FORM 10-Q Amendment 1
    
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
     For the period ended September 30, 1996

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
     For the transition period from              to

Commission file number 0-27604

                            PICK Communications Corp.
           (Exact name of the registrant as specified in its charter)

         NEVADA                                          75-2107261
(State or other jurisdiction of             (I.R.S. employer identification no.)
Incorporation or Organization)

155 Route 46, West, Third Floor
   Wayne Interchange Plaza II
         Wayne, NJ                                                       07470
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code:  (201) 812-7425

Indicate by check mark whether the  registrant (1) has filed reports to be filed
by  Section  13 or 15(d)  of the  securities  Exchange  Act of 1934  during  the
preceding 12 months (or for 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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

          Class                                 Outstanding at November 14, 1996
Common Stock, $.002 Par Value                              43,242,516

               (See Index to Sections of this Document on Page 2)
<PAGE>
                            PICK Communications Corp.


                                Table of Contents

                                                                        Page No.
PART I            Financial Information

Item 1:  Financial Statements                                                  3
         Index to Financial Statements                                       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 the Consolidated Financial Statements                      F-6

Item 2: Management's Discussion and Analysis                                  13

PART II           Other Information:

Item 1   Legal Proceedings                                                    17
Item 2   Changes in Securities                                                17
Item 3   Defaults Upon Senior Securities                                      17
Item 4   Submission of Matters to a Vote of Security Holders                  17
Item 5   Other Information                                                    17
Item 6   Exhibits and Reports on Form 8-K                                     17


SIGNATURES                                                                    18







                                        2
<PAGE>
                            PICK Communications Corp.

PART I   Financial Information

Item 1 - Financial Statements:

Financial Information

Financial  statements for the three and nine months ended September 30, 1996 and
September 30, 1995 are derived from the consolidation of the PICK Communications
Corp, (the "Company") Public  Info/CommKiosk,  Inc.,  ("PICK"),  P.C.T.  Prepaid
Telephone,  Inc.  ("PCT") and PICKNET,  Inc. (PNI), in accordance with generally
accepted  accounting  principles.  (See Notes to the  Financial  Statements  for
accounting policies.)

On April 16,  1996,  the  Company  established  PICKNET,  Inc.,  a wholly  owned
subsidiary  to serve as the  operating  company for the resale of  international
long distance service. Service began for a third party customer in May, 1996.

The  Consolidated  Financial  Statements  of the  Company  are  included  in the
following pages labeled F-1 through F-9.
















                                        3
<PAGE>
                            PICK Communications Corp.


                          INDEX TO FINANCIAL STATEMENTS




                                                                            Page


Consolidated Balance Sheets                                                  F-2

Consolidated Statements of Operation                                         F-3

Consolidated Statement of Stockholders' Equity                               F-4

Consolidated Statements of Cash Flows                                        F-5

Notes to Consolidated Financial Statements                                   F-6


























                                       F-1
<PAGE>
                            PICK Communications Corp.
                           Consolidated Balance Sheets
                    December 31, 1995 and September 30, 1996
   
<TABLE>
<CAPTION>
<S>                                                                                             <C>             <C>     
         ASSETS .............................................................................          1995           1996 
CURRENT ASSETS ..............................................................................                  (Unaudited)
    Cash ....................................................................................   $   110,715        144,110
    Accounts receivable, net (note 1g) ......................................................       824,463      1,211,655
    Prepaid telephone card inventory (note 1d) ..............................................       167,091         87,288
    Prepaid advertising .....................................................................             0      2,458,156
    Prepaid expenses and other current assets ...............................................       503,495        237,866
       Total Current Assets .................................................................     1,605,764      4,139,075

PROPERTY AND EQUIPMENT
    Furniture and equipment, net (note 1e) ..................................................       114,135        148,093
    Total Property and Equipment ............................................................       114,135        148,093

OTHER ASSETS
    Pre-paid cellular patent and rights, net ................................................       712,500        605,625
    Investment in marketable equity securities, net (note 6) ................................        16,625      5,866,875
       Total Other Assets ...................................................................       729,125      6,472,500
Total Assets ................................................................................   $ 2,449,024     10,759,668
         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable ........................................................................   $   191,891      1,426,523
    Direct cost telephone time accrual ......................................................     1,084,201        755,795
    Pre-paid telephone time liability .......................................................       378,000              0
    Accrued expenses and other current payables (note 1h) ...................................       145,448        656,512
    Customer deposits .......................................................................             0        410,000
    Reserve to contingent liability  ........................................................             0        904,000
    Deferred revenue ........................................................................       805,383      1,448,458
    Current income taxes payable (note 1j) ..................................................             0              0
    Short-term portion of long-term debt ....................................................        75,000              0
         Total Current Liabilities ..........................................................     2,679,923      5,601,288

