5th Avenue Channel Corp – ‘S-3’ on 12/4/97

As of:  Thursday, 12/4/97   ·   Accession #:  950170-97-1522   ·   File #:  333-41459

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         37    169K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion re: Legality                                   2      9K 
 3: EX-23.2     Consent of Experts or Counsel                          1      6K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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As filed with the Securities and Exchange Commission on December 4, 1997
                                                   Registration No. ____________

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

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

 TEL-COM WIRELESS CABLE TV CORPORATION
------------------------------------------------------- 
(Exact name of registrant as specified in its charter)

  FLORIDA                                 59-3175814
   ------------------------------         ------------------------------------
  (State or other jurisdiction of         (IRS Employer Identification Number)
incorporation or organization)                                          

1506 N.E. 162ND STREET
NORTH MIAMI BEACH, FLORIDA 33162
(305) 947-3010
----------------------------------------------------------------------- 
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

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

MELVIN ROSEN
 PRESIDENT
 TEL-COM WIRELESS CABLE TV CORPORATION
1506 N.E. 162ND STREET
NORTH MIAMI BEACH, FLORIDA 33162
TELEPHONE NO. (305) 947-3010
FACSIMILE NO. (305) 919-8154
 -------------------------------------------------------
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

COPIES OF COMMUNICATIONS TO:

 DALE S. BERGMAN, P.A.
BROAD AND CASSEL
201 SOUTH BISCAYNE BOULEVARD, SUITE 3000
MIAMI, FLORIDA 33131
TELEPHONE NO. (305) 373-9400
FACSIMILE NO. (305) 373-9443

 -------------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
 ---------------------------

  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [_]                                                                        

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    If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, check the following box. [X]                       

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [_]                     

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]                                             

                                                        [Enlarge/Download Table]


                         CALCULATION OF REGISTRATION FEE                                                                          

==================================================================================================================================
                                                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM              AMOUNT OF 
         TITLE OF SHARES                 AMOUNT TO                 OFFERING PRICE        AGGREGATE OFFERING           REGISTRATION
        TO BE REGISTERED               BE REGISTERED                PER SHARE(1)              PRICE(1)                     FEE    
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
Common Stock,                            1,934,643                          $2.41               $4,662,489              $1412.85  
  $.001 par value                         shares                                                                                  
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                             225,000                           $5.75               $                        $392.03  
  $.001 par value(2)                      shares                                                                                  
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                            1,000,000                500,000 @ $1.00               $3,000,000               $909.09  
  $.001 par value(3)                      shares                  500,000 @ $5.00                                                 
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                             350,000                 300,000 @ $2.50                 $750,000               $227.27  
  $.001 par value(4)                      shares                   50,000 @ $1.00                 $ 50,000               $ 15.15  
----------------------------------------------------------------------------------------------------------------------------------
      TOTAL:...................................................................................................        $2,956.39  
==================================================================================================================================

(1)   Estimated solely for the purpose of calculating the registration fee      
pursuant to Rule 457(c) using the average of the high and low prices
   reported for the Company's Common Stock as of December 1, 1997 and Rule
457(g)(1) with respect to the various warrants.                     

(2)   Represents shares issuable upon the exercise of certain warrants issued to
 the Company's private placement agent, as more fully set forth on the
cover page of the Prospectus included herein. Also includes such    
 additional shares as may be issuable as a result of the anti-dilution
provisions of said warrants.                                        

(3)   Represents shares issuable upon exercise of certain warrants issued to the
    holder of the Company's convertible debenture as more fully set forth on
the cover page of the Prospectus included herein. Also includes such
 additional shares as may be issuable as a result of the anti-dilution
provisions of said warrants.                                        

(4)   Represents shares issuable upon exercise of certain warrants issued to the
Company's financial consultant and subsequently assigned to certain 
  assignees, as more fully set forth on the cover page of the Prospectus
    included herein. Also includes such additional shares as may be issuable
as a result of the anti-dilution provisions of said warrants.       

      Pursuant to Rule 429, this Registration Statement serves as Post-Effective
Amendment No. 3 to the Registrant's Registration Statement on Form SB-2 (File   
No. 33-88788-A) relating to (i) 2,010,000 shares of Common Stock issuable upon  
exercise of redeemable Common Stock purchase warrants sold in the Company's May 
1995 initial public offering ("IPO") (the "IPO Warrants"), (ii) 100,000 shares  
of Common Stock issuable upon exercise of 100,000 Underwriter's Stock Warrants  
issued to the underwriter of the IPO, (iii) 140,000 shares of Common Stock and  
140,000 IPO Warrants issuable upon exercise of 140,000 Underwriter's Warrants   
issued to the underwriter of the IPO, and (iv) 140,000 shares of Common Stock   
underlying said 140,000 IPO Warrants.                                           

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

    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until this Registration Statement shall become    
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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

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Information contained herein is subject to completion or amendment. A           
registration statement relating to these securities has been filed with the     
Securities and Exchange Commission. These securities may not be sold nor may    
offers to buy be accepted prior to the time the registration statement becomes  
effective. This prospectus shall not constitute an offer to sell or the         
solicitation of an offer to buy nor shall there be any sale of these securities 
in any state in which such offer, solicitation or sale would be unlawful prior  
to registration or qualification under the securities laws of any such state.   

SUBJECT TO COMPLETION, DATED DECEMBER 4, 1997 

PROSPECTUS                                                                      

5,899,643 SHARES

 TEL-COM WIRELESS CABLE TV
 CORPORATION
COMMON STOCK

  This Prospectus relates to an aggregate of 5,899,643 shares (the
"Shares") of common stock, par value $.001 per share (the "Common Stock"), of   
Tel-Com Wireless Cable TV Corporation, a Florida corporation (the "Company")    
proposed to be sold from time to time by certain shareholders of the Company    
(the "Selling Shareholders"), consisting of the following: (i) 1,934,643 of the 
shares consist of issued and outstanding shares of Common Stock of the Company, 
(ii) 225,000 of the Shares are issuable upon exercise of certain warrants issued
to the Company's private placement agent in connection with the Company's 1994  
Private Placement ("Private Placement Warrants"), (iii) 500,000 of the Shares   
are issuable upon exercise of warrants at an exercise price of $1.00 per share  
("$1.00 Warrants") and 500,000 of the Shares are issuable upon exercise of      
Warrants at an exercise price of $5.00 per share ("$5.00 Warrants"), said $1.00 
Warrants and $5.00 Warrants having been issued to the holder of the Company's   
convertible debenture, and (iv) 50,000 of the Shares are issuable upon exercise 
of a like number of one-year warrants having an exercise price of $1.00 per     
share, 200,000 of the Shares are issuable upon exercise of a like number of     
one-year warrants having an exercise price of $2.50 per share, and 100,000 of   
the Shares are issuable upon exercise of a like number of three-year warrants   
exercisable at $2.50 per share, all such warrants ("Consultants Warrants")      
having been issued to the Company's financial consultant pursuant to a          
Consulting Agreement entered into by the Company and said consultant as of July 
24, 1997 and subsequently assigned to certain assignees ("Consultant's          
Assignees"). See "Recent Developments," "Selling Shareholders" and "Description 
of Securities." The Company will not receive any proceeds from the sale of the  
Shares by the Selling Shareholders but will receive up to an aggregate of       
approximately $1,552,500 upon exercise of the Underwriter's Warrants and the    
Consultant's Warrants.                                                          

      The Selling Shareholders have advised the Company that they may from
time to time sell all or a portion of the Shares offered hereby in one or more  
transactions in the over-the-counter market, on the Nasdaq SmallCap Market or on
any other exchange on which the Common Stock may then be listed, in privately   
negotiated transactions or otherwise, or a combination of such methods of sale, 
at market prices prevailing at the time of sale or prices related to such       
prevailing market prices or at negotiated prices. The Selling Shareholders may  
effect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting        
discounts, concessions or commissions from the Selling Shareholders and/or      
purchasers of the Shares for whom they may act as agent (which compensation may 
be in excess of customary commissions). The Selling Shareholders and any        
participating broker-dealers may be deemed to be "underwriters" as defined in   
the Securities Act of 1933, as amended (the "Securities Act"). Neither the      
Company nor the Selling Shareholders can estimate at the present time the amount
of commissions or discounts, if any, that will be paid by the Selling           
Shareholders on                                                                 

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account of their sales of the Shares from time to time. The Company has agreed  
to indemnify the Selling Shareholders against certain liabilities, including    
certain liabilities under the Securities Act. See "Plan of Distribution."       

  This Prospectus also covers (i) 2,010,000 shares of Common Stock
issuable upon exercise of redeemable Common Stock purchase warrants sold in the 
Company's May 1995 initial public offering ("IPO") ("IPO Warrants"), (ii)       
100,000 shares of Common Stock issuable upon exercise of 100,000 Underwriter's  
Stock Warrants issued to the underwriter of the IPO, (iii) 140,000 shares of    
Common Stock and 140,000 IPO Warrants issuable upon exercise of 140,000         
Underwriter's Warrants issued to the underwriter of the IPO, and (iv) 140,000   
shares of Common Stock underlying said 140,000 IPO Warrants. See "Description of
Securities."                                                                    

    The Common Stock is quoted on the Nasdaq SmallCap Market under the
symbol "TCTV." On December 1, 1997, the last reported sales price of the Common 
Stock on the Nasdaq SmallCap Market was $2.69 per share.                        

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

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN RISKS THAT 
 SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES.

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

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
 ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
 CONTRARY IS A CRIMINAL OFFENSE.

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

THE DATE OF THIS PROSPECTUS IS DECEMBER __, 1997

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 AVAILABLE INFORMATION

 The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith files reports, proxy statements and other information with 
the Securities and Exchange Commission (the "Commission"). Such reports, proxy  
statements and other information filed by the Company may be inspected and      
copied (at prescribed rates) at the public reference facilities maintained by   
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and 
at the following regional offices located at Seven World Trade Center, Suite    
1300, New York, New York 10048, and 500 West Madison Street, Suite 1400,        
Chicago, Illinois 60661, and may also be obtained from the Commission's website 
located at http://www.sec.gov. Quotations relating to the Company's Common Stock
appear on the Nasdaq SmallCap Market, and reports, proxy statements and other   
information concerning the Company can also be inspected at the offices of the  
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,          
Washington, D.C. 20006.                                                         

       The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect to
the Shares. This Prospectus, which is a part of the Registration Statement, does
not contain all the information set forth in, or annexed as exhibits to, such   
Registration Statement, certain portions of which have been omitted pursuant to 
rules and regulations of the Commission. For further information with respect to
the Company and the Shares, reference is hereby made to such Registration       
Statement, including the exhibits thereto. Copies of the Registration Statement,
including exhibits, may be obtained from the aforementioned public reference    
facilities of the Commission upon payment of the fees prescribed by the         
Commission, or may be examined without charge at such facilities. Statements    
contained herein concerning any document filed as an exhibit are not necessarily
complete and, in each instance, reference is made to the copy of such document  
filed as an exhibit to the Registration Statement. Each such statement is       
qualified in its entirety by such reference.                                    

