<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington,  D.C.  20549


            FORM 10-Q/A--QUARTERLY REPORT UNDER SECTION 13 OR (15)d
                    OF THE SECURITIES EXCHANGE ACT OF 1934



(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the quarterly period ended JUNE 30, 1998
                               -------------

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

Commission file number 0-19578
                       -------


                      INTERNET COMMUNICATIONS CORPORATION
            (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------
          COLORADO                                        84-1095516
-------------------------------                 --------------------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                         identification No.)


7100 E. BELLEVIEW AVENUE, SUITE 201, GREENWOOD VILLAGE, COLORADO       80111
--------------------------------------------------------------------------------
     (Address of principal executive offices)                        (Zip Code)

                                (303) 770-7600
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.     [X] Yes      [ ] No

AT AUGUST 10, 1998, 5,617,137 SHARES OF COMMON STOCK, NO PAR VALUE, WERE
OUTSTANDING.

Page 1 of 15 pages.
<PAGE>
 
                      INTERNET COMMUNICATIONS CORPORATION

                                     INDEX

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----  
<S>                                                                            <C>   
        Form 10-Q Cover Page                                                     1
 
        Index Page                                                               2
 
Part I  FINANCIAL INFORMATION
 
        Condensed Consolidated Balance Sheets at                                 3
        June 30, 1998 and December 31, 1997                                     
 
        Condensed Consolidated Statements of Operations For the                  4
        Three and Six months ended June 30, 1998 and July 31, 1997             
 
        Condensed Consolidated Statements of Cash Flows                          5
        For the Six months ended June 30, 1998 and July 31, 1997
 
        Notes to Condensed Consolidated Financial Statements                     6
 
        Management's Discussion and Analysis of Financial                        9
        Condition and Results of Operations
 
Part II OTHER INFORMATION
 
        Item 1 - Legal Proceedings                                              14
 
        Item 2 - Changes in Securities and use of Proceeds                      14
 
        Item 3 - Defaults upon Senior Securities                                14
 
        Item 4 - Submission of Matters to a Vote of                             14
                 Security Holders
 
        Item 5 - Other Information                                              14
 
        Item 6 - Exhibits and Reports on Form 8-K                               14
 
        Signature Page                                                          15
</TABLE>

                                       2
<PAGE>
 
INTERNET COMMUNICATIONS CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
 
<TABLE>
<CAPTION>
                                                             June 30            December 31,
                                                              1998                  1997
                                                         --------------        --------------
                                                           (Unaudited)
<S>                                                      <C>                   <C>    
ASSETS

Current Assets:
   Cash                                                        $    422                   ---
   Trade receivables, net of allowance for doubtful
     accounts and sales returns                                   7,238                 4,907
   Inventory                                                      3,563                 3,255
   Prepaid expenses and other                                       543                   328
   Costs and estimated earnings in excess of billings               933                 1,825
                                                         --------------        --------------
          Total current assets                                   12,699                10,315

Equipment, net                                                    1,642                 2,015
Goodwill, net                                                     2,126                 2,198
Spares inventory                                                    410                   507
Net assets of discontinued operations                               496                 2,078
Other, net                                                          874                 1,000
                                                         --------------        --------------

          Total assets                                         $ 18,247                18,113
                                                         ==============        ==============

Current Liabilities:
   Notes payable                                               $  6,135                 4,435
   Accounts payable and accrued expenses                          6,441                 4,706
   Billings in excess of costs and estimated earnings             1,047                 1,537
   Unearned income and deposits                                   1,069                 1,125
                                                         --------------        --------------
          Total current liabilities                              14,692                11,803

Notes payable and other long term obligations                       364                   209
Deferred revenue                                                    167                   117
                                                         --------------        --------------
          Total liabilities                                      15,223                12,129

Stockholders' equity:
   Common stock, no par value                                    14,758                13,965
   Stockholders' notes                                              (22)                  (31)
   Accumulated deficit                                          (11,712)               (7,950)
                                                         --------------        --------------
          Total stockholders' equity                              3,024                 5,984
                                                         --------------        --------------

          Total liabilities and stockholders' equity           $ 18,247                18,113
                                                         ==============        ==============
</TABLE>
-----------------------------------------
See accompanying notes to these condensed consolidated financial statements

