U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


  [X]    QUARTERLY  REPORT UNDER SECTION 12 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999.

  [ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________.


                          Commission file number 21143


                        CONVERGENCE COMMUNICATIONS, INC.

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


                Nevada                                         87-0545056
    (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)

                                 (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. [x] Yes [ ] No


As of May 21, 1999,  11,738,277  shares of registrant's  Common Stock, par value
$.01 per share and 101,379 shares of the registrant's  Series B Preferred Stock,
par value $.01 per share, were outstanding.



PART I:    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB

         The accompanying  unaudited consolidated financial statements have been
prepared by Convergence  Communications,  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.   These  financial
statements should be read in conjunction with Note 1 herein and the consolidated
financial  statements and notes thereto  included in the Company's annual report
on Form 10-KSB for the year ended  December  31,  1998,  which are  incorporated
herein  by  reference.  The  accompanying  financial  statements  have  not been
examined by  independent  accountants  in  accordance  with  generally  accepted
auditing  standards,   but  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.  The results of operations  for the
three months ended March 31, 1999 may not be  indicative of the results that may
be expected for the year ending December 31, 1999.









                      [THIS SPACE INTENTIONALLY LEFT BLANK]




<PAGE>
<TABLE>
<CAPTION>
CONVERGENCE COMMUNICATIONS, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
------------------------------------------------------------------------------------------------------------------

                                                                                  March 31,           December 31,
                                                                                    1999                 1998
                                                                                ------------         -------------
<S>                                                                             <C>                 <C>
ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                                   $  4,233,153         $  4,315,281
    Accounts receivable - net                                                        551,196              432,868
    Note proceeds due from affiliate                                                       -            5,000,000
    Inventory                                                                        136,918              205,408
    Prepaid license fees                                                              33,227               57,359
    Other current assets                                                             320,714              115,801
                                                                                -------------        -------------
                    Total current assets                                           5,275,208           10,126,717
INVESTMENT IN CENTURION                                                              845,955              845,955
PROPERTY AND EQUIPMENT - net                                                      11,733,310            8,524,521
INTANGIBLE ASSETS - net                                                           21,294,995           22,650,040
OTHER ASSETS                                                                         368,084              325,811
                                                                                -------------        -------------
TOTAL ASSETS                                                                    $ 39,517,552         $ 42,473,044
                                                                                =============        =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Notes payable                                                               $    155,568         $  8,676,722
    Accounts payable and accrued liabilities                                       4,514,695            3,976,651
    Foreign bank lines of credit outstanding                                               -               27,281
    Accrued consulting fees (payable to related parties)                             401,166              340,629
    Due to affiliates                                                                802,589            1,074,855
                                                                                -------------        -------------
                    Total current liabilities                                      5,874,018           14,096,138
LONG-TERM LIABILITIES:
    Long-term debt (payable to related parties)                                    5,928,315            1,224,504
    Subordinated exchangeable promissory notes (payable to related parties)       10,000,000           10,000,000
    Notes payable                                                                  7,563,314            3,987,268
    Accrued foreign severance                                                        155,416              135,091
                                                                                -------------        -------------
                    Total long-term liabilities                                   23,647,045           15,346,863
MINORITY INTEREST IN SUBSIDIARIES                                                  2,190,257            2,345,517
                                                                                -------------        -------------
                    Total liabilities                                             31,711,320           31,788,518
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY  *:
    Series "B" Preferred stock; $0.001 par value; 750,000 shares authorized:
        101,374 shares issued and outstanding in 1999 and 1998.                          101                  101
    Common stock; $0.001 par value; 100,000,000 shares authorized:
        11,738,277 shares issued and outstanding in 1999 and 1998.                    11,738               11,738
    Additional paid-in capital                                                    26,550,990           26,179,739
    Accumulated deficit                                                          (18,727,535)         (15,486,537)
    Accumulated other comprehensive loss                                             (29,062)             (20,515)
                                                                                -------------        -------------
                    Total stockholders' equity                                     7,806,232           10,684,526
                                                                                -------------        -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 39,517,552         $ 42,473,044
                                                                                =============        =============

*  Retroactively restated for the 1 to 3.5 reverse stock split approved by the Company's shareholders on August 17, 1998.

See notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
CONVERGENCE COMMUNICATIONS, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999, 1998 AND 1997
----------------------------------------------------------------------------------------------------------------------

                                                                    Three Months       Three Months     Three Months
                                                                       Ended             Ended             Ended
                                                                      March 31,         March 31,        March 31,
                                                                        1999              1998              1997
                                                                    --------------    -------------    -------------
<S>                                                                 <C>               <C>              <C>
NET REVENUES                                                        $   2,042,488         $ 28,336     $          -
COST OF SERVICE                                                           980,352           91,800                -
                                                                    --------------    -------------    -------------
GROSS MARGIN                                                            1,062,136          (63,464)               -
OPERATING EXPENSES:
     Professional fees                                                    600,474          327,070           66,158
     Depreciation and amortization                                      1,205,871          428,897           19,550
     Leased license expense                                                24,194           41,697            7,942
     General and administrative                                         1,891,004          573,151           78,941
     Stock-based compensation expense                                     317,005                -                -
                                                                    --------------    -------------    -------------
                     Total                                              4,038,548        1,370,815          172,591
                                                                    --------------    -------------    -------------
OPERATING LOSS                                                         (2,976,412)      (1,434,279)        (172,591)
OTHER INCOME AND (EXPENSES):
     Interest income                                                       60,260           86,321                -
     Interest expense                                                    (645,332)         (32,272)         (25,672)
                                                                    --------------    ------------     -------------
                     Total                                               (585,072)          54,049          (25,672)
                                                                    --------------    -------------    -------------
NET LOSS BEFORE INCOME TAX AND MINORITY INTEREST                       (3,561,484)      (1,380,230)        (198,263)
INCOME TAX                                                                 34,774                -                -
                                                                    --------------    -------------    -------------
NET LOSS BEFORE MINORITY INTEREST                                      (3,596,258)      (1,380,230)        (198,263)
MINORITY INTEREST IN LOSS OF SUBSIDIARIES                                 355,260            4,096            2,271
                                                                    --------------    -------------    -------------
NET LOSS                                                            $  (3,240,998)    $ (1,376,134)    $   (195,992)
                                                                    ==============    =============    =============

Net loss per basic common share*                                    $       (0.27)    $      (0.13)    $      (0.04)
                                                                    ==============    =============    =============
Net loss per diluted common share*                                  $       (0.27)    $      (0.13)    $      (0.04)
                                                                    ==============    =============    =============

Weighted-average common shares*
     Basic                                                             11,839,656       10,813,180        4,989,757
                                                                    ==============    =============    =============
     Diluted                                                           12,745,544       11,545,695        5,240,091
                                                                    ==============    =============    =============


* Retroactively restated for the 1 to 3.5 reverse stock split approved by the Company's shareholders
     on August 17, 1998 and the adoption of Statements of Financial Accounting Standards (SFAS)
     No. 128, "Earnings Per Share," effective December 31, 1997.

See notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
CONVERGENCE COMMUNICATIONS, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
---------------------------------------------------------------------------------------------------------------------------------
                                                                       Series "A" Preferred Stock      Series "B" Preferred Stock
                                                                       --------------------------      --------------------------
                                                            Total         Shares*        Amount           Shares*        Amount
                                                        ------------    -----------    -----------      -----------    -----------
<S>                                                     <C>             <C>            <C>              <C>            <C>
BALANCE, DECEMBER 31, 1996                              $  (661,018)

Reverse acquisition of TIC:
    Exchange of TIC common shares for CCI
    Series "A" Preferred shares                              14,571        685,063     $      685

    Addition of CCI common stock                             86,990

Exchange of CVV common stock for CCI common
    shares and Series "B" Preferred shares                7,096,500                                        101,374     $      101

Issuance of CCI common stock and Series
    "A" Preferred shares for cash                        10,000,000        150,380            150

Issuance of warrants below fair value                       657,143

Issuance of CCI common stock and Series
    "A" Preferred shares for cash                           300,000          4,083              4

Issuance of options for common shares and
    Series "A" Preferred shares below fair value          1,479,074

Net loss for the year ended December 31, 1997            (4,594,294)
                                                        ------------    -----------    -----------      -----------    -----------

BALANCE, DECEMBER 31, 1997                               14,378,966        839,526            839          101,374            101

Comprehensive loss:
    Net loss for the year ended December 31, 1998       (10,230,796)
    Other comprehensive loss consisting of
      foreign currency translation adjustment               (20,515)
                                                        ------------    -----------    -----------      -----------    -----------

      Total comprehensive loss                          (10,251,311)             -              -            -                  -

Issuance of CCI common stock and Series
    "A" Preferred shares for cash                         4,956,626         91,180             91

Conversion of Series "A" Preferred shares into
    common shares                                                 -       (930,706)          (930)

Exchange of Telecom common stock for CCI
    common shares                                           600,000

Issuance of options for common shares
    below fair value                                      1,000,245
                                                        ------------    -----------    -----------      -----------    -----------

BALANCE, DECEMBER 31, 1998                               10,684,526              -              -          101,374            101

Comprehensive loss:
    Net loss for the three months ended March 31, 1999   (3,240,998)
    Other comprehensive loss consisting of
      foreign currency translation adjustment                (8,547)
                                                        ------------    -----------    -----------      -----------    -----------

      Total comprehensive loss                           (3,249,545)             -              -                -              -

Stock-based compensation expense activity                   317,005

Interest expense from issuance of warrants                   54,246
                                                        ------------    -----------    -----------      -----------    -----------

BALANCE, MARCH 31, 1999                                 $ 7,806,232              -     $       -           101,374     $      101
                                                        ============    ==========     ===========      ===========    ===========

*  Retroactively restated for the 1 to 3.5 reverse stock split approved by the Company's shareholders on August 17, 1998.

