INDEX TO FINANCIAL STATEMENTS

                                                                         Page

Report of Independent Auditors.........................................  F-1

Consolidated   Balance   Sheets........................................  F-2

Consolidated    Statements   of  Operations............................   F-3

Consolidated  Statements   of   Stockholders' Equity...................   F-4

Consolidated  Statements of Cash  Flows................................   F-5

Notes  to   Consolidated Financial Statements..........................   F-7





































<PAGE>











                         REPORT OF INDEPENDENT AUDITORS




To:    The Board of Directors
       PICK Communications Corp.
       Mountain Lakes, New Jersey

We have audited the accompanying  balance sheets of PICK  Communications  Corp.,
(the  "Company")  as of  December  31,  1994,  1995  and  1996  and the  related
statements of  operations,  stockholders'  equity and cash flows for each of the
three years in the period ended December 31, 1996.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of PICK  Communications  Corp. at
December 31, 1994,  1995 and 1996 and the results of its operations and its cash
flows for each of the three  years in the  period  ended  December  31,  1996 in
conformity with generally accepted
accounting principles.








                                     
Durland & Company, CPAs, P.A.




Palm Beach, Florida
March 7, 1997, except to Note 17, as to which the date is March 30, 1997.





                                       F-1


<PAGE>

<TABLE>
<CAPTION>


                            PICK Communications Corp.
                           Consolidated Balance Sheets
                                  December 31,
                          ASSETS                                        1994            1995           1996
<S>                                                               <C>             <C>             <C>    

CURRENT ASSETS
    Cash ......................................................   $     17,659         110,715          87,712
    Accounts receivable, net (note 1g) ........................        148,374         824,463         778,180
    Prepaid telephone card inventory (note 1d) ................         47,898         167,091          23,914
    Prepaid telephone time (note 12) ..........................              0         420,000          45,000
    Prepaid advertising (note 12) .............................              0               0       2,458,155
    Prepaid expenses and other current assets .................              0          83,495          37,252
       Total Current Assets ...................................        213,931       1,605,764       3,430,213
                                                                  ------------    ------------    ------------
PROPERTY AND EQUIPMENT
    Furniture and equipment, net (note 1e) ....................        105,904         114,135          90,571
       Total Property and Equipment ...........................                   105,9044,135          90,571
OTHER ASSETS
    Pre-paid cellular patent and rights (note 8) ..............              0         712,500         583,705
    Investment in marketable equity securities (note 6) .......              0          16,625       4,812,660
                                                                  ------------    ------------    ------------
    Total Other Assets ........................................              0         729,125       5,396,365
                                                                  ------------    ------------    ------------
        Total Assets ..........................................   $    319,835       2,449,024       8,917,149
                                                                  ============    ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable (note 5) .................................   $    486,885         191,891       1,072,052
    Direct cost telephone time accrual (note 5) ...............        449,654       1,084,201         316,215
    Pre-paid telephone time liability .........................              0         378,000               0
    Accrued expenses and other current payables ...............              0               0         658,361
    Advances from stockholders ................................          3,035               0          25,152
    Accrued compensation (note 1h) ............................         76,350         145,448          43,698
    Customer deposits (note 1f) ...............................              0               0         300,000
    Reserve for contingent liability (note 14) ................              0               0       1,749,563
    Deferred revenue ..........................................        325,597         805,383       1,667,388
    Line of credit (note 4) ...................................              0               0         750,000
    Current portion of long-term debt .........................              0          75,000               0
                                                                  ------------    ------------    ------------
      Total Current Liabilities ...............................      1,341,521       2,679,923       6,582,429
                                                                  ------------    ------------    ------------
LONG-TERM LIABILITIES
    Due to The Phone Store, Inc. (notes 4, 8) .................              0         400,000               0
                                                                  ------------    ------------    ------------
       Total Long-Term Liabilities ............................              0         400,000               0
                                                                  ------------    ------------    ------------
Total Liabilities .............................................      1,341,521       3,079,923       6,582,429
                                                                  ------------    ------------    ------------
Minority interest in consolidated subsidiary (note 7) .........              0         215,508       1,465,141

                                                                  ------------    ------------    ------------
STOCKHOLDERS' EQUITY
    Common  stock,  no  par  value;  Authorized 1,000,000
    shares;  issued  and outstanding  743,000 at
    December  31, 1994:  par value $.002;  Authorized
    50,000,000    shares;  issued   40,542,516 
    at December 31, 1995, 43,697,516 issued and 43,217,516 out-
    standing at December 31, 1996 (note 2) ....................         53,545          81,085          87,395
    Additional paid in capital in excess of par (note 2) ......              0       2,018,780       6,399,720
    Stock subscription receivable (note 2) ....................              0        (800,000)       (600,000)
    Less: Treasury stock (note 2) .............................              0               0        (602,089)
    Marketable equity securities valuation reserve (note 6) ...              0               0      (3,904,965)
    Retained earnings (deficit) ...............................     (1,075,231)     (2,146,272)       (510,482)
                                                                  ------------    ------------    ------------
Total Stockholders' Equity ....................................     (1,021,686)       (846,407)        869,579
                                                                  ------------    ------------    ------------
Total Liabilities and Stockholders' Equity ....................   $    319,835       2,449,024       8,917,149
                                                                  ============    ============    ============
</TABLE>

The accompanying notes are an integral part of the financial statements.
                                                        F-2


<PAGE>

<TABLE>

<CAPTION>

                            PICK Communications Corp.
                      Consolidated Statements of Operations
                             Year ended December 31,
 
<S>                                                       <C>            <C>            <C>    
 
                                                              1994           1995           1996
                                                          -----------    -----------    -----------
         REVENUES
Sales to related parties (note 5) .....................   $   116,924        361,077        924,839
Sales to others .......................................       412,989      1,203,962        500,501
Sales of long distance services .......................             0              0          4,342
                                                          -----------    -----------    -----------
    Total revenues ....................................       529,913      1,565,039      5,869,682

         COST OF SALES
Cost of sales - related parties (note 5) ..............       542,417        896,264        168,756
Provision for contingent costs (note 14) ..............             0              0      1,749,563
Other cost of sales ...................................       210,929        491,195      6,232,475
                                                          -----------    -----------    -----------
   Total cost of sales ................................       753,346      1,387,459      8,150,794
                                                          -----------    -----------    -----------

   Gross margin .......................................      (223,433)       177,580     (2,281,112)

  Sales- prepaid cellular licenses ....................             0              0      3,650,000

         OPERATING EXPENSES
Sales and marketing - related party (note 5) ..........       144,118         10,541        123,837
Sales and marketing - other ...........................       429,606        246,946        953,929
                                                          -----------    -----------    -----------  

   Total sales and marketing ..........................       573,724        257,487      1,077,766
General and administrative ............................       426,428        873,013      1,473,376
Depreciation ..........................................        11,967         30,475         39,258
Amortization ..........................................             0              0        142,500
Bad debt ..............................................        15,028         42,650        219,746
                                                          -----------    -----------    -----------
   Total operating expenses ...........................     1,027,147      1,203,625      2,952,646
                                                          -----------    -----------    -----------

Loss from operations ..................................    (1,250,580)    (1,026,045)    (1,583,758)
Interest expense ......................................             0         45,033         19,802
                                                          -----------    -----------    -----------

Loss before taxes, minority interest in subsidiary loss
 and gain on sale of marketable equity securities .....    (1,250,580)    (1,071,078)    (1,603,560)
Gain on in-substance defeasance (note 4) ..............             0              0         53,080
Minority interest in subsidiary loss ..................             0             37        260,541
Gain/(loss) on disposal of fixed assets ...............             0              0        (50,271)
Gain/(loss) on sale of marketable equity securities ...             0              0      4,784,000
Provision for deferred income tax/(benefit) ...........             0              0      1,808,000
Provision for current income tax/(benefit) ............             0              0              0
Net income/(loss) .....................................   $(1,250,580)    (1,071,041)     1,635,790
                                                          ===========    ===========    ===========  


Net income/(loss) per share - primary .................   $      --            (0.03)          0.04
                                                          ===========    ===========    ===========


Weighted average shares outstanding (note 1k) .........          --       40,442,516     41,991,502  


Net income/(loss) per share - fully diluted ...........   $      --            (0.03)          0.04
                                                          ===========    ===========    ===========   


Weighted average shares outstanding (note 1k) .........          --       40,442,516     45,251,776
                                                          ===========    ===========    ===========    
</TABLE>

The accompanying notes are an integral part of the financial statements.
                                                        F-3


<PAGE>

<TABLE>
<CAPTION>


                            PICK Communications Corp.
                 Consolidated Statement of Stockholders' Equity
<S>                                  <C>           <C>         <C>           <C>           <C>           <C>           <C>


                                                   Additional        Stock       Mkt Sec                    Retained         Total
                                       Common         Paid in     Subscrip     Valuation      Treasury       Earning   Stockholders
                                        Stock         Capital   Receivable       Reserve         Stock    /(Deficit)        Equity
BALANCE, Jan 1, 1994 ................$  126,000             0            0             0             0      (158,106)      (32,106)
Capital transactions: A) ............   161,000             0            0             0             0             0       161,000
                      B) ............  (333,455)            0            0             0       333,455             0              0
                      C) ............   100,000             0            0             0             0             0       100,000
Net income/(loss) ...................         0             0            0             0             0    (1,250,580)   (1,250,580)
                                     ----------    ----------   ----------    ----------    ----------    ----------    ----------


