HITCOM CORP
10QSB, 2000-12-22
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 September 30, 2000

                                       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.)


       2700 Dufferin Street, Unit 68
       Toronto, Ontario, Canada                                M6B 3J3
      (Address of Principal Executive Offices)              (Zip Code)

          Issuer's Telephone Number, Including Area Code (416) 785-4323

      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 October 31, 2000 -

                         Class                      Shares Outstanding
                      Common Stock                          6,617,544

      Transitional Small Business Disclosure Format (check one):
      YES [     ]                   NO      [  X  ]

         85 Scarsdale Road, Suite 202, Toronto, Ontario, Canada M3B 2R2
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>
                PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements

HITCOM CORPORATION
Condensed Consolidated Balance Sheet
September 30, 2000
(Unaudited, all amounts in US Dollars)

                                  ASSETS

 Current Assets:
    Short-term deposits                                                   7,714
    Accounts receivable                                                  44,708
--------------------------------------------------------------------------------
     Total assets                                                        52,422
--------------------------------------------------------------------------------



                  LIABILITIES AND SHAREHOLDERS' EQUITY

 Current Liabilities:
      Accounts payable  and accrued liabilities                         689,684
      Due to officers and directors                                      48,000
--------------------------------------------------------------------------------
      Total current liabilities                                         737,684
--------------------------------------------------------------------------------

 Convertible debenture                                                  513,000
--------------------------------------------------------------------------------
 Total liabilities                                                    1,250,684

 Commitments and contingencies

 Shareholders' equity
     Convertible preferred stock $.001 par value,  liquidation preference
         of $0.80 per share ($818,398 aggregate liquidation preference),
         convertible into 0.25 shares of common stock; 5,000,000 authorized;
         1,022,998 issued and outstanding                                 1,022
     Common stock $.004 par value,  25,000,000 authorized;
         12,462,297 issued; and 6,617,544 outstanding                    49,849
     Additional paid in capital                                       5,021,047
     Deficit                                                         (4,499,133)
     Treasury stock - at cost; 5,844,753 shares of common stock      (1,771,047)
--------------------------------------------------------------------------------
                                                                     (1,198,262)
--------------------------------------------------------------------------------

                                                                    $    52,422
--------------------------------------------------------------------------------

    See accompanying notes to the condensed consolidated financial statements
--------------------------------------------------------------------------------

<PAGE>

HITCOM CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------
                                                Three-Month Period                    Nine-Month Period
                                                Ended September 30,                  Ended September 30,
                                                 2000           1999                 2000               1999
                                             (All amounts in US Dollars)          (All amounts in US Dollars)
--------------------------------------------------------------------------------------------------------------



<S>                                          <C>              <C>                  <C>             <C>
Net service revenues                         $   78,531       $    -               $  128,139      $     -
Cost of services                                 55,486            -                   91,169            -
--------------------------------------------------------------------------------------------------------------
     Gross margin                                23,045            -                   36,970            -
--------------------------------------------------------------------------------------------------------------

Operating expenses:
     Selling, general and administrative         82,959           27,877              151,074          91,568
--------------------------------------------------------------------------------------------------------------

Operating loss                                  (59,914)         (27,877)            (114,104)        (91,568)

Net interest expense                            (10,250)         (10,121)             (31,450)        (27,242)
--------------------------------------------------------------------------------------------------------------

Loss from continuing operations                 (70,164)         (37,998)            (145,554)       (118,810)

Loss from discontinued operations,
     net of tax payable                      (2,317,602)        (275,002)          (2,801,210)       (699,132)
--------------------------------------------------------------------------------------------------------------
Net loss                                    $(2,387,766)      $ (313,000)         $(2,946,764)     $ (817,942)
--------------------------------------------------------------------------------------------------------------

Basic loss per share
    Loss from continuing operations          $   (0.01)       $   (0.01)           $  (0.02)       $   (0.01)
    Income from discontinued operations          (0.35)           (0.02)              (0.43)           (0.06)
--------------------------------------------------------------------------------------------------------------
    Net loss                                 $   (0.36)       $   (0.03)           $  (0.45)       $   (0.07)
--------------------------------------------------------------------------------------------------------------

Weighted average shares - basic               6,607,756       12,358,206            6,588,343       12,325,106
Weighted average shares - diluted             6,607,756       12,358,206            6,588,343       12,325,106
--------------------------------------------------------------------------------------------------------------
                  See accompanying notes to the condensed consolidated financial statements
--------------------------------------------------------------------------------------------------------------
</TABLE>
 HITCOM CORPORATION
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                                                    Three-Month Period                 Nine-Month Period
                                                                    Ended September 30,                Ended September 30,
                                                                       2000        1999                2000         1999
                                                                 (All amounts in US Dollars)      (All amounts in US Dollars)
-----------------------------------------------------------------------------------------------------------------------------



