SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------

                                   FORM 10-KSB

(Mark one)
                  [X]      ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996          COMMISSION FILE NO. 0-27770

                  [  ]     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                        21ST CENTURY WIRELESS GROUP, INC.

                     NEVADA                                      41-1824951
         (State or other jurisdiction of                      (I.R.S. Employer
         incorporation or organization)                      Identification No.)

               406 GATEWAY BOULEVARD, BURNSVILLE, MINNESOTA 55337
               (Address of principal executive offices) (Zip code)
        Registrant's telephone number, including area code: 612-890-8800

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12 (g) of the Act:

                          COMMON STOCK, .001 PAR VALUE

         Check whether the Registrant (1) has filed all reports required 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 __

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The Registrant's revenues for the fiscal year ended December 31, 1996
were $1,760,841.

         As of March 15, 1997, 3,308,541 shares of Common Stock of the
Registrant were outstanding.

         Documents incorporated by reference:        None.

         Transitional Small Business Disclosure Format (check one): YES__ NO  X

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


                                     PART 1

         This form 10-KSB40 contains certain forward looking statements. For
this purpose, any statements contained in this Form 10-KSB40 that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate' "estimate" or "continue" or comparable terminology are
intended to indentify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors.

ITEM 1.  BUSINESS

A)  DEVELOPMENT OF BUSINESS

         21ST CENTURY WIRELESS GROUP, INC. (the "Company") was incorporated in
Nevada as a shell corporation in 1994. The Company was incorporated at the
direction of members of the Management Committee of Twin Cities 3rd Mobile
Associates, a California general partnership ("TC3M"), to be used as a vehicle
for converting TC3M from a partnership to a corporation.

         On November 24, 1995, all assets of TC3M were transferred to the
Company in exchange for shares of the Company's Common Stock, plus warrants to
purchase additional shares of Common Stock.

         Effective January 1, 1996, the Company acquired substantially all of
the assets of Southern Minnesota Communications of Waseca, MN for stock and
cash. Effective September 1, 1996 the Company purchased the stock of Peacock's
Radio and Wild's Computer Service of West Memphis, AK. Effective October 14,
1996, the Company acquired substantially all of the assets of Currie
Communications of West Memphis, AK. These acquired business are in the same
business as the Company but in different geographic areas.

B)  BUSINESS OF THE COMPANY

         The Company's principal business is providing telecommunication
services in the Southern half of the State of Minnesota, including the
Minneapolis-St. Paul metropolitan area, and portions of Arkansas, Tennessee,
Missouri, and Mississippi, including the greater Memphis, TN metropolitan area.
The Company operates under specialized mobile radio ("SMR") licenses issued by
the Federal Communications Commission ("FCC"). The Company services
approximately 9,800 subscribers on 300 SMR channels providing coverage in the
Company's service area. In addition to providing SMR services, the operations
that were acquired in 1996 sell and service SMR radios and radio equipment and
provide paging services to customers.

         SMR provides communications services to vehicle-mounted and handheld
portable telephones and two-way radio units. Although SMR operators can offer
SMR service to virtually any customer, the Company's subscribers are primarily
business entities. A typical user of the Company's services would be a company
operating a fleet of vehicles which uses the Company's services to communicate
with the vehicles.

         SMR operators, including the Company, offer a broad range of mobile
communications services, including telephone interconnect, dispatch, data
transmission, and telemetry services. In the major metropolitan areas, the
Company concentrates on dispatch services at this time, because it allows for
maximization of revenue where spectrum is scarce. In the rural areas where
spectrum is in greater supply, the Company is actively selling interconnected
service which allows the customers SMR radio to function like a cellular
telephone. Interconnected service allows the Company to increase revenue per
radio but it allows for fewer radios per channel. The Company derives its
revenues primarily from access and airtime charges for SMR system usage, sale,
installation and repairing of major manufacturer SMR radios including Motorola
and sale and recurring revenue associated with a paging operation.

BUSINESS STRATEGY

         The Company's strategy is to concentrate on providing SMR services in
rural areas and small and medium-sized cities in the heartland of the United
States. This is the area from the Canadian border to the Gulf of Mexico,
generally following the Mississippi River. The Company's goal is to develop a
seamless area of coverage ("footprint") from Minnesota to Louisiana.

         The Company's business strategy includes the following elements:

*Expansion of Footprint. The Company seeks to expand within its existing markets
and into contiguous or nearby markets both through acquisition and startup
operations. A continued expansion of its footprint will enable the Company to
offer users a substantially greater coverage area than its competitors.

*Internal Growth. Once the Company acquires SMR systems, it believes it can add
subscribers at a relatively low incremental cost. In addition, the Company seeks
to improve average revenues per subscriber and resulting profitability by
focusing its marketing efforts on telephone interconnect services and increasing
the use of airtime charges.

*Operating Efficiencies. The Company believes that the SMR business involves
significant economies of scale that enable larger SMR providers to generate
higher levels of profitability. By consolidating fragmented SMR operations, the
Company hopes to achieve efficiencies in administrative services, bulk equipment
purchases and resource utilization. Any resulting economies of scale would
enhance overall profitability and enable the Company to compete aggressively on
price with other wireless communications providers.

SALES AND MARKETING

         Historically, the Company has used independent agents to market the
Company's SMR services in the Twin Cities. Substantially all of the Company's
arrangements with these independent marketers have been informal, unwritten
agreements. These independent marketers do not sell exclusively for the Company
and are free to sell for competitors of the Company. The Company believes,
however, that the independent marketers that sell for the Company perform a
majority of their sales for the Company.

         With its acquisitions of SMC, Peacock, and Currie during 1996, the
Company acquired an internal sales staff to market the Company's products and
services in some areas. The Company will use independent marketers and its
internal sales staff to sell its products and services.

PRODUCTS

         The Company has on-going plans to upgrade its products and services and
add new products and services to enhance its existing system as necessary to
meet competitive challenges and adopt technical advances. The types of
enhancements planned by the Company include installing transmitting equipment
upgrades when made available by suppliers, offering improved hand-held units to
customers as those units become available, and, subject to FCC approval,
acquiring additional licenses that become available, moving channels from one
portion of the Company's system to another to make the best use of channel
capacity, adding height to towers to increase signal range and moving towers to
optimize signal coverage.

         The Company anticipates that the planned enhancements will not involve
any substantial change to its existing system or services, will not require a
substantial use of the Company's cash resources and will not require the Company
to raise additional capital. The Company currently has no plans to convert from
analog to digital technology.

COMPETITION

         The Company faces competition in each of its market areas from other
entities offering both SMR and other communication services. Competitors include
providers of hard-wire transmission (including fiber optic service and
traditional telephone service), cellular systems, personal communications
systems, other SMR operators and satellite communications. Some of these
competing products are currently in place; others are only in the proposal or
development stages. The Company anticipates that competition will be less
intense in the rural areas serviced by the Company where the high fixed costs of
installing new technological equipment is a substantial barrier to competition.

SOURCES OF SUPPLIES

         The Company obtains transmitting equipment and two-way radio units from
several different sources. Primary suppliers include Motorola, E.F. Johnson
Company and Ericsson. The Company does not have written supply agreements or
contracts with any of these suppliers. The Company does not anticipate that it
will become unduly dependent on any single supplier.

