UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(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, 1996

                                       or

[  ] Transition  report  pursuant to Section 13 or 15(d) of the Securities and
     Exchange Act of 1934 For the transition period from: to

Commission file number:  33-5902-NY

                              MICRO-LITE TELEVISION
             (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)

9 Exchange Place, Suite 210,  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 X No

     The  number of  shares  outstanding  of the  registrant's  common  stock on
October 21, 1996 was 7,009,003 of which 1,004,167 have stop payment orders.  The
net shares outstanding of the registrant's  common stock on October 21, 1996 was
6,004,836.


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

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

     Condensed  Consolidated Balance Sheet as of December 31, 1995 and September
30, 1996;

     Condensed  Consolidated  Statements of Income for the three months and nine
months ended  September 30, 1996, for the three months ended  September 30, 1995
and  September  30, 1996,  and for the nine months ended  September 30, 1995 and
September 30, 1996;

     Condensed  Consolidated  Statement  of Cash Flows for the nine months ended
September 30, 1995 and September 30, 1996;

     Notes to Condensed Consolidated Financial Statements.


<PAGE>


                              MICRO-LITE TELEVISION
                          (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                               December 31,     September 30,
ASSETS                                             1995            1996
------                                             ----            ----
Current Assets:
<S>                                                   <C>            <C>
        Cash                                          7,019          22,181
        Marketable Securities                           906             906
        Notes Receivable                                500          96,246
        Accounts Receivable & Prepaids                  334             667
                                                        ---             ---
        Total Current Assets                          8,759         120,000

Property, Plant & Equipment                         254,571         189,659

Other Assets:
        Organizational Costs                            450             112
        Deposits                                      7,824           2,825
        Licenses and Other                        1,360,138       1,374,704
                                                  ---------       ---------
                                                  1,368,412       1,377,641

TOTAL ASSETS                                      1,631,742       1,687,300
                                                  =========       =========

LIABILITIES & SHAREHOLDERS EQUITY Current Liabilities:
        Accounts Payable                             84,870          88,772
        Accrued Liabilities                         768,762         752,951
        Note Payable                                176,000         606,061
        Income Taxes Payable                            800             800
        Current Portion of Long-Term Debt            12,684          25,035
        Payable - Related Parties                   571,560         618,945
                                                    -------         -------
        Total Current Liabilities                 1,614,676       2,092,564

Long-Term Debt                                       11,627         169,064
                                                     ------         -------
        Total Liabilities                         1,626,303       2,261,628

Shareholders Equity:
        Common Stock, $.001 par value;
        Authorized 200,000,000 shares;
        Issued and Outstanding 5,816,427
        at December 31, 1995 and 6,004,836
        at September 30, 1996                         5,816           6,005
        Additional Paid-in Capital                2,050,120       2,110,925
        Retained Earnings (Deficit)              (2,050,497)     (2,691,258)
                                                 ----------      ----------
        Total Shareholder's Equity                    5,439        (574,328)

TOTAL LIABILITES & EQUITY                         1,631,742       1,687,300
                                                  =========       =========
</TABLE>

     See Notes to Condensed Consolidated Financial Statements

<PAGE>


                              MICRO-LITE TELEVISION
                          (A Development Stage Company)
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                           Three Months            Nine Months
                                              Ended                   Ended
                                              Sep-96                  Sep-96
                                              ------                  ------
<S>                                                <C>                  <C>
Revenues From License Sales                             0               300,000

Cost of Licenses Sold                               2,500               109,894
                                                    -----               -------

Gross Profit                                       (2,500)              190,106

Other Revenues                                          0                   600

General & Administrative Expenses:
Brochures & Marketing                                 206                   530
Travel & Auto Expense                              23,174                48,016
Postage & Delivery                                  5,934                13,468
Payroll Taxes                                       5,393                19,079
Office Expenses                                     3,364                 5,167
Outside and Professional Services                  64,282               143,910
Rent                                               10,278                27,843
Salaries - Officers                                48,750               131,250
Salaries - Others                                  42,566               155,523
Depreciation & Amortization                        35,555               111,947
Bank Charges & Interest (net)                      69,757                74,525
Insurance                                           5,585                16,063
Equipment Rental                                        0                 2,381
Seminars & Conventions                              1,517                 3,470
MMDS Lease Payments                                 7,650                25,675
Tower Lease Payments                                2,385                 8,606
FCC Filing Fees                                     5,750                10,310
Telephone Expense                                   9,990                27,152
Computer Expense                                    1,481                 3,251
Other Taxes & Licenses                                 10                 1,548
Miscellaneous Expense                               1,302                   952
                                                    -----                   ---
Total General & Administrative Expenses           344,929               830,666

State Income Taxes                                      0                   800
                                                        -                   ---

Net Income (Loss)                                (347,429)             (640,760)
                                                 ========              ========
</TABLE>

     See Notes to Condensed Consolidated Financial Statements



<PAGE>


                              MICRO-LITE TELEVISION
                          (A Development Stage Company)
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          THREE MONTHS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                           Three Months            Three Months
                                              Ended                   Ended
                                              Sep-95                  Sep-96
                                              ------                  ------
<S>                                            <C>                     <C>
Revenues From License Sales                    250,000                       0

Cost of Licenses Sold                           16,259                   2,500
                                               -------                   -----

Gross Profit                                   233,741                  (2,500)

