<PAGE>

                                     FORM 10-QSB

                          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 EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996.

                                          OR

//       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         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 its charter)

           TEXAS                                     87-0464860
   (State of Incorporation)                  (IRS Employer Identification)

  104 CRANDON BOULEVARD, SUITE 324                     33149
       KEY BISCAYNE, FLORIDA                         (Zip Code)
 (Address of principal executive office)


                            Registrant's telephone number:
                                    (305) 361-8484

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period 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 October 31, 1996-16,152,518 Shares.

                   NOTE: Page 1 of 15 Sequentially numbered pages

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                       INTERAMERICAS COMMUNICATIONS CORPORATION
                                        INDEX

                                                                            Page
                                                                            ----


Part I. Financial Information

    Item 1.   Financial Statements:


              Balance Sheet - September 30, 1996
                and December 31, 1995 . . . . . . . . . . . . . . . . . . . .3

              Statement of Operations - Three Months
                ended September 30, 1996 and 1995 . . . . . . . . . . . . . .4

              Statement of Operations - Nine Months
                ended September 30, 1996 and 1995 . . . . . . . . . . . . . .5

              Statement of Cash Flows - Nine Months ended
                September 30, 1996 and 1995 . . . . . . . . . . . . . . . . .6

              Notes to Financial Statements . . . . . . . . . . . . . . . . .7

    Item 2.   Management's Discussion and Analysis of Results
                of Operations, Financial Conditions and
                Liquidity of Capital Resources. . . . . . . . . . . . . . . .7

Part II.  Other Information

    Item 6.   Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . 14



                                          2

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INTERAMERICAS COMMUNICATIONS CORPORATION
BALANCE SHEET (UNAUDITED)
                                                  COMBINED      COMBINED
                                                CONSOLIDATED   CONSOLIDATED
                                                SEPTEMBER 30,  DECEMBER 31,
                                                   1996            1995
                                                 (UNAUDITED)    (AUDITED)
ASSETS
Current Assets:
  Cash in Bank                                     $2,505,695        $57,000
  Acounts Receivable                                  207,836          8,000
  Other Receivables                                    79,136          7,000
  Inventory                                           125,169 
  Prepaid Expenses                                    193,733        119,000
  Due from Related Parties                              9,680         93,000
  Other Currents Assets                                64,394          4,000
                                               --------------  -------------

  Total Current Assets                              3,185,643        288,000
                                               --------------  -------------

Equipment at cost, less
 Accumulated Depreciation                           3,163,067      2,885,000
Intangible Assets                                   8,419,126      1,166,000
Due from Related Parties                               35,669
Other Assets                                           17,030          8,000
                                               --------------  -------------
                                                   11,634,892      4,059,000
                                               --------------  -------------


TOTAL ASSETS                                      $14,820,535     $4,347,000
                                               --------------  -------------
                                               --------------  -------------


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Short Term Bank Credit Line                         $32,564
  Accounts Payable - Related Parties                                $698,000
                   - Other                            380,492        423,000
  Accrued Expenses                                     91,967        536,000
  Note Payable - Related Parties                                     634,000
               - Other                                  1,137      1,013,000
  Lease obligation-Current                            177,239         11,000
  Other Current Liabilities                            28,199
                                               --------------  -------------

  Total Current Liabilities                           711,598      3,315,000


Lease Obligation-less current portion                 207,257        210,000
Deferred Income Taxes                                 152,000        152,000
                                               --------------  -------------

Total Liabilities                                   1,070,855      3,677,000
                                               --------------  -------------

Stockholders' Equity:
  Common Stock, $.001 par value,
  Authorized 50,000,000 shares
  16,152,518 issued and outstanding                    16,152         12,000
  Additional Paid in Capital                       21,507,996      6,153,000
  Cumulative Translation Adjustment                    87,400         30,000
  Accumulated Deficit                              (7,861,868)    (5,525,000)
                                               --------------  -------------

  Total Stockholders' Equity                       13,749,680        670,000
                                               --------------  -------------

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                             $14,820,535     $4,347,000
                                               --------------  -------------
                                               --------------  -------------


