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:      September 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 September 30, 1997 and December 31, 1996;

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

  Statements of Income for the nine months ended September 30, 1997 and 1996;

  Statements of Income for the three and nine months ended September 30, 1997

  Statement of Cash Flows for the nine months ended September 30, 1997 and 1996;

  Notes to Financial Statements.


                                        2

<PAGE>



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


<TABLE>
<CAPTION>
                                                                             (Unaudited)
                                                                            September 30,         December 31,
ASSETS                                                                          1997                  1996      
------                                                                   -----------------     -----------------
Current Assets
<S>                                                                      <C>                   <C>              
   Cash                                                                  $             859     $           1,197
   Accounts Receivable & Prepaids                                                   29,000                   417
                                                                         -----------------     -----------------
                                                 Total Current Assets               29,859                 1,614

Property, Plant, & Equipment                                                        37,141               105,803

Other Assets
   Deposits                                                                          2,825                 2,825
   Licenses and Other                                                            1,178,438             1,250,263
                                                                         -----------------     -----------------
                                                                                 1,181,263             1,253,088
                                                                         -----------------     -----------------

                                                         TOTAL ASSETS    $       1,248,263     $       1,360,505
                                                                         =================     =================

LIABILITIES & SHAREHOLDERS EQUITY
Current Liabilities
   Accounts Payable                                                      $         114,363     $         152,419
   Accrued Liabilities                                                           1,009,400               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                                                       770,031               621,798
                                                                         -----------------     -----------------
                                            Total Current Liabilities            2,652,610             2,510,436

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

                                                    Total Liabilities            2,652,610             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)                                                  (3,521,277)           (3,266,861)
                                                                         -----------------     -----------------
                                           Total Shareholder's Equity           (1,404,347)           (1,149,931)
                                                                         -----------------     -----------------

                             TOTAL LIABILITIES & SHAREHOLDERS' EQUITY    $       1,248,263     $       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 September 30, 1997 and 1996


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                       September 30,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
<S>                                                                      <C>                   <C>              
Revenues from License Sales                                              $               0     $               0
Cost of Licenses                                                                         0                     0
                                                                         -----------------     -----------------
                                                         Gross Profit                    0                     0

Other Income                                                                         8,659                (2,500)
                                                                         -----------------     -----------------
                                                       Total Revenues                8,659                (2,500)

General & Administrative Expenses
   Brochures & Marketing                                                                 0                   206
   Travel & Auto                                                                       602                23,174
   Postage & Delivery                                                                    0                 5,934
   Payroll Taxes                                                                       622                 5,393
   Office                                                                                0                 3,364
   Outside & Professional Services                                                   1,000                64,282
   Rent                                                                                  0                10,278
   Salaries - Officers                                                              18,000                48,750
   Salaries - Others                                                                     0                42,566
   Depreciation & Amortization                                                      29,858                35,555
   Bank Charges                                                                         86                69,757
   Insurance                                                                           514                 5,585
   Seminars & Conventions                                                                0                 1,517
   MMDS Lease Payments                                                                   0                 7,650
   Tower Lease Payments                                                                  0                 2,385
   FCC Filing Fees                                                                       0                 5,750
   Telephone                                                                         1,040                 9,990
   Computer                                                                              0                 1,481
   Other Taxes & Licenses                                                              456                    10
   Miscellaneous                                                                         0                 1,302
                                                                         -----------------     -----------------
                              Total General & Administrative Expenses               52,178               344,929
                                                                         -----------------     -----------------
                                   Net Loss Before Interest and Taxes              (43,519)             (347,429)

Interest Expense                                                                    17,480                     0
State Income Taxes                                                                       0                     0
                                                                         -----------------     -----------------

                                                    Net Income (Loss)    $         (60,999)    $        (347,429)
                                                                         =================     ================= 
</TABLE>


See Notes to Financial Statements.

                                        4

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
<S>                                                                      <C>                   <C>              
Revenues from License Sales                                              $               0     $         300,000
Cost of Licenses                                                                         0               109,894
                                                                         -----------------     -----------------
                                                         Gross Profit                    0               190,106

Other Revenue                                                                       12,242                   600
                                                                         -----------------     -----------------
                                                       Total Revenues               12,242               190,706

General & Administrative Expenses
   Brochures & Marketing                                                               662                   530
   Travel & Auto                                                                    14,200                48,016
   Postage & Delivery                                                                1,263                13,468
   Payroll Taxes                                                                       660                19,079
   Office                                                                              325                 5,167
   Outside & Professional Services                                                  31,085               143,910
   Rent                                                                                750                27,843
   Salaries - Officers                                                              54,000               131,250
   Salaries - Others                                                                     0               155,523
   Depreciation & Amortization                                                      97,197               111,947
   Bank Charges                                                                        389                74,525
   Insurance                                                                           514                16,063
   Equipment Rental                                                                      0                 2,381
   Seminars & Conventions                                                            1,904                 3,470
   MMDS Lease Payments                                                                   0                25,675
   Tower Lease Payments                                                              2,060                 8,606
   FCC Filing Fees                                                                       0                10,310
   Telephone                                                                         3,558                27,152
   Computer                                                                            226                 3,251
   Other Taxes & Licenses                                                              455                 1,548
   Miscellaneous                                                                         0                   952
                                                                         -----------------     -----------------
                              Total General & Administrative Expenses              209,248               830,666
                                                                         -----------------     -----------------
                                   Net Loss Before Interest and Taxes             (197,006)             (639,960)

