SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                Amendment No. 1
   (Mark One)

     |X|         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                    For the fiscal year ended March 31, 1997

                                       OR

     | |       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
            For the transition period from ____________ to __________

                         Commission file number 333-8305

                     UTG COMMUNICATIONS INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

                  Delaware                               13-3895294
                  --------                               ----------
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

18 Cattano Avenue, Morristown, New Jersey 07960        Not Applicable
-----------------------------------------------        --------------
  (Address of principal executive offices)               (Zip Code)

      Issuer's telephone number:  (201) 644-3161

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                      None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                                      None

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

      Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. | x |

      The issuer's revenues for its most recent fiscal year (year ended March
31, 1997) were $1,743,377.

      The aggregate market value on July 9, 1997 of the voting stock held by
non-affiliates computed by reference to the last sale price on that date was
approximately $30,876,000. As of July 14, 1997, 13,246,000 shares of Common
Stock, par value $.00001 per share, were outstanding.

Transitional Small Business Disclosure Format (check one)  YES     NO  X
                                                              ---     ---

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the issuer's definitive proxy statement to be filed pursuant
to Regulation 14A in connection with the solicitation of proxies for its 1997
Annual Meeting of Stockholders are incorporated herein by reference into Part
III of this Form 10-KSB.
<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

      The following discussion and analysis relates to the financial condition
and results of operations of the Company for the year ended March 31, 1997. This
information should be read in conjunction with the Company's consolidated
financial statements appearing elsewhere herein.

General

      The Company commenced operations in April 1996 and is a holding company
for a number of operating subsidiaries organized at various times since February
1996. To date, the Company has received an aggregate of approximately $6,370,000
in equity capital. Since inception, the Company's operations have been focused
on establishing and enhancing its switch-based European communications network
and expanding its European customer base. In implementing its network, the
Company experienced significant technical problems with multiplexers and
transmission equipment. The equipment has been upgraded by the supplier at the
supplier's own expense. This has resulted in a lag in the realization of
revenue.

      The Company's revenue during the year ended March 31, 1997 was generated
from long distance telecom services provided to retail corporate customers and
wholesale customers. The Company's wholesale customers presently comprise
international telecom carriers and national telecoms, and the Company's retail
customers presently comprise medium-sized companies located in Switzerland. The
Company has been granted an International Simple Resale ("ISR") license from the
TI Secretary. The ISR license permits the Company to engage in the


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international resale of telecom services. The Company has filed an application
to the United Kingdom Department of Trade and Industry for the issuance of an
International Facility License ("IFL"). The IFL would permit the Company to own
international facilities such as circuits, thereby enabling the Company to gain
a cost advantage by eliminating leased line charges. See "Item 1. Business--
Regulation."

      While the Company's retail operations were initially limited to
Switzerland, the Company has begun to expand its operations through subsidiaries
and joint ventures into other European countries. In June 1997, the Company
consummated the purchase of Multicom NV, a leading long distance reseller
headquartered in Antwerp, Belgium with a base of more than 250 customers. The
purchase price for Multicom NV was 11,101,043 Belgium Francs (approximately
$317,000). See Note 10(a) of Notes to Consolidated Financial Statements. In
France, the Company owns a 49% interest in a company seeking to offer direct and
indirect dial services, as well as calling card services. See Notes 10(c) and
(d) of Notes to Consolidated Financial Statements. In Germany, the Company is in
the process of forming a joint venture which would offer voice and data telecom
services to large corporations, as well as telecom services for credit cards,
debit cards and customers cards. In Hungary, the Company is in discussions with
a major telecom company to permit the Company to offer Internet backbone service
tp internet service providers as well as high speed data and fax services
utilizing the telecom company's fiber-optic network. The Company's goal is to
continue to expand its operations into other European countries as and when
business, market and regulatory conditions permit.

Financial Condition

      At March 31, 1997, the Company had a working capital deficit of
$1,313,149 and an accumulated deficit of $6,712,669.

      The Company has a bank overdraft facility with Credit Suisse in
Switzerland of CHF 300,000 (approximately $207,000), which bears interest at 6
1/4% per annum plus 1% on average overdraft in excess of fixed limit. The
overdraft is personally guaranteed by Mr. Fritz Wolff. Furthermore, the Company
has an overdraft position with the Union Bank of Switzerland that it is in the
process of reducing. At March 31, 1997 the balance outstanding was CHF 161,572
(approx. $111,500) and at June 27, 1997 the balance outstanding was CHF 91,578
(approx. $63,200). The balance bears interest of 7% per annum plus a commission
on highest outstanding balance of 1/4%.

      Although the Company's network currently has adequate switching capacity,
the Company does not believe that its network has adequate switching capacity to
serve projected volume of traffic beyond calendar 1997. Although the Company
presently has no commitments to acquire a new switch, the Company may be
required to do so in fiscal 1998.

