HITCOM CORP
10QSB, 1999-06-08
COMMUNICATIONS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB/A


 [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended March 31, 1999

                                       OR

 [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from ________ to ________


                        Commission file number 001-13999


                               HITCOM CORPORATION
          (Exact Name of Small Business Issuer as Specified in Its Charter)


                  Delaware                                  87-0389677
           (State or Other Jurisdiction                 (IRS Employer
      of Incorporation or Organization)                 Identification No.)


       700 North Second Street, Third Floor
       St. Louis, Missouri                                    63102
      (Address of Principal Executive Offices)              (Zip Code)

          Issuer's Telephone Number, Including Area Code (314) 231-1000

      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 [ ]      No [X]

      State the  number of shares  outstanding  of each of the  issuer's  common
      equity, as of the latest practicable date: As of May 14, 1999 -

                      Class                      Shares Outstanding
                 Common Stock                          12,328,221

      Transitional Small Business Disclosure Format (check one):

      Yes [ ]      No  [X]

<PAGE>
               PART I - FINANCIAL INFORMATION


Item 1 - FINANCIAL STATEMENTS


HITCOM CORPORATION
Condensed Consolidated Balance Sheet
(unaudited)

                                     ASSETS

                                                            March 31,
                                                              1999
                                                           ----------
Current Assets:
   Cash and cash equivalents                               $  204,118
   Accounts receivable, net of allowance for
     doubtful accounts of $51,250                             636,595
   Inventory                                                   27,928
   Other current assets                                        14,676
- --------------------------------------------------------------------------------
     Total current assets                                     883,317
- --------------------------------------------------------------------------------

 Property and equipment, net                                  377,325
 Goodwill, net of amortization of $333,142                  3,664,558
 Investment in service bureau                                  23,440
- --------------------------------------------------------------------------------
                                                           $4,948,640
================================================================================


                         LIABILITIES AND SHAREHOLDERS' EQUITY

 Current Liabilities:
      Revolving line of credit                             $  137,746
      Accounts payable                                      1,004,109
      Deferred revenue                                        450,564
      Due to officers and directors                            48,925
      Current portion of long-term obligations                 82,156
      Net liability for discontinued segment                   31,724
- --------------------------------------------------------------------------------
           Total current liabilities                        1,755,224
- --------------------------------------------------------------------------------

 Long term obligations                                        761,679
- --------------------------------------------------------------------------------
 Total liabilities                                          2,516,903
- --------------------------------------------------------------------------------
 Shareholders' equity
   Convertible preferred stock $.001 par value,
     liquidation preference of $0.80 per share
     ($764,239  aggregate  liquidation  preference),
     convertible into 0.25 shares of common stock;
     5,000,000 authorized; 955,298 issued and outstanding         955
   Common stock $.004 par value, 25,000,000 authorized;
     12,328,221 issued; 12,320,971 outstanding                 49,313
   Additional paid in capital                               2,901,705
   Accumulated deficit                                       (504,934)
   Cumulative foreign  currency translation  adjustment         4,494
   Treasury  stock - at cost; 7,250 common stock              (19,796)
- --------------------------------------------------------------------------------
                                                            2,431,737
- --------------------------------------------------------------------------------

                                                           $4,948,640
================================================================================

    See accompanying notes to the condensed consolidated financial statements

<PAGE>
HITCOM CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)

                                                         Three-Month Period
                                                           Ended March 31,
                                                         1999           1998
                                                      -------------------------

Net service revenues                                  $1,418,692     $  772,523
Cost of services                                       1,168,743        368,311
- --------------------------------------------------------------------------------
     Gross margin                                        249,949        404,212
- --------------------------------------------------------------------------------
Operating expenses:
     Selling, general and administrative                 332,082        334,248
     Amortization of goodwill                             99,943           -
     Depreciation of property and equipment               33,422         21,650
- --------------------------------------------------------------------------------
     Total operating expenses                            465,447        355,898
- --------------------------------------------------------------------------------
Operating income (loss)                                 (215,498)        48,314