Interest Expense                                                                    56,610                     0
State Income Taxes                                                                     800                   800
                                                                         -----------------     -----------------

                                                    Net Income (Loss)    $        (254,416)    $        (640,760)
                                                                         =================     ================= 
</TABLE>


See Notes to Financial Statements.

                                        5

<PAGE>



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


<TABLE>
<CAPTION>
                                                                                    September 30, 1997
                                                                             Nine 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                                                                      12,242                 8,659
                                                                         -----------------     -----------------
                                                       Total Revenues               12,242                 8,659

General & Administrative Expenses
   Brochures & Marketing                                                               662                     0
   Travel & Auto                                                                    14,200                   602
   Postage & Delivery                                                                1,263                     0
   Payroll Taxes                                                                       660                   622
   Office                                                                              325                     0
   Outside & Professional Services                                                  31,085                 1,000
   Rent                                                                                750                     0
   Salaries - Officers                                                              54,000                18,000
   Depreciation & Amortization                                                      97,197                29,858
   Bank Charges                                                                        389                    86
   Insurance                                                                           514                   514
   Seminars & Conventions                                                            1,904                     0
   Tower Lease Payments                                                              2,060                     0
   Telephone                                                                         3,558                 1,040
   Computer                                                                            226                     0
   Other Taxes & Licenses                                                              455                   456
                                                                         -----------------     -----------------
                              Total General & Administrative Expenses              209,248                52,178
                                                                         -----------------     -----------------
                                   Net Loss Before Interest and Taxes             (197,006)              (43,519)

Interest Expense                                                                    56,610                17,480
State Income Taxes                                                                     800                     0
                                                                         -----------------     -----------------

                                                    Net Income (Loss)    $        (254,416)    $         (60,999)
                                                                         =================     ================= 
</TABLE>


See Notes to Financial Statements.

                                        6

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                                1997                  1996      
                                                                         -----------------     -----------------
OPERATING ACTIVITIES
<S>                                                                      <C>                   <C>               
   Net Income (Loss)                                                     $        (254,416)    $        (640,760)
   Adjustments:
     Depreciation and Amortization                                                  97,196               111,947
     Changes in current accounts                                                   (37,639)              (21,471)
     (Increase) Decrease in Notes Receivable                                             0               (95,746)
                                                                         -----------------     -----------------
                            Net Cash Required by Operating Activities             (194,859)             (646,030)

INVESTING ACTIVITIES
   Use of Fixed Assets to pay                                                            0                16,030
   Purchase of Fixed Assets                                                          2,050                     0
                                                                         -----------------     -----------------
                            Net Cash Required by Investing Activities                2,050                16,030

FINANCING ACTIVITIES
   Loans                                                                           194,582               647,234
   Repayment of Loans                                                               (2,111)              (63,066)
   Use of Stock for Repayment of loans                                                   0                60,994
                                                                         -----------------     -----------------
                  Net Cash Provide (Required) by Financing Activities              192,471               645,162
                                                                         -----------------     -----------------

   Increase (Decrease) in Cash and Cash Equivalents                                   (338)               15,162

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

   Cash and Cash Equivalents at End of Period                            $             859     $          22,181
                                                                         =================     =================
</TABLE>


See Notes to Financial Statements.

                                        7

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 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 September 30, 1997 the Company owed  $770,031 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. The Company also had
$29,000 receivable from a related party for sale of assets.

NOTE 4: INCOME TAXES

The  Company  has   available  at  September  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)
                  NINE MONTHS ENDED SEPTEMBER 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  September 30, 1997 was
equal to $60,999  compared  to a loss of  $347,429  for the three  months  ended
September 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 $69,658, depreciation and
amortization  totaled  $29,858,  and  interest  expense for the quarter  equaled
$17,480.  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 September 30, 1997,  compared to the same quarter last year.  Total
expenses  declined from  $344,929 to $69,658.  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 quarters ended September 30, 1997 or
September 30, 1996.

         The Company has  continued  to operate with a working  capital  deficit
through the third  quarter of 1997.  As of  September  30, 1997,  the  Company's
current  liabilities  of  $2,652,610  exceeded its current  assets of $29,859 by
$2,622,751.  Of this negative working capital,  $770,031 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.  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.

                                       10

<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 19, 1999

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.




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





                                       11