<S>                                                                  <C>           <C>              <C>           <C>
     Net loss                                                      $(2,387,766)  $  (313,000)     $(2,946,764)  $  (817,942)
     Adjustments to reconcile net loss to net cash used in
     operating activities:
         Amortization of goodwill - discontinued operations          3,164,845        99,942        3,364,731       299,827
         Depreciation of property and equipment discontinued operations 28,079        30,256           75,074        97,454
         Loss on disposal of property and equipment
           - discontinued operations                                   209,472          -             209,472          -
         Issuance of common shares for interest on convertible debenture  -             -              31,200          -
         Issuance of common shares for services                           -             -              20,000        15,322
         Changes in assets and liabilities, excluding acquisition and disposal:
            Accounts receivable, net                                   618,593       (72,443)         718,494      (174,105)
            Inventory                                                   21,465        12,435           28,961       (11,548)
            Other current assets                                        52,518       (22,242)          47,843       (32,679)
            Accounts payable and accrued liabilities                (1,215,768)      (13,668)        (802,793)      382,108
            Deferred revenue                                          (381,162)      200,557         (748,285)      230,040
-----------------------------------------------------------------------------------------------------------------------------
     Net cash provided by (used in) operating activities               110,277       (78,163)          (2,067)      (11,523)
-----------------------------------------------------------------------------------------------------------------------------

Investing activities:
   Purchases of property and equipment                                    -          (20,340)        (130,654)     (136,836)
-----------------------------------------------------------------------------------------------------------------------------

Financing activities:
     Repayment of capital leases                                       (72,000)          -            (15,845)         -
     Redemption of short-term deposit                                   50,000           -             50,000          -
     Increase (decrease) in revolving line of credit                  (106,796)          -               -           15,000
     Increase in due to officers and directors                          26,233        41,354           26,233        12,938
     Repayment of bank term loan                                          -          (18,357)            -          (40,972)
-----------------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                          (102,563)       22,997           60,388       (13,034)
-----------------------------------------------------------------------------------------------------------------------------


Net decrease in cash and cash equivalents                                7,714       (75,506)         (72,333)     (161,393)
Cash and cash equivalents at beginning of period                          -          254,597           80,047       340,484
-----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                          $    7,714    $  179,091        $   7,714     $ 179,091
-----------------------------------------------------------------------------------------------------------------------------


Supplemental disclosure of cash flow information
     Cash paid for interest during the period                       $      -      $    4,371        $   1,480     $  20,116
     Cash paid for income taxes during the period                          -            -              10,000          -
     Non Cash investing and financing activities:
         Property and equipment acquired through proceeds from
                capital lease                                              -            -              19,760          -
         Conversion of preferred shares into common shares                 -            -                -              119
-----------------------------------------------------------------------------------------------------------------------------
                  See accompanying notes to the condensed consolidated financial statements
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<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.

The  Company  has  sustained   significant  losses  from  operations  since  its
inception.  Hitcom can no longer meet its  obligations in the ordinary course of
business and is dependent upon its ability to raise additional financing through
public  or  private  equity  financings,   enter  into  collaborative  or  other
arrangements  with  corporate  sources,  or secure other sources of financing to
fund its obligations.

Hitcom is also in default of its Convertible  Subordinated Debentures as it does
not have the financial resources to pay the interest of $20,520 due on September
30, 2000. The  debentures  were issued on October 1, 1998 and are due on October
1, 2003,  bearing  interest  at 8% per annum,  payable  semi-annually.  They are
unsecured general  obligations of the Company which are subordinated in right of
payment.  The  debenture  may be  converted  at the  option of the  holder  into
fully-paid  and  non-assessable  shares  of  Common  Stock of the  Company  at a
conversion  price of $0.50 per share  (equivalent  to a conversion  rate of 2000
shares per $1,000 principal amount of debenture).

The Company's  primary  operating  subsidiary  Channel Telecom Inc.  ("Channel")
seized operations in November 2000. Channel sustained significant losses and was
no longer able to meet its obligations.  Channel's banker canceled the Company's
operating  credit  facility.  Therefore,  Channel's  operations are reflected as
discontinued  operations in the accompanying  condensed  consolidated  financial
statements.  Channel's liabilities significantly exceeded its assets and are not
reflected in the accompanying condensed consolidated financial statements.

