<PAGE>
                                       
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C. 20549
                                       
                                FORM 10-KSB/A  
                                 AMENDMENT 2
                                       
(Mark One)
[ X ]  15, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
For the fiscal year ended  December 31, 1996

                                      OR
                                       
[  ]   15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                to 
                               --------------    --------------
                                       
                      COMMISSION FILE NUMBER:  001-12063
                                       
                         ROCKY MOUNTAIN INTERNET, INC.
              ----------------------------------------------------
              Exact name of Registrant as specified in its charter
                                           
Delaware                                                         84-1322326
--------                                                         ---------------
State or other jurisdiction of                                   I.R.S. Employer
incorporation or organization                                    Identification



1099 18th Street, Suite 3000 DENVER COLORADO                     80202
--------------------------------------------                     ---------------
Address of principal executive offices                           Zip Code


Registrant's telephone number, including area code:  303-672-0700
                                                     ------------

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to section 12(g) of the Act:
                                           
     Common Stock, par value $.001 per share
     Warrants to purchase common stock

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


Check if there is no disclosure of delinquent filers in response to Item 405 
of Regulation S-B is not contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-KSB or any amendment to this Form 10-KSB.  [  ].

State issuer's revenue for its most recent fiscal year:  $3,281,579 




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The aggregate market value of the voting stock held by non-affiliates of the 
registrant on March 15, 1997, based upon the closing price of the Common 
Stock on the NASDAQ SmallCap Market for such date, was approximately 
$5,445,000.

The number of outstanding shares of the registrant's Common Stock as of March 
15, 1997, was approximately 4,648,565 shares.

Transitional Small Business Disclosure Format (Check one):  Yes      No  X    
                                                                ---     ---



















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                                    PART III
                                       
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

<TABLE>
             Name                 Age             Position with the Company
             ----                 ---             -------------------------
     <S>                          <C>    <C>
     Gerald Van Eeckhout          56     Chairman of the Board
     Roy J. Dimoff                38     Director, President and Chief Executive Officer 
     Christopher K. Phillips      31     Director 
     Kevin R. Loud                44     Vice President - Business Development
     D. Kirk Roberts              45     Chief Financial Officer
     Nancy P. Phillips            37     Vice President -- Operations
</TABLE>


GERALD VAN EECKHOUT is the current Chairman of the Board and has been a 
director of the Company since May 1996.  Mr. Eeckhout has been the Chief 
Executive Officer and Chairman of the Board of ACT Teleconferencing, Inc. 
since he formed that company in 1989.  From 1982 to 1989, Mr. Eeckhout was 
President, Chief Executive Officer and a director of ConferTech.  He received 
a Bachelor of Science degree from the University of North Dakota in 1962 and 
completed the Stanford Executive Program in 1976.  Mr. Van Eeckhout has been 
a national director of the American Electronic Association and president of 
the University of North Dakota Foundation.

ROY J. DIMOFF  has served as President and Chief Executive Officer of the 
Company since July 1995 and has been a director of the Company since July 
1995. Prior to joining the Company, Mr. Dimoff was the founder and owner of R 
J Alexander & Associates, Inc., a management consulting firm, from 1994 to 
1995. From 1993 to 1994, Mr. Dimoff was Executive Vice President of ITC 
Worldwide Telecommunications Company, LP, a provider of broadcast fax, 
fax-on-demand, audio conferencing and multi-point video services.   From 1988 
to 1993, Mr. Dimoff was Vice President and General Manager of the Services 
Division of ConferTech International, Inc. ("ConferTech"), and President of 
its Canadian subsidiary.  ConferTech is a provider of digital audio and video 
conference bridging equipment and services.  Mr. Dimoff was President and 
founder of Teleconferencing Systems Canada, Inc. from 1985 to 1988, which he 
later sold to ConferTech.  He has an Honors Bachelor of Business 
Administration degree from Wilfrid Laurier University, Waterloo, Ontario, 
Canada.

