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, 1997.
[ ]  Transition report under section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the transition period from ____________ to _____________.

Commission file number                                                  00-21143

                      WIRELESS CABLE & COMMUNICATIONS, INC.
                 (Name of small business issuer in its charter)

                   Nevada                                 87-0545056
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                  Identification No.)

        102 West 500 South, Suite 320
          Salt Lake City, Utah                               84101
   (Address of principal executive office)                 (Zip Code)

(Issuer's telephone number) (801) 328-5618

      Securities to be registered under Section 12(b) of the Act:
             Title of each class       Name of each exchange on which registered
        Common Stock, Par Value $.01                                        None

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
Yes X No , 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
Regulations  S-B is not  contained  in  this  form,  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. [ ]

State the registrant's net revenue for its most recent fiscal year:  $40,186.

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  computed by reference  to the price at which the stock was sold,  or
the average bid and asked  prices of such stock,  as of a specified  date within
the past 60 days, was $3,580,767.

As of March 30, 1998,  8,209,900 shares of registrant's  Common Stock, par value
$.01 per share,  3,257,490 shares of the registrant's Series A Preferred Shares,
par value  $.01 per  share,  and  354,825  shares of the  registrant's  Series B
Preferred Shares, par value $.01 per share, were outstanding.
<PAGE>
                      WIRELESS CABLE & COMMUNICATIONS, INC.
                                 April 14, 1998
                                   Form 10-KSB

PART 1.

                                   THE COMPANY

              Exact corporate name:  Wireless Cable & Communications, Inc.
   State and date of incorporation:  Nevada - July 23, 1995
Street address of principal office:  102 West 500 South, Suite 320
                                     Salt Lake City, Utah 84101
          Company telephone number:  (801) 328-5618
                   Fiscal year end:  December 31

                             BUSINESS AND PROPERTIES

OVERVIEW

         The   Company   was  formed  to   provide   high   quality,   low-cost,
telecommunications  services  to  subscribers  in emerging  markets  outside the
United  States.  The Company  intends to provide  these  services  using its own
networks of fixed local point to multi-point  broadband  wireless  communication
systems.  The  Company  anticipates  that it will  also be able to  provide  its
services using fiber optic networks and coaxial cable where the Company believes
it is economically  attractive or strategically  desirable to do so. The Company
currently  holds or has the  right to  acquire  communications  networks  in six
countries  which have an  aggregate  population  of  approximately  80  million,
including New Zealand,  Venezuela,  Costa Rica, Guatemala,  Argentina and Panama
(the  "Market  Countries").  The  Company  also  expects  to  obtain  rights  to
additional communications networks in other emerging markets, primarily in Latin
America.  The Company's  interests in the Market Countries include the ownership
of a 78% interest in a network that currently provides multi-channel  television
services in Caracas,  Venezuela (the "Operating System"). The Company also holds
or has the right to acquire majority economic  interest  positions in all of its
other  markets.  In certain  markets  where  governmental  regulations  prohibit
foreign control of network rights,  the Company has generally  acquired minority
interests  in the  entities  that hold the rights to the  network and a majority
interest in the company that has the exclusive right to operate the network. The
Company  believes that this  ownership  structure  provides it with  significant
management influence over the network operations in each of those markets.

         The Company  intends to offer a number of integrated  service  packages
targeted to businesses,  governmental  agencies and residential  consumers.  The
Company  intends to evolve into a full-service  provider of "one-stop  shopping"
communications  services with a product  portfolio  that  includes  Internet and
intranet  services,  high speed data  connectivity,  and local and long distance
telephony  services.  The  bundled  service  packages  will be  tailored  to the
specific needs of the target  customer  group,  but will initially focus on high
speed data connectivity and Internet and intranet access. The Company also plans
to add  local  and long  distance  telephony  services  and  video  conferencing
services and/or  multi-channel  television services to its service packages at a
later date.  The Company has  identified 15 medium and large cities (the "Target
Markets")  in the Market  Countries  in which it intends to launch or expand its
communications   networks  during  the  next  three  years.  The  Company  began
construction  activities on the Target  Markets in January 1998 and  anticipates
completion  of its  facilities in the Target  Markets by December  2000. It then
intends to launch or expand its data  services  in the  remainder  of the Market
Countries and launch or expand wireless data, voice and multi-channel television
services in the Target Markets and the other  portions of the Market  Countries.
The  Company's  network  development  plans  will  require  substantial  capital
expenditures.  There can be no  assurance  the  Company  will be able to acquire
amounts  (either  through debt or equity  investments)  sufficient to fund those
capital  expenditures.  See "Profitability  Milestones and Operating Concerns --
Need for  Substantial  Additional  Financing" and  "Management's  Discussion and
Analysis of Certain Relevant Factors," below.
<PAGE>
         The  Company  believes  many  underdeveloped  countries,   particularly
countries in Latin and Central  America,  are  experiencing  rapid  economic and
population    growth,   as   well   as   unparalleled    demand   for   expanded
telecommunications   services.   The  Company  also  believes  that  the  market
penetration in those countries by telecommunications services providers has been
limited in comparison to developed countries such as the United States.

         Worldwide, the combined  telecommunications market is believed to be in
excess of $600  billion.  Further,  the number of worldwide  Internet  users are
expected  to grow from an  estimated  46  million in 1997 to  approximately  152
million by the year 2000.

DESCRIPTION OF THE COMPANY'S BUSINESS

Company Background

         The  Separation.  The Company was formed for the purpose of  continuing
the  development  of  certain   business  assets  formerly  held  by  Transworld
Telecommunications,  Inc.  ("TTI").  Through its joint venture entity,  Wireless
Holdings, Inc., a Delaware joint venture corporation ("WHI"), TTI owns operating
and non-operating wireless communications networks in six United States markets.
TTI also owned an interest in certain  New Zealand and Park City,  Utah  network
rights.

         In July  1995,  the board of  directors  of TTI voted to  separate  its
business assets into two groups. Under the terms of the business separation (the
"Separation"),  TTI agreed to form a new  corporation  -- the Company -- to hold
TTI's New  Zealand and Park City,  Utah  network  rights,  and the stock of that
corporation was then to be distributed to TTI's shareholders.

         In order to complete  the  Separation,  TTI formed the Company  and, in
August 1995, it issued  3,500,000  shares of its common stock to TTI in exchange
for TTI's  interest  in the New Zealand and Park City,  Utah  networks.  The New
Zealand network rights represented  approximately 99% of the value of the assets
contributed  to the  Company.  TTI  immediately  transferred  the  shares of the
Company to an escrow agent, to be held for the benefit of TTI's  shareholders of
record on that date on a non-pro rata basis (with the  management  and principal
shareholder  of TTI  relinquishing  a portion of their  shares in the Company in
favor of the TTI public  shareholders),  until the Company complied with certain
securities law requirements. In December 1996, the Company registered the shares
under the federal securities laws under the Securities  Exchange Act of 1934, as
amended, pursuant to a registration statement on Form 10-SB. The Company has not
yet distributed the shares from escrow,  although it anticipates doing so in the
near future. See "Certain Relationships and Related Transactions."
<PAGE>

         TIC  Transaction.  Prior to January 31,  1997,  the  Company's  primary
business  assets  consisted of its New Zealand  network rights and a 4.4% equity
interest  in  a  company  that  holds  the  network  rights  in  Venezuela.  See
"Description of the Company's  Business - Market Country  Networks,"  below, and
the Company's  registration  statement on Form 10-SB dated December 30, 1996, as
amended.  In late 1996, the Company  entered into  negotiations  with a Delaware
corporation,  Telecom Investment  Corporation ("TIC"),  regarding the terms of a
potential  merger or acquisition.  TIC held or had the right to acquire wireless
telecommunication  rights  in a number  of South  American  and  Latin  American
countries,  including  Venezuela,  Costa Rica, Panama,  Peru and Guatemala.  The
principal shareholder of TIC is the father of the Company's president.

         In  February  1997,  TIC  merged  with  a  newly  formed   wholly-owned
subsidiary  of  the  Company.   Under  the  terms  of  the  merger,  the  former
shareholders of TIC received  2,397,732 shares of the Company's newly designated
Series A  Preferred  Shares  and TIC  became a  wholly-owned  subsidiary  of the
Company (the "TIC Transaction").  As a result of the TIC Transaction, the former
shareholders and option holders of TIC acquired  approximately 87% of the voting
control of the Company on a fully diluted common share  equivalent  basis.  As a
result  of the  Petrolera  Transaction,  the  FondElec  Transaction  and the CVV
Transaction,  all as described below, the former shareholders and option holders
of TIC currently hold approximately  54.6% of the voting control of the Company.
The TIC  Transaction  was accounted for as a reverse  acquisition for accounting
purposes (see Note 1 to the consolidated financial statements).

         The number of Series A Preferred Shares the TIC  shareholders  received
was  based  primarily  on a  valuation  of Latin  and  South  American  wireless
telecommunications  rights that was  prepared  by a  securities  underwriter  in
connection with a proposed  registered  public offering of the Company's  Common
Shares.   The  parties  also  considered  other  factors  in  determining  their
respective values for purposes of the TIC Transaction, including (i) current and
anticipated  debt  obligations,  (ii)  the  funds  expended  by the  parties  in
acquiring  their  respective  rights,  (iii) the  Company's  and  TIC's  pre-TIC
Transaction  relationships,  (iv) TIC's and the Company's joint interests in the
Venezuelan  communications  network, (v) the fact that the Company had agreed to
enter into an option to acquire the company that operates the Venezuelan network
as nominee for TIC, and (vi)  increases in the value of the  Company's  wireless
rights in New Zealand after the date of the  valuation.  The  valuation  assumed
full  build-out  of  each  system,   which  has  yet  to  occur.   See  "Certain
Relationships and Related Transactions."

         Note and Warrant  Offering.  During 1996 and 1997,  the Company  sold a
series of secured  promissory  notes (the "Notes") and warrants (the "Warrants")
in a private placement transaction.  The aggregate principal amount of the Notes
(which were retired in full in November 1997) was $871,095. The Warrants provide
their  holders  with the right to  acquire  the  number of common  shares of the
Company having a value equal to the principal amount of the Notes, as determined
by a formula  which  takes  into  consideration  the price at which the  Company
issues its securities and the timing of those issuances. Currently, the Warrants
entitle their holders to purchase approximately 1,161,016 shares of common stock
at a current exercise price of approximately $.75 per share.

         FondElec Group,  Inc. and certain of its affiliates  ("FondElec")  were
the principal investors in the Notes and Warrants. FondElec is engaged primarily
in acquiring,  owning and operating (through various investment funds) interests
in Latin,  Central and South American privatized  utilities.  In connection with
FondElec's investment in the Notes and Warrants, the Company and FondElec formed
LatinCom,  Inc., a Delaware  joint  venture  corporation  ("LatinCom"),  for the
purpose of obtaining wireless  telecommunication  network rights in Peru, Brazil
and Mexico. See "Certain Relationships and Related Transactions," below.
<PAGE>

         Petrolera  Transaction.  Effective August 1, 1997, the Company executed
an agreement with Petrolera Argentina San Jorge S.A., an Argentinean corporation
(together  with its  affiliates,  "Petrolera"),  to sell  800,305  shares of the
Company's  authorized  but  unissued  Common  Stock  and  526,331  shares of its
authorized  but  unissued  Series  "A"  Preferred  Stock  for $10  million  (the
"Petrolera  Transaction").  The Petrolera  Transaction  was funded on August 30,
1997. As of that date, the Common Stock and Series A Preferred  Stock  Petrolera
acquired represented, in the aggregate,  approximately 18% of the voting control
of the Company on a common share equivalent  basis.  Petrolera also acquired the
right to purchase,  for a nominal purchase price, shares of the Company's Common
Stock and Series "A"  Preferred  Stock  sufficient  to maintain  its  percentage
interest  in the voting  control  of the  Company if the  Company  entered  into
transactions for the sale of its securities with certain specified parties on or
before  November  1,  1997.  As a result  of the  Company's  acquisition  of its
interest in Caracas Viva Vision TV, S.A. (See "Market Country Networks") and the
FondElec  Transaction  (as described  below),  Petrolera  acquired an additional
699,695  shares of Common Stock and 83,378 shares of Series "A" Preferred  Stock
for a total purchase  price of $7,831 in order to maintain its effective  voting
percentage in the Company.

         In connection with the Petrolera  Transaction,  the Company and certain
of its shareholders  entered into a voting agreement to elect persons designated
by  Petrolera  as members of the Board of  Directors  of the  Company  until the
earlier of August 1, 2000,  or  immediately  preceding  the  closing of a public
offering by the Company which results in net proceeds to the Company of at least
$15 million and a market  capitalization  of at least $50 million (a  "Qualified
Offering").  Under the voting  agreements,  Petrolera  can  designate 20% of the
board  so  long  as it  holds  10% or  more of the  Company  on a  common  share
equivalent basis and 10% of the board if Petrolera's  ownership falls below 10%.
Currently,  the  Petrolera  designees  to the  board of  directors  are  Messrs.
Fucaraccio and Schiller. See "Management."

         In connection with the Petrolera Transaction, the Company and Petrolera
formed WCI de Argentina,  S.A., an Argentinean  corporation,  for the purpose of
pursuing certain  wireless  telecommunication  network rights in Argentina.  See
"Market  Country  Networks  -  Argentina,"  below.  Wireless  Communications  de
Argentina,  S.A. is held 80% by the Company and 20% by  Petrolera.  See "Certain
Relationships and Related Transactions."

         FondElec  Transaction.  Effective November 1, 1997, the Company entered
into an agreement with FondElec  Essential Services Fund, L.P. and Pegasus Fund,
L.P.,  affiliates of FondElec,  to sell an aggregate of 1,487,067  shares of the
Company's  authorized  but  unissued  Common  Stock  and  250,049  shares of the
Company's  authorized  but  unissued  Series  "A"  Preferred  stock  for a total
purchase price of $5,248,795  (the "FondElec  Transaction").  The purchase price
for the shares was funded in November 1997 and February 1998. As a result of the
transaction,  FondElec and its affiliates currently hold an aggregate (exclusive
of the Warrants they acquired in connection  with their purchase of the Notes to
purchase an additional 615,837 common shares) of approximately 18% of the voting
control of the Company on a common share equivalent basis.
<PAGE>

         In connection with the FondElec Transaction, the Company and certain of
its shareholders  entered into a voting agreement to elect persons designated by
FondElec to the Board of Directors of the Company  until the earlier of November
1, 2000 or immediately preceding the closing of a Qualified Offering.  Under the
voting  agreement,  FondElec can  designate 20% of the board so long as it holds
10% or more of the  Company on a common  share  equivalent  basis and 10% of the
board if its ownership falls below 10%. See "Certain  Relationships  and Related
Transactions."  Currently,  the  FondElec  designees  on the board  are  Messrs.
Accosta-Rua and Sorenson. See "Management."

Wireless Telecommunications Networks

         Telecommunications   Services.   The  Company   anticipates   that  its
telecommunications  services will initially  consist of services  related to the
transmission  and  reception of high speed data and Internet  access.  Companies
which provide telecommunications services on such a basis are generally referred
to as "competitive local exchange carriers," or "CLECs." The Company may also in
the future offer local and long distance  telephone  services and  multi-channel
television   programming.   The  Company  may  also  provide  related  ancillary
telecommunications   services,    including   facsimile   transmission,    video
conferencing,   virtual  work   groups,   application   and   document   sharing
capabilities,  voice mail, e-mail and conference bridges. The Company intends to
acquire the rights to use, provide or access those  telecommunications  services
through   acquisition,   joint  venturing,   partnering  or  other   contractual
arrangements  and then use its wireless point to multi-point  telecommunications
networks  as  a  "pipeline"  to  deliver  those  services  to  subscribers.  See
"Profitability   Milestones  and  Operating   Concerns   Dependence  on  Content
Providers."

         The Company's high speed data telecommunications  services will include
services  relating to providing  access or  connection to the Internet and other
data collection or service arrays. The Internet, which is a network of thousands
of interconnected,  separately  administered public and commercial networks, has
grown  dramatically  over the past few years.  The number of worldwide  Internet
users was estimated to be  approximately  46 million in 1997, and is expected to
grow to  approximately  152 million by the year 2000. The Company  believes that
the growth in the number of users will result in  substantial  increases in both
Internet advertising (which  International Data Corporation  estimates will grow
from $181  million in 1996 to  approximately  $2.9 billion in the year 2000) and
Internet commerce (which International Data Corporation estimates will grow from
approximately  $318  million in 1995 to $95 billion in the year 2000).  Further,
increased  Internet usage, as well as the  availability of powerful new software
programs and hardware for the development and distribution of Internet  content,
have  resulted  in  a  proliferation  of  Internet-based   services,   including
advertising,  on-line magazines,  specialized news feeds,  interactive games and
educational and entertainment applications.

         The use of the  Internet  and  related  data  arrays  as a  medium  for
communication,  education,  entertainment  and  commerce  has been  hampered  by
problems  with its  performance  and  reliability.  The  Internet's  performance
limitations  primarily stem from its basic architecture,  which was not designed
for the distribution of data-intensive  multi-media  content.  This architecture
has  resulted  in a number of  bottlenecks  in the  delivery  system,  including
bottlenecks  relating to acquiring access to copper-based cable networks and the
slower than optimal transmission speed for data over those systems.
<PAGE>

         The  Company  may  also  provide  voice  based   telecommunications
services over its networks.  If it does so, the Company  anticipates  that those
services  would  primarily  consist of local and long distance  voice  services.
Presently,  those services are generally provided by local exchange services and
long distance  carriers.  Local exchange services typically involve the carriage
of  telecommunications  within defined local calling areas and provide access to
other  local  exchanges  and long  distance  carriers.  Long  distance  services
typically  involve the carriage of  telecommunications  between  local  exchange
services.

         In emerging growth  countries such as the Market  Countries,  telephony
services have  primarily been provided over networks of copper wire. The Company
estimates  that  the  telephony  market  penetration  rate in Latin  America  is
currently  less than 10%. These systems are expensive and difficult to build and
maintain,  and  generally  allow data to be  transmitted  at  relatively  slower
speeds. In addition,  unlike in the United States, where numerous local and long
distance  telephone  carriers  compete  with  one  another,  telephony  services
competition in the Market Countries has historically  been limited.  The Company
believes that the regulatory agencies governing telephony services in the Market
Countries have recognized the value of competition in the telephony industry and
that  those  governmental  agencies  will take  steps to  modify  or lessen  the
regulatory  controls  currently  favoring limited  telephony  competition in the
Market Countries.

         In a number of the Market Countries the Company's network rights do not
include the right to provide telephony services. The Company believes,  however,
that, as  competition  for those services  increases in those Market  Countries,
changes in the regulatory  environment will prompt  governmental  authorities to
grant  telephony  rights  to  wireless  communications   networks.  The  Company
anticipates that it will pursue telephony services authorizations in each Market
Country where it does not currently hold such rights. There can be no assurance,
however,  that the  Company  will pursue  such  rights,  that it will be able to
secure the right to provide telephony  services in any Market Countries in which
it does not  currently  have the right to  provide  such  services,  or that the
Company  will  pursue  the  development  of any  telephony  rights it has or may
acquire.

         The Company may also provide  multi-channel  video  services in some or
all of the Market  Countries.  If it does so, the Company  anticipates  that its
video services would primarily consist of multi-channel  prepackaged  television
programming  services  provided by  third-party  suppliers  and  packagers.  The
Company  anticipates that its contracts with these  programming  suppliers would
include  both master  agreements,  under which the  Company  would use  specific
programming in most or all of its markets, and region specific contracts,  under
which the Company would use programming in regional or country specific markets.
The Company  believes that there is currently an adequate and growing  supply of
such  programming in its Latin and Central American Market  Countries.  Further,
although  multi-channel  television  operations in New Zealand have historically
been hampered by the lack of  satellite-provided  television  programming in the
Southern  Pacific rim area, the Company  believes that, with the recent increase
in the number of satellites  covering the New  Zealand/Australia  area, it would
not have any material difficulties in obtaining adequate television  programming
for its New Zealand market.
<PAGE>

         Wireless Telecommunications  Networks. The Company's telecommunications
services  will  be  carried  over  the  Company's   wireless   networks.   These
communications  networks will use microwave radio  frequencies that are licensed
by governmental  agencies in each market.  The microwave signals are transmitted
over the air from a Company  owned or leased  transmission  facility (a "central
node") to a transceiver at each subscriber's location,  eliminating the need for
the networks of cable and amplifiers  used by  traditional  copper wire or fiber
optic based ("hardwire") network operators.  Wireless networks typically deliver
the same types of  services  offered by  hardwire  systems,  including  Internet
access,  long  distance and local  telephony  services,  data  transmission  and
reception and multi-channel  television services.  Wireless networks can also be
used to connect  related  subscribers  (such as all of the banks in a particular
banking system) to the same database or services ("intranet data services").

         To a subscriber, a wireless communications network operates in the same
manner as a traditional hardwire system. At the subscriber's location, microwave
signals are received by a transceiver and are passed to a subscriber  processing
device  located near the  subscriber's  television  set,  computer or telephone.
Because  wireless  signals  are  transmitted  over the air rather  than  through
underground or above-ground cable arrays,  wireless systems are less susceptible
to outages and are less expensive to operate and maintain than hardwire systems.
In contrast to traditional  hardwire systems,  most service problems experienced
by wireless  communications network subscribers are  subscriber-specific  rather
than neighborhood-wide problems.

         Engineering  and  construction  of a  wireless  communications  network
typically  can  be  completed  in 120 to 180  days,  whereas  construction  of a
traditional  hardwire  television,  telephone or data  network  with  comparable
coverage areas may take years. The radio  frequencies used in wireless  networks
are  typically in the 2.3, 18, 28 and/or 40 GHz  frequency  bands,  depending on
local frequency licensing standards and practices. The 18 GHz frequency range is
typically  used  by  satellite  cable  operators  for   point-to-point   service
transmission  between  geographically  separate  properties and to eliminate the
requirement to build a complete  satellite  signal  reception  facility for each
property. Channels in the 40 GHz range are now being used in parts of Europe and
are  generally  considered  to be an  alternative  to 28 GHz systems,  which are
typically  used in the United States and Latin  America.  At present,  equipment
costs for 40 GHz  systems  are  marginally  higher than those for other types of
systems.  The Company's  network rights in New Zealand consist of 2.3 GHz and 40
GHz channels. The Company's network rights in Latin America generally consist of
28 GHz rights. The Company may also use frequency bands between the 10 to 25 GHz
range and fiber optic / coaxial cable  systems in some  instances to provide its
services.

         The transmission of wireless signals in the frequencies proposed by the
Company  requires  a  clear  "line-of-sight"  between  the  transmitter  and the
transceiver.  Buildings,  dense  foliage  and hilly  terrain  can  cause  signal
interference   which  can  diminish  or  block  signals.   These   line-of-sight
constraints  can  be  ameliorated  by  using  engineering   techniques  such  as
pre-amplifiers,   beam  benders  and  signal  repeaters,  but  these  techniques
generally increase the cost of delivering programming to subscribers.
<PAGE>

         Wireless  communications  networks  use high gain  transceivers  at the
subscriber  end,  so  reflection  and  multi-path   interference  are  generally
minimized,  and  picture and data  quality  typically  exceeds  that of hardwire
network providers. Further, wireless communications networks typically broadcast
their  programming at wavelengths  that are long in  relationship to the size of
raindrops, hail or snow, but short in comparison to interference normally caused
by electrical utility currents and motors. As a result, if a network is designed
properly,  transmissions over the network are usually not affected by weather or
electrical interference.  Also, in traditional hardwire networks the programming
signal  declines in strength as it travels  along the copper wire or fiber optic
cable  and must be  boosted  by trunk  and  feeder  amplifiers.  Each  amplifier
introduces some distortion into the signal. By contrast, wireless communications
networks  use only two  principal  pieces  of  equipment,  a  transmitter  and a
transceiver.

         Another of the primary advantages of a wireless  communications network
is its ability to transmit  wireless data  communications  at much higher speeds
than is normally possible through copper wire systems. Typically, dial-up modems
offer a peak transmission speed of approximately 56 kilobits per second ("Kbps")
over existing  telephone  lines.  Integrated  Services  Digital Network ("ISDN")
technology  allows  peak data  transmission  speeds  of 128 Kbps over  specially
conditioned  telephone  lines,  but is not widely  deployed  because of its high
cost.  Hewlett  Packard has estimated that an  asymmetrical 28 GHz network could
optimally  operate at 10 megabits per second  ("Mbps")  downstream and 1.54 Mbps
upstream. The significance of the transfer speed can be seen in the chart below,
which shows the downloading  time for a 5 megabyte file at various  transmission
speeds:


Data Communications Speed                                         Transfer Time
-------------------------                                         -------------
28.8 Kbps (U.S. Standard)                                         23 minutes
56 Kbps (typical peak telephone line speed)                       12 minutes
128 Kbps (ISDN peak speed)                                        5 minutes
1.54 Mbps (assumed optimal wireless upstream speed)               26 seconds
10 Mbps (assumed optimal wireless downstream speed)               4 seconds

         In  addition,  due  to the  extraordinary  bandwidth  of the  Company's
typical  wireless  networks,  it has the ability to provide two-way  capability.
This capability would, among other things,  allow customers who see a commercial
that lists an Internet address on a television program they are watching to push
a button on their remote control to  automatically  switch  ("hyperlink") to the
web page for that Internet address.

Demand for The Company's Services

         The   Market   Countries   are   generally   hindered   by   inadequate
telecommunications  services,  in  large  part  because  of the  state  of their
services  infrastructure and the fact that those services cannot, in the opinion
of  the   Company,   meet  the   requirement   of  an  ever   expanding   global
telecommunications demand. The Company believes that (i) businesses,  households
and governments desire to participate in those types of services, but are unable
to do so because of that inadequate infrastructure,  and (ii) governments desire
to improve  competitiveness  which will  allow them to better  participate  in a
global economy. The Company believes that its wireless  communications  networks
will  provide  an  immediate  and  cost  effective   manner  of  delivering  and
disseminating  information  from several  points to a number of subscribers in a
manner  which  is  not  available  in  the  Market  Countries  through  existing
telecommunications infrastructures.
<PAGE>

         Data Services. The Company's current business focus will be to act as a
provider of data services. The Company believes that, as in developed countries,
demand  for data  services  in  emerging  growth  countries  such as the  Market
Countries will significantly  increase over the next few years. The Internet has
recently  emerged as a global  communications  medium which enables  millions of
people to share information and conduct business electronically.  The use of the
Internet and related  interconnected data networks has grown  dramatically.  The
number of  worldwide  Internet  users is expected to grow from an  estimated  46
million in 1997 to 152 million by the year 2000. The Company believes the use of
such worldwide data links will continue to be stimulated by a number of factors,
including the emergence of a true  worldwide  data services web, the  increasing
sophistication of hardware and software directed toward those services,  and the
availability  of low-cost,  flat rate pricing for access to the data systems and
on-line peripheral services.

         The use of data  networks is limited by a number of factors,  including
the  speed  at  which  the  data  is   transmitted   to  the  end  user  by  the
telecommunications  service provider.  In early 1997,  dial-up modems offering a
peak data  transmission  speed of 56 kbps were  introduced for use with Internet
service providers over existing hardwire telephone networks.  Microwave systems,
such as the  systems  the  Company  plans  to  employ  as part of its  networks,
currently can provide transmission speeds in excess of 10 Mbps downstream.

         Voice and Video  Services.  The Company may also provide  telephony and
multi-channel video services using its networks. The Company believes there is a
substantial and increasing demand for these services in the Market Countries.

         Although the Company's  network rights in some of the Market  Countries
do not include the right to provide  telephony  services,  the Company  believes
that, as competition for telephony  services  increases and is promoted in those
Market Countries,  changes in the regulatory  environment may allow governmental
authorities in those Market Countries to grant rights to wireless communications
network  operators to provide those services.  The Company  anticipates  that it
will pursue telephony  services  authorizations  in each of the Market Countries
where it does not  currently  hold those  rights.  There can be no assurance the
Company  will  pursue such  rights,  that it will be able to secure the right to
provide telephony  services in any Market Country in which it does not currently
have the right to provide  such  services  or that the  Company  will pursue the
development of any telephony services it has or may acquire.

