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 MARCH 31, 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 May 14, 1997 - 16,152,518

   
During August 1998 the Company has 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 11 sequentially numbered pages

<PAGE> 

                    INTERAMERICAS COMMUNICATIONS CORPORATION
                                      INDEX

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>          <C>                                                                             <C>
Part I.      Financial Information

             Item 1.     Condensed Consoldiated Financial Statements

                         Balance Sheets -- Three Months Ended March 31, 1997
                              and Year Ended December 31, 1996                                 3

                         Statements of Operations -- Three Months Ended
                              March 31, 1997 and 1996                                          4

                         Statements of Cash Flows -- Three Months Ended
                              March 31, 1997 and 1996                                          5

                         Notes to Consolidated Financial Statements                            6

             Item 2.     Management's Discussion and Analysis of Results of Operations,
                              Financial Conditions and Liquidity and Capital Resources         8

Part II.     Other Information

             Item 6.     Exhibits and Reports on Form 8-K                                     10


</TABLE>

                                      -2-
<PAGE>
InterAmericas Communications Corporation
Condensed Consolidated Balance Sheets

   
<TABLE>
<CAPTION>

                                                                           DEC. 31, 1996
                                                        MARCK 31, 1997       AUDITED
                                                          (Unaudited)      (As Restated)
                                                         (AS RESTATED)
                                                        --------------     -------------
<S>                                                        <C>              <C>
                      ASSETS

CURRENT ASSETS
      Cash and cash equivalents                            $ 1,016,070      $   723,396
      Restricted cash                                          350,000                0
      Accounts receivable                                       42,887          113,277
      Other receivables                                         81,757           96,686
      Prepaid expenses                                         491,419          329,806
      Due from related parties                                 170,150           26,424
      Other current assets                                      69,046           38,236
                                                           -----------      -----------
           TOTAL CURRENT ASSETS                              2,221,329        1,327,825

OTHER NONCURRENT ASSETS
      Property and equipment, net                            4,327,024        3,956,130
      Intangible assets, net                                 9,441,877        9,567,107
      Other assets                                             126,869           42,333
                                                           -----------      -----------
      TOTAL ASSETS                                         $16,117,099      $14,893,395
                                                           ===========      ===========
       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Bank line of credit                                  $   350,000      $         0
      Accounts payable and
           accrued expenses                                  1,305,189        1,389,647
      Lease obligations, current                               138,605          114,308
      Other current liabilities                                388,048          171,303
                                                           -----------      -----------
           TOTAL CURRENT LIABILITIES                         2,181,842        1,675,258

OTHER LIABILITIES
      Convertible debentures                                 1,333,000                0
      Lease obligations, less current portion                  452,523          248,238
      Deferred income taxes                                    156,996          152,105
                                                           -----------      -----------
           TOTAL OTHER LIABILITES                            1,942,519          400,343
                                                           -----------      -----------
      TOTAL LIABILITIES                                      4,124,361        2,075,601

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                                      16,153           16,153
      Additional paid in capital                            23,477,957       23,167,957
      Warrants                                                 167,000
      Accumulated deficit                                  (11,572,406)     (10,288,607)
      Cummulative translation adjustments                      (95,966)         (77,709)
                                                           -----------      -----------
           Total Stockholders' Equity                       11,992,738       12,817,794
                                                           -----------      -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $16,117,099      $14,893,395
                                                           ===========      ===========
</TABLE>
    
              The accompanying notes are an integral part of these condensed
                  consolidated financial statements.

                                      -3-
<PAGE>
InterAmericas Communications Corporation
Condensed Consolidated Statements of Operations (Unaudited)

<TABLE>
<CAPTION>
   
                                                              Three Months Ended March 31
                                                             ------------------------------
                                                                 1997              1996
                                                            (AS RESTATED)     (AS RESTATED)
                                                             -----------       -----------
<S>                                                          <C>              <C>
Sales                                                        $   324,168      $     58,468

Cost of Sales                                                   (316,377)         (159,685)
General and administrative expenses                           (1,093,731)         (489,499)
                                                             -----------      ------------
      LOSS FROM OPERATIONS                                    (1,085,940)         (590,716)
Interest income and other                                         17,901               592

Interest expense                                                (215,406)          (30,805)
                                                             -----------      ------------
      NET LOSS                                               $(1,283,445)     $   (620,929)
                                                             ===========      ============
      NET LOSS PER SHARE                                     $     (0.08)     $      (0.05)
                                                             ===========      ============
      WEIGHTED AVERAGE COMMON SHARES OUTSTANDING              16,152,518        12,198,076
                                                             ===========      ============

</TABLE>
    
              The accompanying notes are an integral part of these condensed
                  consolidated financial statements.

