U.S. SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549

                                  FORM 10-QSBA


          QUARTERLY REPORT UNDER SECTION 12 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 1996.
          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO


                       Commission file number 33-20252-NY


                       TRANSWORLD TELECOMMUNICATIONS, INC.

       (Exact name of small business issuer as specified in its charter)


        Pennsylvania                                  52-1546434      
(State or other jurisdiction of                    (I.R.S. Employer  
 incorporation or organization)                   Identification No.) 
                                                  
                   
      102 West 500 South, Suite 320                         
          Salt Lake City, Utah                          84101          
(Address of Principal Executive Offices)              (Zip Code) 
                                                      


                      
                      
                      


                           
                           

<PAGE>



                                 (801) 328-5618
                           (Issuer's telephone number)

                                 Not Applicable
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


Check  whether the issuer (1) 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


As of September 16, 1996,  26,564,228  shares of the issuers  common stock,  par
value $.001 per share, were outstanding.

<PAGE>


PART I : FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared by Transworld  Telecommunications,  Inc. (the Company)  pursuant to the
rules and  regulations of the Securities  and Exchange  Commission.  They do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  (consisting of normal recurring entries) necessary
for the fair  presentation  of the Company's  results of  operations,  financial
position and changes therein for the periods presented have been included.

              TRANSWORLD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>

<CAPTION>

                                                     (Unaudited)                   
                                                       July 31,                   October 31, 
                                                         1996                         1995   
                                                                                  
                          
                          


                             ASSETS
Current Assets:
<S>                                                  <C>                          <C>      
     Cash                                            $1,027,203                   $  94,391
     Receivable from investee company                    14,711                       3,672
     Other current assets                               161,048                      15,215
                       
           Total current assets                       1,202,962                     113,278

Furniture and equipment, at cost,                            
  less  accumulated  depreciation                        26,325                      33,259      
Deposits and other assets                                 6,198                       7,666       
Investment in and advances to investee companies        462,428                   1,457,642   
                                                                                     
                                   Total Assets     $ 1,697,913                 $ 1,611,845        
                                                              


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities:
     Accounts  payable and accrued  liabilities        $360,445                    $584,487
     Note payable - related party                             -                     150,000        
     Net current liabilities of                                  
       discontinued operation                                 -                     825,178

          Total current liabilities                     360,445                   1,559,665
                                          
Note Payable                                          2,500,000                           - 
            
          Total liabilities                           2,860,445                   1,559,665  
                           
Stockholders' Equity (Deficit):
     Common stock                                        26,564                      28,564      
     Additional paid-in capital                      13,853,881                  12,964,990  
     Accumulated deficit                            (15,042,977)                (12,941,374)
                                                                     
          Total stockholders' equity (deficit)       (1,162,532)                     52,180
                                                  
           Total Liabilities and Stockholders'
            Equity (Deficit)                        $ 1,697,913                 $ 1,611,845    
                                                              
</TABLE>


    The accompanying notes are an integral part of the financial statements.

<PAGE>


              TRANSWORLD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                FOR THE THREE MONTHS ENDED JULY 31, 1996 AND 1995



<TABLE>
<CAPTION>


                                                           July 31,                  July 31,
                                                             1996                     1995  
                                    
<S>                                                     <C>                        <C>          
Net revenue                                             $          -               $         -  
                                                       
Operating expenses:  
     Administrative  expenses                                212,264                    84,264 
     Salaries and related benefits                           191,018                   174,964
     Professional fees and contract services                 847,623                    26,473 
     Channel rights and programming fees                           -                    73,087 
     Depreciation and amortization                             2,312                    36,061 
     Other                                                     2,755                     2,930 
                                                                                    
          Total operating expense                          1,255,972                   397,779   
                                                                                 
Operating loss                                            (1,255,972)                 (397,779)   
                                                  
Other income (expense):
     Interest income                                           3,614                         -      
     Other income                                            130,730                         -      
     Interest expense                                        (33,165)                   (4,769)   
     Equity in net loss of investee companies               (345,065)               (1,533,700) 
                                                                      