         Company Strengths

         The Company believes it has several business,  management and marketing
strengths  that will  differentiate  it from its  competitors.  These  strengths
include the following:

         Attractive  Market  Demographics.  Each  of the  Market  Countries  has
demographic and other  characteristics the Company believes are favorable to the
ownership and operation of wireless  telecommunications  networks  offering high
speed  data,  voice and  multi-channel  video  programming  services,  including
limited  affordable or reliable data and voice and video services  alternatives,
moderate-to-medium income per capita, high television, voice and data demand and
low data and wireless voice and video services penetration rates.
<PAGE>

         Limited  Market  Competition.  The Company  believes there is currently
limited  competition within the Market Countries that has the ability to provide
similar  data  services at prices that will be  competitive  with the  Company's
anticipated pricing structures.  The lack of competition in the Market Countries
results,  in part,  from the fact  that such  services  have  historically  been
provided by regional or local monopolies that typically use copper wire or fiber
optic  networks.   These  hardwire  networks  are  difficult  and  expensive  to
build-out, expand and maintain,  particularly in emerging growth nations such as
the Market  Countries,  where  underground  utilities are frequently not marked.
Further, these networks typically create "last mile bottlenecks" which result in
data routing or security problems.  For example, the Internet frequently becomes
overloaded  when  transmitting  the same  data  streams  from  popular  web site
services to millions of individual users. In addition,  dial-up users frequently
encounter  busy signals when  attempting  to connect to their  Internet  service
providers  over hardwire  systems and are unable to access  quality  multi-media
content easily because of the slow speed of their modems.

         Although  the Company may use fiber  and/or  coaxial  based  systems to
provide  its  services,   it  will  primarily  rely  on  high  speed   microwave
transmission  networks. The Company believes that, because it will be one of the
first service providers in many of the Market Countries to provide competitively
priced comprehensive communications service packages that are reliable, fast and
secure,  the Company will be able to build a significant  subscriber base with a
minimal subscriber turnover.

         Broadband Network Rights. The Company holds or has the right to acquire
28 GHz or 40 GHz  wireless  telecommunications  rights  in the  majority  of the
Market  Countries.  Due to the broadband nature of the Company's  typical 28 GHz
and 40 GHz technology platforms, the Company believes it will be able to provide
numerous  telecommunications  services to its potential  subscribers,  including
high  speed data  capabilities,  voice  services  and  multi-channel  television
services.

         Low Cost Structure. The nature of the Company's wireless communications
technology  permits  the  buildout  of  markets  in a more  efficient  and  cost
effective  manner  than  is  possible  using  traditional  hardwire  systems.  A
traditional  hardwire  system  requires the  construction of a network of copper
wires from a central facility to each subscriber  location,  often through areas
where no viable  subscriber  base exists.  In contrast,  wireless  communication
networks  can  broadcast  directly  to  subscriber  locations  or to a  cellular
rebroadcast  facility  that  broadcasts  to  the  subscriber   locations.   This
translates  into a lower  incremental  cost of adding  subscribers  to  wireless
networks in comparison to traditional communications systems.

         Strong Local  Partners.  The Company has selected local partners within
each of the Market  Countries to assist it in its business  operations  in those
markets. The Company generally selects financially strong local partners who the
Company  believes are both  influential and respected within their countries and
who will work closely with the Company's senior management.  Local partners play
an active role in securing  network  rights and obtaining  necessary  regulatory
approvals, assisting in arranging,  identifying and evaluating opportunities for
the Company's  telecommunications business, and providing local advocacy for the
Company's business operations.
<PAGE>

Company Strategies

         The  Company's  initial  business  objective is to become a significant
provider of high quality, low cost, data telecommunications services in targeted
emerging growth  countries.  The Company may also provide telephony and/or video
services.  The Company believes that a provider of  telecommunications  services
can  successfully  compete in the marketplace  only where it provides  reliable,
relatively  fast  and  secure  services  to  potential   customers  at  a  price
competitive  with other  comparable  services.  The Company also  believes  that
superior  customer service can secure a stable  subscriber base,  facilitate the
acquisition of market share from existing competitors,  and inhibit market share
acquisition by new competitors entering the Company's markets.

         The Company will employ the  following  business  strategies to achieve
its business objective:

         Focus on  Developing  Markets.  The  Company's  strategy is to acquire,
develop  and operate  telecommunications  networks  in  under-served  developing
countries  where  management  believes  there is a high and  growing  demand for
voice, data and video services. The Company believes such markets typically have
less competition from alternate delivery systems and entertainment  formats, and
that a wireless  communications  network provides the most economical  method of
providing  telecommunications  services to  potential  subscribers.  The Company
believes  that,  because it will be one of the first such  service  providers in
many of its markets to provide  competitively priced services,  the Company will
be  able to  secure  a  significant  subscriber  base  with  minimal  subscriber
turnover.

         Preliminary  Focus on Data Services.  The Company  intends to focus its
initial  development  activities on the launch of its high speed data  services.
The Company's focus on that market segment is based primarily on its belief that
those services can be implemented in a more cost effective  manner than wireless
voice or multi-channel  television services.  The Company also believes that the
subscriber base for wireless data services is, in general, more affluent, stable
and willing to pay all or a substantial  part of the  installation and equipment
costs of those  services.  As a result,  the  Company  believes  that,  by first
emphasizing   the  wireless  data  services   available   through  its  wireless
communications  networks,  it will be able more quickly to achieve positive cash
flow.  Positive cash flow would  facilitate  any  development  and launch of the
Company's wireless voice and multi-channel television services.

         Use of Low Cost Wireless  Communications  Networks. The Company intends
to provide its telecommunications  services through its own fixed local wireless
point to point and point to  multi-point  broadband  microwave  networks.  These
networks  will  consist   primarily  of  28  GHz  and  40  GHz  fixed   wireless
telecommunications  systems.  Wireless point to multi-point  broadband  networks
have  several  advantages  over  traditional  copper  wire  systems,   including
relatively low basic system build out and incremental subscriber addition costs,
speed to market and high bandwidth  capacity and flexibility.  As a result,  the
Company  expects  to  enjoy a lower  network  cost  structure  than  competitive
hardwire  systems.  The  Company  anticipates  that the  majority of its capital
expenditures will consist of expenditures for chip-based  electronic  equipment,
which the Company  believes will decline in cost through time as the Company and
the industry  achieve  economies of scale.  The Company also  believes  that its
lower cost structure will allow it to economically  access smaller buildings and
more customers than fiber optic-based systems and, in general,  enjoy more price
flexibility  than  hardwire  systems.  Further,  because of the  flexibility  of
wireless  communications  networks, the Company anticipates that it will able to
minimize the deployment of network equipment not associated with revenues, since
a  significant  portion  of its  planned  capital  expenditures  will be for the
purchase of  subscriber  premises  equipment and switch  electronics  (which are
generally  deployed  only  when  subscribers  are  acquired),  and  because  the
Company's systems will not need to cover an entire market before the Company can
initiate service in that market.
<PAGE>

         Maximize Subscriber Penetration. In order to achieve positive cash flow
as soon as possible, the Company plans initially to offer services in markets in
which it believes there is the most potential to generate significant subscriber
growth.  These markets include the major metropolitan areas within the Company's
Market  Countries,  where  the  market  areas  have  denser  populations  with a
potentially  greater  demand  and use of  telecommunications  services  and more
disposable  income.  The Company  intends to  construct  and launch its wireless
communications  systems as soon as is possible and achieve rapid  penetration in
its   Target   Market   areas  by  being   one  of  the   first   providers   of
telecommunications services at a reasonable price.

         Offer Attractive  Services  Packages.  The Company will initially focus
its  business  operations  on the  delivery  of high  speed  data and will offer
services associated with data transmission such as Internet and intranet access,
high speed data  connectivity  and e-mail.  The Company  anticipates that it may
eventually  also  offer a wide  variety  of other  telecommunications  services,
including   local  and  long  distance   telephone,   video   conferencing   and
multi-channel  television  programming  services on its wireless  networks.  The
Company  anticipates that it will allow subscribers to combine into packages the
services they want,  rather than offering only bundled  packages  designed for a
"typical"  customer.  The Company  believes  this flexible  sales  strategy will
reduce  switching  barriers for  potential  subscribers  who may be reluctant to
switch  all of their  telecommunications  services  and  vendors  at once or for
subscribers with existing contracts with other service providers.

         End User Focus.  The Company intends to offer services  directly to end
users,  rather than positioning  itself as a wholesale network service provider.
By deriving  the  majority of its  revenues  from  providing  telecommunications
services  directly to end user customers,  the Company  believes it will quickly
establish a  sustainable  and broad  customer  base.  The Company  believes this
strategy  will  minimize  the risk of  generating  substantial  revenues  from a
limited number of sources,  and that it will maximize revenues and profitability
by accessing the higher priced retail market.

         Utilize and Support Local  Management.  The Company  intends to rely on
local country  managers to develop  existing  networks and identify new wireless
communications  opportunities  within its local markets. The Company anticipates
that its market  managers  will be natives of the local  markets,  and that they
typically  will have  significant  managerial  and  operating  experience in the
telecommunications  industry.  They will be supported by the Company's corporate
operations  staff,  which will be  located  in  Southern  Florida.  The  Company
believes  the  use  of  local  country  managers,  supported  by  the  Company's
experienced corporate staff, will allow it to respond rapidly and effectively to
operational matters,  develop and maintain effective working  relationships with
local partners and capitalize on wireless telecommunications opportunities.
<PAGE>

         Capitalize on Technological Capabilities. The Company intends to invest
in networks that have broad bandwidth capabilities. Each of the Company's 28 GHz
and 40 GHz networks  provides more bandwidth for a single user than the combined
bandwidths of AM and FM radio, VHF and UHF television, specialized mobile radio,
cellular   telephone,   personal   communications   systems,   and   an   entire
Geosynchronous  Satellite C-band. The Company believes that the relatively broad
band  nature  of  the  Company's  networks  will  allow  it  to  offer  multiple
telecommunications  services  over the same  network and  establish  itself as a
single-source  provider  of  telecommunications  services  which  is known as an
Integrated Communications Processor ("ICP").

         Strategic  Alliances.  The Company has entered into strategic alliances
with a number of companies and entities already active in the Latin American and
South American  communications markets. One of its principal strategic alliances
is with FondElec which, together with its limited partners, has made investments
of in excess of $630 million in South  American  and Latin  American  countries.
FondElec is one of the Company's  shareholders  and,  together with the Company,
has formed LatinCom. Another of the Company's alliances is with Petrolera which,
together  with its  affiliates,  is  engaged  in the oil and gas  industries  in
Argentina.  Petrolera  is one  of  the  Company's  principal  shareholders  and,
together with the Company, has formed Wireless Communications de Argentina, S.A.
for the purpose of pursuing network rights in Argentina. See "Description of the
Company's Business Company  Background," and "Certain  Relationships and Related
Transactions."

         Pursue  Strategic   Acquisitions  of  Subscriber  Bases  and  Ancillary
Services.  In  addition  to  developing  its own  subscriber  base  through  the
promotion of its  telecommunications  services, the Company intends to engage in
selective acquisitions of existing  telecommunications  subscriber bases, in the
form of the acquisition of Internet service  providers and,  potentially,  local
and long  distance  telephone  companies  or existing  multi-channel  television
operations.  The Company believes such strategic  acquisitions could provide the
Company with  additional  positive cash flow,  provide the Company with benefits
resulting  from  the  vertical  integration  of  key  service  providers  in the
telecommunications  industry  and, in cases where the  acquired  company  relies
primarily  on hardwire  networks to provide its  services,  provide the acquired
company with a viable method of increasing its existing  subscriber base through
the  promotion  of  the  Company's  wireless  telecommunications   networks.  By
vertically integrating a number of components of the telecommunications industry
under one corporate umbrella, the Company may also be able to market itself as a
"one-stop"  telecommunications  service  provider  ICP. The Company has recently
begun  negotiations  with a number of companies  that have  existing  subscriber
bases and which  currently  provide  telecommunications  services  over hardwire
systems,  such as Internet service  providers and, on January 14, 1998 and March
3, 1998,  entered into Memoranda of Understanding  for the acquisition of an 80%
and 100% interest in, respectively,  Internet service providers in Guatemala and
Venezuela. See Note 13 to the Consolidated Financial Statements. There can be no
assurance  the Company will acquire  those  providers or that it will be able to
enter into  relationships  or  alliances  with any such parties (or others) upon
terms and conditions that are acceptable to the Company.
<PAGE>

Company Markets

         The table  below  provides  summary  information  regarding  the Market
Countries.  Unless  otherwise noted, the information is based on assumptions and
estimates the Company  believes to be reasonable,  but there can be no guarantee
the Company's  estimates are accurate.  Also,  unless otherwise  indicated,  the
information presented is as of December 31, 1997:



<PAGE>
<TABLE>
<CAPTION>

                                                                1997
                                                                Country/          Projected 2005
                                              Company           Target Market     Country/
   Market Country/          System            Market            Population(1)     Target Market
   Target Market            Technology        Percentage                          Population(2)

<S>                        <C>                <C>                 <C>                 <C>      
   Costa Rica                                                     3,500,000           4,000,000
      San Jose              28 GHz(3)          100.0%             1,529,000           1,743,000

   Guatemala                                                     11,700,000          13,640,000
      Guatemala City        28 GHz             70.0%              1,350,000           1,574,000

   Panama                                                         2,700,000           3,100,000
      Panama City           28 GHz             90.0%                820,000             941,360

   Venezuela(4)                                                  22,500,000          26,350,000
      Caracas               28 GHz            78.14%(5)           3,500,000           4,300,000

      Maracaibo             28 GHz            78.14%(5)           1,400,000           1,750,000
      Valencia              28 GHz            78.14%(5)           1,300,000           1,600,000
      Maracay               28 GHz            78.14%(5)             877,000           1,074,000
      Barquisimeto          28 GHz            78.14%(5)             876,000           1,073,000
      San Cristobal/        28 GHz            78.14%(5)             895,000           1,096,375
      Puerto Ordaz

   New Zealand                                                    3,600,000           3,800,000
      Auckland              40 GHz(6)          94.9%                845,000             892,000
                            and 2.5 GHz(7)

      Wellington/Petone     40 GHz and         94.9%                251,000             265,000
                            2.5 GHz

      Christchurch          40 GHz and         94.9%                241,000             254,000
                            2.5 GHz

   Argentina                                                     35,800,000          37,250,000
      Parana/Santa Fe       Value added(8)    80.0%               1,000,000           1,230,000
      Neuquen               Value added       80.0%                 265,000             326,000
      Cordova               Value added       80.0%               1,200,000           1,500,000
</TABLE>
---------------------------
(1)      1997 TV International Sourcebook, MTA-EMCI
(2)      1997 TV International Sourcebook, MTA-EMCI
(3)      "28 GHz"  means  local  multipoint  data,  voice  or video  programming
         distribution   service,  a  transmission   service  licensed  by  local
         authorities  typically  using the  frequencies of 26 GHz through 31 GHz
         and rendered on microwave frequencies from a fixed transmitter location
         simultaneously to multiple receiving facilities or in connection with a
         low-earth orbiting satellite distribution system.
(4)      A  wholly-owned  subsidiary  of  the  Company's  operating  company  in
         Venezuela has also been granted a "value added" license to provide data
         services throughout Venezuela.  The subsidiary of the operating company
         has filed an  application  with the  Venezuelan  government  to provide
         these services using the 28 GHz network rights.
(5)      Exclusive of the Company's 8.46% interest in Communicaciones Centurion,
         S.A.  See  "Description  of the  Company's  Business  - Market  Country
         Networks."
(6)      "40 GHz" means  multipoint  video  distribution,  data,  voice or video
         programming   service,   a  transmission   service  licensed  by  local
         authorities  typically  using the  frequencies of 37.5 GHz through 42.5
         GHz and  rendered on  microwave  frequencies  from a fixed  transmitter
         local simultaneously to multiple receiving facilities.
(7)      "2.5  GHz"  means   multi-channel   multipoint  data,  voice  or  video
         programming  distribution  service, a transmission  service licensed by
         local  authorities  typically  using the frequencies of 2.3 GHz through
         2.7 GHz and rendered on microwave  frequencies from a fixed transmitter
         local simultaneously to multiple receiving facilities.
(8)      The Company has received a "value  added"  license in  Argentina  under
         which it was granted the nationwide right to provide telecommunications
         services.  The  Company  has  applied  for  licenses  to provide  those
         services  in the  Argentinean  Target  Markets in the 25 GHz  frequency
         range.

Market Country Networks

         The following  information  summarizes the Company's  network rights in
each of the Market Countries.  As used in this section and the other sections of
this report  describing the Company's  business  operations,  the term "Company"
refers to Wireless  Cable &  Communications,  Inc.  and its direct and  indirect
subsidiaries.  The Company's  interest in its network rights and the scope,  use
and  duration  of the  network  rights  are  subject to  numerous  restrictions,
qualifications  and  contingencies,  some of which are set forth in the  section
below entitled "Profitability Milestones and Operating Concerns."

         Venezuela

         Background.  The  Company  holds an interest  in an  operating  network
located in Venezuela. The network provides subscription multi-channel television
programming  services to approximately 900 subscribers in the Caracas-Los Teques
market  area.  The  Company's  investment  in  Venezuela  was  motivated  by  an
opportunity to acquire  nationwide  network  rights for  Venezuela.  The Company
believes Venezuela possesses several desirable market characteristics, including
a stable political  climate,  stable  population growth with moderate per capita
gross national product and improving economic conditions.

         Venezuela has a population of approximately 22.5 million. The Company's
initial  Target  Market  in  Venezuela,  the  Caracas-Los  Teques  area,  has  a
population  of  approximately  3.5 million.  The Company  believes that the high
population  density and the installation  difficulties  encountered by competing
hardwire  networks in the  Venezuelan  market are  conducive  to rapid  wireless
communications system penetration,  and that adequate funding for its Venezuelan
system will produce  rapid  expansion of the  Company's  subscriber  base in the
market.
<PAGE>

         Ownership  and  Management  Structure.  As is  typical  in  the  Market
Countries, the Venezuelan government has imposed limitations on the ownership by
foreign  nationals of interests in entities that have been granted the rights to
Venezuela's  telecommunications  networks.  In order to provide the Company with
sufficient  management  control  over a  network  in  such  cases,  the  Company
typically employs a "two-tier"  ownership structure.  Under this structure,  the
Company  attempts  to acquire the maximum  ownership  percentage  it can acquire
under  local law  (usually,  a minority  position)  in the entity that holds the
government  network  concession (the "network right holder"),  and a controlling
interest in a separate  entity that is formed for the  purpose of  operating  or
exploiting the network  rights held by the network right holder (the  "operating
company").  The network right holder for the 28 GHz frequencies for the Republic
of Venezuela is  Communicaciones  Centurion,  S.A.  ("Centurion").  Caracas Viva
Vision TV,  S.A.  ("CVV")  and its  wholly-owned  subsidiary  are the  operating
companies that hold the rights to exploit those network rights.

         In  November  1997,  the  Company  completed  the  purchase of a 78.14%
interest in CVV. The Company paid a total of  $1,200,000  in cash and  delivered
1,577,000  shares  of its  Common  Stock  and  354,825  shares  of its  Series B
Preferred  Shares  for its  interest  in CVV.  Under the terms of the  Company's
agreements with the  shareholders  of CVV,  certain of those  shareholders  also
executed an escrow  agreement,  under which they deposited 266,667 shares of the
Company's  Common Stock and 40,000  shares of the  Company's  Series B Preferred
Stock with an escrow agent in order to provide the Company with security for the
performance of the obligations and veracity of the representations  contained in
the CVV transaction  documents.  The escrow agreement terminates upon the latter
of August 18,  2000,  or the final  disposition  of any claims  relating  to the
escrow agreement by the Company.

         The  Company  has an option to  purchase  the  remaining  approximately
21.86% of CVV at any time before  November 20, 2000.  The exercise price for the
option is $2,000,000.  The Company also has the right to acquire up to an 11.53%
interest (the maximum percentage  available to the Company under current law) in
Centurion,  the network right holder for the nationwide 28 GHz frequency network
concession.  As of March 15,  1998,  the Company  holds  approximately  8.46% of
Centurion.

         Under  the  terms  of  the  Company's  purchase  of its  rights  in the
Venezuelan  network,  CVV and  Centurion  entered  into a series of  management,
marketing and maintenance agreements. These agreements obligate Centurion to use
CVV as its  exclusive  agent  for the sale,  marketing  and  maintenance  of the
telecommunications  services  provided  through  the network  rights  granted to
Centurion,  prohibit  Centurion  from taking any action  which  would  impair or
terminate the network rights,  and require  Centurion to assign operating rights
to CVV for any additional  network rights  Centurion  obtains in Venezuela.  CVV
manages  and  operates  the network on behalf of  Centurion,  and is required to
remit to  Centurion a  percentage  of the  revenues  generated by the network as
reimbursement for Centurion's operating costs and to pay it for the right to use
the frequency  rights.  The balance of the amounts generated through the network
are  retained  by  CVV  as   compensation   for  marketing,   sales,   equipment
installation, and maintenance service payments.
<PAGE>

         Under the terms of the  Company's  purchase of its interest in CVV, the
Company and certain of its shareholders entered into voting agreements to elect
designees of a former CVV  principal  to the Board of  Directors of the Company
until the earlier of August 14, 2000 or immediately preceding the closing by the
Company of a Qualified  Offering.  See  "Profitability  Milestones and Operating
Concerns - Control of Network Operations and Use." Currently,  Messrs.  Williams
and  Lowe  are  the  designated   board  members  under  those   agreements. See
"Management."

         On March 3, 1998, the Company signed a Memorandum of Understanding  for
the  purchase  of a  company  in  Venezuela  providing  Internet  services.  The
agreement  is  subject to due  diligence  review.  See  "Business  Properties  -
Description  of  Company  Business  -  Company  Strengths  -  Pursue  Strategies
Acquisition of Subscriber Bases and Ancillary Services."

         Operating  and  Growth  Strategy.   Centurion  and  CVV  are  currently
providing  wireless  multi-channel  television  services  to  approximately  900
subscribers in the Caracas-Los Teques area. Prior to the Company's investment in
CVV, CVV had only constrained  growth for those services due to limited funding.
The  Company's  immediate  growth  strategy  for the  Venezuelan  network  is to
increase its Caracas-Los  Teques wireless  multi-channel  television  subscriber
base.  The Company also intends to launch  wireless data services  operations in
the Caracas-Los  Teques service area (with the anticipated launch date for those
services  in July 1998) and,  thereafter,  intends to launch  wireless  data and
voice services operations within the other Venezuelan Target Markets. The launch
of the Company's data and voice services will be contingent  upon its receipt of
governmental  approval to provide those services over the networks.  The Company
then intends to launch its  wireless  multi-channel  television  services in the
Venezuelan  Target  Markets other than the  Caracas-Los  Teques market area. The
Company  believes that it will have between 2,000 and 4,000 data subscribers in
the  Caracas-Los  Teques  Target Market by the end of 1999.  See  "Profitability
Milestones  and  Operating  Concerns -  Operating,  Management  and Other Market
Issues."

         Franchises  and  Government  Regulation.   The  Commicion  Nacional  de
Telecomunicaciones  ("CONATEL")  of the  Venezuelan  Ministry of  Transport  and
Communications  granted  Centurion  exclusive  rights to the 28 GHz  frequencies
throughout  the  Republic of Venezuela  in 1993.  The license has a  twelve-year
term,  and expires in April,  2005. The license may be renewed for an additional
twelve-year   term  if  Centurion  has  complied  with  the  conditions  of  the
concession.  These  conditions  include  the  payment  to  CONATEL  of an annual
telecommunications  tax of 1.0% of gross invoicing for subscriber services and a
quarterly  concession  fee of 0.5%  of  gross  invoicing  for  subscriber  video
services and providing three video channels for  governmental or public interest
programming.

         The Company's  Venezuelan network rights currently permit it to provide
only video services. A wholly-owned subsidiary of CVV has also received approval
to provide high speed data  services  throughout  the Republic of Venezuela on a
value  added  basis  and is  currently  awaiting  governmental  approval  to use
Centurion's 28 GHz frequencies for those purposes. See "Profitability Milestones
and Operating Concerns - Network Issues."
<PAGE>

         Guatemala

         Background.  Guatemala has the largest  population  in Central  America
(approximately  11.7  million)  and a growing and  increasingly  stable  economy
characterized by low-to-moderate  household income. The Company's initial Target
Market  in  Guatemala,   Guatemala  City,  has  a  population  of  approximately
1,350,000.  Guatemala  also has a highly  competitive  multi-channel  television
industry with a large number of smaller hardwire cable operators.  Telephone and
data delivery  service in Guatemala is relatively  antiquated,  with significant
delays to customers in providing service,  meeting demand and maintaining system
integrity.

         Ownership and Management Structure. In March, 1997, the Company entered
into  an  agreement  with  VivaVision  de  Guatemala   ("Viva"),   a  Guatemalan
corporation that was the network rights holder for two GHz of spectrum in the 28
GHz frequency  band in  Guatemala.  These rights permit the delivery of wireless
multi-channel television, data and voice services. Under the Company's agreement
with Viva, the Company and Viva agreed to form a new operating company, Wireless
Communications Holdings - Guatemala,  S.A. ("Wireless Guatemala").  In December,
1997,  the parties  formed  Wireless  Guatemala and the Company  acquired 70% of
Wireless Guatemala. Viva acquired the other 30% of Wireless Guatemala.

         Under the Company's  agreements for the Guatemalan network, the Company
acquired  its 70% interest in Wireless  Guatemala in return for a commitment  to
fund 100% of the  expenditures  necessary  to  develop  and  construct  wireless
communication  facilities for the initiation of service operations in Guatemala.
The  Company  anticipates  that it will meet its  funding  commitment  through a
combination of debt and capital contributions, but may also arrange debt through
third parties.  Wireless  Guatemala also has a first right of refusal to acquire
any additional spectrum at the 28.5 to 29.5 GHz band that Viva or its affiliates
acquire for  delivery of  multichannel  television,  data and voice  services in
Guatemala.  See  "Profitability  Milestones and Operating  Concerns - Control of
Network Operations and Use."
<PAGE>

         In  January,   1998,   the  Company   entered  into  a  Memorandum   of
Understanding  regarding the acquisition of 80% of three companies which provide
Internet  services in  Guatemala.  The  transaction  is subject to due diligence
review.  See "Business  and  Properties -  Description  of Company's  Business -
Company  Strengths  - Pursue  Strategic  Acquisitions  of  Subscriber  Bases and
Ancillary Services."

         Operating and Growth Strategy.  The Company intends initially to market
its data services in the Target Market for Guatemala,  Guatemala  City, and then
expand its  marketing to include  wireless  voice and  multi-channel  television
services. The Company began the buildout of a wireless network in Guatemala City
in January 1998 and  anticipates  launching  its data  services  systems in July
1998.    Nevertheless,  the Company  expects that its Guatemala City system will
have between 2,000 and 4,000 data services  subscribers  by the end of 1999. See
"Profitability  Milestones  and Operating  Concerns - Operating,  Management and
Other Market Issues."

         Franchises  and  Governmental  Regulations.  The current  status of the
Company's  network  rights in Guatemala is uncertain.  On January 25, 1996,  the
Ministry  of  Communications,  Transport  and Public  Works for the  Republic of
Guatemala issued Viva a license to utilize the Guatemalan  network.  The license
was applied for and issued under law number 433, which became effective in 1980.
Under the 1980 law,  Viva's  concession was valid for a period of 2 years (until
January 24, 1998),  and was then  renewable,  at the discretion of the Ministry,
for additional  two-year  periods if Viva made an application for renewal within
30 days of the license's termination date. In December, 1997, Viva contacted the
Ministry  regarding  extension of its  concession.  In December 1996,  Guatemala
adopted a new telecommunications law, the General Law of Telecommunication.  The
new law grandfathered in existing  telecommunications  rights,  but only through
their  period  of  validity.  All  concession  holders,  even  those  holding  a
concession  under the old law,  became  subject  to the new law with  respect to
operational aspects on its effective date. Under the new law, an application for
extension  of  concessions   must  be  presented  to  the   Superintendency   of
Telecommunications  between  200 and  120  days  prior  to the  expiration  of a
license.  It is unclear from the actual  language in the new law whether  Viva's
original license was subject to the extension application  provisions in the old
law or those set forth in the new law. Because of the confusion arising from the
inconsistencies  between the old law and the new law, on January 26, 1998,  Viva
applied  for a new license  for a  concession  in the 28 GHz range under the new
law.

