SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[X]     Annual  Report  pursuant  to Section 13 or 15(d) of the  Securities  and
        Exchange Act of 1934 For the fiscal year ended: December 31, 1996
                                                    or
[  ]    Transition report pursuant to Section 13 or 15(d) of the Securities and 
        Exchange Act of 1934

        For the transition period from:               to               
                                         ------------    --------------

Commission file number:  33-5902-NY

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                         22-2774460     
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                       Identification Number)

210 South Main Street, Suite 900 
Salt Lake City, Utah                                    84111    
---------------------------------------            ----------------
(Address of principal executive offices)              (Zip Code)

Issuer's telephone number, including area code:  (801) 595-0104 

  Micro-Lite Television 9 Exchange Place, Suite 210 Salt Lake City, Utah 84111
                       (Former Name and address of Issuer)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class           Name of each exchange on which registered    
    None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, Par Value $0.001
                    Class A Preferred Stock, Par Value $0.001
                              (Title of Each Class)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 No X

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best or  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ X ]

         The aggregate  market value of voting stock held by  non-affiliates  of
the registrant on February 16, 1999 was $527,698 based on an average bid and ask
price of $0.125.

         The number of shares outstanding of the registrant's  Preferred Class A
Stock on February 16, 1999 was 6,729,166.
                       DOCUMENTS INCORPORATED BY REFERENCE
                        Form 8-K dated November 1, 1996.




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                                      INDEX
                                                                           Page
                                                                          Number
                                     PART I.

Item 1.  Business.                                                             3

Item 2.  Properties.                                                          11

Item 3.  Legal Proceedings.                                                   11

Item 4.  Submission of Matters to a Vote of Security Holders.                 11

                           PART II.

Item 5.  Market for the Registrant's Common Stock and Related
         Stockholder Matters.                                                 11

Item 6.  Selected Financial Data.                                             13

Item 7.  Management's Discussion and Analysis of Financial                    13
         Condition and Results of Operations.

Item 8.  Financial Statements and Supplementary Data.                         15

Item 9.  Changes in and Disagreements with Accountants on                     15
         Accounting and Financial Disclosure.

                           PART III.

Item 10. Directors and Executive Officers of the Registrant.                  15

Item 11. Executive Compensation.                                              16

Item 12. Security Ownership of Certain Beneficial 
         Owners and Management.                                               16

Item 13. Certain Relationships and Related Transactions.                      16

                                    PART IV.

Item 14. Exhibits, Financial Statement Schedules,
         and Reports on Form 8-K.                                             17






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                                     PART I.

All statements contained herein that are not historical facts, including but not
limited to, statements  regarding the Company's plans for future development and
operation of its business,  are based on current expectations.  These statements
are  forward-looking  in nature and involve a number of risks and uncertainties.
Actual results may differ materially.  Among the factors that could cause actual
results to differ materially are the following:  a lack of sufficient capital to
finance  the  Company's  business  plan on terms  satisfactory  to the  Company;
pricing pressures which could affect demand for the Company's  service;  changes
in labor,  equipment and capital costs;  the Company's  inability to develop and
implement new services such as high-speed  Internet access,  two-way multi-media
services and digital  video;  the  Company's  inability to obtain the  necessary
authorizations from the Federal  Communications  Commission ("FCC") for such new
services;  competitive factors, such as the introduction of new technologies and
competitors into the wireless communications  business; a failure by the Company
to attract strategic partners; general business and economic conditions; and the
other risk factors  described  from time to time in the Company's  reports filed
with the  Securities  and Exchange  Commission  ("SEC").  The Company  wishes to
caution  readers  not  to  place  undue  reliance  on any  such  forward-looking
statements,  which  statements  are  made  pursuant  to the  Private  Securities
Litigation Reform Act of 1995, and as such, speak only as of the date made.

ITEM 1. BUSINESS

                                   THE COMPANY

         Superior Wireless Communications,  Inc. (hereinafter referred to as the
"Company" or  "Superior")  is engaged in the business of  accumulating  wireless
cable licenses.  This business  includes the accumulation of certain  Multipoint
Distribution Service (hereinafter referred to as "MDS"), Multichannel Multipoint
Distribution  Service  (hereinafter   referred  to  as  "MMDS"),   Instructional
Television  Fixed  Service  (hereinafter  referred to as "ITFS")  and  Low-Power
Television Station (hereinafter referred to as "LPTV") rights (collectively MDS,
MMDS,  ITFS and LPTV are sometimes  hereinafter  referred to as "Wireless  Cable
Rights" or "Wireless  Cable  Channels").  The Company has wireless cable channel
rights in 7 domestic markets representing  approximately 1.0 million households,
approximately  .8  million  of which  the  Company  believes  can be  served  by
line-of-sight   ("LOS")   transmissions   (which  generally  require  a  direct,
unobstructed  transmission  path from the  central  transmitting  antenna to the
antenna located on the  subscriber's  premises).  The Company has obtained these
rights through purchases,  leases and lease-purchase agreements in the following
domestic markets: Erie, Pennsylvania;  Farmington, Missouri; Harrison, Arkansas;
Marshalltown and Cedar Rapids, Iowa; Columbia,  Kentucky;  and Lewiston,  Idaho.
The Company  intends to construct  wireless  cable systems or wireless  Internet
systems in some of these markets and may lease and/or sell its rights in some of
these markets.

                                   Background

     On December 12, 1991, Marrco Communications,  Inc. (hereinafter referred to
as "Marrco") was founded for purposes of  accumulating  Wireless Cable Rights in
domestic markets.

         On March 14,  1994 in  accordance  with the terms and  provisions  of a
certain Purchase Agreement dated as of March 14, 1994 by and between the Company
and Marrco,  6,500,000 shares of the Company's Common Stock, $.001 par value per
share,  were issued to Marrco or its nominees in consideration of Marrco's sale,
assignment  and  transfer to the Company of all  rights,  title and  interest of
Marrco in and to all  inventory,  contract  rights,  license  rights,  accounts,
furniture,   equipment,   goods,  documents,   instruments,   money,  marketable
securities  and all intangible  assets of every kind and  description of Marrco,
without  exception,  subject to the  assumption  by the Company of all debts and
liabilities of Marrco.  Pursuant to the  Agreement,  the business of the Company
that existed on March 13, 1994 was  distributed  to Monroe Arndt,  the President
and a director of the Company, prior to his resignation on March 14, 1994.

         On October  25,  1996 the name of the  Company  was changed to Superior
Wireless  Communications,  Inc. and each of the 6,004,836  shares of then issued
and outstanding  common stock of the Corporation were exchanged for one share of
preferred  stock  designated as Class A Convertible  Cumulative  Preferred Stock
(the



<PAGE>



"Class A Preferred Stock"),  par value of $.001 per share. The Class A Preferred
Stock carries a ten percent (10%)  dividend,  which may be paid in common stock,
and is convertible  into Common Stock of the Company as of October 25, 1998 (the
"Conversion Date"). The rate of this conversion is dependent on the price of the
Company's Common Stock prior to the Conversion Date. Currently,  the Company has
no common stock outstanding,  therefore the conversion price will most likely be
based upon a price of $1.25 per share.

                                    Overview

         The Company had  originally  targeted  small to mid-size  markets  with
significant  numbers of LOS  households  that do not have access to  traditional
hard-wire  cable.  It was the Company's  intention to construct  wireless  cable
systems within those markets.  Currently,  the Company does not believe that the
financing of wireless cable is feasible, as such, the focus has been switched to
the larger markets of the Company,  like Erie,  Farmington and Cedar Rapids.  In
these markets the Company  believes that it can successfully  launch  high-speed
wireless Internet systems.  Currently, there are a number of different equipment
operators  offering  equipment  to transmit  high-speed  data  signals  over the
Wireless Cable Channels.

                       High-Speed Internet Access Service

Asymmetrical  Internet Access. The Company's high-speed Internet access strategy
is to initially  launch  commercial  operations  in a small number of markets in
order to evaluate the long-term viability and financial returns of the business.
This  technology  will initially  utilize a high-speed  wireless cable modem for
downstream  Internet  access,  while  relying on a telephone  line for  upstream
Internet access.

Two-Way Internet Access. During 1996, various industry participants successfully
tested a two-way wireless  Internet  technology using existing  transmission and
reception  equipment.  This test confirmed that wireless cable  frequencies  are
capable of delivering  two-way Internet access at speeds that are  significantly
faster  than speeds  commonly  available  using  conventional  telephone  lines.
However,  before the Company may begin  offering  two-way  Internet  access on a
commercial  basis,  it must secure  certain  regulatory  approvals from the FCC.
Various  other  wireless  cable  operators  petitioned  the FCC in March 1997 to
expand its digital authorizations to permit two-way transmission. The FCC issued
a Notice of Proposed Rule Making in October of 1997  soliciting  comments on the
proposal.  The comment  period closed in February  1998. The final ruling on the
proposed rule making is currently pending at the FCC. See "Regulation."

                     CERTAIN REQUIREMENTS AND UNCERTAINTIES

The Company has begun planning, it has not introduced high-speed Internet access
service in any of its markets. The Company's ability to introduce these services
on a broad  commercial  basis will depend on a number of factors,  including the
availability  of sufficient  capital,  the success of the Company's  development
efforts,  competitive  factors (such as the  introduction of new technologies or
the entry of competitors with  significantly  greater resources than the Company
and  increased  competition  for the renewal of  programming  and channel  lease
agreements),   the  availability  of  appropriate   transmission  and  reception
equipment on satisfactory terms, the expertise of the Company's management,  and
the Company's ability to obtain the necessary  regulatory  changes and approvals
in a  timely  fashion.  There  is  also  uncertainty  regarding  the  degree  of
subscriber demand for these services,  especially at pricing levels at which the
Company can achieve an attractive  return on investment.  Moreover,  the Company
expects that the market for any such services will be extremely competitive. See
"Competition."

                                INDUSTRY OVERVIEW

Industry Overview

The Internet, a network of hundreds of interconnected,  separately  administered
public and commercial networks,  has emerged as a global  communications  medium
enabling   millions  of  people  to  share   information  and  conduct  business
electronically.  During  the past few  years,  the  number  of  Internet  users,
advertisers and content developers and businesses online has grown dramatically.
With readily available,  low-cost Internet access,  consumers and businesses are
making increased use of Web browsers, electronic mail, corporate



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intranets,  telecommuting, online advertising and electronic commerce. According
to Wireless Broadcasting  Magazine,  there are over 12 million Internet users in
the United States.  According to Jupiter Communications,  the number of Internet
households  worldwide  will grow from an estimated  23.4 million in 1996 to 66.6
million by 2000.  The Company  believes  that this growth in the number of users
will  drive more  substantial  increases  in both  Internet  advertising,  which
International Data Corporation  ("IDC") estimates will grow from $181 million in
1996 to $2.9 billion in 2000,  and Internet  commerce,  which IDC estimates will
grow from $318 million in 1995 to $95 billion in 2000.

