FORM 10-QSB/A
    

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C. 20549
                 QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                 OF THE SECURITIES AND EXCHANGE ACT OF 1934

--------------------------------------------------------------------------------
  (Mark One)

   -------
      x          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
   -------    SECURITIES AND EXCHANGE ACT OF 1934 FOR THE QUARTERLY
                           PERIOD ENDED JUNE 30, 1997

                                       OR

   -------       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES AND EXCHANGE ACT OF 1934 FOR THE TRANSITION
   -------           PERIOD FROM                    TO
                         -------------------  --------------------

                       Commission file number 0-25194

--------------------------------------------------------------------------------

                  INTERAMERICAS COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in charter)

                       Texas                               87-0464860
              (State of Incorporation)           (IRS Employee Identification)

                1221 Brickell Avenue
                   Miami, Florida                             33131
     (Address of principal executive offices)               (Zip Code)

                       Registrant's telephone number:
                               (305) 377-6790

     Indicate by check mark whether the registrant (1) filed all reports
    required by Section 13 or 15(d) of the Securities Exchange Act of 1934
            during the past 12 months (or for such shorter period than that the
         registrant was required to file such reports),

                     -------                    --------
                  Yes       x                   No
                      -------                    --------

  and (2) has been subject to such filing requirements for the past 90 days.

                        -------                    --------
                  Yes       x                   No
                        -------                    --------

State the number of shares outstanding of each of the issuer's classes of
common equity, as of August 15, 1997 - 16,232,518

   
During August 1998 the Company restated its December 31, 1997 and 1996 annual
financial statements and second and third quarter 1996 and all 1997 quarterly
unaudited financial statements to reflect the effect of revising the price per
share of Company common stock issued in connection with the May 1996 acquisition
of Resetel from $2.25 to $5.99 per share. The revised price per share is based
on the average closing price of the Company's common stock for the period of 14
days before and after the date the terms of the acquisition were announced. The
previously recorded purchase price was based on the Company's March 1996 private
placement.
    

               NOTE: Page 1 of 13 sequentially numbered pages.
<PAGE>

                  INTERAMERICAS COMMUNICATIONS CORPORATION

                                    INDEX

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>          <C>                                                                                              <C>
PART I.      FINANCIAL INFORMATION

             ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                         BALANCE SHEETS -- AS OF JUNE 30, 1997 (UNAUDITED)
                              AND DECEMBER 31, 1996 (AUDITED)                                                  3

                         STATEMENTS OF OPERATIONS -- SIX MONTHS AND THREE MONTHS
                              ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)                                         4

                         STATEMENT OF STOCKHOLDERS' EQUITY -- SIX MONTHS ENDED
                              JUNE 30, 1997 (UNAUDITED)                                                        5

                         STATEMENTS OF CASH FLOWS -- SIX MONTHS ENDED JUNE 30, 1997
                              AND 1996 (UNAUDITED)                                                             6
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                                7

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS,                                      9
                              FINANCIAL CONDITIONS AND LIQUIDITY AND CAPITAL RESOURCES

PART II.     OTHER INFORMATION

             ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                                       13
</TABLE>


                                       2
<PAGE>

INTERAMERICAS COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
   

<TABLE>
<CAPTION>

                                                                             JUNE 30, 1997 DEC. 31, 1996
                                                                              (UNAUDITED)     AUDITED
                                                                             (AS RESTATED)  (AS RESTATED)
                                                                              -----------   -----------
                                       ASSETS