                                       3
<PAGE>
 
INTERNET COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                 For Three Months Ended                 For Six Months Ended
                                             -------------------------------         ---------------------------
                                                June 30,           July 31,           June 30,        July 31,
                                                 1998                1997              1998             1997
                                                 ----                ----              ----             ----
                                              (Unaudited)        (Unaudited)       (Unaudited)       (Unaudited)
<S>                                          <C>                 <C>               <C>               <C>
Sales:
    Network Services                              3,880               3,246             7,579           6,481
    Network Integration                           4,662               7,542             9,176          12,997
                                             ----------          ----------        ----------      ----------
          Total sales                             8,542              10,788            16,755          19,478

Cost of  Sales                                   (5,926)             (7,385)          (12,307)        (13,399)
                                             ----------          ----------        ----------      ----------
    Gross margin                                  2,616               3,403             4,448           6,079
                                             ----------          ----------        ----------      ----------

Operating expenses:
    Selling                                       1,189               1,632             2,899           3,151
    General and administrative                    1,467               1,614             3,378           3,083
    Restructuring                                    --                  --             1,199              --
    Interest expense, net                           169                 109               291             249
    Other                                            --                  13                --              13
                                             ----------          ----------        ----------      ----------
          Total expenses                          2,825               3,368             7,767           6,496
                                             ----------          ----------        ----------      ----------

Income (Loss) from continuing operations           (209)                 35            (3,319)           (417)
                                        

Discontinued operations --
    Income (Loss) from operations                    --                 148              (206)            (43)
    Estimated loss on disposal                       --                  --              (237)             --
                                             ----------          ----------        ----------      ----------
Net Income (Loss)                               $  (209)                183            (3,762)           (460)
                                             ----------          ----------        ----------      ----------

Income (Loss) per share - basic and diluted:
    Weighted average common shares outstanding    5,460               5,618             5,429           5,071

    Income (Loss) from continuing operations      (0.04)               0.01             (0.61)          (0.08)
    Income (Loss) from discontinued operations      N/A                0.02             (0.08)          (0.01)
          Net Income (Loss)                     $ (0.04)               0.03             (0.69)          (0.09)
</TABLE>
-----------------------------------------
See accompanying notes to these condensed consolidated financial statements

                                       4
<PAGE>
 
INTERNET COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except per share amounts)
 
<TABLE> 
<CAPTION> 
                                                                                        For the six months ended
                                                                                      ----------------------------
                                                                                      June 30             July 31,
                                                                                        1998                1997
                                                                                        ----                ----
                                                                                      (Unaudited)         (Unaudited)
<S>                                                                                  <C>                <C> 
Cash flows from operating activities:
   Net loss from continuing operations                                                 $ (3,319)              (417)
   Adjustments to reconcile net loss from continued operations
       Depreciation and amortization                                                        697                687
       Allowance for doubtful accounts and sale returns                                      16                 (3)
       Changes in operating assets and liabilities:
         (Increase) decrease in:
             Receivables                                                                 (2,347)               295
             Inventory                                                                     (303)              (616)
             Prepaid expenses and other                                                    (192)                20
             Costs in excess of billings and estimated earnings                             892                 --
          Increase (decrease) in:
             Accounts payable                                                             1,790                265
             Unearned income                                                                 (6)                33
             Accrued expenses                                                               145                 --
             Billings in excess of costs and estimated earnings                            (490)                --
                                                                                     ----------         ----------
       Net cash provided by (used in) operating activities                               (3,117)               264
       Net cash provided by (used in) operating activities of                           
             discontinued operations                                                      1,139                118
                                                   
Cash flows from investing activities:
   Capital expenditures                                                                     (90)              (393)
   Proceeds from sales of assets                                                             34                 --
                                                                                     ----------         ---------- 
       Net cash used in investing activities                                                (56)              (393)
                                                 
 
Cash flows from financing activities:
   Proceeds from sale of common stock                                                        --              3,011
   Expenses from sale of common stock                                                        --                (29)
   Repayment of debt                                                                     (2,941)            (6,313)
   Proceeds from debt                                                                     4,595              3,041
   Repayment of stockholders' note                                                            9                 --
   Proceeds from exercise of stock options                                                  793                 --
                                                                                     ----------         ----------
       Net cash provided by (used in) 
          financing activities                                                            2,456               (290)
                                                                                     ----------         ----------
 
Increase (decrease) in cash:                                                                422               (301)
Cash, beginning of period                                                                    --                571
                                                                                     ----------         ---------- 
Cash, end of period                                                                    $    422                270
                                                                                     ==========         ==========
</TABLE> 

-----------------------------------------
See accompanying notes to these condensed consolidated financial statements.