Other income (expense)
     Interest expense                                    (26,345)       (12,096)
     Interest income                                       1,207         21,562
- --------------------------------------------------------------------------------
 Total other income (expense)                            (25,138)         9,466
- --------------------------------------------------------------------------------
Income (loss) before taxes and minority interest        (240,636)        57,780

Provision for income taxes                                  -              -
Minority interest                                           -            27,007
- --------------------------------------------------------------------------------
Income (loss) from continuing operations                (240,636)        30,773

Loss from discontinued segment:                             -            79,492
- --------------------------------------------------------------------------------

Net loss                                              $ (240,636)    $  (48,719)
================================================================================

Net loss available to common shareholders             $ (240,636)    $  (48,719)
================================================================================

Basic and diluted earnings (loss) per share
    Income (loss) from continuing operations          $ (0.02)       $   -
    Loss from discontinued segment                    $   -          $ (0.01)
- --------------------------------------------------------------------------------
    Net loss                                          $ (0.02)       $ (0.01)
================================================================================

Weighted average shares - basic                       12,257,092      7,944,042
Weighted average shares - diluted                     12,257,092      7,944,042

    See accompanying notes to the condensed consolidated financial statements


<PAGE>
 HITCOM CORPORATION
 Condensed Consolidated Statement of Cash Flows
 (unaudited)
                                                            Three-Month Period
                                                              Ended March 31,
                                                              1999       1998
                                                           --------------------
Operating activities:
  Net loss                                                $(240,636)  $ (48,719)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Goodwill amortization                                    99,943        -
    Depreciation                                             33,422      21,650
    Minority interest in earnings of subsidiary                -         27,007
    Issuance of common shares for services                     -         20,156
    Equity in loss of affiliated Company                       (357)       -
    Changes in assets and liabilities, excluding acquisition:
      Accounts receivable--net                             (147,535)        791
      Inventory                                                (720)       -
      Other assets                                           (3,424)     11,865
      Accounts payable and accrued expenses                  29,558     (48,700)
      Deferred revenue                                       60,484      29,504
- --------------------------------------------------------------------------------
    Net cash used in operating activities                  (169,265)     13,554
- --------------------------------------------------------------------------------

Investing activities:
  Purchases of property and equipment                       (68,935)    (17,298)
- --------------------------------------------------------------------------------
    Net cash used in investing activities                   (68,935)    (17,298)
- --------------------------------------------------------------------------------

Financing activities:
  Proceeds from bank term loan                               30,000        -
  Repayment of bank term loan                               (16,823)       -
  Repayment of capital leases                                (9,510)     (2,160)
  Repayment of due to officers and directors                 (9,578)       -
  Increase in revolving line of credit                      107,746        -
- --------------------------------------------------------------------------------
  Net cash provided by (used in) financing activities       101,834      (2,160)
- --------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents       (136,366)     (5,904)
Cash and cash equivalents at beginning of period            340,484     188,800
- --------------------------------------------------------------------------------
Cash and cash equivalents at end of period               $  204,118   $ 182,896
================================================================================

Supplemental disclosure of cash flow information
 Cash paid for interest during the period                $   15,745   $   4,182
 Cash paid for income taxes during the period                  -           -
 Non cash investing and financing activities:
  Conversion of preferred shares into common shares      $      119  $        4

   See accompanying notes to the condensed consolidated financial statements
<PAGE>


                       HITCOM CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of HitCom
Corporation and subsidiaries  (collectively "the Company" or "HitCom") have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and Securities and Exchange Commission ("SEC")  regulations.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted  pursuant to such rules and  regulations.  In the
opinion of management,  the financial  statements  reflect all adjustments (of a
normal and recurring nature) which are necessary to present fairly the financial
position,  results of  operations,  stockholders'  equity and cash flows for the
interim periods.  These unaudited condensed  consolidated  financial  statements
should be read in conjunction  with the audited  financial  statements and notes
thereto for the year ended  December 31, 1998,  as set forth in HitCom's  Annual
Report on Form  10-KSB.  The results for the three  months ended March 31, 1999,
are not necessarily  indicative of the results that may be expected for the year
ending December 31, 1999. All amounts presented are in US dollars.