Internet usage continues to be stimulated by a number of factors,  including the
emergence  of the World Wide Web,  the  increasing  sophistication  of  Internet
browsers and  Web-enabled  software,  the  availability  of low-cost,  flat-rate
pricing for Internet access and online services,  and the wealth of increasingly
useful information  published on the Internet.  Increased Internet usage and the
availability  of powerful  new tools for the  development  and  distribution  of
Internet content have led to a proliferation of Internet-based services, such as
advertising,  online  magazines,  specialized news feeds,  interactive games and
educational and entertainment applications,  that are increasingly incorporating
multimedia  information  such as video  and  near-CD-quality  audio  clips.  The
Internet has the  potential to become a platform  through  which  consumers  and
businesses easily access rich multimedia information and entertainment, creating
new sources of revenue for advertisers,  content  providers and businesses.  The
growth of Internet  advertising and commerce depends, in part, on the ability of
advertisers and online merchants to deliver a compelling  multimedia  message to
attract viewers and potential customers.

It is estimated that  approximately 40% of US households have personal computers
and that 60% of  businesses  already  have  Internet  access or will have access
within  one year.  Almost  all of the access is  provided  over local  telephone
company circuits,  most of which are limited by current  technology to providing
56 KBPS access. Many telephone companies also offer ISDN telephone service, with
128 KBPS or T-1 lines,  with 1.4 MBPS, but such lines are not available in every
area and are more expensive.  Currently,  the typical Internet user uses a modem
with 14.4 KBPS to 33.6 KBPS capabilities. In early 1997, dial-up modems offering
a peak data transmission  speed of 56 KBPS were introduced for use with ISP/OSPs
over existing  telephone  lines,  although many ISP/OSPs do not yet support this
transmission  speed.  The lack of a  universal  standard  has slowed the rate of
adoption  of  faster  modems.   Integrated  Services  Digital  Network  ("ISDN")
technology  enables a peak data transmission  speed of 128 KBPS between the user
and the ISP/OSP  over  specially  conditioned  telephone  lines.  Although  ISDN
technology has been available for several years, it has not been widely deployed
due primarily to its high costs.  Asymmetric Digital Subscriber Line ("ADSL") is
currently the most prominent  implementation of Digital Subscriber Line ("xDSL")
technology,  an emerging  telecommunications  protocol  originally  developed to
deliver video on demand.  ADSL enables peak data transmission speeds of 8.4 MBPS
downstream  from the ISP/OSP to the user and 640 KBPS  upstream from the user to
the ISP/OSP;  however,  typical implementations realize substantially lower data
transmission  speeds.  ADSL access is priced  significantly  above other  access
services  and is not  expected to be widely  available  in the near term.  Cable
modem technology offers data transmission at speeds of 10 MBPS downstream and 10
MBPS  upstream,  with  speeds  comparable  to wireless  available  only in those
metropolitan  areas where  hybrid  fiber-coaxial  ("HFC")  cable is installed at
significant cost. The perceived  advantage of cable modem access to the Internet
is the availability of current infrastructure.  However,  businesses,  which are
the heaviest users of Internet services,  are not typically wired for cable, and
cable  companies  are already  laden with debt and are burdened  with a negative
consumer perception.

Satellite-delivered  approaches  such  as  direct  broadcast  satellite  ("DBS")
currently  provide  a peak data  transmission  speed of  approximately  400 KBPS
downstream  and rely on dial-up  modems and the  telephony  network for upstream
transmission ("telephone return"). These approaches have scaling limitations due
to the  necessity  of  dividing a finite  amount of  satellite  bandwidth  among
subscribers  in a  broad  geographic  area.  Other  wireless  offerings  rely on
ground-based radios instead of satellites.  Such offerings include  multichannel
multipoint  distribution service ("MMDS"),  low power television stations in the
VHF bandwidth ("LPTV") and local multipoint distribution service ("LMDS"), which
are one-way and two-way  high-bandwidth  wireless digital broadcasting  systems,
respectively.  MMDS and LMDS are not yet widely available,  require unobstructed
"line-of-sight"  transmission  paths and may require  additional radio frequency
spectrum  allocations,  an  entirely  new  distribution  infrastructure  and new
equipment (including specialized radio modems).



<PAGE>



Competition

The  markets  for  consumer  and  business   Internet   services  are  extremely
competitive,  and the Company  expects that  competition  will  intensify in the
future.  The  Company's  most  direct  competitors  in these  markets  are ISPs,
national long distance  carriers and local exchange  carriers,  wireless service
providers, OSPs and Internet content aggregators.  Many of these competitors are
offering (or may soon offer) technologies that will attempt to compete with some
or all of the Company's  high-speed data service  offerings.  Such  technologies
include Integrated Services Digital Network ("ISDN") and Digital Subscriber Line
("xDSL").   The  Company  also  competes  with  other  wireless,   telephone  or
cable-based data services.  The bases of competition include transmission speed,
reliability of service, ease of access, price/performance,  ease-of-use, content
quality, quality of presentation, timeliness of content, customer support, brand
recognition and operating  experience.  ISPs,  such as BBN Corporation  ("BBN"),
Earthlink   Network,   Inc.   ("Earthlink"),    MindSpring   Enterprises,   Inc.
("MindSpring"),  Netcom On-Line  Communications  Services,  Inc.  ("Netcom") and
PSInet Inc. ("PSInet"),  provide basic Internet access to residential  consumers
and businesses, generally using existing telephone network infrastructures. This
method is widely available and inexpensive. Barriers to entry are low, resulting
in a highly  competitive  and fragmented  market.  Long distance  inter-exchange
carriers,  such as AT&T Corp. ("AT&T"), MCI Communications  Corporation ("MCI"),
Sprint Corporation  ("Sprint") and WorldCom,  Inc.  ("WorldCom"),  have deployed
large-scale  Internet  access  networks  and sell  connectivity  to business and
residential customers. The regional Bell operating companies ("RBOCs") and other
local  exchange  carriers have also entered this field and are  providing  price
competitive services,  and cable television companies are also offering Internet
access.   Many  of  such   carriers   are  offering   diversified   packages  of
telecommunications  services,  including Internet access service, to residential
customers and could bundle such services together, which could place the Company
at a competitive disadvantage.

Wireless  service  providers,  including  AT&T and Hughes Network  Systems,  are
developing  wireless  Internet  connectivity,  such as  multichannel  multipoint
distribution  service,   local  multipoint   distribution  service  and  digital
broadcast  satellite.  OSPs  include  companies  such as  America  Online,  Inc.
("America Online"), CompuServe Corporation ("CompuServe"), Microsoft's Microsoft
Network ("MSN"),  Prodigy,  Inc.  ("Prodigy") and WebTV Networks Inc.  ("WebTV")
(which has agreed to be acquired by Microsoft)  that provide,  over the Internet
and on proprietary online services,  content and applications  ranging from news
and sports to consumer video conferencing. These services are designed for broad
consumer access over telecommunications-based  transmission media, which enables
the provision of data services to the large group of consumers who have personal
computers with modems.  In addition,  they provide basic Internet  connectivity,
ease-of-use and consistency of environment.  In addition to developing their own
content  or  supporting  proprietary  third-party  content  developers,   online
services often  establish  relationships  with  traditional  broadcast and print
media outlets to bundle their content into the service, such as the relationship
of Microsoft with NBC to provide  multimedia  news and  information  programming
over both cable television and MSN.

Content  aggregators  seek to provide a "one-stop"  shop for Internet and online
users. Their success depends on capturing audience flow,  providing  ease-of-use
and offering a range of content that appeals to a broad audience. Their business
models are  predicated on attracting  and retaining an audience for their set of
offerings.  Leading  companies in this area include America Online,  CompuServe,
Excite, Inc. ("Excite"),  Microsoft and Yahoo! Inc. ("Yahoo!").  In this market,
competition  occurs in acquiring  both content  providers and  subscribers.  The
principal bases of competition in attracting  content  providers include quality
of demographics, audience size, cost- effectiveness of the medium and ability to
create differentiated experiences using aggregator tools. The principal bases of
competition in attracting  subscribers  include  richness and variety of content
and ease of access to the desired content.  The proprietary online services such
as America  Online,  CompuServe  and MSN have the advantage of a large  customer
base, industry experience, many content partnerships and significant resources.

Many cable system  operators have developed their own  cable-based  services and
market those services to unaffiliated  cable system  operators that are planning
to deploy data services.  Several cable system operators,  including Time Warner
Inc.  ("Time Warner") and the  Continental  Cablevision  subsidiary of U S WEST,
Inc. ("US West"),  have deployed  high-speed Internet access services over their
existing  local HFC cable  networks.  Specifically,  Time  Warner,  which is the
second  largest  cable company in the United  States,  has  established  its own
cable-based ISP with proprietary  content,  called Road Runner, which features a
variety of Time Warner



<PAGE>



publications  and services.  Time Warner plans to market the RoadRunner  service
through  Time  Warner's  own  cable  systems  as well as to other  cable  system
operators  nationwide.  Continental  Cablevision  has developed  another service
called Highway One, which offers  high-speed  Internet  services to its existing
customers. Others that have publicly announced limited-area trials for their own
cable-based   Internet   services  include   Adelphia,   BellSouth   Corporation
("BellSouth") and Jones  Intercable,  Inc. ("Jones  Intercable").  Some of these
companies such as Time Warner have their own substantial libraries of multimedia
content and the other competitors could establish  strategic  relationships with
content  providers,  which could  provide  them with a  significant  competitive
advantage.

Many of the Company's  competitors and potential  competitors have substantially
greater financial,  technical and marketing resources,  larger subscriber bases,
longer  operating  histories,  greater  name  recognition  and more  established
relationships  with  advertisers and content and application  providers than the
Company.  Such  competitors  may be able to undertake more  extensive  marketing
campaigns,  adopt more aggressive pricing policies and devote substantially more
resources to developing  Internet  services or online  content than the Company.
There can be no assurance that the Company will be able to compete  successfully
against current or future competitors or that competitive pressures faced by the
Company will not materially  adversely affect the Company's business,  operating
results or financial  condition.  Further, as a strategic response to changes in
the competitive  environment,  the Company may make certain pricing,  service or
marketing decisions or enter into acquisitions or new ventures that could have a
material  adverse  effect  on  the  Company's  business,  operating  results  or
financial condition.

Regulatory Environment

The  Company's  services  are  subject to  current  regulations  of the  Federal
Communications  Commission  (the "FCC") with  respect to the use of its wireless
access.  In  addition,  changes in the  regulatory  environment  relating to the
Internet  connectivity  market,  including  regulatory changes that, directly or
indirectly,  affect  telecommunications costs, limit usage of subscriber-related
information or increase the likelihood or scope of competition from the RBOCs or
other telecommunications companies, could affect the prices at which the Company
may sell its services. For example,  regulations recently adopted by the FCC are
intended to subsidize  Internet  connectivity  rates for schools and  libraries,
which could affect demand for the Company's services. The Company cannot predict
the impact, if any, that future  regulation or regulatory  changes might have on
its business.