                                          3

<PAGE>


INTERAMERICAS COMMUNICATIONS CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)

                                          THREE MONTHS ENDED
                                             SEPTEMBER 30,
                                       --------------------------
                                           1996           1996
                                       ------------  ------------


SALES                                      $363,670      $112,027

COST OF SALES                               245,073        69,397
                                       ------------  ------------


GROSS PROFIT                                118,597        42,630
                                       ------------  ------------


EXPENSES:
  GENERAL AND ADMINISTRATIVE              1,324,117       573,712
                                       ------------  ------------


TOTAL EXPENSES                            1,324,117       573,712
                                       ------------  ------------

LOSS FROM OPERATIONS                     (1,205,520)     (531,082)

INTEREST INCOME                              22,515
INTEREST EXPENSE                            (17,878)      (47,633)
FOREIGN EXCHANGE TRANSACTIONS-NET           (10,793)
                                       ------------  ------------

NET LOSS                               $($1,211,676)    ($578,715)
                                       ------------  ------------
                                       ------------  ------------




NET LOSS PER SHARE                           ($0.08)       ($0.04)
                                       ------------  ------------
                                       ------------  ------------


WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING               16,152,518    11,951,685
                                       ------------  ------------
                                       ------------  ------------


                                          4

<PAGE>

INTERAMERICAS COMMUNICATIONS CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)

                                           NINE MONTHS ENDED
                                              SEPTEMBER 30,
                                        -------------------------
                                          1996            1995
                                        -----------    ----------

SALES                                      $476,591      $219,027

COST OF SALES                               618,276       335,397
                                        -----------   ------------

GROSS PROFIT                               (141,685)     (116,370)
                                        -----------   ------------

EXPENSES:
  GENERAL AND ADMINISTRATIVE              2,160,539     1,429,712
                                        -----------   ------------


TOTAL EXPENSES                            2,160,539     1,429,712
                                        -----------   ------------

LOSS FROM OPERATIONS                     (2,302,224)   (1,546,082)

INTEREST INCOME                              36,274
INTEREST EXPENSE                            (59,358)      (47,633)
FOREIGN EXCHANGE TRANSACTIONS-NET           (10,793)
                                        -----------   ------------

NET LOSS                                ($2,336,101)  ($1,593,715)
                                        -----------   ------------
                                        -----------   ------------


NET LOSS PER SHARE                           ($0.16)       ($0.17)
                                        -----------   ------------
                                        -----------   ------------


WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING               14,345,509     9,579,784
                                        -----------   ------------
                                        -----------   ------------


                                          5

<PAGE>


INTERAMERICAS COMMUNICATIONS CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)

                                                        NINE MONTHS ENDED
                                                           SEPTEMBER 30,
                                                     --------------------------
                                                       1995           1995
                                                     -----------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  NET LOSS                                           ($2,336,101)   ($1,593,715)
  ADJUSTMENTS TO RECONCILE LOSS TO CASH
    PROVIDED/USED FROM OPERATING
    ACTIVITIES:
  AMORTIZATION                                           192,191
  DEPRECIATION EXPENSE                                   278,220        186,382
  CHANGES IN ASSETS AND LIABILITIES:
  (INCREASE) DECREASE IN ACCOUNTS RECEIVABLE            (271,972)       (83,252)
  (INCREASE) DECREASE IN OTHER CURRENT ASSETS           (176,976)        71,157
  INCREASE (DECREASE) IN OTHER CURRENT LIABILITIES        28,199        228,366
  INCREASE (DECREASE) IN ACCOUNTS PAYABLE
   AND ACCRUED EXPENSE                                (1,184,541)      (488,930)
                                                     -----------  -------------

NET CASH PROVIDED (USED) BY OPERATIONS                (3,470,980)    (1,679,992)

CASH FLOWS FROM FINANCING ACTIVITIES:
  SALE OF COMMON STOCK                                     1,939          6,000
  SHORT TERM LINE OF CREDIT                               32,564
  REPAYMENT OF NOTES PAYABLE                          (1,029,612)       195,000
  CAPITAL CONTRIBUTION                                 7,443,437      2,089,000
  PROCEEDS FROM NOTES PAYABLE                          1,232,800
  STOCKHOLDER LOAN                                                       30,000
                                                     -----------  -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES:             7,681,128      2,320,000
                                                     -----------  -------------

