FORM 10-QSB

                       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 SEPTEMBER 30, 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. 162ND STREET
         NORTH MIAMI BEACH, FLORIDA                         33162
  (Address of principal executive offices)                (Zip Code)


                                  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 November 7, 1997, there were 4,059,643 shares of common stock, $.001
par value per share, outstanding.

<PAGE>
                      TEL-COM WIRELESS CABLE TV CORPORATION

                              Index to Form 10-QSB
                      For Quarter Ended September 30, 1997

PART I.           FINANCIAL INFORMATION                                 PAGE NO.

         ITEM 1.           FINANCIAL STATEMENTS

                           Balance Sheets                                  3
                           Statements of Operations                        4
                           Statements of Cash Flows                        5
                           Notes to Financial Statements

         ITEM 2.           MANAGEMENT'S DISCUSSION                         11

PART II.          OTHER INFORMATION

         ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS       13

         ITEM 6.           EXHIBITS AND REPORTS ON FORM 8K                 13

SIGNATURES                                                                 13

<PAGE>
<TABLE>
<CAPTION>

                      TEL-COM WIRELESS CABLE TV CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                                                         ASSETS
                                                               SEPTEMBER 30, 1997                   DECEMBER 31, 1996
CURRENT ASSETS                                                     (Unaudited)
                                                                 -------------------------     ------------------------
<S>                                                                                <C>                         <C>    
  Cash and Cash Equivalents                                                        $6,212                      $26,618
  Restricted Cash                                                                       0                      346,400
  Accounts Receivable - Trade                                                      47,979                       18,739
  Prepaid Consulting Fees                                                         311,000                      988,000
  Prepaid Expenses                                                                 10,387                       44,552
                                                                 -------------------------     ------------------------

TOTAL CURRENT ASSETS                                                              375,578                    1,424,309

PROPERTY & EQUIPMENT, NET (NOTE 3)                                              1,428,770                    1,365,235

LICENSES, NET (NOTE 4)                                                          5,546,812                    5,458,444

OTHER ASSETS, NET (NOTE 4)                                                        135,450                      127,335
                                                                 -------------------------     ------------------------

TOTAL ASSETS                                                                  $ 7,486,610                   $8,375,323
                                                                 =========================     ========================

                                                                                    LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                                $336,733                    $153,276
  Accrued Liabilities                                                              126,607                      16,787
  Truck Loans                                                                       17,902                      22,711
  Loans and Debentures Due to Stockholders                                       2,482,400                   2,008,000
  Notes Due to Bank                                                                      0                     361,000
                                                                  -------------------------    ------------------------

TOTAL CURRENT LIABILITIES                                                        2,963,642                   2,561,774

  LICENSE FEES PAYABLE                                                             951,479                     951,479

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

TOTAL LIABILITIES                                                                3,915,121                   3,513,253

STOCKHOLDERS' EQUITY
  Preferred Stock                                                                        0                           1
  Common Stock                                                                       3,557                       2,196
  Additional Paid-in Capital                                                     7,560,112                   7,544,720
  Accumulated Deficit                                                          (3,992,180)                 (2,284,847)
                                                                  -------------------------    ------------------------

                                                                                 3,571,489                   5,262,070
Less:  Stock Subscription Receivable                                                     0                   (400,000)
                                                                          ----------------             ---------------
TOTAL STOCKHOLDERS' EQUITY                                                      $7,486,610                  $8,375,323
                                                                  =========================    ========================
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>
<TABLE>
<CAPTION>

                      TEL-COM WIRELESS CABLE TV CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                    THREE MONTHS ENDED                       NINE MONTHS ENDED
                                                       SEPTEMBER 30,                           SEPTEMBER 30,
                                           -------------------------------------   --------------------------------------
                                                  1997                1996                1997                1996
                                                  ----                ----                ----                 ----
                                                 (Unaudited)        (Unaudited)          (Unaudited)         (Unaudited)
<S>                                                 <C>                <C>                  <C>                 <C>     

REVENUE                                             $295,561           $104,963             $783,984            $313,408

COST OF SALES                                         59,978             20,157              128,634              58,052
                                           ------------------   ----------------   ------------------  ------------------

GROSS PROFIT                                         235,583             84,806              655,350             255,356

OPERATING EXPENSES                                   705,185            470,055            2,063,860           1,196,387
                                           ------------------   ----------------   ------------------  ------------------
OPERATING LOSS                                     (469,602)          (385,249)          (1,408,510)           (941,031)