Management  intends to raise working  capital through  additional  equity and/or
debt  financings in the upcoming year.  However,  there can be no assurance that
such financings can be successfully completed on terms acceptable to the Company
or at all. All efforts at raising  additional equity and/or debt financings have
so far been unsuccessful.

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, 1999, as set forth in HitCom's  Annual Report on Form 10-KSB.
The results for the  nine-months  ended  September 30, 2000, are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2000. All amounts presented are in US dollars.


2. NATURE OF BUSINESS

HitCom Corporation and its subsidiary  (collectively  referred to as "Hitcom" or
the  "Company")  is  a   telecommunication   Company   providing  long  distance
telecommunication services primarily in Canada.



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned  subsidiary.  All intercompany  accounts and transactions  have
been eliminated on consolidation.

Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States,  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and reported  amounts of revenues and expenses  during the reported
period with consideration given to materiality. Actual results could differ from
those estimates.

Revenue Recognition
The Company's  revenue  originates from customer usage of long distance services
which is billed to the customer on a monthly  basis.  Revenue is  recognized  as
invoice is issued.


4. EARNINGS PER SHARE


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

                                                     Three-Month Period              Six-Month Period
                                                     Ended September 30,             Ended September 30,
                                                      2000        1999               2000          1999
<S>                                               <C>           <C>               <C>           <C>
Numerator:
Net loss available to common shareholders        $(2,387,766)  $ (313,000)       $(2,946,764)   $ (817,942)

Denominator:
Denominator for basic earnings (loss) per share -
  weighted-average shares                          6,607,756    12,358,206         6,588,343    12,325,613

Dilutive potential common shares - Adjusted
 weighted-average shares and assumed conversions   6,607,756    12,358,206         6,588,343    12,325,613
-----------------------------------------------------------------------------------------------------------

Basic and diluted earnings (loss) per share:        $ (0.36)      $(0.03)            $(0.45)     $(0.07)
-----------------------------------------------------------------------------------------------------------
</TABLE>


Employee stock options,  convertible preferred stock, convertible debentures and
warrants,  are not  presented  for the years ended  December  31, 2000 and 1999,
because  they  are  anti-dilutive  due to  the  net  loss  available  to  common
shareholders.


5. SEGMENTED INFORMATION


At September30,  2000,  Hitcom is operating in only one business  segment,  long
distance  services.



<PAGE>
ITEM 2 - Management's  Discussion and Analysis of Financial
         Condition and Results of Operation


Overview
The   Company    principally   derives   its   revenues   from   long   distance
telecommunication  services  primarily  in Canada.  The  services  are  provided
through its  subsidiary  Hitcom Inc.  which was just  launched in January  2000.
Consumers can use the Hitcom long distance  service to place long distance calls
from their home or office at rates that are  generally  lower than the  standard
plan rates  currently  charged by the major  telecommunication  carriers such as
Bell  Canada,  Sprint and  Primus.  The long  distance  plans are based on a per
minute basis which vary according to the country  dialed.  Consumers  access the
Hitcom long  distance  service by dialing a local number and then dialing  their
destination number.  There is no need to enter a PIN number.  Customers are then
billed on a monthly basis.

Results of Operation

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999

Revenue
Total revenue was $78,531 in the third quarter of 2000. There was no revenue for
the same  period in 1999 as the service  was  launched in 2000.  Revenues in the
second quarter of 2000 were approximately $35,000.

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  was 71% of revenue  ($55,486)  in the third  quarter of 2000.
There was no cost of services expense for the same period in 1999 as the service
was launched in 2000.

Selling General & Administrative (SG&A):
SG&A expenses increased to $82,959 in the third quarter of 2000 from $27,877 for
the same period in 1999.

Net Interest Expense (income):
Net interest expense was $10,250 in the third quarter of 2000 as compared to net
interest  expense of $10,121 for the same period in 1999.  Interest  expense was
primarily due to the convertible debenture bearing interest at 8% per annum.

Discontinued Operations
In  November   2000,   the  Company's   primary   subsidiary   Channel   Telecom
Inc.("Channel") seized operations.  Channel sustained significant losses and was
no longer able to meet its obligations.  Channel's banker canceled the Company's
operating  credit  facility.  Therefore,  Channel's  operations are reflected as
discontinued  operations in the accompanying  condensed  consolidated  financial
statements.

Channel's liabilities significantly exceeded its assets and are not reflected in
the accompanying condensed consolidated financial statements.

In  December  1999,  the  Company  completed  the  sale of  certain  assets  and
liabilities that were primarily  related to One Plus Marketing,  Inc. (One Plus)
to a former officer,  director and major shareholder of the Company. The Company
also received 5,837,503 shares of Hitcom's common stock from the purchaser which
has been returned to treasury and has therefore  reduced the outstanding  number
of common stock in Hitcom.  The  transaction  was recorded at carrying value and
the resulting gain has been recorded directly to additional paid in capital. The
disposal of the One Plus segment is reflected as discontinued  operations in the
accompanying condensed consolidated financial statements.