REGULATION

         The Company holds FCC licenses to provide SMR services. These licenses
are indispensable to the Company's operations. So long as the Company complies
with applicable FCC rules and regulations, the Company anticipates that its FCC
licenses effectively have an indefinite duration. The Company's FCC licenses and
operations are subject to extensive FCC regulations. The Company believes that
it is in compliance with FCC regulations in all material respects. If the
Company fails to maintain substantial compliance with FCC regulations, it could
lose its FCC licenses.

         The Company's leased and owned transmission towers are subject to
substantial safety and land use regulations. The Company believes it is in
substantial compliance with all such regulations.

RESEARCH AND DEVELOPMENT

         The Company has not engaged in any substantial research and development
activities in the last two years.

ENVIRONMENTAL REGULATION

         The Company does not incur any substantial costs in maintaining
compliance with applicable federal, state and local environmental laws.

EMPLOYEES

         The Company has 25 full-time employees, of which 7 are in the Twin
Cities area, 8 are in Southern Minnesota and 10 are in Arkansas. None of the
Company's employees are subject to a collective bargaining agreement and the
Company believes its relations with employees are good. There are no pending or
threatened labor or employment disputes or work interruptions.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company conducts its management operations out of leased office
facilities of approximately 2,465 square feet located at 406 Gateway Boulevard,
Burnsville, Minnesota. The Company owns a 5,000 square foot building at 403 Polk
Street, West Memphis, Arkansas, which is the location for 21st CENTURY WIRELESS
GROUP, INC. operations in Arkansas. In addition, the company owns five small
parcels of land, four in Minnesota and one in Arkansas upon which transmission
towers owned by the Company are located.

          The Company, directly or indirectly holds, 19 owned and 14 leased
transmission sites throughout Minnesota and adjoining states, and 8 owned and 12
leased antenna sites in the Memphis, Tennessee area.

         The Company believes that its properties are suitable and adequate for
its current operations and are adequate to accommodate the Company's anticipated
growth. The Company currently leases and subleases excess space on some of its
antenna sites to third parties.


ITEM 3. LEGAL PROCEEDINGS.

         There are no material pending or threatened legal, governmental,
administrative or other proceedings to which the Company is party or of which
its property is subject.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matter was submitted to a vote of security holders during fiscal
years covered by this report.


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         The Company filed a 10-SB Registration, which was approved by the
Securities & Exchange Commission on November 4, 1996.


ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

FISCAL YEAR 1996 COMPARED TO FISCAL YEAR 1995

         The Company derives its revenue from fees charged for the use of its
radio transmission equipment and from the sale and servicing of Specialized
Mobile Radio (SMR) and paging equipment.

         Revenue for year ended December 31, 1996 was $1,761,000 compared to
$510,000 for the year end December 31, 1995, an increase of $1,251,000 (245%).
The Company operated from locations in the Twin Cities area of Minnesota in 1995
and added the operation of Southern Minnesota Communications (SMC) through an
acquisition, effective January 1, 1996, Peacock's Radio and Wild's Computer
Service of West Memphis, Arkansas (Peacock) effective September 1, 1996 and
Currie Communications of West Memphis, Arkansas (Currie), effective October 14,
1996. The Peacock and Currie businesses have subsequently been merged together
to form the West Memphis operations of 21st CENTURY WIRELESS GROUP, INC.

         The results of SMC are included from January 1, 1996, the results of
Peacock are included from September 1, 1996 and the results of Currie are
included from October 14, 1996. On a proforma basis, revenue for the year 1996
for all operations would have been $2,717,000. Revenue from the Twin Cities
location increased by 37% in 1996 from $510,000 to $700,000 due to an increase
in the number of subscriber units loaded on the system as well as strategic rate
increases. At December 31, 1996, the Company had approximately 7,000 subscriber
units loaded at 800 MHz, 2,300 subscriber units loaded at 450 MHz and 500 pagers
loaded compared to approximately 4,000 subscriber units in 1995.

         The cost of revenue is comprised of site rental, maintenance, and
utilities for the Company's transmission equipment, cost of land mobile radios
sold to customers, and service labor and parts.

         Cost of revenue for the year ended December 31, 1996, was $996,000
compared to $98,000 for the year ended December 31, 1995. The increase was due
to the addition of the SMC, Peacock, and Currie operations. These operations
sell and service SMR radios in addition to providing air-time to SMR customers.
The cost structure on an air-time provider is essentially fixed and consists of
rent, power, and utilities at the tower site. The cost structure of a retail
radio operation is heavily variable, with a large part of the cost being the
products that are re-sold. The additional revenue in the Twin Cites operation
added very little additional cost. The additional cost of sales is primarily
from the acquired operations and consists of cost of products sold, cost of
parts sold in the repair of radios and the cost of service technicians that
repair radios, in addition to the fixed costs of being air-time providers in
Southern Minnesota and the Memphis area. The Company has taken an aggressive
posture on reserving for obsolescence and valuation of inventory in the newly
acquired locations and has recorded a one-time charge to cost of sales of
approximately $180,000, which had an adverse impact on the cost of revenue.

         The gross profit for the year ended December 31, 1996, was 43% compared
to 81% for the year ended December 31, 1995. The gross profit percentage was
adversely affected by the inventory reserves described above. The one-time
charges resulted in a reduction of 10% in the gross profit margin, from 53% to
the 43% reported. As described above, the cost structure of the Company is
considerably different than in 1995. The gross profit percentage for 1996
includes margin on the retail radio sales and service operations of SMC, Peacock
and Currie. These margins are lower because of the variable cost of products
sold.

         The Company believes that as it expands, future sales will be a
combination of air-time and retail radio sales and service, and the gross profit
percentage will be approximately 55% to 60% in the future.

          Selling expense for the acquired operations added $225,000, and
selling expense in the Twin Cities increased by $75,000. The Company utilizes
third party sales agents in the Twin Cities and compensates these agents for
each radio that they load on the 21st CENTURY WIRELESS GROUP, INC. system.
Selling expense in the Twin Cities is for commission payments to these third
party sales agents. Approximately 1,300 radios were added to the system in 1996
compared to approximately 550 radios in 1995.

         All of the operations acquired in 1996 have their own sales personnel
who sell radios, maintenance contracts and air-time service. The selling
expense in these operations consist of salaries, sales commissions, sales
representatives expenses and the cost of advertising and promotion.

         General and Administrative (G & A) expense for the year ended December
31, 1996, was $1,423,000 compared to $905,000 for the year ended December 31,
1995, an increase of $518,000. The newly acquired operations in Minnesota and
Arkansas added $345,000 to G&A expense for the cost of managing these
operations. The depreciation and amortization associated with the acquisition of
these businesses added another $140,000 to G & A.

         The remaining increase in G & A expense was from the Twin Cities
operation and is due to increased personnel costs associated with the addition
of a full time CFO and additional depreciation and amortization due to property
additions and the revaluation of the assets acquired from the predecessor
Company as a result of settlement with the promoters of the predecessor Company.

          During 1995, the management committee of the predecessor company was
actively involved in the day-to-day management of the Company and compensation
to the management committee of $143,000 was identified on a separate line on the
Consolidated Statement of Operations.

         Non-operating legal fees and restructuring charges for the year
December 31, 1996 was $46,000 compared to $181,000 for the year ended December
31, 1995. The 1996 charges were for costs associated with the settlement with
the promoters of the predecessor Company, in which 21st CENTURY WIRELESS GROUP,
INC. was able to recover the interest in the property that the promoters had
retained. The charges in 1995 were one-time costs associated with the
restructuring of the Company.