LONG-TERM LIABILITIES
    Deferred income tax liability (note 1j) .................................................             0              0
    Due to The Next Edge, Inc. (note 4) .....................................................       400,000              0
       Total Long-Term Liabilities ..........................................................       400,000              0
         Total Liabilities ..................................................................     3,079,923      5,601,288
    Minority interest in consolidated subsidiary ............................................       215,508      1,705,681

STOCKHOLDERS' EQUITY
    Common stock, $0.002 par; Authorized 50,000,000 shares; issued and
       outstanding 40,542,516 at December 31, 1995 and 43,242,516 issued
       and 42,762,516 outstanding at September 30, 1996 (note 2) ............................        81,085         86,485
    Additional paid in capital in excess of par (note 2) ....................................     2,018,780      6,288,380
    Stock subscription receivable (note 2) ..................................................      (800,000)      (600,000)
    Treasury stock (note 2) .................................................................             0       (602,089)
    Marketable equity securities valuation reserve (note 6) .................................             0     (2,850,750)
    Retained earnings (deficit) .............................................................    (2,146,272)     1,130,673
Total Stockholders' Equity ..................................................................      (846,407)     3,452,699
Total Liabilities and Stockholders' Equity ..................................................   $ 2,449,024     10,759,668
</TABLE>
    
     The accompanying notes are an integral part of the financial statements
                                       F-2
<PAGE>
                            PICK Communications Corp.
                      Consolidated Statements of Operations
                                   (UNAUDITED)
   
<TABLE>
<CAPTION>
<S>                                                                     <C>                  <C>         <C>               <C>
                                                                           3 months ended Sept. 30,      9 months ended Sept.30,
                                                                             1995           1996           1995           1996 
                       Revenue
Sales - debit cards to related parties (note 5) .......................$    63,806        256,810        234,039        963,639
Sales - debit cards to others .........................................    366,244         58,821        882,425        526,985
Sales - long distance services ........................................      4,468      3,125,424         15,552      3,680,648
    Total sales .......................................................    434,518      3,441,055      1,132,016      5,171,272

Cost of sales - related parties (note 5) ..............................     67,063         30,150        521,523        135,357
Provision for contingent costs ........................................          0        904,000              0        904,000
Other cost of sales ...................................................    189,474      3,299,375        426,709      5,217,863
   Total cost of sales ................................................    256,537      4,233,525        948,232      6,257,220
   Gross profit(loss) .................................................    177,981       (792,470)       183,784     (1,085,948)

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

             Operating Expenses
Sales and marketing - related party (note 5) ..........................     24,600         37,309         28,000         79,645
Sales and marketing - other ...........................................     36,454        386,105        104,633        531,643
   Total sales and marketing ..........................................     61,054        423,414        132,633        611,288

General and administrative .............................................   256,393        320,616        506,965      1,218,145
Depreciation ..........................................................      6,072         11,090         18,216         27,672
Amortization ...........................................................         0         35,625              0        106,875
Bad debt ...............................................................     2,036        303,243          7,097        389,921
   Total operating expenses ............................................   325,555      1,093,988        664,911      2,353,901

Income(loss) from operations ...........................................  (147,574)    (1,886,458)      (481,127)       210,151
Interest expense .......................................................    13,286           (127)        31,039           (782)

Income(loss) before taxes, minority interest in
  subsidiary loss and gain on sale of marketable
  equity securities ....................................................  (160,860)    (1,886,331)      (512,166)       210,933
Gain on in-substance defeasance ........................................         0         53,080              0         53,080
Gain(loss) - sale of mkt equity securities .............................         0              0              0      4,784,000

Income(loss) before taxes and minority interest
   in subsidiary loss ..................................................  (160,860)    (1,833,251)      (512,166)     5,048,013
Minority interest in subsidiary loss ...................................         0         17,787              0         36,932
Provision for def income tax(benefit)(note 1j) .........................         0              0              0      1,808,000
Provision for curr income tax(benefit)(note 1j) ........................         0              0              0              0

Net income(loss) ......................................................$  (160,860)    (1,815,464)      (512,166)     3,276,945

Primary net income(loss) per share ................................... $      --            (0.04)          --             0.08
Weighted average number of shares outstanding .........................       --       42,775,559           --       42,829,377
Fully diluted net income(loss) per share ..............................$      --            (0.04)          --             0.07
Weighted average number of shares outstanding .........................       --       46,275,559           --       46,329,377
</TABLE>
    
    The accompanying notes are an integral part of the financial statements.
                                       F-3
<PAGE>
                            PICK Communications Corp.
                 Consolidated Statement of Stockholders' Equity
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                 <C>          <C>           <C>           <C>            <C>          <C>           <C>
                                                Additional     Stock         Mkt Sec                     Retained        Total
                                      Common      Paid in     Subscrip       Valuation      Treasury     Earnings/    Stockholders'
                                       Stock      Capital    Receivable       Reserve         Stock     (Deficit)        Equity
BALANCE, January
    1, 1996                        $   81,085    2,018,780     (800,000)            0             0    (2,146,272)     (846,407)