CASH FLOWS FORM INVESTING ACTIVITIES:
  ACQUISITION OF PROPERTY AND EQUIPMENT                 (334,124)      (722,245)
  ACQUISITION OF HEWSTER                              (1,500,000)
  ACQUISITION OF OTHER INTANGIBLES                       (28,192)
  ACQUISITION/DISPOSAL IN OTHER ASSETS                    43,966         52,000
                                                     -----------  -------------

NET CASH (USED) BY INVESTING ACTIVITIES               (1,818,350)      (670,245)
                                                     -----------  -------------
  EFFECT OF EXCHANGE RATE CHANGES ON CASH                 56,897        (77,000)

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                 2,448,695       (107,237)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                     57,000        114,000
                                                     -----------  -------------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                       $2,505,695         $6,763
                                                     -----------  -------------
                                                     -----------  -------------

SUPPLEMENTAL SCHEDULE OF NON-CASH
  FINANCING ACTIVITIES
    CONVERSION OF NOTES PAYABLE TO EQUITY             $  751,827
                                                     -----------
                                                     -----------


                                          6

<PAGE>

                                        PART I

                                FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Notes to Financial Statements (Unaudited)

    The Consolidated Balance Sheets as of September 30, 1996 and 1995, the
Consolidated Statements of Income for the nine months and three months ended
September 30, 1996 and September 30, 1995 and the Consolidated Statements of
Cash Flows for the nine months ended September 30, 1996 and September 30, 1995,
have all been prepared without audit.  In the opinion of management, all
adjustments necessary to present fairly the financial position at September 30,
1996 and for the periods presented, have been made.

    Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been omitted.  It is suggested that these condensed consolidated financial
statements and notes be read in conjunction with the financial statements and
notes therein included in Form 10-K - Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the year ended December 31, 1995.

ITEM 2 - MANAGEMENTS DISCUSSIONS AND ANALYSIS OF RESULTS OF OPERATIONS,
FINANCIAL CONDITIONS, AND LIQUIDITY AND CAPITAL RESOURCES:

    The following discussion should be read in conjunction with the condensed 
consolidated financial statements and notes thereto.  Throughout this 
document, InterAmericas Communications Corporation ("ICCA"), Hewster Chile, 
S.A. formerly Hewster Servicios Intermedios, S.A. ("HSI"), VISAT 
Telecomunicaciones, S.A. ("VISAT") and the newly acquired Red de Servicios 
Empresariales de Telecomunicaciones ("RESETEL") are collectively referred to 
as the "Company".

    Except for the historical information contained herein, this report on 
Form 10-Q contains forward-looking statements that involve risks and 
uncertainties. The Company's actual results could differ materially. Factors 
which could cause or contribute to such differences include, but are not 
limited to, uncertainty as to sufficiency of funds, management of the 
business, technological changes, global economic factors, successful 
development of telecommunications network and other factors.

                                          7

<PAGE>


RESULTS OF OPERATIONS

    The unaudited Consolidated Statement of Operations reflects a net loss of 
$2,336,101 for the nine months ended September 30, 1996.  Losses are 
attributable primarily to selling, general and administrative expense and 
interest expense. The unaudited Consolidated Balance Sheet dated September 
30, 1996 reflects an accumulated deficit of $7,861,868.

     During the first nine months of 1996, the Company concentrated its 
efforts on continuing to connect and provide services to its customers, and 
arrange financing for its ongoing business development. The Company's current 
development activities include the expansion of its Santiago network to 
connect new customers, provide services to newly developed business 
districts, and offer additional services. The Company is conducting such 
expansion using fiber-optics and once additional financing is obtained, the 
Company will expand its operations to use national and international 
satellite systems through its subsidiary VISAT. With the acquisition of 
Hewster, S.A. in July 1996, the Company now also provides technical services 
that help customers to integrate voice, video and data across different 
communications protocols and computer architectures. The Company's services 
in this area include the design, engineering, installation and maintenance of 
local area network for its customers. The Company's operations in Chile now 
operate under the name Hewster Chile, S.A.