OTHER INCOME(EXPENSE)
  Interest Income                                        367             22,552                4,710              88,682
  Interest Expense                                 (237,096)           (31,271)            (303,532)            (78,890)
                                           ------------------   ----------------   ------------------  ------------------
TOTAL OTHER INCOME(EXPENSE)                        (236,729)            (8,719)            (298,822)               9,792
                                           ------------------   ----------------   ------------------  ------------------

NET LOSS                                          ($706,331)         ($393,968)         ($1,707,332)          ($931,239)
                                           ==================   ================   ==================  ==================

WEIGHTED NUMBER OF
COMMON SHARES
OUTSTANDING                                        2,556,212          1,996,212            2,345,245           1,979,916
                                           ==================   ================   ==================  ==================

NET LOSS PER COMMON SHARE                            ($0.28)            ($0.20)              ($0.73)             ($0.47)
                                           ==================   ================   ==================  ==================
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                   NINE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                                                   -------------------------------------------------
                                                                            1997                        1996
                                                                            ----                        ----
                                                                        (Unaudited)                 (Unaudited)
<S>                                                                         <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                                  ($1,707,332)                 ($931,239)
     Adjustments to reconcile net loss to net cash
     used in operating activities
       Amortization & Depreciation expense                                       412,224                     79,835
       Increase (Decrease) in Accounts Receivable                               (29,240)                      7,770
       Decrease (Increase)  in Prepaid Expenses                                  839,165                      6,813
       Increase (Decrease) in Accounts Payable                                   183,457                   (23,287)
       Increase (Decrease) in Accrued Liabilities                                109,820                   (22,141)

                                                                   ----------------------      ---------------------
                                                NET CASH USED IN
                                            OPERATING ACTIVITIES               (191,906)                  (882,249)
                                                                   ----------------------      ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of Equipment                                                  (222,879)                  (623,929)
     Acquisition of Licenses                                                           0                  (472,089)
     Acquisition of Investments                                                        0                  (105,000)
     Proceeds from Sale of Investments                                           346,400                  1,000,625
     Increase in Deposits and other assets                                       (8,115)                   (59,442)
                                                                   ----------------------      ---------------------
                                            NET CASH PROVIDED BY
                                            INVESTING ACTIVITIES                 115,406                  (259,835)
                                                                   ----------------------      ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from Bank Loans                                                          0                  1,475,000
     Proceeds from Stockholder Loans                                             221,902                    (6,500)
     Proceeds from Sale of Stock                                                 200,000                          0
     Repayment of Bank Loans                                                   (361,000)                (1,114,000)
     Repayment of Truck Loans                                                    (4,808)                          0
                                                                   ----------------------      ---------------------
                                            NET CASH PROVIDED BY
                                            FINANCING ACTIVITIES                  56,094                    354,500
                                                                   ----------------------      ---------------------

                                            NET DECREASE IN CASH                (20,406)                  (787,584)

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

                                           CASH AT END OF PERIOD                  $6,212                   $979,701
                                                                   ======================      =====================
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       5

<PAGE>

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

                      Nine Months Ended September 30, 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 for the nine
                  months ended September 30, 1997 and 1996 follows:
<TABLE>
<CAPTION>

                                                                                            1997               1996
                                                                                            ----               ----
                  <S>                                                                   <C>               <C>

                  Interest paid during the period                                       $   16,345        $   78,890
                  --------------------------------------------------------------------------------------------------

                  Non-cash investing and financing activities:
                       Loan  issued to restructure debt                                 $   78,498        $      -
                       Warrants and common stock issued to restructure debt                 88,750
                       Loans issued for Costa Rica licenses (Grupo Masteri,S.A. in 1996)   174,000         2,000,000
                       Warrants issued for investment banking consulting services          128,000               -
                       Common stock issued to acquire Televisora Canal Diecinueve              -           1,000,000

                  --------------------------------------------------------------------------------------------------
</TABLE>

NOTE  3           PROPERTY & EQUIPMENT

                  Property and equipment at September 30, 1997 are summarized as
follows:

Leasehold improvements                            $                13,381
Furniture, fixtures & office equipment                             74,926
Equipment                                                       1,720,692
                                                  ------------------------
                                     Subtotal                   1,808,999

