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, 1998

                                       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)

Registrant'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  registrant's  Common Stock on
August 24, 1999 was 2,952,229.


                                        1

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

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

         Balance Sheets as of  June 30, 1998 and December 31, 1997;

         Statements  of Income for the three  months ended June 30, 1998 and for
         the three months ended June 30, 1997;

         Statements of Income for the six months ended June 30, 1998 and for the
         six months ended June 30, 1997;

         Statements of Income for the three and six months ended June 30, 1998;

         Statement of Cash Flows for the six months ended June 30, 1998 and
         June 30, 1997;

         Notes to Financial Statements.



                                        2

<PAGE>


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

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       June 30,            December 31,
                                                                         1998                  1997
                                                                  ------------------    ------------------
ASSETS
Current Assets:
<S>                                                               <C>                                  <C>
   Cash                                                           $              687                   943
   Accounts Receivable & Prepaids                                                  0                     0
                                                                  ------------------    ------------------
                                          Total Current Assets                   687                   943

Property, Plant, & Equipment                                                  23,729                31,548

Other Assets:
   Deposits                                                                        0                     0
   Licenses & Other                                                          715,803               978,239
                                                                  ------------------    ------------------
                                                                             715,803               978,239
                                                                  ------------------    ------------------

                                                  TOTAL ASSETS    $          740,219    $        1,010,730
                                                                  ==================    ==================

LIABILITIES & STOCKHOLDERS EQUITY
Current Liabilities:
   Accounts Payable                                               $          120,642    $          120,642
   Accrued Liabilities                                                       679,862               687,177
   Note Payable                                                              935,026               875,066
   Income Taxes Payable                                                            0                   900
   Current Portion of Long-Term Debt                                               0                     0
   Payable - Related Parties                                               1,034,881               906,846
                                                                  ------------------    ------------------
                                     Total Current Liabilities             2,770,411             2,590,631

Long-Term Debt                                                                     0               175,832
                                                                  ------------------    ------------------
                                             Total Liabilities             2,770,411             2,766,463

Stockholders Equity:
   Preferred Series A, $.001 par value;
   Authorized 15,000,000 shares;
   Issued and Outstanding 5,995,253 at 12/31/97
     and 6,026,575 at 6/30/98                                                  6,026                 5,995
   Additional Paid-in Capital                                              2,109,422             2,101,684
   Retained Earnings (Deficit)                                            (4,145,640)           (3,863,412)
                                                                  ------------------    ------------------
                                     Total Stockholders Equity            (2,030,192)           (1,755,733)
                                                                  ------------------    ------------------

                                          TOTAL LIABILITIES &
                                           STOCKHOLDERS EQUITY    $          740,219    $        1,010,730
                                                                  ==================    ==================
</TABLE>


See Notes to Financial Statements.

                                        3

<PAGE>


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

                              STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  June 30,
                                                                         1998                  1997
                                                                  ------------------    ------------------
<S>                                                               <C>                   <C>
Revenues From License Sales                                       $                0    $                0
Cost of Licenses Sold                                                              0                     0
                                                                  ------------------    ------------------

                                                  Gross Profit                     0                     0

Other Income                                                                   2,000                     0

General & Administrative Expenses:
   Travel & Auto Expense                                                       1,501                 2,767
   Postage & Delivery                                                            225                     0
   Office Expenses                                                               681                   325
   Outside & Professional Services                                             3,119                     0
   Rent                                                                        2,000                   750
   Salaries - Officers                                                        18,000                18,000
   Depreciation & Amortization                                                26,096                33,534
   Bank Charges                                                                   43                   112
   Insurance                                                                     774                     0
   Telephone Expense                                                             965                   785
   Miscellaneous Expense                                                           0                     0
                                                                  ------------------    ------------------
                       Total General & Administrative Expenses                53,404                56,273
                                                                  ------------------    ------------------

                            Net Loss Before Interest and Taxes               (51,404)              (56,273)

Interest Expense                                                              77,136                18,501
State Income Taxes                                                                 0                     0
                                                                  ------------------    ------------------

                                             NET INCOME (LOSS)    $         (128,540)   $          (74,774)
                                                                  ==================    ==================
</TABLE>



See Notes to Financial Statements.