BALANCE, Dec 31, 1994 ...............    53,545             0            0             0             0    (1,075,231)   (1,021,686)
Capital transactions: D) ............     2,420             0            0             0             0             0         2,420
                      E) ............    (6,080)      238,980            0             0             0             0       232,900
                      F) ............     6,000             0            0             0             0         6,000
                      G) ............     9,000       241,000            0             0             0             0       250,000
                      H) ............     1,000       249,000            0             0             0             0       250,000
                      I) ............     3,000        79,500            0             0             0             0        82,500
                      J) ............       200       212,300            0             0             0             0       212,500
                      K) ............    10,000             0            0             0             0             0        10,000
                      L) ............     2,000       998,000     (800,000)            0             0             0       200,000
Net income/(loss) ...................         0             0            0             0             0    (1,071,041)   (1,071,041)
                                     ----------    ----------   ----------    ----------    ----------    ----------    ----------
BALANCE, Dec 31, 1995 ...............    81,085     2,018,780     (800,000)            0             0    (2,146,272)     (846,407)
                      M) ............       500       249,500     (125,000)            0             0             0       125,000
                      N) ............     2,300     2,697,700            0             0             0             0     2,700,000
                      O) ............     2,500     1,272,500            0             0             0             0     1,275,000
                      P) ............         0             0            0             0       (29,500)            0       (29,500)
                      Q) ............         0             0            0             0      (572,589)            0      (572,589)
                      R) ............       100        49,900            0             0             0             0        50,000
                      S) ............         0             0      325,000             0             0             0       325,000
                      T) ............       910       111,340            0             0             0             0       112,250
Mkt eqty sec valuation allow ........         0             0            0    (3,904,965)            0             0    (3,904,965)
Net income/(loss) ...................         0             0            0             0             0     1,635,790     1,635,790
                                     ----------    ----------   ----------    ----------    ----------    ----------    ----------
BALANCE, Dec 31, 1996 $ .............    87,395     6,399,720     (600,000)   (3,904,965)     (602,089)     (510,482)      869,579
<FN>

A) Throughout 1994; 623,000 shares of common stock; conversion of debt by stockholder to equity.
B) August 1994; 0 shares of common stock; capitalization of undistributed loss at conversion from S corp to C corp.
C) August 1994; 20,000 shares of common stock; telephone switch equipment and tariffs valued at $100,000.
D) January 1995 through July 1995; 242,000 shares of common stock; services valued at $0.01 per share, totalling
$2,420.
E) September 12, 1995; 16,665,000 shares of common stock exchanged for 100% of the issued and outstanding common
stock of Public
Info/Comm Kiosk, Inc, accounted for as a reorganization of PICK, Inc., also reflects 8,277,516 shares outstanding
of PICK Communications
     Corp. common stock at time of reorganization. The Company had 24,942,516 shares outstanding subsequent to
this reorganization.
F) September 12, 1995; 3,000,000 shares of common stock, 1,000,000 shares of Foxwedge, Inc. common stock.
G) September 12, 1995; 4,500,000 shares of common stock, $250,000 in cash, with a formerly unrelated party, which
subsequently became
     related through a common director.
H) September 12, 1995; 500,000 shares of common stock, conversion of note payable exchanged for $250,000 cash,
pursuant to the original
     terms of the note payable.
I)  September 12, 1995; 1,500,000 shares of common stock, $82,500 cash received from officer.
J)  October 20, 1995; 100,000 shares of common stock, prepaid cellular patent and rights valued at $212,500.
K) October 1995; 5,000,000 shares of common stock, 5,000,000 shares of Firenze, Ltd. restricted common stock.
L) Nov 1995 through Dec 1995; 1,000,000 shares of common stock, $200,000 cash, $800,000 in subscriptions
receivable.
M) January 1996; 250,000 shares of common stock; $125,000 in cash and $125,000 in stock subscription receivable.
N) January 1996; 1,150,000 shares of common stock; $3 million in prepaid advertising valued at $2,700,000.
O) Jan 1996; 1,250,000 shares of common stk; 500,000 shares of Ultimistics Inc. common stk valued at $1,275,000.
P) June 1996; 230,000 shares of common stock; acquired for $29,500 as treasury stock.
Q) July 1996; 250,000 shares of common stock; treasury stock in exchange for $15,000, prepaid advertising and
calling cards.
R) July 1996; 50,000 shares of common stock; converted $50,000 owed for legal services.
S) Throughout 1996; 0 shares of common stock; receipt of stock subscriptions receivable.
T) December 1996; 455,000 shares of common stock; conversion of $100,000 salary payable to officer and$12,250
other employees services.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                                        F-4


<PAGE>

<TABLE>
<CAPTION>


                            PICK Communications Corp.
                      Consolidated Statements of Cash Flows
                             Year ended December 31,
<S>                                                                             <C>            <C>            <C>

                                                                                   1994           1995           1996
                                                                                -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) ..............................................................$(1,250,580)    (1,071,041)     1,635,790
Adjustments to reconcile net loss to net cash used for operating activities:
 Non-cash revenues-prepaid cellar license revenue ..............................          0              0     (3,650,000)
 Non-cash gain on sale marketable securities ...................................          0              0     (4,784,000)
 Non-cash gain on in-substance defeasance ......................................          0              0        (53,080)
 Non-cash expenses - prepaid advertising .......................................          0              0        256,845
 Stock issued for services .....................................................          0          2,420         62,250
 Stock issued for accrued salary ...............................................          0              0        100,000
 Depreciation and amortization .................................................     11,967         30,475        181,758
 Write off of fixed assets at book value .......................................          0              0         50,271
 Minority interest in subsidiary income/(loss) .................................          0              0       (260,541)
 Provision for deferred income taxes ...........................................          0              0      1,808,000
 Bad debt expense ..............................................................     15,028         42,650        219,746
 Provision for contingent liabilities ..........................................          0              0      1,749,563
Changes in operating assets and liabilities:
  (Increase)/decrease in accounts receivable ...................................   (157,386)      (693,856)      (163,490)
  (Increase)/decrease in prepaid telephone card inventory ......................    (47,898)      (119,193)       143,177
  (Increase)/decrease in prepaid and other current assets ......................          0       (503,495)        32,539
   Increase/(decrease) in accounts payable (note 5) ............................    486,885       (294,994)       880,161
   Increase/(decrease) in direct cost telephone time accrual (note 5) ..........    449,654        634,547       (767,986)
   Increase/(decrease) in prepaid telephone time liability .....................          0        378,000       (378,000)
   Increase/(decrease) in accrued expenses .....................................     (7,563)        69,098        556,611
   Increase/(decrease) in accrued compensation (note 1h) .......................     76,350              0          1,750
   Increase/(decrease) in customer deposits ....................................          0              0        300,000
   Increase/(decrease) in deferred revenue .....................................    325,597        479,786        862,005
                                                                                -----------    -----------    -----------
Net cash (used)/provided by operating activities ...............................    (97,946)    (1,045,603)    (1,218,381)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in debt securities ..................................................          0              0       (371,920)
Purchase of fixed assets .......................................................     (2,848)       (38,706)       (65,966)
                                                                                -----------    -----------    -----------
Net cash (used)/provided by investing activities ...............................     (2,848)       (38,706)      (437,886)
                                                                                -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash ...................................................          0      1,015,400        250,000
Common stock issued for cash by subsidiary .....................................          0              0        527,612
Acquisition of treasury stock ..................................................          0              0        (44,500)
Payments received on stock subscriptions receivable ............................          0              0        200,000
Funds advanced on third-party debt .............................................          0        250,000        750,000
Payments on third-party debt ...................................................          0        (85,000)       (75,000)
Payments on stockholder advances ...............................................     (2,500)        (3,035)       (50,000)
Funds advanced by stockholder ..................................................    114,500              0         75,152
Net cash provided/(used) by financing activities ...............................    112,000      1,177,365      1,633,264
                                                                                -----------    -----------    -----------
Net increase/(decrease) in cash ................................................     11,206         93,056        (23,003)

CASH, beginning of period ......................................................      6,453         17,659        110,715

CASH, end of period ............................................................$    17,659        110,715         87,712
                                                                                ===========    ===========    ===========
</TABLE>

 The accompanying notes are an integral part of the financial statements.
                                                        F-5




<PAGE>

<TABLE>
<CAPTION>


                            PICK Communications Corp.
                Consolidated Statements of Cash Flows, continued
                             Year ended December 31,
<S>                                                                 <C>                <C>                 <C>
     
                                                                      1994                  1995                 1996
                                                                  ----------           ----------            ----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Noncash financing activities:
     Stock issued for investment in marketable equity securities   $       0               16,000             1,275,000
                                                                   =========            =========            ==========
     Stock issued to retire note payable .......................   $ 161,000              250,000                     0
                                                                   =========            =========            ==========
     Stock issued to acquire fixed assets ......................   $ 100,000                    0                     0
                                                                   =========            =========            ==========
     Stock issued to acquire intangible assets .................   $       0              212,500                     0
                                                                   =========            =========            ==========
     Stock issued for subscription receivable ..................   $       0              882,500               125,000
                                                                   =========            =========            ==========
     Stock issued to acquire prepaid advertising ...............   $       0                    0             2,700,000
                                                                   =========            =========            ==========
     Prepaid advertising and telephone cards exchanged for
          treasury stock .......................................   $       0                    0               557,589
                                                                   =========            =========            ==========
     Insubstance defeasance ....................................   $       0                    0               425,000   
                                                                   =========            =========            ==========



















</TABLE>













The accompanying notes are an integral part of the financial statements.
                                                        F-6


<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles
    Organization   PICK   Communications   Corp.,   ("the   Company")  was   
         incorporated  in  the  State  of  Utah on April 30,
         1984, as S.T.V.,  Inc., changing its name to Adolphus Companies,  Inc.,
         in February 1986, then to Prime  International  Products,  Inc., in May
         1988, and then to PICK Communications  Corp. In 1995. In December 1987,
         the Company  acquired  American  Italian Food Processing Co., Inc. in a
         stock for stock exchange.  All operations  ceased in 1990. On September
         12, 1995, the Company acquired Public Info/Comm Kiosk, Inc. ("PICK") in
         a stock for stock  exchange and  currently  conducts  business from its
         headquarters in Wayne, NJ.

