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:      June 30, 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, 19, 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 June 30, 1997 and December 31, 1996;

    Statements of Income for the three months ended June 30, 1997 and 1996;

    Statements of Income for the six months ended June 30, 1997 and 1996;

    Statements of Income for the three and six months ended June 30, 1997;

    Statement of Cash Flows for the six months ended June 30, 1997 and 1996;

    Notes to Financial Statements.


                                        2

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                       June 30, 1997 and December 31, 1996


<TABLE>
<CAPTION>
                                                                             (Unaudited)
                                                                              June 30,            December 31,
ASSETS                                                                          1997                  1996      
------                                                                   -----------------     -----------------
Current Assets
<S>                                                                      <C>                   <C>              
   Cash                                                                  $              65     $           1,197
   Accounts Receivable & Prepaids                                                      417                   417
                                                                         -----------------     -----------------
                                                 Total Current Assets                  482                 1,614

Property, Plant, & Equipment                                                        86,347               105,803

Other Assets
   Deposits                                                                          2,825                 2,825
   Licenses and Other                                                            1,202,379             1,250,263
                                                                         -----------------     -----------------
                                                                                 1,205,204             1,253,088
                                                                         -----------------     -----------------

                                                         TOTAL ASSETS    $       1,292,033     $       1,360,505
                                                                         =================     =================

LIABILITIES & SHAREHOLDERS EQUITY
Current Liabilities
   Accounts Payable                                                      $         121,455     $         152,419
   Accrued Liabilities                                                             993,561               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                                                       761,549               621,798
                                                                         -----------------     -----------------
                                            Total Current Liabilities            2,635,381             2,510,436

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

                                                    Total Liabilities            2,635,381             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)                                                  (3,460,278)           (3,266,861)
                                                                         -----------------     -----------------
                                           Total Shareholder's Equity           (1,343,348)           (1,149,931)
                                                                         -----------------     -----------------

                             TOTAL LIABILITIES & SHAREHOLDERS' EQUITY    $       1,292,033     $       1,360,505
                                                                         =================     =================
</TABLE>


See Notes to Financial Statements.

                                        3

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                   Condensed Consolidated Statements of Income
                    Three Months Ended June 30, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         June 30,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
<S>                                                                      <C>                   <C>              
Revenues from License Sales                                              $               0     $         300,000
Cost of Licenses                                                                         0               107,394
                                                                         -----------------     -----------------
                                                         Gross Profit                    0               192,606

Other Income                                                                             0                     0

General & Administrative Expenses
   Brochures & Marketing                                                                 0                   223
   Travel & Auto                                                                     2,767                14,926
   Postage & Delivery                                                                    0                 4,693
   Payroll Taxes                                                                         0                 6,941
   Office                                                                              325                   453
   Outside & Professional Services                                                       0                46,650
   Rent                                                                                750                 9,891
   Salaries - Officers                                                              18,000                41,250
   Salaries - Others                                                                     0                57,289
   Depreciation & Amortization                                                      33,534                35,555
   Bank Charges                                                                        112                 2,986
   Insurance                                                                             0                 5,851
   Equipment Rental                                                                      0                   906
   Seminars & Conventions                                                                0                 1,232
   MMDS Lease Payments                                                                   0                 8,950
   Tower Lease Payments                                                                  0                 2,876
   FCC Filing Fees                                                                       0                   360
   Telephone                                                                           785                10,257
   Computer                                                                              0                 1,026
   Other Taxes & Licenses                                                                0                 1,414
   Miscellaneous                                                                         0                   278
                                                                         -----------------     -----------------
                              Total General & Administrative Expenses               56,273               254,007
                                                                         -----------------     -----------------
                                   Net Loss Before Taxes and Interest              (56,273)              (61,401)

Interest Expense                                                                    18,501                     0
State Income Taxes                                                                       0                   800
                                                                         -----------------     -----------------

                                                    Net Income (Loss)    $         (74,774)    $         (62,201)
                                                                         =================     ================= 
</TABLE>


See Notes to Financial Statements.

                                        4

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                   Condensed Consolidated Statements of Income
                     Six Months Ended June 30, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                         June 30,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
<S>                                                                      <C>                   <C>              
Revenues from License Sales                                              $               0     $         300,000
Cost of Licenses                                                                         0               107,394
                                                                         -----------------     -----------------
                                                         Gross Profit                    0               192,606

Other Income                                                                         3,583                   600
                                                                         -----------------     -----------------
                                                       Total Revenues                3,583               193,206

General & Administrative Expenses
   Brochures & Marketing                                                               662                   324
   Travel & Auto                                                                    13,598                24,843
   Postage & Delivery                                                                1,263                 7,533
   Payroll Taxes                                                                        38                13,686
   Office                                                                              325                 2,413
   Outside & Professional Services                                                  30,085                78,600
   Rent                                                                                750                17,564
   Salaries - Officers                                                              36,000                82,500
   Salaries - Others                                                                     0               112,957
   Depreciation & Amortization                                                      67,339                76,392
   Bank Charges                                                                        302                 4,768
   Insurance                                                                             0                10,478
   Equipment Rental                                                                      0                 2,801
   Seminars & Conventions                                                            1,904                 1,308
   MMDS Lease Payments                                                                   0                18,025
   Tower Lease Payments                                                              2,060                 6,221
   FCC Filing Fees                                                                       0                 4,560
   Telephone                                                                         2,518                17,162
   Computer                                                                            226                 1,770
   Other Taxes & Licenses                                                                0                 1,539
   Miscellaneous                                                                         0                   293
                                                                         -----------------     -----------------
                              Total General & Administrative Expenses              157,070               485,737
                                                                         -----------------     -----------------
                                   Net Loss Before Taxes and Interest             (153,487)             (292,531)

Interest Expense                                                                    39,130                     0
State Income Taxes                                                                     800                   800
                                                                         -----------------     -----------------

                                                    Net Income (Loss)    $        (193,417)    $        (293,331)
                                                                         =================     ================= 
</TABLE>


See Notes to Financial Statements.