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by the Company with the Commission under
the Exchange Act are incorporated in and made a part of this Prospectus by      
reference:                                                                      

  (a)      the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1996; and                

        (b)      the Company's Quarterly Reports on Form 10-QSB for the fiscal
               quarters ended March 31, 1997, June 30, 1997, and September
30, 1997.                                   

  (c)      Amendment No. 3 to the Company's Current Report on Form
8-K, dated June 3, 1997.                    

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         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the     
termination of the sale of all of the Shares shall be deemed to be incorporated 
by reference herein and to be a part hereof from the date of filing of such     
documents. Any statement contained in a document incorporated or deemed to be   
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed documents, which also are incorporated or    
deemed to be incorporated by reference herein, modifies or supersedes such      
statement. Any such statement so modified or superseded shall not be deemed to  
constitute a part of this Prospectus except as so modified or superseded.       

  This Prospectus incorporates documents by reference that are not
presented herein or delivered herewith. The Company hereby undertakes to        
provide, without charge, to each person, including any beneficial owner, to whom
a copy of this Prospectus is delivered, on the written or oral request of such  
person, a copy of any or all of the information incorporated herein by          
reference. Exhibits to any of such documents, however, will not be provided     
unless such exhibits are specifically incorporated by reference into such       
documents. The requests should be addressed to: Samuel H. Simkin, Vice          
President, Tel-Com Wireless Cable TV Corporation, 1506 N.E. 162nd Street, North 
Miami Beach, Florida 33162, telephone number (305) 947-3010.                    

 THE COMPANY

GENERAL                                                                         

         Tel-Com is a developer, owner and operator of wireless cable television
systems in Costa Rica and Wisconsin. Wireless cable television is provided to   
subscribers by transmitting designated frequencies over the air to a small      
receiving antenna at each subscriber's location. The Company provides television
and related cable services for multiple dwelling units, commercial locations and
single family residences.                                                       

     Since wireless cable systems do not require an extensive network of
coaxial cable and amplifiers, their capital cost per installed subscriber is    
significantly less than that for hard-wire cable systems. In addition, operating
costs of wireless cable systems are generally lower than those of comparable    
hard-wire cable systems due to lower network maintenance and depreciation       
expense. As a result of lower capital and operating costs, Tel-Com is generally 
able to charge less for its standard cable packages than the amount charged for 
comparable service provided by its hard-wire cable competition.                 

         THE COSTA RICAN SYSTEM. The Company acquired certain rights to up to 18
pay television broadcast channels in Costa Rica in February 1996 (the "Costa    
Rica Acquisition"). Three channels are UHF frequencies (Channels 56, 58 and 60),
three are "superband" frequencies (Channels 35, 37 and 39), and twelve are      
microwave frequencies similar to those used in the LaCrosse system. The         
Company's transmission equipment is located on a leased tower site on a         
mountaintop approximately 12,000 feet above sea level and 10,000 feet above the 
San Jose                                                                        

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Central Valley. From this site, the Company is capable of broadcasting its      
signals over a radius of more than 100 miles.                                   

As of November 30, 1997, the Company had approximately 4,300  
subscribers in the Costa Rican System. Costa Rica has a population of over      
3,350,000 and over 750,000 households which are capable of receiving the        
Company's signals. Unlike most of the United States, Costa Rica has very low    
cable penetration. An estimated 60,000 households - less than 10% of the        
population - have cable or pay television of any kind. By contrast, in the      
United States, over 70% of households have access to cable television. A large  
majority of the uncabled households in Costa Rica currently have access to cable
television only through Tel-Com's system.                                       

         In addition to the country's 22 "off-air" VHF/UHF channels, the Company
currently offers six channels of pay television in Costa Rica: HBO-Ole, Cinemax,
Sony Entertainment, Warner Brothers Network, Fox Sports International and       
Discovery Channel. Each subscriber receives an addressable set-top converter and
remote control, as well as an antenna which is installed on the roof to receive 
the Company's television signals. Monthly subscription fees are currently $15 to
$19.50 per month, depending on the programming package.                         

   In Costa Rica, the Company emphasizes its picture quality and the
reliability of its wireless transmission. Because the Company transmits its     
television signals via VHF and UHF frequencies instead of microwave frequencies 
which are typically used in wireless cable operations, the Costa Rican System   
does not require line-of-sight between the transmission point and the           
subscriber. The Company believes that it provides a high-quality,               
price-competitive alternative to hard-wire cable services in Costa Rica.        

        The Company plans to undertake efforts to increase its subscriber base
in Costa Rica, although there can be no assurances that the Company will be     
successful in such endeavor.                                                    

       THE LACROSSE, WISCONSIN SYSTEM. The Company operates a wireless cable
television system in LaCrosse, Wisconsin (the "LaCrosse System"). The LaCrosse  
System began transmitting programming in December 1994 and, as of November 30,  
1997 had approximately 1,200 subscribers. There are approximately 70,000        
households within the LaCrosse System's 25-mile signal pattern. The System      
currently offers 22 channels, consisting of 17 wireless cable channels and five 
(5) local "off-air" (VHF/UHF) broadcast channels. In addition, the Company has  
entered into lease agreements for Instructional Television Fixed Service        
("ITFS") excess capacity for eight additional channels for use in the LaCrosse  
System: four (4) channels with each of the Shekinah Network and the Morningstar 
Educational Network.                                                            

       Monthly subscription fees for the LaCrosse System start at $23.50 for
basic programming, including a premium movie channel. This monthly fee is       
significantly below what the two "hard-wire" cable companies in LaCrosse charge 
for their equivalent programming packages. In LaCrosse, the Company focuses its 
marketing efforts on the reliability of its service. The Company provides       
24-hour per day service, with rapid response time on incoming telephone calls,  
and flexible installation scheduling. In LaCrosse, the Company has positioned   
itself as a reliable, cost-effective alternative to traditional hard-wire cable 
operations, which presently serve over 50% of the area's 70,000 households      
within the area's 25-mile radius.                                               

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       The Company's management expects to need additional financing for the
expansion of its business, and to support working capital requirements in future
years. The Company currently is exploring financing alternatives to allow the   
Company to finance such expansion, although there can be no assurance that such 
financing alternatives will be available to the Company or will be available on 
terms favorable to the Company. Such financing may take the form of an          
investment in equity securities or convertible debt securities of the Company,  
and may result in dilution to the Company's shareholders.                       

         The principal executive offices of the Company are located at 1506 N.E.
162nd Street, North Miami Beach, Florida 33162, and its telephone number is     
(305) 947-3010.                                                                 

RECENT DEVELOPMENTS                                                             

COSTA RICA ACQUISITION - DEBT RESTRUCTURING                                     

       On February 12, 1997, the Company and the seller under the Costa Rica
Acquisition ("Seller") entered into an agreement providing for the restructuring
of the $2 million note given by the Company to Seller as part of the payment for
the acquisition of Canal 19. This agreement was amended and restated by a letter
agreement dated February 21, 1997. The agreement, as amended and restated,      
provided for the Company to make a payment of $625,000 toward reduction of the  
principal balance of the note on or before March 7, 1997. The remaining         
principal balance, plus accrued interest thereon, was to be paid on or before   
February 23, 1998, provided that, with an additional payment of $100,000, the   
Company could extend such maturity date for an additional period of six months. 
The Company paid Seller a deposit of $50,000 on February 24, 1997. The $50,000  
deposit was to be applied toward the principal balance of the note provided,    
however, that if the $625,000 principal reduction payment was not timely paid,  
Seller could retain such deposit. The Company failed to pay the $625,000 payment
and the Seller therefore retained the $50,000 deposit.                          

On May 19, 1997, the Company entered into a Debt Restructuring
Agreement ("Debt Restructuring Agreement") with the Seller for the restructuring
of the $2 million debt into a secured Convertible Debenture to mature in 12     
months with interest to accrue at 12% per annum (7% to be paid monthly and 5% at
maturity) (the "Convertible Debenture" or "Debenture"). The adjusted principal  
amount of the Convertible Debenture is $2.1 million plus certain expenses owed  
or reimbursable to Seller at the issue date of the Debenture. At the Company's  
option, $1 million of this amount may be extended for an additional period of 12
months with interest to accrue on such amount at 15% per annum (8% to be paid   
monthly in arrears and 7% to be paid at maturity). The Seller has the option,   
exercisable within six months of the issue date of the Debenture, to extend the 
Debenture an additional 12 months, in which event, commencing on the first day  
of the 13th month after the issue date of the, one-half of the principal amount 
will accrue interest at 12% per annum (7% to be paid monthly in arrears and 5%  
to be paid at maturity) and one-half of the principal amount will accrue        
interest at 15% per annum (8% to be paid monthly in arrears and 7% to be paid at
maturity).                                                                      

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  As consideration for the debt restructuring described above, the
Company agreed to issue to the Seller (i) 180,000 shares of the Company's common
stock with piggy-back registration rights, (ii) a warrant to purchase 500,000   
shares at $1.00 per share (the "$1.00 Warrant"), and (iii) a warrant to purchase
500,000 shares at $5.00 per share (the "$5.00 Warrant"). Under the Agreement,   
the Seller received the right to nominate two members to the Company's Board of 
Directors until such time as Seller exercised the conversion rights under the   
Convertible Debenture and received a release from any liability in connection   
with the Costa Rica Acquisition.                                                

       The Convertible Debenture is convertible by Seller into the Company's
Common Stock at any time after the issue date prior to payment of the Debenture 
on at least 30 days' advance notice to the Company. The conversion price is     
equal to the lesser of (1) $.50 per share of Common Stock or (2) a price per    
share of common stock, equal to the average of the closing "bid" for the        
Company's common stock, as reported on Nasdaq, for the five trading days        
immediately prior to the conversion date. The Company is obligated to reserve   
for issuance upon conversion a sufficient number of shares of common stock and  
register such reserved shares and maintain an effective registration statement  
for such shares.                                                                

         Although it is anticipated that the Seller will convert the Convertible
Debenture before its due date, until such conversion, if the Company defaults in
its obligations under the Convertible Debenture, then Seller will be entitled to
a transfer of all stock of the Costa Rican entities involved in the Costa Rica  
Acquisition and the right to purchase all capital assets of the Company in Costa
Rica for fair market value. The capital assets of the Company in Costa Rica     
consist primarily of subscriber contracts, transmission equipment and subscriber
reception equipment necessary for the operation of the Costa Rican wireless     
cable television service.                                                       

         Upon consummation of the Debt Restructuring Agreement, Fernand Duquette
and Richard Vega resigned from their positions as directors of the Company, and 
Fernand Duquette additionally resigned as the Company's President and Chief     
Executive Officer. The Seller and his designee, Samuel H. Simkin, were appointed
to the Company's Board of Directors and Seller was appointed the Company's      
President and Chief Executive Officer. As a result, a change in control of the  
Company is deemed to have taken place.                                          

ACQUISITION OF MAJORITY INTEREST IN FIFTH AVENUE CHANNEL, INC.                  