         PICK was  incorporated in the State of New Jersey on August 6, 1992. It
         was inactive  until  January  1993,  when the founder began funding the
         operations  of the Company.  PICK operated in 1993, as an agent for the
         sale of long distance services.  In 1994, the founder  investigated the
         pre-paid  telephone  card  industry and  discovered  a potential  niche
         market. PICK began selling its own brand of card in August 1994. PICK's
         target market is primarily  Hispanics  located in New York, New Jersey,
         South Florida, California and Texas.

         The  financial   statements  have  been  prepared  in  conformity  with
         generally accepted  accounting  principles.  In preparing the financial
         statements,  management is required to make  estimates and  assumptions
         that affect the reported  amounts of assets and  liabilities  as of the
         dates  of the  statements  of  financial  condition  and  revenues  and
         expenses for the years then ended.  The  following  summarize  the more
         significant  accounting  and  reporting  policies and  practices of the
         Company:

    a)  Basis  of  presentation  The  financial   statements   reflect  the 
         financial   position  and  results  of operations of PICK,
         Inc.,  prior to the  acquisition by the Company,  and on a consolidated
         basis subsequent to the acquisition. The acquisition has been accounted
         for as a recapitalization of Public Info/Comm Kiosk, Inc.

   b)  Basis  of   consolidation   The   consolidated   financial   statements 
         include   the   accounts   of  the Company and its
         subsidiaries.  Minority  interest  represents  minority  shareholders'
         proportionate  share of the equity and
         earnings/loss   of  PCT  Prepaid   Telephone,   Inc.   ("PCT").   
         Intercompany   transactions   have  been          eliminated.

    c)  Revenue   recognition   For  debit  cards  sales,   the  Company   
         recognizes   revenues  at  the  time  it provides the telephone
         services associated with its cards. It defers revenue until then, based
         on customer  patterns of usage,  and recognizes the cost of the carrier
         telephone  traffic based on minutes used,  which are also recognized in
         revenue. All other direct costs, (non-traffic costs representing design
         royaties,  printing,   fullfillment,   sales  commissions,  etc.),  are
         recognized  as  upfront  costs  when  the  initial  sales  are  made to
         distributors.  The Company  anticipates that  substantially  all of the
         telephone  time  associated  with the debit  cards  will be used by its
         customers.  The Company  does not have a written  returns  policy,  but
         consider sales returns on a case by case basis.

         For bulk long distance time sales, the Company  recognizes  revenue and
         the related expenses at the time the service is provided as reported by
         the switch.

     d)  Prepaid   telephone  card   inventory  Card  inventory  is  composed 
         of  costs  to  provide   unactivated cards to the
         fulfillment company,  which include printing and freight, and is valued
         at the lower of cost or market.  Inventory is relieved,  and charged to
         cost of sales,  when activated cards are shipped from the  fullfillment
         company to the wholesale purchaser.

     e)  Fixed  assets  Fixed  assets  are  stated  at cost.  Depreciation  is 
         computed  using  the  straight-line method over the
         estimated  useful  lives  of  the  assets,   generally  3,  5  and  7 
         years.   Depreciation  expense  was $11,967, $30,475 and
         $39,258 for the years ended December 31, 1994, 1995 and 1996.

      f)  Concentration  of  credit  risk  In  1994,  one  customer   accounted
         for   approximately  6%  of  sales and approximately
         3%  of  accounts   receivable   at   December   31,   1994.   In  
         1995,   one   customer   accounted   for  approximately 35%
                                       F-7


<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(1) Summary of significant accounting principles, continued
   f)   Concentration   of  credit   risk,   continued   of  gross   sales  and
         approximately   74%  of  accounts receivable at December
         31,  1995.  Approximately  75% of the  sales to this  customer  came in
         December 1995. Two other customers  accounted for  approximately 5% and
         15% of gross sales in 1995, and approximately 8.5% and 2.5% of accounts
         receivable at December 31, 1995. In 1996, four customers  accounted for
         25.4%, 9%, 3.1% and 1.5%
         of sales and 13.1%,  8.2%,  6.8% and 8.3% of accounts  receivable.  One
         other  customer  accounted  for 36% of  sales  and  29.5%  of  accounts
         receivable,  against  which  the  Company  holds a  deposit  from  this
         customer equalling 82% of the receivable. The Company performs periodic
         credit  evaluations  of its  customers,  but generally does not require
         collateral.

    g)  Accounts   receivable   The  Company   provides   credit  for  open   
         accounts  in  the  normal  course  of business. As of the
         date of these  statements,  the Company has  established  a reserve for
         doubtful  accounts  of  approximately  24.5%  of  outstanding  accounts
         receivable, or 4.3% of sales. The reserve amounts at December 31, 1994,
         1995 and 1996 were $15,028 , $42,650 and $252,424. Bad debt expense was
         $15,028,  $42,650 and $219,746  for the years ended  December 31, 1994,
         1995 and 1996, respectively.

    h)  Accrued   compensation   Accrued   compensation   at   December   31, 
         1994  and  1995  is   composed   of compensation
         accrued,  but not yet paid to the  President  of the  Company.  Accrued
         compensation at December 31, 1996 is composed of compensation  accrued,
         but not yet paid to several other officers of the Company.

    i)  Valuation  of  intangibles  Intangible  assets  are  valued  at cost 
         and  amortized  over  their  estimated remaining useful
         lives.  The Company did not amortize the pre-paid  cellular  patent and
         rights in 1995,  as the  intangible  was  acquired  near the end of the
         year, and the Company was not in a position to begin  commercialization
         development until the beginning of 1996. The Company is amortizing this
         intangible over five years.  Amortization expense was $142,500 in 1996.

    j)  Income  taxes  Deferred  income  taxes  are  provided  on  elements  of
         income  that  are  recognized  for income tax
         purposes  in  periods  different  than such  items are  recognized  for
         financial accounting purposes. SFAS 109 requires companies to take into
         account  changes  in tax rates when  valuing  the  deferred  income tax
         amounts carried on their Balance Sheets (the "Liability  Method").  The
         Company  adopted  SFAS 109  effective  with the  conversion  from Sub-S
         status on August 1, 1994. Accordingly, PICK's operating losses prior to
         this termination were passed through to its  stockholders.  The Company
         had a  deferred  tax asset of  $417,000,  $844,000  and  $1,484,000  at
         December  31,  1994,  1995 and 1996.  The  Company  has  established  a
         valuation reserve in the amount of $417,000, $844,000 and $1,484,000 at
         December 31, 1994,  1995 and 1996.  This deferred tax asset is composed
         of  the  tax  benefit  of net  operating  loss  carryforwards  totaling
         $1,042,125,  $2,110,746 and  $3,711,497 at December 31, 1994,  1995 and
         1996,  which  expire  $1,042,125  in  2009,   $1,068,621  in  2010  and
         $1,600,751  in 2011.  The tax  benefit is  comprised  of  approximately
         $354,000,  $717,600 and  $1,261,900 in federal tax benefit and $63,000,
         $126,400 and  $222,100 in state tax benefit at December 31, 1994,  1995
         and 1996. Any income tax benefits  related to the  differences  between
         methods of depreciation is de minimis.

    k)  Net   income/(loss)   per   share   Income/(loss)   per   share   is  
         computed   by   dividing   the   net income/(loss) by the
         weighted average number of common shares outstanding during the period,
         less the  80,000  shares in escrow for TPSI and the  600,000  shares in
         escrow for the subscription receivable.

(2)   Stockholders'    equity   The   Company   has   authorized    50,000,000 
         shares   of   $0.002   par   value common stock. In 
         August  1995,  the Company had 277,516  shares  outstanding.  In August
         1995, the Company completed a Regulation D Rule 504 private offering in
         which the Company issued  8,000,000  shares in exchange for $232,650 in
         cash, net of offering expenses of $7,350.