Less accumulated depreciation                                     380,229

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

Net property & equipment                          $             1,428,770
                                                  ========================

                                       6
<PAGE>

NOTE  4           LICENSES & OTHER ASSETS

                  Licenses and other assets at September 30, 1997 are summarized
as follows:

Licensing fees                                     $             1,560,855
Costa Rican licenses                                             4,174,000
Deposits                                                           126,698
Organization costs                                                   4,000
Loans to Stockholders                                                6,550

                                                    -----------------------
                                     Subtotal                    5,872,103

Less accumulated amortization                                      189,841

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

Net other assets                                   $             5,682,262
                                                    =======================

NOTE 5            COMMITMENTS

                  LICENSES IN THE UNITED STATES

                  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 cost of the
                  channel licenses is amortized on a straight-line basis over 40
                  years beginning when the Company commenced operations. 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
                  (MMDS) 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.

                                       7

<PAGE>

                  On September 1, 1996, the unpaid license fee payable of
                  $1,671,175 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. Of
                  this amount, $65,544 was charged to operations in 1996. The
                  remaining $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 from Melvin Rosen (the "Seller") 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 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 was to be paid one year after the
                  closing with interest at the rate of 3.6% per annum. The
                  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 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 4,200 subscribers and
                  $174,000 is included in the cost of licenses for the increase
                  in subscriber base in the year from October 31, 1996 to 1997.

                  The cost of the Costa Rican channel licenses is amortized on a
                  straight-line basis over 40 years beginning when the
                  acquisition of the licenses was consummated.

NOTE 6            FOREIGN CURRENCY TRANSLATION

                  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 September 30, 1997, was approximately 239 Colons per 1
                  US Dollar.

                                       8

<PAGE>

NOTE 7            LOAN RESTRUCTURE

                  On February 12, 1997, the Company and Seller entered into an
                  agreement providing for the restructuring of the $2 million
                  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. 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 and the $50,000 was
                  retained by the Seller.

                  On May 19, 1997, the Company entered into a Debt Restructuring
                  Agreement 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 is $2 million plus $100,000 for 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
                  has the option, exercisable within six months of the issue
                  date of the Debenture, to elect to extend the maturity date of
                  the debenture for 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 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, the Company agreed
                  to issue to the Seller (i) 180,000 shares of the Company's
                  common stock with piggy back registration rights, (ii) a
                  warrant to purchase 500,000 shares at $1.00 per share, and
                  (iii) a warrant to purchase 500,000 shares at $5.00 per share.
                  Under the Agreement, the Seller received the right to nominate
                  two members to the Company's Board of Directors until such
                  time as Seller exercised the conversion rights under the
                  Debenture and received a release from any liability in
                  connection with the Costa Rica acquisition. A value of $88,750
                  was assigned to the aforementioned stock and warrants issued
                  to restructure the debt.

                  The Debenture is 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)
                  $.50 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 has notified the Company of his intention to
                  convert the Debenture into common stock before December 31,
                  1997. However, until the conversion occurs, there is risk that
                  the Company could default in its obligations under the
                  Debenture. In such case the 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

                                       9

<PAGE>

                  primarily of subscriber contracts, transmission equipment and
                  subscriber reception equipment necessary for the operation of
                  the Costa Rican wireless cable television service.

                  All of the costs of restructuring the debt totaling $167,248
                  have been written off as additional interest expense in the
                  third quarter of 1997 when the Seller indicated his intent to
                  convert the debt into common stock. interest continues to
                  accrue until the debt is converted.

NOTE 8            FINANCING - CONVERTIBLE PREFERRED STOCK PURCHASE

                  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 for $400,000, at closing. The Buyers paid an additional
                  $100,000 against the Notes on January 8, 1997. The balance of
                  the Notes, which was due on January 31, 1997, was not paid,
                  and 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. The 300
                  aggregate shares of Series A and Series B Convertible
                  Preferred Stock were converted into 1,183,431 shares of common
                  stock on September 16, 1997.

NOTE 9            CONSULTING AGREEMENT AND EXERCISE OF WARRANTS IN OCTOBER, 1997

                  In July 1997, the Company entered into a two-year Consulting
                  Agreement with an investment banking firm (the "Consultant").
                  Pursuant thereto the Company granted the Consultant 500,000
                  one-year warrants exercisable at $1.00 per share, 200,000
                  one-year warrants exercisable at $2.50 per share and 100,000
                  three-year warrants exercisable at $2.50 per share. A value of
                  $128,000 was assigned to the warrants and $64,000 per quarter
                  is being amortized in operating expenses in the third and
                  fourth quarters of 1997.