Other Income (Loss)                           (125,000)                      0

General & Administrative Expenses:
Brochures & Marketing                              173                     206
Travel & Auto Expense                           13,215                  23,174
Postage & Delivery                               4,882                   5,934
Payroll Taxes                                    8,741                   5,393
Office Expenses                                  3,932                   3,364
Outside and Professional Services               35,077                  64,282
Rent                                            10,223                  10,278
Salaries - Officers                             41,250                  48,750
Salaries - Others                               47,995                  42,566
Depreciation & Amortization                      9,674                  35,555
Bank Charges & Interest (net)                   14,479                  69,757
Insurance                                          793                   5,585
Equipment Rental                                 2,161                       0
Seminars & Conventions                               0                   1,517
MMDS Lease Payments                              3,670                   7,650
Tower Lease Payments                                 0                   2,385
FCC Filing Fees                                      0                   5,750
Telephone Expense                                7,491                   9,990
Computer Expense                                 1,037                   1,481
Other Taxes & Licenses                           1,264                      10
Miscellaneous Expense                            2,145                   1,302
                                                 -----                   -----
Total General & Administrative Expenses        208,202                 344,929

State Income Taxes                                   0                       0
                                                     -                       -

Net Income (Loss)                              (99,461)                (347,429)
                                             =========               ==========

</TABLE>

     See Notes to Condensed Consolidated Financial Statements


<PAGE>


                              MICRO-LITE TELEVISION
                          (A Development Stage Company)
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          NINE MONTHS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                           Nine Months            Nine Months
                                              Ended                   Ended
                                            Sep-30-95              Sep-30-96
                                            ---------              ---------
<S>                                            <C>                     <C>
Revenues From License Sales                    506,500                 300,000

Cost of Licenses Sold                           16,259                 109,894
                                               -------                   -----

Gross Profit                                   490,241                 190,106

Profit (Loss) From Sales of Securities          60,275                       0

Other Revenues (Expenses)                     (125,000)                    600

General & Administrative Expenses:
Brochures & Marketing                              606                     530
Travel & Auto Expense                           35,067                  48,016
Postage & Delivery                               9,671                  13,468
Payroll Taxes                                   21,633                  19,079
Office Expenses                                 12,996                   5,167
Outside and Professional Services               66,478                 143,910
Rent                                            23,245                  27,843
Salaries - Officers                            123,750                 131,250
Salaries - Others                              143,603                 155,523
Depreciation & Amortization                     29,112                 111,947
Bank Charges & Interest (net)                   15,700                  74,525
Insurance                                       17,428                  16,063
Equipment Rental                                 3,215                   2,381
Seminars & Conventions                           2,095                   3,470
MMDS Lease Payments                             12,050                  25,675
Tower Lease Payments                                 0                   8,606
FCC Filing Fees                                  6,100                  10,310
Telephone Expense                               27,388                  27,152
Computer Expense                                 2,696                   3,251
Other Taxes & Licenses                           1,749                   1,548
Miscellaneous Expense                            3,147                     952
                                                 -----                   -----
Total General & Administrative Expenses        557,730                 830,666

State Income Taxes                                 800                     800
                                                   ---                     ---

Net Income (Loss)                             (133,014)                (640,760)
                                             =========               ==========

</TABLE>

     See Notes to Condensed Consolidated Financial Statements




<PAGE>


                              MICRO-LITE TELEVISION
                          (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
          NINE MONTHS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                             Nine Months     Nine Months
                                                Ended           Ended
                                                Sep-95          Sep-96
                                                ------          ------
OPERATING ACTIVITIES
<S>                                            <C>             <C>
        Net Income (Loss)                      (133,014)       (640,760)

        Adjustments:
        Depreciation and Amortization            29,112         111,947
        (Increase) in Licenses and Other       (383,540)         (9,229)
        Changes in current accounts             259,467         (12,242)
        Increase in Notes Receivable             (9,816)        (95,746)
                                                 ------         -------
Net Cash Required by Operating Activities      (237,791)       (646,030)

INVESTING ACTIVITIES
        Cost of Securities Sold                 206,719               0
        Use of Fixed Assets to pay loan               0          16,030
        Purchase of Fixed Assets                 (5,664)              0
                                                 ------           -----
Net Cash Required by Investing Activities       201,055          16,030

FINANCING ACTIVITIES
        Loans                                   139,500         647,234
        Repayment of Loans                      (94,620)        (63,066)
        Use of Stock for Acquisitions                 0          60,994
                                                -------          ------
Net Cash Provided (Required) by Investing
     Activities                                  44,880         645,162

Increase (Decrease) in Cash and Cash
     Equivalents                                  8,144          15,162

Cash and Cash Equivalents at
        Beginning of Period                      31,388           7,019
                                                 ------           -----

Cash and Cash Equivalents at
        End of Period                            39,532          22,181
                                                 ======          ======
</TABLE>


     See Notes to Condensed Consolidated Financial Statements

<PAGE>


                              MICRO-LITE TELEVISION
                              A NEVADA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           NINE AND THREE MONTHS ENDED
                    SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995


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.

The Company  currently  is seeking a majority  approval of its  shareholders  to
approve  a plan  of  reorganization  which  will  include  a name  change  and a
recapitalization  of the Company.  This  recapitalization,  if  approved,  would
convert the existing outstanding Common Stock of the Company into a new class of
Preferred Stock. Additionally, the total number of shares of stock authorized by
the Company  would be reduced to  65,000,000  shares,  comprised  of  50,000,000
shares of Common Stock and 15,000,000 shares of serial preferred stock both with
a par value of $0.001. (See ITEM 5. Other Items.  Proposed  Recapitalization and
Name Change).