                                       F-8


<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(2)   Stockholders'   equity,   continued   PICK  had  authorized   1,000,000 
         shares  of  no  par  common  stock. In January 1995,
         PICK  issued  100,000  shares  in  exchange  for  $1,000.  At the  end
         of  1993,  the  President  of  PICK contributed  his compensation   to 
         PICK,   by  way  of  waiving  the   compensation   accrued.   During 
         1994,   the President had loaned   $161,000  to  PICK,   which  he  
         exchanged  for  623,000  shares  of  common  stock.   In  August
         1994, PICK issued 20,000 shares to a then unrelated  third-party in 
         exchange for a telephone switch and the tariffs required to operate the
         switch, valued at $100,000. From January through July 1995, PICK issued
         242,000 shares to various  parties for services  provided,  valued at 
         $0.01 per share, for a total  value of $2,420.  These  shares  were 
         valued at this level because at the time of issuance, there was no 
         assurance that PICK would be able to stay in business and it had 
         negative  book value.  In August 1995,  PICK sold 25,000 shares to an
         independent  consultant for $250, (see note 13).

         On September 12, 1995, the Company  completed the  acquisition of PICK,
         (see notes 1a and 7). The change in par value  recorded  on the face of
         the  financial  statements  relates  to this  merger.  Pursuant  to the
         agreement  to effect this  transaction,  the Company  issued  3,000,000
         shares in exchange for 1,000,000  shares of Foxwedge,  Inc.,  4,500,000
         shares in  exchange  for  $250,000  in cash with a  formerly  unrelated
         party,  which  subsequently  became related through a common  director,
         500,000 shares in exchange for an outstanding note payable of $250,000,
         which was pursuant to the original terms of the note payable, 1,500,000
         shares  in  exchange  for  an  $82,500   subscription   receivable  and
         16,665,000  shares in exchange  for 100% of the issued and  outstanding
         shares of PICK.

         In October 1995, the Company issued 100,000 shares in partial  exchange
         for   co-ownership  of  the  prepaid   cellular  patent  and  exclusive
         commercialization  rights, valued at $212,500, (see note 8). In October
         1995,  the Company  issued  5,000,000  shares in exchange for 5,000,000
         shares of Firenze,  Ltd. common stock,  valued at $10,000.  On November
         21,  1995,  the Company  issued to an unrelated  third party  1,000,000
         shares  in  exchange  for  $200,000  cash  and a  note  receivable  for
         $800,000, (see note 17d).

         In January 1996, the Company sold 250,000 shares of its common stock to
         an unrelated  third party for $250,000 in cash.  In January  1996,  the
         Company entered into an agreement with IES to issue 1,000,000 shares to
         IES, and 150,000 shares to Richard Maranon,  a director of the Company,
         of the  Company's  common stock in exchange for  $3,000,000  of prepaid
         advertising. The advertising to be provided is to be composed of print,
         television,  radio and outdoor media. The original  agreement calls for
         the  Company to use this  advertising  within two  years,  however  the
         Company has received  verbal  approval for a four year  extension.  The
         Company recorded this stock issuance at $2,700,000,  allowing for a 10%
         discount for any advertising usage availablity the Company may not use.

         In June 1996, the Company settled a dispute with a former officer. This
         former  officer had the right to exchange  20,000 shares of PICK,  Inc.
         into 330,000 shares of the Company and owned a warrant for 5,000 shares
         of PICK, Inc. with an excercise price of $5 per share,  which the board
         of directors  had amended to a warrant for 82,500 shares of the Company
         with an  excercise  price of $0.30 per share.  The Company  repurchased
         230,000 of the 330,000 shares and the warrant for $29,500 in cash. This
         settlement  finalized  the  September  1995   recapitalization  of  the
         Company.

         In July 1996,  the Company  issued 50,000 shares to Snow Becker Krauss,
         P.C.,  the  Company's  legal  counsel in lieu of cash payment for prior
         services rendered.  In July 1996, the Company reacquired 250,000 shares
         from IES,  previously  issued in January  1996. In December  1996,  the
         Company  issued  400,000  shares to the  President  of the  Company  in
         exchange for $100,000 of salary  accrued but not yet paid.  In December
         1996, the Company issued 55,000 shares to several non-officer employees
         of the Company in  recognition  of the  outstanding  work  performed by
         these indivduals on behalf of the Company.

(3)  Commitments   The  Company   entered  into  a  63  month   operating  
         lease  for  the  Company's   facilities beginning in July
                                       F-9



<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(3)   Commitments,   continued   1996.   Future   minimum   lease   payments  
         under   this   operating   lease  in effect at December
         31, 1996 are $8,620 per month,  or $103,441 per year.  Rent expense for
         the years ended  December 31, 1994,  1995 and 1996 was $0,  $10,280 and
         $45,315, respectively.

(4)   Notes   payable   Short-term   debt  was  made  up   entirely   of   
         advances   to  PICK  by  the   principal stockholder, which  were
         not   collateralized.   These  advances  carried  no  interest  nor  a
         stated   maturity.   The  advances totalled $114,500 
         in 1994 and  $75,152  in 1996.  PICK  repaid  $9,500  in 1994,  and  
         $3,035  in  1995.  During  1994,  the stockholder
         converted $154,000 of these advances into equity.

         In 1995,  the Company  acquired  co-ownership  of the prepaid  cellular
         patent and exclusive  commercialization rights for stock and a $500,000
         note payable to The Next Edge,  Inc.,  which was assigned by TNE to The
         Phone Store, Inc. (TPSI).  This note is to be paid at a rate of $25,000
         per  quarter  for five  years.  The  Company  made the January 1, 1996,
         payment in December 1995. This note was not  collateralized  nor did it
         carry  interest.  In July 1996, the Company  acquired US Treasury Notes
         with a maturity amount of $425,000 with scheduled  maturity dates which
         coincide  with the  scheduled  payment due dates on the then  remaining
         balance of the note payable to TPSI. The Company placed these UST Notes
         in an irrevocable  trust which has as its trustee a Miami law firm. The
         trust is to collect the maturity amounts of the UST Notes and remit the
         correct amount to TPSI on such scheduled  payment dates.  The UST Notes
         were  acquired  for $371,920 in cash.  As the Company  retains no legal
         interest in the trust,  this  transaction  has been accounted for as an
         in-substance  defeasence,  whereby  the  Company  recognized  a gain of
         $53,080 and removed the asset and liability from its books and records.

         In November 1996,  the Company  received a $750,000 line of credit from
         Banco Popular, which the Company had drawn down completely at year end.
         This line of credit is payable on demand and carries an  interest  rate
         of prime  rate plus 2%.  This line of credit is  collateralized  with 1
         million shares of Ultimistics  Inc. common stock which the Company owns
         and accounts receivable.

(5)  Related   party   transactions   The   Company   purchased   advertising  
         services   of   $144,118,   $10,541 and $123,837 in
         1994, 1995 and 1996 from an entity controlled by an individual who is a
         stockholder and director of the Company.  The accounts  payable balance
         to this  stockholder was $144,118 and $0 at December 31, 1994 and 1995.
         The  Company  purchased  substantially  all  of its  telephone  network
         services in 1994 and 1995, from a vendor which also owns  approximately
         0.8% of the Company's  common stock.  The accounts  payable  balance to
         this  stockholder  was  $276,669;  $385,255 and $33,888 at December 31,
         1994, 1995 and 1996. The Company also purchased services which amounted
         to $88,064,  $126,552 and $168,756 in 1994, 1995 and 1996, from 2 other
         minority   stockholders.   The  accounts   payable  balances  to  these
         stockholders  were  $31,821,  $28,706 and $9,332 at December  31, 1994,
         1995 and 1996.  The Company  had gross sales of $116,924 in 1994,  to 2
         minority  stockholders and $361,077 and $924,839 in 1995 and 1996, to 5
         minority stockholders.

         150,000 shares of the Company's  common stock were issued to a director
         of the  Company and were part and parcel to the IES  contract,  and are
         for the time the  director  and his staff were to spend to develop  and
         oversee the implementation of the advertising/marketing  programs to be
         instituted by the Company.
         (See note 12).

(6)   Investment   in  marketable   equity   securities   The  Company   
         acquired   1million   shares  of  Foxwedge Inc. common
         stock in the agreement to purchase PICK.  The Company  issued  3million
         shares of its common stock to effect this part of the  acquisition.  As
         the Company  recognized that there was some concern as to the continued
         viability of Foxwedge the Company valued this transaction  based on the
         par value of the consideration given up - $6,000. In December 1995, the
         Company  entered into an agreement with a stockholder  of  Ultimistics,
         Inc. to exchange its 1million  shares of Foxwedge for 500,000 shares of
         Ultimistics  restricted common stock,  which represented  approximately
         1.6% of the issued and outstanding  common stock of  Ultimistics.  When
         the agreement was entered into,  Foxwedge was $4.00 bid,  $5.25 ask and
         Ultimistics  was $11.00 bid,  $12.50 ask. This exchange was consummated
         in January 1996 and the Company recorded a $1,194,000 gain.
                                      F-10


<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(6)   Investment   in   marketable   equity   securities,continued  
         In  October   1995,   the  Company   entered into a licensing
         agreement  with  Firenze,  Ltd.  (FRNZ) This  agreement  called for the
         Company and FRNZ to exchange  5,000,000  shares of common stock between
         the companies. These shares bear a restrictive legend under Rule 144 of
         the Securities  Act of 1933, as amended.  The Company  recognized  that
         there  was some  concern  as to the  continued  viability  of  Firenze,
         therefore,  the Company valued this transaction  based on the par value
         of the  consideration  given up, its stock, or $10,000.  In March 1996,
         the  Company  exchanged  these  shares  of  Firenze,  Ltd.  it held for
         2,000,000 shares of Ultimistics  Inc. common stock,  with a stockholder
         of  Ultimistics.  The Company  recorded a gain of $3,590,000  from this
         transaction.