CHRISTOPHER K. PHILLIPS has been a director of the Company since 1994. From 
1996 to April 1997, Mr. Phillips served as Chief Technical Officer. From 1993 
to 1995 he was Network Operations Manager for the Company.  From 1991 to 
1993, Mr. Phillips was a Terminal Area Security Officer in the United States 
Army.  He secured computer terminals linked to classified data and performed 
technical installation duties.  From 1990 to 1991 Mr. Phillips worked as an 
Advanced Consumer Electronics Consultant for Circuit City.  Prior to 1990, 
Mr. Phillips worked as a Faculty Computing Project Programmer for Brigham 
Young University. He has a Bachelor of Arts degree from Brigham Young 
University.

MR. LOUD is Vice President - Business Development.  Before joining Rocky 
Mountain Internet in July 1995, he served as Vice President of Marketing for 
SP Telecom, a national long distance company from 1994 to 1995.  In 1992, he 
formed Loud and Associates, where he consulted with regional and national 
communication organizations on market development and operation efficiencies 
until 1994. While operating Loud & Associates, Mr. Loud undertook a year-long 
project for Automated Communications, Inc., 



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<PAGE>

during which he was treated as a statutory employee.  From 1984 until 1992, 
he was employed by Houston Network, Inc. and held positions ranging from 
Director of Finance, Vice President of Operations and Carrier Sales, Vice 
President Sales, and President.  The primary business of that organization 
was switched long distance communication services.  Mr. Loud holds a Masters 
of Business Administration from William and Mary, and a Bachelors of Arts in 
Economics from UCLA.

MR. ROBERTS has served as Chief Financial Officer and Controller of the 
Company since January 1995.  He was an accountant employed by Potter, 
Littlewood, & Petty, PC, an accounting firm in Houston, Texas from 1991 to 
1994.  From 1989 to 1990, he worked for a national computer retailer as 
National Product Manager --Accounting Solutions.  He has a Bachelor of 
Business Administration degree from the University of Houston and is a 
certified public accountant.

MS. PHILLIPS has been Vice President - Operations since May 1996. Prior to 
joining Rocky Mountain Internet, Inc., Ms. Phillips was the founder and owner 
of Phillips Taylor Enterprises, L.L.C., a management consulting firm.  From 
1993 to 1994, Ms. Phillips was Senior Vice President of ITC Worldwide 
Telecommunications Company, LP, a provider of broadcast fax, fax on demand, 
audio conferencing and multi-point video services.  From 1988 to 1993, Ms. 
Phillips held positions as Director of Corporate Marketing and Vice President 
Operations of ConferTech International, Inc.  ConferTech is a provider of 
digital audio and video conference bridging equipment and services.  From 
1986 to 1988, Ms. Phillips was Director of Marketing and Sales for 
Teleconferencing Systems Canada, Inc.  Ms. Phillips has an Honors Bachelor of 
Economics degree from Queens University, Kingston, Ontario, Canada.  



COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires 
the Company's directors and executive officers, and persons who own more than 
ten percent of the outstanding Common Stock, to file with the Securities and 
Exchange Commission initial reports of ownership and reports of changes in 
ownership of the Company's Common Stock.  Officers, directors and greater 
than ten percent stockholders are required by SEC regulation to furnish the 
Company with copies of all Section 16(a) forms they file.

Based on a review of the copies of such reports furnished to the Company or 
representations that no other reports were required, the Company believes 
that, during 1996 calendar year, all filing requirements applicable to its 
officers, directors and greater-than-10% beneficial owners were complied 
with, except that Statements of Changes in Beneficial Ownership (Form 4) were 
filed late for Roy J. Dimoff, Nancy Phillips, Kevin Loud, and D. Kirk Roberts.



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<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.  

Following is information concerning compensation paid to the Company's Chief 
Executive Officer and the other executive who was serving as an executive 
officer during the 1996 Fiscal Year and whose annual compensation (salary and 
bonus) was at least $100,000 (the "Named Executive Officers").  The Company's 
fiscal year ends December 31.