See notes to consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
CONVERGENCE COMMUNICATIONS, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
        -CONTINUED-
-----------------------------------------------------------------------------------------------------------------------------------
                                                                 Common Stock            Additional                     Accumulated
                                                           -------------------------      Paid-in       Accumulated    Other Compre-
                                                             Shares*        Amount         Capital         Deficit      hensive Loss
                                                           -----------   -----------    ------------    -------------  ------------
<S>                                                        <C>           <C>            <C>            <C>              <C>
BALANCE, DECEMBER 31, 1996                                    428,571    $      429                    $ (661,447)

Reverse acquisition of TIC:
    Exchange of TIC common shares for CCI
    Series "A" Preferred shares                              (428,571)         (429)    $    14,315

    Addition of CCI common stock                            1,041,494         1,041          85,949

Exchange of CVV common stock for CCI common
    shares and Series "B" Preferred shares                    450,563           451       7,095,948

Issuance of CCI common stock and Series
    "A" Preferred shares for cash                             228,658           229       9,999,621

Issuance of warrants below fair value                                                       657,143

Issuance of CCI common stock and Series
    "A" Preferred shares for cash                              24,284            24         299,972

Issuance of options for common shares and
    Series "A" Preferred shares below fair value                                          1,479,074

Net loss for the year ended December 31, 1997                                                             (4,594,294)
                                                           -----------   -----------    ------------    -------------   ------------
BALANCE, DECEMBER 31, 1997                                  1,744,999         1,745      19,632,022       (5,255,741)

Comprehensive loss:
    Net loss for the year ended December 31, 1998                                                        (10,230,796)
    Other comprehensive loss consisting of
      foreign currency translation adjustment                                                                           $   (20,515)
                                                           -----------   -----------    ------------    -------------   ------------
      Total comprehensive loss                                      -             -               -      (10,230,796)       (20,515)

Issuance of CCI common stock and Series
    "A" Preferred shares for cash                             600,504           600       4,955,935

Conversion of Series "A" Preferred shares into
    common shares                                           9,307,060         9,307          (8,377)

Exchange of Telecom common stock for CCI
    common shares                                              85,714            86         599,914

Issuance of options for common shares
    below fair value                                                                      1,000,245
                                                           -----------   -----------    ------------    -------------   ------------
BALANCE, DECEMBER 31, 1998                                 11,738,277        11,738      26,179,739      (15,486,537)       (20,515)

Comprehensive loss:
    Net loss for the three months ended March 31, 1999                                                    (3,240,998)
    Other comprehensive loss consisting of
      foreign currency translation adjustment                                                                                (8,547)
                                                           -----------   -----------    ------------    -------------   ------------
      Total comprehensive loss                                      -             -               -       (3,240,998)        (8,547)

Stock-based compensation expense activity                                                   317,005

Interest expense from issuance of warrants                                                   54,246
                                                           -----------   -----------    ------------    -------------   ------------
BALANCE, MARCH 31, 1999                                    11,738,277    $   11,738     $26,550,990     $(18,727,535)   $   (29,062)
                                                           ===========   ===========    ============    =============   ============

*  Retroactively restated for the 1 to 3.5 reverse stock split approved by the Company's shareholders on August 17, 1998.