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, 1996 the Company owed $618,945 to related parties for loans and
sales to and  payments  made on  behalf of the  Company.  The  Company  computes
interest on the balance due to related parties at a rate of twelve percent (12%)
per annum.  Interest  expense of $50,133 has been  accrued by the Company in the
nine months ended  September 30, 1996. The total balance due to related  parties
was equal to $571,560 as of December 31, 1995.

NOTE 4:  INCOME TAXES

The  Company  has   available  at  September  30,  1996,   net  operating   loss
carryforwards  of  approximately  $2.7  million  which may  provide  future  tax
benefits expiring in June of 2008.

<PAGE>



NOTE 5:  INVESTMENT SECURITY

The  investment  consists  of 909  shares of the  common  stock in CAI  Wireless
Systems, Inc. ("CAI") as of December 31, 1995 and September 30, 1996.

NOTE 6:  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  expire  December 28, 1998. At
September 30, 1996,  there are  outstanding  66,667  warrants to purchase 66,667
shares of common stock at $4.50 per share. The warrants expire on July 16, 1997.
There are also 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 7:  SUBSEQUENT EVENTS

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


<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, 1996 was equal
to $347,429  compared to a loss of $99,461 for the three months ended  September
30, 1995.  The loss for the current  quarter was  attributable  to the Company's
continuing General and Administrative  Expenses of which salaries,  professional
services and  depreciation and  amortization  made up the largest amount.  Total
salaries of $91,316 were paid or accrued for the three  months  ended  September
30,  1996.  This equated to 26.5% of the total  expenses  for the quarter  which
totaled  $344,029.  This is compared  to  salaries  of $89,245,  or 42.9% of the
amount of expenses  for the three  months ended  September  30, 1995.  The total
expense for professional services, including legal, accounting,  engineering and
financial  advisors,  totaled  $64,282 for the three months ended  September 30,
1996.  This is a  substantial  increase  from the amount from the same period in
1995 of $35,077.  This increase is primarily  attributable to the legal expenses
associated with the various acquisitions being pursued by the Company as well as
the expense of continuing to pursue  financing.  Professional  services  expense
amounted to 18.6% of total General and  Administrative  Expenses for the quarter
ended  September  30, 1996 and 16.8% for the quarter  ended  September 30, 1995.
Interest expense  increased from $14,479 in the quarter ended September 30, 1995
to $69,757 in the quarter ended  September 30, 1996. This increase is due to the
interest accruing on the convertible  notes that are currently  outstanding (See
Part II - OTHER  INFORMATION,  Item 5.  Convertible  Debentures.) as well as the
accrual  of  interest  on notes to related  parties  (See Note 3 in the Notes to
Condensed Consolidated Financial Statements).

     The Company's  loss for the nine months ended  September 30, 1996 was equal
to $640,760  compared to a loss of $133,014 for the nine months ended  September
30, 1995. The loss for the nine month period was  attributable  to the Company's
continuing General and Administrative  Expenses of which salaries,  professional
services and  depreciation and  amortization  made up the largest amount.  Total
salaries of $286,773  were paid or accrued for the nine months  ended  September
30,  1996.  This  equated to 34.9% of the total  expenses  for the period  which
totaled  $831,565.  This is compared to  salaries of  $267,353,  or 47.9% of the
amount of expenses  for the nine months  ended  September  30,  1995.  The total
expense for professional services,  including legal, accounting and engineering,
totaled  $143,910  for the nine  months  ended  September  30,  1996.  This is a
substantial  increase  from the amount  from the same period in 1995 of $66,478.
This increase is primarily  attributable  to the legal expenses  associated with
the  various  acquisitions  being  pursued by the  Company  as well as  expenses
related to financial  advisors  assisting  the Company in seeking  financing for
continued operations and development.  Professional services expense amounted to
17.3% of total  General and  Administrative  Expenses  for the nine months ended
September  30,  1996 and 11.9% for the nine months  ended  September  30,  1995.
Interest  expense  increased from $15,700 in the nine months ended September 30,
1995 to $75,060 in the nine months ended  September  30, 1996.  This increase is
due to the  interest  accruing  on the  convertible  notes  that  are  currently
outstanding (See Part II - OTHER INFORMATION,  Item 5. Convertible  Debentures.)
as well as the accrual of interest  on notes to related  parties  (See Note 3 in
the Notes to Condensed Consolidated  Financial Statements).  Losses are expected
to  continue  throughout  the  development  stage  of the  Company  and into the
foreseeable future.

     The Company has  reported no  revenues  for the three month  period  ending
September  30,  1996.  This is  compared  to total  revenues  of $250,000 in the
quarter  ended  September  30,  1995  which was  generated  from the sale of the
Company's ITFS leases in Des Moines,  Iowa.  During the nine month period ending
September 30, 1996,  the Company  reported total revenue of $300,000 which was a
result of the Company  selling its  interests  in the  Bowling  Green,  Kentucky
market.  The gross  profit on this sale was  $190,106.  In the nine month period
ending September 30, 1995, the Company had posted total revenue of $506,500 with

<PAGE>



a gross profit of  $490,241.  The Company had also posted a profit of $60,275 on
sales of securities in the nine months ended  September 30, 1995 and had written
off worthless  licenses for a $125,000  deduction against income.  There were no
such items of income or loss in the nine month period ending September 30, 1996.