                                       5
<PAGE>
 
                      INTERNET COMMUNICATIONS CORPORATION


             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1998
                                  (Unaudited)


NOTE 1 -- BASIS OF PRESENTATION
          ---------------------

The financial statements included herein have been prepared by Internet
Communications Corporation ("Internet" or the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
and include all adjustments which are, in the opinion of management, necessary
for a fair presentation.  Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations.  The Company believes that the disclosures are adequate
to make the information presented not misleading.  However, it is suggested that
these financial statements be read in conjunction with the financial statements
and the notes thereto which are included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1997.  The financial data for the
interim periods may not necessarily be indicative of results to be expected for
the year.

CHANGE IN FISCAL YEAR END

The Company elected to change its fiscal year end to December 31 from January
31, effective February 1, 1997.  References to the second quarter of 1997 relate
to the three-month period ended July 31, 1997.

DISCONTINUED OPERATIONS

In March 1998, the Company's Board of Directors adopted a formal plan to sell
its non-core business segments ("Segments").  The Segments have been accounted
for as discontinued operations in accordance with APB 30.  As of the issuance
date of the Company's Annual Report on Form 10-SKB for the year ended December
31, 1997, management was not anticipating net losses on the disposal of the
Segments or the related interim period results of operations.  Subsequent to
this date, based in part on the definitive agreements entered into on April 30,
1998, management determined that a net loss on disposal would be incurred as
well as operating losses.  Management revised its estimates in the financial
statements for the quarter ended March 31, 1998.  The results of operations and
disposition of the discontinued operations for the quarter ended June 30, 1998
are consistent with the Company's revised estimates.  Remaining assets and
liabilities of the Segments referred to as Omega Business Communications
Services, Inc. ("Omega") and Interwest Cable Network Systems, Inc. ("ICNS"),
primarily consist of accounts receivable and accounts payable.  The July 31,
1997 consolidated financial statements have been restated to conform to the June
30, 1998 presentation.

NOTE 2 -- AGREEMENT AND PLAN OF MERGER
          ----------------------------

On June 5, 1998, the Company executed a definitive Agreement and Plan of Merger
(the "Merger Agreement") with Rocky Mountain Internet, Inc. ("RMI").  Upon
consummation, the Company will become a wholly-owned subsidiary of RMI and the
shareholders of the Company will receive $6.764 per share of common stock of the
Company, for a total consideration to its shareholders of approximately $39.4
million.  Additionally, in connection with the merger, RMI will repay certain of
the Company's indebtedness.  The acquisition is subject to the approval of the
Company's shareholders and other customary conditions.  Interwest Group Inc.
("Interwest Group") holds in excess of 50% of the outstanding shares of common
stock of the Company and has agreed to vote in favor of the transaction 

                                       6
<PAGE>
 
pursuant to a Voting Agreement dated June 5, 1998 between Interwest Group and
RMI.

NOTE 3 - NOTES PAYABLE
         -------------

In March 1998, the Company received $1.6 million from a related party, in
exchange for a convertible promissory note, due March 1999.  The note bears
interest at 10% and interest payments are due quarterly.  If the Company
defaults on the promissory note, the remaining principal outstanding may be
converted into common stock of the Company at $4.25 per share.  Under certain
circumstances, this note will be paid off as part of the proposed acquisition by
RMI.

The Company has a borrowing agreement with a lending institution which provides
for a $5.0 million credit facility.  At June 30, 1998, the Company had borrowed
$4.5 million against the facility.  The credit facility will be paid off as part
of the proposed acquisition by RMI.  The borrowing agreement expires on
September 19, 1998. In the event that the acquisition by RMI is not consummated,
the Company's intention would be to renew the line of credit with the bank,
however, there is no assurance that the Company will be successful.

NOTE 4 - STOCKHOLDERS' EQUITY
         --------------------

During the quarter ended June 30, 1998, 194,250 options to purchase shares of
common stock were exercised for a total consideration of $793,000.

On May 19, 1998, the Company's shareholders approved an amendment to the
Company's 1996 Incentive Stock Plan which increases the number of options which
may be granted from 875,000 shares to 975,000 shares.