         In October 1995, P.C.T. Prepaid Telephone,  Inc. (PCT), a subsidiary of
         the Company,  entered into an agreement with FNRZ to exchange 6,250,000
         shares of PCT common  stock for  5,000,000  shares of FNRZ common stock
         and $250,000 in cash. These shares,  (PCT and FRNZ), bear a restrictive
         legend under Rule 144 of the  Securities  Act of 1933, as amended.  PCT
         has valued the FNRZ  agreement at $250,625.  The valuation is comprised
         of the  $250,000  cash plus the  5,000,000  shares of FNRZ common stock
         valued at $625 on the same  basis of  valuation  of FNRZ  stock  above,
         PCT's par value.

         In June 1996, the Company  entered into a licensing  agreement with the
         Internet Channel,  Inc. whereby the Company sold the  commercialization
         rights for its  prepaid  cellular  micochip  for use in  accessing  the
         Internet,  (or World Wide Web). The Company  received 500,000 shares of
         Internet  Channel,  Inc.  Rule 144  restricted  common  stock  for this
         license.  The Company  has valued this stock at $0.10 per share,  for a
         total of $50,000.

         Although SFAS 115 does not apply to the investments held by the Company
         as they are all  restricted by Rule 144 of the  Securities Act of 1933,
         as  amended,  the Company has  decided to  incorporate  the  disclosure
         requirements  of SFAS 115. At December 31,  1996,  the Company held 4.7
         million shares of Ultimistics,  or approximately  18% of the issued and
         outstanding,  with a current market value of  approximately $1 million.
         The Company believes that the depressed market price of the Ultimistics
         stock is  temporary  in nature.  The  Company  has chosen to adjust its
         valuation  reserve to approximate the  Ultimistics  book value of these
         shares,  (or $1.05 per share).  The Company  was in  negotiations  with
         several  parties at year end to complete a variety of  exchanges  using
         the Ultimistics stock. The valuation reserve as established at December
         31, 1996, of $3,904,965 is net of the  $1,808,000  deferred  income tax
         effects.  At December  31,  1996,  there is no market for the shares of
         Internet Channel, Inc.

(7)   Aquisition   of   subsidiaries   On  September   12,  1995,   the  
         Company   acquired   100%  of  the  issued and outstanding
         common  stock  of  Public  Info/Comm  Kiosk,  Inc.  (PICK)  in  a 
         stock  for  stock  exchange   accounted  for as a recapitalization of 
         PICK.

         In October 1995, the Company granted P.C.T.  Prepaid  Telephone,  Inc.,
         (PCT),  an  exclusive  license  to market  and sell the debit  cellular
         telephone  technology  (see note 8) in the United  States and Canada in
         exchange  for  12,750,000  shares of PCT  common  stock,  which  bear a
         restrictive  legend under Rule 144 of the  Securities  Act of 1933,  as
         amended. These shares are 63.4% and 46.1% of the issued and outstanding
         shares of PCT at December 31, 1995 and 1996, giving the Company control
         of PCT. Although the Company did not own control of PCT at December 31,
         1996,  the  Company  has fully  consolidated  PCT  because  the Company
         averaged 54.8% ownership  throughout  1996, and subsequent to year end,
         acquired  sufficient shares from third party holders which increase its
         holdings to 79%. During the entire year the Company  controlled PCT via
         common  officers.  The Company also  considered the effects of the FASB
         Exposure Draft on consolidations.

         In April 1996, the Company established PICKNET,  Inc. as a wholly owned
         susidiary for the bulk sale of  international  long distance  telephone
         service.

                                      F-11



<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(8) Debit cellular telephone  technology  agreement In October 1995, the Company
         entered into an agreement with
         The Next Edge, Inc. (TNE),  whereby the Company purchased the worldwide
         rights to market, distribute,  sell and manufacture TNE's Smart Tracker
         System (a debit cellular telephone system, with a patent pending).  TNE
         subsequently  assigned this  agreement to The Phone Store Inc.  (TPSI).
         This  agreement  has a term  of  five  years  with  an  option,  at the
         Company's sole  discretion,  for five additional five year  periods.The
         agreement required the Company to pay TPSI a total of $500,000, payable
         at a rate of $25,000  quarterly over five years beginning on January 1,
         1996.  The Company is also required to issue a total of 100,000  shares
         of its  restricted  common  stock to TPSI at the rate of 20,000  shares
         each year for five years beginning  January 1, 1996.  These shares have
         been issued into escrow.  The  agreement  also  requires the Company to
         purchase  the circuit  chips for the system from TPSI,  at TPSI's cost.
         The agreement  stipulates that the Company will be recorded as co-owner
         of the US patent relating to this  technology.  The agreement  requires
         the Company to implement the  international  patent  applications.  The
         Company  has  valued  this  purchase  ageement  at  $712,500,  which is
         comprised of the $500,000 cash plus the 100,000  shares of common stock
         valued at $212,500 based on the $4.25 bid quote of the Company's stock,
         less a 50%  discount.  The  Company  made  three of the  cash  payments
         required under this  agreement and in July 1996,  purchased US Treasury
         Notes in a face amount to satisfy this obligation and placed them in an
         irrevocable trust, (see note 4).

(9)   Firenze,    Ltd.    licensing    agreement   On   October   24,   1995,  
         the   Company   granted   FRNZ   an exclusive license for
         marketing  and  sales of the debit  cellular  telephone  technology  in
         Europe,  Asia,  Australia  and Africa.  This  agreement  called for the
         Company and FRNZ to exchange 5 million  shares of common stock  between
         the companies. These shares bear a restrictive legend under Rule 144 of
         the Securities Act of 1933, as amended.
         The  agreement  required  FNRZ  to  purchase  the  microchip,  cellular
         equipment and software from the Company at the Company's cost plus 10%.
         The agreement  called for FNRZ to pay the Company a 5% royalty  monthly
         on FNRZ's gross revenue from the technology under license.  As FRNZ had
         not yet begun to  commercialize  this license at January 31, 1996,  the
         Company withdrew the licensed rights from Firenze.

(10)   Yakimoto   Investment,   Ltd.   licensing   agreements   In  January   
         and   February   1996,   the  Company entered into two
         licensing  agreement with Yakimoto  Investment,  Ltd.  (Yakimoto).  The
         first granted Yakimoto an an exclusive  license for marketing and sales
         of the debit  cellular  telephone  technology  in South  America.  This
         agreement  required  Yakimoto  to pay the  Company 1 million  shares of
         common stock of  Ultimistics,  Inc. as  consideration  for this license
         which bear a restrictive legend under Rule 144 of the Securities Act of
         1933, as amended. When this agreement was entered into, Ultimistics was
         $8.50  bid,  which  valued  these  shares at  $8,500,000.  The  Company
         determined  that it should discount the fair market value of the shares
         approximately 70%. This investment was recorded at $2,550,000. Yakimoto
         was also to  provide  the  Company  with a $475,000  declining  balance
         Irrevocable  Letter of Credit,  which the  Company  expected  to use to
         secure the TPSI  agreement.  This letter of credit was not issued.  The
         agreement also required  Yakimoto to purchase the  microchip,  cellular
         equipment and software from the Company at the Company's cost plus 10%.
         The  agreement  called for  Yakimoto  to pay the  Company  monthly a 5%
         royalty on Yakimoto's  gross revenue from the technology under license.
         The  second  agreement  transfers  the bulk of the  Firenze  license to
         Yakimoto in exchange for 500,000 shares of Ultimistics stock. When this
         agreement was entered into,  Ultimistics was trading at $7.00 bid. This
         values these shares at $3,500,000.  The Company then determined that it
         should   discount  the  fair  market  value  of  the   transaction   by
         approximately  70%.  As  a  result  this  investment  was  recorded  at
         $1,050,000.

(11)  World  Tel  Saver,   Inc.   agreement  In  October  1995,   the  Company 
         entered  into  an  agreement  with an individual
         to purchase $1,000,000 worth of prepaid telephone time,  (consisting of
         3,448,276  minutes at $0.29 per minute for domestic  use), for $300,000
         total at a rate of $25,000 per month commencing on November 1, 1995. In
         November  1995, the Company  entered into an additional  agreement with
         the  same  individual  to  purchase  an  additional  $490,000  worth of
         telephone time (consisting of 1,689,654 minutes at $0.29 per minute for
         domestic use),  for $120,000 at a rate of $10,000 per month  commencing
         on  December  1, 1995.  All of this time is to be provided by World Tel
         Saver,  Inc.,  (WTS). Both the individual and WTS are unrelated parties
         to the Company.
                                      F-12


<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(12)  Telephone  time  exchange for prepaid  advertising  In January  1996,  the
         Company entered into an agreement with
         International  Executive  Services  (IES),  an  unrelated  party to the
         Company,  but is a related  party with  respect to World Tel Saver,  to
         exchange all of its prepaid  telephone  time,  (consisting of 5,137,930
         minutes), for $2,000,000 of prepaid advertising.  The advertising to be
         provided  is to be  composed  of print,  television,  radio and outdoor
         media.  The  original  agreement  calls  for the  Company  to use  this
         advertising  within two years,  however the Company has received verbal
         approval for a three year extension.  The Company recorded a $1,580,000
         gain on this  exchange,  which is being  amortized  into  income as the
         advertising is used.