Business Strategy

The Company plans on offering wireless applications to access the Internet.  The
opportunity for this  application over a wide area became available in 1996 when
a wireless  downstream  application  for  Internet  access was  announced.  This
technology  is built around a headend  (Point of Presence or "POP") that is then
connected to a microwave transmitter located in the 2.5-2.7 GHz-bandwidth range.

Although the one-way system works well, it is a "downstream" only  transmission.
A  customer  is  still  tethered  to a phone  line  through  an ISP to  transmit
information onto the Internet backbone.  The return information is then obtained
by high-speed return. Recently,  however, newer technology has provided wireless
two-way  applications.  With wireless  two-way a customer  eliminates  the phone
companies  altogether  and is  provided  high-speed  up and down the  pipe.  The
customer's  computer  is  always on the  Internet  with  virtually  no delays in
downloading  any file.  The  two-way  system  also opens the door to  telephone,
videoconferences, and a wide- range of other applications.

In the Company's view:

     ; There is a huge and rapidly growing market demand for high-speed Internet
       access that will be satisfied by the Company's wireless products.
     ; Two-way wireless solutions provide a high growth-potential.
     ; The Company's  wireless  approach has a  potentially  national and global
       application.
     ; Wireless applications can cut infrastructure cost by as much
       as 50%, thus reducing equipment cost dramatically.



<PAGE>



     ; The market focus of the Company will be small to mid-size  businesses and
       high-end Internet users.

Wireless Network Solutions

The Company plans on providing high-speed wireless Internet access to businesses
and high-end  individual users. Such primary targets are Multiple Dwelling Units
(apartments,   condominiums),   commercial  buildings,  and  telecommuters.  The
application of each of these units is better shown by example than discussion.

A large  apartment  complex  or condo will be linked to the  Company's  wireless
two-way  headend  and ISP rather  inexpensively.  Then cable is run to each unit
within the building,  similar to phone or cable  wiring.  Each of those units is
now ready to receive the Company's  signal and an individual  secure link to the
Internet.  As the  Company  will  become  the  customer's  ISP as well as  their
high-speed  access provider and Web host, the customer  eliminates  second phone
line charges,  ISP fees and the necessity to purchase a traditional phone modem.
For about the same cost per month, that user can receive  high-speed access with
savings  that  the  Company  contends  can't be  matched  by any  other  service
available today.

Another  example  of  high-end   Internet  use  is  the  growing   telecommuting
industry--the home-office user that must have high-speed access.

Internet Service Provider

Wireless  Internet access solutions will be the core of the Company's  business.
The  sales  forecasts  made by the  Company  made it clear,  however,  that most
business  executives  want a full service  provider.  The Company  believes that
businesses  generally want an Internet  provider that has the ability to address
all  Internet  needs in full.  The Company  plans on offering  the full array of
Internet services to its customers.

The  Company  believes  that the dial-up  subscribers  are  important.  They may
eventually want to upgrade as they become more active on the Internet and as the
price of wireless modems fall.

Marketing

Although  the  Company  expects the bulk of its new  subscribers  will come from
acquisition,  local  sales  and  marketing  are  also  an  integral  part of the
Company's  growth  plan.  Local  marketing  will  give the  Company  brand  name
recognition that will lead to wireless system sales.

The Company's ISP marketing  strategy is built around local  activity with local
radio, TV, newspapers, and retail computer stores.

Web Development, Design, and Hosting

Web sites are business tools that can  dramatically  improve  customer  service,
expand  marketing  efforts,  and reduce  marketing  and  support  cost.  It is a
relatively low maintenance and profitable business.

Product and Services

The Company will provide a wide array of Internet and data services ranging from
basic  single-user  dial-up  accounts  to web  hosting  and design to  elaborate
corporate data transfer  solutions.  In basic terms,  the Company will provide a
connection  to the  Internet  and various  related  services  to help  companies
promote their business on the Internet.

The Company's  quality and reliable  service  begins with its  connection to the
Internet.  In each of its operating markets, a high-speed  connection to a major
Internet backbone provider will be part of the Company's system.

The  Point-of-Presence  ("POP") is where the data is routed between the Internet
and local  users.  The  Company's  POPs will use the  latest in  technology  and
equipment from manufacturers which include Unix and



<PAGE>



NT servers, Cisco routers, digital modems by Ascend and Lucent Technologies, and
computer  hardware  by Sun  Microsystems,  Dell  Computer,  and other  reputable
manufacturers.

Dial-Up Connections

The simplest  connection to the Internet is the dial-up account.  This method of
service  connects  the  user to the  Internet  through  the  use of a modem  and
standard telephone line.  Currently,  users can connect via dial-up at speeds up
to  56  KBPS.   The  Company  will  support  these  users  through  the  use  of
sophisticated  modem banks at the POP that send data through a router and out to
the Internet. The Company will support the higher speed 56K and ISDN connections
with state-of-the-art digital modems. With a dial-up connection, a user can gain
access to the Internet for e-mail, World Wide Web ("WWW"), FTP, newsgroups,  and
a variety of other useful applications.

User-to-Modem Ratio

A dial-up  connection  requires  the use of a modem on the  customer  side and a
modem at the POP. The customer  normally owns his or her modem. The modem at the
POP side of the connection is owned and maintained by the ISP. These modems come
in a chassis,  or "bank," that holds multiple modems, such as the Ascend 4000 or
Portmaster PM3. Each time a dial-up customer connects, he or she uses one of the
limited number of modems at the POP. Once all the modems are in use,  subsequent
users will get busy signals.  Most ISPs maintain a user-to-modem ratio of 8-to-1
to 12-to-1.  ISPs using a higher  ratio will most  likely  have users  that,  at
times, cannot connect to the POP or must wait for modems to become available for
use.  The  Company  plans to  maintain a  user-to-modem  ratio that is below the
industry average of 10-to-1.

Dedicated Dial-up Connections

For the user who needs to be connected  immediately  to the Internet 100% of the
time,  the  Company  will offer  dedicated  dial-up  connections.  This  service
basically sets aside one dial-up modem for the customer,  guaranteeing  that the
customer can always get a connection when needed.

Web Hosting Services

Web  hosting is in essence  the rental of space on a server that has a full-time
connection  to the  Internet.  The  Company  will host a  customer's  Web space,
allowing  access to it by customers,  employees,  suppliers,  etc. 24- hours per
day,  seven days a week.  As part of the  service,  the Company will apply for a
virtual  domain  (www.yourcompany.com)  for its customers  through  InterNIC,  a
company that registers and verifies domain names. The application  process takes
24 to 48 hours to  complete.  When the domain  name is  registered,  the Company
reserves a portion of hard disk space on one of its servers  where the  customer
can  upload  the web page.  The page has its own  address  and can be reached by
anyone on the Internet at any time.  Virtual  hosting  also allows  companies to
assign e-mail addresses with their own domain name.

The Market

The Internet and Internet Access.  The growth of the Internet is well documented
and perhaps the greatest growth industry in the history of the World.

     ; Growth in the Internet is about 10% per month.
     ; Every two seconds the Internet has a new subscriber.
     ; Use of the Internet file search and retrieving tool is currently  growing
       at 1,000 percent  annually.
     ; There are more than 10 million host computer
       systems connected to the Internet. 
     ; Transactional commerce on the Internet is estimated at $2 billion  today,
       and by the year 2002 will be at $300 billion.
     ; User population of the Internet is approaching over 100 million people.

Business Integration in a World of Wireless E-Commerce. Global villages, virtual
communities,  information superhighways,  and gigabit networks have been used to
describe the world where teleconferencing,  interactive television,  traditional
on-line information services, and public telephone systems converge. The



<PAGE>



U.S.  information services market is huge, and its shift toward digital media is
a change of monumental proportions. Today's communication networks are not ready
to meet the demands being placed upon them. The trend towards  digital  delivery
will require improvements to the underlying communication infrastructure.

Telecommuting, Telephony, and Video Conferencing. Integration is not confined to
interconnecting  a  corporation's  major  locations.  With  the  use of  laptop,
palmtop,  and notebook  computers on the rise, there is an increasing  demand to
provide  access to corporate  networks  while  employees  are at home and on the
road. Demand for remote access will continue to grow and increase the demand for
modems, routers, and cellular communications software and hardware.

A conservative  estimate by the Rochester  Institute of  Technology's  Office of
Distance  Learning  shows that 5.5 million  people are  presently  working  from
remote offices.  According to the Gartner Group, telecommuting and in-band video
conferencing  is expected to expand from such base to  approximately  30 million
users  in the  USA by the  year  2000.  Additionally,  the  U.S.  Department  of
Transportation estimates that fifteen percent (15%) of the USA workforce will be
utilizing  telecommuting and in-band  conferencing by the year 2002.  Therefore,
the growth in that  marketplace  is  expected  to be  dramatic  as  corporations
understand  the benefits to management  through the increase in  employees'  (1)
morale,  (2)  flexibility,  (3) reduced  office  costs and (4)  compliance  with
federal standards. The Telecommunications Act, recently passed by Congress, will
clear the way for telecommuting to become commonplace.

The World Wide Web. The World Wide Web is the  multimedia  part of the Internet.
It is the primary system used on the Internet to find and transfer  information.
It has, moreover, become (with the exception of e-mail) the most popular and the
most promising and active source for business use.

The Web offers incredible diversity for business, education,  communication, and
entertainment.  Web pages are  available on the Internet in tens of thousands of
styles and  subjects,  with almost as many  reasons for posting them on the Web.
For example, there are thousands of sites in each of these subject areas:
     ;   Commercial, Shareware, Freeware software
     ;   Business, marketing, commerce
     ;   Finance, stock market, corporate information
     ;   K-12 education
     ;   Online books
     ;   Online magazines
     ;   Government sites  and information
     ;   Legal information
     ;   Health and medical information
     ;   Daily and categorized news
     ;   Travel/booking/ticketing information and purchase
     ;   Reference books
     ;   Scientific sites covering archeology through zoology
     ;   History
     ;   Museums and libraries

Virtually  all  knowledge  in the history of mankind may someday  soon be on the
Web. For example, the Vatican has started to download images of 150,000 original
documents  dating from as early as the second century A.D. on the Internet.  The
Securities and Exchange Commission maintains free Internet access to its library
of corporate records.

Last year Web-based transactions came to nearly $20 billion and online retail to
$2.74 billion in sales. By 2003 the U.S.  Department of Commerce  estimates that
figure could reach $115 billion.

Market Strategy

The Company views market share within the delivery of high-speed Internet access
as extremely fragmented.  Competitive firms and industry view Internet access as
a by-product of their core business.  Cable and Satellite's  primary mission is,
of course, television delivery; RBOC's mission is the delivery of long distance



<PAGE>



and local phone service. Wireless cable companies (whose frequencies may be used
for Internet access) are awash in debt and unable to add product value.

The Company  believes that it has immense  opportunities  for acquisition in the
ISP area,  thus  providing  an expanded  subscriber  base,  local  phone  lines,
equipment,  offices,  and technicians.  ISPs are available now because most were
started  several years ago by technically  oriented  people who had little or no
marketing or sales skills.