                                        4

<PAGE>


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

                              STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                  June 30,
                                                                         1998                  1997
                                                                  ------------------    ------------------
<S>                                                               <C>                   <C>
Revenues From License Sales                                       $                0    $                0
Cost of Licenses Sold                                                              0                     0
                                                                  ------------------    ------------------

                                                  Gross Profit                     0                     0

Other Revenues                                                                 2,000                 3,583
Loss on Abandonment                                                          (44,168)                    0
                                                                  ------------------    ------------------
                                                 Total Revenue               (42,168)                3,583

General & Administrative Expenses:
   Brochures & Marketing                                                           0                   662
   Travel & Auto Expense                                                       4,790                13,598
   Postage & Delivery                                                            376                 1,263
   Payroll Taxes                                                                   0                    38
   Office Expenses                                                             1,006                   325
   Outside & Professional Services                                             3,744                30,085
   Rent                                                                        5,000                   750
   Salaries - Officers                                                        36,000                36,000
   Depreciation & Amortization                                                52,255                67,339
   Bank Charges                                                                  122                   302
   Insurance                                                                   1,060                     0
   Seminars & Conventions                                                      1,250                 1,904
   Tower Lease Payments                                                            0                 2,060
   Telephone Expense                                                           2,150                 2,518
   Computer Expense                                                                0                   226
   Other Taxes & Licenses                                                         86                     0
   Miscellaneous                                                                   0                     0
                                                                  ------------------    ------------------
                       Total General & Administrative Expenses               107,839               157,070
                                                                  ------------------    ------------------

                            Net Loss Before Interest and Taxes              (150,007)             (153,487)

Interest Expense                                                             132,221                39,130
State Income Taxes                                                                 0                   800
                                                                  ------------------    ------------------

                                             NET INCOME (LOSS)    $         (282,228)   $         (193,417)
                                                                  ==================    ==================
</TABLE>



See Notes to Financial Statements.

                                        5

<PAGE>


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

                              STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                June 30, 1998
                                                                     Three Months           Six Months
                                                                  ------------------    ------------------
<S>                                                               <C>                   <C>
Revenues From License Sales                                       $                0    $                0
Cost of Licenses Sold                                                              0                     0
                                                                  ------------------    ------------------

                                                  Gross Profit                     0                     0

Other Revenues                                                                 2,000                 2,000
Loss on Abandonment                                                                0               (44,168)
                                                                  ------------------    ------------------
                                                 Total Revenue                 2,000               (42,168)

General & Administrative Expenses:
   Travel & Auto Expense                                                       1,501                 4,790
   Postage & Delivery                                                            225                   376
   Office Expenses                                                               681                 1,006
   Outside & Professional Services                                             3,119                 3,744
   Rent                                                                        2,000                 5,000
   Salaries - Officers                                                        18,000                36,000
   Depreciation & Amortization                                                26,096                52,255
   Bank Charges                                                                   43                   122
   Insurance                                                                     774                 1,060
   Seminars & Conventions                                                          0                 1,250
   Telephone Expense                                                             965                 2,150
   Other Taxes & Licenses                                                          0                    86
   Miscellaneous                                                                   0                     0
                                                                  ------------------    ------------------
                       Total General & Administrative Expenses                53,404               107,839
                                                                  ------------------    ------------------

                            Net Loss Before Interest and Taxes               (51,404)             (150,007)

Interest Expense                                                              77,136               132,221
State Income Taxes                                                                 0                     0
                                                                  ------------------    ------------------

                                             NET INCOME (LOSS)    $         (128,540)   $         (282,228)
                                                                  ==================    ==================

</TABLE>


See Notes to Financial Statements.

                                        6

<PAGE>


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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                  June 30,
                                                                         1998                  1997
                                                                  ------------------    ------------------
OPERATING ACTIVITIES
<S>                                                               <C>                   <C>
   Net Income (Loss)                                              $         (282,228)   $         (193,417)
   Adjustments:
     Depreciation & Amortization                                              52,255                67,339
     Changes in current accounts                                                (714)              (12,694)
     (Increase) Decrease in Notes Receivable                                       0                     0
                                                                  ------------------    ------------------

                     Net Cash Required by Operating Activities              (230,687)             (138,772)

FINANCING ACTIVITIES
   Loans                                                                     187,995               139,751
   Repayment of Loans                                                       (175,832)               (2,111)
   Liabilities Paid with Common Stock                                              0                     0
   Note Payable on Licenses Purchased                                              0                     0
                                                                  ------------------    ------------------

                                  Net Cash Provided (Required)
                                       by Financing Activities                12,163               137,640

INVESTING ACTIVITIES
   Disposal of Licenses                                                      218,268                     0
   Purchase of Fixed Assets                                                        0                     0
                                                                  ------------------    ------------------

                                  Net Cash Provided (Required)
                                       By Investing Activities               218,268                     0
                                                                  ------------------    ------------------

Increase (Decrease) in Cash and Cash Equivalents                                (256)               (1,132)

Cash and Cash Equivalents at Beginning of Period                                 943                 1,197
                                                                  ------------------    ------------------

Cash and Cash Equivalents at End of Period                        $              687    $               65
                                                                  ==================    ==================

</TABLE>


See Notes to Financial Statements.

