<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       October 30, 1999          .
                              ----------------------------------

                                       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)


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


                               45472 Holiday Drive
                            Sterling, Virginia 20166

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


                                 (703) 318-7750

         --------------------------------------------------------------
               (Registrants 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 December 1, 1999, there were 17,999,271 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




PART I         FINANCIAL INFORMATION                            Page No.
                                                                --------

       Item 1. Financial Statements

               Consolidated Statement of Operations
               Fiscal quarter and two fiscal quarters ended
               October 30, 1999 and October 31, 1998...................3

               Consolidated Balance Sheets
               October 30, 1999 and April 30, 1999.....................4

               Consolidated Statements of Cash Flows
               Fiscal quarter and two fiscal quarters ended
               October 30, 1999 and October 31, 1998 ..................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




                                       2
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      FASTCOMM COMMUNICATIONS CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS


                                  (unaudited)

<TABLE>
<CAPTION>
                                                         Fiscal quarter ended                    Two fiscal quarters ended
                                               ---------------------------------------     -------------------------------------
                                                    October 30            October 31          October 30           October 31
                                                       1999                  1998                1999                 1998
                                               --------------------     --------------     ---------------     -----------------
<S>                                            <C>                      <C>                <C>                 <C>
Revenue                                        $         1,568,651      $   1,205,474      $    3,316,108      $      2,335,349

Expenses
        Cost of sales                                      837,072            536,191           1,616,747             1,148,032
        Selling, general and administrative              1,048,709          1,171,876           2,028,903             2,741,714
        Research and development                           702,623            652,667           1,284,200             1,355,123
        Depreciation and amortization                      172,680            114,444             327,780               229,631
        Litigation settlement                                    -                  -                   -                 7,970
                                               --------------------     --------------     ---------------     -----------------
Loss from operations                                    (1,192,433)        (1,269,704)         (1,941,522)           (3,147,121)

Other income (expense)
        Other income                                             -                  -              23,489                     -
        Interest income                                          -              5,087               1,958                15,276
        Interest expense                                   (61,279)           (30,187)           (114,175)              (58,053)
                                               --------------------     --------------     ---------------     -----------------

Loss before reorganizional items                        (1,253,712)        (1,294,804)         (2,030,250)           (3,189,898)

Reorganizational items
        Professional fees                                        -            216,875                   -               326,934
        Interest earned on accumulated cash
        resulting from Chapter 11 proceeding                     -             (7,731)                  -               (12,885)
                                               --------------------     --------------     ---------------     -----------------
                                                                 -            209,144                   -               314,049
                                               --------------------     --------------     ---------------     -----------------

Net loss                                       $        (1,253,712)      $ (1,503,948)      $  (2,030,250)      $    (3,503,947)
                                               ====================     ==============     ===============     =================

Loss per share:
             Basic and diluted                              ($0.07)            ($0.12)             ($0.12)               ($0.29)

Weighted average number of shares
             Basic and diluted                          17,684,880         12,314,715          17,152,644            12,294,000
</TABLE>

     See accompanying notes to unaudited consolidated financial statements


                                       3
<PAGE>   4

                     FASTCOMM COMMUNICATIONS CORPORATION
                         CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                        ASSETS

                                                                        October 30                      April 30,
                                                                           1999                           1999
                                                                   --------------------           --------------------
                                                                     (unaudited)
<S>                                                                <C>                            <C>
Current assets
      Cash and cash equivalents                                        $        43,025                $        90,727
      Restricted cash                                                          152,367                        152,367
      Accounts receivable, net                                                 977,050                        647,492
      Inventories, net                                                       2,349,420                      2,658,788
      Prepaid and other                                                        202,167                        228,120
                                                                   --------------------           --------------------
                                                                             3,724,029                      3,777,494


Property and equipment, net                                                    787,613                        631,959
Deferred financing costs                                                             -                         12,671
Goodwill, net                                                                1,014,664                      1,109,838
Other assets                                                                    49,557                         49,096
                                                                   --------------------           --------------------
                                                                       $     5,575,863                $     5,581,058
                                                                   ====================           ====================


                                         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
      Accounts payable                                                 $     1,318,423                $     1,080,713
      Accrued payroll                                                          229,505                        246,615
      Other current liabilities                                                908,877                        527,342
                                                                   --------------------           --------------------
                                                                             2,456,805                      1,854,670


Convertible debentures                                                       2,490,357                      2,690,357
                                                                   --------------------           --------------------
                                                                             4,947,162                      4,545,027
                                                                   --------------------           --------------------