         Under the new law, upon receipt of an application for a concession, the
Superintendency  is required to issue a resolution  accepting  or rejecting  the
application  within 3 days and, once having issued its resolution  accepting the
application,  it  is  required  to  publish  the  application  in  the  official
government paper, in a local newspaper and in an international  financial paper.
The  publication  must be  continued  for a  period  of 20 days  and,  upon  the
expiration  of the 20 day period,  parties have 5 days within which to file with
the  Superintendency  a notice of opposition to or interest in the concession in
question.  If the  Superintendency  receives  a notice  of  opposition,  it must
resolve the matter within 10 days. If the opposition is well founded or if there
is an expression of interest in the frequency by other  parties,  the concession
rights become subject to public auction.
<PAGE>

         The Company  believes  the  Superintendency  was  required to accept or
reject Viva's  application for the 28 GHz concession  under the new law within 3
days of the date Viva filed the application,  or no later than January 29, 1998.
The Superintendency,  however, did not accept the application until February 10,
1998. Further, despite repeated requests from the Company and Viva for immediate
publication  of  Viva's  new  application,  the  Superintendency  did not  begin
publication  of the  application  until  March 27,  1998,  two months  after the
Company believes the application should have first been published.

         The  Company  believes  it will be  required  to rely upon  Viva's  new
application  for the network rights under the new law as a basis for its network
rights in Guatemala.  Further,  the Company may be required to  participate in a
public auction of concession  rights in the 28 GHz range if another party timely
files a well founded notice of opposition or interest with the  Superintendency.
There can be no assurance that the Company will be able to successfully  acquire
those  rights  or any other  network  rights in  Guatemala.  See  "Profitability
Milestones and Operating Concerns - Network Issues."

         Costa Rica

         Background.  The Company has interests in non-operating  network rights
in the 28 GHz frequency band in Costa Rica.  Costa Rica has a stable economy and
a political  environment  with  higher than  average  Latin  American  household
incomes.  Costa Rica has a population  of  approximately  3.5 million,  which is
expected to grow to  approximately  4.0 million by the year 2005.  The Company's
Target  Market  in Costa  Rica,  San Jose,  has a  population  of  approximately
1,529,000.

         Ownership and  Management  Structure.  In December,  1997,  the Company
acquired  100%  of  Television   Interactiva,   S.A.  ("TISA"),  a  Costa  Rican
corporation  that is the operating  company for 2 GHz of bandwidth in the 28 GHz
frequency range for Costa Rica. The network right holder of the 28 GHz rights is
Papeles de Curcuma, S.A., a Costa Rican corporation ("PDC"). Under the Company's
agreements with PDC, it has agreed to fund (through loans, equity or third party
arranged  financings) the build out of the Costa Rican network.  The outstanding
stock of PDC is held by Botho  Steinvorth.  Mr.  Steinvorth and the Company have
entered into a pledge  agreement under which he has pledged the shares in PDC as
security for the Company's  performance  of its funding  obligations.  Under the
pledge agreement,  the Company is permitted to take all actions incumbent on the
holders of PDC's  shares,  and to exercise all voting rights with respect to the
shares.

         Under the agreements for the Costa Rican network, TISA has the right to
operate the network on behalf of PDC. Under the agreement,  TISA is obligated to
conduct all  feasibility  studies  for the  network,  do all network  marketing,
acquire and  maintain  all network  equipment  and operate the  network.  PDC is
required  to acquire and  maintain  Costa Rican  broadcast  licenses,  apply for
renewals of those licenses and serve as liaison  between TISA and the government
of Costa Rica.  PDC is also  obligated to assist TISA in  acquiring  non-English
programming for the network.  The agreement also provides TISA with the right to
acquire any interest in the licenses  that PDC is allowed to dispose of based on
changes in Costa Rican law. Under the  agreement,  TISA is required to pay PDC a
license fee of $1,000 per year.  See  "Profitability  Milestones  and  Operating
Concerns - Control of Network Operations and Use."
<PAGE>

         Operating and Growth  Strategy.  The Company will  initially  focus its
development  efforts in its Costa Rican  Target  Market,  San Jose.  The Company
plans to initiate  construction of broadcast  facilities in San Jose in May 1998
and  anticipates it will initiate  marketing of its data services in San Jose in
October  1999.  The Company  believes it will have between  1,000 and 2,000 data
services  subscribers  by the end of 1999.  See  "Profitability  Milestones  and
Operating Concerns - Operating, Management and Other Market Issues."

         Franchises and  Government  Regulation.  The license  concession to the
27.5 to 29.5 GHz bandwidth was originally issued to a Costa Rican citizen by the
Control  Nacional  Radio,  Ministry of Government  and Policy of the Republic of
Costa Rica in February 1997. In connection with the Company's acquisition of its
interest in TISA,  PDC acquired the license.  The license  allows the use of the
spectrum  for  video  and data  services  throughout  Costa  Rica,  but does not
currently provide the Company with the right to provide voice services.

         The Company's  facilities  have been  inspected by the Ministry and the
Company  believes  that it has complied  with the  requirements  for obtaining a
final license.  The Company  aniticpates that the license will be granted in the
next few weeks. See  "Profitability  Milestones and Operating Concerns - Network
Issues."

         Panama

         Background.  The Company has entered into network  rights in the 28 GHz
frequency band for Panama.  The Company views Panama as an attractive market due
to its higher than average household income levels,  high level of household and
business   telecommunications  services  penetration  and  expanding  commercial
business base. The country also has a stable political environment and improving
economy.  Panama currently has a population of approximately 2.7 million,  which
is  expected to increase to  approximately  3.1 million by 2005.  The  Company's
Target Market in Panama,  Panama City has a population of approximately  820,000
(approximately 30% of the total population of Panama).

         Ownership and Management Structure. In March 1997, the Company acquired
90% of Wireless  Communications  Panama S.A. ("Wireless  Panama"),  a Panamanian
joint venture  corporation  that will act as the operating  company for a 28 GHz
network in Panama.  The frequency rights to be used by the operating company are
held by  Administracion E Inversiones  Radiales,  S.A.  ("AIRSA"),  a Panamanian
company.  AIRSA acquired the remaining 10% of Wireless Panama, on a non-dilutive
basis.  For a period of one year,  the Company is obligated  to provide  funding
(either  in the  form of  debt,  capital  infusion  or  third  party  financing)
sufficient to bring the networks to operating status.
<PAGE>

         Under the Company's  agreements  for the Panamanian  network,  Wireless
Panama and AIRSA entered into a service  contract  under which  Wireless  Panama
will build out,  maintain and operate the  Panamanian  network,  and pursuant to
which it has the exclusive  right to  commercialize  the network  rights held by
AIRSA. The service  contract  requires AIRSA to maintain the network rights (and
all required extensions or approvals for the network) and to act as liaison with
the  Panamanian  government  with  respect  to the  network.  Until the  Company
determines that it will take over marketing of the network, AIRSA is required to
perform that function, and will receive 10% of the service fees arising from its
marketing  efforts  for a period  of one  year.  If it  becomes  possible  under
Panamanian  law for  AIRSA to sell,  assign,  lease,  rent or  otherwise  divest
itself, in whole or in part, of its interest in the network, Wireless Panama has
the right to acquire that  interest for no cost.  Under the services  agreement,
Wireless  Panama is obligated to conduct all technical and  feasibility  studies
required for the network,  develop a business  plan for the system,  acquire and
maintain all equipment necessary for the network and operate the network. During
each of the  first  five  years of the  service  agreement,  Wireless  Panama is
required to pay AIRSA $6,000 as an annual fee for the use of the network rights.
See  "Profitability  Milestones  and  Operating  Concerns  - Control  of Network
Operations and Use."

         Operating  and  Growth  Strategy.   The  Company  expects  to  initiate
construction  of a broadcast  facility in the Panamanian  Target Market,  Panama
City, in July 1998 and begin  offering data services in that market by September
1998.  After it launches its data services  program in Panama City,  the Company
intends to launch its data services program  throughout the remainder of Panama,
and then launch voice  (assuming it receives  approval to provide such services)
and  multi-channel  television  services  throughout  the  country.  The Company
believes that it will have between 1,000 and 2,000 data subscribers in Panama by
the  end of  1999.  See  "Profitability  Milestones  and  Operating  Concerns  -
Operating, Management and Other Market Issues."

         Franchises  and  Government  Regulation.  In June 1996,  the  Direccion
Nacional de Medios de Comunicacion Social of the Republic of Panama issued AIRSA
licenses  for the  27.6 to  28.08  GHz  and  6086.0  MHz  frequency  bands.  The
Panamanian  network rights currently include authority to provide data services.
In October 1997,  AIRSA  received  notice that its license  rights  included the
right to provide data and multi-channel video services with or without spectrum.
The  license  rights are  temporary,  subject to the  payment of filing fees and
compliance with certain broadcast  requirements.  See "Profitability  Milestones
and Operating Concerns - Network Issues."

         Argentina

         Background.  The Company  has  interests  in a value  added  license to
provide  telecommunications  services in  Argentina.  The Company  believes that
Argentina   possesses  several  desirable  market   characteristics,   including
political  stability,  stable  population  growth,  moderate  per  capita  gross
national product,  improving economic  conditions,  high population densities in
the Company's Target Markets and a stable economy.

         Argentina currently has a population of approximately 35.8 million. The
Company's  initial market in Argentina,  the Parana/Santa Fe metropolitan  area,
covers an area with a  population  of  approximately  1.0  million.  The Company
believes  significant  subscriber growth potential exists in the area and in the
other  portions  of  Argentina  due to the low  hardwire/wireless  network  data
services penetration rate the inherent difficulty for hardwire network expansion
due to poorly marked underground  utilities,  and the lack of other data service
options.

         Ownership and Management Structure. In August, 1997, in connection with
the Petrolera Transaction,  the Company formed WCI de Argentina,  an Argentinean
corporation  ("WCIA").  WCIA is owned 80% by the Company  and 20% by  Petrolera.
WCIA was formed  for the  purpose of  acquiring  rights in the 25 GHz  frequency
range for  Argentina.  Under the terms of the  agreements  for the  formation of
WCIA,  Petrolera agreed not to compete in any business  conducted by WCIA in any
geographic  area in which WCIA  conducts  business for the period  ending on the
latter of the third  anniversary  of the formation of WCIA, or when Petrolera or
its affiliates no longer hold any interest in WCIA. The agreements  also contain
prohibitions  on the transfer by  Petrolera  or the Company of their  respective
interests  in WCIA.  See  "Profitability  Milestones  and  Operating  Concerns -
Control of Network Operations and Use."
<PAGE>

         Operating  and Growth  Strategy.  Once the  Company  receives  assigned
frequency  rights for its value added network rights in Argentina  (which it has
requested for Cordoba,  Neuquen and Parana/Santa  Fe), it intends to first focus
its  development  and  buildout  efforts in Argentina  in  Parana/Santa  Fe, and
intends to launch a wireless  data service  operation.  Thereafter,  the Company
intends to launch  wireless data and voice services  operations in the remainder
of Argentina. See "Profitability  Milestones and Operating Concerns - Operating,
Management and Other Market Issues."

         Franchises  and  Governmental  Regulation.  The  Company's  Argentinean
network rights were granted by the National Telecommunications Commission, which
governs the licensing and regulation of telecommunications  rights in Argentina.
Under the terms of the network rights,  WCIA was granted a "value added" license
to provide  telecommunications  services in Argentina. WCIA filed an application
with the  Commission  for use of the value added rights in the 25 GHz  frequency
band in January 1998. See  "Profitability  Milestones  and Operating  Concerns -
Network Issues."

         New Zealand

         Background.  The Company has interests in network rights in the 2.3 GHz
and 40 GHz  frequency  ranges  for  New  Zealand.  The  New  Zealand  market  is
characterized  by a developed and stable  economy,  high per capita income,  and
relatively  high  household  voice,  data and  video  penetration.  The  Company
believes  that the  telecommunications  services  offered  in New  Zealand  have
historically  been limited,  where  development has been slowed by a shortage of
satellite delivered television programming and voice and data services. With the
launch of additional satellites in the Asian region and the rapid development of
telecommunications  services in Australia, the quality and quantity of available
services has increased  significantly in New Zealand.  The Company believes that
its  ability  to offer  data and voice  services  and  multi-channel  television
programming, and the ease of wireless system buildout, will produce rapid growth
of its subscriber base in New Zealand. New Zealand currently has a population of
approximately  3.6 million.  The Company's initial Target Market in New Zealand,
Auckland, has a population of approximately 845,000.

         Ownership  and  Management  Structure.  The  Company  acquired  its New
Zealand network rights in August of 1995 in connection with the Separation.  The
Company's New Zealand network rights are held by Auckland Independent Television
Services,  Ltd. ("AITS"),  a New Zealand corporation which is owned 94.9% by the
Company. AITS holds (under licenses from network right holders) four channels in
the 2.3 GHz frequency range in the Auckland area.  These licenses expire between
2001 and 2004.  Both  licenses  provide for  extensions  to the  initial  terms,
although there can be no assurance the licenses will be renewed. The Company has
also acquired (as the network right holder) the exclusive  rights for the 40 GHz
frequencies in the Auckland,  Christchurch  and  Wellington/Petone  areas,  with
countrywide  expansion  rights  as  applied  for on a  city-by-city  basis.  The
Company's  40 GHz license  rights  permit the delivery of  television,  data and
telephony  services.  The 40 GHz frequencies  are valid for one year,  renewable
yearly and require the payment of a license fee. See  "Profitability  Milestones
and Operating Concerns - Control of Network Operations and Use."

         Operating and Growth Strategy.  The Company intends  initially to focus
its development and buildout efforts in the New Zealand Target Markets using its
40 GHz  network.  The  Company  believes  that its  proposed  subscription  rate
structure  for its  anticipated  communications  packages  will be attractive to
prospective  subscribers.  The  Company  anticipates  that  it  will  begin  the
build-out of the Auckland,  New Zealand 40 GHz market in January 1999,  and that
it will launch its data  services  subscriber  drive in April 1999.  The Company
believes that it will have between 3,000 and 5,000 data services  subscribers in
New Zealand by the end of 1999.  See  "Profitability  Milestones  and  Operating
Concerns - Operating, Management and Other Market Issues."

         Franchises and Government Regulation.  The Company's 2.3 GHz and 40 GHz
network  rights in New Zealand are governed by the Radio  Communications  Act of
1989 (the "New  Zealand  Act").  The New Zealand Act governs the  licensing  and
regulation  of radio  equipment or licensing to authorize  the  transmission  of
radio waves. The New Zealand Act is administered by the Ministry of Commerce.
<PAGE>

         The management rights for particular frequency bands are created by the
Secretary of  Commerce.  An entity that has been  granted  particular  frequency
rights has the  authority to create  licenses  (such as the licenses held by the
Company in the 2.3 GHz channels)  for third  parties to transmit  radio waves on
those frequencies.  These licenses are granted in accordance with the provisions
of the New  Zealand  Act,  but the terms  under  which  they are  allocated  are
determined by the network right  holder.  Management  rights and licenses can be
issued for varying terms,  sometimes as long as 20 years.  Management rights and
licenses  may be traded,  and are deemed to be assets of a business for purposes
of the Commerce Act of 1986, as well as the New Zealand anti-trust  statute.  No
written   instrument   dealing  with  the  management   rights  or  granting  or
transferring  of any  licenses has effect  until it is  registered  with the New
Zealand government in accordance with the New Zealand Act.

         Radio apparatus  licensing is governed by the Radio Regulations of 1987
(which  were  continued  under the New  Zealand  Act) and which  provide for the
licensing of radio  transmitting  and receiving  equipment.  See  "Profitability
Milestones and Operating Concerns - Network Issues."


Other Network Rights

         In addition to its network rights in the Market Countries,  the Company
holds an interest in certain network rights and a leased transmitter facility in
Park City, Utah. The Park City rights were acquired by the Company in connection
with  the  Separation  and are  held by the  Company's  wholly-owned  subsidiary
Transworld Wireless Television,  Inc. ("TWTV").  The Park City rights consist of
four 2.5 GHz channels.

Network Operations

         The  Company  has  adopted a number of  administrative  procedures  and
policies  that it  believes  will  facilitate  the  efficient  operation  of its
business. These policies and procedures include the following:

         Service  Packages.  The  Company  initially  intends  to  provide  only
data-related  services  such as high speed data  connectivity  and  Internet and
intranet access,  but anticipates  that it will eventually  offer  subscribers a
number  of  other  standard   telecommunications   services,   including   video
conferencing,  local and long distance  telephone  services,  and  multi-channel
television services, as well as specialized  telecommunications services such as
virtual  work  groups,  application,  and  document  sharing,  frame  relay  and
conference  bridges  and  advanced  fax  management.   To  the  extent  possible
consistent  with  its  services  offerings,   the  Company  intends  to  provide
subscribers with the ability to combine various services without the constraints
of inflexible package requirements or product-specific  boundaries.  The Company
believes that a flexible sales strategy will help reduce switching  barriers for
those  subscribers  who may  initially  be  reluctant  to  switch  all of  their
telecommunications  services  and vendors at one time or are subject to existing
contracts.  Although a majority of the Company's services will be deployed using
the Company's fixed wireless point-to-multipoint broadband networks, the Company
anticipates  that it will also be able to provide  its  services  using  coaxial
cable and fiber optic  networks  where the Company  believes it is  economically
attractive or strategically desirable to do so.
<PAGE>

         Pre-Launch  Activities.  Prior  to  initiating  the  buildout  of a new
market,  the  Company  intends to conduct  pre-launch  studies to  evaluate  the
population  demographics  and physical  terrain of that market.  The Company has
already  conducted  several  studies in its Target  Markets.  The  Company  then
intends to create a development plan that identifies the subscriber potential of
various areas within the target market and,  based on such factors as television
and data penetration rates, income levels and existing competition, it will then
define the probable locations of the network central node transmission  facility
and any  required  cell sites for  retransmission.  As the  construction  of its
central node or  retransmission  facilities nears  completion,  the Company will
conduct a marketing  program  targeted to those areas  identified  as having the
greatest potential for subscriber growth. The Company's  marketing programs will
typically  include (i) inbound  telemarketing,  (ii)  neighborhood  door-to-door
sales,  including  multiple  dwelling  unit  meetings  and door  hangers,  (iii)
marketing tied to regional events such as high interest  sporting  events,  (iv)
telephone, television and print advertisements,  (v) promotional activities such
as referral programs and promotional gifts, (vi) direct mailings, (vii) Internet
web pages,  (viii) advertising on installation  vehicles,  (ix) participation in
professional  forums,  (x) automated e-mail  messages,  (xi) free or promotional
services to key or high profile users, (xii) launch promotional activities,  and
(xiii) the use of resellers, agents and direct marketing agencies.

         Installation. The Company's installation packages for its services will
generally  include a standard  rooftop  mounted  transceiver  and other  related
equipment,  such as  cabling  and a data  modem,  which  will be  located at the
subscriber's  location. The Company currently anticipates that, depending on the
type of service  involved,  the cost of a data service  subscriber  installation
will range from $1,675 to $2,215.  The Company  anticipates that it will be able
to charge its data services  subscribers the entire cost of installation and any
related equipment.  As a result, the Company anticipates that it will be able to
obtain more quickly positive cash flow from those subscribers.

         Customer  Service.  The Company  believes that providing high levels of
customer service in installation and maintenance will enable it to maintain high
levels of customer  satisfaction  and minimize  subscriber  turnover.  With this
objective in mind,  the Company has adopted  operating  policies  under which it
will (i) complete installations  promptly,  (ii) provide prompt customer service
using a customer hotline, (iii) provide timely repair service, and (iv) make new
subscriber  follow-up calls after installation to ensure customer  satisfaction.
The  Company  also  intends  to impart a  "customer  service"  mentality  in its
employees through ongoing in-house training sessions and intends to establish an
employee forum to facilitate an exchange of ideas for  improvements  in customer
service.  The Company also intends to adopt various employee  incentive programs
linked to achieving high levels of customer satisfaction.

         Operations   Center.   The  Company  expects  to  deploy  central  node
transmission and switching  equipment in each of its principal market areas. The
Company's networks will be engineered to provide subscribers with the ability to
interconnect with the Internet, as well as with other locations the customer may
have within the Company's  network and, if the Company  provides voice services,
to  interconnect  with local exchange  networks and long distance  networks.  In
order to ensure  that the  Company's  networks  are  working as  efficiently  as
possible,  the Company  plans to  construct  and  maintain  one or more  network
operation  centers  which will  monitor its various  networks on a 24 hour a day
basis and which will  provide its  operating  personnel  with alarm,  status and
performance information.  The Company anticipates the network operations centers
will  include  equipment  which will allow the  Company to conduct  preventative
maintenance  activities in order to avoid network outages or to respond promptly
to any network  disruption that might occur. The Company  currently  anticipates
that its  operations  center for its Latin and South  American  markets  will be
located in Southern Florida.
<PAGE>

         Management  Information Systems and Billing. The Company intends to use
a commercial management  information system tailored to meet the requirements of
the subscription telecommunications industry. This system will allow the Company
to monitor customer service and customer payment  patterns,  monitor  subscriber
equipment and installations,  and manage each operating network efficiently. The
Company has also adopted  credit  procedures  and  collection  policies which it
believes will minimize subscriber turnover and uncollectible accounts.

Competition

         General  Competition.   The  telecommunications   market  in  developed
countries  such as the United States is intensely  competitive.  The Company has
not begun to market its  wireless  services  to  potential  customers  on a wide
spread  basis,  has not obtained  significant  market share in any of the Market
Countries, and does not expect to do so in the near future given the size of the
telecommunications  market,  the  intense  competition  in that  market  and the
diversity of customer requirements.

         The   Company   will    eventually    compete   with   numerous   other
telecommunications  service  providers  in the Market  Countries.  Some of these
competitors  have   long-standing   relationships  with  their  subscribers  and
suppliers,   greater  name  recognition  and  significantly  greater  financial,
technical and marketing  resources than the Company.  Nevertheless,  the Company
expects to  compete  on the basis of local  service  features,  quality,  price,
reliability,  customer  service and rapid  response  to customer  needs for both
bundled and unbundled telecommunications services. The Company anticipates that,
as its competitors face increased  competition,  they may respond with increased
pricing  flexibility  which, in turn, may result in increased price competition.
There can be no assurance that such increased price  competition will not have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

         Several  technologies  are  under  development  that may  significantly
affect the wireless  telecommunications  industry and result in new  competitors
entering the market.  The Company cannot predict the competitive impact of these
new technologies and competitors.  The Company expects,  however,  that wireless
telecommunications  operators will be able to expand their services capacity and
introduce new services while  continuing to maintain a cost advantage over other
providers of such services.  The Company intends to exploit its comparative cost
advantage by targeting a value-conscious subscriber base.
<PAGE>

         Fiber  optic  Systems  and Digital  Compression.  Traditional  hardwire
systems have historically  been limited by their use of analog  transmission and
coaxial cable  technologies.  A number of new technologies are under development
to  increase  the  capacity of these  systems.  These new  developments  include
replacing  traditional  copper wire networks with fiber optic networks and using
digital  techniques to compress more programming  signals and data onto existing
copper wire or other networks.

         The Company  believes that its 28 GHz and 40 GHz  technology  platforms
provide  adequate  transmission  capability for the Company's  anticipated  data
subscriber  needs. The Company has adopted a system  architecture that permits a
future migration to more advanced digital  compression if and when it determines
that it is desirable to do so. The  introduction of expanded digital capacity by
traditional   hardwire  operators  will  require   substantial  new  investment.
Accordingly,  the  Company  does not expect to deploy the  advanced  compression
technologies until relatively inexpensive equipment is available and subscribers
demonstrate sufficient demand.

         Telephone Company Competition.  The data services provider industry has
traditionally  been dominated by local and regional telephone  companies,  which
have typically  relied on their networks of copper wire and fiber optic cable to
provide  services.  In each market country,  the Company may compete with one or
more  established   telephone  service   providers,   some  of  which  may  have
long-standing  relationships with their customers and significantly greater name
recognition, and financial,  technical and marketing resources than the Company.
The  Company  believes,  however,  that  because  such  companies  rely on their
established  hardwire networks (which currently have a penetration rate in Latin
America of less than 10%), which are costly to expand, difficult to maintain and
have  technological  limitations  (especially  with respect to the  transmission
speed for data), and because the Company will compete with those entities on the
basis of  quality,  price,  reliability,  the  scope  of the  telecommunications
services it can provide (i.e.,  the  availability  of "one stop" combined voice,
data and multi-channel television services), and customer service, the Company's
wireless  communications  systems will have a competitive  advantage  over those
entities.

         Recently a number of telephone companies in the United States and other
markets have begun using technology  capable of providing  audio/video  services
over telephone  lines ("video dial tone"  service).  These types of services are
typically heavily regulated by governmental regulations and rules. Several large
United States  telephone  companies have announced plans either to enhance their
existing  distribution  plants to offer video dial tone service or construct new
distribution plants in conjunction with a local hardwire television operators to
offer  video dial tone  service.  While the  competitive  effect of the entry of
telephone companies into the subscriber  television business (where permitted by
a specific market's laws) is still uncertain, the Company believes that wireless
communications  systems will  continue to maintain a cost  advantage  over video
dial tone service technologies.
<PAGE>

         Satellite Systems.  Although the Company anticipates that it will focus
its initial  business  efforts on the  provision of data  services,  it may also
provide  multi-channel  television  programming at a future date.  Multi-channel
television programming operators are subject to additional types of competition.
For example,  "backyard dish" or "direct-to-home"  ("DTH") antenna  distributors
using  satellites  to beam  television  programming  offer  customers  access to
programming  similar to that offered by traditional  hardwire television service
providers and wireless multi-channel  television service providers.  The primary
advantages  of  wireless  multi-channel  networks  over DTH  systems  are  lower
equipment costs and broader  availability of local programming.  DTH systems, on
the other hand,  enjoy the  advantages of access to a wider variety of satellite
programming and the ability to serve areas not serviced by traditional  hardwire
or wireless communications  networks. A conventional DTH antenna system costs up
to $1,000 per subscriber, however, depending on the features of the system, plus
monthly fees for access to certain  programming.  DTH systems  typically  cannot
receive local off-air broadcast channels,  however, so DTH subscribers generally
are not able to watch local news,  weather or sports  programs.  DTH systems are
also typically not interactive,  thereby  precluding a number of high speed data
applications.

         Several  companies  have developed and sell  high-powered  transmission
satellites to distribute  high capacity  programming to DTH antennas as small as
18" in diameter  ("directed  broadcasting  satellite"  or "DBS").  DBS  receiver
equipment for a single  television set is typically  approximately  $300 to $400
per customer,  plus installation fees (and monthly subscriber fees),  although a
number  of DBS  companies  have  recently  offered  equipment  and  subscription
packages  at  lower  initial  prices.  Due to the  cost  of DBS  satellites  and
receiving  equipment,  and because local programming cannot be received on a DBS
system, the Company believes wireless  multi-channel  programming providers will
continue to enjoy a comparative cost and local programming  advantage over these
satellite systems.

         Other  Microwave  Systems.  The  Company  will  typically  provide  its
services over microwave frequencies in the 28 GHz and 40 GHz ranges. Frequencies
other than the 28 GHz and 40 GHz ranges are  currently  authorized  for wireless
telecommunications  networks in a number of market areas,  including frequencies
in the 2.5 GHz range and, in limited instances, in the 18 GHz range. The Company
believes the 28 GHz and 40 GHz  frequency  bands provide  advantages  over other
frequency  bands,  including the ability to transmit data,  voice and television
signals on the same  architecture,  their high information  content capacity and
their ability to be integrated into different infrastructures.