See notes to consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
CONVERGENCE COMMUNICATIONS, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999, 1998 AND 1997
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Three Months        Three Months        Three Months
                                                                                Ended               Ended               Ended
                                                                               March 31,           March 31,           March 31,
                                                                                1999                1998                1997
                                                                            ---------------     --------------      ---------------
<S>                                                                         <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                               $   (3,240,998)     $  (1,376,134)      $     (195,992)
     Adjustments to reconcile net loss to net cash used in
        development activities:
            Depreciation and amortization                                        1,205,871            428,897               19,550
            Minority interest in loss of subsidiaries                             (155,260)            (4,096)              (2,271)
            Stock-based compensation expense                                       317,005                  -                    -
            Amortization of discount on notes payable                              235,758                  -                    -
            Imputed interest expense for warrants                                   54,246                  -                    -
            Change in assets and liabilities:
               Accounts receivable - net                                          (118,328)           (10,257)                   -
               Due from affiliates                                                       -              1,359                    -
               Inventory                                                            68,490             (3,704)                   -
               Prepaid license fees                                                 24,132            (29,271)              12,203
               Other current assets                                               (204,913)            (3,076)                   -
               Other assets                                                        (42,273)             3,072              574,103
               Accounts payable and accrued liabilities                            350,634            (13,433)            (122,105)
               Accrued consulting fees                                              60,537                  -                    -
               Due to affiliates                                                  (272,266)            41,604              100,000
               Accrued foreign severance                                            20,325                  -                    -
                                                                            ---------------     --------------      ---------------
                      Net cash provided by (used in) operating activities       (1,697,040)          (965,039)             385,488
                                                                            ---------------     --------------      ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in Centurion                                                             -                  -             (617,076)
     Reverse acquisition of WCCI                                                         -                  -               56,582
     Purchases of equipment                                                     (3,506,368)          (271,169)                   -
                                                                            ---------------     --------------      ---------------
                      Net cash used in investing activities                     (3,506,368)          (271,169)            (560,494)
                                                                            ---------------     --------------      ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                              -          3,161,661                    -
     Proceeds from issuance of Series A preferred stock                                  -          1,794,965                    -
     Increase in minority interest from issuance of subsidiary common stock        200,000                  -                    -
     Proceeds from related party note                                            5,000,000                  -                    -
     Proceeds from related party borrowings                                      4,703,811             22,451               20,566
     Payments on related parties borrowings                                              -                  -             (175,319)
     Proceeds from promissory notes                                                      -                  -              530,838
     Payments on promissory notes                                               (4,783,029)                 -                    -
                                                                            ---------------     --------------      ---------------
                      Net cash provided by financing activities                  5,120,782          4,979,077              376,085
                                                                            ---------------     --------------      ---------------

EFFECT OF EXCHANGE RATES ON CASH                                                       498                  -                    -
                                                                            ---------------     --------------      ---------------
NET INCREASE (DECREASE) IN CASH                                                    (82,128)         3,742,869              201,079
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                 4,315,281          6,171,515                8,902
                                                                            ---------------     --------------      ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                  $    4,233,153      $   9,914,384       $      209,981
                                                                            ===============     ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for interest                               $        4,388      $           -       $            -
                                                                            ===============     ==============      ===============
     Cash paid during the period for income tax                             $       27,196      $           -       $            -
                                                                            ===============     ==============      ===============

See notes to consolidated financial statements.
</TABLE>
<PAGE>

CONVERGENCE COMMUNICATIONS, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1999
(Unaudited)

 1.      Presentation

         The  consolidated  financial  statements  include  the  accounts of the
Company's  subsidiaries,  including  (i) a 44.03%  interest in Chispa Dos,  Inc.
("Chispa")  which is a holding  company  for  three  subsidiaries  that  provide
multi-channel  television and Internet services in El Salvador (the "El Salvador
Entities");  (ii) a 100% interest in  Interamerican  Telecom,  Inc.,  the parent
company  of  Interamerican  Net  de  Venezuela,  S.A.  ("Inter@net"),  which  is
providing  Internet  services in Venezuela;  (iii) a 78.14%  interest in Caracas
Viva Vision TV, S.A. ("CVV"), a local multi-point  distribution service ("LMDS")
wireless  communications system in Venezuela,  (iv) a 94.9% interest in Auckland
Independent  Television Services,  Ltd. ("AITS"),  which holds license and lease
rights  in  four  multi-channel,   multi-point   distribution  service  ("MMDS")
channels,  (iii) a 100% interest in Wireless Communications Holding - Guatemala,
S.A.  ("WCH -  Guatemala"),  a  corporation  which holds LMDS license  rights in
Guatemala,  (iv)  a 100%  interest  in  Sociedad  Television  Interactiva,  S.A.
("TISA"),  a corporation  that intends to operate a wireless  telecommunications
system in Costa Rica, (v) a 90% interest in Wireless Communications Panama, S.A.
("WC - Panama"),  which will act as the operating  company for an LMDS system in
Panama, (vi) an 80% interest in WCI de Argentina  ("WCIA"),  which holds a value
added license to provide  telecommunications  services in Argentina, and (vii) a
100% interest in Transworld Wireless  Television,  Inc. ("TWTV"),  a corporation
that holds four MMDS channels and a leased  transmitter in Park City,  Utah. All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.  All  capitalized  terms  not  defined  in this  report  have the
meanings  given them in the Company's  annual report on Form 10-KSB for the year
ended December 31, 1998.