<S>                                                                           <C>           <C>
CURRENT ASSETS
      Cash and cash equivalents                                               $   393,545   $   723,396
      Restricted bank deposits                                                    853,050             0
      Accounts receivable                                                          44,566       113,277
      Other receivables                                                            30,282        96,686
      Prepaid expenses                                                            454,037       329,806
      Due from related parties                                                     44,314        26,424
      Other current assets                                                         98,516        38,236
                                                                              -----------   -----------
           TOTAL CURRENT ASSETS                                                 1,918,310     1,327,825
      Property and equipment, net                                               5,661,662     3,956,130
      Intangible assets, net                                                    9,315,716     9,567,107
      Deferred financing costs and other                                          480,687        42,333
                                                                              -----------   -----------
      TOTAL ASSETS                                                            $17,376,375   $14,893,395
                                                                              ===========   ===========
                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Bank line of credit                                                     $   921,101   $         0
      8% Convertible debentures                                                 1,974,000             0
      Accounts payable and accrued expenses                                       909,017       973,434
      Due to related parties                                                      297,191       416,213
      Lease obligations, current                                                   88,308       114,308
      Other current liabilities                                                   340,323       171,303
                                                                              -----------   -----------
           TOTAL CURRENT LIABILITIES                                            4,529,940     1,675,258
      7% Convertible debentures                                                 1,347,000             0
      Lease obligations, less current portion                                     455,541       248,238
      Deferred income taxes                                                       152,105       152,105
                                                                              -----------   -----------
      TOTAL LIABILITIES                                                         6,484,586     2,075,601
                                                                              -----------   -----------
COMMITMENT AND CONTINGENCIES                                                            0             0
                                                                              -----------   -----------
STOCKHOLDERS' EQUITY
      Preferred stock, $.001 par value, authorized
           10,000,000 shares, none issued                                               0             0
      Common stock, $.001 par value, authorized
           50,000,000 shares, 16,152,518
           issued and outstanding at June 30, 1997
           and December 31, 1997                                                   16,153        16,153
      Additional paid in capital                                               23,977,957    23,167,957
      Warrants                                                                    198,000             0
      Accumulated deficit                                                     (13,170,349)  (10,288,607)
      Cumulative translation adjustments                                         (129,972)      (77,709)
                                                                              -----------   -----------
           Total Stockholders' Equity                                          10,891,789    12,817,794
                                                                              -----------   -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $17,376,375   $14,893,395
                                                                              ===========   ===========
</TABLE>
    

                                       3
<PAGE>

INTERAMERICAS COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
   
<TABLE>
<CAPTION>

                                                     SIX MONTHS ENDED JUNE 30       THREE MONTHS ENDED JUNE 30
                                                   ----------------------------    ----------------------------
                                                       1997            1996             1997            1996
                                                   (AS RESTATED)   (AS RESTATED)   (AS RESTATED)   (AS RESTATED)
                                                   ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>
Sales                                              $    585,484    $    112,921    $    261,316    $     54,453
                                                   ------------    ------------    ------------    ------------
Operating expenses:
    Cost of sales                                       667,739         373,203         351,362         213,518
    Selling, general and administrative expenses      1,753,715       1,080,729         938,422         702,902
    Depreciation and amortization                       548,334         305,793         269,895         194,121
                                                   ------------    ------------    ------------    ------------
                                                      2,969,788       1,759,725       1,559,679       1,110,541
                                                   ------------    ------------    ------------    ------------
    LOSS FROM OPERATIONS                             (2,384,304)     (1,646,804)     (1,298,363)     (1,056,088)
Interest income and other                                33,584          13,759          15,683          13,167
Interest expense                                       (530,668)        (77,937)       (315,264)        (47,132)
                                                   ------------    ------------    ------------    ------------
    NET LOSS                                       $ (2,881,388)   $ (1,710,982)   $ (1,597,944)   $ (1,090,053)
                                                   ============    ============    ============    ============
    NET LOSS PER SHARE                             $      (0.18)   $      (0.13)   $      (0.10)   $      (0.08)
                                                   ============    ============    ============    ============
    WEIGHTED AVERAGE COMMON
         SHARES OUTSTANDING                          16,152,518      13,423,891      16,152,518      13,799,150
                                                   ============    ============    ============    ============
</TABLE>


    

                                       4
<PAGE>
INTERAMERICAS COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
   
<TABLE>
<CAPTION>

                                                                           
                                                                                   
                                                           ADDITIONAL              
                                         TRANSLATION     COMMON STOCK         PAID IN    ACCUMULATED    CUMULATIVE
                                           WARRANTS    SHARES    AMOUNT       CAPITAL     DEFICIT       ADJUSTMENT
                                          ----------  -------- -----------  ------------ ----------    ------------
<S>                                       <C>         <C>      <C>          <C>          <C>           <C>
Balances at December 31, 1996
 (as restated)                            16,152,518  $16,153  $23,167,957  $(10,288,961) $(77,709)

