<PAGE>   1

                                  FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                         ------------------------------

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                         -------------------------------

                         COMMISSION FILE NUMBER 0-25896


                      TEL-COM WIRELESS CABLE TV CORPORATION

             (Exact name of registrant as specified in its charter)



                FLORIDA                                          59-3175814
    (State or other jurisdiction of                             (IRS Employer
     incorporation or organization)                          Identification No.)


            1506 N.E. 162 STREET                                     33162
        NORTH MIAMI, BEACH, FLORIDA                               (Zip Code)
(Address of principal executive offices)


                                  305-947-3010
              (Registrant's telephone number, including area code)

     Indicate by check mark 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 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
                                    ---     ---

     On March 31, 1997, there were 2,196,212 Shares of Common Stock, $.001 par
value per Share, outstanding.


<PAGE>   2

                      TEL-COM WIRELESS CABLE TV CORPORATION

                             Index to Form 10-QSB/A
                        For Quarter Ended March 31, 1997


<TABLE>
<S>                                                                      <C>
                                                                         PAGE NO.
PART I.  FINANCIAL INFORMATION                                           
     ITEM 1.  FINANCIAL STATEMENTS
          Balance Sheets                                                     3
          Statements of Operations                                           4
          Statements of Cash Flows                                           5
          Notes to Financial Statements                                      6

     ITEM 2.  MANAGEMENT'S DISCUSSION                                       11

PART II. OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                             13
     ITEM 2.  CHANGES IN SECURITIES                                         13
     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                               13
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           13
     ITEM 5.  OTHER INFORMATION                                             13
     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              13

              INDEX TO EXHIBITS                                             13

SIGNATURES                                                                  13
</TABLE>







                                       2
<PAGE>   3

                      TEL-COM WIRELESS CABLE TV CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                ASSETS

                                                                 MARCH 31, 1997     DECEMBER 31, 1996
                                                                  (Unaudited)
                                                                 --------------     -----------------
<S>                                                              <C>                <C>              
CURRENT ASSETS
  Cash and Cash Equivalents                                          $    35,636          $    26,618
  Restricted Cash                                                              0              346,400
  Accounts Receivable - Trade                                             15,398               18,739
  Prepaid Consulting Fees                                                740,997              988,000
  Prepaid Expenses                                                        15,007               44,552
                                                                 ---------------    -----------------

TOTAL CURRENT ASSETS                                                     807,038            1,424,309

PROPERTY & EQUIPMENT, NET (NOTE 3)                                     1,425,938            1,365,235

LICENSES, NET (NOTE 4)                                                 5,378,920            5,458,444

OTHER ASSETS, NET (NOTE 4)                                               135,848              127,335
                                                                 ---------------    -----------------

TOTAL ASSETS                                                         $ 7,747,744          $ 8,375,323
                                                                 ===============    =================

                                                                  LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                   $   210,309          $   153,276
  Accrued Liabilities                                                     17,103               16,787
  Short Term & Automobile Loans                                           21,108               22,711
  Notes Due to Stockholders                                            2,050,000            2,008,000
  Notes Due to Bank                                                            0              361,000
                                                                 ---------------    -----------------

TOTAL CURRENT LIABILITIES                                              2,298,520            2,561,774

LONG TERM LIABILITIES                                                    951,479              951,479

STOCKHOLDERS' EQUITY
  Preferred Stock                                                              3                    1
  Common Stock                                                             2,196                2,196
  Additional Paid-in Capital                                           7,506,518            7,544,720
  Accumulated Deficit                                                 (3,010,972)          (2,284,847)
                                                                 ---------------    -----------------

                                                                       4,497,745            5,262,070
  Less:  Stock Subscription Receivable                                         0             (400,000)

TOTAL STOCKHOLDERS' EQUITY                                             4,497,745            4,862,070
                                                                 ---------------    -----------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $ 7,747,744          $ 8,375,323
                                                                 ===============    =================
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       3
<PAGE>   4

                      TEL-COM WIRELESS CABLE TV CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                 ------------------------------
                                                                     1997               1996
                                                                     ----               ----
                                                                 (Unaudited)        (Unaudited)
<S>                                                              <C>                <C>        
REVENUE                                                          $   226,108        $    83,213