Capital transactions:
                             A)           500      249,500     (125,000)            0             0             0       125,000
                             B)         2,300    2,697,700            0             0             0             0     2,700,000
                             C)         2,500    1,272,500            0             0             0             0     1,275,000
                             D)             0            0            0             0       (29,500)            0       (29,500)
                             E)             0            0      325,000             0             0             0       325,000
                             F)             0            0            0             0      (572,589)            0      (572,589)
                             G)           100       49,900            0             0             0             0        50,000

Marketable equity
  securities valuation
  reserve - net                             0            0            0    (2,850,750)            0             0    (2,850,750)

Net income(loss)                            0            0            0             0             0     3,276,945     3,276,945

BALANCE, September
   30, 1996                        $   86,485    6,288,380     (600,000)   (2,850,750)     (602,089)    1,130,673     3,452,699
</TABLE>
   
A) January 1996;  250,000 shares of common stock;  $125,000 in cash and $125,000
in stock subscription receivable. (note 2)

B)  January  1996;  1,150,000  shares of common  stock;  $3  million  in prepaid
advertising valued on the Company's books at $2,700,000. (note 2)

C) January 1996; 1,250,000 shares of common stock; 500,000 shares of Ultimistics
Inc.  restricted  common  stock  which  had a bid  price  of  $8.50  per  share,
discounted 70%. (note 2)

D) March 1996; 230,000 shares of common stock;  agreement to acquire as treasury
stock. (note 2)

E) Three quarters 1996; 0 shares of common stock; stock  subscriptions  received
in cash.

F) July 1996, exchanged prepaid advertising, prepaid telephone cards and $15,000
in cash for 250,000 shares of the Company's stock as treasury stock.

G) July 1996,  converted  $50,000 of legal services  expenses into equity at the
rate of $1.00 per share
    
    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>
                            PICK Communications Corp.
                      Consolidated Statements of Cash Flows
                          9 months ended September 30,
                                   (UNAUDITED)
   
<TABLE>
<CAPTION>
<S>                                                                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES: ............................................................      1995          1996 
Net income(loss) .................................................................................   $ (512,166)    3,276,945
Adjustments to reconcile net loss to net cash used for operating activities:
  Non-cash revenues - prepaid cellular license revenue ...........................................            0    (3,650,000)
  Non-cash gain on sale of marketable equity securities ..........................................            0    (4,784,000)
  Non-cash gain on in-substance defeasance .......................................................            0       (53,080)
  Non-cash expenses - prepaid advertising ........................................................            0       256,845
  Depreciation ...................................................................................       18,216        27,672
  Amortization ...................................................................................            0       106,875
  Bad debt expense ...............................................................................       22,125       389,921
  Stock issued for services ......................................................................        2,420        50,000
  Provision for deferred income taxes ............................................................            0     1,808,000
  Reserve for contingent liabilities .............................................................            0       904,000
Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable .....................................................        5,835      (767,141)
  (Increase) decrease in prepaid telephone card inventory ........................................      (41,328)       79,803
  (Increase) decrease in prepaid and other assets ................................................      (36,234)     (154,371)
  Increase (decrease) in accounts payable ........................................................       20,051     1,234,633
  Increase (decrease) in direct cost telephone time accrual ......................................     (178,331)     (328,408)
  Increase (decrease) in deferred revenue ........................................................      228,298       643,076
  Increase (decrease) in prepaid telephone time liability ........................................            0      (378,000)
  Increase (decrease) in customer deposits .......................................................            0       410,000
  Increase (decrease) in accrued expenses (note 1h) ..............................................       37,677       511,065
Net cash (used) provided by operating activities .................................................     (433,437)     (416,165)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in debt securities (note 4) ..........................................................            0      (371,920)
Purchase of fixed assets .........................................................................      (12,959)      (61,632)
Net cash (used) provided by investing activities .................................................      (12,959)     (433,552)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash .....................................................................      493,114       125,000
Common stock issued for cash by subsidiary .......................................................            0       527,612
Acquisition of treasury stock ....................................................................      (44,500)
Payments received on stock subscriptions receivable ..............................................            0       325,000
Funds advanced by third-party ....................................................................      250,000             0
Payments on third-party debt .....................................................................            0       (50,000)
Payments on stockholder advances .................................................................       (3,035)      (50,000)
Funds advanced by stockholder ....................................................................            0        50,000
Net cash provided (used) by financing activities .................................................      740,079       883,112
Net increase (decrease) in cash ..................................................................      293,683        33,395
CASH, beginning of period ........................................................................       17,659       110,715
CASH, end of period ..............................................................................   $  311,342       144,110
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Stock issued for investment in marketable equity securities .................................   $   10,000     2,075,000
     Stock issued to acquire prepaid advertising .................................................   $        0     2,700,000
     Stock issued for subscription receivable ....................................................   $   82,500       125,000
     Stock issued to retire note payable .........................................................   $  250,000             0
     Insubstance defeasance ......................................................................   $        0       425,000
     Prepaid advertising and telephone cards exchanged for treasury stock ........................   $        0       557,589
</TABLE>
    
     The accompanying notes are an integral part of the financial statements
                                       F-5
<PAGE>
                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements
                                   (UNAUDITED)

(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, and then to Prime  International  Products,
Inc., in May 1988 and to PICK Communications Corp. in December 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 conducts business from its headquarters in Wayne, NJ.