Issuance of warrants to
purchase Common Stock                                             $198,000

Beneficial conversion features
related to Convertible Debentures                     810,000

Currency translation adjustment                                     (52,263) 

Net loss                                                         (2,881,388)
                                           ----------   ------   -----------  ------------  ---------  ---------
Balances at June 30, 1997 (as restated)    16,152,518  $16,153   $23,977,957  $(13,170,349) $(129,972) $198,000
                                           ==========  =======   ===========  ============= ========== =========

<CAPTION>

                                                           TOTAL
                                                        ----------
<S>                                                    <C>
Balances at December 31, 1996 
  (as restated)                                        $ 12,817,434

Issuance of warrants to purchase
      Common Stock                                          198,000

Beneficial conversion features related
      to Convertible Debentures                             810,000

Currency translation adjustment                             (52,263)

Net loss                                                 (2,881,388)
                                                        -----------

Balances at June 30, 1997 (as restated)                $ 10,891,789
                                                        ===========
</TABLE> 
    

                                       5
<PAGE>


INTERAMERICAS COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
   

<TABLE>
<CAPTION>

                                                                   SIX MONTHS ENDED JUNE 30
                                                                 ---------------------------
                                                                     1997           1996
                                                                (AS RESTATED)   (AS RESTATED)
                                                                 ------------   ------------
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                         $(2,881,388)   $(1,710,982)
Adjustments to reconcile net loss to net cash
      used in operating activities:
          Depreciation and amortization                              548,334        305,793
          Amortization of deferred financing costs
              and original issue discounts                            54,840              0
          Beneficial conversion features                             810,000              0
          Capitalized interest related to network construction      (500,000)             0
          Noncash consulting expense                                                 73,333
          Imputed interest  on related party debt                                    36,457
          Changes in assets and liabilities:
              Accounts receivable                                     68,711        (57,259)
              Other receivables                                       66,404          7,000
              Prepaid expenses                                      (124,231)       (61,806)
              Due from related parties                               (17,890)        53,446
              Other current assets                                   (60,280)        (1,070)
              Accounts payable and accrued expenses                  (64,417)       322,770
              Due to related parties                                (119,022)       182,200
              Lease obligations, current                             (26,000)             0
              Other current liabilities                              169,020          8,246
                                                                 -----------    -----------
          NET CASH USED IN OPERATING ACTIVITIES                   (2,049,919)      (841,872)

CASH FLOWS FROM INVESTING ACTIVITIES:
      Net additions to property and equipment                     (1,502,829)       (90,870)
                                                                 -----------    -----------
          NET CASH USED IN INVESTING ACTIVITIES:                  (1,502,829)       (90,870)
                                                                 -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

      Issuance of common stock                                             0      7,432,403
      Net proceeds from issuance of notes payable                          0        737,070
      Proceeds from issuance of convertible debentures
          net of original issue discount                           3,500,000              0
      Deferred financing and related costs                          (474,194)       (94,663)
      Proceeds from bank line of credit net of
          restricted bank deposits                                    68,051              0
      Net proceeds from lease obligations                            181,303              0
                                                                 -----------    -----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                3,275,160      8,074,810
                                                                 -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                           (277,588)     7,142,068

EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND CASH EQUIVALENTS                                               (52,263)        90,563

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     723,396         57,000
                                                                 -----------    -----------
      CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $   393,545    $ 7,289,631
                                                                 ===========    ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

      RESTRICTED BANK DEPOSITS FROM BANK LINE OF CREDIT          $   853,050
                                                                 ===========
      WARRANTS ISSUED FOR ORIGINAL ISSUE DISCOUNTS               $   198,000
                                                                 ===========
</TABLE>
    

                                       6
<PAGE>

                         PART I FINANCIAL INFORMATION

                        ITEM 1 - FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COMPANY OVERVIEW

         InterAmericas Communications Corporation (the "Company") is a growing
provider of a wide range of telecommunications services over state-of-the-art
fiber optic networks in Santiago, Chile and Lima, Peru. Santiago, the capital of
Chile, has a population of approximately 5.4 million people. Lima, and its
adjacent port city of Callao, has a combined population of approximately 6.4
million people. The Company's strategy is to provide advanced telecommunications
services in selected markets in Latin America, where market deregulation and
high demand for access to emerging telecommunications networks and services
should create significant opportunities for early market entry and expansion.