Employees

The Company currently has only one employee.

ITEM 2. PROPERTIES

         The Company  currently  rents  approximately  300 square feet of office
space for its offices in Utah,  under a rental  arrangement  with the  Company's
Vice  President.  The rent is  accrued  at a rate of $500 per  month and will be
converted  into  stock of the  Company  at the time  that the  Company  receives
adequate financing to move forward with its development plans.

ITEM 3. LEGAL PROCEEDINGS

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         None.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock is trading on the Over-the-Counter  Bulletin
Board under the symbol  "SUWL".  As of February  17,  1999,  the Company had 748
holders of record.  The following table sets forth, on a per share basis for the
period shown as adjusted for a  thirty-for-one  reverse  stock split  enacted on
March 13, 1994,  the high and low bid and prices of the Common Stock as reported
on the OTC Bulletin Board.

                                                     Closing
                                                    Bid Price 
                                                  High       Low
Fiscal Year Ended December 31, 1994
         First Quarter (1)  .  .  .  .  .  .  .   $2.00     $2.00
         Second Quarter   .  .  .  .  .  .  .     $2.00     $2.00
         Third Quarter   .  .  .  .  .  .  .  .   $2.00     $0.75
         Fourth Quarter .  .  .  .  .  .  .  .    $1.00     $0.75
Fiscal Year Ended December 31, 1995
         First Quarter .  .  .  .  .  .  .  .     $0.875    $0.75
         Second Quarter   .  .  .  .  .  .  .     $0.875    $0.75
         Third Quarter  .  .  .  .  .  .  .  .    $0.75     $0.50
         Fourth Quarter   .  .  .  .  .  .  .     $0.75     $0.25
Fiscal Year Ended December 31, 1996
         First Quarter .  .  .  .  .  .  .  .     $0.75     $0.375
         Second Quarter.  .  .  .  .  .  .  .     $0.375    $0.375
         Third Quarter  .  .  .  .  .  .  .  .    $0.375    $0.25
         Fourth Quarter   .  .  .  .  .  .  .     $0.25     $0.25



<PAGE>


                                                     Closing
                                                    Bid Price 
                                                  High       Low
Fiscal Year Ended December 31, 1997
         First Quarter .  .  .  .  .  .  .  .  .$0.25        $0.0625
         Second Quarter.  .  .  .  .  .  .  .  .$0.0625      $0.0625
         Third Quarter  .  .  .  .  .  .  .  .  $0.0625      $0.0625
         Fourth Quarter   .  .  .  .  .  .  .  .$0.0625      $0.03125
Fiscal Year Ended December 31, 1998
         First Quarter .  .  .  .  .  .  .  .  .$0.0625      $0.03125
         Second Quarter.  .  .  .  .  .  .  .  .$0.0625      $0.03125
         Third Quarter  .  .  .  .  .  .  .  .  $0.0625      $0.03125
         Fourth Quarter   .  .  .  .  .  .  .  .$0.0625      $0.03125
Fiscal Year Ended December 31, 1994
         First Quarter (1)  .  .  .  .  .  .  .  $6.50       $6.50
         Second Quarter   .  .  .  .  .  .  .  . $6.50       $3.00
         Third Quarter   .  .  .  .  .  .  .  .  $5.00       $1.75
         Fourth Quarter .  .  .  .  .  .  .  .  .$1.75       $1.50
Fiscal Year Ended December 31, 1995
         First Quarter .  .  .  .  .  .  .  .  . $1.75       $1.50
         Second Quarter   .  .  .  .  .  .  .  . $1.75       $1.50
         Third Quarter   .  .  .  .  .  .  .  .  $1.75       $1.00
         Fourth Quarter .  .  .  .  .  .  .  .  .$1.75       $1.00
Fiscal Year Ended December 31, 1996
         First Quarter .  .  .  .  .  .  .  .  .  .  .       $1.001.75
         Second Quarter (through April 30, 1996) $1.00       $1.00
         Third Quarter   .  .  .  .  .  .  .  .  $1.00       $0.75
         Fourth Quarter .  .  .  .  .  .  .  .  .$0.75       $0.50
Fiscal Year Ended December 31, 1997
         First Quarter .  .  .  .  .  .  .  .  . $0.50       $0.25
         Second Quarter.  .  .  .  .  .  .  .  . $0.25       $0.25
         Third Quarter  .  .  .  .  .  .  .  .  .$0.25       $0.25
         Fourth Quarter   .  .  .  .  .  .  .  . $0.25       $0.25
Fiscal Year Ended December 31, 1998
         First Quarter .  .  .  .  .  .  .  .  . $0.25       $0.25
         Second Quarter.  .  .  .  .  .  .  .  . $0.25       $0.10
         Third Quarter  .  .  .  .  .  .  .  .  .$0.25       $0.10
         Fourth Quarter   .  .  .  .  .  .  .  . $0.25       $0.10

(1) Adjusted for a thirty-for-one reverse common stock split effective March 13,
1994.

         The Company has never declared or paid any cash dividends on the Common
Stock and does not presently intend to pay cash dividends on the Common Stock in
the  foreseeable  future.  The Company intends to retain any future earnings for
reinvestment in its business.




<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

         The selected  historical  financial data presented below as of December
31,  1995 and 1996 and for the  years  ended  December  31,  1995 and 1996  were
derived from the consolidated  financial  statements of the Company,  which were
audited by Smith & Company,  independent certified public accountants, and which
are included elsewhere in this Form 10-KSB. This selected consolidated financial
data should be read in conjunction with "Management's Discussion and Analysis of
Financial  Condition and Results of Operations"  and the Company's  consolidated
financial  statements  (including the notes thereto) included  elsewhere in this
Form 10-KSB.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Overview

         The Company has wireless  cable channel  rights in 8 small to mid-sized
wireless cable markets. The Company has obtained these rights through purchases,
leases and lease-purchase  agreements in the following  domestic markets:  Erie,
PA; Bowling Green, KY; Columbia,  KY; Cedar Rapids, IA; Marshalltown,  IA; Idaho
Falls, ID; Farmington, MO; and Harrison, AR.

         The Company was  incorporated on July 24, 1984 in Nevada as Diversified
Ventures, Ltd. On March 27, 1987 the name was changed to M.V.I.D.  International
Corporation.  On April 6, 1994 the name was  changed to  Micro-Lite  Television.
Prior to March 14, 1994 the Company  sold an  automobile  anti-theft  protection
system to customers through an arrangement with dealerships,  principally in New
Jersey.  On March 16, 1994 the Company  acquired the assets and  liabilities  of
Marrco Communications, Inc. ("Marrco") and is continuing the business activities
of Marrco. Prior business operations were assumed by the former President of the
Company.  Marrco was founded on December 12, 1991 for  purposes of  accumulating
Wireless Cable Rights in domestic markets.

Results of Operations for the Two Years Ended December 31, 1996

Revenues

         The Company currently does not have any ordinary and significant source
of revenues.  However, the Company occasionally sells some of its wireless cable
channels  rights.  The Company  recorded  revenues of $300,00 for the year ended
December 31, 1996,  compared with sales of $542,692 for the year ended  December
31,  1995.  The 1996  revenue was derived  from one sale to Wireless  One,  Inc.
Nearly all of the 1995 revenue was the result of sales of wireless cable license
rights,  specifically  the  sale of the Des  Moines  market  channel  rights  to
Heartland  Wireless Systems,  Inc.  accounted for over 90% of this revenue.  The
gross revenues decreased by 44.7% from 1995 to 1996.

Cost of Sales

         The cost of sales for the period  ended  December 31, 1996 was equal to
$107,394 that  represented the book value of the licenses sold in the year. This
is compared to cost of sales of $18,759 in the year ended December 31, 1995.

Selling, General and Administrative Expenses

         The Company incurred total selling, general and administrative expenses
("SG&A") of $759,775 for the year ended  December 31, 1996.  This  represents an
increase of 4% of SG&A from the period ended December 31, 1995 of $732,481.  The
SG&A in the year ended  December  31, 1994 was equal to  $910,429.  The decrease
from 1994 to 1995 is  attributable  to reduction in staff sizing and the closing
of the Company's office in California.




<PAGE>



Depreciation and Amortization

         Depreciation  and amortization for the year ended December 31, 1996 was
equal to $146,008,  an increase of 7% from the prior year. The  depreciation was
equal to  $40,965  and  amortization  was equal to  $95,460  for the year  ended
December 31, 1995. The amortization for the year was attributable to the cost of
certain leases that are being amortized over the life of the lease.

Interest Expense

         The  Company  incurred  interest  expense  of $94,452 in the year ended
December  31,  1996.  This is an  increase of 47% from the  interest  expense of
$64,394 in the year ended December 31, 1995.  The interest  expense for the year
ended  December 31, 1995 is primarily  attributable  to the loan from  Heartland
(See "Business - Recent Transactions and Acquisitions - Heartland") and interest
on the amount due to a related party detailed below.

Income Tax Benefit

         The Company  currently has net operating  loss  carryforwards  equal to
approximately  $3,000,000.  Approximately  $1,000,000 of this net operating loss
was carried  forward from the business of Marrco and is limited  under  Internal
Revenue Code Section 381.  This limits the use of this portion of the  Company's
net operating loss  carryforward to approximately  $70,000 per year. The Company
has not  recognized  any of this tax benefit as an asset due to  uncertainty  of
future income.

Net Loss

         During 1996, the Company recorded a net loss of  $(1,216,364).  For the
year ended December 31, 1995, the Company posted a net loss of $(705,312).

Liquidity and Capital Resources

         The Company had a working  capital deficit of $2,508,822 as of December
31, 1996 compared to a working  capital deficit of $1,605,917 as of December 31,
1995.  Approximately  $621,798 of the current liabilities represent amounts owed
to related  parties,  in particular to the Company's  President and wholly owned
corporations  of the  President of the Company.  The Company  currently  has few
sources of working capital other than related parties and asset sales

Certain Indebtedness

         Convertible  Notes.  On December 21, 1994,  the Company began a private
placement of certain  Convertible Notes which entitled the purchasers to convert
the notes into common stock of the Company at a conversion price of $.875. As of
December 31, 1994,  the Company had received  gross proceeds of $51,000 from one
individual. During the first quarter of 1995, the Company received an additional
$150,000 from four other  individuals  in exchange for  Convertible  Notes.  The
Notes have terms  varying from six months to one year and bear an interest  rate
of ten percent (10%). The Company is delinquent on the payment of these loans.

Income Tax Matters

         The Company files a separate tax return for its subsidiaries  which are
partnerships  all of which have been  liquidated  as of December 31,  1995.  The
Company has had no material state or Federal income tax since its inception.  As
of  December  31,  1995,  the  Company had  approximately  $2.75  million in net
operating loss  carryforwards  for tax purposes,  expiring in years 2006 through
2010.  The Internal  Revenue Code of 1986, as amended (the  "Code"),  limits the
amount of loss carryforwards that a company can use to offset future income upon
the occurrence of certain  changes in ownership.  As a result of the purchase of
Marrco and the subsequent  issuance of shares of the Company's common stock, the
Company has undergone  more than a 50% change in ownership and will therefore be
limited in its  utilization of its tax loss  carryforwards.  About $1 million of
the net operating loss carryforward is subject to this limitation.