Public Info/Comm Kiosk,  Inc. (PICK) was incorporated in the state of New Jersey
on August 6, 1992. It was inactive from  incorporation  until January 1993, when
the founder began the  operations  of the Company.  PICK operated in 1993, as an
agent for the sale of long distance services. In August 1994, PICK began selling
its own brand of  prepaid  calling  card.  PICK's  target  market  is  primarily
Hispanics  located in New York,  New  Jersey,  South  Florida  and  Texas.  Pick
expanded into California in 1995.

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
financial  statements  for the nine  months  ended  September  30, 1995 and 1996
include all  adjustments  which in the opinion of  management  are necessary for
fair presentation.  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 by PICK, 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. Intercompany transactions have been eliminated.

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

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
fulfillment company to the wholesale purchaser.

e) Fixed assets Fixed assets,  principally  telephone  equipment,  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
$18,216 and $27,672 for the nine months ended September 30, 1995 and 1996.

f) Concentration of credit risk Two customers  accounted for approximately 10.0%
and 5.6% of net sales and approximately 28.8% and 22.6%of accounts receivable at
September 30, 1995. Three customers accounted
                                       F-6
<PAGE>
                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(1) Summary of significant accounting principles, continued
f) Concentration of credit risk,  continued for approximately  33.6%,  25.6% and
13.5%  of net  sales  and  approximately  12.9%,  8.1%  and  47.9%  of  accounts
receivable  at  Septrmber  30,  1996.  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 dates of these statements,  the Company has
established a reserve for doubtful accounts at a rate of approximately  25.9% of
outstanding  accounts  receivable  or 8.2% of  sales.  The  reserve  amounts  at
September  30, 1995 and 1996 were  $22,125 and  $422,599.  Bad debt  expense was
$7,097 and  $389,921  for the nine  months  ended  September  30,  1995 and 1996
respectively.

h)  Accrued  compensation  Accrued  compensation  of  $114,027  and  $74,027  at
September  30, 1995 and 1996 is composed of  compensation  accrued,  but not yet
paid to the President of the Company.

i) Valuation of intangibles  Intangible  assets are valued at cost and amortized
over their  estimated  remaining  useful lives.  The Company is  amortizing  the
prepaid  cellular  asset  over  the  initial  60  month  term  of the  contract.
Amortization expense was $0 and $106,875 for the nine months ended September 30,
1995 and 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.  The Company had a deferred tax
liability of $0 and $0 and a current tax liability of $0 and $0 at September 30,
1995 and 1996.  The  deferred  tax  liability  is  composed  of the tax  effects
resulting  from the exchange of the Foxwedge  shares and Firenze  shares it held
for shares of  Ultimistics  Inc.  At the dates of these  exchanges  the  Company
recorded gains for book purposes  totaling  $4,784,000  with deferred income tax
effects of $1,674,400 for federal and $430,600 for state. At September 30, 1996,
the current  market value of all the shares of Ultimistics  received  during the
period, net of discount,  would reflect a loss of $4,106,250,  with deferred tax
asset effects of $1,674,400 for federal and $430,600 for state. At September 30,
1996,  the Company has  established  a valuation  allowance  of its deferred tax
liability for this combined difference of $1,808,000,  giving a net deferred tax
liability at September 30, 1996, of $0 federal and $0 state,  for a total of $0.
The valuation  allowance  reduced the  marketable  equity  securities  valuation
reserve,  as reflected in the  Stockholders'  Equity section of the consolidated
balance  sheet at  September  30,  1996.  The current  income tax  liability  is
adjusted by the benefit of net operating loss carryforwards  totaling $2,110,496
at December 31, 1995. The tax benefit was comprised of approximately $717,600 in
federal tax benefit and $126,400 in state tax benefit at December 31, 1995.  The
net current income tax liability is composed of $0 federal and $0 for state. Any
income tax benefits  related to the differences  between methods of depreciation
is de minimis.

k) Net  income(loss)  per share  Primary  income(loss)  per share is computed by
dividing the net  income(loss)  by the weighted  average number of common shares
outstanding during the period.  Fully-diluted income(loss) per share is computed
by dividing the net income(loss) by the weighted average number of common shares
and  common  share  equivalents,   assuming  the  equivalents  had  been  shares
outstanding, during the period.

(2) Stockholders' equity The Company has authorized  50,000,000 shares of $0.002
par value common stock.