                  In October 1997, assignees of the Consultant exercised the
                  500,000 one year warrants at $1 per share and the company
                  received $450,000 of the proceeds in early October, 1997. The
                  remaining $50,000 is to be paid before December 31, 1997.

                                       10
<PAGE>

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

The Company operates wireless cable television systems in LaCrosse, Wisconsin
(the "LaCrosse System") and in the Central American country of Costa Rica (the
"Costa Rican System"). Since beginning its initial wireless cable television
system in LaCrosse in September 1994, the Company has built its customer base to
approximately 1,200 subscribers as of September 30, 1997. On February 23, 1996,
the Company acquired TelePlus, S.A., a provider of wireless cable TV to
subscribers in Costa Rica. During the third quarter of 1996, the Company
upgraded the Costa Rican service and delivery system and relaunched the new
cable system on September 15, 1996. Marketing of the new system to new
subscribers began only after all existing subscribers who desired continuing
services were upgraded. As of September 30, 1997, the Costa Rican System had
approximately 4,200 subscribers. On March 28, 1996, the Company successfully bid
for authorizations to three 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 North Carolina authorization has been abandoned.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH   1996

The Company had revenues of $295,561 for the three months ended September 30,
1997, compared to $104,963 during the same period in 1996. The $190,598 revenue
increase is primarily from subscription fees and installation charges generated
on a significantly increased Costa Rican subscriber base. During the third
quarter of 1996, only 11% of total revenues were generated by the Costa Rican
System while it was upgraded and relaunched. During the comparable 1997 period,
68% of total revenues of $295,561 were generated by the Costa Rican System and
32% by the LaCrosse System.

Cost of sales for the three months ended September 30, 1997, were $59,978,
reflecting the significant expansion in the Costa Rican subscriber base. During
the comparable 1996 quarter the Company had cost of sales of $20,157, primarily
for the LaCrosse System.

Operating expenses for the three months ended September 30, 1997, consisted of
recurring broadcast costs, subscriber installation costs and general and
administrative expenses totaling $394,185, and $311,000 of amortization of
prepaid financial and public relations consulting expenses. The $311,000 of
consulting expense represents (i) 25% of the $988,000 value of the 200,000
shares of common stock issued in exchange for the one year of consulting service
that commenced on January 1, 1997 plus (ii)50% of the $128,000 assigned to the
warrants issued to an investment banking firm in July, 1997 for consulting
services. The $394,185 of recurring operating costs of the Costa Rica and
LaCrosse Systems and of the corporate office in Florida for 1997 was $75,870
less than the $470,055 for the comparable 1996 period because the 1996 period
had abnormal expenses attributable to the system upgrade in Costa Rica.

The $205,825 increase in interest expense in the 1997 period was primarily due
to the restructuring of the $2,000,000 note due to the Seller of the Costa Rican
System. Interest expense for 1997 includes the $167,248 write off of the costs
to restructure the debt and the effect of increasing the interest rate from 3.6%
to 12% per annum.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH 1996

The Company had revenues of $783,984 for the nine months ended September 30,
1997, compared to $313,408 during the same period in 1996. The $470,576 revenue
increase is primarily due to a significantly increased Costa Rican subscriber
base. Also, revenues in the 1996 period were negatively impacted by the
aforementioned relaunch of the Costa Rican system. The Costa Rican System
generated approximately 62% of 1997 revenues and 21% of 1996 revenues and the
LaCrosse System generated approximately 38% of 1997 revenues and 79% of 1996
revenues.

                                       11

<PAGE>

Cost of sales for the nine months ended September 30, 1997 increased $70,582
over the comparable 1996 period due primarily to the significant increase in
Costa Rican subscribers.

Operating expenses for the nine months ended September 30, 1997, include
$805,000 of non-recurring financial and public relations consulting expense
assigned to the aforementioned consulting agreements. These agreements will not
be renewed and $311,000 will be amortized to expense in the fourth quarter of
1997. The recurring expenses of operating the Costa Rican and LaCrosse Systems
and the corporate office in Florida totaled $1,258,860 for the first nine months
of 1997. During the comparable period of 1996, the Company had operating
expenses of $1,196,387. This $62,471 increase in recurring operating expenses is
due to the increased variable costs of providing subscriber services to the
significantly expanded Costa Rican System.