COST OF SALES                                                         37,253             15,089
                                                                 -----------        -----------

GROSS PROFIT                                                         188,855             68,124

EXPENSES
TOTAL GENERAL EXPENSES                                               691,495            279,710
                                                                 -----------        -----------

OPERATING LOSS                                                      (502,640)          (211,586)

OTHER INCOME (EXPENSE)
    Interest Income                                                    4,069             27,069
    Interest Expense                                                 (65,753)            (6,000)
                                                                 -----------        -----------
TOTAL OTHER INCOME (EXPENSE)                                         (61,684)            21,069


NET LOSS                                                         $  (564,324)       $  (190,517)

PREFERRED STOCK DIVIDENDS (NOTE 8)                                   161,800                 --
                                                                 -----------        -----------

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS                            726,124                 --
                                                                 ===========        ===========

WEIGHTED AVG. NO. OF
 COMMON SHARES OUTSTANDING                                         2,196,212          1,923,889
                                                                 ===========        ===========

NET LOSS PER COMMON SHARE                                        $     (0.33)       $     (0.10)
                                                                 ===========        ===========
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       4
<PAGE>   5

                      TEL-COM WIRELESS CABLE TV CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                 ------------------------------
                                                                     1997               1996
                                                                     ----               ----
                                                                 (Unaudited)        (Unaudited)
<S>                                                              <C>                <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                       $  (564,324)       $  (190,517)
    Adjustments to reconcile net loss to net cash
    used in operating activities
      Amortization & Depreciation expense                            128,921             26,612
      Decrease (Increase) in Accounts Receivable                      (3,209)             4,935
      Decrease (Increase) in Prepaid Expenses                        276,548            (22,647)
      Increase (Decrease) in Accounts Payable                         57,033            (61,652)
      Increase (Decrease) in Other Accrued Liabilities                   316            (18,675)

                                                                 -----------        -----------
                                             NET CASH USED IN
                                         OPERATING ACTIVITIES       (104,715)          (261,944)
                                                                 -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of Equipment                                          (111,366)          (164,141)
  Acquisition of Licenses                                                  0         (1,000,000)
  Acquisition of Investments                                               0           (505,000)
  Proceeds from Sale of Investments                                  346,400                  0
  Increase in Deposits                                                  (697)            (4,000)
                                                                 -----------        -----------
                                             NET CASH USED IN
                                         INVESTING ACTIVITIES        234,337         (1,673,141)
                                                                 -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from Bank Loans                                                 0          1,475,000
  Proceeds from Officer Loans                                         42,000                  0
  Proceeds from Sale of Preferred Stock                              200,000                  0
  Repayment of Bank Loans                                           (361,000)                 0
  Repayment of Short Term Loans                                       (1,604)                 0
                                                                 -----------        -----------
                                         NET CASH PROVIDED BY
                                         FINANCING ACTIVITIES       (120,604)         1,475,000
                                                                 -----------        -----------

                               NET INCREASE(DECREASE) IN CASH          9,018           (460,085)

                                  CASH AT BEGINNING OF PERIOD         26,618          1,767,285
                                                                 -----------        -----------

                                        CASH AT END OF PERIOD    $    35,636        $ 1,307,200
                                                                 ===========        ===========
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       5
<PAGE>   6

                      TEL-COM WIRELESS CABLE TV CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        Three Months Ended March 31, 1997
                                   (Unaudited)

NOTE 1         BASIS OF PRESENTATION

               In the opinion of management, the accompanying unaudited,
               consolidated financial statements include all adjustments
               necessary for a fair presentation of financial position and the
               results of operations and cash flows for the periods presented.
               They include statements of all company affiliates, domestic and
               foreign. Certain information and note disclosures normally
               included in financial statements prepared according to generally
               accepted accounting principles have been condensed or omitted.