     In addition, the Company is now engineering and has initiated 
construction in Lima, Peru of an advanced, fiber-optic private line network 
which will be owned and operated by the Company's newly acquired subsidiary, 
RESETEL. The construction of the Company's fiber optic network in Peru has 
been planned specifically to enable the Company to commence revenue 
generation prior to the completion of the entire network. Therefore, 
depending upon the timeliness of the proposed additional financing, the 
Company could begin recording revenues as early as the first quarter of 1997. 
     The revenue in the three month period ended September 30, 1996 was 
$363,670 versus $112,027 for the same period in 1995, and the revenue for the
nine months ended September 30, 1996 was $476,591 versus $219,027 for the same
period in 1995. The selling, general and administrative expenses for the 
Company for the three months ended September 30, 1996 was $1,324,117 versus 
$573,712 for the same period in 1995.  In addition $59,358 of interest was 
accrued for the nine month period ending September 30, 1996.

LIQUIDITY AND CAPITAL RESOURCES

    The business of the Company requires substantial continuing capital 
investment to complete the construction and development of its 
telecommunications networks and services.  Although the Company has been able 
to arrange debt and equity financing to date, there can be no assurance that 
sufficient additional financing will continue to be available in the future, 
nor that it will be available on terms acceptable to the Company.

    The Company raised gross proceeds of approximately $6.9 million in a 
Private Placement during June 1996.  A significant portion of these funds 
have been allocated to capital expenditure and working capital requirements 
of the Company's operations in both Chile and Peru.  In addition, a portion 
of these funds have been utilized for the acquisition of Hewster, S.A. (SEE 
"Recent Developments - Acquisition of Hewster, S.A.).  The balance of the 
proceeds have been utilized to pay outstanding debts.

    The Company estimates that it will need approximately $17 million in 
additional debt and equity financing to fully develop its fiber-optic and 
wireless network and expand its customer

                                          8

<PAGE>

base in Chile, to commence operations and network construction in Peru, and 
to provide sufficient working capital for its operations over the next year 
and a half.  There can be no assurances that the Company will be successful 
in obtaining all or any of this required financing.  Should the Company not 
be able to obtain this financing in full, it would be required to delay 
capital expenditures on certain projects until such financing were available. 
This in turn would delay the revenue streams associated with those projects 
until such financing were available.  The Company estimates that the present 
cash level would allow the Company to continue operations for approximately 
two months.

    The Company has entered into a letter of intent with an underwriter to 
assist the Company in providing financing for the expansion of its operations 
in Chile and Peru and is currently reviewing additional opportunities for 
strategic acquisitions and alliances.

OPERATING ACTIVITIES

    Cash used by operating activities was $3,470,980 for the nine months 
ended September 30, 1996 versus $1,679,992 for the same period last year.  
The cash flow used by operating activities is related to expenditures made 
before the start of significant revenues as the Company has recently come out 
of the development stage.

FINANCING ACTIVITIES

    Net cash provided by financing activities for the first nine months of 
1996 was $7,681,128 which includes net proceeds of $1,022,000 from the 
issuance of stock in a private sale to an off shore investor during the 
quarter ended March 31, 1996 and $6,424,000 raised in a Private Placement 
during June 1996.  The cash provided by financing in the same period in 1995 
was $2,230,000.

INVESTING ACTIVITIES

    The net cash used in investing activities was $1,818,350 for the nine 
months ended September 30, 1996 and $670,245 for the corresponding period in 
1995. These funds were used primarily to purchase equipment and complete last 
mile installations to connect customer locations to the Hewster Chile 
network.  The Company's operational fiber-optic network currently extends 
over 100 kilometers throughout downtown Santiago, Chile.

EFFECTS OF INFLATION

    The rate of inflation in Chile has remained one of the lowest in South 
America for the past five years, with rates below double digit and falling.  
The Company does not believe that inflation had any

                                          9

<PAGE>

significant impact on operations in the first six months of 1996, nor does it
expect that it will have any significant impact on operations throughout the
remainder of the year.

