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, 1997.

[ ]      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 18, 1997,  5,222,833 shares of registrant's Common Stock, par value
$.01 per share,  2,397,732 shares of the registrant's Series A Preferred Shares,
par value  $.01 per  share,  and  354,825  shares of the  registrant=s  Series B
Preferred Shares, par value $.01 per share, were outstanding.

                                       1
<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. ("WCCI") 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.   The  consolidated  financial
statements have been prepared using a reverse acquisition  accounting  treatment
due to a transaction where Telecom Investment  Corporation ("TIC") merged with a
wholly owned subsidiary of WCCI and the financial  statements  presented for the
period from  September 27, 1994 (date of TIC  inception)  through March 31, 1997
are the financial  statements of TIC and differ from the consolidated  financial
statements of WCCI and its subsidiaries as previously reported (see Note 1). The
financial statements presented include the operations of TIC for the period from
September  27, 1994 (date of TIC  inception)  through March 31, 1997 and for the
full three months,  and of WCCI and its  subsidiaries for the period February 4,
1997  (effective  date of the  acquisition)  to March 31, 1997.  These financial
statements should be read in conjunction with Note 1 herein and the consolidated
financial  statements  and notes  thereto  included in the WCCI annual report on
Form  10-KSB,  as  amended,  for the year ended  December  31,  1996,  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, 1997 may not be  indicative of the results that may
be expected for the year ending December 31, 1997.







                      [THIS SPACE INTENTIONALLY LEFT BLANK]



                                       2

<PAGE>
<TABLE>
<CAPTION>

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

CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
<S>                                                                          <C>                   <C>



                                                                                March 31,            December 31,
                                                                                  1997                   1996
ASSETS
CURRENT ASSETS:
  Cash                                                                        $      209,981         $        8,902
  Prepaid license lease fees                                                         162,009                      -
  Other current assets (owed by related parties)                                       4,244                 14,778
                                                                             ----------------      -----------------
         Total current assets                                                        376,234                 23,680
INVESTMENT IN CENTURION                                                              617,076                      -

LICENSE RIGHTS - Net                                                                 894,167                      -
                                                                             ----------------      -----------------
TOTAL ASSETS                                                                   $   1,887,477         $       23,680
                                                                             ================      =================

LIABILITIES AND STOCKHOLDERS= DEFICIT
CURRENT LIABILITIES:
  Accounts payable                                                             $     554,130         $      438,557
  Accrued license lease fees                                                         125,925                      -
  Accrued consulting fees                                                            100,000                      -
                                                                             ----------------      -----------------
         Total current liabilities                                                   780,055                438,557
LONG-TERM LIABILITIES:
   Long-term debt (owed to related parties)                                        1,303,227                231,570
   Note payable                                                                      530,838                      -
MINORITY INTEREST IN SUBSIDIARY                                                       28,806                      -
                                                                             ----------------      -----------------
         Total liabilities                                                         2,642,926                670,127
                                                                             ----------------      -----------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS= DEFICIT:
 Series A Preferred stock; $0.01 par value; 4,000,000
shares                authorized, and 2,397,732 and 0 shares
issued and outstanding                                                                23,977                      -
    in 1997 and 1996, respectively
  Common stock; $0.01 par value; 15,000,000 shares authorized:
    3,645,833 and 1,500,000 shares issued and outstanding                             36,458                 15,000
    in 1997 and 1996 respectively                                                     41,555                      -
  Additional paid-in capital                                                        (857,439)              (661,447)
  Deficit accumulated during the development stage
                                                                             ----------------      -----------------
         Total stockholders= deficit                                                (755,449)              (646,447)
                                                                             ----------------      -----------------
TOTAL LIABILITIES AND STOCKHOLDERS= DEFICIT                                      $ 1,887,477         $       23,680
                                                                             ================      =================
See notes to consolidated financial statements.
</TABLE>
                                       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, 1997 AND 1996
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO MARCH 31, 1997
<S>                                                       <C>                 <C>                  <C>
                                                                                                    September 27,
                                                              Three                Three            1994 (Date of
                                                              Months              Months            Inception) To
                                                              Ended                Ended              March 31,
                                                            March 31,            March 31,              1997
                                                               1997                1996
                                                          ---------------     ----------------     ----------------