                                        7

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 30, 1998 and 1997

NOTE 1:           BASIS OF PRESENTATION

The accompanying unaudited 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  carried a ten percent (10%)  dividend,  which could be paid in
common stock, and was convertible into Common Stock of the Company as of October
25, 1998 (the "Conversion  Date").  The rate of this conversion was dependent on
the price of the Company's Common Stock prior to the Conversion Date.

Under the terms of the Class A Preferred  Stock,  all shares  outstanding  as of
October 16, 1998  automatically  converted  into common  stock at a rate of five
shares of common  stock for  every one share of Class A  Preferred  Stock.  This
resulted in the automatic  conversion  of 6,541,416  shares of Class A Preferred
Stock into  32,707,080  shares of common  stock.  The  holders of the  remaining
shares of Class A Preferred  Stock that were  issued  after  October  16,  1998,
totaling 3,767,501 shares,  agreed to convert at the same rate of five shares of
common  stock  for  every  one  share of Class A  Preferred  Stock.  The  latter
conversion  was  effective  simultaneous  to the reverse  stock split  described
below.

Effective  August 16, 1999,  the Company  effectuated a reverse stock split at a
rate of  twenty-to-one.  This resulted in 2,577,229 shares of common stock being
outstanding as of that date and no preferred shares are outstanding. The Company
issued 375,000 shares of its post reverse-split common stock for the acquisition
of Media Rage of Utah, Inc. (See PART II- Other  Information).  This resulted in
2,952,229 shares of common stock outstanding as of August 16, 1999.




                                        8

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                     SIX MONTHS ENDED JUNE 30, 1998 and 1997

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,  1998 the Company  owed  $1,034,879  to related  parties for accrued
compensation,  loans and sales to and  payments  made on behalf of the  Company.
This balance was equal to $906,846 as of December 31, 1997.

NOTE 4:       INCOME TAXES

The Company has available at June 30, 1998, net operating loss  carryforwards of
approximately  $4.2 million  which may provide  future tax benefits  expiring in
June of 2008.

NOTE 5:       WARRANTS

As of June 30,  1998,  there were  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 expired March 31, 1999.

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, 1998 was equal to
$128,540 compared to a loss of $74,774 for the three months ended June 30, 1997.
The loss for the current quarter was  attributable  to the Company's  continuing
General  and  Administrative  Expenses,  Interest  as well as  depreciation  and
amortization.  Of total  expenses of  $130,540,  depreciation  and  amortization
totaled  $26,096,  salaries totaled $18,000 and interest expense for the quarter
equaled  $77,136.  None of the salaries or interest was paid during the quarter.
The interest is  attributable  to the  convertible  notes payable into which the
Company has entered.  Expenses have  increased  from the same period a year ago,
primarily due to the increased interest expense. Losses are expected to continue
throughout the development stage of the Company.

     The Company  posted  revenues of $2,000 in the quarter ended June 30, 1998.
These revenues were collections on the sale of fixed assets.  The Company had no
revenues in the quarter ended June 30, 1997.

     The Company has continued to operate with a working capital deficit through
the current quarter.  As of June 30, 1998, the Company's current  liabilities of
$2,770,411  exceeded its current assets of $687 by $2,669,754.  Of this negative
working capital,  $1,034,879  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.

     As of August 1999, the Company has eliminated nearly all of its liabilities
through the issuance of additional  shares of Series A Preferred  stock and from
the proceeds of the sale of the majority of its assets. The Company has acquired
Media Rage of Utah, Inc., a Utah corporation. Media Rage provides customers with
user friendly  software  solutions to design and operate  E-Commerce  web sites,
including shopping cart technology. Media Rage also offers custom website design
and valuable marketing information and support for its clients.

Year 2000 Compliance; Year 2000 Readiness Disclosure

     To the fullest extent permitted by law, the following discussion is a "Year
2000 Readiness  Disclosure"  within the meaning of the Year 2000 Information and
Readiness Disclosure Act 105 P.L. 271.