<PAGE>



Inflation

         The Company's  Management does not believe that inflation has had or is
likely to have any significant  impact on the Company's  operations.  Management
believes  that the Company will be able to increase  subscriber  rates after its
wireless  systems are  launched,  if necessary,  to keep pace with  inflationary
increases in costs.

Other

         The  Company  does  not  provide   post-retirement  or  post-employment
benefits  requiring charges under Statements of Financial  Accounting  Standards
Nos. 106 and 112.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                                                                          PAGE

Independent Auditors Report .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   F-1

Consolidated Balance Sheets as of December 31, 1996 and 1995 .  . .  .  . F-2

Consolidated Statements of Operations for the three years ended
         December 31, 1996    .  .  .  .  .  .  .  .  .  .  .  .  .  .    F-3

Consolidated Statements of Changes in Stockholders Equity
         for the three years ended December 31, 1996  .  .  .  . .  .  .  F-4

Consolidated Statements of Cash Flows for the three years
         ended December 31, 1996  .  .  .  .  .  .  .  .  .  .  ..  .     F-5

Consolidated Notes to the Financial Statements .  .  .  .  .  .  .  .     F-6

Consolidated General and Administrative Expenses
         for the three years ended December 31, 1996.  .  .  .  .  . .    F-13

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Name                   Age    Position
         Jon R. Marple          30     Interim Chairman and President.
                                       Vice President, Chief Financial Officer
                                       and Director since October 16, 1996.
         Brooks M. Freeman      53     Director since October 16, 1996.

         Dr. Charles Bartell    73     Director since March 14, 1994.  Director
                                       of Marrco since its inception in 1991.




<PAGE>



ITEM 11. EXECUTIVE COMPENSATION

                                                                        All
                                           Annual                     Other
Name and Principal Position           Compensation              Compensation
Jon Richard Marple                    $ 72,000 (1)                     none

(1)  $38,000 of this annual compensation was accrued and not paid as of February
     17, 1999.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

                      Name and Address          Amount and Nature of     Percent
Title of Class       of Beneficial Owners       Beneficial Ownership    of Class

Preferred Series A   Jon H. Marple & 
                     Mary E. Blake
                     3419 Via Lido, Suite 619
                     Newport Beach, CA  92663       2,892,354 (1)(2)       42.3%

Security Ownership of Management

                      Name and Address         Amount and Nature of     Percent
Title of Class       of Beneficial Owners      Beneficial Ownership    of Class

Preferred Series A   Jon Richard Marple
                     1405 Crescent Road
                     Park City, UT  84060                  254,250         3.8%


Preferred Series A   Brooks M. Freeman
                     634 Cribbs Drive
                     Coppell, TX  75019                    115,500         1.7%


Preferred Series A   Charles Bartell
                     43 Canyon Drive
                     Newport Beach, CA  92663               28,000         0.4%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


None




<PAGE>



                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      Documents Filed as Part of the Report

                  1.       Financial Statements

The following financial statements are filed as part of this Form 10-K:

                                                                           PAGE

Independent Auditors Report .  .  .  .  .  .  .  .  .  .  .  .  .  .  .     F-1

Consolidated Balance Sheets as of December 31, 1996, 1995 and 1994 .  .  .  F-2

Consolidated Statements of Operations for the three years ended
         December 31, 1996    .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   F-3

Consolidated Statements of Changes in Stockholders Equity
         for the three years ended December 31, 1996  .  .  .  .  .  .  .   F-4

Consolidated Statements of Cash Flows for the three years
         ended December 31, 1996  .  .  .  .  .  .  .  .  .  .  .  .  .     F-5

Consolidated Notes to the Financial Statements .  .  .  .  .  .  .  .  .    F-6

Consolidated General and Administrative Expenses
         for the three years ended December 31, 1996.  .  .  .  .  .  .     F-13

                  2.       Financial Statement Schedules

         None

                  3.       Exhibits

         None

         (b)      Reports on Form 8-K

                  Dated November 1, 1996




<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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,  on the 17th day of
February, 1999.

                                  Superior Wireless Communications, Inc.



                            By: 
                                           Jon Richard Marple
                                           Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed on the 17th day of February  1999,  by the following
persons in the capacities indicated:

   Signature                                            Title



                                               Chairman of the Board,
Jon Richard Marple                             Director and President
                                               (Principal Executive Officer
                                               and Principal Financial Officer)


                                               Director
Brooks M. Freeman



                                               Director
Charles Bartell





<PAGE>


                                 SMITH & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                        CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF                              10 WEST 100 SOUTH
     CERTIFIED PUBLIC ACCOUNTANTS                  SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF                                TELEPHONE:     (801) 575-8297
     CERTIFIED PUBLIC ACCOUNTANTS                  FACSIMILE:     (801) 575-8306



Board of Directors
Superior Wireless Communications, Inc.
Salt Lake City, Utah


                          INDEPENDENT AUDITOR'S REPORT


We have  audited  the  accompanying  consolidated  balance  sheets  of  Superior
Wireless Communications,  Inc. (a development stage company) and subsidiaries as
of  December  31,  1996 and 1995,  and the related  consolidated  statements  of
operations,  changes in stockholders' equity, and cash flows for the years ended
December 31,  1996,  1995,  and 1994,  and for the period of April 1, 1994 (date
Company  re-entered  development  stage) to December 31, 1996.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Superior Wireless
Communications,  Inc. and subsidiaries as of December 31, 1996 and 1995, and the
results of their  operations,  changes in stockholders'  equity,  and their cash
flows for years ended  December 31, 1996,  1995, and 1994, and for the period of
April 1, 1994 (date Company  re-entered  development stage) to December 31, 1996
in conformity with generally accepted accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole.  The  information  in Schedule 1 is presented  for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the audit of the basic financial  statements,  and in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole..



                                                    CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
January 22, 1998


                                       F-1

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS


     ASSETS
<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                          1996                    1995     
                                                                     ---------------        ----------------
CURRENT ASSETS
<S>                                                                  <C>                    <C>             
  Cash in bank                                                       $         1,197        $          7,019
  Receivable - employee                                                            0                     500
  Marketable securities (Note 16)                                                  0                     906
  Prepaid expenses                                                               417                     334
                                                                     ---------------        ----------------

                                 TOTAL CURRENT ASSETS                          1,614                   8,759

PROPERTY AND EQUIPMENT (Notes 1 and 7)                                       105,803                 254,571

OTHER ASSETS
  Organization costs (Note 1)                                                      0                     450
  Notes receivable - other (Note 8)                                                0                       0
  Deposits                                                                     2,825                   7,824
  Licenses and other (Note 14)                                             1,250,263               1,360,138
                                                                     ---------------        ----------------

                                   TOTAL OTHER ASSETS                      1,253,088               1,368,412
                                                                     ---------------        ----------------

                                                                     $     1,360,505        $      1,631,742
                                                                     ===============        ================

    LIABILITIES AND
    STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                   $       152,419        $         84,870
  Accrued liabilities                                                        814,992                 768,762
  Notes payable (Note 15)                                                    907,800                 176,000
  Income taxes payable                                                         1,800                     800
  Deferred income taxes (Note 10)                                                  0                       0
  Current maturities of capital leases (Note 11)                              11,627                  12,684
  Payable - related parties (Note 4)                                         621,798                 571,560
                                                                     ---------------        ----------------

                             TOTAL CURRENT LIABILITIES                     2,510,436               1,614,676

  Contingent liabilities (Note 17)                                                 0                       0

LONG-TERM DEBT (Note 11)                                                           0                  11,627
                                                                     ---------------        ----------------

                                     TOTAL LIABILITIES                     2,510,436               1,626,303

Minority interest in
  subsidiaries (Note 6)                                                            0                       0

SHAREHOLDERS' EQUITY (Note 18)
  Common stock, $.001 par value;
    Authorized 50,000,000 shares;
    Issued and outstanding 0 shares,
    5,816,427 in 1995                                                              0                   5,816
  Class A Convertible Cumulative Preferred Stock,
    $.001 par value:
    Authorized 15,000,000 shares;
    Issued and outstanding 6,004,836 shares, 0 in 1995                         6,005                       0

  Additional paid-in capital                                               2,110,925               2,050,120
  Retained earnings (deficit)                                             (3,266,861)             (2,050,497)
                                                                     ---------------        ----------------

                           TOTAL STOCKHOLDERS' EQUITY                     (1,149,931)                  5,439
                                                                     ---------------        ----------------

                                                                     $     1,360,505        $      1,631,742
                                                                     ===============        ================
</TABLE>

See Notes to the Consolidated Financial Statements.

                                                  F-2

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                            Years ended December 31,                   4-1-94 to
                                                                     1996             1995              1994A          12-31-96B  
                                                                -------------     -------------    --------------    -------------
<S>                                                             <C>               <C>              <C>               <C>          
   Sales                                                        $     300,600     $     542,692    $       17,229    $     860,521
   Cost of sales                                                      107,394            18,759                 0          126,153
                                                                -------------     -------------    --------------    -------------
                                                GROSS PROFIT          193,206           523,933            17,229          734,368

   Costs associated with abandoned projects                           273,849           207,700            90,025          571,574
   Loss on investments                                                      0            21,695           103,994          125,689
   Unrealized (increase) decline in value of securities                     0           (68,422)           68,422                0
   Bad debt (Note 8)                                                  133,686           134,172                 0          267,858
   General and administrative expenses (Schedule 1)                   759,775           732,481           910,429        2,402,685
   Depreciation and amortization (Note 13)                            146,008           136,425           141,474          423,907
   Interest and bank charges (net of interest income)                  94,452            64,394            49,769          208,615
                                                                -------------     -------------    --------------    -------------
                                                                    1,407,770         1,228,445         1,364,113        4,000,328
                                                                -------------     -------------    --------------    -------------

   Net (loss) before other items                                   (1,214,564)         (704,512)       (1,346,884)      (3,265,960)

DISCONTINUED OPERATIONS
   Income from discontinued operations                                      0                 0            15,020                0
                                                                -------------     -------------    --------------    -------------

   Net (loss) before income taxes                                  (1,214,564)         (704,512)       (1,331,864)      (3,265,960)

   Income tax expense (benefit) (Note 10)                               1,800               800           (26,800)         (24,200)
                                                                -------------     -------------    --------------    -------------

   Net (loss) before minority interest                             (1,216,364)         (705,312)       (1,305,064)      (3,241,760)

   Minority interest in partnership losses                                  0                 0           110,000          110,000
                                                                -------------     -------------    --------------    -------------

                                                  NET (LOSS)    $  (1,216,364)    $    (705,312)   $   (1,195,064)   $  (3,131,760)
                                                                =============     =============    ==============    =============

EARNINGS (LOSS) PER COMMON SHARE
   (Loss) before other items                                    $        (.20)    $        (.13)   $         (.31)
   Income from discontinued operations                                    .00               .00               .00
   Minority interest in losses                                            .00               .00               .03
                                                                -------------     -------------    --------------

   Net (loss)                                                   $        (.20)    $        (.13)   $         (.28)
                                                                =============     =============    ==============

   Weighted average number of common shares used to
     compute net (loss) per weighted average share                  5,935,128         5,486,985         4,281,672
                                                                =============     =============    ==============
</TABLE>


A   Consists of development  stage operation except for income from discontinued
    operations in the amount of $15,020.
B Date company re-entered the development stage.