         Net loss for the year ended December 31, 1996 was $1,101,000 compared
to $847,000 for the of year ended December 31, 1995. Loss per share increased by
$0.02. The Company was operating as a partnership in 1995 and the number of
shares was imputed reflecting the number of shares issued in exchange for
partnership units subject to the stock split.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 1996, the Company's working capital was $(278,000)
compared to $359,000 at December 31, 1995.

         Included in the current liabilities at December 31, 1996 was $ 511,000
of seller financed debt, from the previous owners of SMC and Currie, including
$195,000 in accounts payable. The Company is currently trying to re-finance this
debt.

         The Company has been actively pursuing additional sources of financing.
On January 21, 1997, the Company signed a retainer agreement with a Twin Cities
based Investment Banker to assist in raising funds on behalf of the Company. If
successful, these funds could be raised either through debt or equity
arrangements.

         Until such financing is completed, the Company has curtailed any
growth, deferred any unnecessary capital expenditures, and reduced costs
wherever possible without jeopardizing the Company's revenue.

         During the period of July 12, 1996 through August 20, 1996 the Company
offered its existing shareholders an opportunity to exercise their stock
warrants. The Company issued 79,400 shares of common stock and raised $372,000
in cash. In the first quarter of 1997, an additional offer was made to the
shareholders that had remaining warrants. An additional $40,000 was raised.

         Cash flow used by operations for the year ended December 31, 1996 was
$230,000 compared to $442,000 for the year ended December 31, 1995.

         Cash used by investing activities was $548,000 for the year ended
December 31, 1996 compared to $487,000 for the year ended December 31, 1995.
Capital expenditures during 1996 totalled $403,000, with the largest item being
approximately $150,000 for the paging system in Arkansas; $65,000 was spent on
the purchase of Currie Communications and $53,000 was spent on FCC licenses and
organizational costs. The investments in 1995 were for the purchase of property
and equipment of $252,000 for upgrades to the Company's communication system;
$168,000 in prepaid acquisition costs associated with the purchase of SMC and
Peacock; and $67,000 in intangible assets.

         Net cash generated from financing activities during 1996 was $186,000.
$372,000 was raised from the exercise of warrants by the Company's shareholders.
$159,000 was spent on the Company's Securities and Exchange Commission
registration and the Company repurchased $27,000 of its' stock as part of the
purchase of Peacock.

         Historically, inflation has very little effect on the Company.

         The Company has no postretirement benefit program and does not
anticipate establishing any postretirement benefit program.

ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS
                                                                          Page
                                                                          ----
     Independent Auditor's Report                                          8

     Consolidated balance sheet                                            9

     Consolidated statements of operations                                10

     Consolidated statements of changes in equity                         11

     Consolidated statements of cash flows                               11-13

     Notes to consolidated financial statements                          13-21


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
21st Century Wireless Group, Inc.
Burnsville, Minnesota


We have audited the accompanying consolidated balance sheet of 21st CENTURY
WIRELESS GROUP, INC. as of December 31, 1996, and the related consolidated
statements of operations, changes in equity, and cash flows for the years
ended December 31, 1996 and 1995. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of 21st CENTURY
WIRELESS GROUP, INC. as of December 31, 1996, and the results of their
operations and their cash flows for the years ended December 31, 1996 and 1995,
in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company's significant operating losses
raise substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                              LURIE, BESIKOF, LAPIDUS & CO., LLP

Minneapolis, Minnesota
March 14, 1997



                        21st CENTURY WIRELESS GROUP, INC.

                           CONSOLIDATED BALANCE SHEET
                                December 31, 1996


<TABLE>
<CAPTION>

                                     ASSETS

<S>                                                                                                      <C>
CURRENT ASSETS
    Cash and cash equivalents                                                                            $     172,042
    Accounts receivable, net of allowance for doubtful accounts of $30,000                                     127,533
    Inventories                                                                                                334,626
    Prepaid expenses                                                                                            12,809
                                                                                                         -------------
       TOTAL CURRENT ASSETS                                                                                    647,010

PROPERTY AND EQUIPMENT                                                                                       2,563,137

INTANGIBLE ASSETS                                                                                            4,869,449
                                                                                                         -------------
                                                                                                         $   8,079,596
                                                                                                         =============


                             LIABILITIES AND EQUITY

CURRENT LIABILITIES
    Current maturities of notes payable - related parties                                                $     317,020
    Current maturities of long-term debt                                                                         4,419
    Accounts payable                                                                                           493,064
    Accrued expenses                                                                                           108,234
                                                                                                         -------------
       TOTAL CURRENT LIABILITIES                                                                               922,737
                                                                                                         -------------

NONCURRENT LIABILITIES, net of current maturities
    Notes payable - related parties                                                                            164,767
    Long-term debt                                                                                              63,347
                                                                                                         -------------
                                                                                                               228,114
                                                                                                         -------------

COMMITMENTS AND CONTINGENCIES

EQUITY                                                                                                       6,928,745
                                                                                                         -------------
                                                                                                         $   8,079,596
                                                                                                         =============
</TABLE>

See notes to consolidated financial statements.


                        21st CENTURY WIRELESS GROUP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 1996 and 1995



                                              1996               1995
                                          ------------       ------------

REVENUE                                   $  1,760,841       $    509,778

COST OF REVENUE                                995,995             97,952
                                          ------------       ------------

GROSS PROFIT                                   764,846            411,826
                                          ------------       ------------

OPERATING EXPENSES
    Selling                                    380,736             82,865
    General and administrative               1,423,170            904,847
    Partnership management fees                   -               142,363
                                          ------------       ------------
                                             1,803,906          1,130,075
                                          ------------       ------------

OPERATING LOSS                           (   1,039,060)     (     718,249)
                                          ------------       ------------

OTHER INCOME (EXPENSE)
    Interest income                             14,712             52,159
    Interest expense                     (      31,026)              -
    Legal fees                           (      45,648)     (     118,206)
    Restructuring expenses                        -         (      62,541)
                                          ------------       ------------
                                         (      61,962)     (     128,588)
                                          ------------       ------------

NET LOSS                                 ($  1,101,022)     ($    846,837)
                                         =============      =============

NET LOSS PER COMMON SHARE                ($       0.36)     ($       0.34)
                                         =============      =============

WEIGHTED AVERAGE NUMBER
    OF COMMON SHARES OUTSTANDING             3,064,744          2,491,323
                                         =============      =============

See notes to consolidated financial statements.


                        21st CENTURY WIRELESS GROUP, INC.