<TABLE>
                                           Summary Compensation Table
                                           --------------------------
                                                       
-----------------------------------------------------------------------------------------------------------------
       (a)              (b)        (c)          (d)        (e)         (f)          (g)         (h)        (i)
Name and principal      Year     Salary        Bonus      Other     Restricted   Securities     LTIP    All Other
    position                       ($)          ($)/     Annual       Stock      Underlying   Payouts   Compensa-
                                              options   Compensa-   Awards ($)    Options/               tion ($)
                                                        tion ($)                  SARs (#)

       (1)                                      (2)
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>      <C>          <C>
Roy J. Dimoff, CEO      1996     $101,407     $20,250
and President
-----------------------------------------------------------------------------------------------------------------
                        1995     $ 23,322
-----------------------------------------------------------------------------------------------------------------
Kevin Loud, Vice        1996     $ 83,967     $16,200
President   
-----------------------------------------------------------------------------------------------------------------
                        1995     $ 17,822
-----------------------------------------------------------------------------------------------------------------
</TABLE>

     (1) Mr. Dimoff and Mr. Loud joined the company in July, 1995, therefore
         there is no compensation to report for 1994.

     (2) This bonus was earned in 1996 and paid in 1997.  The bonus is based on
         achieving 81% of the revenue plan.  Mr. Dimoff elected to receive 
         $3,000 of the bonus in the form of 3,000 stock options exercisable in 
         September, 1997. Mr. Loud elected to receive $8,100 of the bonus in 
         the form of 8,100 stock options exercisable in September, 1997.  All 
         employees who received 1996 bonuses had the same choice of receiving 
         their bonus as cash or stock options.

The Company currently has employment agreements with Messrs. Dimoff and Loud. 
The employment agreements provide for salaries of $102,000 and $84,000 per 
year for Messrs. Dimoff and Loud, respectively, and are terminable for cause. 
The Company may also terminate the agreements without cause subject to the 
obligation to pay the terminated employee a severence equal to five to eight 
months' salary based on length of service.  The agreements terminate in 
December 1999.  The employment agreements do not significantly restrict the 
employees' ability to compete with the Company following any termination.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth certain information regarding the 
          beneficial ownership of the Common Stock as of April 15, 1997 by 
          each of the directors and each of the Named Executive Officers 
          and all directors and executive officers as a group and each person
          who is known to Rocky Mountain Internet to own beneficially more 
          than five percent of the Common Stock.




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<PAGE>

<TABLE>
     ------------------------------------------------------------------------------------------------------
          (1)                          (2)                                   (3)                  (4)
     Title of Class        Name and address of Beneficial Owner         Amount and Nature of     Percent of 
                                                                          Beneficial Owner         Class
     ------------------------------------------------------------------------------------------------------
     <S>                   <C>                                                <C>                     <C>
     Common Shares         Roy J. Dimoff                                        510,739               11%
                           President and Chief Executive Officer                                 
                           1099 18th Street, Ste 3000                                            
                           Denver, CO 80202                                                      
     ------------------------------------------------------------------------------------------------------
     Common Shares         Kevin R. Loud                                        483,500               10%
                           Vice President - Business Development                                 
                           1099 18th Street, Ste 3000                                            
                           Denver, CO 80202                                                      
     ------------------------------------------------------------------------------------------------------
     Common Shares         Christopher K. Phillips                              423,000                9%
                           Director                                                              
                           1099 18th Street, Ste 3000                                            
                           Denver, CO 80202                                            
     ------------------------------------------------------------------------------------------------------
     Common Shares         All Officers and Directors (six persons)           1,496,818               32%
     ------------------------------------------------------------------------------------------------------
     Common Stock          Jim D. Welch                                         460,820               10%
     Shares                1326 Sorrento                                               
                           Colorado Springs, CO 80906                                  
     ------------------------------------------------------------------------------------------------------
     Series A Preferred    Gerald Van Eeckhout                                   35,000               14%
                           Chairman - Board of Directors                               
                           ACT Teleconferencing, Inc. (1)                              
                           1658 Cole Blvd., Suite 162                                  
                           Golden, CO 80401                                            
     ------------------------------------------------------------------------------------------------------
     Series A Preferred    All Officers and Directors (six persons)              35,000               14%
     ------------------------------------------------------------------------------------------------------
</TABLE>