See Notes to the Consolidated Financial Statements.

                                       F-3

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        December 31, 1996, 1995 and 1994


<TABLE>
<CAPTION>
                                                      Common Stock          Cumulative Preferred     Additional        Retained
                                                     Par Value $.001           Par Value $.001           Paid-in       earnings
                                                   Shares     Amount          Shares     Amount          Capital       (deficit)  
                                                 ----------  ----------    ----------  ----------    --------------  -------------
<S>                                               <C>        <C>                       <C>                           <C>           
Balances at 12/31/93                              1,075,807  $    1,076                $             $       78,924  $    (106,670)
   Net liabilities assumed by former officer                                                                 11,650
   Issuance of common stock for new
     business at $.26 per share (Note 5)          4,033,310       4,033                                   1,101,863        (43,451)
   Issuance of common stock to settle
      debt at $4.00 per share (Note 15)             100,000         100                                     399,900
   Issuance of common stock for services at
     $.001 per share                                 45,000          45
   Sale of common stock at $2.00 per share          216,763         217                                     433,309
   Issuance of common stock for stock
     subscription(1)                              1,000,000       1,000                                   1,939,000
   Issuance of common stock for prepaid
      expense(1)                                     70,000          70                                      99,930
   Minority interest transactions                                                                         2,844,259
   Net partnership distributions                                                                         (3,134,180)
   Stock canceled (1)                            (1,070,000)     (1,070)                                 (2,038,930)
   Stock canceled                                   (58,459)        (59)                                    (79,774)
   Net loss for year                                                                                                    (1,195,064)
                                                 ----------  ----------    ----------  ----------    --------------  -------------
Balances at 12/31/94                              5,412,421       5,412                                   1,655,951     (1,345,185)
   Stock canceled                                    (6,750)         (7)                                     (4,272)
   Issuance of common stock for expenses
     at $.009 per share                              75,565          76                                         624
   Issuance of common stock to settle debt
     at $1.19 per share                             335,191         335                                     397,738
   Minority interest transactions                                                                           200,000
   Net partnership distributions                                                                           (199,921)
   Net loss for year                                                                                                      (705,312)
                                                 ----------  ----------    ----------  ----------    --------------  -------------
Balances at 12/31/95                              5,816,427       5,816                                   2,050,120     (2,050,497)
   Correction to number of shares issued
     in 1994 for new business                        64,038          64                                         (64)
   Issuance of common stock for services
     at $.03 per share                               75,000          75                                       2,175
   Issuance of common stock for assets
     at $.75 per share                               25,333          25                                      18,975
   Issuance of common stock for assets
     at $.75 per share                                6,667           7                                       4,994
   Issuance of common stock for assets
     at $2.00 per share                              17,371          18                                      34,725
   Exchanged common stock for
     Cumulative preferred 10/25/96               (6,004,836)     (6,005)    6,004,836       6,005
   Net loss for year                                                                                                    (1,216,364)
                                                 ----------  ----------    ----------  ----------    --------------  -------------
Balances at 12/31/96                                      0  $        0     6,004,836  $    6,005    $    2,110,925  $  (3,266,861)
                                                 ==========  ==========    ==========  ==========    ==============  =============
</TABLE>




See Notes to the Consolidated Financial Statements.

                                       F-4

<PAGE>

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                            Years ended December 31,                   4-1-94 to
                                                                     1996             1995              1994           12-31-96A  
                                                                -------------     -------------    --------------    -------------
OPERATING ACTIVITIES
<S>                                                             <C>               <C>              <C>               <C>           
   Net (loss)                                                   $  (1,216,364)    $    (705,312)   $   (1,195,064)   $  (3,131,760)
   Adjustments to reconcile net (loss) to net cash
     (required) by operating activities:
       Cash remaining with prior business                                   0                 0           (72,632)               0
       Stock issued for expenses                                        2,200               700                45            2,945
       Stock issued to retire partnership debt                              0           198,920                 0          198,920
       Deferred tax (decrease)                                              0                 0            (7,200)         (19,600)
       Bad debt                                                       133,686           134,172                 0          267,858
       Depreciation and amortization                                  146,008           136,425           143,473          423,907
       Unrealized (gain) loss on securities                                 0           (68,422)           68,422                0
       Book value of abandoned assets                                       0                 0            90,025           90,025
       Minority interest items                                              0                79          (110,000)        (109,921)
   Changes in assets and liabilities:
       Prepaid expenses                                                   (83)            4,292            (1,196)           2,013
       Accounts receivable                                                500              (500)             (293)               0
       Notes receivable - other                                             0                 0            12,047           12,047
       Related party receivables                                            0                 0           344,142          344,142
       Deposits                                                         4,999            (5,000)            6,038            6,761
       Accounts payable                                                67,549           (21,513)           82,158          116,003
       Accrued liabilities                                             46,230          (120,987)          528,617          451,615
       Income taxes                                                     1,000            (2,400)           (2,400)          (3,800)
                                                                -------------     -------------    ---------------   -------------
                                      NET CASH (REQUIRED) BY
                                        OPERATING ACTIVITIES         (814,275)         (449,546)         (113,818)      (1,348,845)
INVESTING ACTIVITIES
   Purchase of securities                                                   0                 0          (207,625)        (207,625)
   Sale of securities                                                     906           206,719                 0          207,625
   Acquisition of licenses                                                  0           (55,097)                0          (55,097)
   Disposition (purchase) of property, plant and equipment             38,193           (25,270)          (57,196)         (43,723)
                                                                -------------     -------------    --------------    -------------
                             NET CASH PROVIDED (REQUIRED) BY
                                        INVESTING ACTIVITIES           39,099           126,352          (264,821)         (98,820)
FINANCING ACTIVITIES
   Loans - other                                                      731,800           165,000            51,000          947,800
   Loans - related parties                                             50,238           565,920           302,060          918,218
   Loan repayments - other                                            (12,684)          (52,685)           (9,113)         (74,482)
   Loan repayments - related parties                                        0          (375,131)          (62,935)        (416,643)
   Sale of common stock (refunds)                                           0            (4,279)           29,526           25,247
   Cash of business acquired                                                0                 0           121,135          121,135
   Net partnership distributions                                            0                 0           (72,413)         (72,413)
                                                                -------------     -------------    --------------    -------------
                                        NET CASH PROVIDED BY
                                        FINANCING ACTIVITIES          769,354           298,825           359,260        1,448,862
                                                                -------------     -------------    --------------    -------------
                                      (DECREASE) IN CASH AND
                                            CASH EQUIVALENTS           (5,822)          (24,369)          (19,379)           1,197

   Cash and cash equivalents at beginning of year                       7,019            31,388            50,767                0
                                                                -------------     -------------    --------------    -------------
                                   CASH AND CASH EQUIVALENTS
                                              AT END OF YEAR    $       1,197     $       7,019    $       31,388    $       1,197
                                                                =============     =============    ==============    =============
A Date Company re-entered development stage
Supplemental Disclosures of Cash Flow Information 
  Cash paid during the year for:
     Interest                                                   $      79,778     $      52,657    $       41,869    $     174,304
     Income taxes                                                         800             2,400             2,400            5,600
</TABLE>

Noncash Investing and Financing Activities
   During 1993, Marrco acquired  equipment under capital leases in the amount of
   $50,737 and acquired channel licenses by issuing a note payable for $400,000.
   During 1994,  the note was paid by issuing  100,000  shares of the  Company's
   common stock and 25,000  warrants to purchase the  Company's  common stock at
   $4.00 per share. During 1994, the Company acquired $600,000 of channel rights
   by issuing a note payable to a related party. During 1995, the Company issued
   62,500 shares of its restricted common stock to retire a liability associated
   with the  acquisition  of $125,000 of licenses.  The Company also acquired an
   additional  $319,850  of  licenses  and  other  assets by  incurring  accrued
   liabilities  of the same  amount.  The Company  expects to retire most of the
   $319,850 of liabilities with common stock.

See Notes to the Consolidated Financial Statements.

                                       F-5

<PAGE>
                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994


NOTE 1:      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Business Activity:
             The Company was incorporated on July 24, 1984 in Nevada as Ventures
             Diversified,  Ltd.  On March  27,  1987 the  name  was  changed  to
             M.V.I.D.  International Corporation.  On April 6, 1994 the name was
             changed  to  Micro-Lite  Television.  Prior to March  14,  1994 the
             Company  sold  an  automobile   anti-theft   protection  system  to
             customers through an arrangement with  dealerships,  principally in
             New Jersey.  On March 16, 1994 the Company  acquired the assets and
             liabilities  of  Marrco  Communications,  Inc.  ("Marrco")  and  is
             continuing  the  business  activities  of  Marrco.  Prior  business
             operations  were  assumed by the former  President  of the Company.
             Since Marrco is a development  stage  company,  the Company is once
             again in the  development  stage  effective  April 1,  1994 when it
             began continuing the operations of Marrco.  On October 25, 1996 the
             name was changed to Superior Wireless Communications, Inc.

             Financial Statement Presentation
             The  statements of operations  for the year ended December 31, 1994
             include  the  activities  of the  Company  through  March 31,  1994
             (listed as income from discontinued operations) and the activity of
             Marrco and  subsidiaries  for the  period of April 1, 1994  through
             December 31, 1994.

             Accounting Methods:
             The Company  recognizes  income and  expenses  based on the accrual
             method of accounting.

             Revenue Recognition:
             Revenue  is  recognized  when  cash  or  other  value  is  actually
             received.  In the  case  of  revenue  recognition  on the  sale  of
             licenses or leases (See Note 8) revenue is recognized  when the FCC
             grants  licenses  and the  Company  has the  right to  receive  the
             revenue.  Until the FCC approval is received,  the Company reflects
             the transaction as deferred revenue.

             Principles of Consolidation:
             The consolidated  financial  statements include the accounts of the
             Company and the following partnerships in which the Company was the
             general partner:  Boston Wireless Cable Television Partners,  L.P.,
             Worcester Wireless Cable Television Partners,  L.P., and Micro-Lite
             Television of Des Moines. All significant intercompany balances and
             transactions   have   been   eliminated   in   consolidation.   All
             partnerships were dissolved prior to December 31, 1995.

             Earnings (Loss) Per Share
             Earnings  (loss)  per share  amounts  are  calculated  based on the
             weighted average number of shares outstanding during the periods.