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
                     Years Ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                                           21st CENTURY WIRELESS GROUP, INC.
                                                              --------------------------------------------------------
                                                Twin Cities
                                                 3rd Mobile      Common Stock     Additional
                                                 Associates   ------------------    Paid-in     Treasury   Accumulated
                                                  Capital      Shares *   Amount    Capital       Stock      Deficit       Equity
                                                ------------  ---------  -------  -----------  ----------- -----------  -----------
<S>                                             <C>           <C>        <C>      <C>          <C>         <C>          <C>
BALANCE, December 31, 1994                      $ 5,329,714           -        -  $         -  $        -  $         -  $ 5,329,714

  Net loss                                         (846,837)          -        -            -           -            -     (846,837)
                                                ------------  ---------  -------  -----------  ----------  -----------  -----------
BALANCE, December 31, 1995                        4,482,877           -        -            -           -            -    4,482,877

  Conversion of partnership
     capital to common stock                     (4,482,877)  2,491,323    2,491    4,480,386           -            -            -

  Issuance of common stock for accrued
     compensation to management committee                 -     238,500      239      388,636           -            -      388,875

  Issuance of common stock for
     the acquisition of SMC                               -     301,500      302    1,127,308           -            -    1,127,610

  Exercise of warrants                                    -     119,100      119      476,281           -            -      476,400

  Issuance of common stock for the
     acquisition of Peacock's Radio
     and Wild's Computer Service                          -     163,125      163      621,490           -            -      621,653

  Repurchase of common stock                              -      (5,007)      (5)           5     (26,712)           -      (26,712)

  Settlement of claims to assets held by the                                                                         -            -
     promotors of Twin Cities 3rd Mobile
     Associates                                           -           -        -    1,117,800           -            -    1,117,800

  Initial stock registration fees                         -           -        -     (158,736)          -            -     (158,736)

  Net loss                                                -           -        -            -           -   (1,101,022)  (1,101,022)
                                                -----------   ---------  -------  -----------  ----------  -----------  -----------
BALANCE, December 31, 1996                      $         -   3,308,541  $ 3,309  $ 8,053,170  ($  26,712) ($1,101,022) $ 6,928,745
                                                ===========   =========  =======  ===========  ==========  ===========  ===========
</TABLE>

 *     25,000,000 common shares authorized, $.001 par value.


See notes to consolidated financial statements.



                        21st CENTURY WIRELESS GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                                     1996                1995
                                                                 ------------         -----------
<S>                                                              <C>                  <C>
OPERATING ACTIVITIES
    Net loss                                                     ($1,101,022)          ($ 846,837)
    Adjustments to reconcile net loss to net cash
     used by operating activities:
       Depreciation                                                  254,009              115,853
       Amortization                                                  251,061              178,913
       Accrued compensation used to exercise warrants                 43,800                    -
       Changes in operating assets and liabilities:
          Accounts receivable                                        (10,768)               3,625
          Inventories                                               (161,865)             (22,864)
          Prepaid expenses                                            63,282                1,169
          Accounts payable                                           341,697               33,073
          Accrued expenses                                            89,743               94,705
                                                                 ------------         ----------
             Net cash used by operating activities                  (230,063)            (442,363)
                                                                 ------------         ----------

INVESTING ACTIVITIES
    Purchases of property and equipment                             (462,326)            (252,115)
    Expenditures for intangible assets                               (52,551)             (66,547)
    Cash advance to related party                                    (33,000)                   -
    Cash acquired in the Peacock acquisition                             115                    -
    Expenditures for prepaid acquisition costs and other                   -             (168,041)
                                                                 ------------         ----------
             Net cash used by investing activities                  (547,762)            (486,703)
                                                                 ------------         ----------

FINANCING ACTIVITIES
    Proceeds from the exercise of warrants                           372,000                    -
    Expenditures for stock registration                             (158,736)                   -
    Repurchase of company stock                                      (26,712)                   -
    Payments on long-term debt                                          (507)                   -
                                                                 ------------         ----------
             Net cash provided by financing activities               186,045                    -
                                                                 ------------         ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                           (591,780)            (929,066)

CASH AND CASH EQUIVALENTS
    Beginning of year                                                763,822            1,692,888
                                                                 ------------         -----------
    End of year                                                  $   172,042          $   763,822
                                                                 ===========          ===========
</TABLE>


See notes to consolidated financial statements.


                        21st CENTURY WIRELESS GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 1996 and 1995



<TABLE>
<CAPTION>
                                                                                              1996             1995
                                                                                         -------------      ----------

<S>                                                                                      <C>                <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid for interest                                                               $      17,026      $        -
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
    During 1996, the Company issued stock as payment for accrued compensation
    totaling $388,875.

    Effective January 1, 1996, the Company issued 301,500 shares of common stock
    and $450,000 in notes payable to Alan M. Hansel and Southern Minnesota
    Communications (SMC) for substantially all of SMC's Specialized Mobile Radio
    equipment and licenses totaling $1,577,610.

    In August 1996, Alan M. Hansel converted $60,600 in notes payable from the
    SMC acquisition as payment for the exercise of warrants to purchase 15,150
    shares of common stock.

    In August 1996, two directors used accrued compensation totaling $43,800, as
    payment for the exercise of warrants to purchase 10,950 shares of common
    stock.

    Effective September 1, 1996, the Company issued 163,125 shares of common
    stock, totaling $621,653, in exchange for all of the outstanding stock of
    Peacock's Radio and Wild's Computer Service.

    Effective December 1, 1996, a settlement was reached with the promotors of
    the predecessor Company, whereby the promoters agreed to release
    substantially all of their claims against the Company's assets in exchange
    for warrants to purchase the Company's stock. The values of property and
    equipment, intangible assets, and equity were increased by $196,650,
    $921,150, and $1,117,800, respectively, as a result of this settlement.

See notes to consolidated financial statements.


                        21st CENTURY WIRELESS GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1.    Nature of Business and Significant Accounting Policies -

       Nature of Business

       21st CENTURY WIRELESS GROUP, INC. (the Company or 21st Century) is a
       provider of Specialized Mobile Radio (SMR) wireless communications. The
       Company was formed as a result of the bankruptcy (Chapter 11) proceedings
       of Twin Cities 3rd Mobile Associates (the Partnership) which held the
       assets received from DCI, as described in Note 14. Effective January 1,
       1996, all assets and liabilities of the Partnership were transferred to
       the Company in exchange for 2,491,323 shares of common stock and warrants
       to purchase 495,000 shares of additional common stock in the Company. The
       Partnership was dissolved upon the distribution of the stock to the
       partners. The consolidated financial statements include the operations of
       the Partnership during 1995 and the operations of the Company during
       1996.

       The Company currently services approximately 9,800 subscriber units in
       Minnesota, Arkansas and Tennessee.

       Principles of Consolidation

       The consolidated financial statements include the accounts of the Company
       and Peacock's Radio and Wild's Computer Services (Peacock), a wholly
       owned subsidiary of the Company. Intercompany accounts and transactions
       were eliminated in consolidation.

       Use of Estimates

       The preparation of these consolidated financial statements in conformity
       with generally accepted accounting principles requires management to make
       estimates and assumptions that may affect certain reported amounts and
       disclosures at the date of and during the consolidated financial
       statements reporting periods. Actual results could differ from these
       estimates. The most significant areas which require the use of
       management's estimates relate to the initial values assigned to property
       and equipment and intangible assets, depreciable lives for property and
       equipment, and amortization periods for intangible assets.

       Fair Value of Financial Instruments

       The carrying amounts of financial instruments consisting of cash and cash
       equivalents, receivables, accounts payable and long-term debt to
       nonrelated parties approximate their fair values. It is not practicable
       to determine the fair value of the notes payable to related parties due
       to the related party nature of the transactions.

       Revenue Recognition

       Revenue is recognized for air-time and other services during the period
       utilized.

       Cash and Cash Equivalents

       The Company considers all highly liquid investments purchased with a
       maturity of three months or less to be cash equivalents.