         Currently, the Company has two major wholly owned subsidiaries.

         Its Chilean subsidiary, Hewster-Chile ("Hewster"), provides business to
business communication to end users and other carriers in Santiago with high
quality voice and data digital communications services on a private line basis
through a 120 kilometer fiber optic network. In addition, Hewster-Chile provides
its customers with local and wide area network design, engineering,
installation, systems integration and support services.

         Its Peruvian subsidiary, Red de Servicios Empresariales de
Telecomunicaciones, S. A. ("Resetel"), intends to provide services similar to
Hewster, on a private line basis through a fiber optic network in metropolitan
Lima. Currently, the Company has installed approximately 30 kilometers of its
fiber optic network and plans to complete the installation of another 110
kilometers of fiber optic cable by the end of 1997.

BASIS OF PRESENTATION

         The unaudited condensed consolidated financial statements included
herein have been prepared by the Company. The foregoing statements contain all
adjustments, consisting only of normal recurring adjustments which are, in the
opinion of the Company's management, necessary to present fairly the
consolidated financial position of the Company as of June 30, 1997, the
consolidated results of its operations for the three month and six month periods
ended June 30, 1997 and 1996, and its consolidated cash flows for the six month
period ended June 30, 1997 and 1996.

         Certain information and footnote disclosures normally included in
financial statements have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. These unaudited condensed
consolidated financial

                                       7
<PAGE>

statements should be read in conjunction with the December 31, 1996 audited
financial statements of the Company and the notes thereto.

         The financial statements have been prepared on the going concern basis
of accounting, which contemplates realization of assets and liquidation of
liabilities in the ordinary course of business. The Company has incurred
operating losses since its inception while investing in the infrastructure
necessary to generate significant operating revenues in the future. In addition,
the Company has funded a significant amount of capital expenditures over the
same time period. The Company's continued funding of its operating expenses,
working capital needs and capital expenditures is dependent on its ability to
raise additional financing in the future. The Company is continuously looking to
access both the public and private capital markets through the issuance of
equity or debt securities or bank loans. Historically, the Company has been
successful in raising such funds. However, there can be no assurance that the
Company will be successful in the future in raising such funds.

         During August 1998, the Company restated its financial statements to
reflect the effect of revising the price per share of Company common stock
issued in connection with the May 1996 acquisition of Resetel form $2.25 to
45.99 per share. The revised price per share is based on the average closing
price of the Company's common stock for the period of 14 days before and after
the date the terms of the acquisition were announced. The effect of the change
in price per share increased the reported purchase price from approximately
$2,800 to $7,500.

   
AMENDED QUARTERLY FINANCIAL INFORMATION

         During August 1998, the Company restated its financial statements to
reflect the effect of revising the price per share of Company common stock
issued in connection with the May 1996 acquisition of Resetel from $2.25 to
$5.99 per share. The revised price per share is based on the average closing
price of the Company's common stock for the period of 14 days before and after
the date the terms of the acquisition were announced. The previously recorded
purchase price was based on the Company's March 1996 private placement. The
effect of the change in price per share increased the reported purchase price
from approximately $2,800 to $7,500.

