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, 1998.

[ ]  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


                      WIRELESS CABLE & 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. Yes X No__


As of May 7, 1998, 8,209,900 shares of registrant's Common Stock, par value $.01
per share,  3,257,490 shares of the  registrant's  Series A Preferred Stock, par
value $.01 per share, and 354,825 shares of the registrant's  Series B Preferred
Stock, par value $.01 per share, were outstanding.

<PAGE>
PART I : FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB

         The accompanying  unaudited consolidated financial statements have been
prepared by Wireless Cable &  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,  1997,  as  amended,  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, 1998 may not be  indicative of the results that may
be expected for the year ending December 31, 1998.









                      [THIS SPACE INTENTIONALLY LEFT BLANK]




                                       2

<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
-------------------------------------------------------------------------------------------------------------

                                                                                  March 31,      December 31,
                                                                                    1998             1997
                                                                                ------------     -------------
ASSETS
CURRENT ASSETS:
<S>                                                                             <C>             <C>         
    Cash and cash equivalents ...............................................   $  9,914,384    $  6,171,515
    Accounts receivable - net ...............................................         20,011           9,754
    Due from affiliaties ....................................................         35,591          36,950
    Inventory ...............................................................         35,778          32,074
    Prepaid license fees ....................................................        216,253         186,982
    Other current assets ....................................................         21,083          18,007
                                                                                ------------    ------------
                    Total current assets ....................................     10,243,100       6,455,282
INVESTMENT IN CENTURION .....................................................        845,955         845,955
EQUIPMENT - net .............................................................        627,990         421,944
LICENSE RIGHTS - net ........................................................        778,167         807,167
CONTRACT RIGHTS - net .......................................................      8,581,814       8,916,587
OTHER ASSETS ................................................................         39,099          42,171
                                                                                ============    ============
TOTAL ASSETS ................................................................   $ 21,116,125    $ 17,489,106
                                                                                ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable and accrued liabilities ................................   $    627,927   $     640,164
    Note payable ............................................................        350,000         350,000
    Accrued license lease fees ..............................................        121,621         121,621
    Accrued consulting fees (payable to related party) ......................        100,000         100,000
    Due to affiliates .......................................................        751,163         709,558
    Customer deposits .......................................................         38,874          40,070
                                                                                ------------    ------------
                    Total current liabilities ...............................      1,989,585       1,961,413
LONG-TERM LIABILITIES:
    Long-term debt (owed to related party) ..................................      1,153,111       1,130,660
MINORITY INTEREST IN SUBSIDIARIES ...........................................         13,971          18,067
                                                                                ------------    ------------
                    Total liabilities .......................................      3,156,667       3,110,140
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
    Series "A" Preferred stock; $0.01 par value; 4,250,000 shares authorized:
        3,257,490 and 2,938,355 shares issued and outstanding in 1998
        and 1997, respectively (10-1 liquidation preference over common) ....         32,575          29,384
    Series "B" Preferred stock; $0.01 par value; 750,000 shares authorized:
        354,825 shares issued and outstanding in 1998 and 1997  .............          3,548           3,548
    Common stock; $0.01 par value; 15,000,000 shares authorized:
        8,209,900 and 6,108,132 shares issued and outstanding in
        1998 and 1997, respectively .........................................         82,099          61,081
    Additional paid-in capital ..............................................     24,473,111      19,540,694
    Deficit accumulated during the development stage ........................     (6,631,875)     (5,255,741)
                                                                                ------------    ------------
                    Total stockholders' equity ..............................     17,959,458      14,378,966
                                                                                ------------    ------------
                                                                             
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................................   $ 21,116,125    $ 17,489,106
                                                                                ============    ============
</TABLE>

See notes to consolidated financial statements.
                                       3
<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO MARCH 31, 1998
-------------------------------------------------------------------------------------------

                                                 Three            Three      September 27,     
                                                 Months           Months     1994 (Date of     
                                                 Ended            Ended      Inception) To     
                                                March 31,        March 31,     March 31,         
                                                  1998             1997          1998          
                                            --------------  -------------- ----------------  

