AMERICAN NORTEL COMMUNICATIONS INC
10-C, 1996-11-18
TELEPHONE & TELEGRAPH APPARATUS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-C

               Report by Issuer of Securities Quoted on NASDAQ
                        Inter-Dealer Quotation System

                 FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                             or 15d-17 THEREUNDER

                     AMERICAN NORTEL COMMUNICATIONS, INC.
                      7201 E. Camelback Road, Suite 320
                             Scottsdale, AZ 85251

        Issuer's telephone number, including area  code: 602-945-1266

I.    CHANGE  IN  NUMBER  OF  SHARES  OUTSTANDING

Indicate  any  change  (increase  or  decrease) of five percent or more in the
number  of  shares  outstanding.

     1.  Title  of  security:    Common  Stock  no par value per share

     2.  Number  of  shares  outstanding  before the change: 3,023,132

     3.  Number  of  shares  outstanding  after the change: 11,746,500

     4.  Effective  date  of  change:

         (a) 2,000,000  common  shares were issued on July 16, 1995 to Wilcom,
             Inc.  pursuant  to  a  management  and  administrative  services
             agreement;

         (b) 750,000  common  shares  were  issued  on  July 16,  1995  to Eva
             Williams  as  compensation  for  services  rendered;

         (c) 400,000  common shares were issued on July 16, 1995 upon exercise
             of warrants  by Shelton Financial, Inc. received  for 1992 bridge
             financing at price  of  $.02  per  share;

         (d) 440,000  common shares were issued on July 16, 1995 upon exercise
             of warrants  by Wilcom,  Inc. received from NorTel CCI and former
             directors in connection with change of  management  and  control;

         (e) 50,000  common  shares  were  issued  on  December  13, 1995 in a
             private  placement  at  $.25  per  share;

         (f) 35,000  common  shares issued to December 13, 1995 to Gary Jensen
             as  compensation  for  services  rendered;

         (g) 415,000  common  shares  issued on February 21, 1996 in a private
             placement  at  $1.00  per  share;

         (h) 100,000  common  shares  issued  on  June  3,  1996  in a private
             placement  at  $1.00  per  share;

         (i) 500,000 common shares were issued on June 3, 1996 to Wilcom, Inc.
             for  management  and  administrative  services  rendered  for the
             1996-1997  fiscal  year  valued  at  $.20  per  share;  and

         (j) 3,300,000  common  shares  were  issued  on  November 11, 1996 to
             Wilcom, Inc. upon conversion  of 3,300,000 Preferred A Series One
             Preferred Shares.

     5.  See  No.  4  above

     6.  Method  of  Change:  See  No.  4  above.

II.    CHANGE  IN  NAME  OF  ISSUER

     1.  Name  prior  to  change:

     2.  Name  after  change:

     3.  Effective  date  of  charter  amendment  changing  name:

     4.  Date  of  shareholder  approval  of  change,  if  required.



Date:  November 18, 1996           /S/  W.  P.  Williams,  Jr.
       -----------------           ---------------------------
                                   W.  P.  Williams,  Jr.
                                   President





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