             Organization costs:
             Organization costs were amortized over a five year period.

             Property and Equipment
             Property and equipment are depreciated  over their estimated useful
             lives.  Assets  financed  under capital  leases are amortized  over
             their  estimated  useful  lives,  or the lease term,  whichever  is
             shorter.   Depreciation   and   amortization   are  computed  using
             straight-line  methods  over an  estimated  life  of five to  seven
             years.

             Cash and Cash Equivalents
             For financial statement purposes,  the Company considers all highly
             liquid  investments  with an original  maturity of three  months or
             less when purchased to be cash equivalents.

             Income Taxes:
             The Company  records the income tax effect of  transactions  in the
             same year that the  transactions  enter into the  determination  of
             income,  regardless of when the transactions are recognized for tax
             purposes.
             Tax credits are recorded in the year realized.

             The Company  utilizes the liability method of accounting for income
             taxes as set forth in Statement of Financial  Accounting  Standards
             No.  109,  "Accounting  for Income  Taxes"  (SFAS  109).  Under the
             liability  method,  deferred  taxes  are  determined  based  on the
             difference between the financial  statement and tax bases of assets
             and  liabilities  using enacted tax rates in effect in the years in
             which the differences are expected to reverse. An allowance against
             deferred  tax assets is  recorded  when it is more  likely than not
             that such tax benefits will not be realized.

                                       F-6

<PAGE>
                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        December 31, 1996, 1995 and 1994

NOTE 2:      DEVELOPMENT STAGE COMPANY - MANAGEMENT'S PLANS

             The Company has been in the development stage since the acquisition
             of Marrco as  described  above.  The  Company  intends,  subject to
             adequate financing, to engage primarily in one line of business: to
             acquire,  construct  and/or  operate  one or  more  wireless  cable
             television systems. Subject to adequate financing and the existence
             of suitable opportunities,  the Company may also become involved in
             the business of  acquiring,  constructing,  consulting  with and/or
             operating,  low power  television  broadcast  stations  ("LPTV") or
             other communications related businesses.

             Management  feels  that  sales of a  portion  of the  licenses  and
             rights,  and loans from  related  parties and others  will  provide
             sufficient  working  capital to enable the Company to continue as a
             going  concern  and develop its  intended  operations.

NOTE 3:      CAPITALIZATION

             On March  16,  1994 the  Company  effected  a 1 share  for 30 share
             reverse  stock split.  The split  reduced  outstanding  shares from
             32,272,000  to  1,075,807.  At May 31,  1994 the  Company  was owed
             $2,000,000 for 1,000,000  shares of its common stock. An investment
             certificate  bearing interest at 5 and 3/4% due in April,  1999 had
             been received to pay for the stock.  The certificate was treated as
             a stock subscription.

             The stock subscription was canceled prior to December 31, 1994.

             The  Company  is  negotiating  for the  return  of the  1,000,000
             shares.  The  1,000,000  shares have been treated as canceled for
             accounting   purposes  as  of  December  31,  1994.  The  Company
             recovered 650,000 of the 1,000,000 shares and is prepared to take
             legal action if necessary  to recover the other  350,000  shares.
             The Company has had its stock transfer agent place stop orders on
             the share  certificates  in question and does not treat the stock
             as outstanding.

             On October 25, 1996,  each of the  6,004,836  shares of then issued
             and outstanding  common stock of the Corporation were exchanged for
             one share of  preferred  stock  designated  as Class A  Convertible
             Cumulative   Preferred  Stock,  par  value  $.001  per  share,  10%
             dividend, which may be paid in common stock.

NOTE 4:      RELATED PARTY TRANSACTIONS

             The  officers  and  directors  of the Company are involved in other
             business  activities  and may,  in the future,  become  involved in
             other business  opportunities.  If a specific business  opportunity
             becomes  available,  such  persons may face a conflict in selecting
             between the Company and their other business interests. The Company
             has not formulated a policy for the resolution of such conflicts.

             At December 31, 1996 the Company owed  $621,798 to related  parties
             ($571,560 at December 31, 1995) for loans and sales to and payments
             made on behalf of the  Company  and  accrued  salaries.  During the
             period  ended  December  31,  1994 the  Company  purchased  certain
             channel lease  agreements  from a related  party for $600,000.  The
             Company considers the transaction to be an arms-length transaction.

NOTE 5:      ACQUISITION OF NEW BUSINESS

             On March 16, 1994 the Company  issued  4,000,000  shares to acquire
             all of the assets  and  liabilities  of Marrco as well as  Marrco's
             general  partnership  interest  in the Boston,  Worchester  and Des
             Moines limited  partnerships.  The Company also reserved  2,500,000
             shares of its common stock for an employee stock option plan. Later
             an additional 33,310 shares related to making the distribution even
             to the  Boston  partners  were  issued.  The  transaction  has been
             treated as a purchase for accounting purposes.

NOTE 6:      MINORITY INTEREST IN SUBSIDIARIES

             The   Company   was  the   general   partner  in  several   limited
             partnerships,  one of which was still  active  as of  December  31,
             1994. The ownership interests vary. As general partner, the Company
             controlled the partnerships.  All subsidiaries were dissolved prior
             to December 31, 1995.

                                       F-7

<PAGE>
                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        December 31, 1996, 1995 and 1994


NOTE 7:      PROPERTY AND EQUIPMENT

             Property  and  equipment  as of December  31, 1996 and December 31,
             1995 are detailed in the following summary:

<TABLE>
<CAPTION>
                                                                       Net Book Value    
                                     Cost        Depreciation        1996          1995  
                                  ----------   ----------------   ----------    ---------
<S>                               <C>          <C>                <C>           <C>      
           Furniture              $   29,601   $         16,151   $   13,450    $  39,147
           Equipment                  63,473             40,635       22,838       56,676
           Vehicles                   50,737             38,585       12,152       24,836
           Other                      14,333              1,230       13,103       22,242
           Transmission Equipment     74,190             29,930       44,260      111,670
                                  ----------   ----------------   ----------    ---------

                                  $  232,334   $        126,531   $  105,803    $ 254,571
                                  ==========   ================   ==========    =========
</TABLE>

        Depreciation  expense for the period ended December 31, 1996 was $44,511
        ($40,965 in 1995 and $33,360 in 1994). The Company  currently has excess
        office  equipment and furniture stored until it needs it. The assets are
        currently not being depreciated.  The stored assets represent 10% of the
        net book value of all property and equipment.

NOTE 8:               NOTES RECEIVABLE - OTHER

        At December 31, 1994,  the Company was owed $860,000 for the sale of the
        MMDS  (wireless  cable)  licenses and the  assignment of ITFS leases for
        Baton Rouge, Louisiana. Deferred revenue associated with this receivable
        was  $725,828 at  December  31,  1994.  The  collection  of this note is
        contingent upon certain action by the Federal Communications  Commission
        ("FCC"). During 1995, the FCC did not take the necessary action required
        for collection of the note.  The  receivable  and deferred  revenue were
        charged to operations in 1995 as a bad debt.  The Company will recognize
        revenue if the receivable is collected in future years.

NOTE 9:               SALES CONCENTRATION AND REVENUE

        During 1996,  sales of licenses to one entity accounted for 99% of total
        sales (92% in 1995).

NOTE 10:              INCOME TAXES

        Components of income tax expense  (benefit) for the years ended December
        31, 1996, 1995 and 1994 are summarized as follows:


<TABLE>
<CAPTION>
                                            12/31/96                           12/31/95        12/31/94   
                             Current        Deferred           Total             Total           Total    
                         -------------    ------------    -------------     -------------    -------------
<S>                      <C>              <C>             <C>               <C>              <C>          
           Federal       $           0    $          0    $           0     $           0    $           0
           State                 1,800               0            1,800               800          (26,800)
                         -------------    ------------    -------------     -------------    -------------

                         $       1,800    $          0    $       1,800     $         800    $     (26,800)
                         =============    ============    =============     =============    =============
</TABLE>

        The actual tax expense differs from the "expected" tax expense  computed
        by applying the federal and state corporate tax rates as follows:

        Computed "expected" tax                                 $          0
        State income tax expense (net of federal tax benefit)          1,800
                                                                ------------

                                                                $      1,800

        Deferred income taxes result from timing  differences in the recognition
        of revenue  and  expense  items for income tax and  financial  statement
        purposes  and also from  differences  between  tax basis and fair market
        value of various assets.

                                       F-8

<PAGE>
                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        December 31, 1996, 1995 and 1994

NOTE 10:    INCOME TAXES (continued)

        At December  31, 1996,  the Company has the  following  approximate  net
        operating loss amounts which expire as follows:
<TABLE>
<CAPTION>
                                          Expiration Date                            Amount                 
               Year of Loss       Federal    California   Utah         Federal     California        Utah   
              -------------    -----------   ----------  ----------  -----------  -------------  -----------
<S>           <C>              <C>           <C>         <C>         <C>          <C>            <C>        
              12/31/91         12/31/2006    12/31/98*               $     1,500  $         750  $         0
              12/31/92         12/31/2007    12/31/97                    291,200        145,600            0
              12/31/93         12/31/2008    12/31/98                    316,700        158,350            0
              03/31/94         12/31/2009    12/31/99                    390,100        195,050            0
              06/30/92          06/30/2007                               126,100              0            0
              06/30/94          06/30/2009   06/30/99                    342,400        171,200            0
              06/30/95          06/30/2010   06/30/2000   06/30/2015     766,800        111,200      544,400
              12/31/95         12/31/2015    12/31/2000   12/31/2015     454,800         68,200      318,400
              12/31/96          12/31/2016   12/31/2001   12/31/2016   1,198,000        179,700      838,600
                                                                      ----------      ---------    ---------
                                                                     $ 3,887,600  $   1,030,050  $ 1,701,400
                                                                     ===========  =============  ===========
</TABLE>

        *California   has  recently   reinstated  NOL  carryovers  and  extended
        expiration dates for certain years.

        The net  operating  loss amounts for 1991 through  3/31/94 were acquired
        from Marrco.  The Internal Revenue Code of 1986, as amended,  limits the
        amount of this loss  carryforward  that the  Company  can use in any one
        year to offset  future  income.  The  Company  has  resumed  filing on a
        calendar year basis.

        The Company  also has a capital  loss  carryforward  of  $112,141  which
        expires  6/30/2000  and a capital  loss  carryforward  of $13,548  which
        expires 12/31/2000.

        At December 31, 1996, the Company has a deferred tax asset in the amount
        of $0. There is a potential asset of approximately  $562,000  calculated
        on future  reduction  of income  taxes based on using the net  operating
        loss  carryforward.  This  amount  has  been  reserved  100%  due to the
        Company's history of losses. Management of the Company believes that the
        Company will realize  sufficient income in the future to utilize the net
        operating loss carryforwards.  However,  since future income can only be
        estimated, there is not sufficient basis for recognition of any deferred
        tax asset at this time.

