<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1998

                        Commission file number is 0-27604

                            PICK COMMUNICATIONS CORP.
                            -------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Nevada                                         75-2107261
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
Incorporation or jurisdiction)

155 Route 46 West, Wayne, New Jersey                       07470
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:   (973) 812-7425

Securities registered under Section 12(b) of the Exchange Act: None Securities
registered under Section 12(g) of the Exchange Act:

                         Common Stock. $0.001 par value

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 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. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]

The aggregate market value of the 18,985,662 shares of voting stock held by
non-affiliates of the Registrant as of April 14, 1999 was $35,598,116 (assuming
solely for purposes of this calculation that all directors, officers and greater
than 5% stockholders of the Registrant are "affiliates").

The number of shares outstanding of the Registrant's Common Stock, par value
$0.001 per share, as of April 14, 1999, was 43,367,335.

Documents incorporated by reference: None.

Explanatory Note: This amendment is being filed to include Exhibits 23.1 and
23.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1998.

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                                     PART IV

Item 14: Exhibits, Financial Statement Schedules and Reports of Form 8-K.

(a) 1.  Financial Statements                                              Page
------  --------------------                                              ----

Reports of Certified Public Accountants                                   F-1

Consolidated Balance Sheets at December 31, 1998 and 1997                 F-3

Consolidated Statements of Operations for the Years Ended
         December 31, 1998, 1997 and 1996                                 F-4

Consolidated Statement of Stockholders' Equity for the Years Ended
         December 31, 1998, 1997 and 1996                                 F-5

Consolidated Statements of Cash Flows for the Years Ended
         December 31, 1998, 1997 and 1996                                 F-6

Notes to Consolidated Financial Statements                                F-8









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(a) 3. Exhibits
---------------

3.1      Amended Articles of Incorporation (1)
3.2.     By-Laws(2)
4.1      Form of Warrant Agreement between Registrant and certain
         holders of warrants(3) 
4.2      Form of Note issued by the Registrant to the Noteholders in the July
         Bridge Loan
4.3      Form of Note issued by the Registrant to the Noteholders in the July
         Bridge Loan, as amended
4.4      Form of Warrant issued by the Registrant to the Noteholders in the July
         Bridge Loan
4.5      Form of Warrant issued by the Registrant to the Noteholders in the July
         Bridge Loan as amended 10.1 Distributor Agreement, dated February 11,
         1988, between the Registrant and Blackstone Calling Card. Inc. (the
         "Blackstone Agreement") (3)
10.2     Amendment dated April 13, 1998 to the Blackstone Agreement (3)
10.3     Amendment dated April 27, 1998 to the Blackstone Agreement (3)
10.4     Reciprocal Telecommunications Agreement, dated December 4, 1997, 
         between Pick Net, Inc, and Gulfsat Communications Company (the 
         "Gulfsat Agreement") (3)
10.5     Amendment, dated March 7, 1998, to the Gulfsat Agreement (3)
10.6     Promissory Note, dated April 2, 1998, between the Registrant and
         Wolfson Equities (3)
10.7     Letter Agreement, dated April 2, 1998, between the Registrant and
         Wolfson Equities (3)
10.8     Reciprocal Telecommunications Agreement, dated November 11, 1996
         between Pick Net, Inc. and IDT Corporation (the "IDT Agreement") (3)
10.9     Amendment, dated November 11, 1996, to the IDT Agreement (3)
10.10    Promissory Note, dated February 12, 1998 between Pick Net, Inc. and IDT
         Corporation (3)
10.11    Form of Lease Agreement between Telecommunications Finance Group and
         PICK Communications, Corp. (3)
10.12    Employment Agreement, dated September 28, 1998 between Diego Leiva and
         the Registrant.
21.1     Subsidiaries of the Registrant (1)
23.1     Consent of Durland & Company, CPAs, P.A.*
23.2     Consent of Goldstein Golub Kessler LLP*
27.1     Financial Data Schedule

------------------------
*Filed with this Amendment.

-------------------------
(1)      Incorporated herein by reference from Exhibits to Registrant's Annual
         Report on Form 10-K for the year ended December 31, 1996.
(2)      Incorporated herein by reference from Exhibits to Registrant's Form 10.
(3)      Incorporated herein by reference from Exhibits to Registrant's Annual
         Report on Form 10-K for the year ended December 31, 1997.

(b) Reports on Form 8-K
-----------------------

         The Company filed a Current Report on Form 8-K on September 16, 1998
reporting an event under Item 4.

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                                   SIGNATURES

Pursuant to the requirements of Section l3 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.


                                          PICK COMMUNICATIONS CORP.


Dated: May 11, 1999                       By  /s/ Diego Leiva       
                                              -----------------------------
                                              Diego Leiva,
                                              Chairman of the Board


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant in the
capacities and on the dates stated:

Signature                Title                                    Date

/s/ Diego Leiva          Chairman of the Board and Director       May 11, 1999
----------------------
Diego Leiva             

/s/ Thomas M. Malone     Chief Executive Officer (Principal       May 11, 1999
----------------------   Executive Officer)
Thomas M. Malone        

/s/ James H. Season      Vice President and Chief Financial       May 11, 1999
----------------------   Officer (Principal Financial Officer)
James H. Season         

/s/ Robert R. Sams       Director 
----------------------                                            May 11, 1999
Robert R. Sams

/s/ Ricardo Maranon      Director                                 May 11, 1999
----------------------
Ricardo Maranon

                         Director                                 May 11, 1999
----------------------
John Tydeman

/s/ Alberto M. Delgado   Director                                 May 11, 1999
----------------------
Alberto M. Delgado






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