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 JUNE 30, 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 August 15, 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  consolidated
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  consolidated
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 and six months ended June 30, 1998 may not
be indicative  of the results that may be expected for the year ending  December
31, 1998.









                      [THIS SPACE INTENTIONALLY LEFT BLANK]






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

CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
-------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                   <C>

                                                                           June 30,            December 31,
                                                                            1998                  1997
                                                                       ----------------      ----------------
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                             $ 8,770,012           $ 6,171,515
     Accounts receivable - net                                                     479                 9,754
     Due from affiliaties                                                       39,071                36,950
     Inventory                                                                  24,395                32,074
     Prepaid license fees                                                      201,751               186,982
     Other current assets                                                        9,170                18,007
                                                                       ----------------      ----------------
                     Total current assets                                    9,044,878             6,455,282
INVESTMENT IN CENTURION                                                        845,955               845,955
EQUIPMENT - net                                                              1,049,682               421,944
LICENSE RIGHTS - net                                                           749,167               807,167
CONTRACT RIGHTS - net                                                        8,247,042             8,916,587
OTHER ASSETS                                                                   181,796                42,171
                                                                       ----------------      ----------------
TOTAL ASSETS                                                              $ 20,118,520          $ 17,489,106
                                                                       ================      ================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                              $ 1,058,707             $ 640,164
     Note payable                                                              350,000               350,000
     Accrued license lease fees                                                142,594               121,621
     Accrued consulting fees (payable to related party)                        100,000               100,000
     Due to affiliates                                                         810,224               709,558
     Customer deposits                                                          36,030                40,070
                                                                       ----------------      ----------------
                     Total current liabilities                               2,497,555             1,961,413
LONG-TERM LIABILITIES:
     Long-term debt (owed to related party)                                  1,176,263             1,130,660
MINORITY INTEREST IN SUBSIDIARIES                                                9,991                18,067
                                                                       ----------------      ----------------
                     Total liabilities                                       3,683,809             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                       (8,156,622)           (5,255,741)
                                                                       ----------------      ----------------
                     Total stockholders' equity                             16,434,711            14,378,966
                                                                       ----------------      ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 20,118,520          $ 17,489,106
                                                                       ================      ================

See notes to consolidated financial statements.
</TABLE>

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO JUNE 30, 1998
-------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>               <C>
                                                             Three             Three          September 27,
                                                            Months            Months          1994 (Date of
                                                             Ended             Ended          Inception) To
                                                           June 30,          June 30,           June 30,   
                                                             1998              1997               1998     
                                                         --------------    --------------    ----------------

REVENUES                                                      $ 16,575               $ -            $ 85,097 
COST OF SERVICE                                                105,753                 -             362,601
                                                         --------------    --------------    ----------------
GROSS MARGIN                                                   (89,178)                -            (277,504)
OPERATING EXPENSES:
     Professional fees                                         383,205            47,694           1,807,470
     Depreciation and amortization                             436,658            29,000           1,484,737 
     Leased license expense                                     41,340            24,544             199,198
     General and administrative                                661,323            81,178           2,857,109
     Stock option compensation expense                               -                 -             962,738
                                                         --------------    --------------    ---------------- 
                      Total                                  1,522,526           182,416           7,311,252 
                                                         --------------    --------------    ----------------
OPERATING LOSS                                              (1,611,704)         (182,416)         (7,588,756)
OTHER INCOME AND EXPENSES:
     Interest income                                           107,834                 -             310,522 
     Interest expense                                          (24,857)          (43,841)           (899,475)
                                                         --------------    --------------    ----------------
                      Total                                     82,977           (43,841)           (588,953)
                                                         --------------    --------------    ---------------- 
NET LOSS BEFORE MINORITY INTEREST                           (1,528,727)         (226,257)         (8,177,709)
MINORITY INTEREST IN LOSS OF SUBSIDIARIES                        3,980             3,157              21,087  
                                                         --------------    --------------    ----------------
NET LOSS                                                  $ (1,524,747)       $ (223,100)       $ (8,156,622)
                                                         ==============    ==============    ================ 