NOTE 5 - INCOME (LOSS) PER SHARE
         -----------------------

Basic income (loss) per share is computed on the basis of weighted-average
common shares outstanding. Diluted loss per share considers potential common
stock in the calculation, and is the same as basic loss per share for the three
months and six months ended June 30, 1998 and the six months ended July 31,
1997, as all of the Company's potentially dilutive securities were anti-dilutive
during these periods. For the three months ended July 31, 1997, the potential
common stock in the calculation of diluted earnings per share includes the
assumed conversion of the then outstanding warrants and certain of the
outstanding stock options.

NOTE 6 - IMPACT OF RECENTLY ISSUED ACCOUNTING PROUNOUNCEMENTS
         ----------------------------------------------------

Effective January 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130").  SFAS 130 requires that all items which are components of comprehensive
earnings or losses be reported in a financial statement in the period in which
they are recognized.  The Company has no items which are components of
comprehensive earnings or losses, other than net income (loss), accordingly the
adoption of this pronouncement had no effect on the accompanying financial
statements.

The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," ("SFAS 133"), which is effective for all fiscal years beginning
after June 15, 1999.  SFAS 133 establishes accounting and reporting standards
for derivative instruments and hedging activities by requiring that all
derivative instruments be reported as assets or liabilities and measured at
their fair values.  Although management of the Company has not completed its
assessment of the impact of SFAS 133 on its consolidated results of operations
and financial position, management estimates that the impact of SFAS 133 will
not be material.

                                       7
<PAGE>
 
NOTE 7 - YEAR 2000 RISKS
         ---------------

Currently, many computer systems, hardware and software products are coded to
accept only two digit entries in the date code field and, consequently, cannot
distinguish 21/st/ century dates from 20/th/ century dates.  As a result, many
companies' software and computer systems may need to be upgraded or replaced in
order to comply with such "Year 2000" requirements.  The Company and third
parties with which the Company does business rely on numerous computer programs
in their day to day operations.

The Company has begun the process of identifying computer systems that could be
affected by the Year 2000 issue as it relates to the Company's internal hardware
and software, as well as third parties which provide the Company goods or
services.  The Company groups its analysis of these software, hardware and
systems into the following four categories:

        (a)  Customer Network Installations, where the Company has installed
             third party vendor equipment and may or may not provide ongoing
             maintenance and support to the customer and their network.
 
        (b)  Network Control Center, where the Company monitors and manages the
             integrity and quality of customer networks.
 
        (c)  Third party vendors and providers (other than the equipment vendors
             referred to above), including those which provide the Company with
             services such as its data transmission capacity.
 
        (d)  Corporate Administrative Functions, including financial systems and
             other corporate functions.

For categories (a) and (b), the Company has substantially completed its
inventory of the software and devices involved. During this inventory phase, the
project team has been working with third party equipment and software vendors to
assess whether these devices and software programs are date dependent and
whether it is anticipated that they will be Year 2000 compliant.

The Company has not commenced a detailed inventory and assessment process for
categories (c) and (d) as these were deemed to be less critical to the Company's
operations and less likely to require remediation or replacement.

The inventory and assessment for each of the four categories should be completed
by the end of 1998. Testing, remediation and replacement will commence in the
fourth quarter of 1998 for selected areas and will commence by the first quarter
of 1999 for all categories. The Company has not developed a contingency plan
which would be utilized if current efforts by the Company and its vendors are
unsuccessful.

In the event that the Company acquires other assets of businesses, the software
and hardware acquired by the Company in connection with those business
combinations may also be Year 2000 non-compliant.

There can be no assurance that the Year 2000 issues will be resolved in 1998 or
1999. The Company does not currently have an estimate of the total costs
required for this effort and may incur significant costs in resolving its Year
2000 issues. If not resolved, this issue would have a material adverse impact on
the Company's business, operating results, financial condition and cash flow.

                                       8
<PAGE>
 
                      INTERNET COMMUNICATIONS CORPORATION


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
----------------------------------------------------------------------
SECURITIES LITIGATION REFORM ACT OF 1995
----------------------------------------

This 10-Q contains "forward-looking statements" within the meaning of the
federal securities laws. These forward-looking statements include statements of
expectations, beliefs, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. The
forward-looking statements in this 10-Q are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in or
implied by the statements.

With regard to the Company, the most important factors include, but are not
limited to, the following:
 
     - Changing technology.
     - Competition.
     - Possible future government regulation.
     - Competition for talented employees.
     - Company's ability to fund future operations.
     - Company's need to refinance debt.

