UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X]  Quarterly  Report  pursuant  to Section 13 or 15(d) of the  Securities  and
     Exchange Act of 1934

         For the quarter period ended:      March 31, 1997

                                       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 small business issuer 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 

     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

         The number of shares  outstanding  of the  issuer's  Preferred  Class A
Stock on March, 17, 1999 was 7,533,227.



                                        1

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.           Financial Statements.

         The following Financial  Statements of the Company and its subsidiaries
and related notes are included herein:

   Balance Sheet as of March 31, 1997 and December 31, 1996;

   Statements of Income for the three months ended March 31, 1997 and 1996;

   Statement of Cash Flows for the three months ended March 31, 1997 and 1996;

   Notes to Financial Statements.


                                        2

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                      March 31, 1997 and December 31, 1996


<TABLE>
<CAPTION>
                                                                             (Unaudited)
                                                                              March 31,           December 31,
ASSETS                                                                          1997                  1996      
------                                                                   -----------------     -----------------
Current Assets
<S>                                                                      <C>                   <C>              
   Cash                                                                  $            (114)    $           1,197
   Accounts Receivable & Prepaids                                                      417                   417
                                                                         -----------------     -----------------
                                                 Total Current Assets                  303                 1,614

Property, Plant, & Equipment                                                        95,940               105,803

Other Assets
   Deposits                                                                          2,825                 2,825
   Licenses and Other                                                            1,226,321             1,250,263
                                                                         -----------------     -----------------
                                                                                 1,229,146             1,253,088
                                                                         -----------------     -----------------

                                                         TOTAL ASSETS    $       1,325,389     $       1,360,505
                                                                         =================     =================

LIABILITIES & SHAREHOLDERS EQUITY
Current Liabilities
   Accounts Payable                                                      $         121,455     $         152,419
   Accrued Liabilities                                                             984,970               814,992
   Note Payable                                                                    748,500               907,800
   Income Taxes Payable                                                                800                 1,800
   Current Portion of Long-Term Debt                                                 9,516                11,627
   Payable - Related Parties                                                       728,723               621,798
                                                                         -----------------     -----------------
                                            Total Current Liabilities            2,593,964             2,510,436

Long-Term Debt                                                                           0                     0
                                                                         -----------------     -----------------

                                                    Total Liabilities            2,593,964             2,510,436

Shareholders Equity Preferred Series A, $.001 par value:
     Authorized 15,000,000
     Issued and Outstanding 6,004,836 at March 31, 1997
       and December 31, 1996                                                         6,005                 6,005
   Additional Paid-in Capital                                                    2,110,925             2,110,925
   Retained Earnings (Deficit)                                                  (3,385,505)           (3,266,861)
                                                                         -----------------     -----------------
                                           Total Shareholder's Equity           (1,268,575)           (1,149,931)
                                                                         -----------------     -----------------

                             TOTAL LIABILITIES & SHAREHOLDERS' EQUITY    $       1,325,389     $       1,360,505
                                                                         =================     =================
</TABLE>


See Notes to Financial Statements.

                                        3

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                               Statement of Income
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
<S>                                                                      <C>                   <C>              
Revenues                                                                 $               0     $             600
Forgiveness of Debt Income                                                           3,583                     0
                                                                         -----------------     -----------------
                                                       Total Revenues                3,583                   600

General & Administrative Expenses
   Interest                                                                         20,629                   380
   Brochures & Marketing                                                               662                   101
   Travel & Auto                                                                    10,832                 9,918
   Postage & Delivery                                                                1,263                 2,841
   Payroll Taxes                                                                        38                 6,745
   Office                                                                            1,904                 1,756
   Outside & Professional Services                                                  30,085                32,224
   Rent                                                                                  0                 7,673
   Salaries - Officers                                                              18,000                41,250
   Salaries - Others                                                                     0                55,669
   Depreciation & Amortization                                                      33,803                40,837
   Bank Charges                                                                        190                 1,401
   Insurance                                                                             0                 4,627
   Equipment Rental                                                                      0                 1,896
   Channel Lease Payments                                                            2,060                12,420
   FCC Filing Fees                                                                       0                 4,200
   Telephone                                                                         1,733                 6,739
   Computer                                                                            226                   743
   Other Taxes & Licenses                                                                0                   125
   Miscellaneous                                                                         2                   185
                                                                         -----------------     -----------------
                              Total General & Administrative Expenses              121,427               231,730
                                                                         -----------------     -----------------
                                                Net Loss Before Taxes             (117,844)             (231,130)

Income Taxes                                                                           800                     0
                                                                         -----------------     -----------------

                                                    Net Income (Loss)    $        (118,644)    $        (231,130)
                                                                         =================     ================= 
</TABLE>

See Notes to Financial Statements.

                                        4

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                             Statements of Cash Flow
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
OPERATING ACTIVITIES
<S>                                                                      <C>                   <C>               
   Net Income (Loss)                                                     $        (118,644)    $        (231,130)
   Adjustments:
     Depreciation and Amortization                                                  33,803                40,837
     Changes in current accounts                                                    13,984                12,867
     (Increase) Decrease in Notes Receivable                                             0               (15,000)
                                                                         -----------------     -----------------

                            Net Cash Required by Operating Activities              (70,857)             (192,426)

FINANCING ACTIVITIES
   Loans                                                                            73,014               199,454
   Repayment of Loans                                                               (3,468)                    0
                                                                         -----------------     -----------------

                  Net Cash Provide (Required) by Financing Activities               69,546               199,454
                                                                         -----------------     -----------------

   Increase (Decrease) in Cash and Cash Equivalents                                 (1,311)                7,028

   Cash and Cash Equivalents at Beginning of Period                                  1,197                 7,019
                                                                         -----------------     -----------------

   Cash and Cash Equivalents at End of Period                            $            (114)    $          14,047
                                                                         =================     =================
</TABLE>

See Notes to Financial Statements.