         During October 1997 and August 1998 the Company amended certain
financial information as reported on its June 30, 1997 and 1996 Form 10-QSB. A
summary of the original and amended unaudited financial information and a
description of the related impact of the Company's statement of operations
follows:

                                                ($000's)          ($000's)
                                               SIX MONTHS        SIX MONTHS
                                                  ENDED             ENDED
                                                JUNE 30,           JUNE 30,
                                                  1997               1996
                                               ----------       -------------
Revenues .................................      $    585         $       113
Loss from Operations .....................        (2,384)             (1,646)
Net loss, as amended .....................      $ (2,881)        $    (1,711)
                                                ========         ===========
Net basic and diluted loss per
 share, as amended .......................      $  (0.18)        $     (0.13)
                                                ========         ===========
General and administrative
 expenses ................................                               247 (a)
Depreciation expense .....................                               240 (a)
Interest expense .........................                                36 (a)
Amortization expenses ....................           116 (b)              64 (b)
                                                --------         -----------
Net loss, as originally reported .........      $ (2,765)        $     1,124
                                                ========         ===========
Net basic and diluted loss per
 share, as originally reported ...........      $  (0.17)        $     (0.08)
                                                ========         ===========
----------------
(a) Reflects (i) adjustement identified in the fourth quarter of 1996 to provide
    depreciation on assets placed in use during the first quarter of 1996, for
    which depreciation initially had not commenced until the second quarter of 
    1996 and (ii) adjustments for various expenses and costs identified by the 
    Company in the fourth quarter of 1996 as relating to earlier 1996 quarters.

(b) Reflects the quarterly effect of the Resetel purchase price described in
    the introductory language to the table above.
    

NOTE 1 -- RESTRICTED BANK DEPOSITS AND BANK LINES OF CREDIT

         Restricted bank deposits are held by banks that require such deposits
to be maintained in support of loans made to certain of the Company's
subsidiaries.

NOTE 2 -- CONVERTIBLE DEBENTURES AND INTEREST EXPENSE

         On February 3, 1997, the Company issued $1.5 million aggregate
principal amount of 7% Convertible Debentures due February 3, 2000 and Warrants
to purchase an aggregate 100,000 shares of the Company's Common Stock. On May 6,
1997 the Company issued $2.0 million aggregate principal amount of 8%
Convertible Debentures due April 30, 1998 and Warrants to purchase an aggregate
25,000 shares of the Company's Common Stock. The 7% Convertible Debentures and
the 8% Convertible Debentures are collectively referred to as the "Convertible
Debentures".

         The Convertible Debentures are convertible based on predetermined
formulas, at the option of the Holders, into Common Stock at any time prior to
maturity at a conversion price that will be less than the closing bid price as
reported by the NASDAQ Small Cap Market at time of conversion. In addition, at
the option of the Company, the Convertible Debentures may be redeem at
predefined premium amounts. In connection with the Convertible Debentures the
Company is required to file with the Securities and Exchange Commission ("SEC")
a registration statement covering a sufficient number of shares of Common Stock
into which the Convertible Debentures may be converted (the "Registered
Shares"). As of August 19, 1997, the Company had not filed such registration
statements with the SEC. Pursuant to the terms of the Convertible Debentures the
Company will be required to pay the Holders certain penalties until such time as
the Company either files the registration statement or redeems the Convertible
Debentures.

         Interest costs reported with respect to the Company's Convertible
Debentures include interest expense related to the stated coupon rate of
interest, the value attributable to the ability of the holders to convert the
debentures at a share price less than the closing bid price (as reported by the
NASDAQ Small Cap Market) at time of conversion ("beneficial conversion
features") and amortization of (i) deferred financing costs and (ii)

                                       8
<PAGE>
original issue discounts related to detachable warrants. The value attributable
to the beneficial conversion features have been expensed at date of issuance
because the agreements could allow holders of the Convertible Debentures to
convert at that date. As a result, for the six months and three months ended
June 30, 1997 the Company expensed $810,000 and $500,000, respectively, related
to the fair value (noncash) of the beneficial conversion features.

         The Company may redeem the Convertible Debentures prior to conversion.
If the Company redeems all of the Convertible Debentures it could pay redemption
premiums of approximately $850,000. At the time of redemption, the Company would
report the redemption premiums as an extraordinary loss, offset by $810,000
related to the value of the beneficial conversion features recorded in the
Company's historical financial statements for the six months ended June 30,
1997.