Acquisition Strategy

         The Company intends to continue to pursue its expansion strategy in the
future by acquiring  and building  out wireless  telecommunication  networks and
services  providers in markets outside of the United States that meet its market
selection  criteria.  The Company has developed a series of complex  criteria to
analyze  prospective  acquisitions  of market  networks and subscriber  systems.
These  criteria  include (i) the number of potential  subscribers in the market,
(ii) the types of  telecommunications  services in which the  subscribers  would
most  likely be  interested,  (iii)  network  frequency  availability,  (iv) the
existence of established  groupings or blocks of network rights, (v) the nature,
quality   and  extent  of  service   provided  by   existing   and   traditional
communications  networks in the market,  (vi)  topography,  (vii)  demographics,
(viii) the existence of a strong local  strategic  partner,  (ix)  political and
economic risk, (x) governmental regulation, and (xi) the potential to add to the
Company's  subscriber  base  by  acquiring  the  acquisition  target's  existing
operations.  The Company also evaluates the potential  acquisition's  ability to
facilitate the Company's use of economies of scale and to increase its operating
efficiencies, particularly where a market acquisition can add subscribers or add
to existing regional market clusters.
<PAGE>

Governmental Regulation

         The use of airwaves for microwave  transmission is generally subject to
extensive government regulation.  The amount, type and extent of that regulation
varies  from  country  to  country.  The  information  set forth in the  section
entitled "Market Country Networks"  summarizes  certain  government  regulations
affecting  the  Company's  ability to own and operate its  wireless  networks in
those markets.  The regulatory structure for any particular market is subject to
change from time to time, and any such  regulatory  change could have a material
and adverse  effect on the  particular  market in which that change takes place,
and/or upon the Company's business as a whole. See "Profitability Milestones and
Operating Concerns - Network Issues" and "Profitability Milestones and Operating
Concerns - Control of Network Operations and Use."

PROPERTIES AND FACILITIES

         Equipment.  The  Company  believes  it has the  ability  to source  key
network  components  from a number of equipment  vendors.  Fixed local  wireless
networks can be constructed using equipment from different manufacturers and can
utilize  different  technologies  because  customers  do not roam  between  base
stations. The Company believes that the flexibility provided by vendor diversity
will facilitate an adequate and prompt supply of equipment at attractive prices.

         The Company has entered  into an  agreement  with  Millitech,  Inc.,  a
wireless  communications  head-end  manufacturer,  for  the  lease  of  head-end
equipment at a quarter-annual  cost, per head-end,  of $10,000. At the Company's
election,  the  lease  payments  can  be  applied  toward  the  purchase  of the
equipment.  The total  purchase  price for each system is  $60,000.  The Company
currently  leases three such  systems,  one of which is located in each of Costa
Rica, Guatemala and Panama.

         In January  1998,  the Company has entered into a series of  agreements
with Motorola, Inc. and its affiliates ("Motorola") for the design, construction
and  deployment  of hardware and  software  products the Company will use in its
network  operations.  The Motorola  agreements  include an agreement pursuant to
which  Motorola  will design and  install  products  for use with the  Company's
networks,  and a services  agreement,  pursuant to which  Motorola  will provide
services  to the  Company  relating  to the  design  and  implementation  of the
Company's networks.

         Under the  product  agreement,  the  Company  agreed to  purchase  from
Motorola certain equipment,  support services and software licenses manufactured
by Motorola and other  parties for use in the Company's  networks.  The contract
initially   anticipates  the  purchase  of  those  products  for  the  Company's
Guatemalan operations. The Company is required to pay 50% of the total price for
the products and services  provided by Motorola  under the agreement on the date
that it submits any purchase order for those products to Motorola. The remaining
50% of the purchase price is payable no later than one year from the date of the
product agreement  (January 1999). If Motorola fails to successfully  complete a
commissioning  test plan designed by the parties by an agreed date,  the Company
has the option to either  return the products and pay Motorola the remaining 50%
of the purchase price, or allow Motorola to remove its portion of the products.
<PAGE>

         Under the data pilot services  agreement,  Motorola agreed to conduct a
pilot system to provide high speed data services in the Company's  Target Market
in Guatemala,  Guatemala City. Under the agreement,  Motorola is required to act
as the  primary  contractor  for the  pilot  system  and  provide  all  required
material, effort and services necessary for its installation.  The payment terms
under the data pilot  services  agreement are similar to those under the product
agreement.  See  "Profitability  Milestones  and Operating  Concerns - Operating
Management and Other Market Issues."

         Office Space.  The Company  leases  approximately  2,500 square feet of
office space at 102 West 500 South,  Suite 320, in Salt Lake City,  Utah under a
lease  agreement  expiring in  September  2000.  The Company is required to make
monthly  lease  payments  of $3,070  during the first year of the lease,  $3,177
during the  second  year and  $3,285  during  the third  year of the lease.  The
Company believes the office space is adequate for its current needs. The Company
anticipates that it will acquire additional  operating space in Southern Florida
during the Company's  second fiscal quarter and is currently  reviewing a number
of lease and  purchase  options for office  space in the area.  The Company also
maintains,  through its various  subsidiaries and affiliates,  office space in a
number of the Market Countries.

         Network  Rights.  The Company holds license rights (either  directly or
derivatively) for microwave point to multi-point  telecommunications networks in
the Market  Countries.  It generally has acquired  those rights  pursuant to (i)
long-term  contracts with third party network rights holders,  (ii) arrangements
where  it is the  majority  owner  of  the  network  rights  holders,  or  (iii)
contractual   arrangements   which  it  believes  provide  it  with  substantial
managerial and operational  control of such network rights,  including ownership
positions  in  the  operating  companies  for  the  network  rights  and,  where
permissible under local law,  ownership  positions in the network rights holder.
Generally,   the  networks  in  which  the  Company  has  interests  operate  on
frequencies  of either 28 GHz or 40 GHz.  The  Company's  network  rights in the
Market Countries are described in greater detail in the section entitled "Market
Country Networks," above.

         The rights for  wireless  communications  networks in most markets that
meet the Company's  market  selection  criteria have already been granted to (or
been  applied for by) third  parties.  Therefore,  in order to build and operate
wireless  communications  networks  in new  markets  where it does  not  already
control  network rights,  the Company will have to purchase,  lease or otherwise
acquire  sufficient  network  capacity  from or with those  third  parties.  See
"Profitability Milestones and Operating Concerns - Network Issues."

         Telecommunications Services Content.

         Data Services Content.  The Company anticipates that it will acquire or
contract  with  Internet  service  providers in each of the Market  Countries to
provide Internet and content data services to the Company's subscribers in those
Market  Countries.  The  Company  intends  to offer  the  services  on  either a
transport basis (where the Company's  wireless networks will act as a "pipeline"
for the Internet  service  provider),  through the  acquisition  of the Internet
service  provider (in which case,  the Company  would offer the data services as
part of a bundled  offering  under  the  Company's  brand  name),  or  through a
contractual   arrangement   (partnership,    management   agreement,    services
arrangements,  joint venture or otherwise) with the Internet  service  provider.
See "Businesses and Properties - Description of the Company's Business - Company
Strategies."  These data services are expected to include  routing,  addressing,
DNS, registration services,  network security and fire walls, intranet services,
e-mail,  news services,  and hosting and peering  services.  See  "Profitability
Milestones and Operating Concerns Dependence on Content Providers."
<PAGE>

         The  Company  also  intends  to provide  local  dedicated  data  access
circuits.  These lines,  which typically link customers'  computers  together to
create larger networks, are used by banks, billing clearing houses,  advertising
agencies,  hospitals and other business to exchange large data files, as well as
by any  business  to connect  offices  for file  sharing,  e-mail and work group
applications.

         The Company is currently  negotiating with a number of Internet service
providers in the Market  Countries  regarding the  acquisition  of those service
providers  or for terms  under which the  Company  and those  service  providers
could,  on a  partnering,  joint  venture or other  contractual  basis,  provide
Internet and related services using the Company's networks.  The Company intends
to acquire backup services  contracts with those Internet  service  providers so
that, if, for some reason,  the Company and the Internet service provider cannot
agree upon the terms of any such  acquisition  or  partnering  arrangement,  the
Company can still provide the Internet  content over its networks.  There can be
no assurance the Company will be able to successfully  negotiate the acquisition
of any Internet service provider or the terms under which a particular  Internet
service  provider and the Company would join together on a partnership  or joint
venture  basis to provide  Internet and related data services over the Company's
wireless networks.

         Voice Services. If the Company elects to provide telephone services, it
intends to provide a complete range of local exchange and long distance services
as part of its  product  line.  The Company  anticipates  these  services  would
include  basic local  services,  access to long  distance and  dedicated  lines,
direct inward dialing, custom calling services and, in the case of long distance
services, domestic intramarket, intermarket and international calling, toll free
services, calling card and conference call bridging and other enhanced services.

         Because the Company's network rights do not, in most instances, provide
the  Company  with the right to  deliver  voice  services,  the  Company  is not
currently  engaged in any  substantive  discussions  with local or long distance
voice services  providers  regarding the use of the Company's networks for those
services.  The Company  anticipates,  however,  that any arrangements with voice
services  providers  would  generally be structured  in a manner  similar to the
Company's arrangements for the provision of data services.

         Television  Programming.  The Company expects to enter into a number of
contracts with  commercial  television  programming  suppliers and packagers for
video  programming.  The Company  anticipates  that these contracts will include
both master agreements, under which the Company will use specific programming in
most or all of its markets,  and regional specific contracts,  pursuant to which
the Company will use programming in regional or country specific markets.  As of
March 30, 1998, the Company is providing multi-channel television service in the
Venezuelan  market,  and only on a limited basis in the Caracas-Los Teques area.
The Company's  programming in that market consists of ESPN  International/ESPN2,
CNN  International/CNN/CNN  Headline, TNT Latino America,  Cartoon Network Latin
America, MTV Latino,  Discovery Latin America,  Fox Latin American,  USA Latino,
plus Canal de Noticias NBS, Cne Canal,  CMT, CNBC,  Cable Health Club,  Deutsche
Welle, Hispa Vision, TBN, TVE, Travel Channel Latin America, TV5, Tele-UNO, RA1,
Nostalgia, ME/U, MORMusic, GEMS, The Food Channel, Worldnet, RCTV, Globo Vision,
Vene Vision, Metro Politano, VTV, and Televen. See "Profitability Milestones and
Operating Concerns - Dependence on Content Providers."
<PAGE>

EMPLOYEES

         As of the date  hereof,  the Company has 10  full-time  employees.  See
"Management -- Employment Agreements."

LITIGATION

         In March 1998, a small group of shareholders  who acquired their shares
as a result of the  Separation  contacted  the  Company  to  complain  about the
failure to distribute from escrow those shares, the LatinCom arrangement and the
Company's  agreement with former  principals of TIC. The  shareholder  group has
suggested  that it may sue the Company if the  Company  does not  promptly  take
remedial action. The Company believes the claims are without merit.

                            PROFITABILITY MILESTONES
                             AND OPERATING CONCERNS

         The wireless  telecommunications industry is an industry which requires
sizable  amounts  of  capital  to  purchase  systems  and  significant   capital
expenditures to generate  subscribers and revenue growth.  These activities lead
to a large amount of amortization and depreciation expense being recorded.  As a
result,  companies in the wireless communications industry have not historically
been profitable.

         In management's  opinion,  a primary factor in obtaining equity or debt
financing in the wireless  communications industry is the generation of positive
monthly  operating  cash flow. The Company has not generated a profit during any
period of its existence,  and has generated only limited cash flow from its only
operating system, its wireless television services operation in Venezuela.

         The  Company's   management  believes  that  the  following  events  or
milestones must or should occur before the Company can begin generating positive
monthly operating cash flow:


                                                            Date or Number of
                              Expected Manner             Months when Milestone
                              of Occurrence or              or Events Should be
  Event or Milestone        Method of Achievement               Accomplished

Build out of wireless       Conduct proof of concept      Build out of Target 
data services systems       market broadcasts, tests      Markets began in
in the Company's Target     construction of               January 1998 and is
Markets                     transmission facilities       anticipated to take
                            and marketing launch.         approximately 2 years
                                                          to complete.

Build out and operation of   Additional debt or equity   Anticipated build out
wireless data services       financing.                  of non-Target Market 
systems in areas of the                                  areas to begin in 1999.
Market Countries other
than the Target Markets.

Build out and operation of   Substantial additional      Anticipated build out
wireless voice and           debt or equity financing.   to begin in 1999.
multi-channel television
systems in the Market
Countries

         The  milestones  set forth above are  subject to a number of  business,
financial  and other  contingencies,  some of which may be beyond the control of
the Company. These contingencies include the following:

         Initial  Phases of  Development.  Almost all the  networks in which the
Company has (or has the right to acquire) an interest are in the early stages of
development.   Only  one  operating  company,  located  in  Caracas,  Venezuela,
currently provides wireless  communications  services on a commercial basis (for
multi-channel  television  services),  and that operating  company only recently
initiated  commercial  service  and has a  limited  number of  subscribers.  The
Company has signed definitive  agreements with a number of strategic partners in
the Market Countries, but in some cases the parties have not executed definitive
agreements or created  definitive legal entities to effect the parties' proposed
business  operations.  Even in cases where the Company has  executed  definitive
agreements with third parties in a particular market,  there can be no assurance
the Company  will be able to perform  its  obligations  under  those  agreements
(particularly  in cases where the  Company is required to provide  funds for the
build  out  and  launch  of  networks)  or  that  the  terms  of  the  Company's
participation in the operating  company or network rights holder for that market
will  not be  modified  in a manner  that  could be  materially  adverse  to the
Company.

         The  successful  development  and  commercialization  of the  Company's
telecommunications   networks  in  the  Market  Countries  will  depend  on  the
resolution of a number of financial, logistical, technical, marketing, legal and
regulatory  issues,  as well as other  factors.  In  addition,  there  can be no
assurance  the  Company's   proposed  network   operations  will  not  encounter
engineering,   design  or  operational   problems,   or  that  the  Company  can
successfully  develop any of its existing or planned development stage projects,
or that those  projects  or any of the  operating  companies  or network  rights
holders in which the Company has or acquires an interest will achieve commercial
success.

         Need for Substantial Additional Financing.  The growth of the Company's
business  requires  substantial  investment  on a  continuing  basis to  finance
operations,  capital expenditures and related expenses for subscriber growth and
system acquisition and development.  The Company will require additional debt or
equity financing to achieve  profitability,  to cover ongoing operating expenses
and capital  contributions,  to acquire additional wireless networks or wireless
communication rights in existing or other markets, and to build out, operate and
manage its markets, including the Target Markets. In some instances, the Company
is required under its contractual  agreements in the Market Countries to provide
or secure  financing  sufficient  to build out or initiate  construction  of the
networks.
<PAGE>

         The  Company  currently  estimates  that it will  require  between  $10
million and $20 million to launch its data services systems in all of the Target
Markets,  and between  $20  million and $50 million to launch its data  services
systems in areas of the Market  Countries  outside  the Target  Markets.  If the
Company  elects to pursue the  delivery  of voice  and/or  video  services,  the
Company  estimates  the build out and  launch of voice  services  would  require
between $50 million and $100 million and that video  services would cost between
$100 million and $200  million to build out and launch in the Market  Countries.
There can be no assurance that all or any of such funds will be available to the
Company on satisfactory  terms and conditions,  if at all. The Company's failure
to obtain  such funds  could  adversely  affect the  growth,  profitability  and
operation of the Company, perhaps materially.

         To the extent future financing  requirements are satisfied  through the
issuance  of  equity  securities,  then-current  investors  in the  Company  may
experience  dilution  in the  value per share of their  Common  Stock,  Series A
Preferred  Stock,  and/or Series B Preferred  Stock.  The acquisition of funding
through  the  issuance  of debt  could  result in a  substantial  portion of the
Company's cash flow from operations  being dedicated to the payment of principal
and interest on such  indebtedness  and could render the Company more vulnerable
to competitive and economic  downturns.  Financing could also be obtained by the
Company's  subsidiaries or affiliates from third parties,  although there can be
no assurance  that the  Company's  subsidiaries  or  affiliates  will be able to
obtain the  financing  required to make planned  capital  expenditures,  provide
working  capital  or meet  other  cash  needs on terms  which  are  economically
acceptable to the Company.

         Risks of Foreign  Investment.  The Company has  invested and intends to
continue to invest substantial  resources outside the United States. The Company
does not intend to acquire, or invest in, any wireless  communication  networks,
assets or operations within the United States.

         Governments  of many  developing  countries  have  exercised  and  will
continue to exercise substantial influence over many aspects of private business
enterprise.  Local  governments own or control  companies that are or may become
competitors of the Company,  or companies upon which the operating companies and
network  right  holders  in which the  Company  has an  interest  may depend for
required services or materials.  Governmental actions in the future could have a
significant  effect on the economic  conditions  and many of the market areas in
which  the  Company  intends  to, or has,  invested,  and  otherwise  may have a
material adverse effect on the Company.  The Company's  interests in some or all
of  the  Market  Countries  could  be  adversely   affected  by   expropriation,
confiscatory   taxation,   nationalization,   political,   economic   or  social
instability,  changes in laws or other  developments  over which the Company has
little or no control.

         The  Company  does  not  currently   carry  political  risk  insurance.
Moreover,  applicable  agreements  relating to the  Company's  interests  in the
Market Countries are frequently  governed by foreign law.  Therefore,  it may be
difficult for the Company to enforce its rights under the agreements relating to
its rights.

         Difficulties and Uncertainties of New Industry.  Microwave transmission
of  telecommunications  services  is a  relatively  new  industry  with a  short
operating  history.  As a result,  the Company may experience  difficulties  and
uncertainties normally associated with new industries,  such as lack of consumer
acceptance,   difficulty  in  obtaining  financing,  increases  in  competition,
advances in technology and changes in laws and regulations.
<PAGE>

         Network  Issues.  The Company will be required to rely on the existence
of, and  continuing  ability  to use or  exploit,  telecommunications  licenses,
concessions or leases which are typically granted by governmental agencies on an
exclusive  or limited  basis and for limited  terms.  There can be no  assurance
these  governmental  agencies  will not seek  unilaterally  to limit,  revoke or
otherwise adversely modify the terms of any such rights they have granted or may
in the future grant in which the Company may have direct or derivative interest,
and the Company  may have  limited or no legal  recourse if any of these  events
were to occur.  In addition,  there can be no assurance  that  renewals of these
rights will be granted upon their  expiration  or, if renewed,  that the renewal
terms will not be less  favorable to the Company than the original  terms of the
rights.  See "Business and Properties - Description of the Company's  Business -
Market Country Networks."

         Such rights may also be subject to significant  operating  restrictions
or  conditions,   including  restrictions  relating  to  the  implementation  or
construction  of  network  improvements,  commercialization,  subscriber  rates,
royalties and other specified  deadlines or conditions  which, if not satisfied,
could result in the loss or  revocation of the network  rights.  There can be no
assurance that, if the Company is able to obtain required network rights,  those
operating  conditions  will be satisfied and, as a result,  that any such rights
would not be lost,  revoked or otherwise  modified in a manner which is or could
be  materially  adverse to the  Company,  its business  operations  or financial
condition. Further, although the Company has taken such actions as it has deemed
necessary  or  appropriate  under  the  circumstances  to  verify  or  otherwise
determine the scope,  extent,  duration and nature of the network  rights in the
Market Countries,  it has in some instances relied upon the  representations  of
the  holders of such rights as to some or all of such  matters.  There can be no
assurance  that the actual  terms and  conditions  of such rights do not differ,
perhaps  materially,  from those  represented  by the network rights holders and
their principals.

         Operating,  Management and Other Market Issues. The Company anticipates
that it will depend on one or more local  partners (or other parties) in each of
the Market  Countries  to obtain or  maintain  the use of any  required  network
rights, to conduct business  operations in those markets,  and to facilitate the
Company's business operations with other local entities,  including governmental
authorities. The Company will be dependent on these strategic partners, although
there can be no assurance that they will perform in accordance with the terms of
any agreements they have with the Company.

         Under  the  terms  of the  Company's  agreements  with  certain  of its
strategic  partners,  the  Company  will have  obligations  to fund  substantial
network   construction  and  development   costs.  Any  such   construction  and
development  will be capital  intensive and the Company will be required to seek
substantial  and continuing  sources of financing to fund working capital needs,
capital  expenditures  and other cash  requirements.  The  Company's  failure to
obtain  such  financing  could have a material  adverse  effect on the  Company,
including its relationships with its strategic partners and, among other things,
could result in the loss,  impairment  or  revocation  of network  rights in the
Market  Countries.  There also can be no  assurance  the Company will be able to
obtain  or  secure  financing   sufficient  to  fund  its  capital   expenditure
obligations, or that it will be in the best interests of the Company to do so.
<PAGE>

         In market  areas  where  the  Company  will be  required  to  construct
wireless   communications   networks   or   additions   to   existing   wireless
communications  networks,  that construction activity may require the Company to
obtain  qualified  subcontractors  and necessary  equipment on a timely and cost
effective basis, the availability of which could vary significantly from country
to country. Construction projects may be subject to cost overruns and delays not
within the control of the Company or its  subcontractors,  such as delays caused
by acts of governmental entities, financing or catastrophic occurrences.

         Among its other  strategic  alliances,  the  Company  has  joined  with
FondElec in the  formation  of LatinCom and with  Petrolera in the  formation of
WCIA.  There can be no  assurance  that  either  entity will be able to acquire,
develop or operate any wireless  communications networks and, if they fail to do
so, the Company may be precluded from acquiring or operating  wireless  networks
in the  countries  in which those  entities  were  formed to  operate.  Further,
although  those  entities were formed for the purpose of acquiring and operating
wireless networks in specific South American and Latin American countries, there
can be no  assurance  that they will not develop  contacts or learn of marketing
opportunities in other Latin or South American countries, including countries in
which the  Company  has or may have an  interest.  As a result,  there  could be
potential  conflicts  between the business  operations  of the Company and those
entities.

         Currency and  International  Risks.  A number of the Market  Countries,
such as Venezuela, have experienced substantial rates of inflation and resulting
high  interest  rates,  sometimes  for a period  of many  years.  Inflation  and
fluctuations  in  interest  rates  could have a material  adverse  effect on the
Company's  operations  and  business.   Further,  the  value  of  the  Company's
investments  in its  overseas  operations  will  depend,  in part,  on  currency
exchange rates between the United States dollar and applicable  local  currency.
The Company does not intend to hedge  against  foreign  currency  exchange  rate
risks.

         Distributions or other payments the Company receives from its operating
subsidiaries  or  affiliates in the future may be subject to  withholding  taxes
imposed by the jurisdictions in which such entities are formed or are operating.
United States corporations may generally claim foreign tax credits against their
United States federal income tax expenses for any foreign withholding taxes held
or actually paid with respect to companies in which the Company owns 10% or more
of the voting stock. The Company's ability to claim any such foreign tax credits
and to utilize  net  foreign  losses is,  however,  subject to  limitations  and
restrictions.

         Governmental Regulation.  The Company's business operations are subject
to  extensive  governmental  regulation.  This  regulation  can take the form of
limitations  on the number of persons  who can hold the rights to the  networks,
service  requirements,  restrictions on foreign  ownership and subscriber rates,
instruction requirements and programming or service content restrictions,  among
others.  There can be no  assurance  that  material  and adverse  changes in the
regulation of the Company's  existing or future  operations will not occur.  See
"Business  and  Properties  -  Description  of the  Company's  Business - Market
Country Networks."
<PAGE>

         Control of Network  Operations and Use. The Company intends to acquire,
where  possible  under  local law,  majority  interests  in the  network  rights
holders.  Applicable local laws may, however,  restrict the interest the Company
may acquire in those entities due to limitations on foreign  investments in such
markets. In such cases, the Company intends to acquire majority equity positions
in the  operating  companies  for  those  networks  (generally  under  long term
contracts) which,  combined with other interests the Company will acquire in the
same market in management companies, licensees or other entities, will result in
the Company  obtaining  and  maintaining  substantial  control over the business
operations  of the  network  in any  such  market.  There  can be no  assurance,
however,  that the  Company  will in fact obtain  such  interests  in all of its
markets,  or obtain voting,  equity or management  positions which could prevent
the  Company's  strategic  partners in a  particular  market  from  implementing
strategies or business decisions inconsistent with those favored by the Company.

         Dependence  on  Content   Providers.   The  success  of  the  Company's
operations  will  depend,  in part,  upon its ability to provide  access to data
nets, and if it elects to provide telephony and video services, to long distance
voice carriers and television  programming for its subscribers.  The Company has
entered  into, or has begun  negotiations  to acquire,  programming  and service
contracts with a number of data services  providers,  including Internet service
providers, Internet content aggregators and cable-based data services. There can
be no assurance, however, that the Company will be able to obtain contracts with
such entities,  or others,  or that it will be able to do so upon terms which it
believes are economically advisable.

         Forward-looking   Statements.   This  report  contains  forward-looking
statements,  which are not  historical  fact.  Such  forward-looking  statements
include the Company's plans to launch wireless telecommunications systems in the
Market  Countries.  Those  statements  also include the  Company's  expectations
concerning  factors  affecting the markets for its services,  such as government
regulations,  competitive factors, and demand growth for the Company's services.
Actual  results  could  differ  from  those  projected  in  any  forward-looking
statements  for the reasons  detailed  in the other  sections of this report and
other risks detailed within this report. The forward-looking statements are made
as of the date of this report.


                     DIVIDENDS DISTRIBUTIONS AND REDEMPTIONS

         The Company has not  declared or paid any  dividends  to the holders of
its Common Stock, Series A Preferred Stock or Series B Preferred Stock.

                                   MANAGEMENT

         Directors, Executive Officers and Other Key Employees.

         The Company's  directors,  executive officers and key employees,  as of
March 30, 1998, and their  respective  ages and positions with the Company,  are
set forth below in tabular form. Biographical  information on each person is set
forth following the tabular information.  With the exception of Lance D'Ambrosio
and Troy D'Ambrosio, who are brothers, there are no family relationships between
any of the  Company's  directors or executive  officers.  As of the date of this
report, the Company's board of directors is comprised of eight members,  each of
whom is elected for a term of one year.  Executive  officers  are chosen by, and
serve at the discretion of, the board of directors:
<PAGE>


       Person          Age                      Position
   Lance D'Ambrosio     40        President, Chief Executive Officer
                                  and Director
   Paul Gadzinski       43        Executive Vice President
   William Levan        44        Senior Vice President of Engineering
   Donald Williams      37        Vice President of Latin American Operations
                                  and Director
   E. Andrew Lowe       53        Vice President of Finance, Director
   Anthony Sansone      33        Secretary and Treasurer
   Troy D'Ambrosio      37        Director
   George Sorenson      43        Director
   Gaston Acosta-Rua    33        Director
   Jorge Fucaraccio     54        Director
   Peter Schiller       63        Director

         Lance  D'Ambrosio -- Mr.  D'Ambrosio is the President,  Chief Executive
Officer and  Director of the  Company,  and holds  other  executive  officer and
director positions in the Company's subsidiaries and affiliates.  Mr. D'Ambrosio
has been involved in the  telecommunications  business for the last seven years.
Mr. D'Ambrosio is responsible for the Company's acquisitions, strategic planning
and mergers, and is responsible for all financing plans for the Company. Between
1992 and 1997 Mr.  D'Ambrosio  served as the President,  Chief Executive Officer
and a Director  of TTI,  acted as the  President  and a Director of WHI and held
executive offices and/or director positions in WHI's subsidiaries.  Between 1987
and 1992,  Mr.  D'Ambrosio  was the President of Bridgeport  Financial,  Inc., a
holding company that acquired a full-service broker/dealer securities operation,
which was  primarily  involved in raising  venture  capital for  investments  in
high-tech companies. Mr. D'Ambrosio holds a Bachelor of Science in Marketing and
Management from the University of Utah, which he received in 1979.