     The Company has continued to operate with a working capital deficit through
the second  quarter of 1996.  As of September 30, 1996,  the  Company's  current
liabilities of $2,092,564 exceeded its current assets of $120,000 by $1,972,564.
Of this negative working capital,  $618,945  represents  amounts owed to related
parties. The net working capital deficit, excluding payables to related parties,
is equal to  $1,353,619.  The Company  believes that the majority of the current
liabilities  can be  settled  by the  issuance  of its  common  stock  or by the
assignment of the preferred stock in World Interactive Network,  Inc. ("WIN-TV")
which the Company expects to have after the closing of its asset sale to WIN-TV.
(See "Part II - OTHER  INFORMATION,  Item 5.  Other  Information.  WIN-TV  Asset
Sale.")

     The  Company  continues  to  explore  routes  of  financing  to  begin  its
development  plans and has retained a financial  advisor,  Rickel &  Associates,
Inc. of New York City, to assist in its financing efforts.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 5. Other Information.

     WIN-TV Asset Sale. As previously disclosed in the Form 10-Q dated September
30, 1995 and the Form 10-K dated December 31, 1995, the Company has entered into
an Agreement to sell certain LPTV and MMDS channel  rights to World  Interactive
Television,  Inc.  ("WIN-TV").  An Agreement was executed between the parties in
August of 1995. The parties substantially altered the Agreement between them and
executed a revised contract,  which replaced the original agreement, on February
9,  1996.  The sale  will  include  one LPTV  station  in each of the  following
markets: Columbia, KY; Idaho Falls, ID; Marshalltown,  IA; Davenport, IA and Des
Moines,  IA. The sale will also include the Company's  MMDS holdings in Traverse
City,  MI,  Augusta,  ME and  Wausau,  WI.  The  agreement  will  close upon the
completion of WIN's pending merger with Struthers  Industries,  Inc. (NASDAQ OTC
Exchange:  "STIG")  and the  consolidated  company's  subsequent  listing on the
NASDAQ National Market System Exchange.  The Company will receive 274,000 shares
of WIN-TV Cumulative  Convertible  Preferred Series "C" stock with a liquidation
value of $4,567,580.  Currently,  249,000 shares of this stock are being held in
escrow in the name of the Company.  The  remaining  25,000 shares are being held
for distribution to fulfill a commission obligation payable by the Company to an
unrelated third party. The Company intends to assign a significant amount of the
WIN stock to certain creditors to satisfy some of its current  liabilities.  Any
stock remaining,  the Company anticipates  distributing to its shareholders in a
non-dividend distribution.  The total amount of this distribution is expected to
equal approximately  $3,000,000.  On September 6, 1996,  Struthers announced the
completion of its merger agreement with WIN-TV.  The application to be listed on
the NASDAQ NMS of the new company, WINCO, Inc., is pending.

     Beaumont  Transaction.  On April 17,  1996,  the  Company  entered  into an
agreement with Beaumont Broadcasting Corporation ("BBC") whereby the Company and
BBC agreed to form a Texas limited liability company,  Micro-Lite  Television of
Beaumont, LLC (the "LLC"), for purposes of owning and operating a wireless cable
system in the  Beaumont,  Texas  market.  The  Company  has paid $5,000 for a 1%
interest  in the LLC and BBC has  contributed  the  licenses  and  leases for 23
wireless cable channels in the market as well as a significant amount of assets,
including  transmission  equipment,  for the  remaining  99% of the LLC. BBC has
granted the Company an option to purchase 79% of the LLC for a purchase price of
$4M,  and a  second  purchase  option  for the  remaining  20% of the LLC for an
additional $1M. The Company has entered into a Management Agreement with the LLC
and is currently  operating  and managing the Beaumont  system  thereunder.  The
Management  Agreement  calls for the  Company  to manage,  operate  and fund the
system with any funds being used  therefor to be booked as a note  payable  from
the LLC to the  Company.  As of  September  30,  1996,  the Company has expended
$80,346 in direct  expenses  under the  Management  Agreement  and, as such, has
included a note  receivable  in that amount on its balance sheet as of September
30, 1996.

     Convertible Debentures.  Beginning in February of 1996, the Company began a
Private Placement of convertible  debentures.  Two types of debentures have been
offered.  As of  September  30,  1996 the Company has raised a total of $410,000
from eleven parties in this Private Placement  offering.  The terms of the first
debentures  call  for a  Promissory  Note in the  amount  of the sum paid to the
Company.  This note is bifurcated into an interest  bearing note carrying a rate
of 12% per annum for a term  ending  upon the  Company  receiving  financing  in
excess of Three  Million  Dollars.  This portion of the note,  which  amounts to
92.5% of the amount  paid to the  Company  may be prepaid  by the  Company.  The
remaining 7.5% of the note is in the form of a  Non-Negotiable  12%  Convertible
Promissory  Note which is convertible,  at the option of the payee,  into Common
Stock of the Company at a rate of $.25 per share. A total of $275,000 has been

<PAGE>



raised under these terms.  Should the  conversion  option be exercised by all of
the holders of this first type of debenture,  the Company would issue a total of
82,500  shares  of its  Common  Stock  to  satisfy  $20,625  of the  debt  which
represents the convertible  portion of this first type of debenture.  The second
type of debenture being offered by the Company  represents a wholly  convertible
Promissory  Note which is  convertible,  at the  option of the  payee,  into the
Company's  Common  Stock at a rate of $.50 per  share.  The  Company  has raised
$135,000 under these terms.  Should the conversion option be exercised by all of
the holders of this first type of debenture,  the Company would issue a total of
270,000  shares of its Common  Stock to satisfy all $135,000 of this second type
of convertible  debt. The Company has accrued total interest  expense of $14,573
on these  notes as of  September  30,  1996.  Should  the  conversion  option be
exercised by all of the holders both of these types of notes,  the Company would
issue a total of 352,500 shares of its Common Stock to satisfy $155,625 of debt.