PROMISSORY NOTES

    During April and May, 1996, the Company borrowed an aggregate of $173,750
from Laura Investments, Ltd. pursuant to three Promissory Notes (the "Notes"). 
The principal sum of the Notes, together with simple interest at the rate of 6%
per annum was paid on September 30, 1996.  On June 21, 1996, the Company
borrowed an additional $50,000 from Laura Investments, Ltd. pursuant to a
Promissory Note.  The principal sum together with simple interest was paid on
July 18, 1996.

RECENT DEVELOPMENTS

ACQUISITION OF RED DE SERVICIOS EMPRESARIALES DE TELECOMUNICACIONES, S.A.
("RESETEL")

    On May 7, 1996 InterAmericas Communications Corporation ("the Company")
aquired 100% of the issued and outstanding stock of Red de Servicios de
Telecomunicaciones, S.A., a Peruvian corporation, ("RESETEL") in exchange for
1,250,000 shares of Common Stock of the Company issued to the shareholders of
RESETEL pursuant to a stock purchase agreement dated May 7, 1996.  The terms of
the agreement and the consideration paid to the shareholders of RESETEL were
determined through arms-length negotiations among the parties.

    RESETEL is the first company to obtain a local carrier concession to 
compete with Peru's monopoly carrier, Telefonica.  The Concession, issued by 
Peru's Ministry of Communications, Transportation, Housing and Construction 
authorizes RESETEL to operate a fiber-optic telecommunications network 
serving corporate customers in metropolitan Lima, Peru and the port city of 
Callao. Together these cities have a population of approximately 7 million.  
The Company is now engineering and has commenced the construction and 
operation of the fiber-optic network in Peru.  The Company intends to use the 
network design, engineering, construction, management and marketing expertise 
developed through its operations in Chile to construct and operate the 
network.  Like the Santiago network, the new network will provide 
high-bandwidth private line voice, video and data communications services to 
corporate customers.

ACQUISITION OF HEWSTER, S.A.

    On July 31, 1996 the Company's wholly owned subsidiary, Hewster Servicios
Intermedios, S.A. acquired 99% of Hewster, S.A., a Chilean corporation
controlled by Hernan Streeter Rios, the Company's President and Chairman of the
Board.  The transaction was completed in the following manner:


                                          10

<PAGE>

    On July 31, 1996, the Company transferred $1,500,000 to its subsidiary 
Hewster Servicios Intermedios, S.A. ("HSI") in exchange for 95% of the issued 
and outstanding capital stock of VISAT Telecomunicaciones, S.A. ("VISAT") 
held by HSI, pursuant to a Stock Purchase and Sale Agreement.  As a result of 
this transaction, VISAT will now be a direct subsidiary of the Company 
instead of a subsidiary of HSI.  HSI then used the $1,500,000 to acquire 99% 
of the issued an outstanding stock of Hewster, S.A. from its shareholders, 
Santiageo Bouza Saavedra and Inversiones Druma, S.A. a Chilean Corporation 
controlled by Hernan Streeter Rios, pursuant to the Stock Purchase and Sale 
Agreements dated July 30, 1996.  The terms of the agreements and the amount 
of consideration paid for the Hewster, S.A. stock were determined through 
arms-length negotiations among the parties.  The $1,500,000 was obtained by 
the Company as part of a private placement which closed in June 1996.  See 
"Liquidity and Capital Resources".

    On September 2, 1996, the Company acquired the remaining 1% of the
outstanding stock of Hewster from Hernan Streeter Rios.  Hewster was merged into
HSI.  The combined entity is operating under the name of Hewster Chile, S.A.

AGREEMENT WITH DEVONO COMPANY LIMITED

     The Company signed an agreement with Devono Company Limited to explore 
joint venture opportunities in local access and other telecommunications 
businesses in Ecuador and other Latin American nations. This agreement 
supersedes the Company's earlier agreement to acquire Centro Empresariales, 
S.A. ("Cempresa"), the owner of 52.6% of Consorcio Ecuatoriano de 
Telecomunicaciones, S.A. ("Conecel"), an Ecuadorian cellular operator. The 
parties determined that it was in their best interest to discontinue ICC's 
effort to acquire Devono's interest in Conecel, and instead work together on 
joint venture opportunities that they may develop.