 2.      Net loss per common share and common share equivalent

         Net loss per common share and common share  equivalents  is computed by
both the basic method,  which uses the weighted  average number of common shares
and the common stock  equivalents on a voting basis for the Series "B" preferred
stock  outstanding,  and the diluted method,  which includes the dilutive common
shares from stock options and warrants,  as calculated  using the treasury stock
method.

 3.      Use of Estimates in Preparing Financial Statements

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  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 the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual  results could differ from those  estimates.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

         A.    MATERIAL CHANGES IN RESULTS OF OPERATIONS

Three months  ended March 31, 1999  compared to the three months ended March 31,
1998:

         For the three months ended March 31, 1999,  the Company had revenues of
$2,042,488  as compared to $28,336 for the same period in 1998,  for an increase
of  $2,014,152.  The increase is primarily  related to the revenues  from the El
Salvador  Entities and  Inter@net  operations  which were  acquired in the third
quarter of 1998.

         The cost of service  increased  $888,552,  from  $91,800  for the three
months  ended  March 31, 1998 to $980,352  in 1999.  The  increase is  primarily
related to the additional  revenues  earned in 1999. The Company's  gross margin
was $1,062,136 for the three months ended March 31, 1999,  compared to ($63,464)
for the same period in 1998.

         Operating  expenses  for the three  months  ended  March 31,  1999 were
$4,038,548 compared to $1,370,815 for 1998, for an increase of $2,667,733.  This
increase  was  primarily  due to an increase in general and  administrative  and
professional  fees  related to the  Company's  acquisitions  and addition of new
employees,  the  additional  depreciation  and  amortization  from the Company's
acquired operations and the recognition of stock-based  compensation expense for
anticipated  options with exercise prices below fair market value. The Company's
operating  loss was  $2,976,412  for the three  months  ended  March  31,  1999,
compared to $1,434,279 for the three months ended March 31, 1998.

         Interest  income for the three months ended March 31, 1999 was $60,260,
compared to $86,321 in 1998.  Interest expense  increased  $613,060 from $32,272
for the three months ended March 31, 1998 to $645,332 for the three months ended
March 31, 1999. The increase was due primarily to the interest  expense from the
debt used to acquire the El Salvador Entities ("Chispa  Acquisition  Debt"), the
accrual of interest  expense on the subordinated  exchangeable  promissory notes
issued in December  1998 (the  "December  1998  Notes"),  and the  recording  of
imputed  interest  expense for warrants issued in conjunction  with the December
1998 Notes.

         Income tax expense was  $34,773  for the three  months  ended March 31,
1999 which was  related  to the El  Salvador  Entities.  There was no income tax
expense in 1998.  Minority interest in loss of subsidiaries was $355,260 for the
three months ended March 31, 1999, compared to $4,096 for the three months ended
March 31, 1998 for an increase of $351,164.  The increase was  primarily  due to
the recording of the minority interest for the El Salvador Entities.

         As a result  of the  foregoing,  the  Company's  net loss for the three
months ended March 31, 1999 was $3,240,998, compared to $1,376,134 for 1998, for
an increase of $1,864,864.

Three months  ended March 31, 1998  compared to the three months ended March 31,
1997:

         For the three months ended March 31, 1998,  the Company had revenues of
$28,336 from the multi-channel video services provided in Caracas,  Venezuela by
CVV, which manages the Venezuelan network. Prior to August 17, 1997, the Company
did not have  revenues.  The cost of service for CVV's  revenues was $91,800 for
the three months ended March 31, 1998.

         Operating  expenses  for the three  months  ended  March 31,  1998 were
$1,370,815  compared to $172,591 for 1997, for an increase of  $1,198,224.  This
increase  was  primarily  due to an increase in general and  administrative  and
professional fees related to the development of the Company's Venezuelan network
rights and search for potential  acquisition  candidates,  and the depreciation,
amortization  and lease  expense  from the  Company's  New  Zealand  assets  and
Venezuelan  assets.  The Company's  operating  loss was $1,434,279 for the three
months  ended March 31,  1998,  compared to $172,591  for the three months ended
March 31, 1997.

         Interest  income for the three months ended March 31, 1998 was $86,321.
The Company had no interest  income  during  1997.  Interest  expense  increased
$6,600,  from  $25,672 for the three  months ended March 31, 1997 to $32,272 for
the three  months ended March 31,  1998.  The  increase in interest  expense was
primarily  attributable  to an increase in the  principal  amount of debt due to
affiliates.

         Minority  interest  in loss of  subsidiaries  was  $4,096 for the three
months  ended March 31, 1998  compared to $2,271 for 1997.  This loss related to
the Company's New Zealand subsidiary, AITS.

         As a result  of the  foregoing,  the  Company's  net loss for the three
months ended March 31, 1998 was  $1,376,134,  compared to $195,992 for 1997, for
an increase of $1,180,142.