2.       NATURE OF BUSINESS

HitCom Corporation and its subsidiaries (collectively referred to as "Hitcom" or
the "Company") is a  telecommunication  Company providing two principal services
for businesses and individuals:  i. Enhanced  communication  including 800-based
services,  voice and data  messaging  which the  Company  delivers  through  its
network.
ii.       Prepaid telecommunication services through its switching platforms.


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION
The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiaries.   All  significant  intercompany  accounts  and
transactions  have been eliminated in  consolidation.  Investment in a 50% owned
affiliate has been accounted for on the equity method.

REVENUE RECOGNITION AND DEFERRED REVENUE
The Company recognizes revenue as services are rendered as follows:

800-BASED SERVICES
The Company  generally  requires  its  customers to  establish  minimum  account
balances prior to receiving  services.  Revenues consists of usage fees based on
per minute  rates and  monthly  fees.  Account  balances  in excess of  services
rendered are recorded as deferred  revenue.  Revenue for unused account balances
is recognized when there has been no activity for six months.

PREPAID CARD SERVICES
The  Company's  revenue  originates  from  customer  usage  of (i)  Company  and
cobranded  prepaid  calling  cards sold  through  retailers,  (ii)  recharges of
existing  calling  cards,  and  (iii)  cards  sold  for  promotional   marketing
campaigns.  The Company sells cards to  distributors  and retailers  with normal
credit terms. When the distributor or retailer is invoiced,  deferred revenue is
recognized.  The Company  recognizes revenue in accordance with the terms of the
card as the ultimate card users utilize calling time and service fees. The terms
of the card  refer to the  rates,  fees and  expiration  dates of the card.  All
prepaid cards sold by the Company  expire upon either six or twelve months after
first usage.  Upon  expiration and  cancellation  of the prepaid phone card, the
Company recognizes the related deferred amount as revenue.

GOODWILL
Goodwill  represents  the  excess  of cost  over  the fair  value of net  assets
acquired for the Channel  Telecom  acquisition  effective  May 31, 1998,  and is
being amortized on a straight-line  basis over a ten year period  beginning from
the date of acquisition.


4.       EARNINGS PER SHARE

The following  table sets forth the  computation  of basic and diluted  earnings
(loss) per share:

                                              THREE-MONTH PERIOD ENDED MARCH 31,
                                                   1999               1998
                                               --------------------------------
NUMERATOR:
Net loss available to common shareholders        $( 240,636)         $(  48,719)

DENOMINATOR:
Denominator for basic earnings (loss) per share -
  weighted-average shares                         12,257,092          7,944,042

Dilutive potential common shares - Adjusted
  weighted-average shares and assumed conversions 12,257,092          7,944,042
- --------------------------------------------------------------------------------

Basic and diluted earnings (loss) per share:       $ (0.02)            $(0.01)
================================================================================

At March 31, 1999,  employee  stock options to purchase  392,917  common shares,
convertible  preferred  stock,  totaling  268,344  common  shares,   convertible
debentures,  totaling  1,056,000 common shares,  and warrants,  totaling 155,000
common shares,  were excluded from the computation of diluted earnings per share
as  such  options,  convertible  preferred  stock,  convertible  debentures  and
warrants are anti-dilutive due to the net loss available to common shareholders.