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                                                  41,139,625        27,623,153
                                                         ==============    ==============
     Diluted                                                43,706,421        29,026,433
                                                         ==============    ==============



* 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.
</TABLE>
<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO JUNE 30, 1998
-------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>            <C>                 
                                                    Six            Six         September 27,       
                                                  Months         Months        1994 (Date of       
                                                   Ended          Ended        Inception) To 
                                                 June 30,       June 30,        June 30,          
                                                   1998           1997           1998              
                                                ------------   ------------   --------------         

REVENUES                                           $ 44,911            $ -         $ 85,097         
COST OF SERVICE                                     197,553              -          362,601         
                                                ------------   ------------   --------------         
GROSS MARGIN                                       (152,642)             -         (277,504)         
OPERATING EXPENSES:
    Professional fees                               710,275        137,050        1,807,470           
    Depreciation and amortization                   865,555         48,550        1,484,737            
    Leased license expense                           83,037         32,486          199,198            
    General and administrative                    1,234,474        136,921        2,857,109              
    Stock option compensation expense                     -              -          962,738            
                                                ------------   ------------   --------------         
                   Total                          2,893,341        355,007        7,311,252           
                                                ------------   ------------   --------------          
OPERATING LOSS                                   (3,045,983)      (355,007)      (7,588,756)          
OTHER INCOME AND EXPENSES:
    Interest income                                 194,155              -          310,522           
    Interest expense                                (57,129)       (69,513)        (899,475)         
                                                ------------   ------------   --------------         
                   Total                            137,026        (69,513)        (588,953)          
                                                ------------   ------------   --------------          
NET LOSS BEFORE MINORITY INTEREST                (2,908,957)      (424,520)      (8,177,709)           
MINORITY INTEREST IN LOSS OF SUBSIDIARIES             8,076          5,428           21,087           
                                                ------------   ------------   --------------          
NET LOSS                                        $ (2,900,881)   $ (419,092)    $ (8,156,622)          
                                                ============   ============   ==============          

Net loss per basic common share*                    $ (0.07)       $ (0.02)
                                                ============   ============
Net loss per diluted common share*                  $ (0.07)       $ (0.02)
                                                ============   ============

Weighted-average common shares*
    Basic                                        39,501,975     22,571,715
                                                ============   ============
    Diluted                                      42,068,771     23,714,108
                                                ============   ============



* 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.
</TABLE>
<PAGE>

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1998,
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO JUNE 30, 1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                   <C>                 <C>           <C>
                                                                                                                          Deficit
                                                                                                                        Accumulated
                                        Series "A" Preferred   Series "B" Preferred                       Additional     During the
                                               Stock                Stock              Common Stock         Paid-in     Development
                                        --------------------   --------------------  -----------------   -----------   -------------
                                         Shares    Amount      Shares     Amount     Shares     Amount      Capital        Stage
                                        -------   -------     --------   ---------   -------   -------   -----------   -------------

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 six months
     ended June 30, 1998                                                                                                 (2,900,881)
                                        ---------  --------   ---------- ---------  ----------  --------   -----------   -----------
BALANCE, JUNE 30, 1998                  3,257,490  $ 32,575     354,825   $ 3,548   8,209,900   $ 82,099   $ 24,473,111 $(8,156,622)
                                        =========  ========   ========== =========  ==========  ========   ===========   ===========




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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO JUNE 30, 1998
----------------------------------------------------------------------------------------------------
<S>                                                        <C>           <C>           <C>                 
                                                              Six           Six         September 27,        
                                                             Months        Months       1994 (Date of        
                                                             Ended         Ended        Inception) To        
                                                            June 30,      June 30,        June 30,            
                                                              1998          1997           1998              
                                                           -----------   -----------   -------------         

CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
    Net loss                                             $ (2,900,881)  $  (419,092)   $ (8,156,622)           
    Adjustments to reconcile net loss to net cash used in
       development activities:
          Depreciation and amortization                       865,555        48,550       1,484,737                 
          Minority interest in loss of subsidiaries            (8,076)       (5,428)        (21,087)                
          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                                9,275             -          10,234                     
             Prepaid license fees                             (14,769)       16,940         (26,538)                
             Inventory                                          7,679             -          40,904                  
             Other current assets                               8,837             -          49,281                  
             Due from affiliates                               (2,121)            -         225,525                 
             Other assets                                    (139,625)      577,377        (148,469)                 
             Accounts payable and accrued liabilities         418,543      (282,645)        414,498                  
             Due to affiliates                                100,666       100,000         (97,476)               
             Accrued license lease fees                        20,973       145,730          33,196                  
             Customer deposits                                 (4,040)            -          (3,723)         
                                                           -----------   -----------   -------------         
                  Net cash provided by (used in)
                       development activities              (1,637,984)      181,432      (4,059,323)             
                                                           -----------   -----------   -------------         

CASH FLOWS FROM INVESTING ACTIVITIES:
    Investment in Centurion                                         -      (788,424)       (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                                   (765,748)            -        (894,527)               
                                                           -----------   -----------   -------------         
                  Net cash used in investing activities      (765,748)     (731,842)     (2,831,218)             
                                                           -----------   -----------   -------------         

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                     45,603        49,141       1,351,220               
    Payments on related parties borrowings                          -      (175,319)       (962,293)               
    Proceeds from promissory notes                                  -       746,095       2,300,000               
    Payments on promissory notes                                    -             -      (2,300,000)             
                                                           -----------   -----------   -------------         
                  Net cash provided by financing activities 5,002,229       619,917      15,660,553              
                                                           -----------   -----------   -------------         

NET INCREASE IN CASH                                        2,598,497        69,507       8,770,012               
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD            6,171,515         8,902               -                      
                                                           -----------   -----------   -------------         
CASH AND CASH EQUIVALENTS AT END OF PERIOD                $ 8,770,012      $ 78,409     $ 8,770,012             
                                                           ===========   ===========   =============         

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


See notes to consolidated financial statements.
</TABLE>

<PAGE>

WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 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., which holds license and lease rights for
a multi-point video  distribution  service 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")  and Wireless  Communications  License  Holdings - Guatemala,  S.A.,
corporations  which have been formed to acquire  and operate  telecommunications
rights in Guatemala,  (iv) a 100% interest in Sociedad  Television  Interactiva,
S.A., 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., which
will act as the  operating  company  for an LMDS  system in Panama,  (vi) an 80%
interest  in WCI de  Argentina,  which  holds a value  added  license to provide
telecommunications   services  in  Argentina,  and  (vii)  a  100%  interest  in
Transworld  Wireless  Television,  Inc.,  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.

<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 and six months ended June 30,
1998 and 1997.

 
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

         A.     MATERIAL CHANGES IN FINANCIAL CONDITION

         At June 30,  1998,  the  Company  had  current  assets  of  $9,044,878,
compared to $6,455,282 at December 31, 1997, for an increase of $2,589,596. Cash
increased by  $2,598,497  from  $6,171,515  to  $8,770,012  during the six 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 June 30, 1998 were  $2,497,555,  compared to $1,961,413 as of
December  31,  1997,  for an increase of  $536,142.  The  increase was due to an
increase in accounts payable (primarily from equipment  purchases),  an increase
in accrued  license  lease fees and an  increase  in amounts  due to  affiliates
related to amounts due under a service contract.

<PAGE>

         At  June  30,  1998,  total  assets  were   $20,118,520,   compared  to
$17,489,106 as of December 31, 1997, for an increase of $2,629,414. The increase
in total assets was primarily due to the FondElec  Transaction  and purchases of
equipment.  Total liabilities increased $573,669, from $3,110,140 as of December
31, 1997 to $3,683,809 as of June 30, 1998. The increase in total liabilities is
a result of an increase in related  party  long-term  debt related to additional
accrued interest and the increase in current  liabilities.  Total  stockholders'
equity increased  during the period by $2,055,745,  from $14,378,966 at December
31, 1997, to $16,434,711 at June 30, 1998.