     (1) ACT Teleconferencing, Inc. holds 25,000 shares of Series A Preferred 
         Stock.  Mr. Van Eeckhout, a director of the Company, is also an 
         officer, director and shareholder of ACT Teleconferencing, Inc., and 
         may be deemed the beneficial owner of the 25,000 shares of  Series A 
         Preferred Stock held by it.  Mr. Van Eeckhout disclaims beneficial 
         ownership of the shares.  Mr. Van Eeckhout also holds 10,000 shares 
         of Series A Preferred Stock in his name.

   Changes in Control.

   There are no arrangements or agreements which may result in a change in 
   control of Rocky Mountain Internet, Inc.
  

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Related Party Transactions

   In December, 1996, the Company acquired the assets of The Information 
   Exchange, LLC., a Denver based voice messaging service company, a related 
   party through common ownership.  Roy J. Dimoff, President and CEO of Rocky 
   Mountain Internet, Inc. (RMI), held a 51% ownership share of The Information 
   Exchange and Nancy Phillips, Vice President of Operations of RMI held a 31% 
   share of The Information Exchange.  RMI issued 52,723 shares of common stock 
   in exchange for 100% ownership of The Information Exchange.




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<PAGE>

   In late 1995 and early 1996, the Company effected an offering of 
   convertible Debentures in the aggregate principal amount of $490,000.
   The Debentures bear interest at the rate of 12% per annum, payable 
   quarterly, and are convertible into Common Stock at the option of the 
   holder at a conversion price of $0.40 per share.  All of the Debentures 
   were converted to Common Stock in October, 1996. Certain of the Debentures
   were purchased by persons who are relatives of the Company's major 
   shareholders on terms the same as those offered to unrelated purchasers. 
   Relatives of Mr. Dimoff purchased $132,000 (subsequently converted to 
   330,000 common shares) and relatives of Mr. Loud purchased $68,000 
   (subsequently converted to 170,000 common shares), respectively, in 
   aggregate principal amounts of the Debentures. 

   In February 1997, the Company entered into a negotiated agreement with 
   Jim D. Welch, an officer and a shareholder of the Company, wherein the 
   Company agreed to purchase 90,000 shares of the Company's common stock 
   from him for $120,000. The stock will be purchased over an eighteen 
   month period.  As part of the agreement, Mr. Welch separated from 
   employment with the Company.

   Transactions with Promoters

   Neidiger, Tucker, Bruner, Inc. (NTB) was the principal underwriter of the 
   initial public offering (IPO).  The Company sold to NTB at the closing of 
   the IPO, for $100, warrants to purchase 136,500 Units (comprised of one 
   share of common stock and one warrant).  Such Units are the same as the 
   Units offered in the IPO except that they (a) have an exercise price of 
   $4.20 per Unit (120% of the Unit offering price) and $6.5625 per 
   underlying Warrant (150% of the public Warrant exercise price); and (b) 
   will be exercisable for a 48-month period commencing one year from 
   September 5, 1996 (the date of the Prospectus).  The NTB Warrants may be 
   exercised in a cashless transaction whereby the NTB Warrants, at the 
   holder's option, may be exchanged, in whole or in part, for the underlying 
   Common Stock and Warrants.


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

Rocky Mountain Internet, Inc.
Registrant

April 30,1997      By:  /s/ D. Kirk Roberts
                   -------------------------
                   Chief Financial Officer




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