REVENUES                                                            NONE                 NONE                 NONE
                                                          ---------------     ----------------     ----------------
EXPENSES:
  Professional fees                                        $      66,158       $        9,189       $      290,301
  Depreciation and amortization                                   19,550                    -               19,550
  Lease expense                                                    7,942                    -                7,942
  Consulting                                                      23,198               30,000              316,078
  General and administrative                                      55,743                7,383              165,024
                                                          ---------------     ----------------     ----------------
   Total                                                         172,591               46,572              798,895
INTEREST EXPENSE                                                  25,672                4,648               60,815
                                                          ---------------     ----------------     ----------------
NET LOSS BEFORE MINORITY INTEREST                                198,263               51,220              859,710
MINORITY INTEREST IN LOSS OF SUBSIDIARY                            2,271                    -                2,271
                                                          ---------------     ----------------     ----------------
NET LOSS                                                   $     195,992         $     51,220        $     857,439
                                                          ===============     ================     ================

Net loss per Common Share and
  Common Share Equivalent                                         (0.07)         $     (0.02)

                                                          ===============     ================

Weighted average Common Shares and
  Common Share Equivalents                                     2,692,849            2,497,938
                                                          ===============     ================


See notes to consolidated financial statements.


</TABLE>

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS= EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 1997,
THE YEAR ENDED DECEMBER 31, 1996,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO MARCH 31, 1997


<S>                              <C>            <C>           <C>              <C>          <C>           <C>

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

Issuance of TIC stock to TIC
  shareholders in October 1994                                   1,500,000      $15,000

Net loss for the period from
September    27, 1995 (date of
inception) to                                                                                                 $(59,108)
  December 31, 1994
                                 -----------    -----------   -------------    ---------    ----------    --------------
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
stock for                         2,397,732        $23,977     (1,500,000)     (15,000)      $(8,977)
   WCCI Series A Preferred
Shares

   Addition of WCCI common                                       3,645,833       36,458        50,532
stock
Net loss for the three months
   ended March 31, 1997                                                                                       (195,992)
                                 -----------    -----------   -------------    ---------    ----------    --------------
BALANCE, MARCH 31, 1997           2,397,732        $23,977       3,645,833      $36,458       $41,555        $(857,439)
                                 ===========    ===========   =============    =========    ==========    ==============




See notes to consolidated financial statements.
</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, 1997 AND 1996
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO MARCH 31, 1997

<S>                                                                    <C>                 <C>                     <C>


                                                                             Three                Three            September 27,
                                                                             Months              Months            1994 (Date of
                                                                             Ended                Ended            Inception) To
                                                                            March 31,            March 31,            March 31,
                                                                              1997                1996                  1997
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
  Net loss                                                              $    (195,992)        $    (51,220)         $   (857,439)
  Adjustments to reconcile net loss to net cash used in
    development activities:
    Depreciation and amortization                                              19,550                    -                19,550
    Minority interest in loss of subsidiary                                    (2,271)                   -                (2,271)
    Change in assets and liabilities:
      Prepaid license lease fees                                               12,203                    -                (1,575)
      Other assets                                                            574,103                    -               573,103
      Accounts payable                                                       (248,021)              25,663                35,823
      Accrued license lease fees                                              125,925                    -               125,925
      Accrued consulting fees                                                 100,000                    -               100,000
                                                                       ---------------     ----------------     -----------------
         Net cash generated (used) in development                             385,497              (25,557)               (6,884)
         activities
                                                                       ---------------     ----------------     -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in Centurion                                                     (617,076)                   -              (617,076)
 Reverse acquisition of WCCI                                                   56,583                    -                56,583
                                                                       ---------------     ----------------     -----------------
         Net cash used in investing activities                              (560,493)                    -             (560,493)
                                                                       ---------------     ----------------     -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                            -                    -                15,000
  Proceeds from related party borrowings                                       20,566               18,779               406,839
  Payment for related party borrowings                                       (175,319)                   -              (175,319)
  Borrowings through a promissory note                                        530,838                    -               530,838
                                                                       ---------------     ----------------     -----------------
         Net cash generated by financing activities                           376,075               18,779               777,358
                                                                       ---------------     ----------------     -----------------
NET INCREASE (DECREASE) IN CASH                                               201,079               (6,778)              209,981
CASH AT BEGINNING OF PERIOD                                                     8,902               15,009                     -
                                                                       ---------------     ----------------     -----------------
CASH AT END OF PERIOD                                                   $     209,981        $       8,231         $     209,981
                                                                       ===============     ================     =================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
  Cash paid during the year for interest and income taxes
                                                                                 NONE                 NONE                  NONE
                                                                       ===============     ================     =================


