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 SEPTEMBER 30, 1997.


[X]      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 October 31, 1997, 6,023,138 shares of registrant's Common Stock, par value
$.01 per share,  2,924,063 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 $10.00 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. ("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  September 30,
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 September 30,
1997 and for the full  nine  months,  and of WCCI and its  subsidiaries  for the
period  February 4, 1997  (effective  date of the  acquisition) to September 30,
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 and nine months  ended  September  30, 1997 may not be
indicative of the results that may be expected for the year ending  December 31,
1997.









                 [THIS SPACE INTENTIONALLY LEFT BLANK]




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

CONSOLIDATED BALANCE SHEETS (Unaudited)
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
<S>                                                                <C>             <C>
                                                                    September 30,       December 31,
                                                                        1997               1996
ASSETS

CURRENT ASSETS:
 Cash ..........................................................   $  8,247,003    $      8,902
 Accounts Receivable, net ......................................         14,411             -- 
 Prepaid license lease fees, other .............................        205,002          14,778
                                                                   -------------   -------------
         Total current assets ..................................      8,466,416          23,680

INVESTMENT IN AFFILIATES .......................................      1,808,455            --
EQUIPMENT - Net ................................................        406,506            --
LICENSE RIGHTS - Net ...........................................        836,167            --
DUE FROM AFFILIATES ............................................         64,855            --
INTANGIBLE ASSETS & GOODWILL - Net .............................      7,422,110            --
OTHER ASSETS ...................................................         35,063            --
                                                                   -------------   -------------
TOTAL ASSETS ...................................................   $ 19,039,572    $     23,680
                                                                   =============   =============
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable & other accrued liabilities .................   $    473,034    $    438,557
  Accrued license lease fees ...................................        121,621            --
  Accrued consulting fees - related party ......................        100,000            --
  Due to affiliates ............................................        746,579            --
  Customer Deposits ............................................         40,671            --
                                                                   -------------   -------------
         Total current liabilities .............................      1,481,905         438,557

LONG-TERM LIABILITIES:
   Long-term debt - related parties ............................      1,341,631         231,570
   Note payable ................................................        732,383            --

MINORITY INTEREST IN SUBSIDIARY ................................         22,413            --
                                                                   -------------   -------------
         Total liabilities .....................................      3,578,332         670,127
                                                                   -------------   -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Series A Preferred stock; $0.01 par value; 4,250,000 shares
    authorized and 2,924,063 and 0 shares issued and outstanding
    in 1997 and 1996, respectively .............................         29,241            --
 Series B Preferred stock; $10.00 par value; 750,000 shares
    authorized: 354,825 and 0 issued and outstanding in 1997
    and 1996, respectively .....................................          3,548            --
 Common stock; $0.01 par value; 15,000,000 shares authorized:
    6,023,138 and 1,500,000 shares issued and outstanding
    in 1997 and 1996 respectively ..............................         60,231          15,000
 Additional paid-in capital ....................................     17,105,471            --
 Deficit accumulated during the development stage ..............     (1,737,251)       (661,447)
                                                                   -------------   -------------
         Total stockholders' deficit ...........................     15,461,240        (646,447)
                                                                   -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................   $ 19,039,572    $     23,680
                                                                   =============   =============
                                                                                                           

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO SEPTEMBER 30, 1997
<S>                                                                     <C>                     <C>                    <C>
                                                                             Three                   Three             September 27,
                                                                             Months                  Months            1994 (Date of
                                                                             Ended                   Ended             Inception) To
                                                                          September 30,           September 30,        September 30,
                                                                              1997                    1996                  1997
                                                                        ---------------         ---------------        -------------

REVENUES ...................................................            $    38,648                   NONE              $    38,648
COST OF SERVICES ...........................................                 24,106                                          24,106
                                                                        ------------            ------------            ------------
GROSS PROFIT ...............................................                 14,542                   NONE                   14,542

EXPENSES:
  Professional fees ........................................                138,919             $    43,124                 453,714
  Depreciation and amortization ............................                187,353                    --                   235,903
  Lease expense ............................................                 28,884                    --                    61,370
  Consulting ...............................................                 56,862                  35,000                 396,140
  Payroll expenses .........................................                139,721                    --                   139,721
  General and administrative ...............................                110,243                  82,633                 356,445
                                                                        ------------            ------------            ------------
     Total .................................................                661,982                 160,757               1,643,293
                                                                        ------------            ------------            ------------
OPERATING LOSS .............................................               (647,440)               (160,757)             (1,628,751)
                                                                        ------------            ------------            ------------
OTHER INCOME (EXPENSE)
   Interest income .........................................                 34,839                    --                    34,839
   Interest expense ........................................                (47,348)                (10,892)               (152,004)
                                                                        ------------            ------------            ------------
NET LOSS BEFORE MINORITY INTEREST ..........................               (659,949)               (171,649)             (1,745,916)