     Cardiff Letter of Intent.  On September 5, 1996, the Company entered into a
Letter of Intent with Cardiff  Broadcasting  Group, Inc.  ("Cardiff") to acquire
substantially  all of the assets of Cardiff in exchange  for $7M in  convertible
preferred stock.  The Cardiff assets include an operating  wireless cable system
in Yuma,  Arizona and all available  wireless  cable  channels in the Tri-Cities
area of  Washington  state (this area  includes  Kennewick,  Pasco and Richmond,
Washington).  The Cardiff system in Yuma currently  serves  approximately  1,400
subscribers. The Letter of Intent calls for the Company to authorize and issue a
new class of preferred stock with a par value of $10.00 per share. Each share of
preferred stock would be convertible  into $10.00 of common stock upon an equity
offering  conducted by the Company.  The Company would issue  700,000  shares of
this  preferred  stock to Cardiff,  with  600,000  shares being  distributed  to
Cardiff  shareholders  and 100,000 shares being held in escrow to settle certain
liabilities  that  would not be assumed  by the  Company  under the terms of the
Letter of Intent.  The Company and Cardiff  are  currently  working  towards the
execution of a Definitive Agreement to complete the proposed transaction.

     Proposed Recapitalization and Name Change. The Company is currently seeking
majority consent of its shareholders to approve a plan of  reorganization  which
includes an amendment to the Company's  Articles of  Incorporation to change the
name of the  Company  to  Superior  Wireless  Communications,  Inc.  The plan of
reorganization, if approved, converts the existing shares of Common Stock in the
Company for a newly  created  class of  preferred  stock,  Class "A"  Cumulative
Convertible  Preferred  stock.  This  preferred  stock would have a preferential
liquidation  value of $1.50  per  share  and  would  carry a ten  percent  (10%)
dividend.  After a period of no more  than two  years,  the Class "A"  preferred
stock would convert back into Common Stock of the Company at a ten percent (10%)
discount to the market price of the  Company's  Common  Stock at that time.  The
Company feels that this plan of  reorganization  will make it a more  attractive
candidate to receive the substantial financing that is necessary for the Company
to move forward with its aggressive  growth and development  plans.  Other items
that are  sought  to be  approved  in this  document  are the  amendment  of the
Company's  stock option plan such that retired  employees may still  continue to
have the ability to exercise  their stock options under the plan.  Additionally,
in order to facilitate  the  Company's  recapitilization  plans and  acquisition
negotiations, the capital structure of the Company will be changed such that the
total number of  authorized  shares of common stock would be equal to 50,000,000
and the total number of preferred shares of stock authorized for issuance by the
Company  would be equal to  15,000,000.  The par value of both  classes of stock
will be $0.001.  Currently,  the Company has 200,000,000  shares of common stock
with a par value of $0.001  authorized and 6,004,836  shares  outstanding.  (See
Exhibit A).

<PAGE>


ITEM 6. Exhibits and Reports on Form 8-K

Exhibits

Exhibit A      Statement  of  Unanimous   Consent  of  Board  of  Directors  and
               Statement of Majority Consent of Shareholders
               Note:   This document is for informational purposes only and, to
                       date, has not been signed by a majority of shareholders.

Reports of Form 8-K

None.


<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:            October 22, 1996

                                     MICRO-LITE TELEVISION



                                       s:/ Jon H. Marple
                                     Jon H. Marple, President and Chairman



                                       s:/ Mary E. Blake
                                     Mary E. Blake, Vice President
                                     and Chief Financial Officer


<PAGE>



                                    Exhibit A
              Statement of Unanimous Consent of Board of Directors
                and Statement of Majority Consent of Shareholders

 Note:    This document is for informational purposes only and, to date, has not
          been signed by a majority of shareholders.


<PAGE>


===============================================================================
                           MICRO-LITE TELEVISION, INC.
-------------------------------------------------------------------------------

                         STATEMENT OF UNANIMOUS CONSENT

                                       OF

                               BOARD OF DIRECTORS

                                       AND

                          STATEMENT OF MAJORITY CONSENT

                                       OF

                                  SHAREHOLDERS

===============================================================================


<PAGE>




     _________This  STATEMENT OF UNANIMOUS CONSENT OF DIRECTORS when executed by
the Directors of the  Corporation  in accordance  with the provisions of Section
78.315 of Chapter 78 of the Nevada Revised  Statutes,  will become effective and
will have the same force and effect as if all such  Directors  were  present and
acting at a meeting  duly  noticed  and held for the  purpose  of  adopting  the
resolutions and taking the corporate action hereinafter set forth.

     _________This  STATEMENT OF MAJORITY CONSENT OF SHAREHOLDERS  when executed
by a majority of the  Shareholders  of the  Corporation  in accordance  with the
provisions of Section 78.320 of Chapter 78 of the Nevada Revised Statutes,  will
become  effective  on the  latest  date  set  opposite  the  signature  of  each
Shareholder and will have the same force and effect as if such Shareholders were
present  and  acting at a  meeting  duly  noticed  and held for the  purpose  of
adopting the resolutions and taking the corporate action hereinafter set forth.