See notes to consolidated financial statements.
</TABLE>
                                       6

<PAGE>



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

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     MARCH 31, 1997
     (Unaudited)

     1.  Presentation

         On January 31, 1997,  Wireless Cable &  Communications,  Inc.  (AWCCI@)
         entered into a transaction with Telecom Investment Corporation (ATIC@),
         pursuant  to  which  TIC  merged  with  a  newly  formed   wholly-owned
         subsidiary  of WCCI,  NewWCCI,  Inc.  (the  AMerged  Companies@  or the
         ACompany@).  The merger was effective February 4, 1997. Under the terms
         of the merger, the former shareholders of TIC received 2,397,732 shares
         of WCCI=s newly designated  Series AA@ Preferred Shares and legally TIC
         became a  wholly-owned  subsidiary  of WCCI.  Also,  the former  option
         holders of TIC received  options to purchase  199,811  shares of WCCI=s
         Series AA@  Preferred  Shares.  As a result of the  merger,  the former
         shareholders  and option  holders of TIC currently  hold  approximately
         87.7% of the voting  power of the Merged  Companies  on a common  share
         equivalent basis.  Generally accepted accounting  principles  typically
         require that the company whose shareholders  retain the majority voting
         interest  in the  combined  business  be  treated as the  acquiror  for
         accounting purposes.  Accordingly, the merger has been accounted for as
         a Areverse acquisition@ whereby TIC is deemed to have acquired an 87.7%
         interest on a common share  equivalent basis in WCCI using the purchase
         method.  However,  WCCI remains the legal entity and the Registrant for
         Securities and Exchange Commission reporting purposes.

         Consistent  with the  reverse  acquisition  accounting  treatment,  the
         financial  statements  presented for the period from September 27, 1994
         (date of TIC  inception)  through  March  31,  1997  are the  financial
         statements of TIC and differ from the consolidated financial statements
         of WCCI and its  subsidiaries  as  previously  reported.  The financial
         statements  presented include the operations of TIC for the period from
         September 27, 1994 (date of TIC  inception)  through March 31, 1997 and
         for the full  three  months  and of WCCI and its  subsidiaries  for the
         period February 4, 1997  (effective  date of the  acquisition) to March
         31, 1997.

         The  consolidated  financial  statements  also  include the accounts of
         WCCI's   subsidiaries,   including  Auckland   Independent   Television
         Services,  Ltd.  ("AITS"),  and Transworld  Wireless  Television,  Inc.
         ("TWTI").  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  equivalent is calculated by
         dividing net loss by the weighted  average  number of common shares and
         the  common  stock   equivalent  for  the  Series  A  preferred   stock
         outstanding  during the period.  Series A Preferred shares are included
         in the  calculation  because of the ten to one voting rights,  dividend
         and liquidation  attributes of the preferred  shares as compared to the
         common shareholders.
                                       7
<PAGE>


     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.