<S>                                         <C>             <C>             <C>                     
REVENUES ................................   $     28,336    $               $     68,522    
COST OF SERVICE .........................         91,800            --           256,848    
                                            ------------    ------------    ------------    
GROSS MARGIN ............................        (63,464)           --          (188,326)   
OPERATING EXPENSES:
     Professional fees ..................        327,070          66,158       1,424,265    
     Depreciation and amortization ......        428,897          19,550       1,048,079    
     Leased license expense .............         41,697           7,942         157,858    
     General and administrative .........        573,151          78,941       2,195,786    
     Stock option compensation expense ..           --              --           962,738    
                                            ------------    ------------    ------------    
                     Total ..............      1,370,815         172,591       5,788,726    
                                            ------------    ------------    ------------    
OPERATING LOSS ..........................     (1,434,279)       (172,591)     (5,977,052)   
OTHER INCOME AND EXPENSES:
     Interest income ....................         86,321            --           202,688    
     Interest expense ...................        (32,272)        (25,672)       (874,618)   
                                            ------------    ------------    ------------    
                     Total ..............         54,049         (25,672)       (671,930)   
                                            ------------    ------------    ------------    
NET LOSS BEFORE MINORITY INTEREST .......     (1,380,230)       (198,263)     (6,648,982)   
MINORITY INTEREST IN LOSS OF SUBSIDIARIES          4,096           2,271          17,107    
                                            ------------    ------------    ------------    
NET LOSS ................................   $ (1,376,134)   $   (195,992)   $ (6,631,875)   
                                            ============    ============    ============    

Net loss per basic common share* ........   $      (0.04)   $      (0.01)
                                             ============    ============
Net loss per diluted common share* ......   $      (0.03)   $      (0.01)
                                             ============    ============

Weighted-average common shares*
     Basic ..............................     37,846,129      17,464,149
                                            ============    ============
     Diluted ............................     40,409,931      18,340,320
                                            ============    ============

</TABLE>
* Retroactively  restated for the adoption of Statements of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share," effective December 31, 1997.

See notes to consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1998,
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO MARCH 31, 1998
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                       Deficit
                                                                                                                     Accumulated
                                  Series "A" Preferred  Series "B" Preferred Stock  Common Stock       Additional     During the
                                   ---------  --------   ---------- ---------  ----------  --------     Paid-in       Development
                                     Shares    Amount      Shares     Amount     Shares     Amount      Capital          Stage
                                   ---------  --------   ---------- ---------  ----------  --------   -----------      -----------

<S>                                 <C>          <C>       <C>          <C>      <C>          <C>          <C>          <C>
Issuance of TIC
 stock to TIC shareholders 
    on September 27, 1994 ........                                                1,500,000    $ 15,000

Net loss for the period
 from September 27, 1994
 (date of inception)
 to December 31, 1994 ............                                                                                      $   (59,108)
                                    -----------   -------  -----------   ------  -----------   ----------  ------------  ----------

BALANCE, DECEMBER 31, 1994 .......                                                1,500,000      15,000                     (59,108)

Net loss for the
 year ended December 31, 1995 ....                                                                                         (179,771)
                                    -----------   -------  -----------   ------  -----------   ----------  ------------  ----------

BALANCE, DECEMBER 31, 1995 .......                                                1,500,000      15,000                    (238,879)

Net loss for the
 year ended December 31, 1996 ....                                                                                        (422,568)
                                    -----------   -------  -----------   ------  -----------   ----------  ------------  ----------

BALANCE, DECEMBER 31, 1996 .......                                                1,500,000      15,000                   (661,447)

Reverse acquisition of TIC:
  Exchange of TIC common
  shares for WCCI Series
  "A" Preferred shares ...........    2,397,732  $ 23,977                        (1,500,000)    (15,000)   $ (8,977)

   Addition of WCCI common stock .                                                3,645,833      36,458      50,532

Exchange of CVV common
  stock for WCCI common shares
  and Series "B" Preferred shares                             354,825     3,548   1,577,000      15,770    7,077,182

Issuance of WCCI common
  stock and Series "A" Preferred
   shares for cash ...............      526,331     5,264                           800,305        8,003   9,986,733

Issuance of warrants
  below fair value ...............                                                                           657,143

Issuance of WCCI common stock
 and Series "A" Preferred
   shares for cash ...............      14,292      143                              84,994          850     299,007

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 .......   2,938,355    29,384      354,825    3,548    6,108,132       61,081    19,540,694  (5,255,741)

Issuance of WCCI common
 stock and Series "A" Preferred
  shares for cash ................      319,135    3,191                           2,101,768       21,018    4,932,417

Net loss for the three
 months ended March 31, 1998 .....                                                                                      (1,376,134)
                                    -----------   -------  -----------   ------  -----------   ----------  ------------  ----------
BALANCE, MARCH 31, 1998 ..........    3,257,490   $32,575      354,825   $3,548   8,209,900    $ 82,099    $ 24,473,111 $(6,631,875)
                                    ===========   =======  ===========   ======  ===========   ==========  ============  ==========
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO MARCH 31, 1998
----------------------------------------------------------------------------------------------------