Expenses and associated  overhead net of revenue  earned from these  operations,
was a loss of $2,317,602 for the quarter ended September30,  1999 as compared to
a loss of  275,002  for the  same  period  in 1999.  The  loss in 2000  includes
$3,164,845 in write-off of Goodwill for Channel's acquisition in 1998.

Net loss
Net loss for the third  quarter of 2000,  increased to $2,387,766 as compared to
$313,000 for the same period in 1999.  The  increased net loss was primarily due
to write-off of Goodwill relating to Channel.


LIQUIDITY AND CAPITAL RESOURCES

Need for Additional Capital to Meet Obligations
The  Company  has  sustained   significant  losses  from  operations  since  its
inception.  Hitcom can no longer meet its  obligations in the ordinary course of
business and is dependent upon its ability to raise additional financing through
public  or  private  equity  financings,   enter  into  collaborative  or  other
arrangements  with  corporate  sources,  or secure other sources of financing to
fund its obligations.

Hitcom is also in default of its Convertible  Subordinated Debentures as it does
not have the financial resources to pay the interest of $20,520 due on September
30, 2000. The  debentures  were issued on October 1, 1998 and are due on October
1, 2003,  bearing  interest  at 8% per annum,  payable  semi-annually.  They are
unsecured general  obligations of the Company which are subordinated in right of
payment.  The  debenture  may be  converted  at the  option of the  holder  into
fully-paid  and  non-assessable  shares  of  Common  Stock of the  Company  at a
conversion  price of $0.50 per share  (equivalent  to a conversion  rate of 2000
shares per $1,000 principal amount of debenture).

The Company's main operating  subsidiary Channel Telecom Inc. ("Channel") seized
operations in November 2000.  Channel  sustained  significant  losses and was no
longer able to meet its  obligations.  Channel's  banker  canceled the Company's
operating credit facility in October 2000.

Management  intends to raise working  capital through  additional  equity and/or
debt  financings in the upcoming year.  However,  there can be no assurance that
such financings can be successfully completed on terms acceptable to the Company
or at all. All efforts at raising  additional equity and/or debt financings have
so far been unsuccessful.

Cash and cash equivalents at September 30, 2000 increased to $7,714 from $nil at
June 30, 2000.  Cash  provided by operating  activities  in the third quarter of
2000 was  $110,860 as compared to cash  utilized  $78,163 for the same period in
1999.

Cash used for  capital  expenditures  in the third  quarter  of 2000 was $nil as
compared to $20,340 for the same period in 1999.

Cash  repayments  from  financing  activities  in the third quarter of 2000 were
$102,563 as compared to proceeds of $22,997 for the same period in 1999.


<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999

Revenue
Total revenue was $128,139 in the nine-month period ended September 30, 2000.
There was no revenue for the same period in 1999 as the service was launched in
2000.

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  was 71% of revenue  ($91,169) in the  nine-month  period ended
September 30, 2000. There was no cost of services expense for the same period in
1999 as the service was launched in 2000.


Selling General & Administrative (SG&A):
SG&A  expenses  increased to $151,074 in the third  quarter of 2000 from $91,568
for the same period in 1999.


Net Interest Expense (income):
Net interest  expense was $31,450 in the nine-month  period ended  September 30,
2000 as compared to net interest expense of $27,242 for the same period in 1999.
Interest expense was primarily due to the convertible debenture bearing interest
at 8% per annum.

Discontinued Operations
In  November   2000,   the  Company's   primary   subsidiary   Channel   Telecom
Inc.("Channel") seized operations.  Channel sustained significant losses and was
no longer able to meet its obligations.  Channel's banker canceled the Company's
operating  credit  facility.  Therefore,  Channel's  operations are reflected as
discontinued  operations in the accompanying  condensed  consolidated  financial
statements.

Channel's liabilities significantly exceeded its assets and are not reflected in
the accompanying condensed consolidated financial statements.

In  December  1999,  the  Company  completed  the  sale of  certain  assets  and
liabilities that were primarily  related to One Plus Marketing,  Inc. (One Plus)
to a former officer,  director and major shareholder of the Company. The Company
also received 5,837,503 shares of Hitcom's common stock from the purchaser which
has been returned to treasury and has therefore  reduced the outstanding  number
of common stock in Hitcom.  The  transaction  was recorded at carrying value and
the resulting gain has been recorded directly to additional paid in capital. The
disposal of the One Plus segment is reflected as discontinued  operations in the
accompanying condensed consolidated financial statements.