The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and results of
operations during the periods included in the accompanying condensed financial
statements.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

CAPITAL RESOURCES

In March 1998, the Company received $1.6 million from a related party, in
exchange for a convertible promissory note, due March 1999.  The note bears
interest at 10% and interest payments are due quarterly.  If the Company
defaults on the promissory note, the remaining principal outstanding may be
converted into common stock of the Company at $4.25 per share.  Under certain
circumstances, this note will be paid off as part of the proposed acquisition by
RMI.

The Company has a borrowing agreement with a lending institution which provides
for a $5.0 million credit facility.  At June 30, 1998, the Company had borrowed
$4.5 million against the facility.  The borrowing agreement expires on September
19, 1998.  The credit facility will be paid off as part of the proposed
acquisition by RMI.  In the event that the acquisition by RMI is not
consummated, the Company's intention would be to renew the line of credit with
the bank, however, there is no assurance that the Company will be successful.

During the quarter ended June 30, 1998, the Company received an inquiry from
NASDAQ regarding  compliance with listing requirements.  The Company responded
to the inquiry and NASDAQ has given the Company an extension until September 15,
1998 to complete the merger with RMI or demonstrate 



                                       9
<PAGE>
 
compliance with the listing requirements or be delisted. The Company is
currently in compliance. Delisting of the Common Stock from NASDAQ could have an
adverse effect on the stock price.

LIQUIDITY

At June 30, 1998, the Company had a working capital deficit of $1,993,000, which
included $6,135,000 relating to the current portion of long term debt and
amounts outstanding under the Company's credit facility.  As of March 31, 1998
and December 31, 1997, the working capital deficits were $3,697,000 and
$1,488,000, respectively.  The March 31, 1998 and December 31, 1997 working
capital deficits included $6,639,000 and $4,435,000, respectively, relating to
the current portion of long term debt and amounts outstanding under the
Company's credit facility.

The Company's accounts receivable, net of allowance for doubtful accounts and
sales returns, at June 30, 1998, were $7,238,000 as compared to $6,320,000 at
March 31, 1998 and $4,907,000 at December 31, 1997.  As discussed in the March
31, 1998 Form 10-Q, the Company converted its primary management information
system in January which resulted in an inability to invoice customers on a
timely basis.  The Company is currently billing on a timely basis.  In addition,
certain of the Company's customers considered the descriptive detail provided on
the invoices to be inadequate and have delayed payment pending additional
support being provided by the Company.  This issue has contributed to the
increase in receivables during the second quarter.  The Company is committing
additional resources in the collections area to address the customers concerns.
Continued delays in collection or uncollectibility of accounts receivable could
have an adverse effect on the Company's liquidity and working capital position.

Inventory levels increased due, in part, to the staging of materials on a
significant contract.

Accounts payable and accrued expenses at June 30, 1998 were $6,441,000 as
compared to $6,253,000 at March 31, 1998 and $4,706,000 at December 31, 1997.
The significant increase in accounts receivable in the first quarter resulted in
the Company extending the time in which it paid its vendors.  The Company did
make improvements in the timing of payments to vendors during the second
quarter, assisted by the proceeds from the exercise of stock options and the
disposition of discontinued operations.

The Company incurred capital expenditures of $37,000 during the quarter ended
June 30, 1998 and $90,000 for the six months ended June 30, 1998.  There are no
material commitments for capital expenditures and the Company is maintaining
tight controls over its capital purchases.


RESULTS OF OPERATIONS:
----------------------

RESTRUCTURING

In March 1998,  the Company announced a restructuring plan aimed at tightening
the strategic focus on the data communications network service marketTim
KershisnikFinancial Printing GroupIn March 1998,  the Company announced a
restructuring plan aimed at tightening the strategic focus on the data
communications network service market.  Management determined the Company had
over-extended resources in the Rocky Mountain region and had evolved into an
overly complex organization.  Accordingly, the number of departments was
reduced, employees were separated from the Company,  the number of
manufacturers' product lines were reduced and the wholesale engineering services
business launched during the fourth quarter of the fiscal year ended December
31, 1997 was closed.