                                                         Three           Three        September 27,   
                                                         Months          Months      1994 (Date of    
                                                         Ended           Ended       Inception) To    
                                                        March 31,       March 31,      March 31,      
                                                           1998           1997           1998         
                                                       -------------   -------------   -------------- 

CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
<S>                                                     <C>           <C>         <C>            
    Net loss .........................................  $(1,376,134)  $(195,992)  $ (6,631,875)  
    Adjustments to reconcile net loss
     to net cash used in development activities:
           Depreciation and amortization .............      428,897      19,550      1,048,079   
           Minority interest in loss of subsidiaries .       (4,096)     (2,271)       (17,107)  
           Issuance of stock options below fair value          --          --        1,479,074   
           Issuance of warrants below fair value .....         --          --          657,143   
           Change in assets and liabilities:
              Accounts receivable ....................      (10,257)       --           (9,298)  
              Prepaid license fees ...................      (29,271)     12,203        (41,040)  
              Inventory ..............................       (3,704)       --           29,521   
              Other current assets ...................       (3,076)       --           37,368   
              Due from affiliates ....................        1,359        --          229,005   
              Other assets ...........................        3,072     574,103         (5,772)  
              Accounts payable and accrued liabilities      (12,237)   (248,030)       (16,282)  
              Due to affiliates ......................       41,604     100,000       (156,538)  
              Accrued license lease fees .............         --       125,925         12,223   
              Customer deposits ......................       (1,196)       --             (879)  
                                                         -----------   ---------   ------------  
           Net cash (used in) provided by
            development activities ...................     (965,039)    385,488     (3,386,378)  
                                                        -----------   ---------   ------------   

CASH FLOWS FROM INVESTING ACTIVITIES:
    Investment in Centurion ..........................         --      (617,076)      (805,955)  
    Reverse acquisition of WCCI ......................         --        56,582         56,582   
    Acquisition of CVV (net of cash acquired) ........         --          --         (387,318)  
    Purchase of minority interest in CVV .............         --          --         (800,000)  
    Purchases of equipment ...........................     (271,169)       --         (399,948)  
                                                        -----------   ---------   ------------   
            Net cash used in investing activities ....     (271,169)   (560,494)    (2,336,639)  
                                                        -----------   ---------   ------------   

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock ...........    3,161,661        --        5,144,606   
    Proceeds from issuance of Series A preferred stock    1,794,965        --       10,127,020   
    Proceeds from related party borrowings ...........       22,451      20,566      1,328,068   
    Payments on related parties borrowings ...........         --      (175,319)      (962,293)  
    Proceeds from promissory notes ...................         --       530,838      2,300,000   
    Payments on promissory notes .....................         --          --       (2,300,000)  
                                                        -----------   ---------   ------------   
          Net cash provided by financing activities ..    4,979,077     376,085     15,637,401   
                                                                                                 
                                                        -----------   ---------   ------------   
NET INCREASE IN CASH .................................    3,742,869     201,079      9,914,384   

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .....    6,171,515       8,902           --     
                                                        -----------   ---------   ------------   
CASH AND CASH EQUIVALENTS AT END OF PERIOD ...........  $ 9,914,384   $ 209,981   $  9,914,384   
                                                        ===========   =========   ============   

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the year for interest ...........  $             $   --      $    30,996    
                                                        ===========   =========   ============   

</TABLE>
See notes to consolidated financial statements.

                                       6
<PAGE>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1998
(Unaudited)

 1.       Presentation

     The consolidated financial statements include the accounts of the Company's
subsidiaries,  including  (i) a 78.14%  interest in Caracas Viva Vision TV, S.A.
("CVV"), a local multi-point distribution service wireless communications system
in Venezuela, (ii) a 94.9% interest in Auckland Independent Television Services,
Ltd.  ("AITS"),  which holds  license and lease rights for a  multi-point  video
distribution service ("MVDS") and four multi-channel,  multi-point  distribution
service ("MMDS") channels in three new Zealand cities,  (iii) a 100% interest in
Wireless  Communications  Holding  -  Guatemala,  S.A.  ("WCH -  Guatemala"),  a
corporation  which  has been  formed  to  acquire  and  operate  LMDS  rights in
Guatemala,  (iv)  a 100%  interest  in  Sociedad  Television  Interactiva,  S.A.
("TISA"),  a corporation that has the right to manage and operate an LMDS 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 in Park City, Utah. The Company also has a 45% interest
in  LatinCom,  Inc.  which  has not  engaged  in any  business  activities.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

 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
"A" and Series "B" preferred stock  outstanding,  and the diluted method,  which
includes the dilutive  common shares and Series "A" preferred  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.