     4.  New Accounting Standards

         In June 1997,  the FASB  issued SFAS No. 130  "Reporting  Comprehensive
         Income"  which  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. SFAS No.
         130 requires  that all items that are required to be  recognized  under
         accounting  standards as components of comprehensive income be reported
         in a financial  statement that is displayed with the same prominence as
         other financial  statements.  It does not require a specific format for
         that  financial  statement but requires  that an enterprise  display an
         amount representing total  comprehensive  income for the period in that
         financial  statement.  SFAS  No.  130 is  effective  for  fiscal  years
         beginning  after  December  15,  1997.  Reclassifications  of financial
         statements for earlier  periods  provided for  comparative  purposes is
         required.  The impact on WCCI of the  adoption  of SFAS No. 130 has not
         yet been fully determined.

         In June 1997, the FASB issued SFAS No. 131 ADisclosures  About Segments
         of an Enterprise and Related  Information@ which establishes  standards
         for the way that public businesses  report  information about operating
         segments  in  annual  financial  statements  and  requires  that  those
         enterprises  report selected  information  about operating  segments in
         interim  financial  reports issued to  shareholders.  SFAS No. 131 also
         establishes  standards  for  related  disclosures  about  products  and
         services,  geographical areas, and major customers.  It supersedes SFAS
         No. 14 but retains the  requirement to report  information  about major
         customers.  It  amends  SFAS No. 94 to remove  the  special  disclosure
         requirements for previously unconsolidated  subsidiaries.  SFAS No. 131
         is effective  for  financial  statements  for periods  beginning  after
         December 15,  1997.  In the initial  year of  application,  comparative
         information for earlier years is to be restated. It need not be applied
         to interim financial statements in the initial year of its application,
         but comparative  information for interim periods in the initial year of
         application  is to be  reported  in  financial  statements  for interim
         periods in the second year of application. The adoption of SFAS No. 131
         will result in  additional  disclosures  but is not  expected to have a
         material impact on WCCI=s operations or financial condition.

     ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

         A.     MATERIAL CHANGES IN FINANCIAL CONDITION

         At March 31, 1997, the Company had current assets of $376,234, compared
to $23,680 at December 31, 1996, for an increase of $352,554.  Cash increased by
$201,079 from $8,902 to $209,981 during the three-month  period,  primarily as a
result of the Company completing a merger transaction  whereby TIC merged with a
newly formed  wholly-owned  subsidiary of WCCI  effective  February 4, 1997 (the
AMerger@) (see Item 5(A) below) and the receipt of $450,000 of proceeds from the
sale of secured  promissory  notes (the  ANotes@),  which are more  particularly
described in the  Company=s  report on Form 10-KSB,  as amended,  for the fiscal
year ended  December 31,  1996,  which  description  is hereby  incorporated  by
reference.  Current liabilities as of March 31, 1997, were $780,055, compared to
$438,557 as of December  31, 1996,  for an increase of $341,498,  primarily as a
result of the Merger.

                                       8
<PAGE>


         At March 31, 1997, total assets were $1,887,477, compared to $23,680 as
of December  31,  1996,  for an increase of  $1,863,797.  The  increase in total
assets was due primarily to the WCCI assets  associated  with the Merger and the
proceeds  from  the  sale  of  additional  Notes.  Total  liabilities  increased
$1,972,799  from  $670,127 as of December 31, 1996 to $2,642,926 as of March 31,
1997. The increase in total  liabilities  is a result of the additional  current
liabilities,  long-term debt and minority interest in subsidiary associated with
the WCCI liabilities  from the Merger and the additional  proceeds from the sale
of the Notes. Total stockholders' deficit increased by $109,002 from $646,447 at
December 31, 1996, to $755,449 at March 31, 1997.