OTHER INFORMATION

Appointment of Chairman and Chief Executive Officer
     On November 13, 1996, the Company appointed Mr. Patricio Northland to 
the position of Chairman and Chief Executive Officer. Mr. Northland is the 
founder and former Chief Executive of AmericaTel, a Miami based international 
telecommunications carrier with operations throughout Latin America. Mr. 
Northland founded AmericaTel in 1993 and successfully completed a joint 
venture agreement between AmericaTel and Entel, Chile's major long distance 
carrier. Under his leadership, AmericaTel grew to provide satellite based 
voice, data and fax telecommunications services to corporate customers in 
several Latin American nations. In 1996, Mr. Northland sold his interest in 
AmericaTel to Entel-Chile.

     Between 1988 and 1991 Mr. Northland served as an executive of Panamsat 
Corporation, a U.S. based provider of satellite services. While at Panamsat, 
he held executive positions with responsibilities in the areas of marketing, 
sales, regulatory affairs and Latin American business development. Mr. 
Northland led a successful Panamsat marketing effort which generated over $30 
million in new revenues from customers including Latin American telephone 
companies and multinational corporations. Between 1983 and 1987, Mr. 
Northland served as IntelSat's Regional Executive and Business Executive for 
Europe and the Middle East. In this position, he was responsible for the 
implementation of marketing programs in Italy, Israel, Norway, Gabon, Iran 
and Sweden that generated over $45 million in sales in less than two years. 
Between 1980 and 1983, Mr. Northland held engineering positions for COMSAT 
and Northrop/Page where he designed cellular, fiber-optic, microwave and 
satellite network systems.

     Mr. Northland holds engineering degrees from the University of Chile and 
George Washington University, and is completing a Masters of Business 
Administration at the University of Chicago. As Chairman and Chief Executive 
Officer of the Company he will focus on the development of the Company's 
network and marketing activities in Chile and Peru, and on the Company's 
continuing pursuit of business development opportunities in other Latin 
American countries and the United States.

Appointment of Chief Operating and Financial Officer
     On September 30, 1996, the Company appointed Mr. Carlos M. Menendez to 
be its Chief Operating Officer and Chief Financial Officer.  Mr. Menendez is 
a highly experienced international financial and administrative executive 
with a strong background in foreign markets, strategic planning, divestitures 
and acquisitions, compensation systems, financial reporting and investor 
relations. Mr. Menendez's successful 26 year career includes 15 years as an 
international executive of Merck & Co. where he most recently served as the 
Vice President of Kelco Company, a $300MM international subsidiary where he 
held responsibility for all staff functions encompassing finance, information 
technology, human resources, business evaluations, public affairs and total 
quality management.  Prior to joining Merck, Mr. Menendez held financial 
and audit positions with Beecham Products, Du Pont and Price Waterhouse.  
Mr. Menendez's international management skills will help the company to more 
rapidly integrate and expand the business operations of the Company.

NASDAQ Approval
    The company was approved for trading on the NASDAQ Small Cap Market, one of
the largest trading exchanges in the world.  The company stock began trading on
NASDAQ on Wednesday, November 6, 1996.  NASDAQ stock quotes are included on most
quotation systems utilized worldwide.


                                          11

<PAGE>


                                       PART II

                                  OTHER INFORMATION


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) There are no exhibits filed as part of this Report.


(b) Reports on Form 8-K
    (i)  The company filed Form 8-K on October 15, 1996 regarding the
         acquisitions of Red de Servicios Empresariales de Telecomunicaciones,
         S.A. ("Resetel") and Hewster, S.A. ("Hewster") including Financial 
         Statements and Proforma Financial Information.


                                          12

<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 by the
undersigned, thereunto duly authorized.

INTERAMERICAS COMMUNICATIONS CORP.




/s/ Carlos M. Menendez                                    DATE 11-14-96
---------------------------------------                       ------------------
Carlos M. Menendez
Chief Operating and Financial Officer