5.       PRO FORMA EFFECTS OF CHANNEL ACQUISITION

The  following  unaudited  pro forma  summary  presents the  Company's  combined
results  as if the  acquisition  of Channel  occurred  at the  beginning  of the
respective  periods,  after  giving  effect  to  certain  adjustments  including
goodwill  amortization,  depreciation  and  interest  expense.  These  pro forma
results are not necessarily indicative of those that would have occurred had the
acquisition  occurred at the beginning of the three month period ended March 31,
1998:

                                                             Three-Month Ended
                                                               March 31, 1998
                                                             -----------------
Net service revenues                                          $1,106,028
Cost of services                                                 566,273
- --------------------------------------------------------------------------------
  Gross margin                                                   539,755
================================================================================

Net loss available to common shareholders                     $  (66,483)
================================================================================
Loss per share                                                $   (0.01)
================================================================================


6.       SEGMENTED INFORMATION


At March 31, 1999, HitCom has two separately managed business segments,

                                             CHANNEL     ONE PLUS      TOTAL

THREE MONTHS ENDED, MARCH 31, 1998
Revenues from external customers            $    -       $ 772,523    $ 772,523
Interest income                                  -          21,562       21,652
Interest expense                                 -          12,096       12,096
Depreciation                                     -          21,650       21,650
Segment loss                                     -         (48,719)     (48,719)
Segment assets                              $    -       $ 671,556    $ 671,556

THREE MONTHS ENDED, MARCH 31, 1999
Revenues from external customers            $ 910,043    $  508,649  $1,418,692
Interest income                                 1,123            84       1,207
Interest expense                                  383        25,962      26,345
Depreciation                                    9,422        24,000      33,422
Goodwill amortization                          99,943          -         99,943
Segment net income (loss)                    (245,493)        4,857    (240,636)
Segment assets                             $4,472,333    $  476,307  $4,948,640



<PAGE>



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

OVERVIEW
The Company principally derives its revenues through two operating subsidiaries:

CHANNEL TELECOM INC. (CHANNEL)
Channel is a provider of long  distance  services to retail  customers.  Channel
currently  provides its retail  services by marketing  Prepaid Cards,  primarily
under the Phone Cash and Phone Saver brand name, through an extensive network of
independent  retail outlets (through  independent sales agents) and distributors
throughout Canada. Channel targets retail markets with substantial international
long distance calling  requirements,  such as ethnic  communities,  and believes
that its Prepaid Cards provide consumers with a convenient,  attractively priced
alternative to traditional presubscribed long distance services.

ONE PLUS MARKETING INC. (ONE PLUS)
One Plus derives its revenues from the sale of interactive voice  response/voice
processing  services to the  independent  agents of Direct  Sales  Organizations
(DSO).  Therefore,  One Plus is dependent upon the DSOs to provide  referrals of
their sales  agents to use the  services.  The  revenues of One Plus are derived
primarily in the United States.


RESULTS OF OPERATION

THREE MONTHS ENDED March 31, 1999 COMPARED TO THREE MONTHS ENDED March 31, 1998

REVENUE
Total  revenue  increased  84% to  $1,418,692  in the first quarter of 1999 from
$772,523  for the  same  period  in 1998.  The  increase  is due to the  Channel
acquisition,  which was  consummated on May 31, 1998.  Channel  provided  HitCom
$910,043  in  revenue  in the first  quarter of 1999.  Channel  has  experienced
significant  growth during the year due to increased  usage of the Channel card,
an increase in the number of retail  storefronts in which the Company's products
are distributed, and greater brand awareness.

COST OF SERVICES:
Cost of services  primarily includes payments to other carriers for origination,
transport and termination of international  and domestic long distance  traffic.
Cost of services  increased to 82% of revenue  ($1,168,743) in the first quarter
of 1999 from 48% of revenue ($368,311) for the same period in 1998. The increase
in cost of  services is  primarily  due to the  Channel  acquisition.  Channel's
business  has a  higher  cost of  services  than  One  Plus  due to  significant
international long distance traffic as compared to the traffic of One Plus which
is only in North America. The international  long-distance  traffic is intensely
competitive and therefore  placing  downward  pressure on the prices Channel can
sell its services.