MINORITY INTEREST IN LOSS OF
SUBSIDIARIES ...............................................                  3,237                    --                     8,665
                                                                        ------------            ------------            ------------
NET LOSS ...................................................            $  (656,712)            $  (171,649)            $(1,737,251)
                                                                        ============            ============            ============

Net loss per Common Shares and
  Common Share equivalent ..................................            $     (.024)            $     (0.07)
                                                                        ============            ============
Weighted average Common Shares and
  Common Share equivalent ..................................              2,769,174               2,511,196
                                                                        ============            ============


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

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO SEPTEMBER 30, 1997

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

                                                                            Nine                     Nine              September 27,
                                                                           Months                   Months             1994 (Date of
                                                                            Ended                    Ended             Inception) To
                                                                         September 30,            September 30,        September 30,
                                                                            1997                     1996                  1997
                                                                       ---------------          ---------------        -------------

REVENUES ...................................................            $    38,648                   NONE             $     38,648
COST OF SERVICES ...........................................                 24,106                    --                    24,106
                                                                        ------------            -----------            -------------

GROSS PROFIT ...............................................                 14,542                   NONE                   14,542

EXPENSES:
  Professional fees ........................................                229,571             $    72,788                 453,714
  Depreciation and amortization ............................                235,903                    --                   235,903
  Lease expense ............................................                 61,370                    --                    61,370
  Consulting ...............................................                103,260                 101,000                 396,140
  Payroll expenses .........................................                139,721                    --                   139,721
  General and administrative ...............................                247,164                 117,522                 356,445
                                                                        ------------            ------------            ------------
     Total .................................................              1,016,989                 291,310               1,643,293

OPERATING LOSS .............................................             (1,002,447)               (291,310)             (1,628,751)
                                                                        ------------            ------------            ------------
OTHER INCOME (EXPENSE)
   Interest income .........................................                 34,839                    --                    34,839
   Interest expense ........................................               (116,861)                (16,320)               (152,004)
                                                                        ------------            ------------            ------------
NET LOSS BEFORE MINORITY INTEREST ..........................             (1,084,469)               (307,630)             (1,745,916)

MINORITY INTEREST IN LOSS OF
SUBSIDIARIES ...............................................                  8,665                    --                     8,665
                                                                        ------------            ------------            ------------
NET LOSS ...................................................            $(1,075,804)            $  (307,630)            $(1,737,251)
                                                                        ============            ============            ============
Net loss per Common Shares and
  Common Share equivalent ..................................            $     (0.40)            $     (0.12)
                                                                        ============            ============
Weighted average Common Shares and
  Common Share equivalent ..................................              2,720,120               2,502,438
                                                                        ============            ============

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 (DEFICIT) (Unaudited)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997,
THE YEAR ENDED DECEMBER 31, 1996,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO SEPTEMBER 30, 1997
<S>                                    <C>                     <C>                   <C>                  <C>          <C>
                                                                                                                           Deficit
                                           Series A               Series B                                               Accumulated
                                        Preferred Stock         Preferred Stock        Common Stock       Additional      During the
                                       -----------------       -----------------     -----------------     Paid-in       Development
                                       Shares     Amount       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 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 stock 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 stock and Series B 
 Preferred Stock....................                            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    9,986,734

Net loss for the nine month
  Period edn September 30, 1997.....                                                                                     (1,075,804)
                                       --------  ---------     --------  --------   ---------  --------   ----------   -------------
BALANCE, SEPTEMBER 30, 1997.........  2,924,063  $  29,241      354,825  $  3,548   6,023,138  $ 60,231  $17,105,471   $ (1,737,251)
                                       ========  =========     ========  ========   =========  ========   ==========   =============


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 (Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO SEPTEMBER 30, 1997
<S>                                                                            <C>                 <C>                <C>
                                                                                    Nine                 Nine          September 27,
                                                                                   Months               Months        1994 (Date of
                                                                                   Ended                Ended          Inception) To
                                                                                September 30,        September 30,     September 30,
                                                                                   1997                  1996             1997

CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
  Net loss .............................................................       $ (1,075,804)       $   (307,630)       $ (1,737,251)
  Adjustments to reconcile net loss to net cash used in
    development activities:
    Depreciation and amortization ......................................            235,903                --               235,903
    Minority interest in loss of subsidiary ............................             (8,665)               --                (8,665)
    Change in assets and liabilities:
      Prepaid license lease fees .......................................            (44,567)               --               (44,567)
      Due from affiliates ..............................................            (40,127)               --               (44,804)
      Other assets .....................................................            585,396             233,108             575,294
      Accounts payable and other liabilities ...........................           (459,807)               --              (175,963)
      Accrued license lease fees .......................................            121,621                --               121,621
      Accrued consulting fees ..........................................            100,000                                 100,000
                                                                               -------------       -------------       -------------
               Net cash generated (used) in development activities......           (586,050)            (74,522)           (978,432)
                                                                               -------------       -------------       -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in affiliates ..............................................         (1,648,455)               --            (1,648,455)
 Reverse acquisition of WCCI ...........................................             56,582                --                56,582
 Acquisition of CVV, net of cash acquired ..............................           (200,000)                               (200,000)
                                                                               -------------       -------------       -------------
               Net cash used in investing activities ...................         (1,791,873)               --            (1,791,873)
                                                                               -------------       -------------       -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock ...............................          1,800,686                --             1,815,686
  Proceeds from issuance of preferred stock ............................          8,199,314                --             8,199,314
  Proceeds from related party borrowings ...............................             58,960              68,526             445,244
  Payments on related parties borrowings ...............................           (175,319)               --              (175,319)
  Payments on a promissory note ........................................         (2,253,217)                             (2,253,217)
  Borrowings through a promissory note .................................          2,985,600                               2,985,600
                                                                               -------------       -------------       -------------
               Net cash generated by financing activities ..............         10,616,024              68,526          11,017,308
                                                                               -------------       -------------       -------------

NET INCREASE IN CASH ...................................................          8,238,101              (5,996)          8,247,003

CASH AT BEGINNING OF PERIOD ............................................              8,902              15,009                --

CASH AT END OF PERIOD ..................................................       $  8,247,003        $      9,013        $  8,247,003
                                                                               =============       =============       =============
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
 Acquisition of CVV:
   Fair value of assets acquired, including intangible
   contract rights and equipment........................................       $  8,375,492
   Fair value of liabilities assumed ...................................           (878,992)
   Common stock issued .................................................         (3,548,250)
   Preferred stock issued ..............................................         (3,548,250)
   Future payments on acquisition ......................................           (200,000)
                                                                               -------------
               Net cash paid ...........................................       $   (200,000)
                                                                               =============

See notes to consolidated financial statements.
</TABLE>


<PAGE>



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1997
(Unaudited)

1.             Presentation

               On  January  31,  1997,  Wireless  Cable &  Communications,  Inc.
               ("WCCI")  entered  into a  transaction  with  Telecom  Investment
               Corporation  ("TIC"),  pursuant  to which TIC merged with a newly
               formed  wholly-owned  subsidiary  of  WCCI,  NewWCCI,  Inc.  (the
               "Merged  Companies" or the  "Company").  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 "A" 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  "A"  Preferred  Shares.  As a result of the  merger,  the
               former  shareholders and option holders of TIC held approximately
               87.7% of the  voting  power of the Merged  Companies  on a common
               share  equivalent  basis  at the  time of the  merger.  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 was accounted for as a "reverse
               acquisition"  whereby  TIC was deemed to have  acquired  an 87.7%
               interest  on a common  share  equivalent  basis in WCCI using the
               purchase method.  However, WCCI remained 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  September 30, 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  September 30, 1997 and for the full nine
               months and of WCCI and its  subsidiaries  for the period February
               4, 1997  (effective  date of the  acquisition)  to September  30,
               1997.

               The consolidated  financial  statements also include the accounts
               of WCCI  and its  subsidiaries,  including  Auckland  Independent
               Television   Services,   Ltd.   ("AITS"),   Transworld   Wireless
               Television,  Inc.  ("TWTI"),  and Caracas Viva Vision T.V.,  S.A.
               ("CVV"). 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.