                                        5

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                   Condensed Consolidated Statements of Income
                    Three and Six Months Ended June 30, 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                       June 30, 1997
                                                                             Six Months           Three Months
                                                                                Ended                 Ended     
                                                                         -----------------     -----------------
<S>                                                                      <C>                   <C>              
Revenues from License Sales                                              $               0     $               0
Cost of Licenses                                                                         0                     0
                                                                         -----------------     -----------------
                                                         Gross Profit                    0                     0

Other Revenues                                                                       3,583                     0

General & Administrative Expenses
   Brochures & Marketing                                                               662                     0
   Travel & Auto                                                                    13,598                 2,767
   Postage & Delivery                                                                1,263                     0
   Payroll Taxes                                                                        38                     0
   Office                                                                              325                   325
   Outside & Professional Services                                                  30,085                     0
   Rent                                                                                750                   750
   Salaries - Officers                                                              36,000                18,000
   Depreciation & Amortization                                                      67,339                33,534
   Bank Charges                                                                        302                   112
   Seminars & Conventions                                                            1,904                     0
   Tower Lease Payments                                                              2,060                     0
   Telephone                                                                         2,518                   785
   Computer                                                                            226                     0
                                                                         -----------------     -----------------
                              Total General & Administrative Expenses              157,070                56,273
                                                                         -----------------     -----------------
                                   Net Loss Before Taxes and Interest             (153,487)              (56,273)

Interest Expense                                                                    39,130                18,501
State Income Taxes                                                                     800                     0
                                                                         -----------------     -----------------

                                                    Net Income (Loss)    $        (193,417)    $         (74,774)
                                                                         =================     ================= 
</TABLE>


See Notes to Financial Statements.

                                        6

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A Development Stage Company)
                             Statements of Cash Flow
                     Six Months Ended June 30, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                         June 30,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
OPERATING ACTIVITIES
<S>                                                                      <C>                   <C>               
   Net Income (Loss)                                                     $        (193,417)    $        (293,331)
   Adjustments:
     Depreciation and Amortization                                                  67,339                76,392
     Changes in current accounts                                                   (12,694)              (27,654)
     (Increase) Decrease in Notes Receivable                                             0               (28,598)
                                                                         -----------------     -----------------
                            Net Cash Required by Operating Activities             (138,772)             (273,191)

FINANCING ACTIVITIES
   Loans                                                                           139,751               178,094
   Repayment of Loans                                                               (2,111)               (6,186)
   Liabilities Paid with Common Stock                                                    0               (60,994)
   Note Payable on Licenses Purchases                                                    0               198,000
                                                                         -----------------     -----------------
                  Net Cash Provide (Required) by Financing Activities              137,640               308,914
                                                                         -----------------     -----------------

   Increase (Decrease) in Cash and Cash Equivalents                                 (1,132)               35,723

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

   Cash and Cash Equivalents at End of Period                            $              65     $          42,742
                                                                         =================     =================
</TABLE>

See Notes to Financial Statements.

                                        7

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 30, 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 June 30,  1997 the  Company  owed  $761,549  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 June 30, 1997, net operating loss  carryforwards of
approximately  $3.8 million  which may provide  future tax benefits  expiring in
June of 2008.

                                        8

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
                     SIX MONTHS ENDED JUNE 30, 1997 AND 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".



                                        9

<PAGE>



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

         The  Company's  loss for the three months ended June 30, 1997 was equal
to $74,774  compared  to a loss of $62,201 for the three  months  ended June 30,
1996.  The  loss for the  current  quarter  was  attributable  to the  Company's
continuing  general and administrative  expenses,  interest,  depreciation,  and
amortization.  Of total  expenses  of  $74,774,  depreciation  and  amortization
totaled $33,534 and interest  expense for the quarter equaled  $18,501.  None of
the 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. Expenses have decreased  dramatically in the three month period ended June
30, 1997,  compared to the same quarter last year. Total expenses  declined from
$254,007  to  $74,774.  This is a result of the  Company's  lack of  funding  to
continue  as a wireless  cable  entity.  The  Company  entered  into a period of
virtual  inactivity during 1997 and is planning on entering a new industry.  See
Item 5 - Other  Information.  Losses are  expected  to continue  throughout  the
development stage of the Company.

         The Company had no revenues  in the quarter  ended June 30,  1997,  and
posted  revenues  of  $300,000  in the same  quarter a year ago.  The prior year
revenues  were the only revenues  generated in the year ended  December 31, 1996
and represented a sale of some of the Company's MMDS licenses.

         The Company has  continued  to operate with a working  capital  deficit
through the second quarter of 1997. As of June 30, 1997,  the Company's  current
liabilities of $2,635,381 exceeded its current assets of $482 by $2,634,899.  Of
this  negative  working  capital,  $761,549  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.

         Should  the  Company be unable to satisfy  its note  holders  and other
creditors  through  the  issuance  of stock,  its ability to continue as a going
concern will be in doubt.

                           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.

                                       10

<PAGE>



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.

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 19, 1999

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.




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



                                       11