         Paul Gadzinski -- Mr.  Gadzinski is the Executive Vice President of the
Company.  Between 1994 and 1997, Mr. Gadzinski also served as Vice President for
Market  Development for TTI and as Vice President of Marketing for WHI.  Between
1989  and  1994,  Mr.  Gadzinski  served  as  Director  of  Marketing,  and  was
subsequently  promoted to Vice President and General  Manager,  of Cross-Country
Wireless  Cable,  a 40,000 plus  subscriber  wireless  multi-channel  television
system located in Riverside,  California,  that was acquired by Pacific  Telesis
Group.  Between 1985 and 1989,  Mr.  Gadzinski  was the  Marketing  Director and
Operations Manager of Cable Vision International,  a traditional cable operation
located in Luquillo, Puerto Rico (which now does business as TCI Cable Vision of
Puerto Rico, Inc.). Mr. Gadzinski  attended  Santiago  Community College with an
emphasis in small business management.
<PAGE>

         William  Levan - Mr.  Levan  joined the  Company in March,  1998 as its
Senior Vice President of Engineering. Between July of 1997 and February of 1998,
Mr. Levan acted as the  Director,  Applications  Hybrid  Networks in  Cupertino,
California,  where he was responsible for pre-sales support of its hybrid series
2000 broadband modem system.  Between 1994 and July of 1997, he was the Director
of Hardware  Engineering for Hybrid Networks in Cupertino,  California.  Between
1991 and August of 1994,  Mr.  Levan was the Chief  Technology  Engineer for the
Foothill College District in Cupertino,  California where he was responsible for
the design and supervised  installation  of the district wide  broadband  voice,
video and data  network.  Mr.  Levan  attended  Ohio  State  University  with an
emphasis in Electrical Engineering.

         Donald  Williams  -- Mr.  Williams  joined the  Company in 1997 as Vice
President  of Latin  American  Operations  and also  serves as a  Director.  Mr.
Williams has six years of senior management and wireless communications business
development  experience in Venezuela.  In 1992, Mr. Williams founded  Centurion,
and applied for and was granted the concession for the 28 GHz frequency band for
Venezuela. Mr. Williams was responsible for building out the world's first fully
commercial multi-channel television system utilizing LMDS in Caracas, Venezuela.
In 1990, Mr. Williams  co-founded  CARESA,  a technical  systems  integrator and
manufacturer's  representative to the Venezuelan  petroleum  industry located in
Maracaibo,  Venezuela. Mr. Williams obtained a Bachelors Degree in international
business  administration  from  Schiller  International  University  located  in
London, England in 1983.

         E. Andrew Lowe -- Mr. Lowe serves as Vice President of Finance and as a
Director of the  Company.  Since 1992,  Mr. Lowe has also served as an Executive
Officer and a Director of TTI, and held Executive Officer or Director  positions
in TTI's and its affiliates'  subsidiaries.  Between 1966 and 1992, Mr. Lowe was
an employee of Citicorp,  most  recently  serving as Director of  Marketing  and
Customer Relations for the Real Estate Investment  Advisory  Division,  where he
was the interface  between  pension funds,  insurance  companies,  international
investment agencies and Citibank.

         Anthony  Sansone -- Mr.  Sansone is the  Secretary and Treasurer of the
Company and serves as its  Controller.  Between  1993 and 1997,  he was also the
Treasurer and  Controller  of TTI and,  during 1996 served as a director of WHI.
During 1993 and 1994, Mr. Sansone was the Controller, Secretary and the Director
of  Shareholder  Relations  for  Paradigm  Medical  Industries,  Inc.,  a public
manufacturer of ophthalmic  cataract removal  devices.  During 1992 and 1993, he
was the Assistant Controller of HGM Medical Lasers, Inc., which manufactures and
sells  surgical and dental  lasers.  Between 1988 and 1992,  Mr. Sansone was the
Assistant to the Vice  President of Public  Relations  and the  Assistant to the
Chairman of the Board of Directors for American Stores  Company,  a large retail
grocery and drugstore  chain.  Mr. Sansone received a Bachelor of Science degree
in  Accounting  from Utah  State  University  in 1988 and a Master  of  Business
Administration degree from the University of Utah in 1991.
<PAGE>

         Troy D'Ambrosio -- Mr. D'Ambrosio is a Director of the Company. Between
1993 and 1996 he served as Vice President of Administration and as a Director of
TTI and also  served in  executive  positions  and as a director  of WHI and its
subsidiaries  Since September 1996, Mr.  D'Ambrosio has served as the Manager of
Mutual Fund  Operations  for Wasatch  Advisors,  Inc., a  registered  investment
advisory  firm,  which manages  approximately  $1 billion  dollars in separately
managed  accounts  and a family of six mutual  funds.  Between  July of 1992 and
November of 1993, Mr.  D'Ambrosio was a Vice President and a partner in a public
relations firm  specializing  in legal,  economic and  government  relations for
business.  Between 1985 and 1992, Mr. D'Ambrosio was with American Stores,  most
recently as Vice President of Corporate Communications and Government Relations.
Mr. D'Ambrosio  received a Bachelor of Arts degree in Political Science from the
University of Utah in 1982.

         Gaston  Acosta-Rua - Mr.  Acosta-Rua is a Director of the Company.  Mr.
Acosta-Rua  has  spent the last 8 years in the  private  equity  investment  and
management  sector in Latin America,  primarily as a Director of FondElec Group,
Inc. Before joining  FondElec,  Mr.  Acosta-Rua worked for and helped create the
Latin American Group for Chemical Venture Partners and was previously an officer
with the Chemical Bank Debt/Equity Group, which was responsible for managing the
combined Chemical Bank Manufacturers Hannover portfolio of Latin American equity
investments.  Before  working for  Chemical  Bank,  Mr.  Acosta-Rua  worked as a
consultant  to the  Brookings  Institute  in  Washington,  D.C.  Mr.  Acosta-Rua
received a Juris  Doctorate  from the George Mason School of Law in 1991,  and a
Bachelor of Arts Degree in Computer  Science and Finance from Furman  University
in 1987.

         George  Sorenson -- Mr.  Sorenson is a Director of the Company and also
served as a Director of TTI. Mr. Sorenson is a Principal in FondElec Group, Inc.
which,  together with its affiliates,  invests in energy and electricity markets
in Latin American,  and advises United States  corporations on their investments
in that  area.  FondElec  is a  shareholder  in the  Company  and  holds  45% of
LatinCom.  Between 1990 and 1992,  Mr.  Sorenson was the  Associate  Director of
Bear,  Sterns  &  Co.,  Inc.  where  he  was  principally  responsible  for  its
international  investment  banking  in the  far  east  and  coordinated  product
development,  marketing and account  coverage for Japanese  accounts in New York
and Tokyo.  Between  1983 and 1990,  Mr.  Sorenson  worked for Drexel  Burnham &
Lambert,  Inc., most recently as a Senior Vice President in Tokyo,  Japan, where
he managed  the  company's  high yield bond  operations  in Asia.  Mr.  Sorenson
received a Bachelor of Arts  degree in Finance  from the  University  of Utah in
1979  and a  Masters  in  International  Business  Management  in 1981  from the
American Graduate School of International Management.

         Jorge Fucaraccio - Mr.  Fucaraccio is a Director of the Company.  Since
1994, Mr.  Fucaraccio has been an advisor to Petrolera  Argentina San Jorge S.A.
and Bolland S.A., Argentinean corporations, in software engineering applications
related to oil  production and data  communications.  Between 1989 and 1991, Mr.
Fucaraccio  worked  as the  National  Director  of  Technology  at the  National
Institute  of  Industrial  Technology  in Argentina  (the  "INTI")  where he was
responsible for managing all technical  departments and research  centers of the
INTI, including its communications,  software engineering, energy, mechanics and
building  technologies  research  departments.  Between 1982 and 1988,  he was a
member of the Board of Advisors at the  Ministry of Science and  Technology  and
the Ministry of Energy in Argentina.  During this period, he was responsible for
the  creation of a number of research  centers and  directed  several  technical
governmental  missions  between the  government  of Argentina  and  countries in
Europe and Asia.  Between  1978 and 1985,  Mr.  Fucarracio  was a director of an
energy  transmission and solar energy utilization  research program sponsored by
the Organization of American  States.  Mr.  Fucaraccio  received a Licentiate in
Physical  Sciences from the Buenos Aires University in 1970. He has also served
as "guest  worker"  at the  National  Institutes  of  Standards  and  Technology
(formerly  the  National  Bureau of  Standards)  in Maryland  under a fellowship
sponsored by the United Nations.  Mr.  Fucarracio  also conducted  post-graduate
research activities at the Technical University of Denmark (Lyngby).
<PAGE>

         Peter Schiller - Mr. Schiller is a Director of the Company. Since 1993,
Mr.  Schiller  has been  employed by Bolland S.A and its  affiliates,  Petrolera
Argentina  San  Jorge  S.A.  and OEA  Services,  all of  which  are  Argentinean
corporations  engaged in oil and gas services,  where he currently serves as the
Director of New Business  Development.  Between 1976 and 1993, Mr. Schiller held
general  management  positions  in the  heavy  electromechanical  manufacturing,
automotive components and non-ferrous metals industries.  Between 1961 and 1975,
Mr.  Schiller  held a number of product  design and quality  control  management
positions in the  electrical,  automotive and tractor  industries.  Mr. Schiller
received a degree in  Electrical  Engineering  from the  University of La Plata,
Argentina  in 1961 and  pursued a three year,  post-graduate  course in Business
Management  in  1971 at the  Argentine  Catholic  University  in  Buenos  Aires,
Argentina.  In 1993, Mr. Schiller conducted post-graduate studies in oil and gas
specialization at the Argentine Catholic University in Buenos Aires.

         The  Company  has also  engaged  the  services  of Brian  Reynolds on a
consulting  basis and to oversee the Company's  operations in its various Market
Countries.  Between 1994 and 1998, Mr. Reynolds was the Chief Operating  Officer
of WHI, a joint  venture  entity  between TTI and  Videotron,  USA. As the Chief
Operating  Officer of WHI, Mr. Reynolds was primarily  responsible for the start
up of its high speed data and television  services and launched three  operating
systems  servicing  30,000  customers.  Between 1989 and 1994, Mr. Reynolds held
senior  telecommunications  industry  management  positions,   including  senior
management positions with a Sacramento, California-based cable television system
serving over 150,000 subscribers.  Mr. Reynolds received a Bachelors Degree from
Rutgers University with an accounting concentration in 1979.

         The Company is currently  negotiating  with Mr. Reynolds  regarding his
employment as the Company's President and Chief Operating Officer.  There can be
no assurance  that the Company will enter into an  employment  contract with Mr.
Reynolds as its President and Chief Operating Officer or any other position.

         The  Board  of  Directors  has  two  standing  committees,   the  Audit
Committee,  and the  Compensation  Committee.  The Audit  Committee is primarily
charged  with the review of  professional  services  provided  by the  Company's
independent  auditors,  the  determination of the independence of such auditors,
the annual  financial  statements  of the  Company and the  Company's  system of
internal  accounting  controls.  The Audit  Committee  also  reviews  such other
matters  with  respect  to the  accounting,  auditing  and  financial  reporting
practices and procedures of the Company as it may find  appropriate or as may be
brought to its  attention.  Messrs.  Fucaraccio,  Sorensen and Lowe serve as the
members of the Audit Committee.  The Compensation  Committee is charged with the
responsibility of reviewing executive salaries, administering bonuses, incentive
compensation  and stock option plans of the Company,  and approving the salaries
and other benefits of the executive  officers of the Company.  The  Compensation
Committee  also  consults with the Company's  management  regarding  pension and
other benefit plans,  and the Company's  compensation  policies and practices in
general. Messrs. Fucaraccio,  Sorensen and Lance D'Ambrosio serve as the members
of the Compensation Committee.
<PAGE>

Director Compensation

         Directors do not receive cash  compensation for serving on the Board of
Directors or any committee of the Board,  or for any other services  rendered to
the Company in their capacity as director of the Company, but are reimbursed for
expenses they incur in connection with attending Board or committee meetings.

Executive Compensation

         The following table  summarizes the  compensation  paid to or earned by
the Company's  Chief  Executive  Officer and four other most highly  compensated
executive officers whose total salary and bonus exceeded $100,000 (collectively,
the "Named Executive  Officers") during the fiscal year ended December 31, 1997.
During the fiscal years ended December 31, 1996 and 1995,  none of the Company's
officers received any cash compensation,  bonuses,  stock  appreciation  rights,
long-term  compensation,  stock  awards or long-term  incentive  rights from the
Company,  although during 1996 Paul Gadzinski received options to acquire shares
of TIC, which were subsequently assumed by and converted into options to acquire
shares of the  Company's  Series A Preferred  Stock in  connection  with the TIC
Transaction.  The options were  granted to Mr.  Gadzinski  in  consideration  of
services he  performed on behalf of TIC.  The options  were  cancelled,  without
being exercised, in December 1997.

                                                Summary Compensation Table

                                              Annual Compensation   Other Annual
 Name and Principal Position                  Salary      Bonus  Compensation(1)
-----------------------------                -------     -------  --------------
Lance D'Ambrosio                            $165,000(2)   $  6,875   $ 13,800(3)
                                  
    Chief Executive Officer
    and Director

                                  
Donald Williams                             $102,857(4)   $ 17,143   $  6,000
    Vice President of Latin American
    Operations and Director

                                  
Paul Gadzinski                              $105,000(5)   $  2,500   $  6,000
    Executive Vice President

                                  
E. Andrew Lowe                              $100,000(6)    $ - 0 -   $  6,000
    Vice President of Finance and
    Director
<PAGE>
<TABLE>
<CAPTION>

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

(1)   Represents full year premiums on group term life insurance and medical and
      dental insurance.
(2)   Reflects full year base salary.  Mr. D'Ambrosio became a salaried employee
      of the Company on August 1, 1997.
(3)   Includes an automobile allowance of $7,800.
(4)   Reflects full year base salary. Mr. Williams became a salaried employee of
      the Company on August 13, 1997. The bonus amounts  payable to Mr. Williams
      are benefits pursuant to Venezuela employment law.
(5)   Reflects full year base salary.  Mr. Gadzinski became a salaried  employee
      of the Company on August 1, 1997.
(6)   Reflects full year base salary. Mr. Lowe became a salaried employee of the
      Company on August 1, 1997.

Stock Option Grants

         The  following  table  provides  information  relating to stock options
awarded to each of the Named  Executive  Officers  during the fiscal  year ended
December 31, 1997. The only options granted to Named  Executive  Officers by the
Company were options to acquire Series A Preferred Stock.


                                                 Series A Preferred Stock
                                             Option Grants in Last Fiscal Year

                                                     Individual Grants                  Potential Realizable
                                       ----------------------------------------------
                                       Percent of Total                               Value at Assumed Annual
                       --------------   Options Granted   ------------  ------------       Rate of Stock
                         Number of      to Employees in                                  Appreciation for
                         Underlying     Fiscal Year (1)     Exercise                       Option Term(3)
                                                                                       ------------------
        Name              Options                          Price Per     Expiration   ------------------------
                        Granted (#)                        Share (2)        Date         5%($)        10%($)
<S>                        <C>                <C>            <C>            <C>         <C>          <C>     
Paul Gadzinski             17,130             19%            $2.25          2001        $156,895     $166,203
E. Andrew Lowe             34,260             39%            $2.25          2001        $313,792     $332,405



-----------------------
(1)  Based on options  for an  aggregate  of 88,220  Series A  preferred  shares
     granted during the fiscal year ended December 31, 1997.
(2)  On the date of the grant of the options for the Series A preferred  stocks,
     the Board of Directors of the Company  estimated that the fair market value
     of that stock was $10.86.
(3)  Potential  realizable  value is based on the  assumption  that the Series A
     Preferred  Stock  of the  Company  appreciates  at the  annual  rate  shown
     (compounded  annually)  from the date of grant until the  expiration of the
     option  term.  These  numbers  are  calculated  based  on the  requirements
     promulgated by the  Securities  and Exchange  Commission and do not reflect
     the Company's estimate of future stock price growth.

Fiscal Year-End Option Value

         The following table provides information regarding the number and value
of options held by the Named Executive Officers on December 31, 1997.

                                             Number of Securities                     Value of Unexercised
                                            Underlying Unexercised           ---------------------------------------
                                                  Options at                              In-the-Money
                                             Fiscal Year-End (#)                           Options at
                                                                                     Fiscal Year-End (#) (1)
              Name                     Exercisable         Unexercisable        Exercisable         Unexercisable
----------------------------------
<S>                                      <C>                     <C>              <C>                     <C>
Paul Gadzinski                           17,130                 -0-               $147,590               -0-
E. Andrew Lowe                           34,260                 -0-               $295,179               -0-

</TABLE>

----------------------
(1) For  purposes of  determining  the values of the  options  held by the Named
Executive  Officers,  the Company  assumed  that the Series A  Preferred  Shares
underlying  the options had a value of $10.86 per share on  December  31,  1997,
which is the  estimated  fair market value the Board of Directors  attributed to
that stock in November  1997 in  connection  with the FondElec  Transaction  and
Petrolera  Transaction.  The option value is based on the difference between the
fair market value of such shares on December 31, 1997,  and the option  exercise
price per share, multiplied by the number of shares subject to the options.
<PAGE>

Employment Agreements

         As  of  March  31,  1998,  the  Company  had  entered  into  employment
agreements with several of its key officers, including Lance D'Ambrosio, William
Levan,  Donald Williams and E. Andrew Lowe. The agreements have initial terms of
one to three  years.  Under the  agreements,  the employee is entitled to a base
salary  ($165,000  in the case of Mr.  D'Ambrosio,  $120,000  in the case of Mr.
Levan,  $102,857 in the case of Mr.  Williams,  and  $100,000 in the case of Mr.
Lowe),  plus  incentive  bonuses (as  determined by the Board of Directors)  and
standard  benefits  such as  health  and life  insurance  and  reimbursement  of
reasonable  expenses.  Under Mr.  Williams'  contract,  he is also  entitled  to
additional  payments (in the approximate amount of two month's  compensation) as
required under Venezuelan law.

         In general,  the employment contracts may be terminated only for cause,
which  is   defined   in  the   agreements   as   willful   misconduct,   fraud,
misappropriation,  embezzlement,  and similar  unlawful  acts. In addition,  the
employee  can  terminate  the  contract on 180 days  notice.  If the contract is
terminated  without cause, the employee is entitled to receive  severance pay in
an amount  equal to the lesser of six  month's pay or the  remaining  amount due
under the contract The contracts also contain  non-competition  provisions which
the Company believes are consistent with industry practice.  The Company intends
to enter into employment agreements with all of its officers and key employees.

Certain Litigation

         Certain of the Company's officers and directors have acted (and, in the
case of Mr. Lowe,  currently act) as executive officers or directors of TTI. See
"Management  -  Directors,  Executive  Officers  and  Other Key  Employees."  In
December  1997,  TTI filed a petition  under  Chapter  11 of the  United  States
Bankruptcy  Code in connection  with the defense and  prosecution  of litigation
claims  relating to the  termination by Pacific Telesis Group and its affiliates
of their agreement to acquire TTI's United States network rights.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  following  information   summarizes  certain  transactions  either
engaged in by the Company  during the past two years,  or proposed to be engaged
in by the Company, involving its executive officers,  directors, 5% stockholders
and immediate family members of those persons:
<PAGE>

LatinCom, Inc.

         The Company is a shareholder  in LatinCom.  LatinCom was formed for the
purpose of acquiring, owning and operating  telecommunications networks in Peru,
Brazil and Mexico (the "LatinCom  Markets") and with the intent of  capitalizing
on certain proprietary relationships,  contracts and information relating to the
telecommunications  industry  that were  developed  by FondElec in the  LatinCom
markets.  Two of the members of the Company's  board of directors are principals
of FondElec.

         The  Company  and  FondElec  believed  that,  by  combining  FondElec's
proprietary  relationships  and  information  with the  Company's  expertise  in
wireless  telecommunications  networks,  they could more easily and economically
acquire  and  exploit  rights to  telecommunications  networks  in the  LatinCom
Markets.

         Upon the  formation  of  LatinCom,  each of the  Company  and  FondElec
contributed   to  LatinCom  their   interests  in  wireless   telecommunications
development  activities and rights  relating to the country of Peru. The Company
believes  that its rights,  and the rights  contributed  by  FondElec,  had only
nominal value.  Both the Company and FondElec,  however,  have agreed to loan to
LatinCom,   on  a  continuing  basis,  amounts  sufficient  to  fund  LatinCom's
operations.  To date,  neither  party has  advanced  any amounts to LatinCom and
LatinCom has not engaged in any active business operations. In order to maintain
FondElec's and the Company's equal positions in LatinCom, any loans will be made
50% by FondElec and 50% by the  Company.  If either party fails to fund its loan
obligations, that party's interest in LatinCom would be subject to dilution.

         There can be no assurance  that LatinCom will not attempt to develop or
acquire wireless or other telecommunication rights in other countries, including
countries in which the Company has or may acquire  network  rights or enter into
negotiations  for those rights.  Further,  because  FondElec is a shareholder in
both the Company and LatinCom, and because certain officers and directors of the
Company who own interests in LatinCom will also have input in the  management of
the  Company,  conflicts  may arise  between the  interests  of LatinCom and the
Company.  There can be no  assurance  that those  conflicts  will be resolved in
favor of the  Company,  although the Company  anticipates  that its officers and
directors  will attempt to resolve any such  potential  conflicts in  accordance
with their fiduciary duties to the Company.

Services Agreement

         On  January  1,  1997,  TIC  entered  into a  services  agreement  (the
"Services Agreement") with Bridgeport Financial, Inc. ("Bridgeport"),  an entity
which has experience in negotiating and acquiring  telecommunications  rights in
emerging growth countries and which has, in the Company's  opinion,  significant
proprietary contacts in the telecommunications  industries and network rights in
those  countries.  The principal of Bridgeport is the father of Lance D'Ambrosio
and Troy D'Ambrosio,  officers and directors of the Company.  Under the terms of
the  agreement,  TIC retained  Bridgeport to provide TIC with advisory and other
services   relating   to   the   acquisition,   ownership   and   operation   of
telecommunications  services in Central and South  America,  Europe and Asia. In
consideration for these services, TIC agreed to pay Bridgeport,  on a continuing
basis  and in  arrears,  an  amount  equal to (i) two  percent  of the first $50
million of TIC's  gross  annual  revenues,  and (ii) one  percent of TIC's gross
annual  revenues in excess of $50 million from all sources.  The minimum  amount
payable  to  Bridgeport  Financial  in the first  contract  year,  however,  was
$150,000.  The Services Agreement replaces a prior consulting services agreement
between  Bridgeport  and TIC under which TIC was  obligated to pay  Bridgeport a
specified  dollar amount per month.  For purposes of calculating the amounts due
under the Services  Agreement,  the gross annual  revenues of TIC include all of
the  revenues  of its parent or  subsidiaries,  and its  parent's  subsidiaries,
provided  that if any  subsidiary  is not held  100% by TIC or its  parent,  the
revenue of that  subsidiary  is attributed to TIC only to the extent of TIC's or
its parent's  ownership of that  subsidiary.  The agreement  contains a specific
exclusion  for any  gross  revenues  attributed  to TIC from the  operations  of
wireless communication rights in New Zealand and Park City, Utah.
<PAGE>

         The term of the Services  Agreement is five years, and it automatically
renews for successive periods of one year unless either party notifies the other
of its  election  not to renew the  agreement at least 60 days before the end of
the current  term.  The agreement can be terminated at any time by TIC if, among
other  things,  Bridgeport  fails or refuses to  perform  or  Bridgeport  or its
principal is charged with or convicted of any felony.

         During the term of the agreement and for a period of one year after its
termination,  Bridgeport has agreed not to enter into any business operations in
direct or indirect competition with the business of TIC or in any current market
of TIC. The Services  Agreement is binding upon any successor or assignee of TIC
and,  as a  result  of the  TIC  Transaction,  the  provisions  of the  Services
Agreement  apply to the gross  revenues  generated by TIC, the Company and their
respective subsidiaries.

TIC Transaction

         In February, 1997, a wholly-owned subsidiary of the Company merged with
and into TIC. TIC was the surviving  entity in the  transaction.  Certain of the
shareholders  of TIC also serve as officers and  directors  of the  Company.  In
addition,  the father of the Company's president was the majority shareholder of
TIC and, as a result of the TIC Transaction, currently holds approximately 54.6%
of the Company's voting power on a fully-diluted  common stock equivalent basis.
See "Principal Stockholders" below. In connection with the TIC transaction,  the
Company assumed an  interest-bearing  note in the amount of $180,281 due to an
entity controlled by the father of the Company's  president.  As of December 31,
1997,  $138,129 plus accrued  interest of $50,820 were  outstanding on the loan.
See "Business Description of the Company's Business."

CVV Transaction

         In August  1997,  the  Company  acquired a 68.14%  interest  in CVV. In
November 1997,  the Company  acquired an additional 10% of CVV (and an option to
purchase  the  balance of CVV  through  November  2000).  The  Company  has also
acquired an approximately 8.5% interest in Centurion. An officer and director of
the Company was a former  principal  (either directly or through his affiliates)
in CVV and Centurion.  For a more detailed  description of the CVV  Transaction,
see the section  entitled  "Business - Description  of the Company's  Business -
Market Country Networks" above.

Petrolera Transaction

         In August 1997,  in  connection  with the  Petrolera  Transaction,  the
Company and  Petrolera  formed WCIA for the purpose of pursuing  and  developing
network  rights  in  Argentina.  WCIA  is  held  80% by the  Company  and 20% by
Petrolera.  See  "Business  -  Description  of the  Company's  Business - Market
Country  Networks." In  connection  with the  Petrolera  Transaction,  Petrolera
loaned  $2.1 to the  Company on a short  term  basis.  The loan was repaid  when
Petrolera  converted the outstanding  principal and accrued  interest as partial
satisfaction  of its  obligations  to pay for its  shares  under  the  Petrolera
Transaction  documents.  See the Company's  report on Form 10-QSB for the period
ended September 30, 1997 for a more detailed discussion of the short term loan.
<PAGE>

FondElec Transaction

         Effective November 1997, the Company executed an agreement for the sale
of shares of the Company's  common stock and Series A Preferred Stock to certain
affiliates of FondElec in the FondElec Transaction.
"Business - Description of the Company's Business - Company Background."

Pacific Mezzanine Fund, L.P.

         In June,  1996, TTI borrowed $2.5 million from Pacific  Mezzanine Fund,
L.P.,  an  unrelated  party.  The terms of the loan  allowed  TTI to loan to the
Company,  pursuant to a separate  loan  commitment,  up to  $1,000,000  from the
Pacific Mezzanine Fund, L.P. loan proceeds.  Interest on the outstanding balance
of the loan between TTI and the Company accrues at the rate of 8% per annum, and
all outstanding  principal and interest are due and payable in full on August 1,
2001. As of December 31, 1997,  $996,707  plus accrued  interest of $133,953 was
outstanding on the loan.

Separation Liability

         The Company has a current liability to an entity owned by the father of
the  president  of the Company in the amount of $100,000  for a  commitment  fee
related to its investment  that secured the New Zealand  Channel rights prior to
TTI's  involvement  in New  Zealand.  The  Company  assumed  this  liability  in
connection with the Separation.