                     AMENDMENTS TO ARTICLES OF INCORPORATION

     _________Article  I of the Articles of  Incorporation  is hereby amended to
     read as follows:

     The name of this corporation is Superior Wireless Communications, Inc.

     Article IV of the Articles of  Incorporation  is hereby  amended to read as
     follows:

          The  aggregate  number of shares of all classes of capital stock which
     the  Corporation  has authority to issue is 65,000,000 of which  50,000,000
     are to be shares of common stock,  $.001 par value per share,  and of which
     15,000,000 are to be shares of serial preferred stock,  $.001 par value per
     share.  The  shares may be issued by the  Corporation  from time to time as
     approved by the board of directors of the Corporation  without the approval
     of the stockholders  except as otherwise  provided in this Article V or the
     rules of a national  securities  exchange if applicable.  The consideration
     for  the  issuance  of the  shares  shall  be paid  to or  received  by the
     Corporation  in full before  their  issuance and shall not be less than the
     par value per share. The consideration for the issuance of the shares shall
     be cash,  services  rendered,  personal property  (tangible or intangible),
     real property, leases of real property or any combination of the foregoing.
     In the  absence of actual  fraud in the  transaction,  the  judgment of the
     board  of  directors  as to  the  value  of  such  consideration  shall  be
     conclusive.  Upon payment of such consideration such shares shall be deemed
     to be fully paid and nonassessable. In the case of a stock dividend, the

                                       1

<PAGE>


     part of the  surplus  of the  Corporation  which is  transferred  to stated
     capital upon the issuance of shares as a stock  dividend shall be deemed to
     be the consideration for their issuance.

          A  description  of the  different  classes  and series (if any) of the
     Corporation's  capital  stock,  and a  statement  of the  relative  powers,
     designations, preferences and rights of the shares of each class and series
     (if  any)  of  capital  stock,  and  the  qualifications,   limitations  or
     restrictions thereof, are as follows:

               A. Common  Stock.  Except as provided  in this  Certificate,  the
          holders of the common stock shall exclusively posses all voting power.
          Subject to the provisions of this  Certificate,  each holder of shares
          of common  stock  shall be entitled to one vote for each share held by
          such holders.

               Whenever  there shall have been paid,  or declared  and set aside
          for payment,  to the holders of the outstanding shares of any class or
          series of stock  having  preference  over the  common  stock as to the
          payment of dividends, the full amount of dividends and sinking fund or
          retirement fund or other  retirement  payments,  if any, to which such
          holders are  respectively  entitled in preference to the common stock,
          then  dividends may be paid on the common  stock,  and on any class or
          series of stock entitled to participate therewith as to dividends, out
          of any assets legally available for the payment of dividends, but only
          when and as declared by the board of directors of the Corporation.

               In the event of any liquidation, dissolution or winding up of the
          Corporation,  after  there shall have been paid,  or declared  and set
          aside for  payment,  to the holders of the  outstanding  shares of any
          class having  preference over the common stock in any such event,  the
          full preferential amounts to which they are respectively entitled, the
          holders  of the  common  stock  and of any  class or  series  of stock
          entitled  to  participate  therewith,  in  whole  or  in  part,  as to
          distribution  of assets shall be entitled,  after payment or provision
          for  payment  of all  debts and  liabilities  of the  Corporation,  to
          receive  the  remaining  assets  of  the  Corporation   available  for
          distribution, in cash or in kind.

               Each share of common stock shall have the same  relative  powers,
          preferences  and  rights as, and shall be  identical  in all  respects
          with, all the other shares of common stock of the Corporation.

               B.   Serial   Preferred   Stock.   Except  as  provided  in  this
          Certificate,  the board of directors of the Corporation is authorized,
          by resolution or resolutions from time to time adopted, to provide for
          the issuance of serial  preferred stock in series and to fix and state
          the powers,  designations,  preferences  and relative,  participating,
          optional or other  special  rights of the shares of each such  series,
          and the qualifications, limitation or restrictions thereof, including,
          but not limited to determination of any of the following:

                    (1) the  distinctive  serial  designation  and the number of
               shares constituting such series;

                    (2) the rights in respect of  dividends,  if any, to be paid
               on  the  shares  of  such  series,  whether  dividends  shall  be
               cumulative  and, if so, from which date or dates,  the payment or
               date or  dates  for  dividends,  and the  participating  or other
               special rights, if any, with respect to dividends;

                    (3) the  voting  powers,  full or  limited,  if any,  of the
               shares of such series;

                    (4) whether the shares of such  series  shall be  redeemable
               and,  if so,  the price or  prices  at  which,  and the terms and
               conditions upon which such shares may be redeemed;

                                       2

<PAGE>


                    (5) the  amount or amounts  payable  upon the shares of such
               series  in the event of  voluntary  or  involuntary  liquidation,
               dissolution or winding up of the Corporation;

                    (6) whether  the shares of such series  shall be entitled to
               the benefits of a sinking or retirement fund to be applied to the
               purchase or redemption of such shares,  and, if so entitled,  the
               amount of such fund and the manner of its application,  including
               the price or prices  at which  such  shares  may be  redeemed  or
               purchased through the application of such funds;

                    (7) whether the shares of such series  shall be  convertible
               into, or  exchangeable  for, shares of any other class or classes
               or any other  series of the same or any other class or classes of
               stock of the Corporation  and, if so convertible or exchangeable,
               the conversion price or prices, or the rate or rates of exchange,
               and the adjustments  thereof, if any, at which such conversion or
               exchange may be made,  and any other terms and conditions of such
               conversion or exchange;

                    (8)  the   subscription   or  purchase  price  and  form  of
               consideration  for  which  the  shares  of such  series  shall be
               issued; and

                    (9) whether the shares of such series  which are redeemed or
               converted shall have the status of authorized but unissued shares
               of serial preferred stock and whether such shares may be reissued
               as  shares of the same or any  other  series of serial  preferred
               stock.