        On November 20, 1997, the Company reached an agreement in principle to
acquire 60% of the capital stock of The Fifth Avenue Channel, Inc. (the         
"Channel"), which plans to premiere a new 24-hour luxury lifestyles television  
channel in the Spring of 1998. Although consummation of the transaction is      
subject to the execution and delivery of a definitive written agreement, it is  
anticipated that the transaction will be structured as follows: Shares of common
stock of the Channel will be purchased from Melvin Rosen, the Company's         
President and Chief Executive Officer, and International Broadcast Corporation  
("IBC") in exchange for 200,000 shares of the Company's Common Stock to be      
issued on a pro-rata basis at closing and up to an additional 400,000 shares of 
the Company's Common Stock which will be issuable to Mr. Rosen and IBC, also on 
a pro-rata basis, based upon future performance of the Channel. Following the   
acquisition, Mr. Rosen and IBC will continue to be minority shareholders in the 
Channel along with Ivana Trump, who will continue to serve as its Chairman of   
the Board. Ms. Trump is expected to serve as the hostess of the Channel.        

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FORWARD-LOOKING STATEMENTS

        The Company cautions readers that certain important factors may affect
the Company's actual results and could cause such results to differ materially  
from any forward-looking statements that may be deemed to have been made in this
Prospectus or that are otherwise made by or on behalf of the Company. For this  
purpose, any statements contained in this Prospectus that are not statements of 
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as "may," "will," "expect,"         
"believe," "anticipate," "intend," "could," "estimate" or "continue" or the     
negative variations thereof or comparable terminology are intended to identify  
forward-looking statements. Factors which may cause or contribute to such       
difference in results include, but are not limited to, those discussed in the   
sections captioned "Risk Factors" below as well as those discussed elsewhere in 
this Prospectus and from time to time in the Company's filings with the         
Commission.                                                                     

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RISK FACTORS

        THE SHARES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. BEFORE INVESTING IN THE COMMON STOCK, PROSPECTIVE PURCHASERS SHOULD       
CAREFULLY CONSIDER THE MATTERS SET FORTH BELOW AS WELL AS THE OTHER INFORMATION 
SET FORTH IN THIS PROSPECTUS, BEFORE MAKING AN INVESTMENT DECISION.             

      LIMITED OPERATING HISTORY: OPERATING LOSSES: ACCUMULATED DEFICIT AND
LIMITED FUNDS: GOING CONCERN ISSUES. The Company was organized in May 1993 and  
commenced operations, on a limited basis, in September 1994. For the year ended 
December 31, 1996, the Company incurred operating losses aggregating $1,382,214.
The Company's accumulated deficit at September 30, 1997 was $3,992,180. The     
Company had a net loss of $1,707,332 for the nine months ended September 30,    
1997, in comparison to $931,239 during the same period in 1996. This net loss   
reflects the continued build-up of operations in Costa Rica, the operation of   
the Lacrosse system, and the professional services necessary to assure          
compliance with FCC, SEC and Costa Rican regulation. The net loss for the 1997  
period also includes $805,000 of non-recurring financial and public relations   
consulting service costs that were not incurred in the comparable nine month    
period ended September 30, 1996. The Company expects to continue experiencing   
net losses while it develops and expands its wireless cable systems and the     
to-be acquired Fifth Avenue Channel. The Company's financial resources are      
limited and have to date been depleted through expansion and losses sustained by
the Company since its inception. The Company's expansion activities and net     
losses have placed substantial pressure on the working capital and liquidity of 
the Company. The Company is currently experiencing a cash shortage. These       
conditions raise substantial doubt as to the Company's ability to continue as a 
going concern. The ability of the Company to finance its activities and growth  
will depend on its ability to procure additional financing and achieve a        
profitable level of operations. There can be no assurance that such financing   
can be obtained. No assurance can be given that the Company will generate       
substantial revenues or that the Company's business operations will prove to be 
profitable. The Company's operations are subject to all of the risks inherent in
the establishment of a new business, particularly one in the highly competitive 
pay television industry. The likelihood of the success of the Company must be   
considered in light of its limited financial resources and the problems,        
expenses, difficulties, complications and delays. frequently encountered in     
connection with establishing a new business, including, without limitation,     
market acceptance of the Company's services, regulatory problems, unanticipated 
expenses and competition. There can be no assurances that the Company's business
will be successful.                                                             

       COMPETITION; PHYSICAL LIMITATIONS OF WIRELESS CABLE TRANSMISSION. The
pay television industry is highly competitive. Wireless cable television systems
face or may face competition from several sources, such as traditional hard-wire
cable companies, satellite receivers, direct broadcast satellites ("DBS") and   
other alternative methods of distributing and receiving television              
transmissions. Further, premium movie services offered by cable television      
systems have encountered significant competition from the home video cassette   
recorder industry. In areas where a number of local off-air VHF/UHF broadcast   
signals can be received without the benefit of cable television, cable          
television systems have also experienced competition from the availability of   
broadcast signals generally and have found market penetration more difficult.   

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Several actual and potential competitors have greater financial, marketing, and 
other resources than the Company.                                               

         Wireless cable programming is transmitted through the air via microwave
frequencies that generally require a direct "line-of-sight" from the transmitter
facility to the subscriber's receiving antenna. In communities with dense       
foliage, hilly terrain, tall buildings or other obstructions in the transmission
path, transmission may be blocked at certain locations without the use of signal
repeaters known as "beam-benders." Traditional hard-wire cable systems deliver  
the signal to a subscriber's location through a network of coaxial cable and    
amplifiers and do not require a direct line-of-sight for transmission and,      
therefore, may have a competitive advantage over the Company in those areas     
where the reception of wireless cable transmissions is difficult or impossible. 
In addition, in limited circumstances, extreme adverse weather could damage     
wireless cable transmission and receiver antennas as well as transmission site  
equipment. Such conditions would not similarly affect hardwire cable systems.   

         Wireless cable programming can only be transmitted in the United States
on the frequencies made available for wireless cable by the FCC. Currently, and 
until the commercial availability of digital compression technology, the number 
of channels of cable television programming that can be provided to subscribers 
of wireless cable systems is limited to 33. Hard-wire cable systems are not     
limited in this regard and frequently offer more channels of cable television   
programming than wireless cable systems. Satellite receivers and DBS have the   
capability of delivering over 100 channels of programming.                      

         Digital capability is ultimately essential for wireless to compete with
hard-wire cable. The ability to offer substantially more programming utilizing  
existing wireless cable channel capacity is dependent on effectively deploying  
digital compression technology. Digital compression technology has only recently
become commercially available to the wireless cable industry. The Company does  
not expect, for financial and other reasons, to be able to deploy such          
technology for several years.                                                   

    It is expected that the cost of digital compression equipment will
exceed the cost of analog equipment. There can be no assurance that the Company 
will have the financial resources to successfully deploy digital technology, or 
that cost-effective digital compression equipment will be available to the      
Company. Failure by the Company to deploy digital technology could have a       
material adverse effect on its operating results and business expansion.        

      Unlike hard-wire operators, wireless cable operators who do not hold
licenses to the frequencies in their markets have to lease the wireless cable   
channels on which they transmit their programming from channel license holders. 
Leases generally require the operator to pay the lessor a fee based on a        
percentage of subscription revenues, averaging approximately 5%, or, if greater,
a minimum monthly fee. Although hard-wire operators do not have to lease        
channels, they do have to pay franchise fees generally on all gross revenues    
from cable system operations (as compared to only subscription revenues in the  
case of wireless cable), typically in the range of 3% to 5%, an expense that is 
not incurred by wireless operators. Programming is generally available to       
traditional hard-wire and wireless operators on comparable terms, although      
operators that have a smaller number of subscribers often are required to pay   
higher                                                                          

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per subscriber fees. Accordingly, operators in the initial operating stage      
generally pay higher programming fees on a per subscriber basis.                

     Certain hard-wire cable operators have announced their intention to
develop interactive features for use by their subscribers, such as shopping via 
video catalogs and playing video games with neighbors. Interactive services are 
not currently available for wireless cable. The Company believes that the same  
manufacturers who currently are developing digital compression converters for   
both hard-wire and wireless cable will also make new developments in            
interactivity available to both industry segments. The FCC has designated a     
return path channel for use in connection with interactive services which may be
offered by wireless cable operators. The Company believes that, if it is        
economically feasible to do so, wireless cable systems can include two-way      
interactivity. There can be no assurance that interactive services will be made 
available for wireless cable systems and, therefore, to the extent such services
are available on hard-wire cable systems, the Company could be at a competitive 
disadvantage.                                                                   

      Legislative, regulatory and technological developments may result in
additional and significant new competition, including competition from local    
telephone companies. No assurance can be given that the Company will compete    
successfully with hard-wire cable and other pay television systems, or          
otherwise.                                                                      

       NEED FOR ADDITIONAL FINANCING FOR GROWTH. The growth of the Company's
business will require investment on a continuing basis to finance capital       
expenditures and related expenses for subscriber growth and new system          
development. There can be no assurance that the Company will be able to procure 
additional capital or generate sufficient revenues to fund its operations after 
such period. Although the Company is actively pursuing additional financing     
alternatives, the Company has no arrangements or commitments for additional     
capital, and there can be no assurance that the Company will be able to raise   
such capital. The development of, and expansion into, new markets will require  
additional financing, which may not be available on satisfactory terms, if at   
all. Failure to obtain such additional financing could adversely affect the     
growth of the Company. The Company does not currently have any available bank   
credit facilities. There can be no assurance that any additional required or    
desired financing will be available, through bank borrowings, debt or equity    
offerings, or otherwise, on acceptable terms, if at all.                        