NOTE 11:      CAPITAL LEASES

        Leases  payable at  December  31,  1996 are  detailed  in the  following
        summary:

                                Interest             Principal Balances      
                                  Rate            Current        Long-term   

            Southwest Leasing      0%          $      7,064   $             0
            Southwest Leasing      0%                 4,563                 0
                                               ------------   ---------------

                                               $     11,627   $             0
                                               ============   ===============

        Scheduled principal reductions of leases payable are as follows:

                        1997                       $    11,627
                                                   -----------
                                                   $    11,627

        The leases relate to two vehicles. Included in property and equipment is
        $50,737 of  equipment  under  capital  leases.  The related  accumulated
        depreciation is $38,585 at December 31, 1996.

                                       F-9

<PAGE>
                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        December 31, 1996, 1995 and 1994


NOTE 12:    OPERATING LEASES

        The Company has  various  operating  leases.  The Company  conducts  its
        operations at facilities  under a lease which expired  April,  1997. The
        Company  leases  equipment and licenses  under  noncancelable  operating
        leases  expiring  through  2005.  Several  of the  leases  have  renewal
        options.  The scheduled  lease payments below do not include the renewal
        periods.  Rent expense for the year ended  December 31, 1996 was $70,953
        and was $62,694 in 1995 and $58,091 in 1994.

        Scheduled lease payments are as follows:

                        1997                       $    69,819
                        1998                            60,930
                        1999                            51,975
                        2000                            49,650
                        Thereafter                      36,400
                                                   -----------
            Net lease payments                     $   268,774
                                                   ===========

NOTE 13:    AMORTIZATION EXPENSE

        Included in  amortization  expense for 1994 was $105,960  related to the
        Boston  partnership that was charged to expense when the partnership was
        terminated.

NOTE 14:    LICENSES AND OTHER

        The Company owns and leases various MMDS, ITFS and LPTV (wireless cable)
        licenses to operate in various cities. A summary is as follows:

                                                       1996             1995  
                                                   -------------     -----------
                     License acquisition costs     $     397,053     $   797,562
                     Engineering costs                     4,950           9,141
                     Tower deposit                             0           1,800
                     Commercial channel licenses         253,945          56,320
                     ITFS licenses                        19,315          20,315
                     LPTV rights and licenses            575,000         475,000
                                                   -------------     -----------

                                                   $   1,250,263     $ 1,360,138
                                                   =============     ===========

         The above  amounts are net of  amortization  of $178,452  ($95,010  for
         1995).

NOTE 15:             NOTES PAYABLE

         At December 31,1995, $176,000 is owed to five entities. One loan in the
         amount of $10,000 is past-due as of August,  1995. It bears interest at
         10% and was  convertible  to shares of the  Company's  common  stock at
         $.875 per share prior to February 20, 1996. (The loan was not converted
         to stock). A loan for $25,000 is past-due as of October, 1995. It bears
         interest at 10% and was  convertible to common shares of the Company at
         $.875  per  share  but was not  converted.  A loan  for  $25,000  bears
         interest at 10%, is due May 1996 and is  convertible  to the  Company's
         common stock at $.875 per share. One loan for $15,000 bears interest at
         10% and is due October, 1996. The loan may be converted into $30,000 of
         stock in another  entity  currently  held in escrow for the  Company or
         into the  Company's  common  stock at $.875 per share.  The  conversion
         period expires in October,  1996. A note in the amount of $51,000 bears
         interest at 10%. It matured December 30, 1995, but remains unpaid.  The
         note  and  any  accrued  interest  was  convertible  to  shares  of the
         Company's  common stock at a price of $.875 per share any time prior to
         December  20,  1995,  at the  option  of the  lender.  The note was not
         converted. Another $50,000 was loaned to the Company by the same entity
         that loaned the $51,000. The $50,000 was due January,  1996 and remains
         unpaid. The Company issued 50,000 shares to the entity for interest and
         late-fees. Additional notes in the amount of 731,800 were issued during
         1996, bearing interest at 12%.

                                      F-10

<PAGE>
                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        December 31, 1996, 1995 and 1994


NOTE 16:             MARKETABLE SECURITIES

         18,775 shares of the common stock of CAI Wireless Systems, Inc. ("CAI")
         were sold in 1995. After such sale, the Company held 100 shares (18,875
         at December  31,1994).  Cost and market  value of the stock at December
         31, 1995 was $906.  The market  value of the CAI stock at December  31,
         1994 was  $139,203.  Cost was  $207,625.  The  investment is carried at
         market  value in  accordance  with FAS #115.  At December  31, 1994 the
         carrying value was reduced by $68,422 which was charged to expense.

NOTE 17:             CONTINGENT LIABILITIES

         Marrco,  since the  acquisition  of its assets and  liabilities  by the
         Company,  had  a  judgment  levied  against  it  for  a  total  sum  of
         approximately  $34,000.  The Company has not accrued any liability with
         respect to this  judgment as it disclaims  any  responsibility  to this
         judgment  since it was  levied  after the  purchase  of the  assets and
         liabilities  of Marrco.  The  Company  may have some  exposure  to this
         liability should it be pursued to pay this judgment.

         As  mentioned  in Note 3, the Company may have to take legal action to
         recover  350,000  shares  of  its  common  stock.  A  shareholder  has
         threatened to initiate legal action to retain the 350,000 shares.  The
         Company believes the action has no merit since the transaction did not
         provide any benefit to the Company as represented. The Company has had
         its stock transfer  agent place stop orders on the share  certificates
         in question and does not treat the stock as outstanding.

NOTE 18:             STOCK OPTION PLAN AND WARRANTS

         At December 31, 1996, the Company has set aside 2,500,000 shares of its
         common stock for an incentive  stock option plan  established by Marrco
         in  1993.  These  options  were  fully  vested  as of the  date  of the
         Company's  acquisition of Marrco. The exercise price is $.88 per share.
         None of the stock  options  have been  exercised.  The  options  expire
         December 28, 1998. At December 31, 1996,  there are outstanding  66,667
         warrants to purchase  66,667 shares of common stock at $4.50 per share.
         The  warrants  expire  on July 16,  1997.  There  are also  outstanding
         300,000 redeemable Class "B" common stock purchase warrants to purchase
         common stock at a price of $2.00 per share and 25,000  redeemable Class
         "C" common  stock  purchase  warrants  with a price of $4.00 per share.
         These warrants expire March 31, 1999 and couldn't be exercised prior to
         June 16, 1994.

NOTE 19:             SUBSEQUENT EVENTS

         Debt Settled with Common Stock
         During March of 1996,  the Company  amended two lease  agreements.  One
         agreement  will allow the  Company to settle  $190,000  of  obligations
         associated with its Farmington, Missouri lease by issuing 25,333 shares
         of  its  common  stock  and  17,417  share  of  Series  "C"  Cumulative
         Convertible Preferred Stock of WIN-TV by December 7, 1996. If the stock
         is not issued by that date, the Company is obligated to pay cash in the
         amount of the  greater of  $190,000  or the  market  value of the above
         described stock on the date of default. The second agreement allows the
         Company to settle $50,000 of obligations  related to its Harrison lease
         by issuing  6,667 shares of its common stock and 4,583 shares of Series
         "C"  Cumulative  Convertible  Preferred  Stock of WIN-TV by December 7,
         1996. If the stock is not issued by that date, the Company is obligated
         to pay cash in the amount of the greater of $50,000 or the market value
         of  the  above  described  stock  on  the  date  of  default.  In  both
         situations,  the  Company  issued the  required  number of its  shares.
         However,  the planned  acquisition of WIN-TV shares was never realized.
         The Company is in negotiations  with the parties involved to settle the
         obligations by other means.


                                      F-11

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        December 31, 1996, 1995 and 1994



NOTE 19:             SUBSEQUENT EVENTS (continued)

         Beaumont Transaction
         On April 17, 1996, the Company  entered into an agreement with Beaumont
         Broadcasting  Corporation ("BBC") whereby the Company and BBC agreed to
         form a  Texas  limited  liability  company,  Micro-Lite  Television  of
         Beaumont,  LLC (the  "LLC"),  for  purposes  of owning and  operating a
         wireless  cable system in the Beaumont,  Texas market.  The Company has
         paid $5,000 for a .1% interest in the LLC and BBC has  contributed  the
         licenses  and leases for 23  wireless  cable  channels in the market as
         well  as  a  significant  amount  of  assets,   including  transmission
         equipment,  for the  remaining  99.9% of the LLC.  BBC has  granted the
         Company an option to purchase  79.9% of the LLC for a purchase price of
         $4,000,000,  and a second  purchase option for the remaining 20% of the
         LLC for an additional  $1,000,000.  If the Company  exercises the first
         option,  BBC has an option exercisable after one year from the exercise
         of the first option to obligate  the Company to purchase the  remaining
         20% of the LLC for the $1,000,000  discussed above. BBC and the Company
         are  currently  finalizing a  management  contract by which the Company
         would be  responsible  for the launching and management of the wireless
         cable system in Beaumont.




                                      F-12

<PAGE>



                                                                    SCHEDULE 1

                             SUPERIOR WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       GENERAL AND ADMINISTRATIVE EXPENSES


<TABLE>
<CAPTION>
                                                                                          Period from
                                                Years ended December 31,                   4-1-94 to
                                         1996             1995              1994           12-31-96A  
                                    -------------     -------------    --------------    -------------
<S>                                 <C>               <C>              <C>               <C>          
Accounting                          $      16,792     $      17,320    $       17,923    $      52,035
Automobile expense                          5,156             4,718             9,633           19,507
Bad debts                                       0                 0             9,527            9,527
Debt forgiveness -
   related party                                0                 0           (25,000)         (25,000)

Dues and subscriptions                      3,764             3,864             2,507           10,135
Fees and commissions                       19,829            20,347            29,967           70,143
Insurance                                   7,443             7,301             5,790           20,534
Legal                                     119,590            33,824           117,689          271,103

Marketing and advertising                   2,704               606            16,571           19,881
Meals and entertainment                     3,008             4,677               823            8,508
Office expense                             10,918            13,637            15,172           39,727
Outside services                            3,842             2,556             8,739           15,137

Payroll taxes and benefits                 25,010            52,044            47,757          124,811
Postage                                    17,417            14,583            22,937           54,937
Professional                               65,300            46,250            24,125          135,675
Relocation expense                              0                 0            19,091           19,091

Rent expense                               85,580            62,694            58,091          206,365
Repairs and maintenance                       411             3,048             1,627            5,086
Salaries                                  382,317           371,183           426,025        1,179,525
Taxes and licenses                          2,015             1,396             5,190            8,601

Telephone                                  39,297            35,601            34,978          109,876
Travel                                     47,506            35,873            58,354          141,733
Miscellaneous                               1,876               959             2,913            5,748
Overhead reimbursement                   (100,000)                0                 0         (100,000)
                                    -------------     -------------    --------------    -------------

                                    $     759,775     $     732,481    $      910,429    $   2,402,685
                                    =============     =============    ==============    =============
</TABLE>

A Date Company re-entered the development stage.

                                      F-13