activities is primarily attributable to $1,000,000 in
proceeds received from the placement of common shares and $3.8 million in
proceeds from the exercise of common stock options and warrants.

ACCOUNTS RECEIVABLE

The Company's accounts receivable balance increased $153,000 in the current
fiscal quarter and $474,000 on a fiscal year to date basis.

INVENTORIES

On a fiscal year to date basis, the Company's inventory balance decreased
$153,000. During the quarter ended January 29, 2000, the Company increased it
reserve for inventory obsolescence by $50,000. The Company's reserve for
inventory obsolescence totals $1,411,000. The Company believes it will be able
to ship and/or liquidate its current inventory levels profitably and that its
reserve for inventory obsolescence and excess inventory is adequate.

SHAREHOLDERS' EQUITY

Shareholders' equity increased $3.2 million in the current fiscal quarter and
$2.7 million on a fiscal year to date basis. This increase is attributable to
the net losses incurred offset by the $1 million private placement and $3.8
million in proceeds from the exercise of common stock warrants and options.

INCOME TAXES

The Company has estimated its annual effective tax rate at 0% due to uncertainty
over the level of earnings in fiscal year 2000. Also, the Company has net
operating loss carryforwards for income tax reporting purposes for which no
income tax benefit has been recorded due to uncertainty over generation of
future taxable income.

YEAR 2000

In accordance with the U. S. Securities and Exchange Commission's Staff Legal
Bulletin No. 5, the Company has assessed both the cost of addressing and the
costs or consequences of incomplete or untimely resolution of the Year 2000
issue. The Company reviewed its internal systems and upgraded and replaced such
systems with applications, in the normal course of business, that are Year 2000
compliant. To date, the costs of such upgrades have been minimal.

The Company currently utilizes off the shelf software and uses no internally
developed software in the operation of its business. The software embedded in
the Company's products is not date sensitive and as such is not subject to the
Year 2000 issue. The costs related to the Year 2000 issue have been immaterial
to the Company's business, operations or financial condition. On a going
forward basis, such costs are expected to remain immaterial.

CERTAIN PARTS OF THE FOREGOING DISCUSSION AND ANALYSIS MAY INCLUDE
FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. AS
A CONSEQUENCE, ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM RESULTS FORECAST OR
SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS. SEE "MARKETS FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -- CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION" IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K.



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<PAGE>   12


PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On September 28, 1999, the Company, its CEO and Chairman of the Board, Peter C.
Madsen, and its CFO, Mark H. Rafferty agreed to a settlement of charges stemming
from an investigation by the United States Securities and Exchange Commission
relating to events occurring in 1993 and 1994. This settlement was made by the
parties without admitting or denying any wrongdoing.

On March 30, 1999, the Company's Plan of Reorganization was approved by the
Bankruptcy Court. On November 18, 1999, a motion for final decree was granted
and the case was closed.

No other material legal proceeding to which the Company is party or to which the
Company is subject is pending and no such proceeding is known by the Company to
be contemplated.



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<PAGE>   13


                                   SIGNATURES

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


<TABLE>
<S>                                                            <C>
FASTCOMM COMMUNICATIONS CORPORATION

                                                                 (Registrant)

                                                                   /s/ Peter C. Madsen
Date: March 14, 2000                                           By:
Peter C. Madsen                                                    ---------------------------
President,  Chief Executive Officer
and Chairman of the Board of Directors
 (Principal Executive Officer)


                                                                   /s/ Mark H. Rafferty
Date: March 14, 2000                                           By:
Mark H. Rafferty                                                   ---------------------------
Vice President, Chief Financial Officer
Treasurer  and Director
(Principal Financial and Accounting Officer)
</TABLE>




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