                                        5

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996


NOTE 1:           BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principals for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principals  for complete
financial  statements.   In  the  opinion  of  the  Company's  management,   all
adjustments  (consisting  of normal  accruals)  considered  necessary for a fair
presentation  of these financial  statements  have been included.  The Company's
activities  to date have been purely  developmental  and the Company has not yet
commenced significant commercial operations.

NOTE 2:           CAPITALIZATION

The  Company  was  incorporated  in the  State of  Nevada  on July 24,  1984 and
authorized  200,000,000  shares of $0.001 par value common  stock.  On March 16,
1994 the Company  effected a 1 share for 30 share reverse stock split. The split
reduced the total outstanding shares from 32,272,000 to 1,075,807.  On March 16,
1994 the Company issued 6,500,000 shares of post  reverse-split  stock to Marrco
Communications,  Inc. in the  conjunction  with the  purchase of all of Marrco's
assets and the assumption of all of Marrco's liabilities.

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  "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.

NOTE 3:           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 business
interests.  The Company has not  formulated a policy for the  resolution of such
conflicts.

At March 31,  1997 the  Company  owed  $728,455  to related  parties for accrued
compensation,  loans and sales to and  payments  made on behalf of the  Company.
This balance was equal to $621,798 as of December 31, 1996.

NOTE 4:           INCOME TAXES

The Company has available at March 31, 1997, net operating loss carryforwards of
approximately  $3.8 million  which may provide  future tax benefits  expiring in
June of 2008.


                                        6

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
              THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996

NOTE 5:           STOCK OPTION PLAN AND WARRANTS

Since the  purchase of Marrco  Communications,  Inc.,  the Company has set aside
2,500,000 shares of its common stock for an incentive stock option plan that was
previously  in  place  and  fully-vested   with  certain   employees  of  Marrco
Communications  that  continued  their  service in working for the Company.  The
exercise is $.88 per share.  All of the options  are fully  vested.  None of the
stock options have been  exercised.  The options  expired  December 28, 1998. At
March 31, 1996, there are outstanding  66,667 warrants to purchase 66,667 shares
of common stock at $4.50 per share. The warrants expired on July 16, 1997. There
are also 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 6:           SUBSEQUENT EVENTS

See "PART II - Item 5. Other Information".



                                        7

<PAGE>



ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

         The Company's  loss for the three months ended March 31, 1997 was equal
to $118,644  compared to a loss of $231,130 for the three months ended March 31,
1996.  The  loss for the  current  quarter  was  attributable  to the  Company's
continuing  general and administrative  expenses,  interest,  depreciation,  and
amortization. Total professional fees, including engineering, legal, accounting,
and financial  consultants  equaled $33,803 for the three months ended March 31,
1997.  This equated to 17% of the total  expenses for the quarter  which totaled
$121,427.  Interest  expense  for  the  quarter  equaled  $20,629.  None of this
interest  was paid during the quarter and the  interest is  attributable  to the
convertible notes payable which the Company has entered into over the past year.
Losses are expected to continue throughout the development stage of the Company.

         The Company had no revenues in the quarter  ended March 31,  1997,  and
nominal revenues in the same quarter a year ago.

         The Company has  continued  to operate with a working  capital  deficit
through the first quarter of 1997. As of March 31, 1997,  the Company's  current
liabilities of $2,593,964 exceeded its current assets of $303 by $2,593,601.  Of
this  negative  working  capital,  $728,723  represents  amounts owed to related
parties. In the first quarter of 1999, the Company successfully completed a plan
whereby certain assets were sold to a third party in exchange for that company's
stock.  This  third  party's  stock in  addition  to the  issuance  of  Series A
Preferred  stock  in the  Company  were  used to  satisfy  the  majority  of the
Company's non-related party debt. See Part II - Other Information.

         The Company  believes that as a result of the  satisfaction  of most of
its note holders, it can successfully move forward in a new business enterprise.
The Company is currently seeking opportunities within the Internet industry that
would be less capital  intensive  than the wireless  cable industry in which the
Company was never able to adequately finance development.

                           PART II - OTHER INFORMATION

ITEM 5.           Other Information.

In 1998,  the  Company  issued  approximately  530,000  shares  of its  Series A
Preferred stock to satisfy debts and liabilities in the amount of $385,000.

In the first quarter of 1999,  the Company sold certain  wireless cable licenses
in exchange for stock in another  company.  This stock along with 804,061 shares
of the  Company's  Series A  Preferred  stock were used to satisfy  notes  which
totaled $491,112 and had accrued interest of nearly $150,000.  The Company is in
negotiation with other note holders and believes that it can continue to satisfy
these obligations with the issuance of additional stock.

Should it be  successful in  continuing  to satisfy its  delinquent  obligations
through the issuance of its stock, the Company  anticipates  moving forward with
plans in the Internet  industry.  Currently,  the Company is in  negotiations to
acquire  a web  hosting  business  that will  bring  immediate  revenues  to the
Company.  Additionally,  the Company is planning a launch of its own  e-commerce
site through  which  certain  merchandise  will be sold and  auctioned  over the
Internet.


                                        8

<PAGE>



ITEM 6.           Exhibits and Reports on Form 8-K

         (a)      Reports on Form 8-K.

                  None.


                                   SIGNATURES

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

Dated:            March 17, 1999

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.




Jon Richard Marple,
Acting President and Chairman,
Chief Executive Officer and
Chief Financial Officer



                                        9