Shareholders' equity
      Common stock, $.01 par value,                                            179,026                        161,429
      (50,000,000 shares authorized; 17,902,160 and
      16,142,974 issued and outstanding)
      Additional paid in capital                                            25,539,990                     23,934,667
      Accumulated deficit                                                  (25,090,315)                   (23,060,065)
                                                                   --------------------           --------------------
      Total shareholders' equity                                               628,701                      1,036,031
                                                                   --------------------           --------------------
                                                                       $     5,575,863                $     5,581,058
                                                                   ====================           ====================
</TABLE>


     See accompanying notes to unaudited consolidated financial statements


                                       4
<PAGE>   5

                      FASTCOMM COMMUNICATIONS CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (unaudited)

<TABLE>
<CAPTION>
                                                                Fiscal quarter ended              Two fiscal quarters ended
                                                         ---------------------------------    ---------------------------------
                                                            October 30        October 31        October 30         October 31
                                                               1999              1998              1999               1998
                                                         ---------------    --------------    --------------    ---------------
<S>                                                      <C>                <C>               <C>               <C>
Operating activities
    Net loss                                             $   (1,253,712)    $  (1,503,948)    $  (2,030,250)    $   (3,503,947)

  Items not affecting cash
    Depreciation and amortization                               172,680           114,444           327,780            229,631
    Provision for doubtful accounts                              (8,455)               14            (8,596)                14
    Provision for inentory obsolescense                         150,000            53,840           150,000             53,840
    Non cash interest expense on debentures                      73,469             7,084           123,757             28,583
    Amortization of deferred financing costs                     12,671            19,086            12,671             38,172
    Provision for litigation loss                                     -                 -                 -              7,970
  Changes in assets and liabilities
    Accounts receivable                                        (149,075)          192,804          (320,963)         2,027,101
    Inventories                                                 (73,037)           84,279           159,369           (243,073)
    Prepaid and other current assets                              8,368            21,617            25,952             64,190
    Accounts payable and accrued liabilities                     75,504          (120,677)          220,600            509,531
    Other current liabilities                                   237,069           275,755           281,964            264,155
                                                         ---------------    --------------    --------------    ---------------
    Net cash used by operations                                (754,518)         (855,702)       (1,057,716)          (523,833)
                                                         ---------------    --------------    --------------    ---------------

Investing activities
    Additions of property, plant and equipment                 (227,279)          (34,762)         (388,260)           (49,040)
                                                         ---------------    --------------    --------------    ---------------
    Net cash used by investing activities                      (227,279)          (34,762)         (388,260)           (49,040)
                                                         ---------------    --------------    --------------    ---------------

Financing activities
    Proceeds from the issuance of common stock                        -                 -         1,000,000                  -
    Net proceeds from exercise of warrants and options           33,350                 -           398,274                  -
                                                         ---------------    --------------    --------------    ---------------
    Net cash provided by financing activities                    33,350                 -         1,398,274                  -
                                                         ---------------    --------------    --------------    ---------------

Net decrease in cash and equivalents                           (948,447)         (890,464)          (47,702)          (572,873)

Cash and cash equivalents, beginning of period                  991,472         1,530,643            90,727          1,213,052
                                                         ---------------    --------------    --------------    ---------------
Cash and cash equivalents, end of period                 $       43,025     $     640,179     $      43,025     $      640,179
                                                         ===============    ==============    ==============    ===============
</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 quarter ended
October 30, 1999 and October 31, 1998 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 October 30, 1999 and October
31, 1998, 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>
                                                   October 30,                       April 30,
                                                      1999                             1999
                                             ----------------------------------------------------------
<S>                                          <C>                             <C>
 Production materials                              $       1,220,561               $         1,466,235
 Work in process                                              54,663                           111,568
 Finished goods                                            1,074,196                         1,080,985
                                             ------------------------        --------------------------
                                                   $       2,349,420               $         2,658,788
                                             ========================        ==========================
</TABLE>

4.          SIGNIFICANT CUSTOMERS AND CONCENTRATION OF RISK
The fiscal quarter October 30, 1999 includes sales of $404,000 and $344,000
representing 26% and 22% of total revenues to two unrelated third party domestic
corporations. On a fiscal year to date basis, sales to these corporations
totaled $1,117,000 and $421,000 representing 34% and 13% 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.
The Company is in compliance with all of the terms and conditions of its Plan of
Reorganization. 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. 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 ChanlComm(R)
product will begin generating more significant 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, spending levels have declined sharply. Further, the Company anticipates
a significant reduction in legal and professional fees from that of the previous
fiscal year.