<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.             Description of Purchase

               On August 15, 1997,  the Company  completed  the  acquisition  of
               68.14%  of  CVV,   a   Venezuelan   company   which   operates  a
               multi-channel  television  service  (see  Item  5(A)  for a  more
               detailed  description of the transaction).  Based on the terms of
               the  acquisition,  the  transaction  has been  accounted for as a
               purchase  of CVV by  the  Company  for  financial  reporting  and
               accounting purposes.  Accordingly, the consolidated statements of
               operation   include   CVV's   results   since  the  date  of  the
               acquisition.  The Company  revalued  the basis of CVV's  acquired
               assets  and  assumed  liabilities  to fair  value  at the date of
               purchase. The intangible contract rights will be amortized over a
               seven year period.

               The allocation of the $7,496,500  purchase price for the purchase
               of 68.14% of CVV was as follows:

                             
                   Fair value of assets acquired............       $  8,375,492
                   Fair value of liabilities assumed........           (878,992)
                                                                   -------------
                                                                   $  7,496,500
                                                                   =============

               The following unaudited proforma information reflects the results
               of the Company's operations as if the acquisition had occurred at
               the beginning of the period presented  adjusted for the effect of
               recurring  changes  related  to the  acquisition,  primarily  the
               amortization  of  intangible  contract  rights and a reduction of
               depreciation expense due to the write-down to fair value of fixed
               assets.

                                                     Nine Months Ended September
                        
                 Pro forma results                    1997             1996
                                                 -------------     -------------
                           Revenue.............  $    218,595      $    --
                           Net loss............  $ (1,377,931)     $   (307,630)
                           Net loss per common
                           share and common 
                           share equivalent....  $      (0.46)     $      (0.12)



               These  pro  forma  results  have been  prepared  for  comparative
               purposes  only  and do  not  purport  to be  indicative  of  what
               operating  results would have been had the  acquisition  actually
               taken place at the beginning of the periods presented nor do they
               purport to represent  results of future  operations of the merged
               companies.
<PAGE>



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

               A.     MATERIAL CHANGES IN FINANCIAL CONDITION

               At  September  30,  1997,  the  Company  had  current  assets  of
$8,466,416,  compared  to $23,680 at  December  31,  1996,  for an  increase  of
$8,442,736.  Cash increased by $8,238,101  from $8,902 to $8,247,003  during the
nine month period, primarily as a result of the Company selling common stock and
Series A  Preferred  stock to a third party  investor  (see Item 5(B) for a more
detailed description of this transaction) (the "Petrolera  Transaction") and the
receipt of $775,000 of proceeds from the sale of secured  promissory  notes (the
"Notes"),  which are more particularly described in the Company's report on Form
10-KSB for the fiscal year ended December 31, 1996, which  description is hereby
incorporated by reference.  The increase in cash was offset by a decrease due to
the payment of outstanding accounts payable. Current liabilities as of September
30, 1997, were $1,481,905,  compared to $438,557 as of December 31, 1996, for an
increase  of  $1,043,348,  primarily  as a result of assuming  liabilities  in a
transaction  where the Company  purchased  68.14% of a Venezuelan  company which
operates  a  multi-channel  video  system  (see  Item  5(A) for a more  detailed
description of the purchase) (the "CVV Transaction").

               At September 30, 1997, total assets were $19,039,572, compared to
$23,680 as of December 31, 1996, for an increase of $19,015,892. The increase in
total assets was due  primarily to the assets  acquired in the CVV  Transaction,
the proceeds from the sale of equity in the Petrolera  Transaction  and the sale
of additional Notes. Total liabilities  increased $2,908,205 from $670,127 as of
December 31, 1996 to $3,578,332 as of September 30, 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 liabilities  assumed in
the  CVV  Transaction  and  from  the  additional  sale  of  the  Notes.   Total
stockholders'  equity  increased by $16,107,687  from $(646,447) at December 31,
1996, to $15,461,240 at September 30, 1997.

               B.     MATERIAL CHANGES IN RESULTS OF OPERATIONS

               The  Company had  revenues  of $38,648 for the nine months  ended
September  30, 1997 and  generated  $14,542 of gross  profit on these  revenues.
Prior to 1997, the Company did not have revenues.  During the nine months ending
September  30, 1997,  total  operating  expenses  were  $1,016,989,  compared to
$291,310  for the same  nine-month  period a year  earlier,  for an  increase of
$725,679. The increase was due primarily to administrative expenses incurred for
the CVV  Transaction  and the Petrolera  Transaction,  additional  depreciation,
amortization  and  lease  expense  associated  with the  Company's  license  and
intangible rights and the expenses of the CVV operations.