                                       7
<PAGE>
 
 4.       New Accounting Standard

         In June 1997, the Financial  Accounting Standards Board ("FASB") issued
SFAS  No.  130,  "Reporting  Comprehensive  Income."  SFAS No.  130  establishes
standards for reporting and display of  comprehensive  income and its components
(revenues,  expenses,  gains  and  losses)  in a  full  set  of  general-purpose
financial  statements.  This statement  requires that an enterprise (a) classify
items of other comprehensive income by their nature in a financial statement and
(b) display the accumulated  balance of other  comprehensive  income  separately
from retained earnings and additional paid-in-capital in the equity section of a
statement of financial position.

         Effective  January 1, 1998, the Company  adopted the provisions of SFAS
No. 130.  Accordingly,  the Company determined that no Company transactions were
considered to be an additional  component of  comprehensive  income.  Therefore,
comprehensive  loss  equaled net loss for the three  months ended March 31, 1998
and 1997.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

         A.     MATERIAL CHANGES IN FINANCIAL CONDITION

         At March 31,  1998,  the  Company had  current  assets of  $10,243,100,
compared to $6,455,282 at December 31, 1997, for an increase of $3,787,818. Cash
increased by $3,742,869  from  $6,171,515  to $9,914,384  during the three month
period,  as a result  of the  Company  completing  the sale of an  aggregate  of
1,402,073  shares of the  Company's  authorized  but  unissued  Common Stock and
235,757  shares of the Company's  authorized  but unissued  Series "A" Preferred
stock for a total  purchase price of $4,948,795 to FondElec  Essential  Services
Fund, L.P. (the "FondElec Transaction"), which is more particularly described in
the Company's report on Form 10-KSB for the fiscal year ended December 31, 1997,
as amended,  which  description  is hereby  incorporated  by reference.  Current
liabilities as of March 31, 1998 were  $1,989,585,  compared to $1,961,413 as of
December  31,  1997,  for an increase of $28,172.  The increase was due to by an
increase  in amounts due to  affiliates  and was offset by a payment of accounts
payable.

         At  March  31,  1998,  total  assets  were  $21,116,125,   compared  to
$17,489,106 as of December 31, 1997, for an increase of $3,627,019. The increase
in total assets was due to the FondElec  Transaction and purchases of equipment.
Total liabilities  increased $46,527, from $3,110,140 as of December 31, 1997 to
$3,156,667 as of March 31, 1998.  The increase in total  liabilities is a result
of an increase in related party  long-term  debt related to  additional  accrued
interest  and an increase in current  liabilities.  Total  stockholders'  equity
increased  during the period by  $3,580,492,  from  $14,378,966  at December 31,
1997, to $17,959,458 at March 31, 1998.

                                       8
<PAGE>

          B.     MATERIAL CHANGES IN RESULTS OF OPERATIONS

         For the three months  ended year 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. The Company did not have
revenues  for the three  months  ended March 31,  1997.  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 the same period in 1997, for an increase of
$1,198,224. This increase was due to costs incurred in obtaining equity capital,
start-up    expenses    associated   with   the   Company's   current   wireless
telecommunications projects and the depreciation, amortization and lease expense
from the Company's New Zealand assets and the 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 same period in 1997.

         Interest  income for the three months ended March 31, 1998 was $86,321.
The  Company  had no interest  income  during the same period in 1997.  Interest
expense  increased $6,600 from $25,672 for the three months ended March 31, 1997
to $32,272  for the same  period in 1998.  The  increase  was due  primarily  to
additional  interest  expense  incurred by the Company  under the related  party
debt.

         Minority  interest  in loss of  subsidiaries  was  $4,096 for the three
months ended March 31, 1998 compared to $2,271 for the same period in 1997,  for
an  increase  of $1,825.  The  increase  relates to the  Company's  New  Zealand
subsidiary  and is primarily  due to the minority  shareholders'  portion of the
increase in license lease fees.

         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 the three
months ended March 31, 1997, for an increase of $1,180,142.

          C.     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.

         The Company's principal sources of funds are its available resources of
cash and cash  equivalents.  At March 31,  1998,  the  Company had cash and cash
equivalents of $9.9 million. The cash flow generated by the Company's operations
and projected data services network launches will not be sufficient to cover the
Company's projected operating expenses,  general and administrative expenses and
start-up costs.  Accordingly,  the Company's cash and cash equivalents are being
depleted under current operating conditions.  Nevertheless, the Company believes
that its cash and cash equivalents, together with the anticipated cash flow from
the  operations  it brings on line,  will be  sufficient  to cover the Company's
operating expenses through 1999.