NOTE 2         SUPPLEMENTAL CASH FLOW INFORMATION

               Supplemental disclosure of cash flow information:

<TABLE>
<CAPTION>
                                                                                 Three Months
                                                                                     Ended
                                                                                   March 31,
                                                                                 ------------
                                                                              1997          1996
                                                                              ----          ----
               <S>                                                           <C>           <C>  
               Cash paid during the period:
                Interest                                                     65,753        6,000
</TABLE>


NOTE 3         PROPERTY & EQUIPMENT
               Property and equipment are summarized as follows:
<TABLE>
               <S>                                                              <C>            
               Leasehold improvements                                           $        12,667
               Furniture, fixtures & office                                             246,769
               Equipment                                                              1,437,184
                                                                                ---------------
                                                       Subtotal                       1,696,620
               Less accumulated depreciation                                            270,682
                                                                                ---------------

               Net property & equipment                                         $     1,425,938
                                                                                ===============
</TABLE>


NOTE 4         LICENSES & OTHER ASSETS 
               Other assets are summarized as follows:
<TABLE>
               <S>                                                              <C>            
               Licensing fees                                                   $     1,560,855
               Costa Rican licenses                                                   4,000,000
               Deposits                                                                 126,698
               Organization costs                                                         4,000
               Loans to Stockholders                                                      6,550
                                                                                ---------------
                                                       Subtotal                       5,698,103
               Less accumulated amortization                                            183,335
                                                                                ---------------

               Net other assets                                                 $     5,514,768
                                                                                ===============
</TABLE>




                                       6
<PAGE>   7

NOTE 5            COMMITMENTS
                  Licenses
                  During 1993, the Company entered into agreements for the lease
                  and purchase of certain channel licenses and for the lease and
                  purchase of transmitting equipment and tower site usage in
                  LaCrosse, Wisconsin.

                  Pursuant to the agreements, the Company has incurred $366,535
                  of costs related to the channel licenses.  The Company has
                  satisfied its lease requirements to the lessors, and the
                  lessors transferred ownership of licenses and assigned the
                  tower rights to the Company for $100. The transfer of
                  ownership of the licenses is subject to approval by the
                  Federal Communications Commission (FCC). On March 4, 1996, the
                  FCC approved the transfer of ownership of licenses to the
                  Company. The leases terminated upon the FCC's approval of the
                  transfers.

                  On March 28, 1996, the Federal Communications Commission
                  completed its auction of authorizations to provide single
                  channel and Multichannel Multipoint Distribution Service (MDS)
                  in 493 Basic Trading Areas. The Company won bids in 3 markets;
                  Hickory-Lenoir-Morganton, NC; Wausau-Rhinelander, WI; and
                  Stevens Point-Marshfield-Wisconsin Rapids, WI. The total
                  amount bid for these licenses, after a 15% small business
                  credit, was $3,046,212. On April 5, 1996, the Company
                  submitted a payment of $239,502, that, coupled with its
                  initial deposit of $65,120, made up the initial 10% of the
                  down payment for acquisition of these licenses. On June 28,
                  1996, the Federal Communications Commission called for the
                  second 10% of the down payment before the authorizations were
                  issued. The Company had until July 8, 1996, to submit a
                  balance of payment of $304,622 to satisfy the initial down
                  payment total. Under confirmation of receipt of down payment,
                  the FCC would issue the authorizations. On July 8, 1996,
                  payment of $118,936 was submitted to the Federal
                  Communications Commission to cover payment on the two
                  Wisconsin markets of Stevens Point and Wausau. License fees
                  payable to the FCC of $951,479 for the two Wisconsin licenses
                  will be made over the next ten years in quarterly payments.
                  Interest charged for this installment plan would be based on
                  the rate of the effective ten-year US Treasury obligation at
                  the time of the issuance of the authorization plus two and one
                  half (2 1/2) percent.

                  On September 1, 1996, the unpaid license fee payable of
                  $1,71,175 for the Hickory, NC, license was defaulted.
                  According to Section 21.959 in the FCC MDA Audit Information
                  Package, a maximum default payment of three percent of the
                  defaulting bidder's bid amount would be due to the FCC. This
                  amount, $65,544, was charged to operations in 1996. The
                  remaining amount, $120,142, of the deposit submitted to the
                  FCC for Hickory, NC, was recorded as a refundable deposit at
                  December 31, 1996. In addition, the Company will be liable to
                  the FCC for the difference between the Company's winning bid
                  and a lower winning bid received by the FCC in a subsequent
                  auction of this license. The FCC has not yet announced plans
                  to re-auction the Hickory, NC, license.