         In July 1996,  the Company  entered into an agreement  with IES whereby
         the Company returned $450,000 of the prepaid advertising, $235,000 face
         amount of prepaid  telephone cards,  $50,000 face amount of PIN numbers
         for prepaid  telephone time and $15,000 in cash in exchange for 250,000
         shares of the Company's common stock held by IES.

(13)  Correction  of  accounting  error  In  June  1995,  PICK,  Inc.  sold  
         25,000  shares  of  its  common  stock to a third party
         consultant  for $250,  or $0.01 per share.  At the time the  consultant
         tendered his check, the amount was inadvertantly credited to consultant
         expense,  rather than to common stock. This partially  occurred because
         at the time, the actual issuance of these shares would have resulted in
         PICK issuing  more shares than were  authorized.  The  agreement at the
         time of this  sale was that the  consultant  would  actually  be issued
         shares in the  public  shell  company  that PICK  hoped to merge  into,
         instead of PICK shares.  The agreement  further stated that should such
         merger not occur,  the consultant would be issued shares of PICK, Inc.,
         as soon as practicable  after PICK increased its authorized  shares. As
         the  merger,  then under  consideration,  did  occur,  the shares to be
         issued were converted to shares of the Company at the same rate,  (16.5
         to 1), and 412,500 shares of the Company were issued in January 1996.

(14) Reserve for contingent liability In February 1996, the Company entered into
         a long term contract with AT&T
         to purchase long distance telephone time from AT&T in bulk at favorable
         rates.  Under the terms of the contract the international rate schedule
         was to be  added  as an  attachment  and  made a  part  thereto  of the
         contract. Based on the rate schedule provided to the Company during the
         negotiations,  the Company began  selling bulk time through  PICKNET at
         prices  slightly  above  its cost.  This  introductory  pricing  by the
         Company was implemented in order to gain market share.  Upon receipt of
         the  first  bills  from  AT&T  for  actual   usage,   the  pricing  was
         significantly higher than the schedule provided to the Company by AT&T.
         The pricing  difference  is  currently  under  negotiation  between the
         Company and AT&T, and is expected to be resolved in 1997.

(15) Stock  option plan In February  1996,  the Company  adopted the "1996 Stock
         Option Plan." This plan allows the
         Company  to grant  options  to  acquire  up to 5 million  shares of the
         Company's common stock by employees, directors, independent contractors
         and consultants of the Company. The options so granted can be Qualified
         Incentive Stock Options (ISOs),  Non-Qualified  Stock Options  (NQSOs),
         Stock Appreciation  Rights (SARs) or combinations of the three types 
         of options.

         In  September  1996,  the  Company  granted  the  following  options to
         directors and officers of the Company:
<TABLE>
         <S>                   <C>                                <C>

         Name & Relationship   Incentive options/exercise price   Non-Qualifing Options/exercise price
         -------------------   --------------------------------   ------------------------------------

         D.Leiva,CEO,Chairman            103,896/$0.963                        396,104/$0.875
         R.Brennan,VP&Director           114,285/$0.875                        385,715/$0.875
         K.Quinn,VP                      114,285/$0.875                        385,715/$0.875
         K.Petersson,VP                  114,285/$0.875                        385,715/$0.875
         R.Sams,Director                    0   /   0                          500,000/$0.875
         R.Maranon,Director                 0   /   0                          500,000/$0.875
         G.Manning,Director                 0   /   0                          500,000/$0.875
</TABLE>

                                      F-13


<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(15)  Stock  option  plan,   continued   There  were  no  options   outstanding
         at  the  beginning  of  the  year,and no options had
         been exercised at December 31, 1996. In 1994 PICK Inc.  issued warrants
         for 5,000  shares  common stock each to three  individuals.  The merger
         agreement  between the Company and PICK Inc.  recognized these warrants
         and  converted  them to  warrants  for 82,500  shares of the  Company's
         common stock to each of the three  individuals.  These warrants expired
         unexercised at December 31, 1996.

         SFAS No. 123 requires that companies that continue to account for stock
         options under APB No. 25 disclose pro forma net income and earnings per
         share as if Statement 123 had been  applied.  Net income as reported is
         $1,635,790  and would have been  $1,295,676.  Primary and fully diluted
         earnings  per  share  are $0.04 per share and $0.04 per share and would
         have been $0.03 per share and $0.03 per share.

         The  fair  value  of  the  option   grant  was   estimated   using  the
         Black-Scholes option pricing model with the following model assumptions
         for 1996:  risk free rate of 6.26%;  no  dividend  yield for all years;
         expected life of three years and volatility of 68.16%.

(16)   Working   capital   deficiency   The   accompanying    consolidated   
         financial    statements   have   been prepared asuuming
         that the Company will continue as a going  concern  which  contemplates
         the  realization of assets and the  satisfaction  of liabilities in the
         normal course of business.  As shown in the  accompanying  consolidated
         financial  statements,  the Company  incurred  net losses for the years
         ended December 31, 1994 and 1995, and a net operating loss for the year
         ended  December  31,  1996.  Additionally,  the  Company  has a working
         capital deficiency of $3,152,216 at December 31, 1996.

         In 1995 and 1996, the Company raised  $1,265,000 and $1,803,000 in cash
         through  sales of common stock and  incurring  additional  debt.  These
         amounts   exceeded  its  operating  cash  flows  used  by  $93,000  and
         ($23,000).  The Company's plans include  controlling its cash expenses,
         such that this  inflow of capital  may cover a cash flow  shortfall  in
         1997.

         In January 1996, the Company also entered into an agreement to exchange
         the prepaid telephone time it acquired in October 1995, for advertising
         valued at $2 million.  The Company entered into this  transaction,  and
         another  January 1996,  transaction in which it exchanged  common stock
         for an  additional  $3 million  of  advertising,  because,  advertising
         expenditures are at the beginning of the Company's  revenue  generating
         process. The Company believes it can generate a significant increase in
         cash flow revenue,  whether  recognized or deferred,  by increasing its
         advertising  presence in select target  markets.  The Company  believes
         that to  increase  its  advertising  without  expending  cash,  will be
         beneficial  to its cash flows from  operations.  The  Company  utilized
         $256,845 of this advertising during the second half of 1996.

         The Company is also negotiating with several  investment  banking firms
         to consider  raising  additional  funds,  either through debt or equity
         offerings,  or a  combination.  Any funds  raised  would be employed to
         further  increase its  international  long  distance  service,  prepaid
         telephone card business,  and to develop its prepaid cellular telephone
         business.  There are no  assurances  that the  Company  will be able to
         sucessfully raise additional funds in this manner.

         The Company  believes  that these plans will enable it to continue as a
         going  concern.  However,  there can be no assurances  that the Company
         will be able to  successfully  implement such plans.  If such plans are
         not  successfully  implemented,  the Company  could be required to seek
         additional financing from sources not currently anticipated.

(17) Subsequent events
    a)  Articles  of   Incorporation   amendments  At  the  January   1997,   
         annual   stockholders   meeting  four amendments to
         the   Company's   Articles  of   Incorporation   were   approved.  
         1)  The  total  number  of  authorized shares of common
                                      F-14


<PAGE>



                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(17) Subsequent events, continued
    a)  Articles  of   Incorporation   amendments,   continued   stock  was  
         increased   from  50  million  to  75 million. 2) The
         common   stock  par  value  per  share  was   decreased   from  
         $0.002  to  $0.001  per  share.   3)  The  prohibition on
         cumulative   voting  of  the  common  stock  was   eliminated.   
         4)  The  Company  is  now  authorized  to issue up to 10
         million shares of no par "blank check" preferred stock.

    b)  Best  efforts   underwriting   In  January   1997,   the  Company   
         signed  a  best  efforts   underwriting agreement with
         Interbank  Capital of New York City to raise up to $10  million for the
         Company, either in equity or debt. This contract calls for compensation
         of: 1) for the first $2 million raised: 200,000 shares of the Company's
         common  stock,  $200,000 in cash,  and  rights/warrants  for 10% of the
         stock  issued to raise the funds at an exercise  price equal to that of
         the offering;  2) for the second $8 million: a cash fee equal to 10% of
         the amount raised plus a non-accountable fee of 3% of the amount raised
         plus  warrants  equal  to  10%  of  the  stock  issued  to  effect  the
         investment.

    c)  Revocation  of  prepaid   cellular   marketing   rights  In  February  
         1997,   the  Company   revoked  all the prepaid cellular
         marketing   licenses   previously   granted  to  Firenze   Ltd.  and  
         Yakamoto   Investments   Ltd.   (See notes 9 and 10).

    d)  Stock   subscription   receivable  In  February   1997,   the  Company 
         agreed  to  cancel  the  remaining 600,000 shares
         of  the  Company's   common  stock  held  in  trust  for  the  minority
         stockholder and the balance  remaining of the subscription  receivable.
         The Company and the  stockholder  were unable to renegotiate  the stock
         subscription.