On November 21, 1995, the Company issued  1,000,000 shares to an unrelated third
party in exchange for  $200,000  cash and a note  receivable  for $800,000 to be
paid during  1996.  Of this amount  $600,000  has not yet been paid.  Due to the
decline  in the  market  price  of the  shares  the  Company  is  considering  a
renegotiation of this transaction to issue more shares for the same subscription
amount on the unpaid balance as of September 30, 1996.

In June 1996, the Company settled a dispute with a former  officer.  This former
officer had the right to
                                       F-7
<PAGE>
                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(2) Stockholders'  equity,  continued exchange the individuals' 20,000 shares of
PICK, Inc. into 330,000 shares of the Company and also owned a warrant for 5,000
shares of PICK, Inc. with an exercise price of $5 per share,  which the board of
directors  has  amended to a warrant for 82,500  shares of the  Company  with an
exercise price of $0.30 per share.  These shares were part of the reorganization
discussed in note 2 above. 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.

(3)  Commitments  The Company  entered into a 63 month  operating  lease for the
Company's  facilities  in June 1996.  This lease  provides for three months free
rent and a renewal  option  for five  additional  years.  Future  minimum  lease
payments under this  operating  lease in effect at September 30, 1996 are $8,620
per  month,  or  $103,441  per year.  Rent  expense  for the nine  months  ended
September 30, 1995 and 1996 was $8,884 and $16,015, respectively.

(4) In-substance defeasance In July 1996, the Company acquired US Treasury Notes
with a maturity amount of $425,000 with scheduled  maturity dates which coincide
with the payment due dates on  the remaining  balance of the note payable to The
Next Edge, Inc. The Company placed these UST Notes in an irrevocable trust which
has as its  trustee  a New York  City law  firm.  The  trust is to  collect  the
maturity  amounts of the UST Notes and remit the proper  amount to The Next Edge
on the scheduled  payment  dates.  The UST Notes were  purchased 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 defeasance, whereby the Company recognized
a gain of $53,080 and removed the assets and  corresponding  liability  from its
books and records.

(5) Related party  transactions The Company  purchased  advertising  services of
$28,000 and $79,645 in the nine month periods ended September 30, 1995 and 1996,
from an entity  controlled by an individual  who is a stockholder of the Company
and a member of the Board of Directors.  This individual  also received  150,000
shares of the Company's  common stock for his and his staff's efforts to develop
and  oversee  the  implementation  of the  advertising/marketing  programs to be
instituted  by the Company to use the  $5,000,000  in prepaid  advertising.  The
Company  purchased  substantially all of its telephone network services in 1995,
from a vendor which also owns  approximately  1% of the Company's  common stock.
The Company had sales of $234,039 in 1995,  to 2  stockholders  and  $963,639 in
1996, to 3 stockholders.

(6) Investment in marketable equity securities 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 microchip for use in
acessing the Internet,  (or World Wide Web). The Company received 500,000 shares
of Internet Channel,  Inc. Rule 144 restricted common stock in exchange 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
September 30, 1996, the Company holds  4,700,000  shares of  Ultimistics  with a
current  market value of  approximately  $18,800,000  which when  discounted 70%
equals $5,800,250. The Company has established a valuation reserve of $4,658,750
for this  investment.  The valuation  reserve as reflected in the  Stockholders'
Equity  section  of the  consolidated  balance  sheet  is net of the  $1,808,000
deferred income tax effects,  giving a net of $2,850,750.  The Company  believes
that the  decline  in market  value of the  Ultimistics  stock is  temporary  in
nature.  At September  30,  1996,  there is no market for the shares of Internet
Channel, Inc.

(7)  Working  capital   deficiency  The  accompanying   consolidated   financial
statements have been prepared assuming 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 previously  filed
consolidated
                                       F-8
<PAGE>
                            PICK Communications Corp.
                   Notes to Consolidated Financial Statements

(7) Working capital  deficiency,  continued  financial  statements,  the Company
incurred net losses for the years ended  December 31, 1993,  1994 and 1995.  For
the nine months ended  September 30, 1996, the Company  recorded  $3,276,945 net
income.  This profit was generated  principally as a result of non-cash  revenue
and gains.  The Company has a working  deficiency of $1,462,213 at September 30,
1996.

During the nine months ended Setember 30, 1996, the Company raised  $883,112 net
in cash from  financing  activities.  This  amount  plus its cash on hand at the
beginning of the period exceeded its cash flows used by operations and investing
activities by $144,110,  which  resulted in and reflects an increase of cash. At
September 30, 1996, the Company has one note receivable,  accounted for as stock
subscriptions  receivable,  in the  amount  of  $600,000,  to be paid  over  the
remainder of 1996. The subscriber has declined to pay the subscription price due
to the  decline in the market  value of the  shares  (to $.40 from  $2.00).  The
Company is currently  negotiating with this subscriber such that the Company may
issue additional  stock to entice the subscriber to fulfill the obligation.  The
Company's  plans also  include  controlling  its cash  expenses,  such that this
inflow of capital may  continue to cover a cash  shortfall  over the next twelve
months.