                  Costa Rica Licenses
                  On February 7, 1996, the Company signed two agreements for the
                  acquisition of three companies that together hold 18 frequency
                  licenses for broadcast of pay television (or "wireless cable")
                  services in Costa Rica together with related equipment and
                  contracts with subscribers for pay television services. These
                  agreements were amended and restated on February 22, 1996. The
                  closing of the three acquisitions was consummated on February
                  23, 1996.

                  In the first acquisition, the Company, through Fepeca
                  deTournon, S.A. ("FdT"), a new, wholly owned Costa Rican
                  subsidiary corporation of the Company, acquired all of the
                  outstanding shares of common stock of Televisora Canal
                  Diecinueve, S.A., a Costa Rican corporation ("Canal 19"), for
                  a total purchase price of $3 million; $1 million of which was
                  paid at the closing and the balance to be paid one year after
                  the closing with interest at the rate of 3.6% per annum. The


                                       7

<PAGE>   8

                  payment of this deferred amount is secured by all of the
                  acquired shares of stock of Canal 19 and of Grupo Masteri,
                  discussed below.

                  In the second acquisition, the Company, through FdT, acquired
                  all of the outstanding shares of common stock of Grupo
                  Masteri, S.A., a Costa Rican corporation ("Grupo"), for a
                  total purchase price of $1 million paid at the closing in the
                  form of restricted shares of the Company's common stock
                  representing approximately six (6) percent of the company's
                  total outstanding shares. The Company has agreed to provide
                  the seller certain registration rights with respect to these
                  shares.

                  The Company operates its wireless cable pay television
                  business in Costa Rica through another wholly owned subsidiary
                  corporation known as TelePlus, S.A. ("TelePlus"). The Company
                  acquired TelePlus from Seller on February 23, 1996, and in
                  consideration thereof, agreed to pay Seller a lump sum amount
                  equal to $50 times the number of subscribers under contract
                  with TelePlus in excess of the 1,700 subscribers purchased
                  from Seller at a date one year after TelePlus has six pay
                  television channels broadcasting to the public. TelePlus began
                  broadcasting six pay television channels in October 1996.
                  Currently, TelePlus has approximately 3,000 subscribers.

                  Effective January 1, 1997 the Company changed the estimated
                  useful life of all channel licenses from 40 years to 15 years.
                  As a result, license amortization expense was $50,000 higher
                  in the first quarter of 1997 than it would have been had the
                  company continued using a 40 year life.

NOTE 6            COSTA RICAN REVENUES AND EXPENSES
                  Costa Rican revenues and expenses were calculated monthly
                  using the currency exchange rate for Costa Rican Colons into
                  United States Dollars determined at the close of the business
                  day on the last day of each applicable month. The exchange
                  rate on March 31, 1997, was 226.15 Colons per 1 US Dollar.

NOTE 7            LOAN RESTRUCTURE
                  On February 12, 1997, the Company and Seller entered into an
                  agreement providing for the restructuring of the note given by
                  the Company to Seller as payment for the acquisition of Canal
                  19. This agreement was amended and restated by a letter
                  agreement dated February 21, 1997. The agreement, as amended
                  and restated, provided for the Company to make a payment of
                  $625,000 toward reduction of the principal balance of the note
                  on or before March 7, 1997. The remaining principal balance,
                  plus accrued interest thereon, was to be paid on or before
                  February 23, 1998, provided that, with an additional payment
                  of $100,000, the Company could extend such maturity date for
                  an additional period of six months. The Company paid Seller a
                  deposit of $50,000 on February 24, 1997, and, as consideration
                  for the restructuring of the note, agreed to issue to Seller
                  100,000 shares of its common stock, par value $.001 per share,
                  having certain piggy back registration rights. The $50,000
                  deposit was to be applied toward the principal balance of the
                  note provided, however, that if the $625,000 principal
                  reduction payment was not timely paid, Seller could retain
                  such deposit. The Company failed to pay the $625,000 payment,
                  the $50,000 was retained and on April 2, 1997, Seller declared
                  the Note to be in default.