These restructuring actions resulted in the Company recognizing expenses for the
three months ended March 31, 1998 totaling $1,608,000.  The expenses have been
classified for financial statement purposes as follows:
<TABLE>
<CAPTION>
 
Operating expenses:
<S>                              <C>
  Restructuring:
       Employee Severance                 $  653,000
       Closure of Wholesale
            Engineering Company              274,000
       Facilities Consolidation              229,000
       Other                                  43,000
                                          ----------
                                           1,199,000
                                          ----------
Cost of Sales:
       Product Line Reduction                409,000
                                          ----------
 
       Total                              $1,608,000
                                          ----------
</TABLE>

Employee Severance:  The Company severed 50 positions and accepted the
resignations of Thomas C. Galley, the Company's former President, CEO and a
Director, and Arnell Galley, the Company's former Secretary, Vice President
Administration and a Director.  The severed employees each signed a Severance
Agreement and Legal Release, which provided them 30 days severance pay and
continued health insurance coverage for the month of April 1998.  As disclosed
in the Company's Definintive Proxy Statement filed April 23, 1998, Mr. Galley
entered into a Severance Agreement and Mutual Legal Release whereby the Company
agreed to pay a total of two years severance at a rate of $160,000 per year.
Also, as described in the Definitive Proxy Statement, Mrs. Galley entered into a
Severance Agreement and Mutual Legal Release whereby the Company agreed to pay a
total of twelve months severance pay at a rate of $100,000 per year.

Closure of Wholesale Engineering Company:  The Company launched an entirely
separate wholesale engineering services business during the fourth quarter of
the fiscal year ended December 31, 1997, which was closed as part of the
restructuring.  The restructuring expenses include an accrual of a liability
triggered by the closure of the business related to a contractual agreement
entered into by the Company.

Facilities Consolidation:  The facilities consolidation expense includes the
cost of leased space which would no longer be required by the Company, for the
period from the date of the restructuring to the estimated date of securing a
sublease  and the related real estate brokers commissions for subletting the
space.  In addition, the expense includes the net furniture costs in excess of
expected trade in or sales value.

Other:  Other represents legal fees related to the severance plan and agreements
and disposition of vehicles related to the restructuring.

Product Line Reduction: The Company's restructuring plan included a clearly
defined approach to hardware and material offerings. The Company undertook a
review of the then offered products which included the product and technical
support requirements and the manufacturer's warranty, quality standards and
support standards. As a result of this review, the Company reduced the number of
approved vendors from 51 to 22. This reduction in product offerings allows the
Company to reduce future training costs and allow its technicians to be more
proficient on the products offered. The product line reduction expense
represents inventory that would no longer be offered as part of the Company's
standard product offerings.

The balance of these restructuring expenses remaining to be funded as of June
30, 1998 was approximately $829,000.
 



                                       10
<PAGE>
 
March 31, 1998 in the amount of $1,608,000. The balance of these restructuring
expenses remaining to be funded as of June 30, 1998 was approximately $829,000.

DISCONTINUED OPERATIONS

Pursuant to a plan adopted in March 1998, the Company executed two separate
divestiture agreements on April 30, 1998 for its non-strategic subsidiaries,
Omega and ICNS.  The Segments have been accounted for as discontinued operations
in accordance with APB 30.  The remaining assets and liabilities of the Segments
at June 30, 1998 primarily consisted of accounts receivable and accounts
payable.

The Company executed a Stock Purchase Agreement on April 30, 1998 for the sale
of its 80% ownership of the common stock of Omega to Omega's vice president and
sole minority shareholder.  The consideration for the sale of Company's common
stock ownership of Omega was $209,000.

The Company executed an Agreement on April 30, 1998 for the transition of the
business activities of its wholly owned subsidiary, ICNS, to a newly formed
corporation ("MetroWest") owned and operated by the principal managers of ICNS.
The Agreement specifies that MetroWest shall satisfactorily complete the ICNS
contracts existing at April 30, 1998.  ICNS shall pay MetroWest incentive
compensation for the completion and final customer acceptance of ICNS contracts.
As of June 30, 1998, there were seven ICNS contracts pending completion.  These
contracts are scheduled to be completed between July 1998 and January 1999.

As of the issuance date of the Company's Annual Report on Form 10-SKB for the
year ended December 31, 1997, management was not anticipating net losses on the
disposal of the Segments or the related interim period results of operations.
Subsequent to this date, based in part on the definitive agreements entered into
on April 30, 1998, management determined that a net loss on disposal would be
incurred as well as operating losses.  Management revised its estimates in the
financial statements for the quarter ended March 31, 1998.  The results of
operations and disposition of the discontinued operations for the quarter ended
June 30, 1998 are consistent with the Company's revised estimates.

CONTINUING OPERATIONS

The following analysis of continuing operations incorporates the quarter ending
March 31, 1998 operating results, due to the effect of the restructuring
discussed above, on the Company's business.