      Subsequent to the end of fiscal 1997, the Company entered into a financing
arrangement with Ericsson Belgium to fund the Company's equipment requirements
in Belgium.


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      Based upon the Company's plan of operation, the Company estimates that
existing resources, together with funds generated from operations, will not be
sufficient to fund the Company's working capital requirements beyond the next
few months. The Company is actively seeking additional equity financing and is
engaged in negotiations with a number of parties. There can be no assurance that
sufficient financing will be available on terms acceptable to the Company or at
all. If the Company is unable to obtain such financing during the time
indicated, the Company may be required to scale back operations which would have
a significant adverse effect on the Company's financial condition and results of
operations. See Auditors' Report preceding Financial Statements which contains
language relating to the Company's ability to continue as a going concern.

      Of accounts payable and accrued expenses in the amount of approximately
$3,166,000 owing at March 31, 1997, approximately $967,000 represented amounts
due to TMI, the Company's largest creditor, for leased lines. The Company has
proposed an extended payment plan to TMI which the Company believes has been
favorably received and is expected to be formally accepted. In the United
Kingdom, the Company is also utilizing a switch and certain other equipment
owned by TMI. The switch and equipment was formerly leased from TMI by UTK, a
company with which the Company shared a common director and which the Company
believes has ceased operations. The Company has had discussions with TMI
regarding purchase by the Company of the switch and equipment, although no
formal arrangement has been reached.

Results of operations

Sales

      During the year ended March 31, 1997, the Company recorded net sales of
$1,743,377, reflecting net sales of $245,727 and $1,404,088 recorded in the
third and fourth fiscal quarters, respectively. Prior to the Company's third
fiscal quarter, the Company's network infrastructure had not yet been
operational and the Company recorded no revenue. The Company's revenue was
generated primarily from long distance telecom services provided to retail
corporate customers in Switzerland and wholesale customers. The allocation
between retail corporate customers and wholesale customers was approximately 11%
and 78%, respectively. The Company's wholesale customers presently comprise
international telecom carriers and national telecom companies, and the Company's
retail customers presently comprise medium-sized companies located in
Switzerland and Belgium. Management anticipates that the allocation between
wholesale and retail customers will shift in favor of retail customers
consistent with the Company's goal of expanding its corporate retail customer
base.

Cost of Sales

      Cost of sales was $1,820,844 for the year ended March 31, 1997, consisting
of approximately $1,269,000 for carrier charges and the balance being
attributable to costs for leased lines and related activities. Carrier charges
and transport (leased lines) charges per unit are ultimately dependent on the
Company's ability to generate high volumes of traffic.


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<PAGE>

Selling and Technical Expenses

      Selling and technical expenses for the year ended March 31, 1997 were
$2,053,395. These expenses can be broken down into four main categories.
Consulting fees ($366,801) were incurred mainly in three areas: the setting up
of the sales team in Switzerland, public and investor relations and the design
of the corporate image. Management anticipates that this type of expense will be
substantially lower in relation to revenues in the next fiscal year. Technical
fees ($1,209,702) consisted of salaries for technical support personnel
($327,600), as well as expenses related to setting up the Company's switches and
network. Sales salaries ($371,366) relate to the Company's sales force in
Switzerland. Other selling expenses ($105,526) include travel expenses,
communications and telemarketing costs.

General and Administrative Expenses

      General and administrative expenses for the year ended March 31, 1997 were
$4,298,438. Significant items comprising general and administrative expenses
include management and consulting fees, depreciation and amortization,
professional fees and bad debt expense. Management and consulting fees
($1,231,148) consist primarily of share issuances and fees to members of
management that were not on a salary basis, approximately $173,000 of which is
related to a previous executive officer and director of the Company.
Depreciation and amortization ($481,446) relates mainly to telecom and computer
equipment, and, to a lesser extent, organization costs. Professional fees
($377,658) consist of legal and audit fees. Bad debt expense ($611,987)
primarily results from the write-off of a receivable from United Telegroup. The
receivable reflects funds advanced to fund certain of United Telegroup's working
capital needs. United Telegroup is no longer active and the Company does not
anticipate recuperating any funds related to the receivable.

Net Loss

      The Company's net loss for fiscal 1997 was $6,712,669, primarily resulting
from delays and cost overruns in setting up the Company's network, resulting in
a lag in realizing revenues.