NOTE 3 -- STOCK GRANTS

         During July 1997 the Company issued 80,000 shares of Common Stock to a
related party in order to extinguish a $240,000 obligation for consulting
services that were rendered and accrued for as of December 31, 1996. The value
assigned to the Shares approximated the quoted market price of the NASDAQ
SmallCap Market on date of grant.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS,
            FINANCIAL CONDITIONS, AND LIQUIDITY AND CAPITAL RESOURCES

FORWARD-LOOKING STATEMENTS

         Certain statements set forth below constitute "forward-looking
statements" within the meaning of the safe harbor statements provided under the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties, and other factors
that may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Given these uncertainties, investors and creditors are cautioned not
to place undue reliance on such forward-looking statements.

                                       9
<PAGE>
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

         The Company's sales for the six months ended June 30, 1997 were
$585,484 as compared to $112,921 for the six months ended June 30, 1996. This
increase of approximately $473,000 was attributable to the acquisition of
Hewster Servicios Intermedios, S.A. on July 31, 1996.

         The Company's cost of sales for the six months ended June 30, 1997 was
$667,739 as compared to $373,203 for the six months ended June 30, 1996. This
increase of approximately $295,000 was attributable to additional costs related
to the services provided by Hewster.

         The Company's selling, general and administrative expenses ("SG&A) for
the six months ended June 30, 1997 were $1,753,715 as compared to $1,080,729 for
the for the six months ended June 30, 1996. This increase of approximately
$673,000 was primarily attributable to an increase in corporate expenses related
to salaries, professional fees and travel attributable to the ongoing support of
the Company's subsidiary operations as well as corporate development
opportunities, and expenses attributable to the Company's Resetel and Hewster
subsidiaries which were acquired by the Company in May and July 1996,
respectively.

         The Company's interest expense for the six months ended June 30, 1997
was $530,668 as compared to $77,937 for the six months ended June 30, 1996. This
increase of approximately $453,000 was due to additional financing costs related
to the issuance of convertible debentures in February and May 1997. The Company
capitalized $500,000 of interest in connection with the Company's construction
of its fiber optic network in Lima, Peru.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996

         The Company's sales for the three months ended June 30, 1997 were
$261,316 as compared to $54,453 for the three months ended June 30, 1996. This
increase of approximately $207,000 was attributable to the acquisition of
Hewster Servicios Intermedios, S.A. on July 31, 1996.

         The Company's cost of sales for the three months ended June 30, 1997
was $351,362 as compared to $213,518 for the three months ended June 30, 1996.
This increase of approximately $138,000 was attributable to additional costs
related to the services provided by Hewster.

         The Company's selling, general and administrative expenses ("SG&A) for
the three months ended June 30, 1997 were $938,422 as compared to $702,902 for
the three months ended June 30, 1996. This increase of approximately $236,000
was primarily attributable to an increase in corporate expenses related to
salaries, professional fees and travel attributable to the ongoing support of
the Company's subsidiary operations as well as corporate development
opportunities, and expenses attributable to the Company's Resetel and Hewster
subsidiaries which were acquired by the Company in May and July 1996,
respectively.

                                       10
<PAGE>
in May and July 1996, respectively, offset by a overall reduction in general
corporate expenses as compared to the corresponding period of the prior year.

         The Company's interest expense for the three months ended June 30, 1997
was $507,036 as compared to $47,132 for the three months ended June 30, 1996.
This increase of approximately $460,000 was due to additional financing costs
related to the issuance of convertible debentures in February and May 1997
offset by $368,000 of interest that was capitalized in connection with the
Company's construction of its fiber optic network in Lima, Peru.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has experienced operating losses since its inception as a
result of efforts to construct its network infrastructure, build its customer
base, develop its systems, compensate new employees and expand into new markets.
On a cost effective basis, the Company expects to continue to focus on
increasing its customer base, internal resources and geographic coverage.
Accordingly, the Company expects that its cost of sales, SG&A and capital
expenditures will continue to increase significantly, all of which may have a
negative impact on operating results for the foreseeable future. The Company
expects to incur significant operating losses and to generate negative cash
flows from operating and construction activities during the next several years
while it further develops its business and installs and expands its fiber optic
network.

         Should the Company not be able to obtain the necessary financing to
further develop its operations, the Company's business and prospects would be
materially adversely affected and the Company would be required to delay capital
and other expenditures. This, in turn, would delay the anticipated revenue
streams associated with those projects until such time, if any, that such
financing becomes available. The Company currently is aggressively pursuing a
number of alternatives with respect to short and long- term financing in order
to further develop its fiber optic networks.