SALES            
-----            Three Months Ended               Six Months Ended
         ----------------------------------   ------------------------ 
          June 30     March 31     July 31      June 30      July 31
            1998        1998        1997         1998         1997
            ----        ----        ----         ----         ----
         $8,542,000  $8,234,000  $10,788,000  $16,755,000  $19,478,000



Revenues decreased by $2,246,000 or 20.8%, and $2,723,000 or 14.0% for the three
months and six months ended June 30, 1998, as compared to the 1997 periods. Work
Telcom, a division of Internet which was sold in 1997 accounted for $229,000 and
$395,000 of revenues for the three and six months ended July 31, 1997.  The
Telesales division, which was phased out in 1997, accounted for $598,000 and
$1,175,000 of revenues for the three and six months ended July 31, 1997.   The
decrease in sales, excluding Work Telcom and the Telesales division, for the
three months is due primarily to two large contracts which accounted for
$1,270,000 of sales.  The Company did not have any comparable contracts during
the second quarter of 1998.  For the six months, the decrease was also affected
by a significant fiber infrastructure construction contract which was outside
the normal scope of the Company's business, which was completed during the first
quarter of 1997.  These decreases were offset by service sales which 



                                       11
<PAGE>
 
increased by $634,000 or 19.5%, and $1,098,000 or 17.0% for the three and six
months ended June 30, 1998, reflecting the Company's continued emphasis to
increase sales of recurring services contracts.

Sales increased by 3.7%, or $308,000 for the quarter ended June 30, 1998
compared to the quarter ended March 31, 1998.  This increase was due to a 3.3%
increase in network integration revenue and a 4.2% increase in network services
revenue.

Gross Margin
------------

Gross margin for the three and six months ended June 30, 1998 was 30.6% and
26.6% of sales versus 31.5% and 31.2% for the comparable periods in the prior
year.   The gross margin for the three months ended March 31, 1998 was 22.3%.

As discussed above, included in Cost of Sales, is $409,000 of product line
reduction expense related to the Company's restructuring. Excluding the effects
of the product line reduction expense, the gross margin for the six months ended
June 30, 1998 and three months ended March 31, 1998 would have been 29.0% and
27.2% respectively.

Selling Expenses            
----------------
                         Three Months Ended               Six Months Ended
                    ---------------------------------   ---------------------
                     June 30     March 31    July 31     June 30     July 31
                       1998        1998        1997        1998        1997
                       ----        ----        ----        ----        ----
                    $1,189,000  $1,710,000  $1,632,000  $2,899,000  $3,151,000


Selling expenses decreased by $443,000 or 27.1%, and $252,000 or 8.0% for the
three months and six months ended June 30, 1998, as compared to the 1997
periods.  Selling expenses as a percentage of revenue were lower in the current
quarter (13.9%) as compared to the same period in the prior year (15.1%) and the
quarter ended March 31, 1998 (20.8%), reflecting costs savings realized as a
result of the restructuring in March, which included a reduction in the
company's sales force.  Selling expenses as a percentage of revenue for the six-
month period ended June 30, 1998 were 17.3% as compared to 16.2% for same period
in the prior year.


GENERAL & 
---------
ADMINISTRATIVE            
--------------
                         Three Months Ended             Six Months Ended
                  ---------------------------------   ---------------------
                   June 30     March 31    July 31     June 30     July 31
                    1998        1998        1997        1998        1997
                    ----        ----        ----        ----        ----
                 $1,467,000  $1,911,000  $1,614,000  $3,378,000  $3,083,000


For the three months ended June 30, 1998, general and administrative costs
decreased by $147,000 or 9.1% over the prior year quarter and $444,000, or 23.2%
over the quarter ended March 31, 1998.  The decrease in expense is due to lower
personnel costs and decreases in rent and office expenses resulting from the
restructuring,   General and administrative costs for the six month period ended
June 30, 1998 increased by $295,000 or 9.6% over the prior year, due to the
increase in personnel costs, settlement costs, and increases in allowances for
bad debt and obsolete inventory incurred in the first quarter of 1998.

YEAR 2000 RISKS

Currently, many computer systems, hardware and software products are coded to
accept only two digit entries in the date code field and, consequently, cannot
distinguish 21/st/ century dates from 20/th/ century dates.  As a result, many
companies' software and computer systems may need to be upgraded or replaced in
order to comply with such "Year 2000" requirements.  The Company and third
parties with which the Company does business rely on numerous computer programs
in their day to day operations.