          Total other income (expense)                      (243,886)               (1,538,469)
                                               
          Loss from continuing operations                  (1,499,858)              (1,936,248) 
                                                    
Income from discontinued operations, net of tax of
  $9,652 in 1996 and $37,715 in 1995                          151,217                  512,528 
                                           
Net Loss                                                $ (1,348,641)             $ (1,423,720) 
                                                        $ (1,348,641)             $ (1,423,720) 
Loss per common share:
     Continued operations                               $      (0.05)             $      (0.07)
     Discontinued operations                                    0.01                      0.01
     Net loss per common share                          $      (0.04)             $      (0.06) 
                              


</TABLE>




    The accompanying notes are an integral part of the financial statements.

<PAGE>


              TRANSWORLD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                FOR THE NINE MONTHS ENDED JULY 31, 1996 AND 1995

<TABLE>
<CAPTION>



                                                            July 31,                July 31,
                                                              1996                     1995  
                                                               
<S>                                                      <C>                     <C>               
 Net revenue                                             $          -            $          -      
                              
 Operating expenses:  
     Administrative  expenses                                 370,688                 298,489
     Salaries and related benefits                            597,417                 548,772
     Professional fees and contract services                1,078,111                 431,358
     Channel rights and programming fees                            -                 173,187
     Depreciation and amortization                              6,934                 110,174
     Other                                                     23,304                  10,037 
                                                                                
          Total operating expense                           2,076,454               1,572,017 
                                        
Operating loss                                             (2,076,454)             (1,572,017)
             
Other income (expense):
     Interest income                                            3,614                 207,852   
     Other income                                             172,023                  12,568    
     Interest expense                                         (43,358)                (14,204)  
     Equity in net loss of investee companies                (995,214)             (3,965,200) 
                                                                                     
          Total other income (expense)                       (862,935)             (3,758,984) 
                                      
          Loss from continuing operations                  (2,939,389)             (5,331,001) 
                                                                                    
Income from discontinued operations, net of tax of
  $53,476 in 1996 and $98,282 in 1995                         837,786               1,539,746   
                                     
Net Loss                                                  $(2,101,603)            $(3,791,255)  
                                                            
Loss per common share:
         Continued operations                             $     (0.10)            $     (0.19)   
         Discontinued operations                                 0.03                    0.05   
         Net loss per common share                        $     (0.07)            $     (0.14) 
                                                            


</TABLE>



    The accompanying notes are an integral part of the financial statements.

<PAGE>


              TRANSWORLD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                FOR THE NINE MONTHS ENDED JULY 31, 1996 AND 1995




<TABLE>
<CAPTION>


                                                                         July 31,                    July 31,
                                                                           1996                        1995  


Cash flows from continuing operating activities:
<S>                                                                   <C>                        <C>                          
     Loss from continuing operations                                  $(2,939,389)               $(5,331,001)                 
Adjustments  to  reconcile  net  loss to net  cash  used in                                                                    
       continuing operating activities:                                                                                 
          Depreciation and amortization                                     6,934                    110,174             
          Equity in net loss of investee companies                        995,214                  3,965,200            
          Issuance of stock  options                                            -                      7,500              
          Common stock issued for services                                      -                     50,000              
          Interest income charged to notes receivable                           -                   (207,852)            
          Changes in assets and liabilities:                                                                            
              Receivable from investee company                            (11,039)                    69,559              
              Other current assets                                       (144,365)                    51,179              
              Accounts payable and accrued liabilities                   (224,042)                  (284,272)            
                                                                                                            
                    Net cash used in continuing
                      operating activities                              (2,316,687)               (1,569,513)
                                                                       
Cash flows from discontinued operating activities:
         Income from discontinued operations                               837,786                 1,539,746  
         Change in net liabilities of discontinued operations               61,713                   (59,746)  
                                                                                                   
                    Net cash provided by discontinued
                      operating activities                                 899,499                 1,480,000 
                                                                           
Cash flows from financing activities:
         Proceeds from note payable                                      2,500,000                         - 
         Payment of note payable - related party                          (150,000)                        - 
                                                                                                    
                    Net cash provided by financing activities            2,350,000                         -   
                                                                           
Increase (decrease) in cash                                                932,812                   (89,513)
Cash at beginning of the period                                             94,391                   265,462 
                                                                                                    
Cash at end of the period                                              $ 1,027,203               $   175,949
                                                                           
</TABLE>




    The accompanying notes are an integral part of the financial statements.