    The Company paid part of the purchase price in connection with the
Costa Rica Acquisition by delivery to the Seller of a promissory note in the    
principal amount of $2,000,000. Principal, and accrued but unpaid interest if   
any, on this note was due and payable on February 23, 1997. The payment of this 
promissory note was secured by all of the shares of stock acquired by the       
Company in the Costa Rica Acquisition. The Company was unable to raise          
additional debt or equity capital to fund the $2,000,000 payment that was due in
February 1997. As a result, the Company entered into negotiations with the      
holder of said note, which negotiations ultimately resulted in a restructuring  
of this debt pursuant to the terms of the Debt Restructuring Agreement. Although
the holder of the Convertible Debenture has expressed an intention to convert   
the Debenture to Common Stock, until such conversion has occurred, there is the 
possibility that the Company could lose all of its rights to the broadcast      
licenses for the                                                                

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Costa Rica system if the Company defaults under the Debt Restructuring          
Agreement. Such loss would have a material adverse effect on the Company.       

   In March 1996, the Company was the successful bidder on broadcast
licenses for two (2) additional U.S. wireless cable markets (Wausau and Stevens 
Point, Wisconsin) for which it has met its 20% partial payments obligations. The
total price for the licenses will be $1,189,351, plus interest payments. The    
Company paid the initial 20% deposit in the total amount of $237,872 for the two
licenses. The balance of the winning bids is payable in quarterly installments  
for a 10 year period running from the date that the license is conditionally    
issued. Interest only payments must be made for the first two years.            

         The grant of the Wisconsin licenses is conditioned on the Company fully
and timely meeting its quarterly payment obligations, and the development of    
operating systems within 18 months of the grant of each license. The Company is 
unable to predict the exact date by which such systems must be operational,     
since it does not know when the licenses will be conditionally issued by the    
FCC. The Company estimates that the cost of developing a fully operational      
system in each market would be approximately $1,200,000 per system. As of the   
date of this Prospectus, the Company has not taken any steps to develop these   
systems. Development of these markets, and the funding of the acquisition price 
for the licenses, will require additional debt or equity financing, which may   
not be available to the Company on acceptable terms, if at all. The Company has 
no arrangements or commitments for such future financing, and there can be no   
assurance that the Company will be able to raise such capital. Failure to obtain
such additional financing could cause a forfeit of the licenses and could       
adversely affect the financial position and growth of the Company.              

      Additionally, the Company was the successful bidder on the broadcast
license for the Hickory-Lenoir-Morganton North Carolina market (the "Hickory    
License"), and made the initial 10% down payment on said license. However, on   
September 1, 1996, the balance of the Hickory License deposit was defaulted. As 
a result, a maximum default payment of three percent of the defaulting bidder's 
bid amount would be due to the FCC. In addition, the Company may be liable to   
the FCC for the difference between the Company's winning bid and a lower winning
bid received by the FCC in a subsequent auction of this license. The FCC has not
yet announced plans to re-auction the Hickory License.                          

        To the extent that future financing requirements are satisfied through
the issuance of equity securities, investors may experience significant dilution
in the net book value per share of Common Stock. Additional 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 may render the
Company more vulnerable to competitive pressures and economic downturns. The    
Company's future capital requirements will depend upon a number of factors, many
of which are not within the Company's control, including programming costs,     
capital costs, marketing expenses, staffing levels, subscriber growth and       
competitive conditions.                                                         

       IMPEDIMENTS TO PROPOSED EXPANSION. The Company has adopted a business
strategy which includes, in part, growth through the development of additional  
wireless cable systems. The Company's proposed expansion will be dependent on,  
among other things, the availability                                            

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of channel license rights on terms and conditions acceptable to the Company, if 
at all; successful development and construction of operating systems; the       
availability of suitable management and other personnel; the Company's general  
ability to manage growth; and the availability of adequate financing. The       
Company's management will be responsible for the selection of expansion         
opportunities in its sole discretion and shareholders will not be presented with
advance information regarding expansion opportunities or the ability to approve 
or disapprove system expansion opportunities. There can be no assurance that the
Company will be successful in its proposed business strategy. See "Need for     
Additional Financing for Growth" and "Business."                                

        RISK OF LOSS OF LICENSE RIGHTS. There is a substantial risk of loss of
the Company's rights to the two new Wisconsin licenses. The two new Wisconsin   
licenses are conditionally granted subject to the full and timely payment of the
purchase price, and development of operating systems within specified time      
periods. The Company does not currently have the capital to fund its purchase or
development obligations. Additionally, although the holder of the Convertible   
Debenture has indicated his intent to convert the Debenture to Common Stock     
before the end of the calendar year, there is, until such conversion is         
effectuated, risk of loss of the Company's rights to its licenses in Costa Rica 
in the event that the Company is unable to make the required payments when due  
pursuant to the Debt Restructuring Agreement involving part of the purchase     
price in the Costa Rica Acquisition. Failure to raise the necessary capital to  
fund the Company's obligations with respect to the new Wisconsin licenses and/or
the Convertible Debenture may cause the Company to lose such license rights and 
could have a material adverse effect on the Company's financial condition,      
results of operations and prospects for growth. See "Need for Additional        
Financing for Growth."                                                          

SIGNIFICANT OUTSTANDING INDEBTEDNESS. The Company has incurred
significant indebtedness in connection with the acquisition of its Costa Rican  
operations. Of the Company's total indebtedness, $2,000,000 was incurred in     
connection with the acquisition of the wireless cable system in Costa Rica. Two 
million dollars of the purchase price for the Costa Rica Acquisition was paid in
the form of a promissory note due February 23, 1997, secured by a pledge of all 
of the shares of stock acquired by the Company in the Costa Rica Acquisition.   
The Company defaulted on its obligations under this promissory note, resulting  
in a negotiated restructuring of the debt pursuant to the terms of the Debt     
Restructuring Agreement. If the Company defaults under the Debt Restructuring   
Agreement, the holder could foreclose on all of the stock acquired by the       
Company in the Costa Rica Acquisition. Although the holder of the Convertible   
Debenture has indicated his intent to convert the Debenture to Common Stock     
before the due date, and although the Company anticipates that it will repay its
outstanding indebtedness out of cash flow from operations, existing cash        
resources, the proceeds from the exercise of the Warrants, future debt or equity
financings, or a combination thereof, there can be no assurance that the Company
will have the financial resources to repay such amounts when due or that the    
Company will be able to raise additional capital to satisfy its outstanding     
indebtedness. The Company does not have a bank line of credit and there can be  
no assurance that any required or desired financing will be available, through  
bank borrowings, debt or equity offerings, or otherwise, on acceptable terms.   
There can be no assurance that the Company will receive significant proceeds, if
any, from the exercise of the Warrants, the Debenture Warrants, or the          
Consultant's Warrants.                                                          

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      DEPENDENCE ON KEY INDIVIDUALS. The Company's development and success
depends upon the continued contributions of its newly installed executive       
officers, particularly Melvin Rosen, President of the Company and Samuel H.     
Simkin, Vice President of the Company. The loss of the services of either Mr.   
Rosen or Mr. Simkin could have a material, adverse effect on the Company. The   
Company has not entered into employment agreements with either Mr. Rosen or Mr. 
Simkin. The Company's success is also dependent upon its ability to attract and 
retain qualified employees to meet the Company's needs during its growth.       

      TERMINATION OR EXPIRATION OF CHANNEL LICENSES. FCC licenses for U.S.
wireless cable channels generally must be renewed every 10 years, and there is  
no automatic renewal of such licenses. The U.S. channel licenses owned by the   
Company expire at different times beginning in 2001. In the United States,      
channel licenses are subject to non-renewal, revocation or cancellation for     
violations of the Communications Act of 1934, as amended (the "Communications   
Act") or the FCC's rules and policies. Under Costa Rican law, licenses are      
granted for a limited time, but are automatically extended by payment of certain
corresponding dues, provided that the functioning and installation of the       
station are adjusted to the stipulations of the relevant regulations. The       
termination of, or failure to renew, a channel license would result in the      
Company's being unable to deliver television programming on any such channel and
could have a material adverse effect on the Company. See "Government            
Regulation."                                                                    

         GOVERNMENT REGULATION. The business of the Company in the United States
is subject to regulation by the FCC and other regulatory agencies. The Company's
Costa Rican operations are subject to regulation under Costa Rican law.         

 In the United States, the wireless cable industry is subject to
regulation by the FCC pursuant to the Communications Act. The Communications Act
empowers the FCC, among other things: to issue, revoke, modify and renew        
licenses within the spectrum available to wireless cable; to approve the        
assignment and/or transfer of control over such licenses; to determine the      
location of wireless cable systems; to regulate the kind, configuration and     
operation of equipment used by wireless cable systems; and to impose certain    
equal employment opportunity requirements on wireless cable operators.          
Applications for renewal of licenses must be filed within a certain period prior
to expiration and there is no automatic renewal of such licenses. Petitions to  
deny applications for renewal may be filed during certain periods following the 
filing of such applications. Licenses are subject to revocation, cancellation or
non-renewal for violation of the Communications Act or the FCC's rules and      
policies.                                                                       

        The retransmission of local off-air VHF/UHF broadcasts is regulated by
the United States Copyright Office (the "U.S. Copyright Office") pursuant to the
Copyright Act of 1976, as amended (the "Copyright Act"). Secondary transmission 
of a broadcast signal is permissible only if approved by the copyright holder or
if subject to compulsory licensing under the Copyright Act. The U.S. Copyright  
Office has taken the position that, effective January 1, 1995, wireless cable   
operators, unlike traditional hard-wire cable operators, will not be "cable     
systems" entitled to a compulsory license under the Copyright Act. Pursuant to  
the Cable Television Consumer Protection and Competition Act of 1992 (the "Cable
Act"), local broadcasters may require that cable operators obtain their consent 
before retransmitting local off-air VHF/UHF broadcasts. The Company has obtained
such consent for the one broadcast signal                                       