         Cash used in operating activities for the six months ended June 30,
1997 was approximately $2,076,000 as compared to approximately $842,000 for the
six months ended June 30, 1996. Cash used in operating activities relate primary
to operational, administrative and business development expenses incurred prior
to the generation of revenues.

         Cash flows used in investing activities during the six months ended
June 30, 1997 was approximately $1,555,000. These funds were used primarily to
expand the Company's fiber optic networks in Peru.

         Cash provided by financing activities during the six months ended June
30, 1997 approximated $3.3 million and relates primarily to the proceeds
received from the issuance of convertible debentures in February and May 1997.

                                       11
<PAGE>
EFFECTS OF INFLATION

        The Company does not believe that inflation had any significant impact
on operations in 1996, nor does it expect that it will have any significant
impact on operations throughout 1997.

NEW ACCOUNTING PRONOUNCEMENTS

        In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share." This statement is effective for financial statements issued for periods
ending after December 15, 1997. SFAS 128 supersedes APB Opinion No. 15 and
replaces primary and fully diluted EPS with basic and diluted EPS. Basic EPS is
computed by dividing net income available to common shareholders by the weighted
average common shares outstanding. Diluted EPS includes all dilutive potential
common shares. Because the Company has had a history of operating losses, it
does not expect the new standard to have a material impact on its financial
position or results of operations for 1997.

        In February 1997, the FASB issued SFAS No. 129, "Disclosure of
Information about Capital Structure." This statement is effective for financial
statements issued for periods ending after December 15, 1997. SFAS 129
supersedes specific disclosure requirements of APB Opinion No. 10 and No. 15 and
FASB Statement No. 47 and consolidates them into this Statement. FAS 129
contains no change in disclosure requirements for the Company as the Company was
previously subject to the requirements of the above superseded statements.

        In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," effective for fiscal years beginning after December 15, 1997. This
Statement establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains, and losses) in a full set
of general-purpose financial statements. This Statement requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. This Statement does not
require a specific format for that financial statement but requires that an
enterprise display an amount representing total comprehensive income for the
period in that financial statement.

        This Statement requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position.

        Management does not expect the new standard to have significant changes
in the disclosure requirements for the Company in 1998.

        In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information", effective for financial statements
for periods beginning after December 15, 1997. This statement establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. This statement supersedes FASB Statement No. 14, "Financial Reporting
for Segments of a Business Enterprise", but retains the requirement to report
information about major customers. It amends FASB Statement No. 94,
"Consolidation of All Majority-Owned Subsidiaries", to remove the special
disclosure requirements for previously unconsolidated subsidiaries. In the
initial year of application, comparative information for earlier years is to be
restated. This Statement need not be applied to interim financial statements in
the initial year of its application, but comparative information for interim
periods in the initial year of application is to be reported in financial
statements for interim periods in the second year of application. Management
does not expect the new standard to have a material impact on the disclosure
requirements for the Company in 1998.

                                       12
<PAGE>
                                   PART II

                              OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

(a) The exhibits listed below are filed as part of this Report.

<TABLE>
<CAPTION>

    EXHIBITS                                   DESCRIPTION
    --------                   ------------------------------------------------
       <S>                     <C>

       27                      Financial Data Schedule (for SEC use only).
</TABLE>

(b) Reports on Form 8-K

       (i)        During the second quarter of 1997, the Company did not file a
                  Form 8-K.

                                       13
<PAGE>
                                  SIGNATURES

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

INTERAMERICAS COMMUNICATIONS CORP.

/s/ Patricio E. Northland                                                8/19/97
------------------------------------------------------------        ------------
Patricio E. Northland                                                       Date
President, Chairman of the Board and Chief Executive Officer

/s/ Douglas G. Geib II                                                   8/19/97
------------------------------------------------------------        ------------
Douglas G. Geib II                                                          Date
Chief Financial Officer

                                       14
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT                          DESCRIPTION
-------                          -----------
27                               Financial Data Schedule