                             PRINCIPAL STOCKHOLDERS

         The following table describes the beneficial ownership, as of March 31,
1998,  of the  Company's  Common  Stock,  Series A Preferred  Stock and Series B
Preferred  Stock  by  (i)  each  stockholder  known  by  the  Company  to be the
beneficial  owner of more than 5% of the  outstanding  shares  of Common  Stock,
Series A Preferred Stock or Series B Preferred Stock, (ii) each director,  (iii)
each executive officer and (iv) all directors and executive officers as a group.
Unless otherwise indicated,  each such person (alone or with family members) has
voting and  dispositive  power of the shares listed opposite such person's name.
The offices and positions shown in parentheses  after the name of certain of the
persons  shown  below  state the current  offices  and  positions  held by those
persons in the  Company's  management.  Unless  otherwise  indicated,  each such
person  (either alone or with family  members) has been deemed to have authority
or dispositive power of the shares listed:
<PAGE>

    Name and Address of                              Number of     Percentage of
    Beneficial Owners            Class                Shares          Class(1)

George D'Ambrosio                   Common              471,291(2)        5.74%
  5451 South 1410 East              Series A Preferred 1,192,872(2)      36.62%
  Salt Lake City, Utah              Series B Preferred       -0-            *

FondElec Group, Inc.(3)             Common              2,115,837      25.77%
  333 Ludlow Street                 Series A Preferred    625,126      19.19%
  Stamford, Connecticut             Series B Preferred      -0-           *

Petrolera Argentina San Jorge,S.A   Common               1,500,000      18.27%
  Peron 925 Piso 5(degree)(1038)    Series A Preferred     609,709      18.72%
  Buenos Aires, Argentina           Series B Preferred       -0-          *

Lance D'Ambrosio                    Common                 290,533(4)    3.54%
  (Chief Executive                  Series A Preferred     359,660(4)   11.04%
  Officer, Director)                Series B Preferred        -0-          *
  3276 E. Almira Court
  Salt Lake City, Utah

Paul Gadzinski                       Common                  24,249      *
  (Executive Vice President)         Series A Preferred      17,130(5)   *
  6649 Wintertree Dr.                Series B Preferred         -0-      *
  Riverside, California

Donald Williams(6)                   Common                  855,556      10.42%
  (Vice President, Latin America     Series A Preferred         -0-      *
  Operations, Director)              Series B Preferred      231,490      65.24%
  7 Winter Wheat
  The Woodlands, Texas

E. Andrew Lowe                       Common                   87,328       1.06%
  (Vice President, Finance and       Series A Preferred       34,260(7)    1.05%
  Director                           Series B Preferred          -0-         *
  1590 Sandpoint Drive
  Roswell, Georgia

Anthony Sansone                      Common                    4,850      *
  (Secretary/Treasurer)              Series A Preferred       57,092(8)    1.75%
  3692 South 645 East                Series B Preferred         -0-       *
  Salt Lake City, Utah

George Sorenson(9)                   Common                    14,145      *
  (Director)                         Series A Preferred           -0-      *
  12 Fairgreen Lane                  Series B Preferred           -0-      *
  Old Greenwich, Connecticut

Troy D'Ambrosio                      Common                    33,096      *
  (Director)                         Series A Preferred       199,811     6.13%
  2914 Nila Way                      Series B Preferred          -0-       *
  Salt Lake City, Utah

Gaston Acosta-Rua(10)                Common                        -0-      *
  (Director)                         Series A Preferred            -0-      *
  4 Memory Lane                      Series B Preferred            -0-      *
  Rowaytoa, Connecticut

Jorge Fucaraccio(11)                 Common                        -0-      *
  (Director)                         Series A Preferred            -0-      *
  Peron 925 Piso 5(degree)(1038)     Series B Preferred            -0-      *
  Buenos Aires, Argentina

Peter Schiller (12)                  Common                        -0-      *
  (Director)                         Series A Preferred            -0-      *
  Peron 925 Piso 5(degree)(1038)     Series B Preferred            -0-      *
  Buenos Aires, Argentina

All directors and officers as a      Common                    1,309,757  15.95%
  group (11 persons)(13)             Series A Preferred          667,953  20.51%
                                     Series B Preferred          231,490  65.24%
-----
*Less than 1%
<PAGE>

         1 Based on  8,209,900  outstanding  shares of Common  Stock,  3,257,490
outstanding shares of Series A Preferred Stock and 354,825 outstanding shares of
Series B Preferred  Stock.  The inclusion  herein of any shares as  beneficially
owned does not constitute an admission of beneficial  ownership of those shares.
Unless  otherwise  indicated,  each person listed has sole investment and voting
power with respect to the shares  listed.  In  accordance  with the rules of the
Securities and Exchange  Commission,  each person is deemed to beneficially  own
any shares  issuable  upon  exercise of share  options or warrants  held by such
person that are currently  exercisable or that become exercisable within 60 days
after March 31, 1998.

         2 Includes  shares held in the name of Mr.  D'Ambrosio  and held in the
name of entities over which Mr. D'Ambrosio has voting and/or beneficial  control
and for which he does not disclaim  beneficial  ownership.  Also includes shares
held by Mr. D'Ambrosio as nominee for a general  partnership whose other partner
is Mr.
D'Ambrosio's son, Lance D'Ambrosio.

         3 Reflects  shares held by FondElec  Group,  Inc.  and its  affiliates,
including  FondElec  Essential Services Growth Fund, L.P. and Pegasus Fund, L.P.
(collectively,   "FondElec").  Includes  options  to  acquire  15,417  Series  A
Preferred  Shares and Warrants to acquire  615,837 common shares.  The number of
Series A Preferred  Shares subject to the option is subject to adjustment if the
Company engages in certain fundamental corporate transactions.

         4 Includes shares held in the name of Mr. D'Ambrosio and shares held in
the name of entities  over which Mr.  D'Ambrosio  has voting  and/or  beneficial
control  and for  which  he does not  disclaim  beneficial  ownership.  Does not
include shares held by Mr.  D'Ambrosio's  father as nominee for a partnership in
which Mr. D'Ambrosio is a 50% partner.

         5  Includes options to acquire 17,130 Series A preferred shares.

         6 Mr. Williams is a principal of Caribbean  Comunicaciones Group, which
holds a portion  of the  shares of Common  Stock and  Series B  Preferred  Stock
shown. Mr. Williams does not disclaim  beneficial interest in the shares held by
Caribbean Comunicaciones Group.

         7  Includes options to acquire 34,260 Series A preferred shares.

         8 Shares  shown are held by a limited  liability  company for which Mr.
Sansone  acts as managing  member.  Mr.  Sansone  does not  disclaim  beneficial
ownership of such  shares.  Also  includes  options to acquire  17,130  Series A
preferred shares.

         9 Mr.  Sorenson is a principal  of  FondElec.  Mr.  Sorenson  disclaims
beneficial interest in the shares held by FondElec.

         10 Mr. Acosta-Rua is a principal of FondElec.  Mr. Acosta-Rua disclaims
beneficial interest in the shares held by FondElec.

         11 Mr. Fucaraccio is an officer of Petrolera.  Mr. Fucaraccio disclaims
beneficial  interest in the shares held by Petrolera.

         12 Mr.  Schiller is an officer of  Petrolera.  Mr.  Schiller  disclaims
beneficial  interest in the shares held by Petrolera.

         13 Includes  options to acquire  83,937  Series A Preferred  Shares and
warrants to acquire 615,837 shares of Common Stock.
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF CERTAIN RELEVANT FACTORS

         The  following  information  should  be read in  conjunction  with  the
Consolidated  Financial  Statements  and Notes  thereto and the other  financial
information appearing elsewhere in this report.

Overview

         The   Company   was  formed  to  provide   high   quality,   low  cost,
telecommunications  services  to  subscribers  in emerging  markets  outside the
United States. The Company owns a 78.14% interest in CVV, which has the right to
exploit  the  network  rights  held by  Centurion  in  Venezuela.  That  network
currently  provides service to approximately 900 subscribers.  In addition,  the
Company  has  interests  in seven other  entities  that either hold the right to
operate  wireless  telecommunications  systems  or have the right to manage  and
exploit wireless  telecommunications  rights held by other parties: (i) an 8.46%
interest in  Centurion,  the entity that holds the network  rights in Venezuela,
(ii) a 94.9% interest in AITS,  which holds license and lease rights for the New
Zealand network, (iii) a 70% interest in Wireless Guatemala, a corporation which
has been formed to acquire and operate network rights in Guatemala,  (iv) a 100%
interest  in TISA,  a  corporation  that has the right to manage  and  operate a
network in Costa Rica, (v) a 90% interest in Wireless Panama,  which will act as
the operating  company for the network in Panama,  (vi) an 80% interest in WCIA,
which  holds a value  added  license to provide  telecommunications  services in
Argentina,  and (vii) a 100% interest in TWTV, a corporation  that holds network
rights and a lease  transmitter in Park City,  Utah. The Company also owns a 45%
interest in LatinCom, Inc. ("LatinCom"),  a Delaware corporation that was formed
for the purpose of investing in future wireless  telecommunications  projects in
Peru, Mexico and Brazil.  With the exception of the Company's 78.14% interest in
CVV,  none of the entities in which the Company has an interest (or for which it
holds management rights)  constitutes an operating  wireless  telecommunications
system.

         With the  exception of the  Company's  interest in CVV,  the  Company's
current investments consist of non-operating  wireless projects or channel right
groupings in  under-developed  countries.  Those projects typically have neither
cash flow nor revenue to support  operating  costs,  working  capital or capital
expenditures. In addition, when any such projects become operational, and to the
extent they  generate  positive cash flow,  the  continuing  capital  investment
required to satisfy the  requirements  of those  projects (as well as increasing
operating expenses and working capital requirements)  typically result in little
or no excess  funds being  available  for  distribution  to  shareholders.  As a
result, the Company anticipates that its operating company and development stage
companies  will not pay any cash  dividends or other cash  distributions  to the
Company in the near future.

         Since its inception,  the Company has sustained net losses and negative
cash  flow,  due  primarily  to  start-up   costs,   expenses  and  charges  for
depreciation and amortization of capital  expenditures and intangible assets and
other  costs  related  to  its  acquisition  and  development  of  its  wireless
communications  systems and license  rights.  The Company expects to continue to
experience  negative cash flow through at least 1999,  and may continue to do so
after it develops  and  expands its  wireless  communications  systems,  even if
individual  systems of the Company become  profitable and generate positive cash
flow.
<PAGE>

Accounting Treatment

         The Company's  assets  consist  primarily of two groups -- those assets
the Company acquired as a result of the Separation, and those it acquired in its
transaction  with  TIC.  As  a  result  of  the  TIC  transaction,   the  former
shareholders of TIC obtained (as of February 4, 1997) approximately 87.7% of the
voting power of the  combined  companies  on a common  share  equivalent  basis.
Accordingly,  in  conformance  with  generally  accepted  accounting  principles
("GAAP"),  the  merger  has  been  accounted  for  as a  "reverse  acquisition."
Consistent  with the reverse  acquisition  accounting  treatment,  the financial
statements  presented for the period from  September 27, 1994 (the date of TIC's
inception)  through  December 31, 1997 are the  financial  statements of TIC and
differ  from  the  consolidated   financial   statements  of  Wireless  Cable  &
Communications,   Inc.  and  its  subsidiaries  as  previously   reported.   The
consolidated  financial  statements  presented include the operations of TIC for
the period from September 27, 1994 (date of TIC inception)  through December 31,
1997 and of Wireless Cable &  Communications,  Inc. and its subsidiaries for the
period  February 4, 1997  (effective  date of the  acquisition)  to December 31,
1997.

Results of Operations

         Year ended  December 31, 1997  compared to the year ended  December 31,
1996

         For the year ended  December  31,  1997,  the Company  had  revenues of
$40,186 from the multi-channel video services provided in Caracas,  Venezuela by
CVV, which manages the Venezuelan network. In accordance with GAAP, the revenues
and expenses  for CVV are reported for the period  August 15, 1997 (the date the
Company acquired its initial 68.14% interest in CVV) to December 31, 1997. Prior
to 1997,  the  Company  did not have  revenues.  The cost of  service  for CVV's
revenues was $165,048 for the year ended December 31, 1997.

         Operating expenses for the year ended December 31, 1997 were $3,791,607
compared to $399,620 for 1996, for an increase of $3,391,987.  This increase was
primarily due to stock option compensation  expense and professional fee expense
incurred  by the  Company  in 1997 for  options  granted  below fair  value,  an
increase in general and  administrative  and  professional  fees  related to the
acquisition  of the  Company's  Venezuelan  network  rights  and  the  Petrolera
Transaction and FondElec  Transaction,  and the  depreciation,  amortization and
lease expense from the Company's New Zealand assets and the  Venezuelan  assets.
The Company's  operating  loss was  $3,916,469  for the year ended  December 31,
1997, compared to $399,620 for the year ended December 31, 1996.

         Interest income for the year ended December 31, 1997 was $116,367.  The
Company had no interest income during 1996.  Interest expense increased $784,255
from $22,948 for the year ended December 31, 1996 to $807,203 for the year ended
December 31, 1997. The increase was due primarily to additional interest expense
incurred by the Company under the Notes, which were repaid in November 1997, and
the Warrants, which were issued at a price below fair value.
<PAGE>

         Minority  interest  in loss of  subsidiaries  was  $13,011 for the year
ended  December 31, 1997 and related to the  Company's  New Zealand  subsidiary,
AITS. There was no minority interest prior to 1997.

         As a result of the foregoing, the Company's net loss for the year ended
December 31, 1997 was $4,594,294, compared to $422,568 for 1996, for an increase
of $4,171,726.

         Year ended  December 31, 1996  compared to the year ended  December 31,
1995

         The Company had no revenues or cost of service during 1996 or 1995.

         Operating expenses and operating losses for the year ended December 31,
1996 were $399,620,  compared to $168,719 for 1995, for an increase of $230,901.
The  increase  was due  primarily  to an increase in general and  administrative
expenses and  professional  fees incurred by the Company in conjunction with the
Company's negotiation of certain contracts relating to the networks.

         Interest  expense  increased  $11,896  from  $11,052 for the year ended
December 31, 1995 to $22,948 for the year ended  December 31, 1996. The increase
in interest expense was due primarily to additional interest expense relating to
the Company's borrowings from Bridgeport. See "Certain Relationships and Related
Transactions."

         As a result of the foregoing, the Company's net loss for the year ended
December 31, 1996 was $422,568,  compared to $179,771 for 1995,  for an increase
of $242,797.

Liquidity and Capital Resources

         Since  inception,  the Company has funded its cash  requirements at the
parent  company  level through debt and equity  transactions.  The proceeds from
these transactions were primarily used to fund the Company's  investments in and
acquisition of start-up network  operations,  to provide working capital and for
general  corporate  purposes,  including  the  expenses  incurred in seeking and
evaluating  new  business   opportunities.   The  Company's  foreign  subsidiary
interests  have been  financed by the Company  through a  combination  of equity
investments and shareholder loans.

         As of December 31, 1997,  the Company had current assets of $6,455,282,
compared to $23,680 as of December 31, 1996, for an increase of $6,431,602.  The
increase in current  assets was primarily due to an increase in cash as a result
of the Petrolera Transaction,  and the acquisition of the CVV and Wireless Cable
& Communications, Inc.'s assets.

         The Company had current  liabilities  of  $1,961,413 as of December 31,
1997  compared  to  $438,557  as of  December  31,  1996,  for  an  increase  of
$1,522,856. The increase in current liabilities was due to the assumption by the
Company of the current  liabilities of CVV and Wireless Cable &  Communications,
Inc.  Long term debt  increased  $899,090  from $231,570 at December 31, 1996 to
$1,130,660  at  December  31,  1997.  The  increase  was  due  primarily  to the
assumption  by the  Company of  Wireless  Cable &  Communications,  Inc.'s  note
payable to TTI, and the related accrued interest.
<PAGE>

         The Company's principal sources of funds are its available resources of
cash and cash  equivalents.  At December 31, 1997, the Company had cash and cash
equivalents  of $6.2  million.  On February  25, 1998,  the Company  received an
additional $4.9 million in conjunction with the FondElec Transaction.

         The cash flow  generated  by the  Company's  operations  and  projected
network  launches  will not be  sufficient  to  cover  the  Company's  projected
operating  expenses,  general and  administrative  expenses and start-up  costs.
Accordingly,  the Company's cash and cash  equivalents  are being depleted under
current operating conditions.  Nevertheless,  the Company believes that its cash
and  cash  equivalents,  together  with  the  anticipated  cash  flow  from  the
operations  it  brings  on  line,  will be  sufficient  to cover  the  Company's
operating expenses through 1999.

         If the  Company  elects to provide  voice or video  services  using its
networks,  the Company's  current sources of funds are  insufficient to fund the
buildout and launch of those service capabilities. The ability of the Company to
provide these services will be dependent upon the Company obtaining  substantial
additional  sources  of funds to  finance  these  projects.  While  the  Company
believes  that it may be able to  obtain  financing  for  new  voice  and  video
launches through additional equity or debt financing or otherwise, no assurances
can be given that any such  financing  will be  available,  or that the  Company
would be able to obtain any such financing on favorable terms.

The Year 2000 Issue

         The year 2000 issue is the result of potential  problems  with computer
systems or any  equipment  with computer chips that use dates where the data has
been stored as just two digits (e.g. 97 for 1997). On January 1, 2000, any clock
or date recording  mechanisim  including data sensitive software which uses only
two digits to represent the year, may recognize a date using 00 as the year 1900
rather  than  the  year  2000.   This  could  result  in  a  system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

         The Company is converting its financial  systems to year 2000 compliant
systems.  The  Company  does not  anticipate  a  significant  cost to modify its
systems to accommodate the impact of the upcoming change in the century.

PART 2.

                MARKET FOR EQUITY AND RELATED SHAREHOLDER MATTERS

         There has been no  established  public  market  for the  Common  Stock,
Series A  Preferred  Stock,  or Series B  Preferred  Stock of the  Company.  The
Company cannot predict the effect, if any, that future sales of shares of Common
Stock, Series A Preferred Stock or Series B Preferred Stock, or the availability
of such shares for sale,  will have at any market price  prevailing from time to
time on the Company's equity securities.  Future sales of substantial amounts of
stock (whether common or preferred) could adversely affect any prevailing market
prices of the Company's outstanding equity securities.
<PAGE>

         All of the  currently  issued and  outstanding  shares of the Company's
Common Stock,  Series A Preferred Stock and Series B Preferred Stock were issued
by the  Company in  transactions  which the  Company  believes  did not  involve
unregistered  public  offerings.  The 3,500,000 shares of Common Stock issued in
connection  with the  Separation  and the  Series A  Preferred  Stock  issued in
connection with the TIC Transaction are "restricted securities" but are eligible
for sale in the public  market  subject  to the  volume,  affiliate,  timing and
manner of sale  limitations of Rule 144 promulgated  under the Securities Act of
1933, as amended.  The remaining Series A Preferred Stock and Series B Preferred
Stock outstanding are currently "restricted securities," as that term is defined
in the federal  securities  laws, and may not be resold unless  registered under
the Securities Act of 1933, as amended,  or sold in connection with an exemption
therefrom.  All or a portion of the  restricted  shares may in the future become
eligible for sale in the public market place in reliance on Rule 144, subject to
volume,  affiliate,  timing and manner of sale or other  restrictions  contained
therein.

         The Company  previously issued the Warrants,  which were not registered
under the federal or state  securities  laws in reliance  upon  exemptions  from
registration  contained  in those  laws.  The  Warrants  constitute  "restricted
securities" and may not be resold unless  registered under the Securities Act of
1933, as amended, or disposed of in connection with an exemption therefrom.

         As of the date  hereof,  there are  approximately  430  holders  of the
outstanding  shares of the Company's Common Stock, 12 holders of the outstanding
shares of the Company's  Series A Preferred Stock and 9 holders of the shares of
outstanding  Series B Preferred  Stock. The Company has not declared or paid any
cash  dividends  on any class of its equity  securities.  The  Company  does not
anticipate paying dividends on its equity securities in the near future.

                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         On September 5, 1996,  Deloitte & Touche LLP replaced  Jones,  Jensen &
Co. as independent  certified  public  accountants  for the Company for the year
ending December 31, 1995.  Jones,  Jensen & Co.'s  relationship with the Company
was not  terminated  because of any resolved or unresolved  disagreement  on any
matter of accounting principles or practices,  financial statement disclosure or
auditing scope or procedure.

         The  decision  to change the  Company's  independent  accountants  from
Jones, Jensen & Co. to Deloitte & Touche LLP was recommended and approved by the
Company's Board of Directors.

                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Paragraph  16(a) of the Securities  Exchange Act of 1934 (the "Exchange
Act") requires the Company's  executive officers and directors,  and persons who
own  10% or  more of a  registered  class  of the  Company's  equity  securities
(collectively, "Reporting Persons"), to file reports of ownership and changes in
ownership  with the  Securities  and Exchange  Commission if the Company and its
equity  securities  meet certain  requirements.  The Company has not received or
reviewed any filings under Section 16(a) for any Reporting Person, including any
filing on Forms 3, 4 or 5. The persons  constituting  the Reporting  Persons are
described in the section entitled "Principle Stockholders."

                               REPORTS ON FORM 8-K

         None
<PAGE>

PART F/S

         The following financial  information is provided in accordance with the
requirements of Item 310 of Regulation S-B.

INDEX TO FINANCIAL STATEMENTS

         Item                                                               Page

Independent Auditors' Report ..............................................  57

Consolidated Balance Sheets ...............................................  58

Consolidated Statements of Operations .....................................  59

Consolidated Statements of Stockholders' Equity ...........................  60

Consolidated Statements of Cash Flows .....................................  61

Notes to Consolidated Financial Statements ................................  62

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Wireless Cable & Communications, Inc.
Salt Lake City, Utah

We have audited the accompanying consolidated balance sheets of Wireless Cable &
Communications,  Inc.  and  subsidiaries  (a  development  stage  company)  (the
"Company")  as of  December  31,  1997 and 1996,  and the  related  consolidated
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended  December 31, 1997,  1996 and 1995 and for the period from  September  27,
1994 (date of  inception)  to December 31, 1997.  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 financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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,  such consolidated  financial  statements present fairly, in all
material  respects,  the  consolidated  financial  position  of the  Company  at
December 31, 1997 and 1996,  and the results of their  operations and their cash
flows for the years ended  December 31,  1997,  1996 and 1995 and for the period
from  September 27, 1994 (date of inception) to December 31, 1997, in conformity
with generally accepted accounting principles.

As  explained  in Note  1, on  January  31,  1997, the  Company  entered  into a
transaction which was recorded as a reverse acquisition.



DELOITTE & TOUCHE LLP

Salt Lake City, Utah
April 14, 1998


<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
------------------------------------------------------------------------------------------------------------

                                                                             1997                 1996
                                                                       ---------------      ----------------
ASSETS
CURRENT ASSETS:
<S>                                                                         <C>             <C>         
    Cash and cash equivalents ...........................................   $  6,171,515    $      8,902
    Accounts Receivable - net ...........................................          9,754            --
    Due from affiliaties ................................................         36,950            --
    Inventory ...........................................................         32,074            --
    Prepaid license fees (Notes 2 and 4) ................................        186,982          14,778
    Other current assets ................................................         18,007            --
                                                                            ------------    ------------
                    Total current assets ................................      6,455,282          23,680
INVESTMENT IN CENTURION (Note 2) ........................................        845,955            --
EQUIPMENT - net (Notes 2 and 5) .........................................        421,944            --
LICENSE RIGHTS - net (Note 4) ...........................................        807,167            --
CONTRACT RIGHTS - net (Notes 2 and 3) ...................................      8,916,587            --
OTHER ASSETS ............................................................         42,171            --
                                                                            ============    ============
TOTAL ASSETS ............................................................   $ 17,489,106    $     23,680
                                                                            ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable and accrued liabilities ............................   $    640,164    $    438,557
    Note payable (Note 11) ..............................................        350,000            --
    Accrued license lease fees (Note 4) .................................        121,621            --
    Accrued consulting fees (payable to related party, Note 6) ..........        100,000            --
    Due to affiliates (Note 6) ..........................................        709,558            --
    Customer deposits ...................................................         40,070            --
                                                                            ------------    ------------
                    Total current liabilities ...........................      1,961,413         438,557
LONG-TERM LIABILITIES:
    Long-term debt (owed to related party, Note 6) ......................      1,130,660         231,570
MINORITY INTEREST IN SUBSIDIARIES (Note 1) ..............................         18,067            --
                                                                            ------------    ------------
                    Total liabilities ...................................      3,110,140         670,127
COMMITMENTS AND CONTINGENCIES (Notes 4, 6, 8, and 11)
STOCKHOLDERS' EQUITY (Notes 1 and 9):
    Series "A" Preferred stock; $0.01 par value; 4,250,000 shares
        authorized: 2,938,355 and 0 shares issued and outstanding in 1997
        and 1996, respectively (10-1 liquidation preference over common)          29,384            --
    Series "B" Preferred stock; $0.01 par value; 750,000 shares
        authorized: 354,825 and 0 shares issued and outstanding
        in 1997 and 1996, respectively ..................................          3,548            --
    Common stock; $0.01 par value; 15,000,000 shares authorized:
        6,108,132 and 1,500,000 shares issued and outstanding in
        1997 and 1996, respectively .....................................         61,081          15,000
    Additional paid-in capital ..........................................     19,540,694            --
    Deficit accumulated during the development stage ....................     (5,255,741)       (661,447)
                                                                            ------------    ------------
                    Total stockholders' equity (deficit) ................     14,378,966        (646,447)
                                                                            ------------    ------------
                                                                            ============    ============
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..............................   $ 17,489,106    $     23,680
                                                                            ============    ============
</TABLE>


See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO DECEMBER 31, 1997
-----------------------------------------------------------------------------------------------------------------------------

                                                                                                               September 27,
                                                                                                               1994 (Date of
                                                                                                               Inception) To
                                                                  December 31,   December 31,    December 31,   December 31,
                                                                     1997            1996            1995            1997
                                                                 ------------   -------------   -------------   -------------

<S>                                                            <C>             <C>            <C>              <C>   
REVENUES ...................................................   $     40,186    $       --     $        --            40,186
COST OF SERVICE ............................................        165,048            --              --           165,048
                                                               ------------    ------------    ------------    ------------
GROSS MARGIN ...............................................       (124,862)           --              --          (124,862)
OPERATING EXPENSES:
    Professional fees (Note 10) ............................        873,052         176,488          28,466       1,097,195
    Depreciation and amortization (Notes 2, 4 and 5) .......        619,182            --              --           619,182
    Leased license expense (Note 4) ........................        116,161            --              --           116,161
    General and administrative .............................      1,220,474         223,132         140,253       1,622,635
    Stock option compensation expense (Note 10) ............        962,738            --              --           962,738
                                                               ------------    ------------    ------------    ------------
                   Total ...................................      3,791,607         399,620         168,719       4,417,911
                                                               ------------    ------------    ------------    ------------
OPERATING LOSS .............................................     (3,916,469)       (399,620)       (168,719)     (4,542,773)
OTHER INCOME AND EXPENSES:
    Interest income ........................................        116,367            --              --           116,367
    Interest expense (Notes 6 and 8) .......................       (807,203)        (22,948)        (11,052)       (842,346)
                                                               ------------    ------------    ------------    ------------
                   Total ...................................       (690,836)        (22,948)        (11,052)       (725,979)
                                                               ------------    ------------    ------------    ------------
NET LOSS BEFORE MINORITY INTEREST ..........................     (4,607,305)       (422,568)       (179,771)     (5,268,752)
MINORITY INTEREST IN LOSS OF SUBSIDIARIES (Note 1) .........         13,011            --              --            13,011
                                                               ------------    ------------    ------------    ------------
NET LOSS ...................................................   $ (4,594,294)   $   (422,568)   $   (179,771)   $ (5,255,741)
                                                               ============    ============    ============    ============

Net loss per basic and diluted common share.................   $   (0.16)       $   (0.28)     $     (0.12)
                                                               ============    ============    ============

Weighted-average common shares 
    Basic ..................................................     27,897,803       1,500,000       1,500,000
                                                                ============    ============    ============
    Diluted ................................................     29,559,350       1,500,342       1,500,000
                                                                ============    ============    ============



* Retroactively restated for the adoption of Statements of Financial Accounting Standards (SFAS) No. 128, "Earnings
    Per Share," effective December 31, 1997.