<PAGE>


              TRANSWORLD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JULY 31, 1996
                                   (Unaudited)

1.       Presentation

         The  consolidated   financial   statements   include  the  accounts  of
         Transworld Telecommunications,  Inc. (the Company) and its wholly owned
         subsidiaries,   including  Carolina   Communications,   Inc.  (CCI),  a
         discontinued operation, which was disposed of by the Company on July 1,
         1996 (see Item 5 below).  All  significant  intercompany  accounts  and
         transactions  have  been  eliminated  in  consolidation.   The  Company
         accounts for its 50 percent interest in Wireless  Holdings,  Inc. (WHI)
         and its 20 percent  interest in Videotron (Bay Area),  Inc.  (Videotron
         Tampa Bay) on the equity method.

2.       Investments in and advances to investee companies

         Summary financial information as of and for the periods indicated below
         for  the  Company's  investment  in  WHI  and  Videotron  Tampa  Bay is
         presented as follows:
<TABLE>
<CAPTION>

               Videotron Tampa Bay                   May 31,             August 31, 
                                                      1996                  1995       
<S>                                               <C>                   <C>           
               Current assets                     $ 1,170,000           $ 1,272,000   
               Current liabilities                (17,415,000)          (11,414,000)  
                                                                      
               Working capital                    (16,245,000)          (10,142,000)

               Property and equipment, net          8,400,000             5,565,000  
               Intangible assets, net              10,726,000            11,221,000 
               Deferred income taxes                        -              (494,000)  
               Stockholders' equity                 2,881,000             6,150,000  
                                                                           
                              Three Months Ended May 31, 1996 and 1995

                                                       1996                  1995
               
<S>                                                 <C>                   <C>      
               Total revenues                       $ 780,000             $ 219,000
               Net loss                            (1,725,328)             (191,376)
                    Company's equity in net loss     (345,066)              (38,275) 
                                                                           
                              Nine Months Ended May 31, 1996 and 1995

                                                       1996                  1995
               
<S>                                               <C>                    <C>          
               Total revenues                     $ 1,964,000            $  664,000   
               Net loss                            (3,269,000)           (1,231,000)       
                    Company's equity in net loss     (653,800)             (392,200)        
                                                                           
</TABLE>
                          
                          
                          
                          
                          


<PAGE>


2.  Business combination (continued)
<TABLE>
<CAPTION>


          WHI:                                      May 31,         August 31, 
                                                      1996             1995       
              
<S>                                               <C>               <C>          
          Current assets                          $   611,000       $ 1,574,000  
          Current liabilities                     (54,618,000)      (46,121,000) 
                                                                      
          Working capital                         (54,007,000)      (44,547,000)
                                                  
          Property and equipment, net              12,527,000        11,113,000  
          Intangible assets, net                   28,906,000        29,420,000  
          Minority Interest                           124,000           (54,000)    
          Stockholders' equity                    (12,450,000)       (4,068,000) 
                                                                      
                    
                    Three Months Ended May 31, 1996 and 1995
                                                       
                                                       1996               1995 
                                                       
<S>                                               <C>               <C>           
          Total revenues                          $ 1,299,000       $ 1,047,000   
          Net loss                                 (2,387,000)       (2,739,000)
               Company's equity in net loss                -0-       (1,369,500)
                                                                    

                    Nine Months Ended May 31, 1996 and 1995

                                                       1996               1995
  
<S>                                               <C>               <C>          
          Total revenues                          $ 3,599,000       $ 3,210,000  
          Net loss                                 (8,383,000)       (7,146,000) 
               Company's equity in net loss           341,414)       (3,573,000) 
                                                                      