                                       9
<PAGE>

         If the  Company  elects to provide  voice or video  services  using its
networks,  the Company's  current sources of funds are  insufficient to fund the
buildout and launch of those service capabilities. The ability of the Company to
provide these services will be dependent upon the Company obtaining  substantial
additional  sources  of funds to  finance  these  projects.  While  the  Company
believes  that it may be able to  obtain  financing  for  new  voice  and  video
launches through additional equity or debt financing or otherwise, no assurances
can be given that any such  financing  will be  available,  or that the  Company
would be able to obtain any such financing on favorable terms.

PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         See the section entitled "Legal Proceedings" in the Company's report on
Form 10-KSB for the year ended December 31, 1997, as amended.

ITEM 2.  CHANGES IN SECURITIES

         On February 25, 1998, the Company issued  1,402,073 of its common stock
and 235,757 shares of its Series "A" preferred  stock in exchange for $4,948,795
of cash in connection with the FondElec  Transaction.  In addition,  the Company
issued 699,695 of its common stock and 83,378 of its Series "A" preferred  stock
in  exchange  for  $7,831  of  cash  to  Petrolera  Argentina  San  Jorge,  S.A.
("Petrolera")  in  connection  with an equity  investment  into the  Company  by
Petrolera (the Petrolera  Transaction").  The FondElec Transaction and Petrolera
Transaction  are more  particularly  described in the  Company's  report on Form
10-KSB for the fiscal year ended December 31, 1997, as amended, the descriptions
of which are hereby incorporated by reference.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                                      None.

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

                                      None.

ITEM 5.     OTHER INFORMATION

         In March 1997, the Company  entered into an agreement with a Guatemalan
entity to form a joint venture corporation,  Wireless  Communications Holdings -
Guatemala, S.A. ("WCH - Guatemala"),  for the purpose of acquiring and operating
wireless network rights in Guatemala. Under that agreement, the Guatemalan joint
venture  partner  was to  contribute  the  rights  to  commercialize  two GHz of
spectrum to WCH - Guatemala in exchange for a 30% interest in the capital of WCH
- Guatemala. The status of those spectrum rights is currently uncertain. See the
Company's  report on Form  10-KSB for the year ended  December  31,  1997,  as
amended.  As a result  of the  Guatemalan  entity's  failure  to  provide  WCH -
Guatemala with the spectrum  rights,  the Company has instructed the entity that
held the shares of WCH - Guatemala in escrow to  distribute  the shares of WCH -
Guatemala which would have been held by the Guatemalan entity to the Company. As
a result of that action, the Company holds 100% of WCH - Guatemala.

         In October 1997, Administracion E Inversiones Radiales, S.A. ("AIRSA"),
the holder of certain  network rights in Panama and the Company's  joint venture
partner in  Wireless  Communications  Panama,  S.A.,  received  notice  that its
license  rights  included  the right to  provide  data and  multi-channel  video
services,  with or without spectrum.  Those rights were granted on a provisional
basis and for private or non-commercial use. AIRSA has made application with the
Panamanian  government  to convert its license  from a private  use license to a
commercial  use license,  and expects  action on that request within the next 60
days.

         In  January  1998,  Auckland  Independent   Television  Service,  Ltd.,
("AITS"),  which  is owned  approximately  95% by the  Company,  was  granted  a
one-year  renewal  on the  exclusive  rights for the 40 GHz  frequencies  in the
Auckland,  Christchurch and Wellington/Petone areas of New Zealand. Unlike AITS'
2.3 GHz licenses  (which AITS leases from private  entities),  the 40 GHz rights
have not been granted by the New Zealand  government to private  enterprises  as
"management rights" under the New Zealand  Telecommunications  Act. As a result,
the 40 GHz frequencies  remain the property of the New Zealand  government until
it determines if it will grant them to private  companies as management  rights.
The 40 GHz licenses are valid for terms of one year,  and are subject to renewal
at the discretion of the government.

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

         A.       EXHIBITS.

                                      None

         B.       REPORTS ON FORM 8-K

                                      None



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<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                           WIRELESS CABLE & COMMUNICATIONS, INC.



Date: May 15, 1998                                BY  /s/ E. ANDREW LOWE
                                                     --------------------------
                                                     E. Andrew Lowe
                                                     Principal Financial Officer



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