Channel will be completing the  implementation of a new  carrier-class  Excel(R)
switch  in the  Second  Quarter  of 1999.  The new  carrier-class  switch is far
superior to the PC based  switch that the Company  currently  operates.  The new
switch  will  provide  significant  increase in call  volume  capacity  over the
current switch.  However, of greater significance,  the new switch is capable of
concurrently  utilizing  numerous long distance  carriers  thereby  resulting in
greater  choice in  optimizing  least cost  routing  which  should  decrease the
Company's cost of services and correspondingly  increase gross margin. Channel's
cost of services in the first quarter of 1999 was significantly  high due to the
existing  switch  inability to utilize  multiple  carriers  thereby not allowing
efficient least cost routing utilization.


SELLING GENERAL & ADMINISTRATIVE (SG&A):
SG&A  expenses  decreased to 23% of revenue  ($332,082)  in the first quarter of
1999 from 43% of revenue ($334,248) for the same period in 1998. The significant
increase in revenue due to Channel's  acquisition,  enabled the decrease of SG&A
expense as a percentage of revenue.

GOODWILL AMORTIZATION
Goodwill  represents  the  excess  of cost  over  the fair  value of net  assets
acquired  for the  Channel  acquisition  effective  May 31,  1998  and is  being
amortized on a  straight-line  basis over a ten year period  beginning  from the
date of  acquisition.  Amortization  expense was $99,943 in the first quarter in
1999.

DEPRECIATION OF PROPERTY AND EQUIPMENT
Depreciation  increased to $33,422 in the first quarter of 1999 from $21,650 for
the  same  period  in  1998.   The  increase  in  dollar  amount  was  primarily
attributable  to increased  capital  expenditures  for property and equipment to
support the growth of the business resulting in increased depreciation expense.

NET INTEREST EXPENSE/INCOME:
Net interest expense was $25,138 in the first quarter of 1999 as compared to net
other  income of $9,466 for the same period in 1998.  This was  attributable  to
increased bank  borrowings and interest  expense on the  convertible  debentures
issued in October 1998.

DISCONTINUED OPERATIONS
In  August  1998,  HitCom  completed  the  sale of all of the  Internet  Service
division including certain computer equipment and customer accounts for $30,000.
This  division had focused on  providing  various  levels of Internet  access to
customers in the St. Louis,  Missouri  area. The disposal of the ISP division is
reflected as a  discontinued  operations.  The direct  expenses  and  associated
overhead costs net of revenue earned from these operations,  was $79,492 for the
first quarter of 1998.

EBITDA - CONTINUING OPERATIONS
EBITDA in the first quarter of 1999 was a loss of $82,133 as compared  income of
$69,964 in the first quarter of 1998.  Decrease in EBITDA is due to the decrease
in gross  margin at Channel  due to the  existing  switch  inability  to utilize
multiple  carriers  thereby  not  allowing  optimized  least cost  routing.  The
implementation  of Channel's new  carrier-class  switch in the second quarter of
1999 should decrease cost of services and increase gross margin.

NET LOSS
Net loss in the first quarter of 1999 increased to $240,636 from $48,719 for the
same period in 1998. Increase in net loss is due to the goodwill amortization of
$99,943,  and  decrease in gross  margin at Channel due to the  existing  switch
inability to utilize multiple carriers thereby not allowing optimized least cost
routing.  The implementation of Channel's new carrier-class switch in the second
quarter of 1999 should decrease cost of services and increase gross margin.


LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents at March 31, 1999 decreased to $204,118 from $340,484
at December 31, 1998. The Company's liquidity  requirements were largely used by
working capital needs and investment  needs including  capital  expenditures for
the new switch for Channel.  These  requirements  were funded by increased  bank
borrowings.