                                      -4-
<PAGE>
InterAmericas Communications Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)

   
<TABLE>
<CAPTION>

                                                                      Three Months Ended March 31
                                                                     -----------------------------
                                                                         1997              1996
                                                                    (AS RESTATED)     (AS RESTATED)
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                             $(1,283,445)     $   (620,929)
Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities:
           Amortization and depreciation expense                         278,440           111,672
           Benefit conversion interest, net
               of capitalized interest                                   178,000                 0
           Changes in assets and liabilities:
               Accounts receivable                                        70,390           (42,199)
               Other receivables                                          14,929
               Prepaid expenses                                         (161,613)
               Due from related parties                                 (143,726)
               Other current assets                                      (30,810)          (29,432)
               (Increase)/Decrease in other assets                       (79,645)            5,240
               Accounts payable and accrued expenses                     (84,458)         (648,772)
               Lease obligations, current                                 24,297                 0
               Other current liabilities                                 216,745                 0
                                                                     -----------       -----------
           NET CASH USED IN OPERATING ACTIVITIES                      (1,000,896)       (1,224,420)

CASH FLOWS FROM INVESTING ACTIVITES:
      Acquisition of equipment                                          (392,458)          (96,453)
      (Increase) in restricted cash                                     (350,000)                0
                                                                     -----------       -----------
           NET CASH USED IN INVESTING ACTIVITES:                        (742,458)          (96,453)
                                                                     -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Notes payable to Related Party                                           0         1,232,800
      Proceeds from credit agreements                                  2,054,285            83,142
      Issuance of Common Stock                                                 0         1,125,000
                                                                     -----------       -----------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                   2,054,285         2,440,942
                                                                     -----------       -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                310,931         1,120,069
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  (18,257)           12,498
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                         723,396            57,000
                                                                     -----------       -----------
      CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $ 1,016,070       $ 1,189,567
                                                                     ===========       ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
      CONVERSION OF NOTES PAYABLE TO EQUITY                                            $ 1,985,627
                                                                                       ===========
      RESTRICTED CASH RECEIVED FROM BANK LINE OF CREDIT              $   350,000
                                                                     ===========
</TABLE>
    
              The accompanying notes are an integral part of these condensed
                  consolidated financial statements.

                                      -5-
<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. 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. Santiago, the capital of
Chile, has a population of approximately 5.4 million people.

         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. Lima, and its adjacent port
city of Callao, has a combined population of approximately 6.4 million people.

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.

                                      -6-
<PAGE>
RECENT DEVELOPMENTS

         In November 1996, the Company hired Patricio E. Northland as Chairman
and Chief Executive Officer. Mr. Northland, a U.S. citizen who grew up in Chile,
has an extensive background in international telecommunications and a wide
network of relationships in this industry throughout Latin America. On May 1,
1997, the Company hired Douglas G. Geib II as Chief Financial Officer. Mr. Geib
is a former Partner with the international accounting, tax and consulting firm
of Ernst & Young, LLP. Mr. Geib has extensive experience in corporate finance,
mergers and acquisitions, SEC public registration statements and industry
expertise in a variety of industries, including telecommunications. Terms of Mr.
Geib's three year employment agreement include base salary, performance awards
and non-qualified stock options to purchase 500,000 shares of the Company's
common stock at $2.42 per share.

         The Company believes that the background and expertise of Mr. Northland
and Mr. Geib form the essential foundation to aggressively expand the Company's
current operations during the coming year.

         On May 7, 1997 the Company issued $2 million of 8% convertible
debentures. This offering is in addition to a similar financing in February 1997
that raised $1.5 million. The terms and conditions of the May offering are
similar to the convertible debentures that were issued in February 1997. The
proceeds from the offering are being used to finance the construction of the
Resetel fiber optic network, complete construction of the Hewster fiber optic
network, and to pay for the administrative and operating costs of the Company.

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 March 31, 1997 and the
consolidated results of its operations and its consolidated cash flows for the
three months ended March 31, 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 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

                                      -7-
<PAGE>
inception while investing in the infrastructure necessary to generate material
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. Historically, the Company has been successful in raising such
funds.

   
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 March 31, 1997 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)
                                               THREE MONTHS       THREE MONTHS
                                                   ENDED              ENDED
                                                  MARCH 31,          MARCH 31,
                                                    1996               1997
                                               ------------       ------------
Revenues .................................        $   58             $   324
Loss from Operations .....................          (591)             (1,085)
Net loss, as amended .....................        $ (621)            $(1,283)
                                                  ======             =======
Net basic and diluted loss per
 share, as amended .......................        $(0.05)            $ (0.08)
                                                  ======             ======= 
General and administrative
 expenses ................................
Depreciation expense .....................           110 (a)
Interest expense .........................                               178 (b)
Amortization expenses ....................                                58 (c)
                                                  ------             -------
Net loss, as originally reported .........        $ (511)            $(1,047)
                                                  ======             ======= 
Net basic and diluted loss per
 share, as originally reported ...........        $(0.04)            $ (0.06)
                                                  ======             ======= 
----------------
(a) Reflects (i) adjustment 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.