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in its LaCrosse, Wisconsin system that the Company is retransmitting on a       
wireless cable channel. There can be no assurance that such consents will not be
required in the Company's future markets, if any, or that the Company will be   
able to obtain such consents on terms satisfactory to the Company, if required. 
See "Business."                                                                 

       Television operations in Costa Rica are regulated mainly by the Radio
and Television Law - LEY DE RADIO Y TELEVISION, No. 1758 of 19 June 1954, as    
amended (the "Law"); the Regulation of Wireless Stations - REGLAMENTO DE        
ESTACIONES INALAMBRICAS, No. 63 of 11 December, 1956,- and the Broadcasting Rule
of Atlantic City and the International Agreements Regarding Broadcasting        
executed in Washington, D.C., on March of 1949, which have been ratified by the 
Congress of Costa Rica. According to the Law, television operations can only be 
established, conducted and exploited by means of a concession granted by the    
Radio Control Office ("RCO"), upon payment of the taxes and completion of all   
formal requirements imposed by the Law. Once the concession is granted, the RCO 
will periodically control and supervise its operation. In order to verify that  
the terms and conditions of the concession are being fulfilled, the RCO is      
authorized to visit and inspect the place of business of the concessionaire at  
any time. If there is any incorrect technical functioning, the licensee, within 
forty-eight hours, must reestablish the concession to its original terms under  
penalty of cancellation of the license.                                         

       The Law establishes that licenses are granted for a limited time, but
they are automatically extended by payment of the corresponding dues, provided  
that the functioning and installation of the station are adjusted to the        
stipulations of the Law. The transfer or alienation of the right to a frequency 
is permitted only with the previous authorization of the RCO, which means that a
formal request has to be submitted to the RCO on these terms.                   

       Article 3 of the Law requires that concessionaires have not less than
65% Costa Rican ownership. The Company has been advised by its Costa Rican      
counsel that this provision is not being actively enforced and that there is a  
decision from the Constitutional Court declaring a similar provision in a       
related law (LEY DE MEDIOS DE DIFUSION Y AGENCIAS DE PUBLICIDAD) to be          
unconstitutional. However, based on Costa Rican counsel's recommendation, the   
Company structured its ownership of these licenses to be indirect through a     
tiered subsidiary structure of Costa Rican corporations to provide for 100%     
Costa Rican ownership of the companies holding the licenses, which the Company  
believes adequately meets all requirements of Costa Rican law. However, in the  
event this structure is not acceptable to the government, an alternate ownership
structure would have to be implemented, which could have a material adverse     
effect on the Company.                                                          

        Wireless cable operators are also subject to regulation by the Federal
Aviation Administration with respect to the construction of transmission towers 
and to certain local zoning regulations affecting construction of towers and    
other facilities. There may also be restrictions imposed by local authorities.  
There can be no assurance that the Company will not be required to incur        
additional costs in complying with such regulations and restrictions. Due to the
regulated nature of the cable industry, the Company's growth and operations may 
be adversely impacted by the adoption of new, or changes to, existing laws or   
regulations or the interpretations thereof.                                     

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IMPACT OF RECENTLY ENACTED LEGISLATION. The recently enacted  
Telecommunications Act of 1996 (the "1996 Act") could have a material impact on 
the wireless cable industry and the competitive environment in which the Company
operates. The 1996 Act will result in comprehensive changes to the regulatory   
environment for the telecommunications industry as a whole. The legislation     
will, among other things, substantially reduce regulatory authority over cable  
rates. Another provision of the 1996 Act will afford hard-wire cable operators  
greater flexibility to offer lower rates to certain of their subscribers, and   
would thereby permit cable operators to offer discounts on hard-wire cable      
service to the Company's subscribers or prospective subscribers. The legislation
will permit telephone companies to enter the video distribution business,       
subject to certain conditions. The entry of telephone companies into the video  
distribution business, with greater access to capital and other resources, could
provide significant competition to the wireless cable industry, including the   
Company. In addition, the legislation will afford relief to the Direct Broadcast
Satellite ("DBS") industry by exempting DBS providers from local restrictions on
reception antennas and preempting the authority of local governments to impose  
certain taxes. The Company cannot predict the substance of rules and policies to
be adopted by the FCC in implementing the provisions of the legislation. See    
"Business-Government Regulation."                                               

    RISKS OF INTERNATIONAL OPERATIONS. A significant percentage of the
Company's revenues, on a consolidated basis, is derived from the operations of  
its wholly-owned subsidiary in Costa Rica. These revenues are subject to the    
risks normally associated with international operations which include, without  
limitation, difficulties in staffing and managing foreign operations, losses    
from currency conversion and fluctuating exchange rates, limitations (including 
taxes) on the repatriation of earnings, slower and more difficult accounts      
receivable collection, greater difficulty and expense in administering business 
abroad, complications in complying with foreign laws and changes in regulatory  
requirements, and cultural differences in the conduct of business. There can be 
no assurance that these factors will not have a material adverse effect on the  
Company's business, operating results, and financial condition.                 

   DEPENDENCE ON PROGRAM MATERIAL AGREEMENTS. In connection with its
distribution of television programming, the Company is dependent on fixed-term  
contracts with various program suppliers. Although the Company has no reason to 
believe that any such contracts will be canceled or will not be renewed upon    
expiration, if such contracts are canceled or not renewed, the Company will have
to seek program material from other sources. There is no assurance that other   
program material will be available to the Company on acceptable terms or at all 
or, if so available, that such material will be acceptable to the Company's     
subscribers. The likelihood that program material will be unavailable to the    
Company is significantly mitigated by the Cable Act and various FCC regulations 
issued thereunder, which, among other things, impose limits on exclusive        
programming contracts and generally prohibit cable programmers in which a cable 
operator has an attributable interest from discriminating against cable         
competitors with respect to the price, terms and conditions of sale of          
programming. However, no such protections are available in international        
markets.                                                                        

 CONFLICTS OF INTEREST. Conflicts of interest could arise in the
negotiation of the terms of any transaction between the Company and its         
shareholders, officers, directors or affiliates. The Company has no plans or    
arrangements, including the hiring of an independent third party, for           

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the resolution of disputes between the Company and such persons, if they arise. 
The Company and its public shareholders could be adversely affected should such 
individuals choose to place their own interests before those of the Company. No 
assurance can be given that conflicts of interest will not cause the Company to 
lose potential opportunities, profits, or management attention. The Board of    
Directors of the Company has adopted a policy regarding transactions between the
Company and any officer, director, or affiliate, including loan transactions,   
requiring that all such transactions be approved by a majority of the           
independent and disinterested members of the Board of Directors and that all    
such transactions be for a bona fide business purpose and be entered into on    
terms at least as favorable to the Company as could be obtained from            
unaffiliated independent third parties.                                         

       UNCERTAINTY OF SIGNIFICANT ASSUMPTIONS AND INFORMATION. The Company's
plans for implementing its proposed business operations and achieving           
profitability from its intended operations are based on the experience, judgment
and certain assumptions of its management and upon certain available information
concerning the wireless cable industry in general and the Company's potential   
markets. No independent market studies have been conducted concerning the extent
to which customers will subscribe to the Company's wireless cable services nor  
are any such studies planned. There can be no assurance that the Company's plans
will materialize, or that the Company's assumptions will prove correct. See     
"Business."                                                                     

        VOTING POWER OF PRESENT MANAGEMENT. As of the date of this Prospectus,
the Company's officers and directors own approximately 14.9% of the outstanding 
Common Stock of the Company. Additionally, the holder of the Company's          
Convertible Debenture as well as the Debenture Warrants, also an officer and    
director of the Company, beneficially owns an additional 58.8% of the           
outstanding Common Stock of the Company. Consequently, these individuals may be 
in a position to influence a majority of the Company's Directors and generally  
to exercise control over the Company's affairs.                                 

   DIVIDENDS UNLIKELY. The Company has not paid any dividends on its
Common Stock and does not intend to declare or pay cash dividends in the        
foreseeable future. Earnings are expected to be retained to finance and expand  
its business.                                                                   

   RISK OF FUTURE SALES OF COMMON STOCK. Future sales of substantial
amounts of Common Stock pursuant to Rule 144 under the Securities Act of 1933,  
as amended (the "Securities Act") or otherwise by certain shareholders could    
have a material adverse impact on the market price for the Common Stock at the  
time. There are presently 598,212 outstanding shares of Common Stock of the     
Company beneficially held by members of management and other existing           
shareholders of the Company which are deemed "restricted securities" as defined 
by Rule 144 under the Securities Act. Under certain circumstances, these shares 
may be sold without registration pursuant to the provisions of Rule 144. In     
general, under Rule 144, a person (or persons whose shares are aggregated) who  
has satisfied a one-year holding period may, under certain circumstances, sell  
within any three-month period a number of restricted securities which does not  
exceed the greater of one (1%) percent of the shares outstanding or the average 
weekly trading volume during the four calendar weeks preceding the notice of    
sale required by Rule 144. In addition, Rule 144 permits, under certain         
circumstances, the sale of restricted securities by a person who is not an      
affiliate of the Company and has satisfied a two-year holding period without any
quantity limitations. Any sales of shares by shareholders pursuant to Rule 144  
may have a depressive effect on the price of the Common Stock.                  

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     RISK OF AUTHORIZATION OF PREFERRED STOCK. The Company's Articles of
Incorporation authorizes the issuance of 5,000,000 shares of "blank check"      
preferred stock with such designations, rights and preferences as may be        
determined from time to time by the Board of Directors. Accordingly, the Board  
of Directors is empowered, without stockholder approval (but subject to         
applicable government regulatory restrictions), to issue preferred stock with   
dividend, liquidation, conversion, voting or other rights which could adversely 
affect the voting power or other rights of the holders of the Company's Common  
Stock. In the event of issuance, the preferred stock could be utilized, under   
certain circumstances, as a method of discouraging, delaying or preventing a    
change in control of the Company. The Company issued 200 shares of its Series A 
Convertible Preferred Stock in November 1996 and 100 shares of its Series B     
Convertible Preferred Stock in March 1997, all of which shares have been        
converted to shares of Common Stock. Although the Company has no present        
intention to issue any additional shares of preferred stock, there can be no    
assurance that the Company will not do so in the future.                        