               Each share of each  series of serial  preferred  stock shall have
          the same  relative  powers,  preferences  and  rights as, and shall be
          identical  in  all  respects   with,  all  the  other  shares  of  the
          Corporation of the same series,  except the times from which dividends
          on shares which may be issued from time to time of any such series may
          begin to accrue.


              EXCHANGE OF SERIES A PREFERRED STOCK FOR COMMON STOCK

     RESOLVED,  that  each of the  6,004,836  shares  of  presently  issued  and
outstanding  common  stock of the  Corporation  be  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,  with the
following rights and preferences:

          1.  Record  Date.  All common  stockholders  of record at the close of
     business  in New York,  NY on the 17th day of  October,  1996 ("the  Record
     Date") will exchange each share of common stock held for one share of Class
     A Preferred Stock.

          2. Dividends.  The holders of the Class A Preferred Stock  ("Holders")
     shall be entitled to  cumulative  preferential  dividends,  when, as and if
     declared  by the  Board of  Directors  quarter  annually  on  November  15,
     February  15,  May 15 and  August 15 each  year in an  amount  equal to ten
     percent (10%) per annum of the  liquidation  preference per share of $1.50.
     In the  event  the  Corporation  has  not  filed a  registration  statement
     relating  to the  Conversion  Shares  (as  hereinafter  defined)  under the
     Securities  Act of 1933, as amended (the "Act"),  after the Record Date for
     the  exchange of the Class A Preferred  Stock by the  Corporation  and such
     registration  statement is not  effective  under the Act on the  Conversion
     Date,  the  cumulative  preferential  dividend  rate shall be  increased to
     twelve (12%) per annum of the liquidation preference per share of $1.50.

                                       3

<PAGE>


     Dividends may be paid (to the extent  permissible  under the Nevada Revised
     Statutes)  to the  Holders  in cash or, at the  option of the  Company,  in
     shares (the  "Dividend  Shares") of common  stock of the  Corporation,  par
     value $.001 per share (the  "Common  Stock")  (based upon the average  last
     sale  price of a share of  Common  Stock  for the  five  (5)  trading  days
     preceding  the record date for a particular  dividend)  provided  that such
     Dividend Shares are covered by a current  registration  statement which has
     been declared effective under the Act.

          3.  Liquidation  Rights.  In the event of any voluntary or involuntary
     liquidation,  dissolution or winding up of the affairs of the  Corporation,
     each share of Class A Preferred  Stock  shall be entitled to receive  $1.50
     per share.

          4. Voting  Rights.  The Holders shall be entitled to one vote for each
     five  shares  held upon any  matters to which  holders of common  stock are
     entitled  to vote at the same  time and in the same  manner  as the  common
     stockholders.

          5.  Redemption.  The Class A Preferred  Stock is not redeemable by the
     Corporation.

          6.  Conversion  Into  Common  Stock.  (a) Upon the  earlier of: (i) 24
     months  after the Record Date for the  exchange of Class A Preferred  Stock
     for  common  stock  or  (ii)  14  months  after  the  effective  date  of a
     registration  statement  under the Act  covering a primary  offering of not
     less than  $10,000,000 of common stock of the Corporation  (the "Conversion
     Date") and with no other action  required by the Corporation or the Holder,
     the  shares  of  Class A  Preferred  Stock  held by each  Holder  shall  be
     converted into the next highest number of whole shares of the Corporation's
     Common  Stock  (the  "Conversion  Shares")  as shall  equal  $1.50 plus all
     accrued and unpaid  dividends per share divided by 90% of the average daily
     closing prices for the 30 consecutive trading days commencing with the 35th
     trading day before the Conversion Date (the "Conversion  Price") subject to
     adjustment as set forth below.

               (b) The  Conversion  Price  shall be  subject  to  adjustment  as
          follows:

                    (i) In the event that the  Corporation  shall  issue or sell
               shares of its  Common  Stock  (except  for shares  issuable  upon
               exercise or conversion of securities  outstanding  or issuable by
               the Company as of the date hereof) at a price per share less that
               the then current  Conversion  Price (the "New Issue Price"),  the
               Conversion Price shall be reduced to the greater of the New Issue
               Price or $1.25 per share; and

                    (ii)  In  the  event  that  the  Corporation's  registration
               statement under the Act registering the Conversion  Shares is not
               effective on the Conversion  Date, the Conversion  Price shall be
               subject to an  additional  reduction of 10% for each 90-day delay
               in the effective date of such  registration  statement,  provided
               however that in no event shall the Conversion  Price be less than
               $1.25 per share.