(b) Reflects additional interest identified in the fourth quarter of 1997
    related to the beneficial conversion feature inherent in the 7%
    Convertible Debentures issued in February 1997 (see Note 4). Of the total
    adjustment of $310, the amount of $132 was capitalized as part of the
    Company's fiber optic network.

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

ITEM     2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

         The Company's sales for the three months ended March 31, 1997 were
$324,168 as compared to $58,468 for the three months ended March 31, 1996. This
increase of approximately $265,700, was attributable to the acquisition of
Hewster Servicios Intermedios, S.A. on July 31, 1996 (currently an operating
division of Hewster), an investment in the required infrastructure necessary to
drive incremental sales, and ongoing marketing of the Company's fiber optic
network in Santiago.

         The Company's cost of sales for the three months ended March 31, 1997
was $316,377 as compared to $159,685 for the three months ended March 31, 1996.
This increase of approximately $156,692, was attributable to added costs
associated with the increase in sales discussed above. For the first quarter of
1997 the increase in cost of sales was at a slower rate than the increase in
sales, as compared to the first quarter of 1996, because a greater portion of
the Company's sales costs were more variable in nature during 1997.

   
         The Company's selling, general and administrative expenses ("SG&A") for
the three months ended March 31, 1997 were $1,093,731 as compared to $489,499
for the three months ended March 31, 1996. This increase of approximately
$604,232, was primarily attributable to an increase in the number of personnel
at Hewster, additional marketing expenses related to the Chilean fiber optic
network and corporate expenses related to financing and business development
opportunities. Mr. Northland, the Company's new CEO, continues to emphasize the
importance of controlling all costs, especially SG&A, even though the Company is
growing rapidly.
    

         The Company's interest expense for the three months ended March 31,
1997 was $215,406 as compared to $30,805 for the three months ended March 31,
1996. This increase of approximately $184,601, was due to additional financing
costs related to the issuance of convertible debentures in February 1997.

                                      -8-
<PAGE>
         The Company's net loss for the three months ended March 31, 1997 was
$1,225,007 as compared to $620,929 for the three months ended March 31, 1996.
The increase in the Company's net loss was primarily due to the ongoing
investment in the Company's infrastructure in anticipation that sales will
increase in the future.

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 estimates that its present cash level
would allow the Company to continue operations for approximately three months,
although no assurance can be given in this regard.

         Cash used in operating activities for the three months ended March 31,
1997 was approximately $1.0 million as compared to approximately $1.2 million
for the three months ended March 31, 1996. Cash used in operating activities
relate primary to operational, administrative and business development expenses
incurred prior to the generation of revenues.

         Cash provided by financing activities during the three months ended
March 31, 1997 approximated $2.1 million and relates primarily to the proceeds
received from the issuance of convertible debentures in February 1997. Cash used
in investing activities during the three months ended March 31, 1997 was
approximately $822,000. These funds were used primarily to expand the Company's
fiber optic networks in Chile and Peru.

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.

                                      -9-
<PAGE>
                                    PART II

                               OTHER INFORMATION

ITEM 6:    EXHIBITS AND REPORTS ON FORM 8-K

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

             EXHIBIT NO.                        DESCRIPTION
             -----------        ------------------------------------------------
              * 10.1            Executive Employment and Severance Agreement
                                dated April 14, 1997 between InterAmericas
                                Corporation and Douglas G. Geib II.

              * 10.2            Stock Option Agreement dated May 1, 1997 between
                                InterAmericas Communications Corporation and
                                Douglas G. Geib II.

              * 10.3            Registration Rights Agreement dated May 1, 1997
                                between InterAmericas Communications
                                Corporation and Douglas G. Geib II.

              * 10.4            Securities Purchase Agreement dated May 6, 1997
                                between InterAmericas Communications
                                Corporation and Arcadia Importers and
                                Exporters, Inc.

              * 10.5            Debenture dated May 6, 1997 issued by
                                InterAmericas Communications Corporations to
                                Arcadia Importers and Exporters, Inc.

              * 10.6            Registration Rights Agreement dated May 6, 1997
                                between InterAmericas Communications
                                Corporation and Arcadia Importers and
                                Exporters, Inc.

                27              Financial Data Schedule (for SEC use only)

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

*Previously filed as an exhibit to Form 10-Q filed with the SEC on May 14, 1997
 and incorporated herewith by reference.

                                      -10-
<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/ Patricio E. Northland                                       5/14/97
------------------------------------------------        ---------------
Patricio E. Northland                                   Date
President, Chairman of the Board and Chief
Executive Officer

/s/ Douglas G. Geib II                                          5/14/97

------------------------------------------------        ---------------
Douglas G. Geib II                                      Date
Chief Financial Officer
<PAGE>
                                 EXHIBIT INDEX

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