Cash used by operating  activities  in the first quarter of 1999 was $169,265 as
compared to cash  generated of $13,554 for the same period in 1998.  Significant
utilization  of cash in the first quarter were the net cash loss of $107,271 and
$147,535  increase  in  account  receivable  due to revenue  growth at  Channel.
Increase  in account  payable - $29,558 - and  deferred  revenue - $60,484  were
sources of working capital.

Cash used for  capital  expenditures  in the first  quarter of 1999 was  $68,935
which was primarily used for the implementation of the new carrier-class  switch
at Channel.

Cash  proceeds  from  financing  activities  in the first  quarter  of 1999 were
$101,834 as compared  to net  repayments  of $2,160 for the same period in 1998.
Financing  activities  proceeds consisted primarily of increased bank borrowings
through increases in revolving line of credit facilities.

At March 31, 1999, the Company is not committed to completing  any  acquisition,
however,  the Company is continually looking for further acquisitions which will
expand the  Company's  product  lines and  competitive  position.  Any potential
acquisitions  in 1999 will be funded either through stock  issuance,  new equity
financing and/or increased bank borrowings.

In the first quarter of 1999,  Channel  obtained a new operating credit facility
from a  commercial  bank in Canada for  approximately  $100,000.  The new credit
facility is secured by a general  security  agreement on Channel  Telecom  Inc.,
$50,000 Guaranteed Investment Certificate and corporate guarantees from HitCom.

NEED FOR ADDITIONAL CAPITAL TO FINANCE GROWTH AND CAPITAL REQUIREMENTS
HitCom  believes  that it must  continue  to enhance  and expand its network and
build out its telecommunications network infrastructure in order to maintain its
competitive  position  and continue to meet the  increasing  demands for service
quality,  capacity and competitive pricing. HitCom's ability to grow depends, in
part, on its ability to expand its operations  through the ownership and leasing
of network capacity,  which requires significant capital expenditures,  that are
often incurred prior to HitCom's receipt of the related revenue.

HitCom believes that, based upon its present business plan and its existing cash
resources  and  expected  cash  flow  from  operating  activities;  it will have
sufficient liquidity to support operations at current levels. If HitCom's growth
exceeds  current  expectations,  or if  HitCom  obtains  one or more  attractive
opportunities  to  purchase  the  business or assets of another  company,  or if
HitCom's cash flow from operations  after the end of such period is insufficient
to meet its working capital and capital  expenditure  requirements,  HitCom will
need to raise additional capital from equity or debt sources.


YEAR 2000 COMPUTER PROGRAM FAILURE

A significant  percentage of the software that runs most of the computers relies
on two-digit date codes to perform  computations and decision-making  functions.
Commencing  on  January  1,  2000,  these  computer  programs  may fail  from an
inability to interpret  date codes  properly,  misinterpreting  "00" as the year
1900 rather than 2000.  HitCom is in the process of evaluating and  implementing
Year 2000 compliance programs to ensure that its software, systems and equipment
are Year 2000  compliant and to ensure that the software and technology of their
third party vendors and customers are also Year 2000 compliant.  The Company has
not incurred  any Year 2000 costs as at December 31, 1998 and has  preliminarily
determined  that  it will  not  experience  any  material  Year  2000  risks  or
expenditures to bring its systems compliant with Year 2000 issues.

In  additional  to  assessing  its own  systems,  the Company is  conducting  an
external review of its suppliers, and any other third parties with which it does
business, including equipment and systems providers and other telecommunications
service  providers,  to determine their  vulnerability to Year 2000 problems and
any potential  impact on the Company.  In particular  the Company may experience
problems  to the extent  that  telecommunications  carriers to which the Company
sends traffic for termination are not Year 2000 compliant. The Company's ability
to determine  the ability of these third parties to address  issues  relating to
the Year 2000  problem is  necessarily  limited.  To the  extent  that a limited
number of carriers experience  disruption in service due to the Year 2000 issue,
the  Company  believes  that it will be able to obtain  service  from  alternate
carriers.  However,  the  Company's  ability  to  provide  certain  services  to
customers in selected geographic locations may be limited.