Substantially  all of the assets  received  relating  to the  profits  generated
include common stock of Ultimistics  Inc. The Company believes that it is in the
its best interest to hold this asset for the forseeable  future, in the hope for
capital  appreciation  over the  value  recorded  at  September  30,  1996,  and
increased liquidity over time.

In January  1996,  the Company  entered into  agreements to exchange the prepaid
telephone  time it  owned  and  common  stock  of the  Company  for a  total  of
$5,000,000 of prepaid  advertising.  The Company entered into these transactions
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  a  concurrent  cash  expenditure,  will  be
beneficial to its cash flows from operations.  The Company has utilized $256,845
of this advertising during the three months ended September 30, 1996.

The Company continues to negotiate for lower telephone time rates in conjunction
with higher usage  volumes.  The higher usage volumes are expected to occur when
the advertising/marketing programs now under development are instituted.

The Company is also seeking to raise  additional  funds,  either through debt or
equity  offerings,  or a combination of both. Any funds raised would be employed
to further  increase its 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   sucessfully
implemented,  the Company could be required to seek  additional  financing  from
sources not currently anticipated.









                                       F-9
<PAGE>
Item 2 - Management's Discussion and Analysis of Operations:

Results of Operations:

     The  Company  generates  revenues  from  the  sale  of   telecommunications
services. This includes prepaid telephone debit cards to distributors for resale
outlets,  international  long  distance to  carriers  and  licenses  for prepaid
cellular telephone to both domestic and international markets.

     The Company's  primary  costs of sales are the cost of telephone  services,
for both Debit Cards and for the resale of international long distance services.
In addition, the cost of sales includes the production of the Debit Cards, their
printing,   fulfillment  and  distribution,  and  fixed  costs  associated  with
international long distance switching and communications.

     For Debit  Card  sales,  the  Company  recognizes  revenues  at the time it
provides the telephone  services  associated  with its cards. It defers revenues
until then, based on customer  patterns of usage, and recognizes the cost of the
carrier  telephone  traffic based on the minutes used, which are also recognized
in  revenues.   Other  direct  costs  (non-traffic  costs  representing   design
royalties,  printing,  fulfillment,   shipping,  sales  commissions,  etc.)  are
recognized as up-front costs as 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.  For the resale of  international
long  distance,  the Company  recognizes  revenues as the traffic is used by its
customers.  For the sale of prepaid  cellular  telephone  licenses,  the Company
recognizes  revenues as the licenses are sold,  based on the value  received for
them.  In  this  connection,  the  Company  received  substantially  all  of its
consideration  for those  licenses in the form of restricted  Ultimistics,  Inc.
("Ultimistics")  common stock.  The revenues were recognized based on discounted
values of the shares as of the dates of the transactions.

Nine Months Ended September 30, 1996 and September 30, 1995:

     The  Company  sold  territory  licenses  to market and  distribute  prepaid
cellular  telephones for the majority of the world's area to Yakimoto Investment
Ltd.  ("Yakimoto")  for $3,600,000 and a $50,000  prepaid  cellular  license fee
pertaining  to the  use of that  technology  with  The  Internet  Channel.  This
significant profit will not recur;  instead,  the Company expects to develop the
cellular  system and  generate  revenues  from the sale of the prepaid  cellular
telephones and the air time  associated  with their use over the next few years.
In  addition,  the Company  generated  $5,171,212  in revenues  from the sale of
telecommunications  services  ($1,490,624 in Debit Card revenues and $3,680,648,
in long  distance  revenues)  for the nine  months  ended  September  30,  1996,
compared to total Debit Card  revenues of  $1,116,464 of Debit Cards and $15,552
of long  distance  sales for the nine months  ended  September  30,  1995.  This
represents a total  increase of $4,039,256 or 357%.  This  significant  increase
reflects the introduction of the long distance business.  Although revenues from
operations  have  increased,  expenses  have  exceeded  those  revenues  for the
non-prepaid  cellular  telecommunications  segments of the  Company's  business,
resulting  in a negative  gross  margin of  $1,085,948  in the nine months ended
September  30,  1996,  compared to a gross profit of $183,784 for the first nine
months ended  September 30, 1995, an  unfavorable  variance of  $1,269,732.  The
Company  continues to build the  infrastructure  necessary to support  growth in
both Debit Cards and
                                       13
<PAGE>
the resale of international long distance traffic segments of its business.  The
loss results from the Company not yet achieving  sufficient  revenue volumes and
pricing  increases in these businesses to off-set fixed costs necessary to build
capacity and produce operating profits. The long distance costs incurred, in the
third  quarter   reflect   significant   fixed  costs  related  to  establishing
communications and an additional  switching source, and are included in the cost
of sales. In addition, the Company has provided for the cost of traffic which is
in a matter of dispute with its major carrier-AT&T. The Company believes it will
generally  prevail in this  dispute,  but has  provided  an  additional  cost of
$904,000.  If the Company does prevail in its dispute,  up to $904,000  could be
realized as a reduction  to cost,  which will make the  operating  results  more
favorable by an equal amount.