</TABLE>

See notes to consolidated financial statements

<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                           Deficit
                                      Series "A" Preferred Stock Series "B" Preferred Stock  Common Stock                Accumulated
                                        ----------------------   ---------------------   --------------------- Additional During the
                                        ----------  ----------   ----------  ---------   ----------  ---------  Paid-in  Development
                                         Shares      Amount       Shares      Amount      Shares      Amount     Capital     Stage
                                        ----------  ----------   ----------  ---------   ----------  --------- -----------  -------

Issuance of TIC stock
 to TIC shareholders
<S>                                    <C>          <C>          <C>        <C>         <C>        <C>           <C>         <C>
    on September 27, 1994 .............                                                   1,500,000  15,000

Net loss for the period
 from September 27, 1994
  (date of inception)
 to December 31, 1994 .................                                                                                  $ 59,108)
                                         -----------   -------  ----------   --------   ----------   ------  ----------  ----------

BALANCE, DECEMBER 31, 1994 ............                                                   1,500,000  15,000               (59,108)

Net loss for the year
 ended December 31, 1995 ..............                                                                                   (179,771)
                                         -----------   -------  ----------   --------   ----------   ------  ----------  ----------
BALANCE, DECEMBER 31, 1995 ............                                                   1,500,000  15,000               (238,879)

Net loss for the year
 ended December 31, 1996 ..............                                                                                   (422,568)
                                         -----------   -------  ----------   --------   ----------   ------  ----------  ----------

BALANCE, DECEMBER 31, 1996 ............                                                   1,500,000  15,000               (661,447)

Reverse acquisition of TIC:
    Exchange of TIC
      common shares for WCCI
    Series "A" Preferred shares .......    2,397,732    23,977                           (1,500,000) (15,000)    (8,977)

    Addition of WCCI common stock .....                                                   3,645,833   36,458     50,532

Exchange of CVV common stock
 for WCCI common shares and
  Series "B" Preferred shares (Note 3)                           354,825      3,548       1,577,000   15,770  7,077,182

Issuance of WCCI common stock
 and Series "A" Preferred
   shares for cash (Note 11) ..........      526,331     5,264                              800,305    8,003   9,986,733

Issuance of warrants
   below fair value ...................                                                                         657,143

Issuance of WCCI common stock
   and Series "A" Preferred
    shares for cash (Note 11) .........       14,292       143                               84,994      850    299,007

Issuance of options
   for common shares and
    Series "A" Preferred
     shares below fair value ..........                                                                       1,479,074

Net loss for the year
  ended December 31, 1997 .............                                                                                  (4,594,294)
                                         -----------   -------  ----------   --------   ----------   ------  ----------  ----------

BALANCE, DECEMBER 31, 1997 ............    2,938,355   $29,384     354,825   $  3,548    6,108,132   61,081  19,540,694  (5,255,741)
                                         ===========   =======  ==========   ========   ==========   ======  ==========  ==========
</TABLE>


See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
Wireless Cable & Communications, Inc.
Cumulative Weighted Average Share Calculation

Basic:
                                                           Number         Days          Weighted
Description                                   Date         of CSE       Outstanding    Calculation
----------------------------------------    ----------   ------------   ----------   ----------------

Beginning common
<S>                                         <C>           <C>               <C>       <C>        
  stock equivalents                         12/31/95      1,500,000          366       549,000,000
                                                                                      --------------

                                                                                        549,000,000
                                                                                     /          366
                                                         ------------                --------------
Weighted average CSE
  outstanding for the
   year ended December 31, 1996             12/31/96       1,500,000                      1,500,000
                                                         ============                ==============

Beginning common
  stock equivalents                                         1,500,000       365         547,500,000
Reverse acquisition of assets
    Common shares canceled                    2/4/97       (1,500,000)      330        (495,000,000)
    Common shares issued                      2/4/97        3,645,833       330       1,203,124,890
    Series "A" preferred
      shares issued                           2/4/97       23,977,320       330       7,912,515,600
Acquisition of assets
    Common shares issued                      8/15/97       1,577,000       138         217,626,000
    Series "B" preferred
     shares issued                            8/15/97         354,825       138          48,965,850
Issuance of common stock
   and Series "A"
        Preferred Stock                       8/31/97       6,063,615       122         739,761,030
Issuance of common stock
   and Series "A"
        Preferred Stock                      11/25/97          227,914       36           8,204,904
                                                                                     --------------

                                                                                     10,182,698,274
                                                                                     /          365
                                                           ------------              --------------
Weighted average CSE
   outstanding for the
   year ended December 31, 1997               12/31/97      35,846,507                   27,897,803
                                                           ============              ==============

Diluted:
                                                           Number         Days          Weighted
Description                                   Date         of CSE       Outstanding    Calculation
----------------------------------------    ----------   ------------   ----------   ----------------

Beginning common stock
<S>                                          <C>            <C>            <C>          <C>        
  equivalents                                12/31/95       1,500,000      366          549,000,000
Common stock options
   granted                                   12/31/96         125,000      1                125,000
                                                                                     ----------------

                                                                                         549,125,000
                                                                                   /             366
                                                         ------------                ----------------
Weighted average CSE
   outstanding for the
   year ended December 31, 1996              12/31/96       1,625,000                       1,500,342
                                                         ============                 ================

Beginning common stock
  equivalents                                              1,625,000       365             593,125,000
Reverse acquisition of assets 
        Common shares canceled               2/4/97       (1,500,000)      330            (495,000,000)
        Common shares issued                 2/4/97        3,645,833       330            1,203,124,890
        Series "A" preferred
         shares issued                       2/4/97       23,977,320       330            7,912,515,600
        Common options canceled              2/4/97        (125,000)       330              (41,250,000)
        Series "A" preferred
         options granted                     2/4/97        1,353,280       330              446,582,400
Issuance of options                         3/31/97           50,000       275               13,750,000
Issuance of options                         7/31/97            2,500       153                  382,500
Acquisition of assets
        Common shares issued                8/15/97        1,577,000       138              217,626,000
        Series "B" preferred
         shares issued                      8/15/97          354,825       138               48,965,850
Issuance of common stock
   and Series "A"
   Preferred Stock                          8/31/97        6,063,615       122              739,761,030
Issuance of warrants                        8/31/97        1,161,016       122              141,643,952
Issuance of common stock
   and Series "A"
   Preferred Stock                         11/25/97          227,914        36                8,204,904
                                                                                       ----------------

Subtotal                                                                                 10,789,432,126
Less FAS No. 128
  Treasury Method Adjustment                                                                   (269,496)
                                                                                        ----------------

                                                                                          10,789,162,630
                                                                                      /              365
                                                         ------------                   ----------------
Weighted average CSE
  outstanding for the
  year ended December 31, 1997             12/31/97        38,413,303                         29,559,350
                                                         ============                   ================

</TABLE>

Note:   CSE = Common stock equivalent on a voting basis.
<PAGE>
<TABLE>
<CAPTION>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996  AND 1995,
AND FROM SEPTEMBER 27, 1994 (DATE OF INCEPTION) TO DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------------
                                                                                                           September 27,
                                                                                                           1994 (Date of
                                                                                                           Inception) To
                                                                    December 31, December 31, December 31,  December 31,
                                                                        1997        1996         1995           1997
                                                                    ------------  ----------   ---------   -------------
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
<S>                                                              <C>              <C>       <C>          <C>           
  Net loss ......................................................$   (4,594,294)  (422,568) $ (179,771)  $  (5,255,741)
  Adjustments to reconcile net loss to net cash used in
     development activities:
        Depreciation and amortization ...........................       619,182       --          --          619,182
        Minority interest in loss of subsidiaries ...............       (13,011)      --          --          (13,011)
        Issuance of stock options below fair value ..............     1,479,074       --          --        1,479,074
        Issuance of warrants below fair value ...................       657,143       --          --          657,143
        Change in assets and liabilities,
           net of effects from CVV acquisition:
           Accounts receivable ..................................           959       --          --              959
           Prepaid license fees .................................       (11,769)   (13,778)      9,000        (11,769)
           Inventory ............................................        33,225       --          --           33,225
           Other current assets .................................        40,444       --        (1,000)        40,444
           Other receivables ....................................       232,323       --          --          227,646
           Other assets .........................................         1,258       --          --           (8,844)
           Accounts payable and accrued liabilities .............      (287,889)      --          --           (4,045)
           Other payable ........................................      (198,142)   195,206      80,526       (198,142)
           Accrued license lease fees ...........................        12,223       --          --           12,223
           Customer deposits ....................................           317       --          --              317
                                                                      ---------- ---------   ------------   -----------
              Net cash used in development activities ...........    (2,028,957)  (241,140)    (91,245)    (2,421,339)
                                                                      ---------- ---------   ------------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in Centurion .......................................      (805,955)      --          --         (805,955)
  Reverse acquisition of WCCI ...................................        56,582       --          --           56,582
  Acquisition of CVV (net of cash acquired) .....................      (387,318)      --          --         (387,318)
  Purchase of minority interest in CVV ..........................      (800,000)      --          --         (800,000)
  Purchases of equipment ........................................      (128,779)      --          --         (128,779)
                                                                      --------   ---------   ------------   -----------
             Net cash used in investing activities ..............    (2,065,470)      --          --        (2,065,470)
                                                                      ---------- ---------   ------------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock ........................     1,967,945       --        15,000      1,982,945
  Proceeds from issuance of Series A preferred stock ............     8,332,055       --          --        8,332,055
  Proceeds from related party borrowings ........................       919,333    235,033      88,515      1,305,617
  Payments on related parties borrowings ........................      (962,293)      --          --         (962,293)
  Proceeds from promissory notes ................................     2,300,000       --          --        2,300,000
  Payments on promissory notes ..................................    (2,300,000)      --          --       (2,300,000)
                                                                    ------------ ---------   ------------   -----------
              Net cash provided by financing activities .........    10,257,040    235,033     103,515     10,658,324
                                                                    ------------ ---------   ------------   -----------

NET INCREASE (DECREASE) IN CASH .................................     6,162,613     (6,107)     12,270      6,171,515
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................         8,902     15,009       2,739           --
                                                                      --------   ---------   ------------   -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ......................    $6,171,515 $  8,902    $   15,009   $ 6,171,515
                                                                     ========   =========   ============   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the year for interest ........................    $  30,996   $    --     $    --          30,996
                                                                     ========   =========   ============   ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH
 FINANCING AND INVESTING ACTIVITIES:
 Acquisition of CVV (Note 3):

  Fair value of assets acquired,
  including intangible contract rights
     and equipment (net of cash acquired) .......................  $  8,485,740
  Fair value of liabilities assumed .............................    (1,001,922)
  Common stock issued ...........................................    (3,548,250)
  Series B Preferred stock issued ...............................    (3,548,250)
                                                                     ===========
        Net cash paid ...........................................  $    387,318
                                                                    ============
See Notes 1 and 11 to consolidated financial statements for
other stock transactions and non-cash activities.
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WIRELESS CABLE & COMMUNICATIONS, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.       ORGANIZATION AND BUSINESS COMBINATION

         Business  Description - Wireless Cable & Communications,  Inc. ("WCCI")
         was formed to provide  high  quality,  low cost,  data,  telephony  and
         multi-channel video services to subscribers in emerging markets outside
         the United States.  WCCI owns a 78.14%  interest in Caracas Viva Vision
         TV, S.A.  ("CVV"),  a local multi-point  distribution  service ("LMDS")
         wireless  communications  system in Venezuela that  currently  provides
         service to approximately 900 subscribers.  In addition, the Company has
         interests in seven other entities that either hold the right to operate
         wireless  telecommunications  systems  or have the right to manage  and
         commercialize wireless telecommunications rights held by other parties:
         (i) an 8.46% interest in Centurion Comunicaciones,  S.A. ("Centurion"),
         the  entity  that  holds  the LMDS  rights in  Venezuela,  (ii) a 94.9%
         interest in Auckland Independent  Television  Services,  Ltd. ("AITS"),
         which  holds  license  and  lease  rights  for  a   multi-point   video
         distribution  service  ("MVDS")  and  four  multi-channel,  multi-point
         distribution  service  ("MMDS")  channels in three new Zealand  cities,
         (iii) a 70%  interest in Wireless  Communications  Holding - Guatemala,
         S.A.  ("WCH -  Guatemala"),  a  corporation  which  has been  formed to
         acquire and operate LMDS rights in  Guatemala,  (iv) a 100% interest in
         Sociedad Television Interactiva,  S.A. ("TISA"), a corporation that has
         the right to manage and operate an LMDS system in Costa Rica, (v) a 90%
         interest in Wireless Communications Panama, S.A. ("WC - Panama"), which
         will act as the operating company for an LMDS system in Panama, (vi) an
         80%  interest in WCI de Argentina  ("WCIA"),  which holds a value added
         license to provide telecommunications  services in Argentina, and (vii)
         a 100% interest in Transworld  Wireless  Television,  Inc. ("TWTV"),  a
         corporation  that holds four MMDS  channels in a lease  transmitter  in
         Park City, Utah. The Company also owns a 45% interest in LatinCom, Inc.
         ("LatinCom"), a Delaware corporation that was formed for the purpose of
         investing  in  future  wireless  telecommunications  projects  in Peru,
         Mexico and Brazil.  With the exception of the Company's 78.14% interest
         in CVV,  none of the  entities in which the Company has an interest (or
         for which they hold management  rights)  constitute  operating wireless
         telecommunications systems.

         Organization  - On January 31, 1997,  WCCI  entered into a  transaction
         with  Telecom  Investment  Corporation  ("TIC"),  pursuant to which TIC
         merged with a newly formed  wholly-owned  subsidiary of WCCI,  NewWCCI,
         Inc.  (the  "Merged  Companies"  or  the  "Company").  The  merger  was
         effective  February 4, 1997. Under the terms of the merger,  the former
         shareholders  of  TIC  received   2,397,732   shares  of  WCCI's  newly
         designated  Series  "A"  Preferred  Shares  and  legally  TIC  became a
         wholly-owned  subsidiary of WCCI. As a result of the merger, the former
         shareholders of TIC obtained approximately 87.7% of the voting power of
         the Merged Companies on a common share equivalent basis (as of February
         4, 1997).  Generally accepted accounting  principles  typically require
         that the company whose shareholders retain the majority voting interest
         in the  combined  business be treated as the  acquirer  for  accounting
         purposes.  Accordingly, the merger has been accounted for as a "reverse
         acquisition" whereby TIC is considered to have acquired (as of February
         4, 1997) an 87.7% interest on a common share  equivalent  basis in WCCI
         using the purchase method.  However,  WCCI remains the legal entity and
         the  Registrant  for  Securities  and  Exchange  Commission   reporting
         purposes.
<PAGE>

         Consistent  with the  reverse  acquisition  accounting  treatment,  the
         financial  statements  presented for the period from September 27, 1994
         (date of TIC  inception)  through  December 31, 1997 are the  financial
         statements of TIC and differ from the consolidated financial statements
         of WCCI and its subsidiaries as previously  reported.  The consolidated
         financial  statements  presented  include the operations of TIC for the
         period from September 27, 1994 (date of TIC inception) through December
         31, 1997 and of WCCI and its  subsidiaries  for the period  February 4,
         1997 (effective date of the acquisition) to December 31, 1997.

         Generally  accepted  accounting  principles require that the assets and
         liabilities  of WCCI (the legal  acquirer) be recorded at fair value at
         the date of the merger. Based on management's estimates, the fair value
         of WCCI is not  significantly  different than its book carrying  value.
         Therefore,  the assets and  liabilities  of WCCI have been  recorded at
         their  carryover  book value as of February 4, 1997 (the effective date
         of the merger) to reflect the reverse acquisition of WCCI as follows:

           Current assets (including cash of $56,582)   $   217,017
           License rights ...........................       913,500
           Equipment (net)
           Other long term assets ...................           217
           Current liabilities ......................       577,347
           Long-term debt ...........................      (463,191)
           Minority interest ........................    (1,126,823)
                                                            (31,077)
                                                        ===========
           Stockholders' equity (net) ...............   $    86,990
                                                        ===========

         Pro forma consolidated results of operations of TIC, including WCCI and
         subsidiaries from the date of merger, as though the reverse acquisition
         had occurred at the beginning of the periods  presented are $4,640,937,
         $1,005,584, and $6,159,643 of net loss for the years ended December 31,
         1997 and 1996 and for the period from  September  27, 1994 (date of TIC
         inception) to December 31, 1997 (the development stage), respectively.

         Historical  Background - WCCI was originally  formed for the purpose of
         continuing the development of certain  business assets formerly held by
         Transworld   Telecommunications,   Inc.,  a  Pennsylvania   corporation
         ("TTI").  Under the terms of a business  separation (the "Separation"),
         TTI  agreed  to form a new  corporation  (WCCI)  to hold the  separated
         business assets.

         In order to complete  the  Separation,  on August 1, 1995,  WCCI issued
         3,500,000  shares of its common stock, par value $.01 per share, to TTI
         in  exchange  for  TTI's  interest  in  AITS,  TWTV and  certain  other
         miscellaneous  assets with a carrying value of  approximately  $946,662
         (which  represents  the  historical  cost of those assets to TTI).  The
         carrying values of the TWTV and AITS assets were $4,118 and $1,278,451,
         respectively.  Upon its receipt of WCCI's shares of common  stock,  TTI
         immediately  transferred  the  shares in WCCI to an escrow  agent to be
         held for the benefit of TTI's  shareholders of record on August 1, 1995
         on a non-pro rata basis, with the management and principal  shareholder
         of TTI  relinquishing a portion of their shares in WCCI in favor of the
         TTI public  shareholders.  The  distribution of the 3,500,000 shares to
         TTI's shareholders was delayed until WCCI and TTI complied with certain
         requirements of the federal  securities  laws,  including the filing by
         WCCI of a  registration  statement  on Form 10-SB under the  Securities
         Exchange Act of 1934.  WCCI's Form 10-SB became effective  December 30,
         1996. In general,  the public shareholders  received  approximately 1.6
         shares of WCCI's  common  stock for each 10 shares of TTI common  stock
         they held on August 1, 1995.
<PAGE>

         Basis of Presentation - The Company's consolidated financial statements
         have been prepared on a going concern  basis,  which  contemplates  the
         realization  of assets and  satisfaction  of  liabilities in the normal
         course of business.

         Since its inception,  the Company has sustained net losses and negative
         cash flow, due primarily to start-up costs,  expenses,  and charges for
         depreciation  and  amortization  of  capital  expenditures,  intangible
         assets and other costs relating to its  acquisition  and development of
         its wireless telecommunication systems. The Company expects to continue
         to  experience  negative  cash  flow  through  at least  1999,  and may
         continue to do so thereafter while it develops and expands its wireless
         telecommunications  systems,  even if individual systems of the Company
         become profitable.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of  Consolidation - The  consolidated  financial  statements
         include  the   accounts   of  the   Company   and  its   majority-owned
         subsidiaries.  All significant  intercompany  accounts and transactions
         have been eliminated in the consolidation.

         Foreign  Currency  Translation  - All  of the  Company's  subsidiaries,
         except for CVV,  operate  using the local  currency  as the  functional
         currency.   Accordingly,   all   assets   and   liabilities   of  these
         subsidiaries,  except for CVV, are translated at current exchange rates
         at the end of the period  and  revenues  and costs at average  exchange
         rates in effect during the period. The resulting cumulative translation
         adjustments  were  not  significant,  but  otherwise  would  have  been
         recorded as a separate component of stockholders' equity.

         Because the  Venezuelan  bolivar is  considered  a highly  inflationary
         currency,  CVV  uses  the  U.S.  dollar  as  the  functional  currency.
         Accordingly,  assets  and  liabilities  are  translated  at  period-end
         exchange  rates,  except  for  inventories  and  property,   plant  and
         equipment,  which are  translated  at  historical  rates.  Revenues and
         expenses are translated at average  exchange rates in effect during the
         period, except for costs related to balance sheet items, which are held
         and translated at historical rates.  Foreign currency translation gains
         and losses are  included in expenses as they are  incurred and were not
         material for the period ended December 31, 1997.

         Use of Estimates in Preparing Financial Statements - The preparation of
         financial  statements in conformity with generally accepted  accounting
         principles  requires  management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent  assets  and  liabilities  at  the  date  of  the  financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Actual results could differ from those estimates.

         Recognition   of   Revenues,   Costs  and   Expenses  -  Revenues   for
         telecommunications  services are  recognized in the period during which
         the  services  are  provided.  Costs and  expenses  are recorded on the
         accrual basis.

         Inventories - Inventories of cables and other  subscriber  installation
         supplies are stated at the lower of average cost or market.

         Prepaid License Lease Fees - Prepaid license lease fees are prepayments
         of annual  license  or lease fees  relating  to the  Company's  license
         rights.
<PAGE>

         Investment  in  Centurion  -  The  Company  uses  the  cost  method  of
         accounting for its investment in Centurion as it holds less than 20% of
         the voting  shares of the other  entity and where the Company  does not
         exercise  significant  influence.  As of December 31, 1997, the Company
         had  invested a total of $845,955  for an 8.46%  interest in  Centurion
         (see Notes 1, 3 and 11).

         Equipment - Equipment is stated at cost. Depreciation is computed using
         the straight-line method over the expected useful life of the assets as
         follows:

                                              Life in years
                     Subscriber equipment      2 - 3 years
                     Machinery and equipment   2 - 5 years
                     Furniture and equipment   1 - 5 years
                     Vehicles and tools        1 - 5 years

         Net Loss Per Common  Share-  Effective  December 31, 1997,  the Company
         adopted Statement of Financial  Accounting  Standards ("SFAS") No. 128,
         "Earnings Per Share" and retroactively restated its net loss per common
         share  for all  periods  presented,  to  conform  with  the  statement.
         Accordingly,  net loss per common  share is  computed by both the basic
         method, which uses the weighted average number of common shares and the
         common stock equivalent on a voting basis for the Series "A" and Series
         "B" preferred stock outstanding, and the diluted method, which includes
         the dilutive  common shares and Series "A" preferred  shares from stock
         options and warrants,  as calculated  using the treasury  stock method.
         The  difference  between the  Company's  basic and diluted net loss per
         common share is not signifcant.

         Income  Taxes - The  Company  uses the  asset and  liability  method to
         account  for income  taxes.  Deferred  tax assets and  liabilities  are
         recognized for the future tax consequences  attributable to differences
         between the financial statement carrying amounts of existing assets and
         liabilities and their existing tax bases.

         Contract Rights - Contract rights represent the estimated fair value of
         certain exclusive agreements.  As of December 31, 1997, the Company had
         contract rights, net of amortization, of $8,166,587 in CVV and $750,000
         in TISA.  The contract  rights are being  amortized  over the remaining
         term of these exclusive agreements,  or seven years. Amounts charged to
         expense for the  amortization of these contract rights were $411,475 in
         1997.

         Long-Lived  Assets - The carrying  amount of all  long-lived  assets is
         evaluated  periodically to determine if adjustment to the  depreciation
         and  amortization  period  or  to  the  unamortized  asset  balance  is
         warranted.  Such  evaluation  is  based  principally  on  the  expected
         utilization  of the long-lived  assets and the projected,  undiscounted
         cash  flows  of the  operations  in which  the  long-lived  assets  are
         deployed.

         Fair  Value  of  Financial   Instruments  -  The  Company's   financial
         instruments,   when  valued  using  market  interest  rates,   are  not
         materially  different  from the amounts  presented in the  consolidated
         financial statements.
<PAGE>

         New  Accounting  Standards - In June 1997, the FASB issued SFAS No. 130
         "Reporting  Comprehensive  Income,"  which  establishes  standards  for
         reporting  and  display of  comprehensive  income,  and its  components
         (revenues,   expenses,   gains   and   losses),   in  a  full   set  of
         general-purpose  financial  statements.  SFAS No. 130 requires that all
         items that are required to be recognized under accounting  standards as
         components of comprehensive income be reported in a financial statement
         that  is  displayed  with  the  same   prominence  as  other  financial
         statements.  It does not require a specific  format for that  financial
         statement,   but  requires  that  an   enterprise   display  an  amount
         representing  total  comprehensive   income  for  the  period  in  that
         financial  statement.  SFAS  No.  130 is  effective  for  fiscal  years
         beginning  after  December  15,  1997.  Reclassifications  of financial
         statements for earlier periods  provided for  comparative  purposes are
         required. The impact on the Company of the adoption of SFAS No. 130 has
         not yet been fully determined.

         In June 1997, the FASB issued SFAS No. 131 "Disclosures  About Segments
         of an Enterprise and Related  Information" which establishes  standards
         for the way that public businesses  report  information about operating
         segments  in  annual  financial  statements  and  requires  that  those
         enterprises  report selected  information  about operating  segments in
         interim  financial  reports issued to  shareholders.  SFAS No. 131 also
         establishes  standards  for  related  disclosures  about  products  and
         services,  geographical  areas,  and major  customers.  SFAS No. 131 is
         effective for financial statements for periods beginning after December
         15, 1997. In the initial year of application,  comparative  information
         for earlier years is to be restated. The adoption of SFAS No. 131 could
         result  in  additional  disclosures,  but is  not  expected  to  have a
         material impact on the Company's operations or financial condition.

3.       ACQUISITION OF CVV

         On November 8, 1996, WCCI,  acting as an agent for TIC, entered into an
         agreement  under  which WCCI  executed  an option to acquire all of the
         stock of CVV (the "Option  Agreement").  The option term was originally
         through  March 31,  1997,  but was  extended  by CVV (on  behalf of the
         shareholders of CVV and pursuant to the terms of the Option  Agreement)
         through  August 15,  1997.  CVV is a Venezuelan  corporation  which has
         entered into an agreement  with  Centurion to market and  commercialize
         the LMDS frequencies within the country of Venezuela.

         On July 24, 1997 and August 13, 1997,  WCCI executed  amendments to the
         Option Agreement  whereby CVV, as contemplated by the Option Agreement,
         amended the terms of the contract between WCCI and two of the principal
         shareholders (who collectively held  approximately  68.14% of the total
         outstanding  shares of CVV).  Under the  terms of the  amendment,  WCCI
         agreed to pay and deliver $200,000 in cash,  1,577,000 shares of WCCI's
         common  stock,  354,825  shares of WCCI's newly  designated  Series "B"
         Preferred  Shares and a promissory note in the amount of $200,000.  The
         promissory  note  accrued  interest at the rate of 6.75% per annum.  On
         August  15,  1997,  WCCI  completed  the  purchase  of  68.14%  of  the
         outstanding  shares of CVV. On December 2, 1997,  WCCI paid in full the
         $200,000 promissory note along with $4,403 of accrued interest.

         The  Company  and the  shareholders  of CVV  also  executed  an  escrow
         agreement under which the shareholders of CVV deposited  266,667 shares
         of the Company's common stock and 40,000 shares of the Company's Series
         "B" Preferred Stock,  representing a portion of the  consideration  for
         the  transaction,  with an escrow agent in order to provide the Company
         with security for the  performance of the  obligations and the veracity
         of the  representations  contained in the Option Agreement.  The escrow
         agreement  terminates  upon the  latter  of  August  18,  2000 or final
         disposition of any claims by WCCI.
<PAGE>

         On August 1, 1997,  WCCI and the remaining  shareholder  of CVV entered
         into an  additional  amendment  to the Option  Agreement  whereby  WCCI
         agreed to purchase an additional 10% of the total outstanding shares of
         CVV for $800,000 in cash. On November 21, 1997,  WCCI and the remaining
         shareholder  of CVV completed the purchase of an additional  10% of the
         total  outstanding  shares  of  CVV  and  entered  into  an  additional
         three-year option agreement to purchase the remaining shares of CVV not
         held by WCCI for  $2,000,000.  WCCI paid and  expensed  $50,000 for the
         first  twelve  months of the option and can pay an  additional  $50,000
         annually to extend the option through November 2000.

         The  allocation of the  $7,496,500  purchase  price for the purchase of
         68.14% of CVV was as follows:

            Fair value of assets acquired
                     Current assets                     $   279,071
                     Non-current assets                   8,219,351
            Fair value of current liabilities assumed    (1,001,922)
                                                        ===========
                                                        $ 7,496,500
                                                        ===========

         The  following  pro  forma  information  reflects  the  results  of the
         Company's  operations  as if the CVV  acquisition  had  occurred at the
         beginning  of  the  periods  presented,  adjusted  for  the  effect  of
         recurring   charges   related  to  the   acquisition,   primarily   the
         amortization   of  intangible   contract  rights  and  a  reduction  of
         depreciation  expense  due to the  write-down  to fair  value  of fixed
         assets.