    e)   Statement   of   Financial    Accounting    Standards   not   yet   
         adopted   In   February    1997,   the Financial Accounting
         Standards  Board  (FASB)  issued  Statement  of  Financial   Accounting
         Standards (SFAS) No. 128, "Earnings per Share," and 129, "Disclosure of
         Information  about  Capital   Structure."  The  Company  will  have  to
         implement SFAS 128 and 129 by the fiscal year ending December 31, 1997.
         The provisions of SFAS 128 change the  presentation  and computation of
         earnings  per share.  The  Company has not yet had  sufficient  time to
         evaluate the impact, if any, of the provisions of SFAS 128 and 129.

    f)   Repurchase   of   common   stock   In   February   1997,   the  
         Company    exchanged    $2,550,000   face amount of the prepaid
         advertising  with IES for the  remaining  750,000  shares of its common
         stock  issued  into  escrow for IES.  In  February  1997,  the  Company
         exchanged to Firenze Ltd. 5 million  shares of Firenze common stock for
         5 million shares of the Company's  common stock and 6.25 million shares
         of PCT common stock.  In February 1997, the Company  exchanged with New
         Century Media Inc. 1 million  shares of Ultimistics  Inc.  common stock
         for 1 million shares of the Company's common stock and 1 million shares
         of PCT common stock. In March 1997, the Company exchanged with Yakimoto
         Investment Ltd. 1.5 million shares of Ultimistics Inc. common stock for
         4 million  shares of PCT  common  stock.  In March  1997,  the  Company
         exchanged   with  an   unaffiliated   third  party  300,000  shares  of
         Ultimistics Inc. common stock and the balance of the Company's  prepaid
         advertising  for 5 million  shares of PCT common stock.  In March 1997,
         the  Company  exchanged  with  Fairbanks  Inc.  1.9  million  shares of
         Ultimistics  Inc.  common stock for 380,000  shares of  Fairbanks  Inc.
         common  stock.  Fairbanks  has  acquired  over  75% of the  issued  and
         outstanding  common stock of  Ultimistics  Inc., and has entered into a
         letter of intent to acquire an existing operating US based company. The
         Company  believes that by completing  this exchange it will  eventually
         realize the value in the underlying  Ultimistics common stock, which as
         a minority shareholder might not have been possible. In March 1997, the
         Company  repurchased  35,500  shares of its common stock in open market
         purchases  at an  average  price of  $0.337  per  share,  or a total of
         $11,978.

         As a direct result of the compicated and potentially  confusing  nature
         of all the above  transactions,  the  Company  has  included a Proforma
         Condensed  Consolidated  Balance Sheet below which reflects the effects
         of these transactions as if they had occurred prior to 
         December 31, 1996.

                                      F-15


<PAGE>

<TABLE>
<CAPTION>

                            PICK Communications Corp.
                  Proforma Condensed Consolidated Balance Sheet
                                December 31, 1996
                    

                      ASSETS                                       
<S>                                <C>              <C>  <C>               <C>
                            
                                         Actual            Adjustments        Pro-forma
CURRENT ASSETS
    Current assets                    $  972,058    8)        (11,978)         960,080
    Prepaid advertising                2,458,155    1)     (2,038,155)                                         
                                                    2)       (420,000)               0
                                   --------------        -------------     -------------
       Total Current Assets            3,430,213           (2,470,133)         960,080
                                   --------------        -------------     -------------                    
  
PROPERTY AND EQUIPMENT
       Total Property and 
         Equipment                        90,571                                90,571                         
                              
OTHER ASSETS
    Other assets                         583,705                               583,705
    Investment in marketable
      equity securities                4,812,660    2)       (293,781)                                                           
                                                    3)           (625)
                                                    4)       (979,270)
                                                    5)     (1,468,905)
                                                    9)        601,925        2,672,004
                                   --------------        -------------      -----------
    Total Other Assets                 5,396,365           (2,140,656)       3,255,709
                                   --------------        -------------      -----------                                         
 
Total Assets                       $   8,917,149           (4,610,789)       4,306,360
                                   ==============         ============       ============                                         
     
                 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
       Total Current Liabilities   $   6,582,429                             6,582,429                                       
                             
Total Liabilities                      6,582,429                             6,582,429
Minority interest in  
 consolidated subsidiary               1,465,141    2,3,4) (1,348,614)         116,527                                       
STOCKHOLDERS' EQUITY
 Common stock, par value $0.001;
  Authorized  75,000,000  shares;
  43,097,516 issued and 
  35,832,016 outstanding at 
  December 31,1996                        87,395    6)        (43,697)
                                                    7)           (600)          43,098
 Additional paid in capital
  in excess of par                     6,399,720    6)         43,697
                                                    7)       (599,400)       5,844,017
 Stock subscription receivable          (600,000)   7)        600,000                0      
 Less: Treasury stock                   (602,089)   1)     (2,038,155)
                                                    3)           (313)
                                                    4)     (4,112,562)
                                                    8)        (11,978)      (6,765,097)
 Marketable equity securities 
  valuation reserve                   (3,904,965)   2)        916,211
                                                    4)      1,090,170
                                                    5)      1,635,255
                                                    9)       (315,716)        (579,045)
Retained earnings (deficit)             (510,482)   2,3,4)   (425,087)        (935,569)
                                       ----------           -------------   ------------                                         

Total Stockholders' Equity               869,579           (4,339,279)      (2,392,596)     
 
Total Liabilities and 
  Stockholders' Equity               $ 8,917,149           (4,610,789)       4,306,360
                                      ===========          ============      =========
                                                                                                
<FN>


1) $2,550,000 face amount, $2,038,155 book amount of prepaid advertising exchanged for 750,000 shares of PICK.
2) $420,000 book amount of prepaid advertising and 300,000 shares of ULTS exchanged for 5,000,000 shares of PCT.
3) 5 million shares of FRNZ exchanged for 6.25 million shares of PCT and 5 million shares of PICK.
4) 1 million shares of ULTS exchanged for 1 million shares of PCT and 1 million shares of PICK.
5) 1.5 million shares of ULTS exchanged for 4 million shares of PCT.
6) Reduction in par value from $0.002 to $0.001 per share.
7) Cancellation of 600,000 shares of stock subscribed.
8) Open market purchases of 35,500 shares of PICK for $11,978 in cash.
9) 1.9 million shares of ULTS exchanged for 380,000 shares of Fairbanks, Inc.
                                      
</FN>
</TABLE>



                                        F-16


<PAGE>

Exhibits

          2    Agreement and Plan or Reorganization by and among the Company, 
               Pick, Diego and Sylvia Leiva. (1)

       *3.1    Articles of Incorporation of PRIME (Utah) dated April 30, 1984 
               as amended. (1)

        3.2    Certificate of Merger by and between PRIME (Utah) and PRIME 
               (Nevada). (1)

        3.3    Articles of Incorporation of PRIME (Nevada). (1)

        3.4    By-laws of PRIME (Nevada). (1)

        3.5    Certificate of Amendment to Certificate of Incorporation. (1)

        10.1   Lease for the Company's offices dated March 30, 1995.(1)

        10.2   Agreement between Pick and Telecommunications Service Center, 
               Inc. dated June 1, 1994.(1)

         10.3  Agreement between Pick and Com Tech International Corporation
               dated September 5, 1995.(1)

         10.4  Agreement between Pick and Innovative Holding Corporation dated
               November 17, 1995.(1)

         10.5  Agreement between Pick and Roland Gebhardt Design dated
               January 1, 1994.(1)

         10.6  Agreement between Pick and Players Computer, Inc. dated 
               October 1, 1994.(1)

         10.7  Form of Distributor Agreement.(1)

         10.8  Agreement between the Company and Philippe Hababou dated
               October 3, 1995.(1)

         10.9  Agreement between Trescom USA Inc. and Pick Inc. dated
               April 10, 1996. (1)






* Filed with report


<PAGE>



       10.10   Agreement between P.C.T. Prepaid Telephone Inc. and Prime
               International  Products, Inc. dated October 24, 1995. (1)

       10.11   Agreement between AT&T Corp. and Pick Communications Corp. dated
               February  26, 1996. (2)

       10.12   Agreement between Cherry Communications Inc. and Pick Inc. dated 
               April 12, 1996. (1)

       10.13   Agreement between Star Vending Inc. and Pick Inc. dated
               March 18, 1996.(1)

       10.14   Agreement between Cellular Telephone Company and Pick
               Communications Corp. dated March 11, 1996. (1)

       *11     Statement of Computation of Earnings Per Share and Common Stock
               Equivalents. (1)

        16     Former Accountant's Letter. (1)

       *21     Subsidiaries of the Registrant.(1)

       *27     Financial Data Schedule
----------------------

(1) Incorporated by reference to the Company's Registration Statement on 
Form10

(2) Pursuant to Rule 24b-2 of The Securities Exchange Act of 1934,  confidential
treatment has been requested by the Company with respect to specific portions of
the document and such portions have been omitted and filed  separately  with the
Commission.



<PAGE>






                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                            PICK COMMUNICATIONS CORP.