</TABLE>






         The  financial  statements  of WHI and  Videotron  Tampa  Bay  disclose
         certain uncertainties related to the possible sale of the companies,  a
         related  arbitration  proceeding,  and reliance on Videotron USA, Inc.,
         the other  principal  investor  of these  companies,  and its  ultimate
         parent,  Le Groupe Videotron Ltee, to fund the day to day operations of
         these  companies.   These  financial  statements  do  not  include  any
         adjustments  relating  to  the  recoverability  and  classification  of
         recorded asset amounts of the amounts and classification of liabilities
         that might be necessary  should these  investee  companies be unable to
         continue  as  going  concerns.  The  financial  statements  of WHI  and
         Videotron  Tampa Bay also disclose that  continuation as going concerns
         is dependent upon the ability of these companies to generate sufficient
         cash  flow to meet  their  obligations  on a timely  basis,  to  obtain
         additional   financing  or   refinancing,   and  ultimately  to  attain
         successful operations.

         The Company  recognizes equity in net loss of investee companies to the
         extent of investment in and advances to investee  companies.  As of the
         beginning of the fiscal year, the Company had $341,414 of investment in
         WHI available for offsetting  losses.  During the nine months ended May
         31,  1996,  the Company  completely  offset the  remaining  $341,414 of
         investment  in WHI with its  portion of losses in WHI.  Therefore,  the
         Company has discontinued reporting its share of future losses in WHI on
         its financial statements. The Company's unrecognized cumulative portion
         of loss from its investment in WHI totaled $3,850,086 at May 31, 1996.
<PAGE>


3.       Discontinued operations

         A summary of operating results for the three and nine months ended July
         31, 1996 and 1995 and net liabilities of discontinued  operations as of
         July 31, 1996 and October 31, 1995 is as follows:
<TABLE>
<CAPTION>

                             Three months ended July 31,          Nine months ended July 31,

                                 1996          1995                    1996          1995

<S>                        <C>            <C>                     <C>           <C>        
     Net sales             $   350,310    $   906,531             $ 1,716,528   $ 2,940,934

     Income before
     income tax expense    $   160,869    $   545,243             $   891,262   $ 1,638,028

     Income tax expense         (9,652)       (32,715)                (53,476)     (98,282)

          Net income       $   151,217    $   512,528             $   837,786   $ 1,539,746



                                            July 31,                 October 31,
                                              1996                      1995       
        
<S>                                      <C>                        <C>        
     Current assets                      $         -                $   275,816
 
     Other                                         -                     33,081

     Accounts payable and accrued 
       liabilities                                 -                   (758,282)

     Amounts payable to related party              -                   (336,146)


         Net current liabilities of 
           discontinued operation        $         -                $  (785,531)
</TABLE>

         The results for the three and nine months  ended July 31, 1996  contain
         activity  through  June 30,  1996 at which time these  operations  were
         transferred  to the  Company's  largest  shareholder  in  redemption of
         2,000,000 shares of the Company's common stock.

4.       Net loss per share

         Net loss per share was computed based upon the weighted  average number
         of shares of common stock outstanding.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

         A.     MATERIAL CHANGES IN FINANCIAL CONDITION

At July 31,  1996,  the Company had current  assets of  $1,202,962,  compared to
$113,278 at October 31, 1995, for an increase of  $1,089,684.  Cash increased by
$932,812 from $94,391 to $1,027,203 during the nine-month period, primarily as a
result of the Company  obtaining a  $2,500,000  loan from the Pacific  Mezzanine
Fund ("Pacific  Loan") for the purposes of facilitating  the payment of expenses
associated  with  completing  its  proposed   liquidation  and  distribution  in
conjunction  with the Pacific Telesis Group  transaction  (see Item 5 below).  A
portion  of the net loan  proceeds  was used to pay  accounts  payable,  accrued
liabilities,  a related  party note  payable  and to fund a loan  commitment  to
Wireless Cable & Communications,  Inc.,  ("WCCI").  This loan commitment is more
particularly  described in the section  entitled  "Auckland  and Park City Asset
Spin-Off" in the  Company's  report on Form 10-QSB for the period ended July 31,
1995,   which   is   incorporated     herein   by   this   reference.    Current
<PAGE>

liabilities  as ofJuly 31, 1996,  were  $360,445,  compared to  $1,559,665 as of
October 31, 1995, for a decrease of $1,199,220.