     Sales and  marketing  expenses  were  $611,288  for the nine  months  ended
September 30, 1996, compared to $132,633 for the nine months ended September 30,
1995,  reflecting  an increase of $478,655 or 361%.  This  increase is primarily
attributable  to the  implementation  of an  advertising  campaign  in the third
quarter which used a significant  amount of the  Company's  prepaid  advertising
asset, and an increase in sales commissions as a result of increased sales.

     General and  administrative  expenses were  $1,218,145  for the nine months
ended  September  30,  1996,  compared  to $506,965  for the nine  months  ended
September 30, 1995, reflecting an increase of $711,180 or 140%. This increase is
primarily attributable to salaries for additional personnel hired to support the
Company's growth and an increase in general office expenses  attributable to the
increase in personnel.

     Amortization  of  $106,875,  was  attributable  to  the  pre-paid  cellular
telephone   technology   license  which  is  being  expensed  over  five  years.
Depreciation is based upon lives of 3, 5, 7 or 10 years,  depending on the asset
classification.

     The  provision  for bad  debts  was  $389,921  for the  nine  months  ended
September 30, 1996,  compared to $7,097 for the nine months ended  September 30,
1995.  This  increase  of $382,824 is  attributable  to higher  debit card sales
volumes and slow payments from customers  which in turn, have  experienced  slow
payment  from  their  small  retail   outlets.   The  collection   problems  are
attributable to the service  capacity and operating  limitations  experienced by
the  Company's  switch,  which  adversely  impacted its  customers.  The Company
believes it has provided for the substantial portion of its potential collection
problems with this increased provision for bad debts.

     The  provision  for  current  income tax  expense of $0 takes into  account
amounts expected to be owed for estimated state and federal  liabilities,  based
on current earnings,  off-set by the aggregate tax loss  carry-forwards  and the
current  operating  loss. The provision for deferred  income taxes of $1,808,000
takes  into  account  the  non-taxable  profit  on the  exchange  of  marketable
securities.  The deferred tax liability  will not have to be paid until the time
the securities are sold.

     For the  reasons  listed  above,  the  Company  realized  a net  profit  of
$3,276,945  (or $.08 per share) for the nine months  ended  September  30, 1996,
compared to a net loss of $512,166 for the nine months ended September 30, 1995,
an improvement of $3,789,111.
                                       14
<PAGE>
Three Months Ended September 30, 1996 and September 30, 1995:

     For the three months ended September 30, 1996, the Company  generated debit
card  revenues of  $315,631  compared to  $430,050  for the three  months  ended
September 30, 1995. This represents a decrease of $114,419 or 27%. This decrease
reflects switch capacity  limitations which have resulted in product returns and
reductions in repeat sales of debit cards. The Company  generated  $3,125,424 in
revenues from the sale of international  long distance  services,  substantially
all of which  resulted  from the start-up of PICKNET,  Inc. for the three months
ended  September  30,  1996,  compared  to  $4,468  for the three  months  ended
September 30, 1995.  This  represents an increase of $3,120,956.  Although total
revenues have increased,  expenses have exceeded those revenues,  resulting in a
negative  gross  margin  of  $792,470  in 1996,  compared  to a gross  margin of
$177,981 in 1995,  an  unfavorable  variance of $970,451 (or 545%).  The Company
continues to build the infrastructure  necessary to support growth in both Debit
Cards and the resale of  international  long  distance  traffic  segments of its
business. The loss results from the Company not yet achieving sufficient revenue
volumes in these  businesses to off-set fixed costs  necessary to build capacity
and produce operating profits.  The Company has provided for the cost of traffic
which is in a matter  of  dispute  with its major  carrier-  AT&T.  The  Company
believes  it will  generally  prevail  in this  dispute,  but  has  provided  an
additional  cost of $904,000 if the Company does  prevail in its dispute,  up to
$904,000 could be realized as a reduction to cost, which will make the operating
results more favorable by an equal amount.

     Selling and  marketing  expenses  were  $423,414 for the three months ended
September 30, 1996, compared to $61,054 for the three months ended September 30,
1995,  reflecting  an increase of $362,360 or 594%.  This  increase is primarily
attributable  to the  implementation  of an  advertising  campaign  in the third
quarter which used a significant  amount of the  Company's  prepaid  advertising
asset.

     General and  administrative  expenses  were  $320,616  for the three months
ended  September  30,  1996,  compared to $256,393  for the three  months  ended
September  30, 1995,  reflecting an increase of $64,223 or 25%. This increase is
primarily attributable to salaries for additional personnel hired to support the
Company's growth and an increase in general office expenses  attributable to the
increase in personnel.

     Amortization of $35,625 was attributable to the pre-paid cellular telephone
technology  license  which is being  expensed over five years;  no  amortization
occurred  in 1995.  Depreciation  is based  upon  lives of 3, 5, 7 or 10  years,
depending on the asset classification.