         B.    LIQUIDITY AND CAPITAL RESOURCES

         Since  inception,  the Company has funded its cash  requirements at the
parent  company  level through debt and equity  transactions.  The proceeds from
these transactions were primarily used to fund the Company's investments in, and
acquisition of, start-up network operations, to provide working capital, and for
general  corporate  purposes,  including  the  expenses  incurred in seeking and
evaluating  new  business   opportunities.   The  Company's  foreign  subsidiary
interests  have been  financed by the Company  through a  combination  of equity
investments and shareholder loans from the Company.

         As of March 31,  1999,  the Company had current  assets of  $5,275,208,
compared to  $10,126,717  as of December 31, 1998, for a decrease of $4,851,509.
The decrease in current  assets was primarily due to a decrease in inventory and
note  proceeds due from  affiliate.  The note  proceeds due from  affiliate  was
received  in the form of cash in the first  week of  January  1999 and then cash
totaling $5,082,128 was used to make capital expenditures,  pay accounts payable
and pay corporate  expenses  associated  with the  development  of the Company's
telecommunications operations during the three months ended March 31, 1999.

         The Company had current liabilities of $5,874,018 as of March 31, 1999,
compared to  $14,096,138  as of December 31, 1998, for a decrease of $8,222,120.
The decrease in current  liabilities  was due to the  refinancing  of all of the
short-term Chispa  Acquisition Debt (see Item 5), the payment of the outstanding
foreign bank lines of credit and the payment of amounts due to  affiliates.  The
decrease was partially  offset by an increase in accounts  payable for equipment
purchases and operating expenses, an increase in accrued liabilities for accrued
interest on the December  1998 Notes,  and an increase in related  party accrued
consulting.  Long term debt increased  $8,300,182,  from $15,346,863 at December
31, 1998 to $23,647,045 at March 31, 1999. The increase was due primarily to the
refinancing of the Chispa  Acquisition Debt through FondElec  Essential Services
Growth Fund, L.P., a shareholder in the Company and Chispa ("FondElec").

         The Company's principal sources of funds are its available resources of
cash and cash  equivalents.  At March 31,  1999,  the  Company had cash and cash
equivalents of $4.2 million. The cash flow generated by the Company's operations
and  projected  network  launches  will not be sufficient to cover the Company's
projected operating expenses,  general and administrative  expenses and start-up
costs.

         The ability of the Company to provide the services  contemplated by its
business  plan  will  be  dependent  upon  the  Company  obtaining   substantial
additional  sources of funds to finance  its  business  plan.  While the Company
believes that it may be able to obtain financing  through  additional  equity or
debt financing or otherwise,  no assurances can be given that any such financing
will be available, or that the Company will be able to obtain any such financing
on favorable terms.

         The Company  currently  estimates that it will require  between $20 and
$25  million to build out and  launch  its  operations  in  accordance  with its
business  plans during the rest of 1999. The Company has the ability to moderate
its capital  spending  and losses by varying the number and extent of its market
build out activities and the services it offers in its various  markets.  If the
Company elects to slow the speed (or narrow the focus) of its business plan, the
Company will be able to reduce its capital  requirements and losses.  The actual
costs of building out and  launching  the  Company's  markets  would depend on a
number of  factors,  however,  including  the  Company's  ability  to  negotiate
favorable prices for purchases of network equipment, the number of customers and
the  services for which they  subscribe,  the nature and success of the services
that the Company may offer,  regulatory changes, the stage of development of the
Company's  markets,  and changes in  technology.  In addition,  actual costs and
revenues  could vary from the amounts the Company  expects or budgets,  possibly
materially,  and such  variations  are  likely  to  affect  how much  additional
financing the Company will need for its operations. Accordingly, there can be no
assurance  that  the  Company's  actual  financial  needs  will not  exceed  the
anticipated amounts available to it (including from new, third parties).

         To the extent the Company  acquires  the amounts  necessary to fund its
business  plan  through the  issuance  of equity  securities,  the  then-current
shareholders  of the Company may  experience  dilution in the value per share of
their equity securities. The acquisition of funding through the issuance of debt
could result in a substantial portion of the Company's cash flow from operations
being  dedicated to the payment of principal and interest on that  indebtedness,
and could  render the  Company  more  vulnerable  to  competitive  and  economic
downturns.  Financing  could also be obtained by the Company's  subsidiaries  or
affiliates from third parties,  although there can be no assurance the Company's
subsidiaries or affiliates will be able to obtain the financing required to make
planned capital  expenditures,  provide working capital or meet other cash needs
on terms which are economically acceptable to the Company.