SUBSEQUENT EVENT - 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. Absent a return to profitability or the receipt of
additional capital, FastComm is unlikely to be able to operate and meet its
obligations throughout fiscal year 2000.





                                       7
<PAGE>   8




RESULTS OF OPERATIONS

REVENUE

<TABLE>
<CAPTION>
          Fiscal quarter ended                         Two fiscal quarters ended
---------------------------------------        ----------------------------------------
   October 30             October 31               October 30             October 31
      1999                   1998                     1999                   1998
----------------      -----------------        ------------------      ----------------
<S>                      <C>                      <C>                    <C>
   $1,568,651             $1,205,474               $3,316,108             $2,335,349
</TABLE>

Total revenues decreased $178,000 (10%) compared with that of the previous
quarter and increased $363,000 (30%) 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 offset by the initial shipments of GlobalStack and
MetroLan products. The increase in the current quarter in comparison with that
of the corresponding quarter of the previous fiscal year is primarily
attributable to an increase in unit sales of data frame relay access devices and
the initial shipments of GlobalStack and MetroLan products.

On a fiscal year basis, total revenue increased $981,000 compared with that of
the corresponding period of the previous fiscal year. This 42% increase is
primarily attributable to an increase in unit sales of data frame relay access
products, an increase in unit sales of the Quick product line and to revenue
associated with the initial shipments of the GlobalStack and MetroLan product
lines.

The fiscal quarter October 30, 1999 includes sales of $404,000 and $344,000
representing 26% and 22% of total revenues to two unrelated third party domestic
corporations. On a fiscal year to date basis, sales to these corporations
totaled $1,117,000 and $421,000 representing 34% and 13% 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                                Two fiscal quarters ended
                     ---------------------------------------------------   -----------------------------------------------------
                          October 30                   October 31                  October 30                   October 31
                             1999                        1998                        1999                          1998
                     ---------------------      ------------------------   --------------------------      ---------------------
<S>                      <C>                       <C>                          <C>                              <C>
Cost of sales             $       837,072           $           536,191          $         1,616,747              $   1,148,032

Gross margin                          47%                           56%                          51%                        51%
</TABLE>

Gross margin on product sales approximated 56% on both a current quarter and
fiscal year to date basis. During the current fiscal quarter, the Company
discontinued its data compression and data controller product lines, and
accordingly increased its reserve for inventory obsolescence by $150,000. This
increase reduced gross margin by 9% and 5% respectively on a current quarter and
fiscal year to date basis.

SELLING AND GENERAL AND ADMINISTRATIVE EXPENSES

<TABLE>
<CAPTION>
          Fiscal quarter ended                   Two fiscal quarters ended
---------------------------------------    -------------------------------------
   October 30             October 31           October 30          October 31
      1999                   1998                 1999                1998
----------------      -----------------    -----------------    ----------------
<S>                    <C>                  <C>                  <C>
  $   1,048,709         $   1,171,876        $    2,028,903       $   2,741,714
</TABLE>

Selling, general and administrative expenses decreased $123,000 or (11%) when
compared with that of the corresponding quarter in the previous fiscal year.
This decrease is primarily attributable to reduced salary and benefit costs
associated with a decline in headcount ($172,000); reduced costs associated with
bad debts



                                       8
<PAGE>   9

($28,000) offset by increased advertising costs ($55,000) and increased investor
relations costs associated with the Company's annual shareholders meeting
($26,000).

On a fiscal year to date basis, selling, general and administrative expenses
decreased $713,000 or (26%) 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 ($388,000);
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 ($102,000); and increased investor relations costs
associated with the Company's annual shareholders meeting ($26,000).

RESEARCH AND DEVELOPMENT EXPENSES

<TABLE>
<CAPTION>
          Fiscal quarter ended                         Two fiscal quarters ended
---------------------------------------        ----------------------------------------
   October 30             October 31               October 30             October 31
      1999                   1998                     1999                   1998
----------------      -----------------        ------------------      ----------------
 <S>                    <C>                     <C>                     <C>
  $    702,623           $    652,667            $     1,284,200         $   1,355,123
</TABLE>

Research and development expenditures consist primarily of hardware and software
engineering, personnel expenses, subcontracting costs, equipment, prototypes and
facilities. The increase in such 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 two fiscal quarters ended October
31, 1998 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 $79,000 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                    Two fiscal quarters ended
-------------------------------------     ---------------------------------------
   October 30           October 31            October 30            October 31
      1999                 1998                  1999                  1998
----------------    -----------------     ------------------     ----------------
<S>                   <C>                   <C>                   <C>
   $   172,680         $    114,444          $    327,780          $    229,631
</TABLE>

The increase in depreciation and amortization is primarily attributable
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 October 31, 1998, the Company incurred $217,000 in
expenses associated with its reorganization under Chapter 11. During the two
fiscal quarters ended October 31, 1998, these costs totaled $327,000. 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 will not recur.