       The Company maintains its cash and cash equivalents in bank deposit
       accounts which, at times, may exceed federally insured limits. The
       Company has not experienced any losses in such accounts and does not
       believe it is exposed to any significant risk.

       Inventories

       Inventories, which represent SMR equipment and pagers for resale and
       service and repair parts, are stated at the lower of cost, determined on
       the first-in, first-out method, or market.

       Property and Equipment

       Property and equipment are stated at the lower of cost or fair market
       value at the time of acquisition, less accumulated depreciation.
       Depreciation is provided using the straight-line method over the
       estimated useful lives of the assets as follows:
                                                                        Years
                                                                        -----
                        Buildings and improvements                     7  -  20
                        Communications equipment                       5  -  15
                        Office furniture and equipment                 3  -   5

       Intangible Assets

       Intangible assets are recorded at the lower of cost or fair market value
       at the time of acquisition, less accumulated amortization. Intangible
       assets are amortized using the straight-line method over their estimated
       useful lives of twenty years for FCC licenses and five to fifteen years
       for other intangible assets.

       Income Taxes

       Prior to 1996, income and losses of the Partnership were reported on the
       tax returns of the individual partners. Accordingly, no provision for
       income taxes is included in the 1995 consolidated financial statements.

       Stock-Based Compensation

       The Company accounts for stock option grants in accordance with
       Accounting Principles Board Opinion No. 25 and, accordingly, recognizes
       no compensation expense for stock option grants. In 1996, the Company
       adopted the pro forma disclosure only provisions of Statement of
       Financial Accounting Standards No. 123.

       Net Loss Per Share

       Primary earnings per share is determined by dividing the net loss by the
       weighted average number of shares of common stock outstanding and
       dilutive common equivalent shares from stock options and warrants. Prior
       to the registration of the Company's common stock, in accordance with the
       Securities and Exchange Commission Regulations, common equivalent shares
       resulting from the conversion of the partnership units were included in
       the calculation of shares used in computing net loss per share for 1995.


 2.    Going Concern -

       The accompanying consolidated financial statements are prepared on a
       going concern basis which contemplates the realization of assets and
       satisfaction of liabilities in the normal course of business. The Company
       incurred losses in 1996 and 1995 of $1,101,022 and $846,837,
       respectively. In addition, at December 31, 1996, current liabilities
       exceed current assets by $275,727.

       The continuation of the Company as a going concern is dependent upon
       future profitable operations and the ability to obtain additional
       financing. Management forecasts positive cash flows from operations in
       1997 and is pursuing a variety of financing arrangements, including debt
       financing and an additional equity investment.


 3.    Acquisitions -

       Effective January 1, 1996, the Company acquired certain assets of Alan M.
       Hansel, d/b/a SMC (SMC), as follows:

                             Cash                        $      50,000
                             Notes payable                     450,000
                             Common stock                    1,127,610
                             Additional costs                   21,755
                                                         -------------
                             Cost of acquisition         $   1,649,365
                                                         =============

       The acquisition was accounted for as a purchase and, accordingly, the
       consolidated statement of operations includes the results of operations
       of SMC since the acquisition. The purchase price was allocated to the
       assets acquired based on the estimated fair market values at the date of
       acquisition as follows:

                             Property and equipment        $     834,989
                             FCC licenses                        814,376
                                                           -------------
                                                           $   1,649,365
                                                           =============

       Effective September 1, 1996, the Company acquired all the outstanding
       common stock of Peacock as follows:

                             Common stock                    $   621,653
                             Additional costs                     19,107
                                                             -----------
                             Cost of acquisition             $   640,760
                                                             ===========

       The acquisition was accounted for as a purchase and, accordingly, the
       consolidated statement of operations includes the results of operations
       of Peacock since the acquisition. The purchase price was allocated to the
       assets acquired based on the estimated fair market values at the date of
       acquisition as follows:

                             Cash                             $       115
                             Accounts receivable                   69,203
                             Inventories                          149,897
                             Prepaid expenses                       4,370
                             Property and equipment               408,480
                             FCC licenses                         219,834
                             Accounts payable                    ( 70,788)
                             Accrued expenses                    ( 15,280)
                             Notes payable                       (125,071)
                                                              ------------
                                                              $   640,760
                                                              ============

       In addition to the price of the acquisition, the Company guaranteed a
       stock price on the open market of $5.33 per share at an initial public
       offering. To the extent that the price on the first day of public trading
       is less than $5.33 per share, additional shares will be issued. At this
       time, that amount cannot be estimated.

       The Company may be required to repurchase up to 10,195 shares of common
       stock issued to certain previous owners of Peacock at $5.33 per share.
       Subsequent to the Peacock acquisition the Company repurchased 5,007
       shares of common stock at $5.33 per share.

       The following unaudited pro forma financial information shows the results
       of the Company as if both acquisitions had occurred on January 1, 1995.
       The pro forma information is provided for informational purposes only. It
       is based on historical information and does not necessarily reflect the
       actual results that would have occurred nor is it necessarily indicative
       of future results of operations of the consolidated companies.

                                                       Unaudited
                                              ----------------------------
                                                1996              1995
                                                ----              ----
             Revenue                          $2,717,000       $1,539,000
             Net loss                        ($1,131,000      ($  967,000)
             Net loss per share              ($      .36)     ($      .33)
             Weighted average common and
                common equivalent shares       3,165,403        2,950,941


 4.    Property and Equipment -

       Property and equipment consist of the following:

             Land                                             $      62,410
             Buildings and improvements                             141,426
             Communications equipment                             2,674,164
             Office furniture and equipment                         107,056
                                                              -------------
                                                                  2,985,056
             Less accumulated depreciation                          421,919
                                                              -------------
                                                              $   2,563,137
                                                              =============


 5.    Intangible Assets -

       Intangible assets consists of the following:

             FCC licenses                                     $   5,285,981
             Dealership franchise                                    58,462
             Customer list                                           20,000
                                                              -------------
                                                                  5,364,443
             Less accumulated amortization                          494,994
                                                              -------------
                                                              $   4,869,449
                                                              =============


 6.    Notes Payable - Related Parties

       Notes payable consists of the following:

<TABLE>
<CAPTION>
                                         Interest
             Description                   Rate                 Collateral                      Amount
             -----------                ---------               ----------                      ------

<S>                                       <C>           <C>                                   <C>
          Officer/stockholder             5 - 9%        Certain assets acquired from SMC      $   389,400

          Related parties               8.25% - 10%     Certain property and equipment             92,387
                                                                                              -----------
                                                                                                  481,787
          Less current maturities                                                                 317,020
                                                                                              -----------
                                                                                              $   164,767
                                                                                              ===========
</TABLE>

       The note payable to the officer/stockholder represents the amount due for
       the purchase of SMC, net of the amounts used for the exercise of
       warrants. The note requires payments of $150,000, $89,400 and $150,000 in
       1996, 1997, and 1998, respectively. The past due amount bears interest at
       9%.