         The Company has taken  several  actions  which it believes will improve
its short-term and ongoing liquidity and cash flow:

         *    The Company has entered  into an  agreement  with a New York based
              investment bank for the purpose of securing third party equity and
              debt for its activities, and management believes that this funding
              can be obtained under  satisfactory  terms.  While there can be no
              assurance that the Company will secure such financing,  management
              believes that this is achievable prior to June 30, 1999.

         *    Management is  undertaking  actions  intended to conserve cash and
              control  costs as it  pursues  additional  financing  and  capital
              resources.

The Year 2000 Issue

         The  Company  has  completed  a  review  of its  computer  systems  and
operations  to determine  the extent to which its systems will be  vulnerable to
potential  errors and failures as a result of the "year 2000" problem.  The year
2000  problem  results  from the use of  computer  programs  which were  written
employing only two digits (rather than four digits) to define  applicable years.
On  January  1,  2000,  any  clock  or  date  recording   mechanism,   including
date-sensitive  software which uses only two digits to represent the year, could
recognize a date using "00" as the year  "1900",  rather the year  "2000".  This
could  result in system  failures or  miscalculations,  causing  disruptions  of
operations,  including,  among other  things,  a temporary  inability to process
transactions,  send invoices,  provide services or engage in similar activities.
These failures,  miscalculations,  and disruptions could have a material adverse
effect on the Company's business, operations and financial condition.

         The Company has  concluded,  based on its review of its  operations and
computer systems, that its significant computer programs and operations will not
be materially  affected by the year 2000 problem and that the programs that will
be  affected  can be  properly  modified  or  replaced  by the end of 1999 at an
estimated cost of approximately  $100,000.  Under a reasonably likely worst-case
scenario,  the Company's  computer  systems and  operations  could be materially
affected  by the year  2000  problem.  In  addition  to its own  operations  and
computer  systems,  the Company  relies on  operations  and computer  systems of
third-party customers,  financial  institutions,  vendors and other parties with
and through which it conducts business (such as national telephone systems under
the  Company's  interconnect  agreements,   and  the  owners  of  communications
backbones utilized by the Company).

         The Company intends to prioritize its year 2000 efforts to protect,  to
the extent possible,  its business and operations.  The Company's first priority
will be to protect its  mission-critical  operations--such  as those systems and
applications that are vital to the provision by the Company of voice,  video and
data switching,  processing and transport services to customers--from  incurring
material service  interruptions  that could occur as the result of the year 2000
transition.  To this end,  the Company  has  attempted  to identify  any element
within its  business  operations  (including  elements  relating  to third party
relationships)  that could be  impacted  by the year 2000 date  change,  and has
attempted to determine  the risks to its  continuing  business  operations  as a
result of an adverse effect resulting from that date change.


         The Company  generally  requires  that its key  vendors  and  suppliers
warrant in writing that they are year 2000 ready.  The Company has  purchased or
acquired most of its  mission-critical  systems from such  third-party  vendors.
Unfortunately,  like other  telecommunications  providers  (and, in  particular,
telecommunications  providers  operating  outside  of the  United  States),  the
Company's  products and services are dependent  upon third parties which may not
be fully year 2000 compliant.  The Company has attempted to identify the vendors
and third-parties  with which it has contractual  relationships  that may not be
year 2000 compliant by the end of 1999, and has adopted  contingency plans which
it  believes  will  mitigate  any  adverse  impact  to its  business  operations
resulting  from  those  vendors'  or  third-parties'  inability  to  perform  in
accordance with their contractual  obligations.  These contingency plans include
the  preparation  and use of backup  copies  of  financial  records,  installing
portable electrical generators,  determining the availability and reliability of
alternate  networks,  and scheduling  additional  phone center,  NOC, and repair
personnel.


PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In May 1999,  CCI was served with a complaint  regarding its investment
in Comunicaciones Centurion, S.A. and CVV. The complaint alleges seven causes of
action,  including violations of federal securities laws,  violations of the New
Jersey  Uniform  Fraudulent  Transfer  Act and New Jersey  minority  shareholder
protection provisions,  conversion,  unjust enrichment and a claim of respondent
superior  liability.  The complaint seeks damages of approximately $3.2 million.
The Company  believes the  complaint is without  merit and intends to defend the
lawsuit vigorously.

         In May 1999,  CCI was served with a complaint  regarding  the merger of
CCI's wholly-owned subsidiary New WCCI, Inc. with Telecom Investment Corporation
and certain actions taken by CCI's officers and directors. The complaint alleges
seven causes of action,  including  violations of the Nevada General Corporation
Law, breaches of fiduciary duty,  conversion,  and negligent  misrepresentation.
The  complaint  does not seek  damages  in any  specified  amount.  The  Company
believes  the  complaint  is without  merit and  intends  to defend the  lawsuit
vigorously.