Expenses and associated  overhead net of revenue  earned from these  operations,
was a loss of $2,801,210 for the nine-months period ended  September30,  1999 as
compared  to a loss of  699,132  for the same  period in 1999.  The loss in 2000
includes $3,364,731 in write-off of Goodwill for Channel's acquisition in 1998.

Net loss
Net loss for the  nine-months  period  ended  September  30, 2000  increased  to
$2,946,764 from $817,942 for the same period in 1999.

LIQUIDITY AND CAPITAL RESOURCES

Need for Additional Capital to Meet Obligations
The  Company  has  sustained   significant  losses  from  operations  since  its
inception.  Hitcom can no longer meet its  obligations in the ordinary course of
business and is dependent upon its ability to raise additional financing through
public  or  private  equity  financings,   enter  into  collaborative  or  other
arrangements  with  corporate  sources,  or secure other sources of financing to
fund its obligations.

Hitcom is also in default of its Convertible  Subordinated Debentures as it does
not have the financial resources to pay the interest of $20,520 due on September
30, 2000. The  debentures  were issued on October 1, 1998 and are due on October
1, 2003,  bearing  interest  at 8% per annum,  payable  semi-annually.  They are
unsecured general  obligations of the Company which are subordinated in right of
payment.  The  debenture  may be  converted  at the  option of the  holder  into
fully-paid  and  non-assessable  shares  of  Common  Stock of the  Company  at a
conversion  price of $0.50 per share  (equivalent  to a conversion  rate of 2000
shares per $1,000 principal amount of debenture).

The Company's main operating  subsidiary Channel Telecom Inc. ("Channel") seized
operations in November 2000.  Channel  sustained  significant  losses and was no
longer able to meet its  obligations.  Channel's  banker  canceled the Company's
operating credit facility in October 2000.

Management  intends to raise working  capital through  additional  equity and/or
debt  financings in the upcoming year.  However,  there can be no assurance that
such financings can be successfully completed on terms acceptable to the Company
or at all. All efforts at raising  additional equity and/or debt financings have
so far been unsuccessful.

Cash and cash equivalents at September 30, 2000 decreased to $7,714 from $80,047
at December  31,  1999.  Cash used by operating  activities  in the  nine-months
period ended  September  30, 2000 was $2,067 as compared to $11,523 for the same
period in 1999.

Cash used for capital  expenditures in the nine-months period ended September30,
2000 was  $130,654 as  compared to $136,83 for the same period in 1999.  Capital
expenditures were for the continued expansion of the carrier class switch due to
the growth in revenues and building of VoIP gateways to reduce cost of services.

Cash  proceeds  from  financing  activities  in  the  nine-months  period  ended
September30, 2000 were $60,388 as compared to repayments of $13,034 for the same
period in 1999.

<PAGE>



                                    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

Hitcom is in default of its Convertible  Subordinated  Debentures as it does not
have the financial resources to pay the interest of $20,520 due on September 30,
2000.  The  debentures  were issued on October 1, 1998 and are due on October 1,
2003,  bearing  interest  at 8%  per  annum,  payable  semi-annually.  They  are
unsecured general  obligations of the Company which are subordinated in right of
payment.  The  debenture  may be  converted  at the  option of the  holder  into
fully-paid  and  non-assessable  shares  of  Common  Stock of the  Company  at a
conversion  price of $0.50 per share  (equivalent  to a conversion  rate of 2000
shares per $1,000 principal amount of debenture).


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, 1999
10.4**   Letter  agreement  between the  registrant,  Rajan  Arora and Jeffrey
         Shier  dated June 30,  1999  regarding  forgiveness  of indebtedness.
10.5**   Stock Purchase  Agreement  between Scott A. Beil and registrant  dated
         August 10, 1999 regarding 20% minority  interest in One Plus Marketing,
         Inc.
10.6**   Letter  agreement  between  registrant and Scott A. Beil dated August
         11, 1999 regarding voting of stock in registrant.
10.7***  Assets purchase agreement by and between  Hitcom  Corporation and Scott
         A. Beil
10.8***  Assets  purchase agreement by and between One Plus  Marketing,  Inc.
         and Scott A. Beil
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, 1999
***      Filed as Exhibit to the Company's  AnnualReport on Form 10-KSB for the
         year ended December 31, 2000

B.       Form 8-K filings

          There were no 8-K filings in the quarter.



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/ Rajan Arora
                                               Rajan Arora
                                               President and CEO




                                             Date:       December 23, 2000



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