       Maturities of notes payable are as follows:

                                                  Year                  Amount
                                                  ----                  ------
                                                  1997              $   317,020
                                                  1998                  164,767
                                                                    -----------
                                                                    $   481,787
                                                                    ===========


 7.    Long-Term Debt -

       Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                Interest
                   Description                    Rate             Collateral                 Amount
             ---------------------              --------        -----------------          -----------
<S>          <C>                                 <C>            <C>                        <C>
             Mortgage note                       10.25%         Land and building          $    57,412

             Financial institution               12.90%         Vehicle                         10,354
                                                                                           -----------
                                                                                                67,766
             Less current maturities                                                             4,419
                                                                                           -----------
                                                                                           $    63,347
                                                                                           ===========
</TABLE>


       Maturities of long-term debt are as follows:

                                                  Year                  Amount
                                                  ----                  ------
                                                  1997              $     4,419
                                                  1998                   57,976
                                                  1999                    3,014
                                                  2000                    2,357
                                                                    -----------
                                                                    $    67,766
                                                                    ===========


 8.    Related Party Transactions -

       During 1996, the Company purchased approximately $195,000 of inventory
       from Southern Minnesota Communications, Inc., a corporation owned by Alan
       M. Hansel, a director. Subsequent to the acquisition, management
       determined that certain inventory lines would be phased-out during 1997
       and recorded a reserve of approximately $50,000 against the acquired
       inventory.

       During 1995, the Partnership reimbursed the nine members of the
       Management Committee $187,065 for expenses. In addition, the Management
       Committee received 88,500 shares of common stock in the Company, with a
       fair market value of $388,875 at the time of issuance, for accrued
       compensation.


 9.    Income Taxes -

       Income tax expense (benefit) for 1996, computed at the statutory federal
       income tax rate, is as follows:

          Tax benefit at statutory federal rate - 34%         ($374,000)
          State taxes, net of federal tax benefit             (  70,000)
          Valuation allowance                                   444,000
                                                                -------
                                                               $   -
                                                                =======

       Significant components of the Company's deferred tax assets are as
       follows at December 31, 1996:

<TABLE>
<CAPTION>
<S>                                                                                 <C>
          Basis difference on net assets transferred from the Partnership           $2,917,000
          Net operating loss carryforwards                                             444,000
                                                                                    ----------
          Total deferred tax asset                                                   3,361,000
          Valuation allowance                                                       (3,361,000)
                                                                                     ----------
                                                                                    $     -
                                                                                     ==========
</TABLE>


       The Company retained the basis in the assets transferred from the
       Partnership to the Company, which was approximately $7,200,000 higher
       than the book value. The basis difference will result in additional
       depreciation and amortization for tax purposes over the lives of the
       related assets.

       The net operating loss carryforwards expire in 2111.


10.    Common Stock, Stock Options, and Warrants -

       Common Stock

       On September 16, 1996, the Company declared a 3 for 2 stock split for
       shareholders of record on that date. All share data was restated to
       reflect the stock split.

       The Company filed a 10-SB Registration, which was approved by the
       Securities & Exchange Commission on November 4, 1996.


       Upon completion of the conversion of the Partnership units to common
       stock during 1996 as described in Note 1, management determined that the
       Partnership units had been oversubscribed. At the advice of legal
       counsel, the Company issued common stock for all Partnership units
       presented for conversion which resulted in the issuance of an additional
       16,323 shares of common stock over the 2,475,000 shares approved by the
       bankruptcy proceedings.

       Stock Options

       During 1996, the Company issued stock options to all personnel associated
       with the Company prior to September 1, 1996. The exercise price of the
       stock options was estimated at $2 per share which equals the stock price.

       Options granted vest at varying periods up to two years and expire in 10
       years.

                                                                     Weighted
                                                                     Average
                                                                     Exercise
                                                         Options      Price
                                                         -------    ---------
             OUTSTANDING, December 31, 1995                 -       $    -
                Granted                                  252,200        2.00
                Forfeited                                 (1,500)       2.00
                                                         -------
             OUTSTANDING, December 31, 1996              250,700        2.00
                                                         =======

       At December 31, 1996, there are 241,700 options exercisable at $2 per
       share with a remaining contractual life of 9.5 years.

       If the Company recognized compensation expense based on the fair value at
       the grant dates for options under the Plan, consistent with the method
       prescribed by Statement of Financial Accounting Standards No. 123, net
       loss and per share disclosures would change to the pro forma amounts
       below for 1996:

             Net loss:
                As reported                          ($1,101,022)
                Pro forma                            ( 1,170,113)

             Net loss per common share:
                As reported                                 (.36)
                Pro forma                                   (.38)

       The fair value of stock options used to compute pro forma net loss and
       per share disclosure for 1996 is the estimated present value at grant
       date using the Black-Scholes Option-Pricing model with the following
       weighted average assumptions:

                Risk-free interest rate                                6.5%
                Expected life - years                                  2-3
                Expected volatility                                    .01%
                Expected dividend rate                                 .00%

       Warrants

       In 1996, stockholders exercised warrants to purchase 93,000 shares of
       common stock at $4 per share. The Company agreed that if the stock price
       on the first day of public trading is less than $4 per share, the Company
       will refund the difference between the $4 and the initial price. At this
       time, that amount cannot be estimated.

       In 1996, two Directors used their accrued compensation totaling $55,000,
       before taxes of $11,200, as payment for the exercise of their warrants to
       purchase 10,950 shares of common stock. Also, an officer/stockholder
       converted $60,600 of notes payable from the SMC acquisition as payment
       for the exercise of warrants to purchase 15,150 shares of common stock.

       Warrant activity during 1996 was as follows:
<TABLE>
<CAPTION>
                                                                                             Shares of
                                                                                               Common
                                                                                                Stock
                                                                            Warrants         Exercisable
                                                                            --------         -----------
<S>     <C>                                                                   <C>              <C>
          Warrants issued in connection with the:
             Conversion of the Partnership units                              3,300             495,000
             Accrued compensation to the management committee                   318              47,700
             SMC acquisition                                                    402              60,300
                                                                             ------              ------
                                                                              4,020             603,000
          Warrants exercised                                                   (794)           (119,100)
          Warrants issued to DCI                                             40,000              60,000
                                                                             ------              ------
                                                                             43,226             543,900
                                                                             ======             =======
</TABLE>

       The outstanding warrants are exercisable at a price equal to 85% of the
       lesser of the opening price of the common stock upon initial public
       trading or the closing bid price on the first day of public trading.
       Warrants expire 180 days after the initial public trading of the
       Company's common stock on a national exchange.


11.    Partnership Restructuring Expense -

       In connection with the bankruptcy proceedings, the Partnership incurred
       legal and professional fees totaling $62,541 which are included in the
       1995 consolidated statement of operations as restructuring expenses.


12.    Leases -

       The Company leases space for transmission equipment and office space
       under operating leases which expire at various dates through December
       2000.

       The approximate future minimum rental commitments under all
       noncancellable leases are as follows:

                                                  Year               Amount
                                                  ----               ------
                                                  1997              $115,000
                                                  1998               110,000
                                                  1999               113,000
                                                  2000                11,000
                                                                    --------
                                                                    $349,000
                                                                    ========


       Rent expense was approximately $232,000 and $159,600 for 1996 and 1995,
       respectively.


13.    Employment Agreements -

       The Company has various employment agreements with terms ranging from
       eighteen months to five years. The agreements require minimum base
       salaries plus bonuses based on profitability and other requirements.


