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                                                                  EXHIBIT (b) 1.

                                  INTRODUCTION

The following unaudited combined, condensed pro forma financial statements
adjust the historical statements of operations data for the year ended December
31, 1995 and the six months ended June 30, 1996 and adjusts the historical
balance sheet data as of June 30, 1996 to give effect to:

(1)       the acquisitions completed in 1995:

          (a)  on September 22, 1995, the Company completed its merger with
               World Communications, Inc. (a Missouri corporation) ("World") in
               an transaction accounted for as a purchase wherein the Company
               acquired current assets of $256,571, approximately 3,237
               installed telephones, assumed approximately $6,900,000 in debt
               and outstanding liabilities of World and issued 402,500
               unregistered shares of the Company's Common Stock and 530,534
               shares of the Company's 10% Non-Voting Redeemable Preferred
               Stock, which was subsequently converted to 884,214 unregistered
               shares of Common Stock on June 28, 1996;

          (b)  on October 16, 1995, the Completed the acquisition of Public
               Telephone Corporation (an Indiana corporation) ("Public
               Telephone") in an transaction accounted for as a purchase wherein
               the Company acquired current assets of $54,742, approximately
               1,200 installed telephones, assumed approximately $2,800,000 in
               debt and outstanding liabilities of Public Telephone and issued
               304,879 unregistered shares of the Company's Common Stock to the
               shareholders of Public Telephone;

(2)       the acquisitions completed in the first quarter of 1996:

          (a)  on March 15, 1996 the Company acquired all the outstanding common
               stock of International Pay Phones, Inc. (a South Carolina
               company) and International Pay Phones, Inc. (a Tennessee company)
               (collectively "IPP"), companies affiliated through common
               ownership and management. In connection with the acquisition of
               IPP, the Company acquired 2,101 installed telephones for a
               purchase price consisting of: (i) $3,496,487 in cash; (ii)
               555,589 unregistered shares of the Company's Common Stock, par
               value $.01, ("Common Stock"); (iii) 5,453.14 unregistered shares
               of 14% Convertible Cumulative Redeemable Preferred Stock ("14%
               Preferred"); and (iv) warrants to purchase 117,785 shares of the
               Company's Common Stock at a nominal exercise price per share
               ("Nominal Value Warrants"). Additionally, the Company assumed
               approximately $1,757,000 in liabilities, of which $1,551,796 was
               repaid by the Company on March 15, 1996. The cash purchase price
               included three five year non-compete agreements, with an
               aggregate value of $60,000, with three of IPP's former officers;
               and

          (b)  on March 15, 1996, the Company completed a Share Purchase
               Agreement with Paramount Communications Systems, Inc. (a Florida
               corporation) ("Paramount"). Under the terms of the Agreement, the
               Company acquired 2,528 installed telephones for a purchase price
               consisting of: (i) $9,618,553 in cash; (ii) 8,333.33 shares of
               14% Preferred; and (iii) Nominal Value Warrants to purchase
               179,996 shares of the Company's Common Stock. In addition, the
               Company assumed outstanding liabilities of approximately
               $733,000, of

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               which $697,947 was repaid on March 15, 1996. The purchase price
               included a five year consulting and non-compete agreement, valued
               at $50,000, with one of Paramount's former officers.

(2)  the Amtel acquisition completed on September 13, 1996 and the POA
     acquisition completed on September 16, 1996; and

(3)  the additional funds borrowed under the Lender's Credit Facility on
     September 13 and 16, 1996, to complete the acquisition of Amtel and POA,
     pay related expenses and other obligations of the Company.

The pro forma adjustments are included in the unaudited pro forma balance sheet
as if the transactions had occurred on June 30, 1996 and in the unaudited pro
forma statements of operations as if the transactions had occurred at the
beginning of each period presented. The unaudited pro forma combined condensed
financial data should be read in conjunction with the historical financial
statements and notes thereto included elsewhere in this Prospectus, and are not
necessarily indicative of the results of operations that might have occurred if
the transactions had taken place on the dates indicated or which might occur in
any future period.

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