     The  provision  for bad  debts was  $303,243  for the  three  months  ended
September 30, 1996  compared to $2,036 for the three months ended  September 30,
1995.  This  increase  of $301,207 is  attributable  to higher  debit card sales
volumes  and slow  payment  of a  customer  which in turn has  experienced  slow
payment from its small retail outlets.  The collection problems are attributable
to the service capacity and operating  limitations  experienced by the Company's
switch,  which  adversely  impacted its customers.  The Company  believes it has
provided for the substantial  portion of its potential  collection problems with
this increased provision for bad debts.
                                      15
<PAGE>
     No provision for current or deferred income taxes took place.  The deferred
tax liability will not have to be paid until the time the securities  which give
rise to the liabilitiy are sold.

     For the reasons listed above, the Company realized a net loss of $1,815,464
(or $0.04 per share) for the three months ended September 30, 1996 compared to a
net loss of $160,860 for the three months ended  September 30, 1995, an increase
of $1,654,604.

Liquidity and Capital Resources:

     The Company had working  capital  deficit of $1,462,213 as of September 30,
1996 compared to a deficit of  $1,074,159  as of December 31, 1995.  The working
capital  ratio was .74:1 at September 30, 1996 compared to .60:1 at December 31,
1995.

     Cash used in operating  activities  during the nine months ended  September
30, 1996 of $416,165  primarily reflects net profit generated from operations of
$3,276,945,  increases in deferred  revenues of $643,076 and,  depreciation  and
amortization  of $134,547.  These sources were off-set by uses of $3,650,000 for
non-cash  revenues  relating to the sale of prepaid cellar licenses,  $4,784,000
for the  non-cash  gain on the  sale of  marketable  securities,  and  increased
accounts  receivable of $767,141.  The remaining  increase of $783,775  reflects
general  increases in working  capital  accounts  which support higher levels of
activity. Net increases of current liabilities (accruals and deferred revenues),
which exceed  increases in receivables  and prepaid  expenses,  all of which are
necessary to support the increase in operating activities. Increases in accounts
receivable, card inventory, accounts payable and accrued expenses are the result
of increased volume.  Accounts  receivable are primarily generated from sales to
distributors  which are  obliged  to pay for the  cards  within  thirty  days of
receipt.  However, as stated  above, the lack of  consistency  of the  switching
equipment has caused the Company collection  problems.  The increase in deferred
revenues results from cards sold to distributors for which revenues have not yet
been  recognized.  The  Company  expects  to  recognize  this  revenue in future
periods, as customers use the Debit Cards, or as the cards expire.

     Cash used for investing activities for the three months ended September 30,
1996 of $433,552  reflects the  discounted  pre-payment  of debt of $371,920 and
capital  expenditures  of $61,632.  The Company has no material  commitments for
capital expenditures as of September 30, 1996.

     Cash provided from financing  activities for the nine months ended Septmber
30, 1996 amounted to $883,112,  primarily reflecting the receipt of cash against
stock sales of $125,000 by the Company and $527,612 by a  subsidiary,  and stock
subscribed  of  $325,000,  compared  to a  $740,079  for the nine  months  ended
September 30, 1995,  which  primarily  reflects Common stock issued for $493,114
and  funds  advanced  by  a  third  party  of  $250,000,  all  relating  to  the
recapitalization on September 12, 1995.

     As of  September  30,  1996,  the  Company  had cash  and cash  equivalents
amounting to $144,110, compared to $110,715 as of December 31, 1995.

     The  Company  anticipates,  based  on its  current  plans  and  assumptions
relating to its operations,
                                       16
<PAGE>
that its cash balances,  together with projected cash flows from  operations and
anticipated financing,  will be sufficient to satisfy the Company's contemplated
cash  requirements for the next 12 months. In the event that the Company's plans
change,  its  assumptions  change  or  prove  to be  inaccurate,  or cash  flows
otherwise  prove to be  insufficient  to fund  operations,  the  Company  may be
required to search for additional  financing or curtail its proposed growth. The
Company currently has entered into a credit  relationship with Banco Popular for
a $500,000  direct line of credit and a $250,000 line for letters of credit.  No
other arrangements are in place with respect to any additional financing.

Part II  - Other Information 

Item 1 - Legal proceedings:
    None to report

Item 2 - Changes in securities:
    None to report

Item 3 - Defaults upon senior securities:
    None to report

Item 4 - Submission of matters to a vote of security holders:
    None to report

Item 5 - Other information:
    None to report

Item 6 - Exhibits and reports on Form 8-K:
10.      Major Contracts:

         None to report.












                                       17
<PAGE>
Signatures:

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.




                                     PICK Communications Corp.

Date: November 14, 1996              By:    /s/  Diego Leiva
                                     Diego Leiva
                                     President and Chief Executive Officer



Date: November 14, 1996               By:    /s/  Karl R. Petersson
                                      Karl R. Petersson
                                      Vice President and Chief Financial Officer
                                      (Principal Accounting Officer)
























                                       18