                  On April 14, 1997, the Company entered into a letter of
                  understanding with the Seller for the restructuring of the $2
                  million debt into a convertible debenture to mature in 12
                  months with interest to accrue at 12% per annum (7% to be paid
                  monthly and 5% at maturity). The principal amount of the
                  debenture would be $2 million plus certain expenses owed or
                  reimbursable to Seller at the issue date of the debenture. At
                  the Company's option, $1 million of this amount may be
                  extended for an additional period of 12 months with interest
                  to accrue on such amount at 15% per annum (8% to be paid
                  monthly in arrears and 7% to be paid at maturity). The Seller
                  will have the option, exercisable within six months of the
                  issue date of the debenture, to elect or extend the maturity
                  date of the debenture of an additional 12 months, in which
                  event, commencing on the first day of the 13th month after the
                  issue date of the debenture, one-half of the principal amount
                  will accrue interest at 12% per annum (7% to be paid monthly
                  in arrears and 5% to be paid at 


                                       8

<PAGE>   9

                  maturity) and one-half of the principal amount will accrue
                  interest at 15% per annum (8% to be paid monthly in arrears
                  and 7% to be paid at maturity).

                  As consideration for this debt structuring, Seller will (i) be
                  issued 180,000 shares of the Company's common stock with piggy
                  back registration rights; (ii) be entitled to nominate two
                  members to the Company's Board of Directors until such time as
                  Seller has exercised the conversion rights under the
                  debenture; and(iii) receive a release from any liability in
                  connection with the Costa Rica acquisition.

                  The debenture will be convertible by Seller into the Company's
                  common stock at any time after the issue date prior to payment
                  of the debenture on at least 30 days' advance notice to the
                  Company. The conversion price is equal to the lesser of (1)
                  $1.00 per share of common stock or (2) a price per share of
                  common stock equal to the average of the closing "bid" for the
                  Company's common stock as reported on NASDAQ for the five
                  trading days immediately prior to the conversion date. The
                  Company also will reserve for issuance upon conversion a
                  sufficient number of shares of common stock and will register
                  such reserved shares and maintain an effective registration
                  statement for such shares.

                  The Seller will have the option to the return of the 12
                  microwave frequency licenses held by Canal 19 in exchange for
                  the Company's use of part of Seller's Channel 19 offices for
                  an additional sales office and the provision to the Company of
                  approximately $25,000 to $30,000 per year in advertising on
                  Channel 19 for up to five years.

                  If the Company defaults in its obligations under the
                  debenture, then Seller will be entitled to a transfer of all
                  stock of Canal 19, Grupo and TelePlus and the right to
                  purchase all capital assets of the Company in Costa Rica for
                  fair market value. The capital assets of TelePlus consist
                  primarily of subscriber contracts, transmission equipment and
                  subscriber reception equipment necessary for the operation of
                  the Costa Rican wireless cable television service.

                  The Company and Seller are currently negotiating and drafting
                  the terms of definitive agreements to reflect the terms of the
                  preliminary understanding. Pending the execution of definitive
                  agreements, Seller has agreed to abate any proceedings or
                  remedies for default of the debt until May 19, 1997. While the
                  Company is optimistic that definitive agreements on the terms
                  described above will be executed in due course, no assurance
                  thereof can be given.

NOTE 8            FINANCING - CONVERTIBLE PREFERRED STOCK PURCHASE

                  The Company is authorized to issue up to 5,000,000 shares of
                  "blank check" preferred stock and to permit the Board of
                  Directors, without shareholder approval, to fix the rights,
                  preferences and privileges including dividend rights,
                  conversion rights, terms of redemption, liquidation
                  preferences.

                  On November 25, 1996, the Company accepted a Subscription
                  Agreement from Amber Capital Corporation and Investor Resource
                  Services, Inc. (the "Buyers") for a total of 500 shares of its
                  Series A Convertible Preferred Stock at a price of $1,000 per
                  share (the "Preferred Shares"), for a total subscription price
                  of $500,000. The Buyers delivered $100,000 and promissory
                  notes ("Notes") for $400,000 at closing. The Buyers paid an
                  additional $100,000 against the Notes on January 8, 1997.