14.    Litigation Settlement -

       During 1993, Digital Communications, Inc. (DCI) purchased certain radio
       frequencies and transmitting equipment in the Twin Cities metropolitan
       area. To finance the acquisition, DCI represented to management that it
       sold 1,650 units at $8,000 per unit. In October 1993, DCI transferred
       cash to the Partnership totaling $2,500,000, a 75% interest in 57 radio
       channels, FCC licenses, and transmitting equipment, as well as all
       related Partnership units.

       Subsequent to the transfer, the management of the Partnership determined
       that the fair market value of the assets received from DCI, excluding
       cash, was substantially less than the value represented by DCI . The
       appraised value of the Partnership's 75% interest in the assets
       transferred, excluding cash, was estimated to be $3,645,000, using the
       discounted cash flow method, and the Partnership recorded the initial
       capital contributions at $6,145,000.

       The Partnership and its partners commenced a class action lawsuit against
       DCI and others involved in promoting the Partnership. The lawsuit alleged
       various illegal acts in the promotion and sale of the Partnership units.
       In December 1996, management reached a settlement with DCI, which
       includes recovery of 92% of the 25% interest in the assets retained by
       DCI in exchange for warrants to purchase 60,000 shares of 21st Century
       common stock. The warrants are exercisable for three years after initial
       public trading at the average closing bid price during the first 30 days
       of trading. This settlement increased the Company's total assets by
       $1,117,800. Digital Communications of Denver, Inc., a related party of
       DCI, claims to own the 2% excluded from this settlement.

       The 1996 and 1995 consolidated statements of operations include legal
       fees for litigation against DCI and related matters of $45,648 and
       $118,206, respectively, which are classified as other expense.




ITEM 8.  CHANGES IN AND DISAGREENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
         DISCLOSURE.

         None



                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

A.    DIRECTORS OF THE REGISTRANT

         The following table sets forth certain information with respect to each
of the officers and directors of the Company.



<TABLE>
<CAPTION>
                                   AGE      PRINCIPAL OCCUPATION                        DIRECTOR SINCE
                                   ---      --------------------                        --------------
<S>                                 <C>     <C>                                              <C>
James E. LaFayette                  58      Chairman, Chief Executive of                     1995
                                            the Company

Rodney H. Hutt                      47      President and Chief Operating Officer            1997
                                            of the Company


Thomas Venable                      36      Vice President Sales, World Talk, Inc.            1995
                                            Board Member, Secretary of the
                                            Company


Kenneth B. Thomson, CPA             54      Retired.                                         1995


Alan M. Hansel                      57      Vice President, Engineering                      1996
                                            of the Company


Galen L. McCord                     52      President, Totally Wireless                      1995
                                            Communications

Mark E. Seely                       30      Executive, Qualcomm, Inc.                        1995


Harold O'Dell                       54      President, LeFlore Communications                1996

</TABLE>

         James E. LaFayette became Secretary of TC3M on November 1, 1993 at the
formation of TC3M. Mr. LaFayette was elected Chairman of the Board effective
September 1, 1996. From 1994 through the date hereof, Mr. LaFayette has devoted
his efforts full time to the operations of TC3M and the Company. From 1992 to
1994, Mr. LaFayette was a self-employed communications consultant and stock
broker. From 1984 to 1991, Mr. LaFayette was a Sales Vice President with Pacific
Bell, a Pacific Telesis telecommunications company located in California.

          Rodney H. Hutt became executive vice president and general manager of
TC3M in 1994 and was promoted to President and Chief Operating Officer effective
September 1, 1996. Mr. Hutt was elected to the Board of Director on March 3,
1997. Mr. Hutt was employed as Director of North American sales for the E.F.
Johnson Company from 1992 through 1994. From 1984 to 1992, Mr. Hutt was employed
as a regional sales manager for Motorola Communications &
Electronics, Inc. Both E.F. Johnson and Motorola manufacture and sell
communications equipment, including SMR equipment.

         Kenneth B. Thomson became Chairman of TC3M on November 1, 1993 at the
formation of TC3M and resigned effective September 1, 1996. Prior to 1990, Mr.
Thomson was the owner and president of Kenneth B. Thomson, Inc., P.C., a public
accounting firm.

         Thomas M. Venable became Secretary of TC3M on November 1, 1993 at the
formation of TC3M. From November 1993 to the present, Mr. Venable has been
employed as a regional sales manager and most recently National Sales Manager
for WorldTalk Corporation, headquartered in Santa Clara, CA. WorldTalk provides
consulting services to businesses across the country to permit communication
among non-integrated e-mail systems.

         Alan M. Hansel has been president and owner of Southern Minnesota
Communications for more than 25 years. He was elected to the Board in 1996.

         Galen L. McCord became a member of the Management Committee of TC3M on
November 1, 1993 at the formation of TC3M. He was elected to the Board in 1996.
Since 1994, Mr. McCord has been president of Totally Wireless Communications, a
telecommunications development company, headquartered in Rocklin, California.

         Mark E. Seely became a member of the Management Committee of TC3M on
November 1, 1993 at the formation of TC3M. Since 1987, Mr. Seely has served on
active duty in a number of different capacities for the United States Navy. Mr.
Seely is currently employed by Qualcomm Corp.

         Harold O'Dell has been president and owner of LeFlore Communications of
Greenwood, MI for over 20 years. Mr. O'Dell was elected to the Board in 1996.

         One-third of the directors of the Company are elected each year to
serve three-year terms or until their successors are duly elected and qualified.


B.    EXECUTIVE OFFICERS OF THE REGISTRANT

         NAME               AGE      POSITION WITH THE COMPANY

James E. LaFayette          58       Chief Executive Officer



Rodney H. Hutt              47       President and Chief Operating Officer



Stephen J. Mocol            45       Vice President and Chief Financial Officer


         James E. Lafayette has been involved with the Company and its
predecessor since its inception. He was elected President and Chief Executive
Officer in November 1995. For a more in-depth Discussion refer to "Directors of
the Registrant."

         Rodney H. Hutt joined the Company in 1994 and was elected President and
Chief Operating Officer in September, 1996. For a more in-depth Discussion refer
to "Directors of the Registrant."

         Stephen J. Mocol became Vice President and Chief Financial Officer in
1996. From 1989 through 1996, Mr. Mocol was employed in various financial
management functions with E.F. Johnson Company, a leading supplier of SMR
equipment. Prior to that, Mr. Mocol spent 15 years with Honeywell, Inc., a
leading high tech manufacturer.

C.    SECTION 16(a) OF THE EXCHANGE ACT BENEFICIAL OWNERSHIP REPORTING
      COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and all persons who
beneficially own more than 10% of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of the Company's Common Stock. Executive officers,
directors and greater than 10% beneficial owners are also required to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based on review of the copies filed during the year ended December
31, 1996, none of the Company's directors or officers or beneficial owners of
greater than 10% of the Company's Common Stock failed to file on a timely basis
the forms required by section 16 of the Exchange Act.


ITEM 10.  EXECUTIVE COMPENSATION

A.    COMPENSATION OF DIRECTORS

         DIRECTORS FEES. Each current non-employee director of the Company
receives $500.00 per day plus expenses, while conducting Company business either
in board meetings or in any other authorized capacity.

         STOCK OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS. Effective January 1,
1996, the Board approved the award of options to purchase 7,500 shares of the
Company's common stock each non-employee director, with the exception of Mr.
Venable, who was awarded options to purchase 12,000 shares. Effective August 1,
1996 with his appointment to the Board of Directors, Mr. O'Dell was awarded
options to purchase 7,500 shares. The exercise price of the stock options was
set at $2.00 per share.