          B.     MATERIAL CHANGES IN RESULTS OF OPERATIONS

         For the six months  ended June 30,  1998,  the Company had  revenues of
$44,911 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 six months ended June 30, 1997.  The cost of service for CVV's  revenues was
$197,553 for the six months ended June 30, 1998.

         Operating  expenses  for  the six  months  ended  June  30,  1998  were
$2,893,341  compared to $355,007 for the same period in 1997, for an increase of
$2,538,334. 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  $3,045,983 for the six months ended June 30, 1998,  compared
to $355,007 for the same period in 1997.

         Interest  income for the six months  ended June 30, 1998 was  $194,155.
The  Company  had no interest  income  during the same period in 1997.  Interest
expense decreased $12,384 from $69,513 for the six months ended June 30, 1997 to
$57,129  for the  same  period  in  1998.  The  decrease  was due  primarily  to
elimination of interest expense payable under secured promissory notes that were
retired in 1997.

         Minority interest in loss of subsidiaries was $8,076 for the six months
ended June 30,  1998,  compared  to $5,428 for the same  period in 1997,  for an
increase of $2,648. 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 six months
ended June 30, 1998 was  $2,900,881,  compared  to  $419,092  for the six months
ended June 30, 1997, for an increase of $2,481,789.

<PAGE>

         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 June 30,  1998,  the  Company  had cash and cash
equivalents  of  $8.77  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.

         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.

         Year 2000

         The year 2000 issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the data has
been stored as just two digits (e.g. 97 for 1997). On January 1, 2000, any clock
or date recording  mechanism  including data sensitive  software which uses only
two digits to represent the year, may recognize a date using 00 as the year 1900
rather  than  the  year  2000.   This  could  result  in  a  system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

         The Company is converting its financial  systems to year 2000 compliant
systems.  The  Company  does not  anticipate  a  significant  cost to modify its
systems to accommodate the impact of the upcoming change in the century.

         The Company also has  third-party  customers,  financial  institutions,
vendors and others with which it conducts  business.  While the Company believes
that these third-party vendors and customers will successfully address year 2000
issues in a timely  manner,  it is  possible  that a series of failures by third
parties  could  have a  material  adverse  effect on the  Company's  results  of
operations in future years.

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

                                      None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                                      None.

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

                                      None.

<PAGE>

ITEM 5.     OTHER INFORMATION

         In July 1998,  the 28 GHz frequency  rights in Guatemala were auctioned
by the Superintendency of Telecommunications,  as provided under Guatemalan law.
At the auction,  the  Guatemalan  telephone  company  acquired the entire 28 GHz
frequency range. The telephone company is scheduled to be privatized in the near
future. The Company and the Guatemalan  telephone company  subsequently  entered
into an agreement  under which WCH - Guatemala  acquired the right to use the 28
GHz rights for a period of 60 days.  During  the 60 day  period  (which  ends on
September 22, 1998), WCH - Guatemala and the Guatemalan  telephone  company have
agreed to  negotiate  in good faith the terms under  which WCH -  Guatemala  can
acquire  the 28 GHz  frequency  rights  (or the  rights to use  those  frequency
rights).  If the Company is unable to negotiate a contract for the use of the 28
GHz rights on commercially  acceptable terms, it intends to acquire the right to
use other  frequency  rights in Guatemala by (i)  participating  in auctions for
other frequencies, (ii) acquiring rights from currently existing rights holders,
or (iii) acquiring rights through  Guatemala's  non-auction  license  concession
procedures.  There can be no assurance  that the Company will be able to acquire
any long-term wireless network rights in Guatemala.

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

         A.       EXHIBITS.

                                      None

         B.       REPORTS ON FORM 8-K

         On July 17, 1998, the Company filed a report on Form 8-K describing its
acquisition through a controlled  subsidiary of a multi-channel cable television
system and MMDS channel rights in El Salvador.


<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: August 19, 1998                             BY  /s/ ANTHONY SANSONE
                                                  Anthony Sansone
                                                  Principal Accounting Officer