                  After the Notes were not paid on the January 31, 1997 due
                  date, the Company and the Buyers agreed to terminate the
                  balance of the Subscription Agreements and cancel the Notes.
                  On March 14, 1997, Aurora Capital purchased 100 shares of the
                  Company's Series B Convertible Preferred Stock for $100,000.


                                       9

<PAGE>   10

                  The Series A preferred shares are convertible into common
                  shares at the lesser of $3.25 or 65% of the average bid for
                  the company's common stock for the five trading days prior to
                  the conversion. The Series B preferred shares are convertible
                  at the lesser of $1.00 or 65% of the average bid for the
                  company's common stock for the five trading days prior to the
                  conversion. Neither Series A nor Series B of preferred stock
                  had fixed dividend rights.

                  During the first quarter of 1997 the company recorded a
                  preferred stock dividend of $161,800 which represented the 35%
                  discount off the bid price of the common stock at the time the
                  preferred shares were issued for a total of $300,000. The
                  $161,800 was added to additional Paid-in Capital and increased
                  the Accumulated Deficit in the first quarter of 1997. The
                  dividend increased the net loss per common share by $.07 for
                  the first quarter of 1997.



                                       10

<PAGE>   11
 



ITEM 2          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                  Since the Company started operations in its initial wireless
cable television system in LaCrosse, Wisconsin (the "LaCrosse System") in
September 1994, the Company reached a level of programming services delivered to
approximately 1,300 subscribers on March 31, 1997. On February 23, 1996, the
Company began providing services for approximately 1,712 subscribers in its
newly acquired Costa Rican company TelePlus, S.A. (the "Costa Rican System"). It
relaunched a newly defined system on September 15, 1996. Installation of new
subscribers into the system began after all existing subscribers who desired
continuing services were upgraded. As of March 31, 1997, the Costa Rican System
had approximately 2,400 subscribers. On March 28, 1996, the company successfully
bid for authorizations to 3 markets; Hickory-Lenoir-Morganton, NC;
Wausau-Rhinelander, WI; and Stevens Point-Marshfield-Wisconsin Rapids, WI. The
areas in Wisconsin are designated as future wireless cable television systems.
The NC market has been abandoned

THREE MONTHS ENDED 1997 VERSUS 1996
                  The Company had revenues of $226,108 for the three months
ended March 31, 1997, compared to $83,213 during the same period in 1996.
Revenues were primarily generated from subscription fees, installation charges
and subscriber cable equipment sales. The Costa Rican System generated income of
$120,357 for the 3 months of the first quarter 1997, while the LaCrosse System
had revenues of $98,394 during the same 3 month period related to subscription
services. The Company had a total interest and miscellaneous income for the same
three months of $11,426 from its various security investments and miscellaneous
income adjustments to outstanding liabilities.

                  Cost of sales for both the Costa Rica System and the LaCrosse
System for the three months ending March 31, 1997, were $37,253. This amount
reflects the increased costs of programming for the six channels of pay TV
broadcast in Costa Rica added to the LaCrosse System costs, since December 31,
1996. During the comparable period of 1996, the Company had a cost of sales of
$15,089.

                  Expenses for the three months ended March 31, 1997, consisted
primarily of broadcast costs, general and administrative expenses, and interest
expense. The Costa Rican System, the LaCrosse System and Corporate office had
total operating expenses of $691,496. During the comparable period of 1996, the
Company had operating expenses of $279,710. This increase in operating expenses
reflects the increase of costs relative to cable hardware accessories necessary
to accommodate the increase in subscriber services and the additional expense of
the Costa Rican System in comparison to the previous year. It also reflects the
inherent costs associated with expansion and an additional $50,000 of license
amortization expense using a 15 year life instead of the 40 year life used in
1996.

                  The Company had a net loss of $564,324  before preferred stock
dividend for the three months ended on March 31, 1997, in comparison to $190,517
during the same period in 1996. This increase in net loss reflects the continued
build-up of operations in Costa Rica, the operation of the LaCrosse System, and
the professional services necessary to assure compliance with FCC, SEC, and
Costa Rican regulation. The 1997 net loss also includes $50,000 of interest
expense paid to extend the maturity of the $2,000,000 loan and the $50,000
additional license amortization using a 15 year life instead of the 40 year life
used in 1996.