FORWARD-LOOKING STATEMENTS

      Certain statements in this Report under Item 1 and Item 6 regarding the
Company's estimates, present view of future circumstances or events and
statements containing words such as "estimates," "anticipates," "intends" and
"expects" or words of similar import, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements regarding the Company's ability to
meet future working capital requirements and future cash requirements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which 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


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<PAGE>

forward-looking statements. Such factors include, among others, the following:
delays in expanding the Company's network; need for additional financing;
failure to receive or delays in receiving regulatory approval; general economic
and business conditions; industry capacity; industry trends; demographic
changes; competition; material costs and availability; the loss of any
significant customers; changes in business strategy or development plans;
quality of management; availability, terms and deployment of capital; business
abilities and judgment of personnel; availability of qualified personnel;
changes in, or the failure to comply with, government regulations including
changes in industry regulations; and other factors referenced in this Report.
For a more detailed description of these and other factors, see the section
entitled "Risk Factors" in the Company's Registration Statement on Form SB-2,
No. 333-8305, which was declared effective on September 6, 1996.


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<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Amendment to its report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                     UTG COMMUNICATIONS INTERNATIONAL, INC.


                     By: /s/ Fritz K. Wolff
                        -------------------------------------------------------
                        Fritz K. Wolff, President, Chief Executive Officer and
                        Director

                     Date: July 15, 1997


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<PAGE>

                                Index to Exhibits

3.1    Certificate of Incorporation of the Company (1)
3.1(a) Amendment to Certificate of Incorporation of the Company (2)
3.1(b) Amendment to Certificate of Incorporation of the Company (3)
3.2    By-laws of the Company (1)
4.1    Specimen Common Stock Certificate (2)
10.1   Stock Purchase Agreement dated April 30, 1996 between Registrant and Tom
       Combrinck (2)
10.2   Subscription Agreement dated April 30, 1996 between Registrant and
       Interfinance for the purchase of 183,333 shares of Common Stock (2)
10.3   Subscription Agreement dated April 30, 1996 between Registrant and
       Interfinance for the purchase of 2,566,667 shares of Common Stock (2)
10.4   Promissory Note in the principal amount of $2,799,974, dated April 30,
       1996, by Interfinance in favor of Registrant (2)
10.5   security and Pledge Agreement dated April 30, 1996 between Registrant and
       Interfinance (2)
10.6   Registration Rights Agreement dated April 30, 1996 between Registrant and
       Interfinance (2)
10.7   Agreement dated December 21, 1995 between Registrant and Telemedia
       International, together with Assignment dated July 1, 1996 (2) 
10.8   Lease beginning April 1, 1996 between Registrant and Guido M. Renggli (2)
10.9   Management Agreement dated March 14, 1996 between Registrant and Andreas
       Popovici (2) 
10.10  Management Agreement dated April 4, 1996 between Registrant and Franco
       Reinschmidt (2) 
10.11  Form of Customer Contract of Registrant (2) 
10.12  Subscription Agreement dated August 15, 1996, between Registrant and
       Interfinance for the purchase of 400,000 shares of Common Stock (2) 
10.13  Promissory Note in the principal amount of $990,000 dated August 15,
       1996, by Interfinance in favor of the Registrant (2) 
10.14  Security and Pledge Agreement dated August 15, 1996 between Registrant
       and Interfinance (2) 

--------
(1)    Incorporated by reference to the exhibit with the corresponding exhibit
       number contained in the Registrant's Registration Statement on Form SB-2
       (No. 333-8305) filed on July 17, 1996 (the "SB-2"). 

(2)    Incorporated by reference to the exhibit with the corresponding exhibit
       number contained in Amendment No. 1 to the SB-2 filed on August 16, 1996.

(3)    Incorporated by reference to the exhibit with the corresponding exhibit
       number contained in Amendment No. 2 to the SB-2 filed on August 30, 1996.


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10.15  Subscription Agreement dated as of January 15, 1997 between the Company
       and Interfinance Inv. Co. Ltd. (4)
10.16  Subscription Agreement dated as of November 21, 1991 between the Company
       and Interfinance Inv. Co. Ltd. (4)
10.17  Joint Instructions of Registrant and Thomas Combrinck and Interfinance
       Inv. Co. Ltd. dated January 16, 1997. (5)
10.18  Consultancy Agreement effective September 1, 1996 between UTG
       Communications (Europe) AG and Birand Ltd. (5)
10.19  Share Purchase Agreement among UTG Communications Belgium N.V., Messrs.
       Luc and Tom Van den Bogart and UTG Communications Holding AG. (5)
10.20  Pledge Agreement among UTG Communications Belgium N.V., Messrs. Luc and
       Tom Van den Bogart and UTG Communications Holding AG. (5)
10.21  Employment Agreement dated as of June 30, 1997 between the Registrant and
       Keith Rhea. (5)
21.1   List of Subsidiaries (5)
23.1   Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
27.1   Financial Data Schedule

--------
(4)    Incorporated by reference to the exhibit with the corresponding exhibit
       number contained in the Registrant's Quarterly Report on Form 10-QSB for
       the quarter ended December 31, 1996 (File No. 333-8305).

(5)    Previously filed.

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