Interest expense for the nine months ended September 30, 1997 was $224,642 above
the comparable 1996 period because of the aforementioned write off of the
$167,248 debt restructuring costs and the higher interest rate. Interest expense
will be almost negligible if or when the Debentures are converted.

Excluding the $805,000 non-recurring consulting expenses and the write off of
the $167,248 of debt restructuring costs, the Company's net loss of $735,084 for
1997 declined $196,155 from the $931,239 during the same period in 1996. The
significant increase in gross profit in 1997 covered more of the general
expenses in 1997 than in the 1996 period due to the continued significant
build-up of the subscriber base in Costa Rica in 1997 compared to 1996.

LIQUIDITY

On September 30, 1997, the Company had property and transmission equipment
valued at a cost of $1,808,999 as compared to $1,409,459 at September 30, 1996,
and $1,585,253 at December 31, 1996. This increase in capitalized property and
equipment cost over the past year primarily reflects the increase in the Costa
Rican subscriber base.

During the nine months ended September 30, 1997, the Company used cash primarily
to fund operating losses and purchase subscriber reception equipment for the
significant increase in subscribers in Costa Rica.

See Note 7 of the Notes to the Consolidated Financial Statements included in
Part I, Item 1 of this report, with respect to a debt restructuring and
contemporaneous change in control which occurred in May 1997. The balance sheet
at September 30, 1997 reflects the entire $2,100,000 Debenture as a current
liability. However, the Debenture holder has indicated his intention to convert
the Debenture into common stock before December 31, 1997.

Subsequent to September 30, 1997, the Company received $450,000 of the $500,000
due from the exercise of 500,000 warrants by assignees of the investment banking
firm to whom the warrants were issued in July, 1997. The $450,000 will be used
primarily to expand the Costa Rican subscriber base and for general working
capital purposes.

The Company must increase its subscriber base without corresponding increases in
corporate overhead to achieve profitability. Incremental equipment and labor
installation costs per subscriber are incurred before the Company receives fees
from the subscribers and such costs are only partially offset by installation
charges. To achieve subscriber growth beyond its current subscriber base or
develop additional wireless cable systems or related products and services, the
Company will need to raise additional debt or equity capital. The Company is
currently exploring various sources of additional financing, but has no
commitments in this regard. Failure to secure additional financing could have a
material adverse effect on the Company.

                                       12

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                            PART II OTHER INFORMATION

ITEM 2            CHANGES IN SECURITIES:

                  In July 1997, the Company entered into a two-year Consulting
                  Agreement with an investment banking firm (the "Consultant").
                  Pursuant thereto the Company granted the Consultant 500,000
                  one-year warrants exercisable at $1.00 per share, 200,000
                  one-year warrants exercisable at $2.50 per share and 100,000
                  three-year warrants exercisable at $2.50 per share. In October
                  1997, assignees of the Consultant exercised the 500,000 one
                  year warrants at $1 per share.

                  The foregoing securities were all issued without registration
                  under the Securities Act of 1933, as amended by reason of the
                  exemption from registration afforded by the provisions of
                  Section 4(2) thereof, as transactions by an issuer not
                  involving a public offering, each recipient of securities
                  having delivered appropriate investment representations to
                  the Company with respect thereto and having consented to the
                  imposition of restrictive legends upon the certificates
                  evidencing such securities. No fees or commissions were paid
                  in connection with the issuance of the securities.

ITEM 6            EXHIBITS AND REPORTS ON FORM 8K.

                  Exhibit 11-Computation of Per Share Earnings (Loss)

                  Exhibit 27 - Financial Data Schedule (EDGAR version only)

                  Reports on Form 8K. None

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:              November 14, 1997       By: /s/ SAMUEL H. SIMKIN


                                               ----------------------------
                                               Samuel H. Simkin, Vice President
                                               and Principal Financial Officer

                                       13
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                                 EXHIBIT INDEX

EXHIBIT         DESCRIPTION
-------         -----------
Exhibit 11      Computation of Per Share Earnings (Loss)

Exhibit 27      Financial Data Schedule (EDGAR version only)