               (d) Promptly after the receipt of certificates representing Class
          A  Preferred  Stock and  surrender  of Class A  Preferred  Stock,  the
          Corporation  shall  issue  and  deliver,  or  cause to be  issued  and
          delivered,  to the Holder a certificate or certificates for the number
          of next highest  number of whole shares of Common Stock  issuable upon
          the conversion of such Class A Preferred  Stock. No fractional  shares
          shall be issued upon  conversion  of the Class A Preferred  Stock into
          shares of Common Stock. To the extent permitted by law, the conversion
          shall be deemed to have been effected as of the close of business on

                                       4

<PAGE>


          the  Conversion  Date (or on the next  preceding  business  day if the
          Conversion  Date is not a business day) and at that time the rights of
          the Holder,  as such Holder,  shall cease, and the holder shall become
          the Holder of record of Conversion Shares.

               (e) Upon any  liquidation or winding up of the  Corporation,  the
          right of conversion of the Class A Preferred  Stock shall terminate at
          the close of  business on the last full  business  day before the date
          fixed for payment of the amount  distributable  in  liquidation of the
          Class A Preferred Stock.

          7.  Registration  Rights.  Unless sooner  registered,  the Corporation
     shall file a  registration  statement  registering  the  Conversion  Shares
     issuable to the Holders of Class A Preferred  Stock.  In the event that the
     registration  statement  is not  effective  on  the  Conversion  Date,  the
     Conversion Price will be reduced as provided by Subsection 6(b) hereof, and
     dividends  payable  on the Class A  Preferred  Stock will be  increased  as
     provided by Subsection 2 hereof.

          8.  Rank.   With  respect  to  the  payment  of  dividends   and  upon
     liquidation, the shares of the Class A Preferred Stock shall rank junior to
     any other  shares of  Preferred  Stock and  senior to the  shares of Common
     Stock of the Corporation.

     BE IT FURTHER  RESOLVED,  that the proper officers of this  Corporation be,
and each hereby is, authorized,  empowered and directed, to prepare, execute and
deliver  to,  or upon the order  of,  each  holder of record of shares of common
stock, a certificate or  certificates  evidencing the ownership of the shares of
Class A Preferred Stock;

     BE IT FURTHER RESOLVED,  that upon issuance thereof, each of said shares of
Class A Preferred  Stock of the  Corporation  be, and each such share hereby is,
vested in each holder of record of shares of common  stock as the owner  thereof
as fully  paid and  non-assessable  shares  of  Class A  Preferred  Stock of the
Corporation; and

     BE IT FURTHER  RESOLVED,  that the President and the Secretary or Assistant
Secretary  of the  Corporation  be, and each of them  hereby is,  authorized  to
execute and deliver such documents and instruments and to do all acts and things
to effectuate the intent of the foregoing resolutions.


           AMENDMENT TO MICRO-LITE TELEVISION, INC. STOCK OPTION PLAN

     RESOLVED,  that Section II of the Micro-Lite Television,  Inc. Stock Option
Plan  effective  the  1st  day  of  January,  1993  shall  be  amended  so  that
subparagraph H reads as follows:
               "Plan"  shall mean the  Superior  Wireless  Communications,  Inc.
               Stock Option Plan.

     BE IT FURTHER RESOLVED,  that the Micro-Lite Television,  Inc. Stock Option
Plan shall be amended by deleting therefrom the following section:

                         VIII. TERMINATION OF EMPLOYMENT

               Except as provided in Article IX below,  if a Participant  ceases
          to  be  employed  by  the  Company,   his  Options   shall   terminate
          immediately;  provided,  however, that if a Participant's cessation of
          employment  with the Company is due to his retirement with the consent
          of the  Company,  the  Participant  may, at any time within  three (3)
          months after such cessation of employment, exercise his Options to the
          extent that he was entitled to exercise  them on the date of cessation
          of employment,  but in no event shall any Option be  exercisable  more
          than ten (10) years from the date it was granted.  The  Committee  may
          cancel an Option during the three (3) month period referred to in this

                                       5

<PAGE>


          paragraph,  if the  Participant  engages in  employment  or activities
          contrary,  in the opinion of the  Committee,  to the best interests of
          the  Company.  The  Committee  shall  determine in each case whether a
          termination  of employment  shall be considered a retirement  with the
          consent of the Company,  and,  subject to  applicable  law,  whether a
          leave of absence shall  constitute a termination  of  employment.  Any
          such  determination  of the Committee  shall be final and  conclusive,
          unless overruled by the Board.

     BE IT  FURTHER  RESOLVED,  that  the  President  and the  Secretary  of the
Corporation  be, and each of them hereby is,  authorized  to execute and deliver
such documents and  instruments  and to do all acts and things to effectuate the
intent of the foregoing resolution.

     EXECUTED  in  multiple  counterparts  by  each  of  the  Directors  of  the
Corporation and the holders of a majority of the  outstanding  shares of capital
stock entitled to vote as of the date set below their respective signatures.

                                                    DIRECTORS



  /s/  Jon H. Marple                          /s/  Mary Blake
Jon H. Marple, Director                       Mary Blake, Director
Date:  October 9, 1996                        Date: October 9, 1996



  /s/  John C. Spradley                        /s/  Charles Bartell
John C. Spradley, III, Director                Charles Bartell, Director
Date:  October 9, 1996                         Date: October 9, 1996



  /s/  Jon Richard Marple                      /s/  Brooks M. Freeman
Jon Richard Marple, Director                   Brooks M. Freeman, Director
Date:  October 9, 1996                         Date: October 9, 1996



  /s/  Jeffrey R. Matsen
Jeffrey R. Matsen, J.D., Director
Date:  October 9, 1996


                                       6