         At July 31, 1996, total assets were $1,697,913,  compared to $1,611,845
as of October 31, 1995, for an increase of $86,068. The increase in total assets
was due to the receipt by the Company of the net proceeds  from the Pacific Loan
described above and partially offset by a decrease attributable to the equity in
net loss of WHI and Videotron  Tampa Bay,  totaling  $995,214 for the nine month
period (which reduces  investment in and advances to investee companies account)
and a decrease in cash which was primarily used to reduce  accounts  payable and
accrued   liabilities.   Total  stockholders'   equity  (deficit)  decreased  by
$1,214,712 from $52,180 at October 31, 1995, to ($1,162,532) at July 31, 1996.

         B.     MATERIAL CHANGES IN RESULTS OF OPERATIONS

         The  Company  did not have  operating  revenues  for either of the nine
months ended July 31, 1995 or 1996.  However,  in the same period, the Company's
discontinued  operations  generated  revenue of $2,940,934 and $1,716,528 during
1995 and 1996, respectively.  The revenue from discontinued operations decreased
$1,224,406,  in large part  because of new  regulations  imposed on the audiotex
industry which restrict the number of phone lines available for the business and
because  1996  results  are  through  June 30,  1996 at which  time the  Company
disposed  of its  discontinued  operations  (see Item 5 below).  During the nine
months ending July 31, 1996, total operating  expenses (and operating loss) were
$2,076,454,  compared  to  $1,572,017  for the  same  nine-month  period  a year
earlier, for an increase of $504,437. The increase in operating loss is a result
of an increase  in  administrative  expenses  and  professional  fees due to the
expenses  incurred by the Company in conjunction  with the Pacific Telesis Group
transaction and the expenses associated with the Pacific Loan. This increase was
offset by a decrease  in channel  rights and  amortization  associated  with the
assets which the Company transferred to WCCI.

         During the nine months ending July 31, 1996, the Company had a net loss
of  $2,101,603,  compared to a net loss of $3,791,255 for the same period a year
earlier,  for a decrease of $1,689,652.  The decrease in net loss is primarily a
result  of the  decrease  in the  equity  in the net  loss of WHI,  offset  by a
decrease  in  income  from   discontinued   operations   and  the   increase  in
administrative expenses and professional fees. The equity in the net loss of WHI
was lower because the Company has  completely  written off its investment in and
advances to investee  companies  in WHI,  and,  therefore,  will not continue to
record WHI losses.  The decrease in the income from discontinued  operations was
offset partially by a decrease in operating  expenses  primarily due to changing
the  clearing  house  parameters  to screen  fraudulent  callers  which  reduced
chargeback  expenses.  For the nine months ended July 31, 1996,  there was a net
loss per share of  $(0.07),  compared to a net loss per share of $(0.14) for the
same period a year earlier.

         C.     LIQUIDITY AND CAPITAL RESOURCES

         At July 31, 1996,  the Company's  current  assets  exceeded its current
liabilities  by  $842,517.  The  Company,  subject to approval by the  Company's
shareholders, and Videotron have agreed to sell their stock in WHI and Videotron
Bay  Area  as  more  particularly  described  in  the  section  entitled  "Other
Information," set forth in the Company's quarterly report on Form 10-QSB for the
period ended January 31, 1996,  which is incorporated  herein by this reference.
Therefore,  the Company expects to satisfy all liabilities with its current cash
and the funds it anticipates  receiving as a result of the Pacific Telesis Group
transaction.
<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.



                                             TRANSWORLD TELECOMMUNICATIONS, INC.



Date: October 25, 1996                       BY
                                             /s/ ANTHONY SANSONE
                                             Anthony Sansone
                                             Chief Accounting Officer













<PAGE>