     Background

     Many of the world's computer systems and programs currently record years in
a two-digit format.  Such computer systems or programs that have  date-sensitive
software  or  hardware  may  recognize a date using "00" as the year 1900 rather
than the year 2000,  and therefore may be unable to recognize,  interpret or use
dates in and beyond the year 1999  correctly.  Because  the  activities  of many
businesses  are affected by dates or are  date-related,  the  inability of these
systems or  programs  to use such date  information  correctly  could  result in
system failures or disruptions and lead to disruptions of business operations in
the United States and internationally (the "Year 2000 Problem").  In the case of
the Company,  such disruptions may include,  among other things, an inability to
process  transactions,  send  invoices,  or engage in similar  routine  business
activities.

     Issues  relating to the Year 2000  Problem  arise in a number of  different
contexts  in which  the  Company  and its  operating  subsidiary  use or  access
computer programming.  In its operations,  the Company uses both third-party and
internally    developed    software    programs    and   relies   on   customary
telecommunications  services,  as  well  as  building  and  property  logistical
services,  including, without limitation,  embedded computer-controlled systems.
The Company generally will also rely heavily upon suppliers, as well as data

                                       10

<PAGE>



processing,  transmission  and other services  provided by  third-party  service
providers,  including,  without  limitation,  Internet  access,  online content,
product distribution and delivery, and information services.

     The  Company  and its  operating  subsidiary  will  rely  upon  independent
internal local access network (LAN) computer systems.  In addition,  the Company
and its  subsidiaries  lease a portion of their office space from third  parties
and may conduct business through  multiple  locations in major cities.  Although
the  operating   subsidiary   will,   for  the  most  part,   conduct   business
independently,  it will substantially use similar third-party  software and have
common relationships and dependencies with third party service providers.

     Assessing the Impact of the Year 2000 Problem on the Company's Operations

     The Company has  reviewed  its  computer  systems and  programs,  including
information  technology ("IT") and non-IT systems,  and has determined that they
are in compliance with the requirements of the Year 2000. The Year 2000 problem,
however,  is pervasive and complex as virtually every computer operation will be
affected in some way by the rollover of the two digit year to 00. Failure of any
of the Company's  third-party service providers to adequately address this issue
could  result in a  substantial  interruption  of the  Company's  normal plan of
operation  and business  affairs,  and could result in  significant  losses from
operations.  To the extent that the Company  relies  upon  non-U.S.  third-party
service  providers  who  may  be  less  capable  or  prepared  than  their  U.S.
counterparts  to  address  and  resolve  the Year 2000  problem,  the  Company's
operations  may be subject to a greater  level of risk with respect to Year 2000
compliance.  Although the Company  could incur  substantial  costs in connection
with the failure of third-party  computing systems and software,  such costs are
not sufficiently certain to estimate at this time.

     Contingency Planning

     The Company has not  developed  any plan to address  contingencies  arising
from the  inability  of  third-party  service  providers  to  become  Year  2000
compliant in a timely manner.  Consequently,  no assurance can be given that the
potential  failure  of  third-party  systems  will not  increase  the  Company's
operating costs or create  uncertainties  that may have an adverse effect on the
Company's operating results or financial condition.

                           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 two  quarters of 1999,  the Company  sold  certain  wireless  cable
licenses  in  exchange  for stock in  another  company.  This  stock  along with
2,914,954  shares of the Company's Series A Preferred stock were used to satisfy
notes and other obligations that totaled approximately $1,450,000.

On August  1, 1999 in  accordance  with the  terms and  provisions  of a certain
Purchase Agreement dated as of June 1, 1999 by and between the Company and Media
Rage of Utah,  Inc., a Utah  corporation  ("Media Rage"),  325,000  post-reverse
split (See Item 5 below) shares of the Company's  Common Stock,  $.001 par value
per share,  were issued to the  shareholders of Media Rage in  consideration  of
their sale,  assignment and transfer to the Company of all stock  outstanding in
Media Rage. As a consequence  of the  foregoing  transaction,  combined with the
issuance of 50,000  post-reverse split shares of the Company's Common Stock to a
third party for services rendered in connection with such transaction, the total
number of shares of Common Stock issued and outstanding, on a post-reverse split
basis, was 2,952,229 at August 16, 1999.

Media Rage provides  customers with user friendly  software  solutions to design
and operate E- Commerce web sites,  including  shopping cart  technology.  Media
Rage also offers custom website design and valuable  marketing  information  and
support for its clients.

ITEM 6. Exhibits and Reports on Form 8-K

     (a)      Reports on Form 8-K.

              None.
                                       11

<PAGE>


                                   SIGNATURES

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

Dated:        August 24, 1999

                               SUPERIOR WIRELESS COMMUNICATIONS, INC.




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




                                       12