The Company believes it will complete its evaluation of Year 2000 issues by June
30, 1999 and all necessary actions will be implemented by September 30, 1999.

The  Company   currently   anticipates  that  its  information   technology  and
non-information technology systems will be Year 2000 compliant before January 1,
2000,  though no assurances  can be given that its  compliance  testing will not
detect  unanticipated Year 2000 compliance  problems.  HitCom does not currently
have contingency plans to prepare for a Year 2000 failure, however, it does plan
to develop  one by  September  30,  1998.  There can be no  assurance  that such
contingency plans will be adequate.  If either HitCom's and/or third parties are
not Year  2000  compliant  as of such  date and if such  contingency  plans  are
inadequate  or fail to  address a  particular  Year  2000  risk,  HitCom  may be
required to incur unanticipated  costs, change relationships with third parties,
forego revenues or be subjected to other material adverse effects.

NEW ACCOUNTING STANDARDS

ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES
In June 1998,  the FASB  issued SFAS No. 133  "Accounting  foe  derivatives  and
hedging  activities," which establishes  accounting and reporting  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  (collectively  referred  to as  derivatives)  and for hedging
activities.  SFAS No. 132 is effective for years  beginning  after  December 15,
1997 and  requires  comparative  information  for all fiscal  quarters of fiscal
years beginning after June 15, 1999. The Company does not expect the adoption of
this  statement  to  have  significant   impact  on  the  Company's  results  of
operations, financial position or cash flows.

SOP 98-5 REPORTING ON THE COSTS OF START-UP ACTIVITIES
SOP 98-5  "Reporting  on the Costs of Start-up  Activities,"  requires  that the
costs,  be expensed as  incurred.  This  statement is  effective  for  financial
statements issued for fiscal years beginning after December 15, 1998. Management
believes  that the  adoption  of SOP 98-5  will have no  material  effect on its
financial statements.


                                     PART II

                                OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.


ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF  SECURITY HOLDERS

None.


ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

A.       Exhibits

3.1*     Certificate of Incorporation, as amended
3.2*     Bylaws
4.1*     Certificate of Designation for 8% Convertible Preferred Stock
10.1*    Share Exchange Agreement Between HitCom Corporation and Scott Beil
         dated April 14, 1997
10.2*    Stock  Purchase   Agreement   Between  HitCom   Corporation  and  Rajan
         Arora/Jeffrey  Shier and The  Jeffrey  Samuel  Shier  Family  Trust For
         Purchase  of All  Outstanding  Stock  of  Channel  Telecom  Inc.  dated
         February 18, 1998
10.4**   Letter  agreement  between the  registrant,  Rajan  Arora and Jeffrey
         Shier  dated June 30,  1998  regarding  forgiveness of indebtedness.
10.5**   Stock Purchase  Agreement  between Scott A. Beil and registrant dated
         August 10, 1998 regarding 20% minority  interest in One Plus Marketing

10.6**   Letter agreement between registrant and Scott A. Beil dated August 11,
         1998 regarding voting of stock in registrant.
21.1*    List of Subsidiaries of Registrant
27.0     Financial  Data Schedule

*        Filed as exhibit to the Company's Registration Statement on Form 10-SB
**       Filed as Exhibit to the Company's Quarterly Report on Form 10-QSB for
         the quarter ended September 30, 1998

B.       Form 8-K filings

         The  Registrant  did not file a Form 8-K during the last quarter of the
         period covered by this report.



SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                               HITCOM CORPORATION
                               (Registrant)


                       By:     /s/ John S. Nashmi
                               -----------------------
                               John S. Nashmi,
                               Chief Financial Officer and Corporate Secretary

                       Date:   June 8, 1999


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