LIQUIDITY
                  On March 31, 1997, the Company had property and transmission
equipment valued at a cost of $1,425,938 net of accumulated depreciation as
compared to $857,442 at March 31, 1996, and $1,365,235 at December 31, 1996.
This increase in property primarily reflects the capitalization of the Costa
Rican System.

                  During the three months ended March 31, 1997, the Company used
cash primarily to fund operating losses, purchase transmission equipment and for
costs accompanying its capitalization of the Costa Rican System. Cash increased
from $26,618 on December 31, 1996, for the three months ending on March 31,
1997, to 


                                       11

<PAGE>   12

$35,636 primarily due to the receipt of cash from operating activities, the
increased collection of aging accounts receivable and the sale of Preferred
stock.

                  Although incremental equipment and labor installation costs
per subscriber are incurred after a subscriber signs up for the Company's
wireless cable service, such costs are incurred by the Company before it
receives fees from the subscribers and are only partially offset by installation
charges. To sustain subscriber growth beyond its initial base in the LaCrosse
System and the Costa Rican System, the Company will need to generate enough
operating revenues to enable it to continue to invest in subscriber reception
equipment and installation or raise additional debt or equity capital. In
addition, to develop and launch additional wireless cable systems, the Company
will need to raise additional capital. There can be no assurance that operating
revenues will be sufficient to sustain subscriber growth or that additional
financing, if required, will be available on terms acceptable to the Company, if
at all.

                  Profitability will be determined by the Company's ability to
maximize revenue from subscribers while maintaining variable expenses.
Significant increases in revenues will generally come from subscriber growth.
Currently, the Company has eight employees domestically and twenty-three
employees in Costa Rica. There are additional plans to increase employees in the
Costa Rican location.


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<PAGE>   13


                            PART II OTHER INFORMATION

ITEM 1            Legal Proceedings:  None
ITEM 2            Changes in Securities:  None
ITEM 3            Defaults Upon Senior Securities:  None
ITEM 4            Submission of Matters to a Vote of Security Holders:  None
ITEM 5            Other Information:  None
ITEM 6            Exhibits and Reports on Form 8-K

                  Reports on Form 8-K. The Company filed the following Current
Reports on Form 8-K during the first quarter of 1997:

                  Amendment No.3 to Current Report on Form 8-K/A dated February
12, 1997, as further amended by Amendment No. 4 to Current Report on Form 8-K/A
dated February 27, 1997. These Amendments amend the Current Report on form 8-K
dated February 12, 1996, as amended by Amendment to Current Report on Form 8-K/A
dated February 23, 1996, as further amended by Amendment No. 2 to Current Report
on Form 8-K/A dated May 20, 1996, reporting under Item 2 acquisitions of stock
and/or assets in certain Costa Rican companies. On February 12, 1997, the
Company and Melvin Rosen ("Seller") entered in an agreement providing for the
restructuring of the promissory note (the "Note") dated February 23, 1996, in
the original principal amount of $2,000,000, given by the Company to Seller in
connection with the acquisition of Televisora Canal Diecinueve, S.A. The
agreement was amended and restated by the parties on February 21, 1997.


                                INDEX TO EXHIBITS

Exhibit 2         Plans of Acquisition:

<TABLE>
                  <S>      <C>
                  2.1      Letter Agreement Dated February 12, 1997, between the
                           Company and Melvin Rosen was filed as Exhibit 2 to
                           the Current Report on form 8-K/A dated February 14,
                           1997, and is incorporated herein by reference.

                  2.2      Amended and Restated Letter Agreement dated February
                           21, 1997, between the Company and Melvin Rosen Was
                           filed as Exhibit 2 to the Current Report on Form
                           8-K/A dated February 27, 1997, and is incorporated
                           herein by reference.
</TABLE>




         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                                         TEL-COM WIRELESS CABLE TV CORPORATION



Date:    May 12, 1998                    By:  /s/ JAMES R. PEKAREK
                                              --------------------------------
                                              James R. Pekarek, Vice President
                                              and Chief Financial Officer


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