               During the nine months ending September 30, 1997, the Company had
a net loss of $1,075,804, compared to a net loss of $307,630 for the same period
a year  earlier,  for an  increase  of  $768,174.  The  increase  in net loss is
primarily a result of the addition of depreciation and  amortization,  lease and
interest expenses, increase in administrative costs from the CVV Transaction and
the Petrolera  Transaction  and the losses from the CVV operation.  For the nine
months  ended  September  30,  1997,  there was a net loss per common  share and
common share equivalent of $(0.40),  compared to a net loss per common share and
common share equivalent of $(0.12) for the same period a year earlier.

               C.     LIQUIDITY AND CAPITAL RESOURCES

               Prior to September  30, 1997,  the Company  funded its  operating
losses primarily through private equity and debt financings. As of September 30,
1997, the Company had cash totaling  approximately $8.2 million.  Cash in excess
of immediate  requirements is invested in a manner which is intended to maximize
liquidity and return while minimizing investment risk.

               During  the nine month  period  ended  September  30,  1997,  the
Company generated  $8,238,101  compared to a use of approximately  $5,996 during
the same period a year  earlier.  This  increase is cash is primarily due to the
proceeds from the Petrolera Transaction and the Notes.

               Historically,  the  Company's  operations  have not been  capital
intensive and, therefore, its investment in property, plant and equipment during
the periods presented has not been significant. The Company anticipates however,
that its investment in facilities and equipment will increase in the future, due
to the Company's desire to build-out wireless  telecommunications systems in its
market area.

               The  Company  expects  to  continue  to incur  substantial  costs
associated with the build-out of the wireless  telecommunications  systems.  The
Company  anticipates  that its existing cash balances will be sufficient to fund
the operations of the Company for approximately the next two years. However, the
Company may be required or elect to raise  additional  capital before that time.
The Company's actual capital  requirements will depend on many factors,  some of
which are outside the Company's control.


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.   CVV Purchase.
                           On August 15, 1997, the Company purchased 68.14% of a
              Venezuelan  company which operates a multichannel  video system in
              Caracas,  Venezuela.  For a  more  detailed  description  of  this
              transaction,  see the  Company's  report on Form  10-KSB  which is
              hereby incorporated by reference.

              B.   Equity Investment.
                           Effective  August 1, 1997, the Company entered into a
              Stock Purchase Agreement with Petrolera  Argentina San Jorge, S.A.
              ("Petrolera"),  an Argentinean  sociedad  anonima (the  "Petrolera
              Agreement"). A copy of the Petrolera Agreement is attached to this
              report as an exhibit.  Under the terms of the Petrolera Agreement,
              Petrolera  acquired  800,305  common  shares and 526,331  Series A
              preferred shares from the Company in exchange for an investment of
              US $10 million. Of the purchase price, US $7.9 million was paid in
              cash,  and  the  balance  ($2.1  million)  was  paid  through  the
              contribution  by  Petrolera of the $2.1  million  promissory  note
              delivered  to it by the  Company on August 4,  1997.  The terms of
              that  promissory  note  are  more  particularly  described  in the
              Company's  report on Form  10-QSB  for the  period  ended June 30,
              1997.

                           Under  the  terms  of the  Petrolera  Agreement,  the
              Company made certain affirmative covenants, including an agreement
              that it will not take certain  actions  unless  those  actions are
              approved by two-thirds of the Company's board of directors.  These
              actions include certain future issuances of securities,  increases
              in benefits and other remunerations payable to the Company's board
              of directors and  executive  officers,  the  incurrence of certain
              indebtedness,  or the consummation of certain other  transactions,
              including mergers,  consolidations or liquidations of the Company,
              or its  sale  of  all  or  substantially  all  of  its  assets  or
              properties.  In addition,  the Company granted  Petrolera  certain
              preemptive  rights to acquire  additional shares of the Company in
              the  future  and  agreed  to issue  future  equity  securities  to
              Petrolera  in the event the Company  acquires  equity  investments
              from parties specified in the Stock Purchase Agreement.

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

         A.   EXHIBITS.

                  1.  Stock Purchase  Agreement  among the Company and Petrolera
                      Argentina San Jorge, S.A. dated August 1, 1997.

         B.       REPORTS ON FORM 8-K

                                                         None


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




                                  EXHIBIT INDEX



                                                                      Sequential
Exhibit                                                                     Page
Number               Exhibit Description                                  Number

1                    Stock Purchase Agreement                                 --