   POSSIBLE APPLICABILITY OF RULES RELATING TO LOW-PRICED STOCKS; NO
ASSURANCE OF CONTINUED LISTING ON NASDAQ. While the Company's Common Stock and  
Warrants are listed on the Nasdaq SmallCap Market, there can be no assurance    
that such listing will continue. If the Common Stock were to be delisted for    
failure to meet the maintenance requirements, the shares might be subject to the
penny stock rules promulgated under the Securities Exchange Act of 1934. The    
Commission has adopted regulations which generally define a "penny stock" to be 
any equity security that has a market price (as defined) of less than $5.00 per 
share, subject to certain exceptions. The shares of Common Stock offered hereby 
may be deemed to be "penny stocks" and thus become subject to rules that impose 
additional sales practice requirements on broker/dealers who sell such          
securities to persons other than established customers and accredited investors,
unless the Common Stock is listed on The Nasdaq SmallCap Market. Consequently,  
the "penny stock" rules may restrict the ability of broker/dealers to sell the  
Company's securities and may affect the ability of purchasers in this offering  
to sell the Company's securities in a secondary market.                         

  The Nasdaq Stock Market, Inc. has adopted certain changes to the
maintenance criteria for listing eligibility on The Nasdaq SmallCap Market. The 
new maintenance standards require at least $2,000,000 in net tangible assets    
(total assets less total liabilities and goodwill) or $500,000 in net income in 
two of the last three years, a public float of at least 500,000 shares, a       
$1,000,000 market value of public float, a minimum bid price of $1.00 per share,
at least two market makers, at least 300 shareholders and at least two outside  
directors. The Commission recently approved these criteria, and a compliance    
period for the new maintenance criteria is in the process of being implemented. 
If the Company is or becomes unable to meet the listing criteria of The Nasdaq  
SmallCap Market and becomes delisted therefrom, trading, if any, in the Common  
Stock would thereafter be conducted in the over-the-counter market on the OTC   
Electronic Bulletin Board. In such an event, the market price of the Common     
Stock may be adversely impacted and an investor may find it difficult to dispose
of, or to obtain accurate quotations as to the market value of the Common Stock.

      EFFECT OF OUTSTANDING WARRANTS AND CONVERTIBLE SECURITIES. As of the
date of this Prospectus, the Company has outstanding warrants to purchase an    
aggregate of 3,965,000 shares                                                   

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of Common Stock and the Convertible Debenture convertible into 4,732,000 shares 
of Common Stock. As long as such warrants and convertible securities remain     
unexercised or are not converted, as the case may be, the terms under which the 
Company could obtain additional capital may be adversely affected. Moreover, the
holders of the warrants and convertible securities may be expected to exercise  
or convert them at a time when the Company would, in all likelihood, be able to 
obtain any needed capital by a new offering of its securities on terms more     
favorable than those provided by such securities.                               

 USE OF PROCEEDS

        The Company will receive no proceeds from the sale of any of or all of
the Shares of Common Stock being offered by the Selling Shareholders hereunder  
or upon conversion of the Convertible Debentures, but may receive an aggregate  
of approximately $1,552,500 upon exercise of all of the Warrants, Debenture     
Warrants and the Consultant's Warrants. The Debenture Warrants provide for      
cashless exercise, which, if such option is used as is presumed in the above    
figure, would result in no proceeds being received by the Company upon such     
exercise. Such proceeds, if any, will be used for working capital and other     
corporate purposes.                                                             

        Expenses expected to be incurred by the Company in connection with the
registration of the Shares are estimated at approximately $30,000.              

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SELLING SHAREHOLDERS

         The Company has been advised by the Selling Shareholders that, with the
exception of Melvin Rosen, none of the Selling Shareholders has or had a        
position, office or other material relationship with the Company or any of its  
affiliates within the past three years. Unless otherwise indicated, the         
following table sets forth certain information with respect to the ownership of 
the Company's Common Stock by each Selling Shareholder as of the date of this   
Prospectus.                                                                     

                                                        [Enlarge/Download Table]


                                         OWNERSHIP OF SHARES       NUMBER OF        OWNERSHIP OF SHARES  
NAME AND ADDRESS OF SELLING                OF COMMON STOCK          SHARES            OF COMMON STOCK    
       SHAREHOLDER                        PRIOR TO OFFERING     OFFERED HEREBY       AFTER OFFERING(1)   
---------------------------           ------------------------  --------------    -----------------------
                                       SHARES       PERCENTAGE                    SHARES       PERCENTAGE
                                      -------       ----------                    ------       ----------

                                                                                                         
Michael Ploshnick(2)................     80,000(3)     2.0%           80,000            0         *      
17346 St. James Court                                                                                    
Boca Raton, FL 33496                                                                                     

Howard Schwartz(2)..................    144,000(4)     3.5%          144,000            0         *      
23 Pheasant Run Ln.                                                                                      
Dix Hills, NY 11746                                                                                      

Steven Finkelstein(2)...............    131,000(5)     3.2%          131,000            0         *      
6 Horizon Road, #2803                                                                                    
Fort Lee, NJ 07024                                                                                       

Salvatore Marasa(2).................    144,000(6)     3.5%          144,000            0         *      
242 Pondview Lane                                                                                        
Smithtown, NY 11787                                                                                      

David Ganz(2).......................    144,000(7)     3.5%          144,000            0         *      
1220 Terry Rd.                                                                                           
Renkonkoma, NY 11779                                                                                     

Edward Goldner(2)...................     13,000(8)     *              13,000            0         *      
127 14th Street                                                                                          
W. Babylon, NY  11704                                                                                    

Anthony Imbo(2).....................    144,000(9)     3.5%          144,000            0         *      
1995 Orinoco Drive                                                                                       
West Islip, NY 11795                                                                                     

Melvin Rosen........................ 6,033,212(10)    61.9%        1,301,212    4,732,000        48.57%  
1506 N.E. 162 Street                                                                                     
North Miami Beach, FL 33162                                                                              

Amber Capital Corporation...........   394,477         9.8%          394,477            0         *      
2 Spur Lane                                                                                              
Rolling Hills, CA 90274                                                                                  

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Investor Resource                                                                                        
Services, Inc......................    394,477         9.8%          394,477            0         *      
490 North Causeway                                                                                       
New Smyrna Beach, FL 32169                                                                               

Aurora Holdings, Inc...............    394,477         9.8%          394,477            0         *      
1020 Brookstown Avenue                                                                                   
Suite 14                                                                                                 
Winston-Salem, NC 27101                                                                                  

J.W. Barclay & Co., Inc............    225,000(11)     5.3%          225,000            0         *      
One Battery Park Plaza                                                                                   
New York, NY 10004                                                                                       

-------------------------                                                       
*      Less than 1%.                                                            

(1)    Assumes that all Shares are sold pursuant to this offering and that      
no other shares of Common Stock are acquired or disposed of by the
     Selling Shareholders prior to the termination of this offering. Because
    the Selling Shareholders may sell all, some or none of their Shares or
 may acquire or dispose of other shares of Common Stock, no reliable
      estimate can be made of the aggregate number of Shares that will be sold
       pursuant to this offering or the number or percentage of shares of Common
  Stock that each Selling Shareholder will own upon completion of this
offering.                                                         

(2)    An assignee of a portion of the Consultant's Warrants.                   

(3)    Consists of shares of Common Stock issuable due to exercise of one-year  
       warrants for the purchase of 50,000 shares of Common Stock of an exercise
    price of $1.00 per share, one-year warrants for the purchase of 20,000
 shares of Common Stock at an exercise price of $2.50 per share, and
      three-year warrants for the purchase of 10,000 shares of Common Stock at
an exercise price of $2.50 per share.                             

(4)    Consists of shares of Common Stock issuable due to exercise of one-year  
       warrants for the purchase of 90,000 shares of Common Stock at an exercise
    price of $1.00 per share, one-year warrants for the purchase of 36,000
 shares of Common Stock at an exercise price of $2.50 per share, and
      three-year warrants for the purchase of 18,000 shares of Common Stock at
an exercise price of $2.50 per share.                             

(5)    Consists of shares of Common Stock issuable due to exercise of one-year  
       warrants for the purchase of 77,000 shares of Common Stock at an exercise
    price of $1.00 per share, one-year warrants for the purchase of 36,000
 shares of Common Stock at an exercise price of $2.50 per share, and
      three-year warrants for the purchase of 18,000 shares of Common Stock at
an exercise price of $2.50 per share.                             

(6)    Consists of shares of Common stock issuable due to exercise of one-year  
       warrants for the purchase of 90,000 shares of Common Stock at an exercise
    price of $1.00 per share, one-year warrants for the purchase of 36,000
 shares of Common Stock at an exercise price of $2.50 per share, and
      three-year warrants for the purchase of 18,000 shares of Common Stock at
an exercise price of $2.50 per share.                             

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(7)    Consists of shares of Common stock issuable due to exercise of one-year  
       warrants for the purchase of 90,000 shares of Common Stock at an exercise
    price of $1.00 per share, one-year warrants for the purchase of 36,000
 shares of Common Stock at an exercise price of $2.50 per share, and
      three-year warrants for the purchase of 18,000 shares of Common Stock at
an exercise price of $2.50 per share.                             

(8)    Consists of shares of Common Stock issuable due to exercise of one-year  
       warrants for the purchase of 13,000 shares of Common Stock at an exercise
price of $1.00 per share.                                         

(9)    Consists of shares of Common stock issuable due to exercise of one-year  
       warrants for the purchase of 90,000 shares of Common Stock at an exercise
    price of $1.00 per share, one-year warrants for the purchase of 36,000
 shares of Common Stock at an exercise price of $2.50 per share, and
      three-year warrants for the purchase of 18,000 shares of Common Stock at
an exercise price of $2.50 per share.                             

(10)   Consists of an aggregate of 301,212 shares of Common Stock issued in     
     part as part of the consideration for the Costa Rica Acquisition and in
     part as part of the consideration for the Debt Restructuring Agreement,
    and also includes shares of Common Stock issuable upon exercise of the
       Debenture Warrants and upon conversion of the Convertible Debenture. Does
 not include 350,000 additional shares of Common Stock that would be
issuable in the event that the Company repays Mr. Rosen a debt of 
     approximately $175,000 which may be due him based on an increase in the
  number of subscribers in Costa Rica (approximately 3,500 subscribers
   multiplied by $50 each), and Mr. Rosen elects to convert said debt to
     350,000 shares of Common Stock at a conversion price of $.50 per share.

(11)   Consists of shares of Common Stock issuable upon exercise of Private     
 Placement Warrants to purchase 225,000 shares of Common Stock at an
exercise price of $5.75 per share.                                