         Pursuant to the provision of Nevada Revised  Statues,  Title 7, Chapter
78, the undersigned officers of PICK Communications Corp., a Nevada corporation,
(the "Corporation") do hereby certify:

FIRST: The name of the Corporation is:

                           PICK Communications Corp.

SECOND: The Board of Directors of the Corporation duly adopted the following
resolutions on November 12, 1996:

         RESOLVED,  that is advisable, in the judgment of the Board of Directors
of the  Corporation,  for the Company to: ( i) increase  the number of shares of
common stock that the Board of Directors of the  Corporation  is  authorized  to
issue from fifty million (50,000,000) to seventy-five million (75,000,000); (ii)
change  the par value of shares of common  stock  from $.002 to $.001 per share;
(iii)  authorize  the Board of Directors of the  Corporation  to issue up to ten
million  (10,000,000)  shares of "blank check" preferred stock,  $.001 par value
per share;  (iv) add the denial of preemptive  rights to the preferred  stock as
well as the common stock,  and (v) in order to accomplish the foregoing  changes
and amend Articles IV and VIII thereof to read in their entirety,  respectively,
as follows:

ARTICLE IV. Capitalization.

                  "(a)  The  Corporation  shall  have  authority  to issue up to
eighty-five  million  (85,000,000)  shares,  consisting of seventy-five  million
(75,000,000)  shares of common  stock,  par value  $.001 per share (the  "Common
Stock"), and ten million (10,000,000) shares of preferred stock, par value $.001
per share (the "Preferred Stock").


<PAGE>



                  " (b ) The  Preferred  Stock shall be issued from time to time
in one or more series, with such distinctive serial  designations,  preferences,
limitations,  and  relative  rights,  as shall be stated  and  expressed  in the
resolution  or  resolutions  providing for the issue of such shares from time to
time adopted by the Board of Directors;  and in such  resolution or  resolutions
providing  for the  issue of  shares  of each  particular  series  the  Board of
Directors is expressly  authorized to fix; the annual rate or rates of dividends
for the particular  series;  the dividend payment date for the particular series
and the date, if any,  from which  dividends on all shares of such series issued
prior  to the  record  date  for  the  first  dividend  payment  date  shall  be
cumulative;  the redemption price or prices,  if any, and the term and the terms
and condition of redemption for the particulars series;  sinking fund provision,
if any, for the particular  series; the voting rights, if any for the particular
series;  the rights if any, of holders of the shares of the particular series to
convert or exchange  the same into shares of any other  series or class or other
securities of the Corporation or of any other  corporation,  with any provisions
for the subsequent  adjustment or such conversion rights; the preference for the
particular  series  in  the  event  of  voluntary  or  involuntary  liquidation,
dissolution or winding-up of the Corporation,  and to classify or reclassify any
unissued  Preferred  Stock by  fixing or  altering  from time to time any of the
foregoing rights, privileges and qualifications.


                  " (c) All shares of Preferred Stock of any one series shall be
identical with all other shares in such series in all respects,  except that the
shares of any one series  issued at  different  times may differ as to the dates
from which dividends  thereon shall be cumulative.  Except as to the particulars
may be  fixed  by the  Board  as  hereinabove  provided  or as  provided  in the
description  of any  series  of  Preferred  Stock,  all  Preferred  Stock  shall
otherwise be of equal rank,  regardless of series, and shall be identical in all
respects."

"ARTICLE VIII. No Preemptive Rights. No holder of any of the shares of any class
of Common Stock or Preferred  Stock of the  Corporation  shall be entitled as of
right to subscribe for,  purchase,  or otherwise acquire any shares of any class
of stock of the  Corporation  which the  Corporation  proposes  to issue for the
purchase of shares of any class of the  Corporation  or for the  purchase of any
shares,  bonds,  securities,   or  obligations  of  the  Corporation  which  are
convertible  into or exchangeable  for, or which carry any rights,  to subscribe
for, purchase, or otherwise acquire shares of any class of the Corporation;  and
any  and  all  of  such  shares,  bonds,  securities,   or  obligations  of  the
Corporation,  whether now or hereafter  authorized or created, may be issued, or
may be  reissued  or  transferred  if the same  have  been  reacquired  and have
treasury  status,  and any and all of such  rights and options may be granted by
the Board of Directors to such persons, firms,  corporations,  and associations,
and for such lawful consideration,  and on such terms, as the Board of Directors
in it discretion may determine, without first offering the same, or any thereof,
to any said holder."



                                       -2-




<PAGE>



         FURTHER RESOLVED, that it is advisable, in the judgment of the Board of
Directors of the Corporation,  that Article IX of the Articles of Incorporation,
relating to voting  rights of the Common Stock be deleted in its  entirety,  and
that the subsequent  Articles be renumbered  accordingly,  in order to eliminate
any  confusion  with the  amended  provisions  of Article IV of the  Articles of
Incorporation set forth herein above and to eliminate the prohibition  contained
in said Article IX cumulative voting of shares.

         FURTHER RESOLVED,  that an annual meeting of stockholders having voting
power be and it is  hereby  called  and  that  notice  be  given  in the  manner
prescribed by the By-laws of the  Corporation  and by Nevada  Revised  Statutes,
Title 7,  Chapter  78,  unless the said  stockholders  shall waive the notice of
meeting in writing or unless all of said  stockholders  shall  dispense with the
holding of a meeting  and shall take action upon the  proposed  amendments  by a
consent in writing signed by them; and

         FURTHER RESOLVED,  that in the event that the said  stockholders  shall
adopt the aforesaid proposed amendments by a vote in favor thereof by at least a
majority  of the  shares  present  and  voting or by a written  consent in favor
thereof  signed by all of them  without a  meeting,  the  Corporation  is hereby
authorized to make by the hands of its President or a Vice  President and by its
Secretary or an Assistant  Secretary a certificate  setting forth said amendment
and to cause the same to be filed  pursuant to the  provision of Nevada  Revised
Statues, Title 7, Chapter 78.

THIRD:  The total  number  of  outstanding  shares  having  voting  power of the
Corporation  is 42,162,516  shares of the Common Stock,  and the total number of
votes  entitled to be cast by the holders of all of said  outstanding  shares is
42,162,516  shares of Common Stock.  In connection with decreasing the par value
and increasing the authorized  shares of the Corporation's  Common Stock,  there
are currently 42,162,516 shares of Common Stock outstanding and 7,837,484 shares
of Common  Stock  unissued.  As a result of the  amendments  and  changes to the
Certificate of  Incorporation  herein  provided for, the 42,162,516  outstanding
shares, $.002 par value, will be changed into 42,162,516 shares of common stock,
$.001 par value,  and the 7,837,484  unissued shares,  $.002 par value,  will be
increased and changed into 32,837,484 shares of common stock, $.001 par value.






                                       -3-


<PAGE>



         The  holders  of a majority  of the  aforesaid  total  number of shares
having voting power, to wit,  42,162,516  shares,  adopted the amendments herein
certified by holding and voting at a meeting of  stockholders in accordance with
the provisions of Nevada Revised Statues, Title 7, Section 78,320.

Signed on January 21, 1997


                                              PICK Communications Corp.

                                              By:      _______/s/___________
                                                      Diego Leiva, President

                                                       _______/s/___________
                                                       Raymond M. Brennan
                                                       Secretary





















                                       -4-



<PAGE>


STATE OF NEW YORK                   )
                                    )ss.:
COUNTY OF NEW YORK                  )


         On January 21, 1997,  personally  appeared  before me, a Notary Public,
for the State and County  aforesaid,  Diego  Leiva and  Raymond M.  Brennan,  as
President  and  Secretary,   respectively,  of  PICK  Communications  Corp.  who
acknowledged that they executed the above instrument.

                                           _______/s/___________________
                                                   Notary Public

                                                   Philip Magri
                                          Notary Public State of New York

















                                       -5-



<PAGE>
Exhibit 11

Pick Communications Corp.

Statement of Computation of Earnings per Share


                            1994                1995                1996

Net Income(Loss)        $ (1,250,580)     $  (1,071,041)       $  1,635,790 

Primary
  Weighted Average
    outstanding shares
    for the year               -             40,442,516 (1)     41,991,502

  Earnings (Loss) per share    -               (0.03)                0.04

Fully Diluted
  Weighted Average 
    outstanding shares
    for the year               -             40,442,516         45,251,776 (2)

  Earnings (Loss) per share    -                (0.03)               0.04

(1) Expressed subsequent to the recapitalization on September 12, 1995.

(2) Expressed on a fully diluted basis, subsequent to the recapitalization on
     September 12, 1995, taking into account 3,500,000 stock options that were
     granted in 1996, but were unexercised as of December 31, 1996.

 

<PAGE>

                                                              EXHIBIT 21


<PAGE>


                         SUBSIDIARIES OF THE REGISTRANT



         NAME                                  ADDRESS


1.  PICKNET, INC.                              155 Route 46 West, 3rd Floor
                                               Wayne, NJ 07470
                                               (201) 812-7425


2.  P. C. T. PREPAID TELEPHONE INC.            155 Route 46 West, 3rd Floor
                                               Wayne, NJ 07470
                                               (201) 812-7425

3.  PUBLIC INFO/COMM KIOSK, INC.               155 Route 46 West, 3rd Floor
                                               Wayne, NJ 07470
                                               (201) 812-7425






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