         B.     MATERIAL CHANGES IN RESULTS OF OPERATIONS

         The Company  did not have  operating  revenues  for either of the three
months ended March 31, 1997 or 1996.  During the three  months  ending March 31,
1997, total operating  expenses (and operating loss) were $172,591,  compared to
$46,572  for the same  three-month  period a year  earlier,  for an  increase of
$126,019.  The  increase  in  operating  loss is a  result  of the  addition  of
depreciation and  amortization  and lease expense  associated with WCCI=s assets
and an increase in administrative expenses and professional fees incurred by the
Company in conjunction with the Merger.

         During the three months  ending  March 31, 1997,  the Company had a net
loss of  $195,992,  compared to a net loss of $51,220 for the same period a year
earlier,  for an increase of  $144,772.  The increase in net loss is primarily a
result of the  addition of  depreciation  and  amortization,  lease and interest
expenses and the minority interest in loss of subsidiary  associated with WCCI's
assets and an increase in  administrative  expenses and professional fees due to
the expenses  incurred by the Company in  conjunction  with the Merger.  For the
three  months  ended March 31,  1997,  there was a net loss per common share and
common share equivalent of $(0.08),  compared to a net loss per common share and
common share equivalent of $(0.02) for the same period a year earlier.

         C.     LIQUIDITY AND CAPITAL RESOURCES

         At March 31,  1997,  the  Company's  current  liabilities  exceeded its
current  assets by  $403,821.  The Company  anticipates  that it will obtain the
financing  necessary to pay its  liabilities  and to fund its future  operations
through loans, equity investments and other transactions.  While there can be no
assurance  that  the  Company  will  secure  such  financing,  the  Company  has
negotiated a financing  commitment from Transworld  Telecommunications,  Inc., a
related party,  for up to $1,000,000 in debt, and has secured  additional  funds
from the issuance of debt in the form of the Notes (up to $1,600,000), and as of
August 4, 1997, has secured  $2,100,000 of financing  through the delivery of an
unsecured   promissory   note.   These  financing   arrangements  are  all  more
particularly  described in the Company=s report on Form 10-KSB, as amended,  for
the year ended December 31, 1996, which descriptions are incorporated  herein by
reference.  In the event that the Company is  unsuccessful  in completing  these
financing  arrangements  or in obtaining  substitute  funding  commitments,  the
Company would have difficulty in meeting its operating expenses,  satisfying its
existing or future debt obligations,  or succeeding in acquiring,  developing or
operating a wireless  telecommunications  system or adding  subscribers  to such
systems.  If the  Company  does not have  sufficient  cash  flow or is unable to
otherwise satisfy its debt obligations,  its ongoing growth and operations could
be restricted and the viability of the Company could be adversely affected.

                                       9
<PAGE>


     PART II: OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

                                      None

     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

         A.   TELECOM INVESTMENT CORPORATION MERGER

         On January 31, 1997, WCCI entered into a transaction with TIC, pursuant
to  which  TIC  merged  with a newly  formed  wholly-owned  subsidiary  of WCCI,
NewWCCI,  Inc. This transaction is more particularly  described in Note 1 herein
and in the  Company=s  report on Form  10-KSB,  as  amended,  for the year ended
December 31, 1996, which description is incorporated herein by reference.

         A.   STOCK OPTION AWARDS

         On March 17, 1997,  the Company  entered into an agreement with a third
party pursuant to which the third party will provide consulting  services to the
Company  through  December  31, 1997 in exchange  for an option to purchase  500
shares of common  stock per month at $.10 per share  through  December 31, 1997.
The options expire on April 14, 1999.

         On March 31, 1997,  the Company  entered into an agreement with a third
party who has previously  providing  consulting services to the Company pursuant
to which the third party  acquired an option to  purchase  50,000  shares of the
Company's  common stock at $1.00 per share.  The option is  exercisable  through
April 14, 1999.

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

         A.       EXHIBITS.

                                      None

         B.       REPORTS ON FORM 8-K
                                      None


                                       10
<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 18, 1997               BY  /s/ ANTHONY SANSONE
                                           Anthony Sansone
                                           Chief Accounting Officer



                                       11