B.    SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION PAID TO EXECUTIVE OFFICERS.

         The following table provides summary information concerning cash and
non-cash compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Office. The Company had no employees whose cash and
non-cash compensation exceeded $100,000.



                           SUMMARY COMPENSATION TABLE



                                                         ANNUAL COMPENSATION
                                                         -------------------
         NAME AND PRINCIPAL POSITION        YEAR       SALARY            BONUS
         ---------------------------        ----       ------            -----
         James E. Lafayette,
         Chief Executive Officer            1996       $33,172            None


C.    OPTION GRANTS AND EXERCISES.

         The following table provides information for the year ended December
31, 1996 as to individual grants of options to purchase shares of the Common
Stock.



<TABLE>
<CAPTION>
                              OPTION GRANTS IN 1996

                                          Percent of Total Options
                                            Granted to employees         Exercise or Base  Expiration
         Name           Options Granted         in the year               Price ($/Share)     Date
         ----           ---------------         -----------               ---------------  -----------

<S>                        <C>                     <C>                         <C>            <C>
James E. LaFayette         67,200                  26.6%                       $2.00          2006
Kenneth B. Thomson         25,500                  10.1%                       $2.00          2006
Rodney H. Hutt             37,000                  14.7%                       $2.00          2006
Stephen J. Mocol           19,000                   7.5%                       $2.00          2006
</TABLE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


         The following table sets forth information regarding the beneficial
owners of the Common Stock of the Company as of December 31, 1996, unless
otherwise noted, (a) by each stockholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock, (b) by each director,
(c) each named Executive Officer, and (d) by all executive officers and
directors of the Company as a group.

                                   Shares of Common Stock     Beneficially Owned
                  Name                  Amount                 Percent of Class
                  ----                  ------                 ----------------
         Alan M. Hansel                 316,650                      9.6%
         Kenneth B. Thomson              57,732                      1.7%
         James E. LaFayette              56,997                      1.7%
         Galen L. McCord                 24,341                      *
         Thomas M. Venable               23,441                      *
         Mark E. Sealy                   23,141                      *
         Rodney H. Hutt                   6,450                      *

         All Officers and Directors     574,362                     17.4%
         as a group
         ------------
         * Less than 1%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Except as described below, in the past year the Company has not had any
significant transactions with any director or executive officer of the Company,
any person nominated for election as a director, any significant shareholder, or
any member of the immediate family of any of the foregoing.

         During 1995, the Partnership reimbursed the nine members of the
Management Committee $187,065 for expenses. In addition, the Management
Committee received 59,000 shares of common stock in the Company, with a fair
market value of $388,875 at the time of issuance, in lieu of cash payments.

         Effective January 1, 1996 the Company acquired substantially all of the
assets of Alan M. Hansel and Southern Minnesota Communications. Mr. Hansel has
become a substantial shareholder as described in Part II, item 11, has joined
the Board of Directors, and become a Company employee.

         Effective in 1996, the Company purchased inventories valued at
approximately $195,000 from Alan M. Hansel and Southern Minnesota
Communications.

         Effective September 1, 1996 the Company acquired the stock of Peacock's
Radio and Wild's Computer Service. Mr. John Peacock and Mr. Johnny Wild have
become substantial shareholders of the Company and Mr. Peacock served on the
Board of Directors for a brief time in 1996. Both Mr. Wild and Mr. Peacock have
become Company employees.

ITEM 13. EXHIBITS AND REPORTS ON ITEM 8-K

(a)  EXHIBITS

         Reference is made to the Exhibit Index hereinafter contained, at page
26 of this report.

         A copy of any exhibits listed or referred to herein will be furnished
at a reasonable cost to any person who is a stockholder upon receipt from any
such person of a written request for any such exhibit. Such a request should be
sent to: Mr. Stephen Mocol, 403 Gateway Blvd., Burnsville, MN 55337; Atten:
Stockholder Information.

(b)  REPORTS ON FORM 8-K

         The company did not file any Current Reports on Form 8-K during the
fourth quarter of calendar 1996.

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 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.

                        21ST CENTURY WIRELESS GROUP, INC.


                                          Dated:  March 31, 1997
                                          By: /s/ Rodney H. Hutt
                                 -----------------------------------
                                               Rodney H. Hutt
                                 President, Chief Operating Officer and Director

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant on March 31, 1997 in the capacities indicated.


NAME                                TITLE
----                                -----

/s/ Rodney H. Hutt
_____________________________       President, Chief Operating Officer and
Rodney H. Hutt                      Director

/s/ James E. LaFayette
________________________________    Chairman of The Board, CEO
James E. LaFayette

________________________________    Thomas Venable
Thomas Venable                      Director/Secretary

________________________________    Alan M. Hansel
Alan M. Hansel                      Director

________________________________    Galen McCord
Galen McCord                        Director

________________________________    Harold O'Dell
Harold O'Dell                       Director

________________________________    Mark Seely
Mark Seely                          Director

________________________________    Kenneth B. Thomson
Kenneth B. Thomson                  Director


                        21ST CENTURY WIRELESS GROUP, INC.
                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>

  Item No.                          Item                      Method of Filing
  --------                          ----                      ----------------

<S>                        <C>                                <C>
 2.1                       Plan of Reorganization of          Incorporated by reference to Exhibit 8.1
                           TC3M                               contained in the Registration Statement
                                                              on Form 10-SB (File No. 0-27770)

 3.1                       Articles of Incorporation          Incorporated by reference to Exhibit 2.1
                                                              contained in the Registration Statement
                                                              on Form 10-SB (File No. 0-27770)

 3.2                       By-laws                            Incorporated by reference to Exhibit 2.2
                                                              contained in the Registration Statement
                                                              on Form 10-SB (File No. 0-27770)


 3.3                       Specimen Certificate of            Incorporated by reference to Exhibit 3.1
                           Common Stock                       contained in the Registration Statement
                                                              on Form 10-SB (File No. 0-27770)

 3.4                       Form of Warrant Agreement          Incorporated by reference to Exhibit 3.2
                                                              contained in the Registration Statement
                                                              on Form 10-SB (File No. 0-27770)

10.1                       Executive Security Plan            Incorporated by reference to Exhibit 6.1
                                                              contained in the Registration Statement
                                                              on Form 10-SBA1(File No. 0-27770)

10.2                       Office Lease dated March           Incorporated by reference to Exhibit 6.3
                           6, 1996 for Executive              contained in the Registration Statement
                           Office                             on Form 10-SBA1(File No. 0-27770)

10.3                       Employment Contract with           Filed Herewith Electronically
                           Stephen J. Mocol

10.4                       Asset Purchase Agreement           Incorporated by reference to Exhibit 8.2
                           With Alan Hansel and               contained in the Registration Statement
                           Southern Minnesota, Inc.           on Form 10-SB(File No. 0-27770)
                           dated February 9, 1996

10.5                       Stock Purchase Agreement           Incorporated by reference to Exhibit 8.2
                           With Peacock's Radio and           contained in the Registration Statement
                           Wild's Computer Service.           on Form 10-SB(File No. 0-27770)
                           dated January 11, 1996.

27.1                       Financial Data Schedule            Filed Herewith Electronically
</TABLE>