8-K, 1999-12-13
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                             Washington, DC 20549

                                   FORM 8-K
                                CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

                   Date of Report (Date of earliest reported)

                               December 13, 1999

                           Virtual Communities, Inc.
             (Exact name of registrant as specified in its chapter)

                 (State or other jurisdiction of incorporation)

                            (Commission File Number)

                       (IRS Employer Identification No.)

                            589 8th Avenue 7th Floor
                            New York, New York 10018
                    (Address of principal executive offices)

                                   (Zip Code)

                                 (212) 931 8600

              (Registrant's telephone number, including area code)

         (Former name or former address, if changed since last report)

Item 5. Other Events.

The information set forth in the press release issued by Virtual Communities,
Inc., dated December 13, 1999 and attached hereto as Exhibit 99.1, is
incorporated herein by reference thereto.

Item 7. Exhibits.

(a)  Financial Statements of business acquired: Not applicable.

(b)  Pro Forma financial information: Not applicable.

(c)   Exhibit:

     99.1 Press Release, dated December 13, 1999


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


<S>                                             <C>
Date:      December 13, 1999                     By:       /s/ Avi Moskowitz
         ---------------------------                   -----------------------------------
                                                                 Avi Moskowitz,
                                                                 President and Chief
                                                                 Executive Officer


                                                                    Exhibit 99.1

CONTACT:         Amy Wasserman, Director of Communications
                 (212) 931-8600 x 965
                 [email protected]

KCSA INVESTOR:   Paul Holm/Mark Schwartz
                 (212) 682-6300, ext. 201/220
                 [email protected]/[email protected]

                                                           FOR IMMEDIATE RELEASE

                 Virtual Communities Inc. Announces Financing

NEW YORK, N.Y., December 13, 1999 -- Virtual Communities Inc. (NASDAQ: VCIX)
announced today a private placement offering of up to $5 million in restricted
common stock and warrants to accredited investors.  The first tranche of this
private placement is expected to close today under which VCI expects to receive
approximately $1 million in gross proceeds.

VCI expects to use the proceeds of this offering to further grow its online
communities development business. VCI markets its proprietary Community
Management Solution (CMS) to organizations interested in building their own web-
based communities.

The restricted equity securities issued in the first tranche of the private
placement are expected to be constituted of 400,000 shares of restricted common
stock and warrants exercisable for 40,000 shares of common stock.  The warrants
become exercisable six months from the date of issuance.  The private placement
investors have agreed to a six month lock up period from the date of issuance of
the restricted securities, after which time the Company has provided certain
registration rights to permit public trading of the common stock and shares of
common stock underlying the warrants.

VCI has not used an underwriter for the private placement, however, a placement
agent has been engaged by VCI.  Fees and expenses incurred in connection with
the private placement are expected to equal approximately 5% of the aggregate
proceeds raised.  The company expects the balance of the private placement
closings after the first tranche to close during the first quarter of 2000,
however, there can be no assurance in this regard.

The securities offered under the private placement have not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States, or any other jurisdiction absent registration or an
applicable exemption from registration requirements.

Statements in this release which are not historical facts are "forward looking"
statements and "safe harbor statements" under the Private Securities Litigation
Reform Act of 1995 that involve risks and/or uncertainties, including risks
and/or uncertainties as described in VCI's and HDG's filings with the Securities
and Exchange Commission.

                                     # # #

For Additional Information visit the Virtual Communities Inc. Web Site at

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