PLAN OF DISTRIBUTION

      The Selling Shareholders have advised the Company that they may from
time to time sell all or a portion of the Shares offered hereby in one or more  
transactions in the over-the-counter market, on the Nasdaq SmallCap Market, or  
on any other exchange on which the Common Stock may then be listed, in privately
negotiated transactions or otherwise, or a combination of such methods of sale, 
at market prices prevailing at the time of sale or prices related to such       
prevailing market prices or at negotiated prices. The Selling Shareholders may  
effect such                                                                     

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transactions by selling the Shares to or through broker-dealers, and such       
broker-dealers may receive compensation in the form of underwriting discounts,  
concessions or commissions from the Selling Shareholders and/or purchasers of   
the Shares for whom they may act as agent (which compensation may be in excess  
of customary commissions). The Selling Shareholders and any participating       
broker-dealers may be deemed to be "underwriters" as defined in the Securities  
Act. Neither the Company nor the Selling Shareholders can estimate at the       
present time the amount of commissions or discounts, if any, that will be paid  
by the Selling Shareholders on account of their sales of the Shares from time to
time.                                                                           

        Under the securities laws of certain states, the Shares may be sold in
such states only through registered or licensed broker-dealers or pursuant to   
available exemptions from such requirements. In addition, in certain states the 
Shares may not be sold therein unless the Shares have been registered or        
qualified for sale in such state or an exemption from such requirement is       
available and is complied with.                                                 

         The Company will pay certain expenses in connection with this offering,
estimated to be approximately $30,000, but will not pay for any underwriting    
commissions and discounts, if any, or counsel fees or other expenses of the     
Selling Shareholders. The Company has agreed to indemnify the Selling           
Shareholders, their directors, officers, agents and representatives, and any    
underwriters, against certain liabilities, including certain liabilities under  
the Securities Act. The Selling Shareholders have also agreed to indemnify the  
Company, its directors, officers, agents and representatives against certain    
liabilities, including certain liabilities under the Securities Act.            

 The Selling Shareholders and other persons participating in the
distribution of the Shares offered hereby are subject to the applicable         
requirements of Rule 10b-6 promulgated under the Exchange Act in connection with
sales of the Shares.                                                            

 DESCRIPTION OF SECURITIES

GENERAL                                                                         

         The Company's authorized capital stock consists of 10,000,000 shares of
Common Stock, par value $.001 per share, and 5,000,000 shares of preferred      
stock, par value $.001 per share (the "Preferred Stock"). As of the date of this
Prospectus, 4,009,643 shares of Common Stock and no shares of Preferred Stock   
were outstanding. The transfer agent for the Common Stock is Continental Stock  
Transfer & Trust Company, 2 Broadway, New York, New York 10004.                 

COMMON STOCK                                                                    

       The Company is authorized to issue 10,000,000 shares of Common Stock,
$.001 par value, of which 4,009,643 shares are issued and outstanding as of the 
date of this Prospectus. The issued and outstanding shares of Common Stock are  
fully paid and non-assessable. Holders of Common Stock are entitled to one vote 
for each share held of record on all matters submitted to a vote of stockholders
and may not cumulate their votes for the election of directors. Shares          

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of Common Stock are not redeemable, do not have any conversion or preemptive    
rights and are not subject to further calls or assessments once fully paid.     

    Holders of Common Stock will be entitled to share pro rata in such
dividends and other distributions as may be declared from time to time by the   
Board of Directors out of funds legally available therefore, subject to any     
prior rights accruing to any holders of preferred stock of the Company. Upon    
liquidation or dissolution of the Company, holders of shares of Common Stock    
will be entitled to share proportionally in all assets available for            
distribution to such holders.                                                   

PREFERRED STOCK                                                                 

         The Board of Directors has the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of Preferred Stock, par value of  
$.001 per share, in one or more series and to fix the rights, preferences,      
privileges and restrictions thereof, including dividend rights, conversion      
rights, voting rights, terms of redemption, liquidation preferences and the     
number of shares constituting any series or the designation of such series.     
There are currently no issued and outstanding shares of preferred stock. The    
issuance of Preferred Stock could adversely affect the voting power of holders  
of Common Stock and could have the effect of delaying, deferring or preventing a
change in control of the Company.                                               

PURCHASE WARRANTS AND CONVERTIBLE DEBENTURE                                     

As of the date of this Prospectus, the Company has issued and 
outstanding a total of 3,965,000 warrants to purchase a like number of shares of
its Common Stock. Of such total, 1,610,000 were sold by the Company and 400,000 
were sold by certain selling securityholders in the Company's initial public    
offering in May 1995 (the "IPO Warrants"), 100,000 Underwriters' Stock Warrants 
and 140,000 Underwriters' Warrants were sold to the underwriter of such         
offering, 225,000 warrants (the "Private Placement Warrants") were sold in a    
private offering in August 1994, 1,000,000 of the warrants are the Debenture    
Warrants and 350,000 of the warrants are the Consultant's Warrants.             

       The various exercise or conversion prices and the number of shares of
Common Stock purchasable upon the exercise of the warrants and conversion of the
Convertible Debenture are subject to adjustment upon the occurrence of certain  
events, including stock dividends, stock splits, combinations or                
reclassification of the Common Stock. The warrants and the Convertible Debenture
do not confer upon holders any voting or any other rights as shareholders of the
Company.                                                                        

         The following is a brief summary of certain provisions of the warrants,
but such summary does not purport to be complete and is qualified in all        
respects by reference to the actual text of the particular warrant agreement.   

IPO WARRANTS                                                  

       The IPO Warrants are exercisable at a price of $5.75 per share at any
time until May 3, 2003 and are governed by a warrant agreement between the      
Company and Continental Stock Transfer & Trust Company as warrant agent.        

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      IPO Warrants are subject to redemption by the Company, upon 30 days'
prior written notice, at a price of $.25 per IPO Warrant, if the closing sale or
bid price per share of the Common Stock equals or exceeds 120% of the           
then-current exercise price (initially $5.75, subject to adjustment) per share  
for the 20 trading days ending on the third trading day prior to the mailing of 
the notice of the redemption.                                                   

UNDERWRITER'S WARRANTS AND UNDERWRITER'S STOCK WARRANTS       

        The 140,000 Underwriter's Warrants and the 100,000 Underwriter's Stock
Warrants were issued to designees of the Company's Underwriter in the Company's 
initial public offering of securities in May 1995. The 140,000 Underwriter's    
Warrants entitle the holders to purchase a like number of underlying warrants   
("Underlying Warrants"), which are identical to the IPO Warrants described      
above, i.e., each Underlying Warrant entitles the holder to purchase one share  
of Common Stock at an exercise price of $5.75 until May 3, 2000, and is subject 
to redemption by the Company upon 30 days prior written notice at a price of    
$.25 per Underlying Warrant, provided that the closing sale or bid price per    
share of the Company's Common Stock equals or exceeds 120% of the then current  
exercise price (initially $5.75, subject to adjustment) to the 20 trading days  
ending on the third trading day prior to the mailing of the notice of           
redemption. The Underwriter's Warrants are exercisable for a like number of     
Underlying Warrants at a price of $.375 per warrant and the Underwriter's Stock 
Warrants are exercisable for a like number of shares of Common Stock at a price 
of $7.50 per share. The Underwriter's Warrants and the Underwriter's Stock      
Warrants are exercisable until May 3, 2000.                                     

PRIVATE PLACEMENT WARRANTS                                    

    In August 1994, the Company issued an aggregate of 225,000 Private
Placement Warrants as part of the sale of units of its securities. Such warrants
may be exercised no sooner than one year and no later than five years from the  
date of their issuance at an exercise price of $5.75 per share. The warrants    
provide for adjustment of the number of shares underlying the warrants upon the 
occurrence of certain events, as stock dividends, stock splits, or other        
reclassifications of the Company's common stock, a consolidation or merger of   
the Company, or a liquidating distribution of the Company's common stock.       

        CONVERTIBLE DEBENTURE AND DEBENTURE WARRANTS ISSUED IN CONNECTION WITH
DEBT RESTRUCTURING                                            

       As part of the restructuring of the Company's debt for the Costa Rica
Acquisition, the Company issued a Convertible Debenture to the Seller under said
Acquisition.                                                                    

         The Convertible Debenture is set to mature 12 months from its face date
with interest to accrue at 12% per annum (7% to be paid monthly and 5% at       
maturity). The principal amount of the Convertible Debenture is $2 million plus 
certain expenses owed or reimbursable to Seller at the issue date of the        
Convertible Debenture. At the Company's option, $1 million of this amount may be
extended for an additional period of 12 months with interest to accrue on such  
amount at 15% per annum (8% to be paid monthly in arrears and 7% to be paid at  
maturity). The Seller has the option, exercisable within six months of the issue
date of the Convertible                                                         

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Debenture, to elect or extend the maturity date of the Convertible Debenture of 
an additional 12 months, in which event, commencing on the first day of the 13th
month after the issue date of the Convertible Debenture, one-half of the        
principal amount will accrue interest at 12% per annum (7% to be paid monthly in
arrears and 5% to be paid at maturity) and one-half of the principal amount will
accrue interest at 15% per annum (8% to be paid monthly in arrears and 7% to be 
paid at maturity).                                                              

      As further consideration for the above-described debt restructuring,
the Company agreed to issue to the Seller the Debenture Warrants, which consist 
of (i) a warrant to purchase 500,000 shares at $1.00 per share, and (ii) a      
warrant to purchase 500,000 shares at $5.00 per share. The Debenture Warrants   
have a term of five years and provide for cashless exercise and anti-dilution.  

 The Convertible Debenture is convertible by the Seller into the
Company's common stock at any time after the issue date prior to payment of the 
debenture on at least 30 days advance notice to the Company. The conversion     
price is equal to the lesser of (1) $.50 per share of common stock or (2) a     
price per share of common stock equal to the average of the closing "bid" for   
the Company's common stock as reported on NASDAQ for the five trading days      
immediately prior to the conversion date. The Company is obligated to reserve   
for issuance upon conversion a sufficient number of shares of common stock and  
to register such reserved shares and maintain an effective registration         
statement for such shares. The Seller has expressed his intent to convert the   
Convertible Debenture by December 31, 1997, although such conversion has not yet
taken place.                                                                    

CONSULTANT'S WARRANTS                                         

    The Consultant's Warrants were issued to Meyers, Pollock, Robbins,
Inc., the Company's financial consultant pursuant to a Consultant Agreement     
entered into by the Company and said Consultant as of July 24, 1997. The        
Consultant's Warrants have subsequently been assigned to certain individuals.   