LIQUIDITY AND CAPITAL RESOURCES

At October 30, 1999, the Company had $43,000 in cash. During the current fiscal
quarter, working capital decreased from $2.5 million at July 31, 1999 to $1.3
million at October 30, 1999. At October 30, 1999, the Company had a current
ratio of 1.5 to one.

SUBSEQUENT EVENT - 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").



                                       9
<PAGE>   10

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. These funds will be used for working
capital and research and development purposes.

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.

When and if exercised, the 3,173,945 unexercised warrants associated with this
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 would generate a maximum of
$6,144,000 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 other financing arrangements, or that, if
concluded, they will be on terms favorable to the Company

SECOND FISCAL QUARTER OF  2000 COMPARED TO SECOND FISCAL QUARTER OF 1999
The Company used $755,000 in cash from operations during the quarter ended
October 30, 1999. This compares favorably to $856,000 in cash used by operations
during the corresponding quarter of the previous fiscal year. This $101,000
decline is primarily attributable to a $249,000 reduction in the net loss for
the quarter and reduced payments to vendors offset by increased accounts
receivable balances.

The Company purchased $227,000 in fixed assets during the current fiscal
quarter. The majority of these purchases will be utilized for hardware and
software development.

TWO FISCAL QUARTERS ENDED OCTOBER 30, 1999 COMPARED TO TWO FISCAL QUARTERS ENDED
OCTOBER 31, 1998
The Company used $1,058,000 in cash from operations during the two fiscal
quarters ended October 30, 1999. 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 $388,000 in fixed assets during the two fiscal quarters
ended October 30, 1999. The majority of these purchases will be 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.

ACCOUNTS RECEIVABLE
The Company's accounts receivable balance increased $149,000 in the current
fiscal quarter and $321,000 on a fiscal year to date basis.

INVENTORIES
During the current fiscal quarter, the Company disposed of $238,000 in unusable
inventory and recorded a charge against its reserve for inventory obsolescence.
Also during the current fiscal quarter, the Company discontinued its data
compression and data controller product lines, and accordingly increased its
reserve for inventory obsolescence $150,000. The Company's reserve for inventory
obsolescence totals $1,361,000. 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 decreased $996,000 in the current fiscal quarter and
$408,000 on a fiscal year to date basis. This decrease is attributable to the
net losses incurred offset by the $1 million private placement and proceeds from
the exercise of common stock warrants and options.



                                       10
<PAGE>   11

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 has reviewed its internal systems and has 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. Accordingly, the Company has determined that its estimated
costs related to the Year 2000 issue are not anticipated to be material to the
Company's business, operations or financial condition.

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 with the
Securities and Exchange Commission (SEC) arising out of the five-year old
investigation of the Company by the SEC. Without admitting or denying the
allegations in the Complaints filed by the SEC, the Company consented to the
entry of a final Judgment which enjoins it from violations of Sections 10(b),
13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934.
Without admitting or denying the allegations, Messrs. Madsen and Rafferty each
agreed to consent to the entry of an Order to cease and desist committing or
causing any violations or any future violations of Sections 13(a), 13(b)(2)(A)
and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13 promulgated
thereunder. Mr. Rafferty also agreed to cease and desist from committing or
causing any violations or any future violations of Rule 13a-1 promulgated under
the Exchange Act.

On March 30, 1999, the Company's Plan of Reorganization was approved by the
Bankruptcy Court and the Company emerged from Bankruptcy protection. The Company
has been operating pursuant to this Plan since that date. 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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                                   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.




FASTCOMM COMMUNICATIONS CORPORATION
                                               (Registrant)







                                                     /s/ Peter C. Madsen
Date: December 14, 1999                        By:
Peter C. Madsen                                    ---------------------------
President,  Chief Executive Officer
and Chairman of the Board of Directors
 (Principal Executive Officer)






                                                     /s/ Mark H. Rafferty
Date: December 14, 1999                        By:
Mark H. Rafferty                                   ---------------------------
Vice President, Chief Financial Officer
Treasurer  and Director
(Principal Financial and Accounting Officer)




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