The Company has begun the process of identifying computer systems that could be
affected by the Year 2000 issue as it relates to the Company's internal hardware
and software, as well as third parties which 



                                       12
<PAGE>
 
provide the Company goods or services. The Company groups its analysis of these
software, hardware and systems into the following four categories:

     (a)  Customer Network Installations, where the Company has installed third
          party vendor equipment and may or may not provide ongoing maintenance
          and support to the customer and their network.
 
     (b)  Network Control Center, where the Company monitors and manages the
          integrity and quality of customer networks.
  
     (c)  Third party vendors and providers (other than the equipment vendors
          referred to above), including those which provide the Company with
          services such as its data transmission capacity.
 
     (d)  Corporate Administrative Functions, including financial systems and
          other corporate functions.

For categories (a) and (b), the Company has substantially completed its
inventory of the software and devices involved.  During this inventory phase,
the project team has been working with third party equipment and software
vendors to assess whether these devices and software programs are date dependent
and whether it is anticipated that they will be Year 2000 compliant.

The Company has not commenced a detailed inventory and assessment process for
categories (c) and (d) as these were deemed to be less critical to the Company's
operations and less likely to require remediation or replacement.

The inventory and assessment for each of the four categories should be completed
by the end of 1998.  Testing, remediation and replacement will commence in the
fourth quarter of 1998 for selected areas and will commence by the first quarter
of 1999 for all categories.  The Company has not developed a contingency plan
which would be utilized if current efforts by the Company and its vendors are
unsuccessful.

In the event that the Company acquires other assets of businesses, the software
and hardware acquired by the Company in connection with those business
combinations may also be Year 2000 non-compliant.

There can be no assurance that the Year 2000 issues will be resolved in 1998 or
1999.  The Company does not currently have an estimate of the total costs
required for this effort and may incur significant costs in resolving its Year
2000 issues.  If not resolved, this issue would have a material adverse impact
on the Company's business, operating results, financial condition and cash flow.



                                       13
<PAGE>
 
PART II


ITEM 1.   LEGAL PROCEEDINGS
          -----------------

   NONE

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
          -----------------------------------------
 
   In March 1998, the Company received $1.6 million from a related party, in
   exchange for a convertible promissory note, due March 1999. The note bears
   interest at 10% and interest payments are due quarterly. If the Company
   defaults on the promissory note, the remaining principal outstanding may be
   converted into common stock of the Company at $4.25 per share.

   During the quarter ended June 30, 1998, 194,250 options to purchase shares of
   common stock were exercised for a total consideration of $793,000.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          -------------------------------

   NONE
   
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

   On May 19, 1998, the annual meeting of the Company's shareholders was held to
   vote on proposals contained in the proxy statement mailed to shareholders on
   April 17, 1998.  The Company's shareholders elected Peter A. Guglielmi and
   Robert L. Smith, each to serve a three year term.  The Company's shareholders
   also approved an amendment to the Company's 1996 Incentive Stock Plan to
   increase the number of options which may be granted from 875,000 shares to
   975,000 shares.  The number of shares voted and withheld with respect to each
   director and the Amendment to the 1996 Incentive Stock Plan were as follows:
 


    ELECTION OF DIRECTORS            FOR         WITHHELD
    ---------------------            ---         --------
      Peter A. Guglielmi          5,093,987       18,177
      Robert L. Smith             5,095,687       16,477




                                     FOR         WITHHELD       ABSTAIN
                                     ---         --------       -------
    AMENDMENT                     4,934,987      152,478        24,699
  


ITEM 5.   OTHER INFORMATION
          -----------------

   NONE
 
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
           --------------------------------

Reports on Form 8-K. During the quarter for which this report is filed, the
Registrant filed a current report on Form 8-K, dated June 10, 1998, regarding
the Registrant and Rocky Mountain Internet, Inc., a Delaware corporation,
entering into a definitive Agreement and Plan of Merger.




                                       14
<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.



                                             INTERNET COMMUNICATIONS CORPORATION
                                             -----------------------------------
                                                          (Registrant)



Date: August 28, 1998      By:   /s/  John M. Couzens
                              --------------------------------------------------
                                  John M. Couzens,  President



Date:  August 28, 1998     By:   /s/  T. Timothy Kershisnik
                              --------------------------------------------------
                                  T. Timothy Kershisnik, Chief Financial Officer




                                       15