  The Consultant's Warrants consist of the following: (i) one-year
warrants for the purchase of 500,000 shares of Common Stock at an exercise price
of $1.00 per share; (ii) one-year warrants for the purchase price of 200,000    
shares of Common Stock at an exercise price of $2.50 per share; and (iii)       
three-year warrants for the purchase of 100,000 shares of Common Stock at an    
exercise price of $2.50 per share. The one-year warrants for the purchase of    
450,000 shares of Common Stock at an exercise price of $1.00 per share were     
exercised in October 1997, leaving one-year warrants for the purchase of 50,000 
shares of Common Stock at an exercise price of $1.00 per share unexercised as of
the date of this Prospectus.                                                    

CERTAIN ANTI-TAKEOVER EFFECTS                                                   

       Florida has enacted legislation that may deter or frustrate takeovers
of Florida corporations. The Florida Control Share Act generally provides that  
shares acquired in excess of certain specified thresholds will not possess any  
voting rights unless such voting rights are approved by a majority vote of a    
corporation's disinterested shareholders. The Florida Affiliated Transactions   
Act generally requires supermajority approval by disinterested shareholders of  

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certain specified transactions between a public corporation and holders of more 
than 10% of the outstanding voting shares of the corporation (or their          
affiliates). Florida law and the Company's Articles of Incorporation also       
authorize the Company to indemnify the Company's directors, officers, employees 
and agents. Pursuant to such authorization, the Company has entered into        
agreements with each of its directors and certain of its officers providing for 
indemnification to the fullest extent permitted by law.                         

    Additionally, the authority possessed by the Board of Directors to
issue Preferred Stock could potentially be used to discourage attempts by others
to obtain control of the Company through merger, tender offer, proxy contest or 
otherwise by making such attempts more difficult to achieve or more costly. The 
Board of Directors may issue Preferred Stock with voting and conversion rights  
that could adversely affect the voting power of the holders of Common Stock.    
Except as described above, there are no agreements or understandings for the    
issuance of Preferred Stock and the Board of Directors has no intention to issue
additional series of Preferred Stock as of the date of this Prospectus.         

SHARES ELIGIBLE FOR FUTURE SALE                                                 

See "Risk Factors -- Shares Eligible for Future Sale."        

 LEGAL MATTERS

    The validity of the Shares is being passed upon for the Company by
Broad and Cassel, a partnership including professional associations, 201 South  
Biscayne Boulevard, Suite 3000, Miami, Florida 33131.                           

 EXPERTS

       The financial statements incorporated by reference in this Prospectus
have been audited by BDO Seidman, LLP, independent certified public accountants,
to the extent and for the periods set forth in their report incorporated herein 
by reference, and are included in reliance upon such report given upon the      
authority of said firm as experts in auditing and accounting.                   

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================================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY      
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY      
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND   
ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN MUST NOT 
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES   
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY        
SECURITIES OTHER THAN THE SHARES DESCRIBED IN THE COVER PAGE HEREOF, OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OFFERED HEREBY IN ANY   
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER 
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE     
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS 
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE  
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.  

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

 TABLE OF CONTENTS

                                                      PAGE
                                                      ----

AVAILABLE INFORMATION..............................................3            
INCORPORATION OF CERTAIN                                                        
DOCUMENTS BY REFERENCE...........................................3          
THE COMPANY........................................................4            
FORWARD-LOOKING STATEMENTS.........................................8            
RISK FACTORS.......................................................9            
USE OF PROCEEDS...................................................19            
SELLING SHAREHOLDERS..............................................20            
PLAN OF DISTRIBUTION..............................................22            
DESCRIPTION OF SECURITIES.........................................23            
LEGAL MATTERS.....................................................27            
EXPERTS...........................................................27            

5,899,643 SHARES

TEL-COM WIRELESS CABLE TV 
CORPORATION 

COMMON STOCK

----------------------- 
PROSPECTUS
----------------------- 

DECEMBER __, 1997 

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

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.          OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                  

 The Company estimates that its expenses in connection with this
registration statement will be as follows:                                      

       Securities and Exchange Commission registration fee...  $    2,956.39
       Legal fees and expenses...............................      20,000.00
       Accounting fees and expenses..........................       2,000.00
       Miscellaneous.........................................       5,043.61
                                                              --------------
                Total........................................  $   30,000,00
                                                              ==============

ITEM 15.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.                    

 The Company has authority under Section 607.0850 of the Florida
Business Corporation Act (the "FBCA") to indemnify its directors and officers to
the extent provided for in the FBCA. The Company's Articles of Incorporation    
provide that the Company shall indemnify and may insure its officers and        
directors to the fullest extent permitted by law. The Company has also entered  
into agreements with each of its directors and executive officers wherein it has
agreed to indemnify each of them to the fullest extent permitted by law.        

  The provisions of the FBCA that authorize indemnification do not
eliminate the duty of care of a director, and in appropriate circumstances      
equitable remedies such as injunctive or other forms of nonmonetary relief will 
remain available under Florida law. In addition, each director will continue to 
be subject to liability for (a) violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable     
cause to believe his conduct was unlawful, (b) deriving an improper personal    
benefit from a transaction, (c) voting for or assenting to an unlawful          
distribution, and (d) willful misconduct or conscious disregard for the best    
interests of the Company in a proceeding by or in the right of the Company to   
procure a judgment in its favor or in a proceeding by or in the right of a      
shareholder. The statute does not affect a director's responsibilities under any
other law, such as the federal securities laws. The effect of the foregoing is  
to require the Company to indemnify the officers and directors of the Company   
for any claim arising against such persons in their official capacities if such 
person acted in good faith and in a manner that he reasonably believed to be in 
or not opposed to the best interests of the corporation, and, with respect to   
any criminal action or proceeding, had no reasonable cause to believe his       
conduct was unlawful.                                                           

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company  
pursuant to the foregoing provisions, the Company has been informed that in the 
opinion of the Securities and Exchange Commission,                              

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such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.                                                 

         Pursuant to certain registration rights agreements, each of the Company
and the Selling Shareholders has agreed to indemnify the others and their       
directors, officers, agents and representatives (and with respect to the        
indemnification by the Company, any underwriters) against certain civil         
liabilities that may be incurred in connection with this offering, including    
certain liabilities under the Securities Act.                                   

ITEM 16.      EXHIBITS.                                                         

EXHIBIT                                                                   
NUMBER     DESCRIPTION OF EXHIBIT                                         
-------    ----------------------                                         

5.1      Opinion of Broad and Cassel.                                 

23.1      Consent of Broad and Cassel (included in Exhibit 5.1 hereto). 

23.2      Consent of BDO Seidman, LLP.                                  

  24.1      Power of Attorney (see page II-4 of the Registration Statement).

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

ITEM 17.          UNDERTAKINGS.                                                 

(a)      RULE 415 OFFERING.  The undersigned Registrant hereby
undertakes to:                                                                  

           (1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:       

                       (i) Include any prospectus required by Section 10
(a)(3) of the Securities Act.                                                   

                        (ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the          
information in the registration statement. Notwithstanding the foregoing, any   
increase or decrease in volume of securities offered (if the total dollar value 
of securities offered would not exceed that which was registered) and any       
deviation from the low or high end of the estimated maximum offering range may  
be reflected in the form of prospectus filed with the Commission pursuant to    
Rule 424(b) if, in the aggregate, the changes in volume and price represent no  
more than a 20% change in the maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the effective registration statement.

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                      (iii) Include any additional or changed material
information on the plan of distribution.                                        

                 (2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities 
offered, and the offering of the securities at that time to be the initial BONA 
FIDE offering.                                                                  

      (3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the         
offering.                                                                       

(b) REQUEST FOR ACCELERATION OF EFFECTIVE DATE. Insofar as    
indemnification for liabilities arising under the Securities Act may be         
permitted to directors, officers and controlling persons of the Registrant      
pursuant to the foregoing provisions, or otherwise, the Registrant has been     
advised that in the opinion of the Securities and Exchange Commission such      
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable. In the event that a claim for indemnification     
against such liabilities (other than the payment by the Registrant of expenses  
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of North Miami Beach, State of Florida, on this 4th day 
of December, 1997.                                                              

                 TEL-COM WIRELESS CABLE TV
   CORPORATION

           By:/S/ MELVIN ROSEN
                                    --------------------------------------
            Melvin Rosen
                                   Chairman of the Board and President

 POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Melvin Rosen and Samuel H. Simkin 
his true and lawful attorneys-in-fact, each acting alone, with full powers of   
substitution and resubstitution, for him and in his name, place and stead, in   
any and all capacities, to sign any or all amendments, including any            
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the    
Securities and Exchange Commission, hereby ratifying and confirming all that    
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do 
or cause to be done by virtue hereof.                                           

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  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]


SIGNATURE                                            TITLE                             DATE      
---------                                            -----                             ----      

                                                                                                 
/S/ MELVIN ROSEN                        Chairman of the Board and President      December 4, 1997
-----------------------------------  (principal executive officer and principal                  
MELVIN ROSEN                              financial and accounting officer)                      

/S/ SAMUEL H. SIMKIN                       Vice President, Director              December 4, 1997
-----------------------------------                                                              
SAMUEL H. SIMKIN                                                                                 

/S/ DENNIS J. DEVLIN                               Director                      December 4, 1997
-----------------------------------                                                              
DENNIS J. DEVLIN                                                                                 


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EXHIBIT INDEX 

EXHIBIT       DESCRIPTION                                                       
-------       -----------                                                       

5.1      Opinion of Broad and Cassel.                                       

23.2      Consent of BDO Seidman, LLP.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		5/3/03		27
		5/3/00		28
		2/23/98		9
		12/31/97		29					10KSB40,  10KSB40/A,  NT 10-K
Filed on:		12/4/97		1		36
		12/1/97		2		5
		11/30/97		8
		11/20/97		10
		9/30/97		6		12			10QSB
		7/24/97		4		29
		6/30/97		6					10QSB,  NT 10-Q
		6/3/97		6					8-K
		5/19/97		9
		3/31/97		6					10QSB,  10QSB/A
		3/7/97		9
		2/24/97		9
		2/23/97		14		16
		2/21/97		9					8-K/A
		2/12/97		9
		12/31/96		6		12			10-K,  NT 10-K
		9/30/96		12					10QSB,  10QSB/A
		9/1/96		15
		1/1/95		17
									List all Filings