         See also the section  entitled  "Legal  Proceedings"  in the  Company's
report on Form 10-KSB for the year ended December 31, 1998.

ITEM 2.  CHANGES IN SECURITIES

                                      None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                                      None.

ITEM 4.  MATTERS SUBMITTED TO A VOTE OF THE COMPANY'S SHAREHOLDERS

                                      None.

ITEM 5.  OTHER INFORMATION

         Guatemala  Transaction - In February 1999, the Company  entered into an
agreement to acquire 60% of a  Guatemalan  holding  company that owns  companies
which  provide  Internet and  multi-channel  television  services to over 12,400
subscribers in Guatemala and initiated  telephony services in February 1999. The
agreement is subject to the sellers meeting certain  conditions prior to closing
the transaction.

         The purchase  price for the  Company's  60% interest of the  Guatemalan
holding  company will be $7.5  million,  consisting  of $2.0 million in cash and
promissory  notes due  through the second  anniversary  of the  closing,  common
shares of the  Company  having a value  (based on a per  common  share  price of
$8.70) of $2.5  million,  and $3.0  million in  "capital  notes" due through the
fifth  anniversary  of the  closing.  Payments by the Company  under the capital
notes  will be used by the  sellers to fund  their  continuing  40% share of any
additional equity capital required by the Guatemalan holding company to meet its
working  capital,  expansion and operating  requirements.  The purchase price is
subject to adjustment under certain conditions.

         El Salvador  Acquisition Note Refinancing - In February 1999, the first
note payable payment of approximately $5.2 million was due to the previous owner
of the El Salvador  Entities.  The note  payable  was  reduced by  approximately
$432,000 for certain  purchase price  adjustments  allowed under the acquisition
contract.  FondElec  loaned the Company the funds to satisfy  the  payment.  The
FondElec loan was in the form of a 90-day  promissory  note bearing  interest at
12.0%.

         In May 1999, Chispa obtained a long-term loan from a third party lender
of  approximately  $4.3  million  which was used to pay the second note  payable
payment  of  approximately  $3.5  million.  The loan is due in May  2004,  bears
interest at LIBOR plus 4.75%  quarterly and has mandatory  annual  payments.  In
conjunction with the loan, the FondElec loan was refinanced under the same terms
of the third party loan,  except that the FondElec loan was  subordinated to the
third party lender's position and the due date for the FondElec loan was changed
to  January  1, 2000  with an annual  renewal  until the third  party  lender is
repaid.

         GBM Agreement - In March 1999, the Company reached an arrangement  with
GBM Corporation,  an IBM alliance company which is the exclusive provider of IBM
computer  hardware  and  software  in  El  Salvador  ("GBM"),  to  provide  data
transmission  services to GBM's 120 business customers,  which cumulatively have
over 20,000 separate connections.  Under the terms of the arrangement,  GBM will
act as a reseller  of the  Company's  services  and will be  entitled to a fixed
percentage of the revenues  generated by each of its  customers.  Also, GBM will
have  exclusivity  to market the  Company's  services to a pre-agreed  number of
potential business clients for a period of six months.

         MetroNet  Agreement  - In  April  1999,  the  Company  entered  into an
agreement  for the  acquisition  and joint  development  of fiber optic  network
capacity in Mexico City,  Mexico.  When it is closed,  the Company will have the
irrevocable  use of 10%  (with an option to use up to a total of 33%) of a 7,000
fiber-kilometer  backbone and last-mile  ring in Mexico City.  In addition,  the
parties to the agreement  agreed to jointly  develop  additional new fiber optic
networks in seven other major Mexican cities and in such other  locations in the
Republic  of Mexico as the parties may agree.  The  agreement  is subject to due
diligence.  The Company intends to finance the acquisition through a third-party
loan.

         Costa Rica Update - In the  Company's  annual report on Form 10-KSB for
the year ended  Decemeber  31,  1998,  the  Company  stated its belief  that the
telecommunications  market  deregulation  in Costa Rica would occur  between the
second and third  quarter of 1999.  Based on  developments  in the  market,  the
Company  now  estimates  that market  deregulation  in Costa Rica will not occur
before  the  fourth  quarter of 1999 at the  earliest.  The  effects of any such
deregulation  are  unknown.  The  Company's  ability  to market  its  LMDS-based
telecommunications   services  in  Costa  Rica  is  contingent  on  such  market
deregulation.


ITEM 6.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

         A.    EXHIBITS.

                                      None

         B.    REPORTS ON FORM 8-K

                                      None



















                                   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.



                                       WIRELESS CABLE & COMMUNICATIONS, INC.



Date: May 21, 1999                     BY  /s/ JERRY SLOVINSKI
                                          --------------------------------------
                                          Jerry Slovinski
                                          Chief Financial Officer