                                                     Years Ended December 31,
             Pro forma results                      1997                 1996
                                                    ----                 ----
               Revenue                        $    123,716    $      26,993
               Net loss                       $ (4,942,538)   $    (585,611)
               Net loss per common share      $      (0.18)   $       (0.17)
                  (basic method)
               Net loss per common share      $       (0.17)  $       (0.17)
                  (diluted method)

         These pro forma  results have been  prepared for  comparative  purposes
         only and do not  purport to be  indicative  of what  operating  results
         would  have  been  had the  acquisition  actually  taken  place  at the
         beginning  of the periods  presented,  nor do they purport to represent
         results of future operations of the combined companies.

4.       NEW ZEALAND LEASE AND LICENSE AGREEMENTS

         The Company has certain lease and license  agreements for MMDS and MVDS
         channels  and  frequencies  within New  Zealand.  Each license is for a
         specified  number of channels and frequencies for a specified length of
         time.  The licenses were obtained from TTI through the  Separation  and
         are recorded at TTI's historical cost.

         The Company has two operative license agreements  relating to four MMDS
         channels in New  Zealand.  The first  license is for two  channels  and
         consists of an eight-year  lease,  with annual payments  denominated in
         New Zealand  dollars which are subject to foreign  exchange  risk.  The
         license  agreement  expires  March 1,  2001 with an option to renew the
         lease for an  additional  four  years.  The  second  license is for two
         channels and consists of a ten-year lease expiring  September 30, 2004.
         Both licenses  provide for  extensions to the initial  terms,  although
         there can be no assurance the licenses will be renewed. The contractual
         amounts of this license are  denominated  in New Zealand  dollars which
         are subject to foreign exchange risk.
<PAGE>

         The Company is obligated to make the following  annual  future  minimum
         lease payments relating to four channels in New Zealand which have been
         converted to U.S.  dollars using the December 31, 1997 exchange rate of
         $0.51:

          Year ending December 31:
          1998                        $    91,965
          1999                             51,965
          2000                             51,965
          2001                             51,965
          2002                             51,965
          2003 and thereafter              68,420
                                      ===========
          Total future lease payments  $  368,245
                                      ===========


         License rights are amortized  using the  straight-line  method over the
         life of the  leases  ranging  from eight to twelve  years.  Accumulated
         amortization  on the license  rights was $106,333 at December 31, 1997.
         Total leased  license  expense was  $116,161 for 1997 of which  $60,665
         related to the MMDS  channels.  The remaining  amount of leased license
         expense in the amount of $55,496 relates to rights to MVDS frequencies.
         The Company is  required to make  certain  license  lease fee  payments
         annually for these MVDS leases which are generally paid in advance.

5.       EQUIPMENT

         At December 31, 1997, equipment consisted of the following:

                  Subscriber equipment              $ 270,719
                  Machinery and equipment             183,717
                  Furniture and equipment              37,702
                  Vehicles and tools                   15,026
                                                    ---------
                                                      507,164
                  Less - accumulated depreciation     (85,220)
                                                    =========
                                                    $ 421,944
                                                    =========

6.       RELATED PARTY TRANSACTIONS

         WCCI  entered  into an  agreement  with  TTI  wherein,  at  TTI's  sole
         discretion, the Company was allowed to borrow from TTI up to $1,000,000
         for  the  purpose  of  facilitating  the  operation,   build-out,   and
         maintenance  of the  Company's  business  operations.  Interest  on any
         outstanding  balance  accrues  at 8% per annum with the  principal  and
         interest  becoming  due and  payable in full on August 1,  2001.  As of
         December  31,  1997,  $996,707  plus  accrued  interest of $133,953 was
         outstanding on the loan.
<PAGE>

         In  connection  with the merger  with TIC,  WCCI  assumed a note in the
         amount of  $180,281  due to an entity  controlled  by the father of the
         president of WCCI.  The note agreement is dated January 1, 1997, is due
         on demand and bears  interest at the rate of 12%.  As of  December  31,
         1997,  $138,129 plus accrued interest of $50,820 was outstanding on the
         loan.  WCCI also  assumed a services  agreement  dated  January 1, 1997
         under which an entity owned by the father of the president of WCCI will
         provide  consulting  services to TIC in exchange  for fees equal to the
         greater of $250,000 per year (except the first year minimum  payment is
         $150,000) or 2% of the first  $50,000,000 of TIC's annual  revenues and
         1% of TIC's  gross  revenues  in  excess of  $50,000,000.  The fees are
         payable monthly within 15 days of the end of such month.  The agreement
         expires  December 31, 2001 and is  renewable by mutual  consent of both
         parties to the agreement for  successive  one-year  periods.  The first
         year minimum  payment of $150,000 was made in October 1997. The Company
         also has a current  liability  to an entity  owned by the father of the
         president  of WCCI in the  amount  of  $100,000  for a  commitment  fee
         related to its  investment  that  secured the rights to the New Zealand
         channel  frequencies.  This liability was assumed by WCCI in connection
         with the Separation.

         In connection with the CVV  Transaction,  the Company assumed  accounts
         payable and accrued  liabilities  totaling  $520,609 due to a member of
         the Company's board of directors,  to entities  controlled by this same
         director,  and  to  Centurion  whose  shareholders  include  this  same
         director, an entity controlled by this director and the Company.

         The Company is a shareholder  in LatinCom.  LatinCom was formed for the
         purpose of acquiring, owning, and operating telecommunications networks
         in Peru,  Brazil and Mexico.  Two of the members of the Company's board
         of directors are  principals of an entity who is also a shareholder  in
         LatinCom.

7.       INCOME TAXES

         The Company has federal and state net operating loss  carryforwards  of
         approximately  $1,352,343  as of  December  31, 1997 that may be offset
         against future taxable income and expense through 2011.

         The long-term net deferred tax assets at December 31, 1997 and December
         31,  1996 are fully  reserved  with a  valuation  allowance  due to the
         uncertainty of realization and are comprised of the following:



                                                    1997             1996
   Deferred Tax Assets:
   Net operating loss carryforwards
         Federal                                 $   459,797    $   137,717
         State                                        67,617         20,252
         Foreign                                     427,837            --
   Equipment depreciation                                799            870
   Organizational expenditures                       553,445        287,307
   Amortization of organizational expenditures       145,320            --
                                                 -----------    -----------
            Total deferred tax asset               1,654,815        446,146
   Deferred Tax Liabilities - Amortization of
      CVV contract rights                           (104,389)       (47,536)
   Valuation allowance                            (1,550,426)      (398,610)
                                                 -----------    -----------
   Total net deferred tax asset                         NONE           NONE
                                                 ===========    ===========
<PAGE>

         The net change in the valuation  allowance was  $1,151,816 for the year
         ended December 31, 1997.  The difference  between income tax expense at
         the federal  statutory  rate and the  Company's  effective  tax rate is
         attributable to the valuation allowance.

8.       NOTES PAYABLE

         During 1997 and 1996, the Company had borrowed $850,000 through secured
         promissory  notes  which  accrued  interest at the rate of 9% per annum
         payable  semi-  annually on each June 30 and  December  31. On June 30,
         1997,  all of the holders of notes as of that date agreed to accept the
         June  30,  1997  interest  payment  totaling  $21,095  in the  form  of
         additional  promissory  notes.  In  September  and November  1997,  the
         Company  paid all  principal  and  interest  due on the notes  totaling
         $894,242.  An officer of the entity that held promissory notes totaling
         $462,058 was also a director of the Company (see Note 11).

         The former  holders of the  promissory  notes also have the right until
         January 31, 2002,  subject to certain  conditions and restrictions,  to
         exercise  warrants to purchase up to 1,161,016  shares of the Company's
         common  stock at $0.75  per  share.  The  Company  recognized  interest
         expense of  $657,143  which  represented  the  difference  between  the
         interest rate at which the debt was issued and the  estimated  interest
         rate for which the debt  would have been  issued in the  absence of the
         warrants.

9.       PREFERRED STOCK

         The authorized number of shares of WCCI's preferred stock is 5,000,000,
         $0.01 par value.

         At December  31,  1997,  WCCI had  designated  4,250,000  shares of its
         preferred  stock  as  Series  "A"  Preferred  Shares.  The  rights  and
         privileges of the Series "A" Preferred Shares are as follows:  (1) they
         carry  voting  rights that entitle the holder to 10 votes per share and
         the holders vote  together  with the common  shares as one class on all
         matters;  (2) if dividends  are  distributed,  the Series "A" Preferred
         Shares  receive an amount per share equal to ten times the dividend per
         share  paid  to the  common  shareholders;  and  (3) in the  case  of a
         liquidation,  dissolution,  consolidation, merger or other similar type
         of transaction, the Series "A" Preferred Shares shall receive an amount
         per  share  equal to ten  times the  aggregate  consideration  paid per
         common shares.

         At  December  31,  1997,  WCCI had  designated  750,000  shares  of its
         preferred  stock  as  Series  "B"  Preferred  Shares.  The  rights  and
         privileges of the Series "B" Preferred Shares are as follows:  (1) they
         carry a  liquidation  preference  of $10 per share.  The Series "B" and
         Series "A" Preferred  Shares share ratably in liquidation  proceeds (in
         accordance   with   their   interests),   prior   to  any   liquidation
         distributions to the common shareholders;  (2) they carry voting rights
         that  entitle  the  holder  to 1 vote per share  and the  holders  vote
         together with the common shareholders as one class on all matters;  (3)
         they are  non-redeemable;  (4) they pay noncumulative  dividends in the
         annual amount of 6.75% per share payable  semiannually on January 1 and
         July 1 of each year (payable in cash or additional Series "B" Preferred
         Shares,  at  WCCI's  option);  and (5) they are  convertible  only into
         common shares of WCCI on the earlier of the third  anniversary of their
         initial  issuance,  the date  preceding the closing of an  underwritten
         public offering  resulting in net proceeds to WCCI of $15 million and a
         market capitalization of $50 million (including all amounts received by
         the Company in conjunction  with the  underwritten  public offering) or
         the sale of all or substantially  all of WCCI's business or assets or a
         similar  transaction.  The Series "B" Preferred  Shares are convertible
         into  common  shares  of  WCCI  as  follows  (i)  in the  event  of the
         occurrence of the third anniversary or the sale of all or substantially
         all of WCCI's  business or assets,  each share of Series "B"  Preferred
         Share is  convertible  into the  number of common  shares  obtained  by
         dividing $10 by the price per common share as  determined in good faith
         by the  board  of  directors  of  WCCI,  and  (ii)  in the  case  of an
         underwritten  public  offering,  each  Series  "B"  Preferred  Share is
         convertible  into  such  number of common  shares as is  determined  by
         dividing $10 by the public offering price.
<PAGE>

10.      STOCK OPTIONS

         The following  tables  summarize the stock option  activities  for both
         employees and non-employees:

         Common Stock Options:

                                                    Number     Range of Exercise
                                                   of Shares    Price Per Share
         1997:
            Outstanding at beginning of year         125,000       $ 0.10
            Granted                                   52,500   $0.10 - $1.00
            Canceled                                 125,000       $ 0.10
                                                    --------
            Outstanding at end of year                52,500   $0.10 - $1.00
            Weighted average fair value of options
                 Granted during year                               $ 0.96

                                                      Number   Range of Exercise
                                                     of Shares  Price Per Share
          1996:
            Outstanding at beginning of year               0
            Granted                                  125,000      $ 0.10
            Canceled                                       0
                                                    --------
            Outstanding at end of year               125,000      $ 0.10
            Weighted average fair value of options
                 Granted during year                              $ 0.10

         There were no common stock options outstanding during 1995.

         Preferred Stock Options:

         On December 22, 1997, the Board of Directors  authorized  stock options
         for 199,811  shares of Series "A" Preferred  Stock.  As of December 31,
         1997, options for 135,328 were granted and outstanding.

                                                      Number   Range of Exercise
                                                     of Shares  Price Per Share
                  1997:
              Outstanding at beginning of year            0
              Granted                                 135,328       $   2.25
              Canceled                                    0
                                                     ---------
              Outstanding at end of year              135,328       $   2.25
              Weighted average fair value of options
                   Granted during year                              $   2.25

         There were no preferred stock options outstanding during 1996 or 1995

         The  common  and  preferred  options  are all fully  vested  and expire
         between 1999 and 2001.
<PAGE>

         The Company  accounts for stock options  granted  using the  Accounting
         Principles Board ("APB") Opinion No. 25. Accordingly, compensation cost
         has been  recognized for all stock option grants which were issued with
         an  exercise  price  below  fair  value  at  the  date  of  grant.  The
         compensation expense recognized in 1997 was $962,738.  The Company also
         recognized  additional  professional  fees  expense  of  $516,336.  Had
         compensation cost for the Company's stock options been determined based
         on the fair value at the grant  dates for awards  consistent  with SFAS
         No.  123,  the  Company's  net loss and net loss per  common  share and
         common share  equivalent  would have  changed to the pro forma  amounts
         indicated below:

                                                   1997                 1996
               Net loss:
                       As reported          $   (4,598,470)     $     (422,568)
                       Pro forma                (4,636,418)     $     (422,568)
               Net loss per weighted average
               common share and common share
               equivalent (basic method):
                       As reported          $        (0.16)     $        (0.28)
                       Pro forma            $        (0.16)     $        (0.28)
               Net loss per weighted average
               common share and common share
               equivalent (diluted method):
                       As reported          $        (0.16)     $        (0.28)
                       Pro forma                     (0.16)     $        (0.28)

         There were no stock options outstanding during 1995.

         The fair value of each option  grant is  estimated on the date of grant
         using  the  Black-Scholes   option-pricing  model  with  the  following
         weighted-average assumptions used for grants in 1997 and 1996: dividend
         yield  of 0%,  expected  volatility  of 0%,  risk-free  interest  rates
         ranging from 5% to 7%, and expected lives ranging from 2 to 4 years.

11.      COMMITMENTS AND CONTINGENCIES

         Litigation - In March 1998, a small group of shareholders  who acquired
         their interests as a result of the Separation  contacted the Company to
         complain about the failure to distribute from escrow those shares,  the
         LatinCom arrangement and the Company's agreement with former principals
         of TIC. The shareholder group has suggested that it may due the Company
         if the Company  does not promptly  rake  remedial  action.  The Company
         believes that the shareholder group's concerns are without merit.

         Building Lease - The Company leases its corporate  office space under a
         three-year  operating lease. Future minimum annual lease payments under
         the Company's operating lease are as follows:

               Year ending December 31:
               1998                                            $  37,159
               1999                                               38,452
               2000                                               29,566
                                                         ---------------
          Total future lease payments                           $105,177
                                                          ===============
<PAGE>

         Total rent expense under the operating lease in 1997 was $9,209.  Prior
         to 1997,  the Company  shared  office space with TTI and paid a nominal
         fee.

         On July 17, 1996,  WCCI entered  into an  agreement  with  Centurion to
         acquire  up to  11.53% of its  voting  capital  stock (1% per  $100,000
         investment).  Centurion  is a  Venezuelan  corporation  which holds the
         license  rights  for  the  LMDS  frequencies  within  Venezuela.  As of
         December 31, 1997,  WCCI had invested  $845,955 with  Centurion and had
         recorded an 8.46% investment in Centurion.  Under this agreement,  WCCI
         had  an  obligation  to  acquire  an  additional  3.07%  investment  in
         Centurion  for  $307,045  (for  a  total  interest  of  11.53%,   which
         represents the maximum  additional  foreign ownership of Centurion that
         would be allowed  under  Venezuelan  law given other  existing  foreign
         ownership  positions).  The obligation to invest in Centurion ceased on
         August 15, 1997 when WCCI exercised its option to purchase the stock of
         CVV  according  to the  terms  described  in  Note 3.  CVV has  certain
         agreements  with  Centurion  to install and maintain  equipment  and to
         market sources.  Costs related to these agreements were not material in
         1997.

         On March 17, 1997, TIC entered into a definitive  agreement under which
         TIC and a third party group agreed to form a  corporation  in Guatemala
         to provide an LMDS wireless service in Guatemala. TIC agreed to provide
         all  funding  to the  corporation  in return for 70%  ownership  in the
         Guatemalan  corporation.   TIC  also  has  the  option  to  acquire  an
         additional 10% interest in the Guatemalan corporation for $500,000. The
         Guatemalan  corporation will pay the LMDS license holder in Guatemala a
         rental fee of $1,000 per year.

         On October 15,  1996,  TIC entered into a  definitive  agreement  under
         which  TIC and a third  party  group  agreed to form a  corporation  in
         Panama to provide an LMDS  wireless  service  in  Panama.  The  Company
         agreed to  provide  all  funding to the  corporation  in return for 90%
         ownership in the Panamanian corporation.  The other 10% is owned by the
         license  holder and shall not be diluted or reduced by any  issuance of
         additional securities.  The Panamanian corporation will pay the license
         holder a one-time fee of $5,000 upon the  initiation of a service and a
         rental fee of $6,000 per year for the first five years of the contract.

         On April  21,  1995,  TIC,  through  TISA (a 92.5%  owned  subsidiary),
         entered into a Frequency Rental Contract with the original LMDS license
         holder in Costa Rica  which  allowed  TIC to operate an LMDS  system in
         Costa Rica. On December 4, 1997, WCCI purchased the remaining  interest
         in TISA  for  $750,000.  WCCI  paid  $300,000  up front  and  deposited
         $100,000 into a certificate of deposit  payable to the license  holder.
         WCCI also executed a non-interest bearing promissory note in the amount
         of $350,000 which is due on November 4, 1998. In conjunction  with this
         transaction,  Papeles  de  Curcuma,  S.A.,  a Costa  Rican  corporation
         ("PDC") acquired the LMDS license. The outstanding stock of PDC is held
         by a third  party which has entered  into a pledge  agreement  with the
         Company  under  which the third  party has pledged the shares of PDC as
         security  for the  Company's  performance  of its funding  obligations.
         Under the  pledge  agreement,  the  Company  is  permitted  to take all
         actions  incumbent on the holders of PDC's shares,  and to exercise all
         voting rights with respect to the shares.  The Company has entered into
         a  services  agreement  with PDC  where  the  Company  has the right to
         operate and provide all funding for the build-out of an LMDS network on
         behalf of PDC.  TISA is  required  to pay PDC an annual  license fee of
         $1,000.
<PAGE>

         WCCI has a 45% investment in LatinCom, a Delaware corporation formed on
         January 30,  1997,  that is in the  business of  acquiring,  owning and
         operating wireless  communications  systems in Peru, Brazil and Mexico.
         The  remaining  55% of  LatinCom is held 45% by  FondElec  Group,  Inc.
         ("FondElec"),  8% by certain  officers and directors of the Company and
         2% by a third party.  The 10% not held by WCCI or FondElec shall not be
         diluted or reduced by any issuance of additional securities. One of the
         members of the Company's board of directors is a principal of FondElec.
         Upon the formation of LatinCom, each of TIC and FondElec contributed to
         LatinCom their interests in certain wireless communications development
         activities  and rights  relating to the country of Peru.  In  addition,
         both the Company and  FondElec  have agreed to loan to  LatinCom,  on a
         continuing basis, amounts sufficient to fund LatinCom's operations.  In
         order to maintain  FondElec's  and the  Company's  equal  positions  in
         LatinCom,  those  loans  will be made  50% by  FondElec  and 50% by the
         Company.

         Effective  August  1,  1997,  the  Company  executed  a Stock  Purchase
         Agreement with Petrolera  Argentina San Jorge,  S.A.  ("Petrolera")  to
         sell  equity  securities  of  the  Company  equivalent  to  18%  of the
         Company's total equity structure on a common share equivalent basis for
         $10,000,000 in cash (the "Petrolera  Transaction").  Under the proposed
         terms of the agreement, the 18% ownership of Petrolera was non-dilutive
         until the earlier of September 30, 1997  (including  transactions  that
         close  before  November  1,  1997,  which  were the  subject of serious
         negotiations  on September 30, 1997), or when the Company had closed an
         additional  $10,000,000  of equity  financing  from certain other third
         parties. The Petrolera Transaction was completed on August 30, 1997.

         As a result of the  Company's  acquisition  of its  interest  in CVV as
         described  in Note  3,  Petrolera  acquired  additional  shares  of the
         Company's  common  stock and  Series  "A"  preferred  stock in order to
         maintain its 18% effective voting control percentage in the Company.

         The Petrolera Transaction gives Petrolera the following minority rights
         provisions  until the earlier of three years or a public  offering with
         net proceeds of at least $15,000,000: (i) Petrolera is entitled to have
         board  representation  of 20% (as  long as it  retains  at  least a 10%
         ownership  interest in the Company on a common share equivalent  basis)
         and (ii) the  Company  has to receive  approval  of  two-thirds  of the
         Company's  board of directors to sell or merge the Company with another
         entity,  to approve certain issuances of additional  securities,  or to
         enter into significant contracts or other transactions which materially
         affect the Company's operations.

         In conjunction  with the Petrolera  Transaction,  Petrolera  loaned the
         Company  $2,100,000  on August 4, 1997.  The loan bore interest at 10%,
         was unsecured,  and was repaid with accrued  interest at the closing of
         the Petrolera  Transaction  when  Petrolera  converted the  outstanding
         principal  and  accrued   interest  as  partial   satisfaction  of  its
         obligations.

         Effective  November  1, 1997,  the  Company  executed a Stock  Purchase
         Agreement with FondElec Essential Service Growth Fund, L.P. and Pegasus
         Fund, L.P. (collectively "FondElec"),  whose officers and directors are
         directors  of WCCI and who  collectively  owned  8.6% of the  Company's
         equity  structure on a common share  equivalent  basis,  to sell equity
         securities of the Company to collectively  bring their ownership of the
         Company up to 18% of the Company's  total equity  structure on a common
         share   equivalent   basis  for   $5,248,795  in  cash  (the  "FondElec
         Transaction").   Under  the  terms  of  the  agreement,   the  FondElec
         Transaction  is required to close no later than  February 25, 1998 (see
         Note 13). On November 21, 1997,  Pegasus Fund,  L.P.  closed a $300,000
         investment in the Company under the terms of the FondElec Transaction.

         The FondElec  Transaction gives FondElec the following  minority rights
         provisions  until the earlier of three years or a public  offering with
         net proceeds of at least $15,000,000: (i) FondElec would be entitled to
         have board  representation of 20% (as long as it retains at least a 10%
         ownership  interest in the Company on a common share equivalent  basis)
         and (ii) the Company  would have to receive  approval of  two-thirds of
         the  Company's  board of  directors  to sell or merge the Company  with
         another entity, to approve certain issuances of additional  securities,
         or to enter into  significant  contracts  or other  transactions  which
         materially affect the Company's operations.
<PAGE>

         None of the above  agreements is with a foreign  government nor foreign
         government  employees.  The agreements are with foreign corporations or
         individuals.

12.      SEGMENT REPORTING AND FOREIGN OPERATIONS

         The Company  operates  exclusively in one business  segment in which it
         provides high bandwidth telecommunications services. As of December 31,
         1997,  the Company  conducted  operations  outside the United States in
         Venezuela.  The following is a summary extract of the Company's foreign
         operations  in  Venezuela  and  identifiable  assets in New Zealand for
         fiscal year 1997:

                           Sales to
                          Unaffiliated                   Identifiable
                            Customers      Net Loss         Assets

          United States   $       --     $ (3,675,494)   $  6,403,903
          Venezuela             40,186       (645,507)      9,585,670
          New Zealand             --         (273,293)        994,149
          Costa Rica              --             --           750,000
          Eliminations            --             --          (244,616)

                          ============   ============    ============
          Total           $     40,186   $ (4,594,294)   $ 17,489,106
                          ============   ============    ============

         The Company did not have operations  outside the United States prior to
         1997.

13.      SUBSEQUENT EVENTS

         On January 14, 1998, the Company  signed a Memorandum of  Understanding
         with a Bahamas  corporation  for the purchase of 80% of three companies
         in Guatemala providing Internet services. The agreement is subject to a
         due  diligence  review.  The Company is  currently  conducting  its due
         diligence review and expects to complete this process in April 1998.

         On February 25, 1998,  the Company and FondElec  completed the FondElec
         Transaction  as  described  in  Note 11 and the  Company  received  the
         remaining  $4,948,795 in cash due under the  agreement.  As a result of
         the closing of the FondElec Transaction,  Petrolera acquired additional
         shares of the Company's  common stock and Series "A" preferred stock in
         order to maintain its 18% effective  voting  control  percentage in the
         Company.

         On March 3, 1998, the Company signed a Memorandum of Understanding with
         a Venezuelan  corporation for the purchase of 100% of the shares of the
         company which provides Internet service in Venezuela.  The agreement is
         subject to a due diligence review. The Company is currently  conducting
         its due diligence and expects to complete this process in April 1998.
<PAGE>
PART 3.

INDEX TO EXHIBITS


Exhibit
No.    Page    Exhibit

3.1     *     Articles of Incorporation

3.2     *     Bylaws

4.1     *     Statement  of Rights and  Preferences  for the Series A  Preferred
              Stock

4.2     *     Statement  of Rights and  Preferences  for the Series B  Preferred
              Stock

10.1    *     Agreement and Plan of Reorganization

10.2    *     Escrow Agreement between Fidelity  Transfer  Company,  TTI and the
              Company

10.3    *     Commitment Agreement between the Company and TTI

10.4    *     Letter of Understanding with Decathlon

10.5    *     Merger  Agreement  between  the  Company  and  Telecom  Investment
              Corporation

10.6    *     Services  Agreement  between  Bridgeport  Financial,  Inc. and the
              Company

10.7    *     Option and Stock Purchase  Agreement between the Company,  Caracas
              Viva Vision, S.A. and its Shareholders

10.8    *     July 24, 1997 Amendment to Option and Stock Purchase Agreement

10.9    *     August 13, 1997 Amendment to Option and Stock Purchase Agreement

10.10   *     Shareholders Agreement between Petrolera Argentina San Jorge, S.A.
              and the Company

10.11   80    Stock  Purchase  Agreement  between  FondElec  Essential  Services
              Growth Fund, L.P., Pegasus Fund, L.P. and the Company

12.1          Computation of Earnings Per Share

21.1          Subsidiaries of the Registrant

27.1          Financial Data Schedule

*             This  document was  previously  filed with the  Commission  and is
              incorporated in this report by reference.

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                        WIRELESS CABLE & COMMUNICATIONS, INC.


April 14, 1998                            /S/ Lance D'Ambrosio
----------------------                   ---------------------------------------
Date                                       Lance D'Ambrosio
                                           Chairman and Chief Executive Officer
                                           (Principal Executive Officer)


                                           WIRELESS CABLE & COMMUNICATIONS, INC.


April 14, 1998                            /S/ E. Andrew Lowe
----------------------                   --------------------------------------
Date                                        E. Andrew Lowe
                                            Vice President of Finance
                                            (Principal Financial Officer)



DIRECTORS



April 14, 1998                            /S/Lance D'Ambrosio
----------------------                   ---------------------------------------
Date                                             Lance D'Ambrosio


April 14, 1998                            /S/ Troy D'Ambrosio
----------------------                   ---------------------------------------
Date                                             Troy D'Ambrosio


April 14, 1998                            /S/ Donald Williams
----------------------                   ---------------------------------------
Date                                             Donald Williams


April 14, 1998                           /S/ E. Andrew Lowe
----------------------                   ---------------------------------------
Date                                             E. Andrew Lowe


April 14, 1998                            /S/ Jorge Fuccaraccio
----------------------                   ---------------------------------------
Date                                             Jorge Fucaraccio


April 14, 1998                            /S/ Peter Schiller
----------------------                   ---------------------------------------
Date                                             Peter Schiller


April 14, 1998                           /S/ Geoge Sorenson
----------------------                   ---------------------------------------
Date                                             George Sorenson


April 14, 1998                           /S/ Gaston Acosta-Rua
----------------------                   ---------------------------------------
Date                                             Gaston Acosta-Rua

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.              Exhibit                                    Page

10.11        Stock Purchase Agreement between FondElec
             Essential Services Growth Fund, L.P., Pegasus           80
             Fund, L.P. and the Company

12.1         Computation of Earnings Per Share

21.1         Subsidiaries of the Registrant

27.1         Financial Data Schedule