TEL COM WIRELESS CABLE TV CORP
10QSB/A, 1996-05-31
CABLE & OTHER PAY TELEVISION SERVICES
Previous: POLYMER GROUP INC, S-8, 1996-05-31
Next: ROMAC INTERNATIONAL INC, 424B4, 1996-05-31



                                  FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

         for the quarterly period ended March 31, 1996

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

         for the transition period from _____ to _____

                         Commission File Number 0-25896

                      TEL-COM WIRELESS CABLE TV CORPORATION

             (Exact name of registrant as specified in its charter)

                     Florida                               59-3175814
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)

       501 N. Grandview Avenue, Suite 201                     32118
             Daytona Beach, Florida                        (Zip Code)
    (Address of principal executive offices)

                                  904-226-9977
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                  YES[X] NO[ ]

         On March 31, 1996, there were 1,996,212 Shares of Common Stock, $.001
par value per Share outstanding.

         Transitional Small Business Disclosure Format        YES [ ]   NO [X]

<PAGE>


         This Report amends the Quarterly Report on Form 10-QSB dated April 15,
1996 for the quarterly period ended March 31, 1996.

PART I   FINANCIAL INFORMATION

         This Report amends and restates that portion of Note 4 to the 
Consolidated Financial Statements for the three months ended March 31, 1996,
which is captioned LICENSES, as follows:

Note 4            COMMITMENTS

                  LICENSES.

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

                  Pursuant to the agreements, the Company has incurred $366,535
                  of costs related to the channel licenses. The cost of the
                  channel licenses is amortized on a straight-line basis over 40
                  years beginning when the Company commenced operations. The
                  Company has satisfied its lease requirements to the lessors
                  and the lessors transferred ownership of the licenses and
                  assigned the tower rights to the Company for $100. The
                  transfer of ownership of the licenses was subject to approval
                  by the Federal Communications Commission (FCC). On March 4,
                  1996, the FCC approved the transfer of ownership of the
                  licenses to the Company. The leases terminated upon the FCC's
                  approval of the transfers. An officer of the Company had a
                  minority interest (less than 1%) in the entity leasing the
                  licenses to the Company.

PART II  OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K. 

                  Exhibits and disclosure of Reports on Form 8-K were
                  inadvertently omitted from the prior report and are set forth
                  below:

                  (a)  EXHIBITS.  See  Index to Exhibits for a list of those  
                  Exhibits filed as part of this Report.

                  (b)  REPORTS ON FORM 8-K. During the quarter ended March 31,
                  1996, Tel-Com Wireless Cable TV Corporation (the "Company")
                  filed a Current Report on Form 8-K dated February 12, 1996, to
                  report the acquisition of two Costa Rican companies under Item
                  2 - ACQUISITION OR DISPOSITION OF ASSETS. The Current Report
                  was amended by an Amendment to Current Report on Form 8-K/A
                  dated February 23, 1996, to report amendments to the
                  agreements for the acquisition of the two companies and the
                  closing of the acquisitions under Item 2 - ACQUISITION OR
                  DISPOSITION OF ASSETS. Financial statements were filed 
<PAGE>

                  with Amendment No. 2 to Current Report on Form 8-K/A dated May
                  20, 1996.

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

                                        TEL-COM WIRELESS CABLE TV CORPORATION


Date May 31, 1996                       By:/s/ Fernand L. Duquette
                                           Fernand L. Duquette, President and
                                           Principal Financial Officer

<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT 2         PLANS OF ACQUISITION

    2.1           Agreement for Purchase and Sale of Stock dated February 7, 
                  1996, among the Company and Televisora Canal Diecinueve, S.A.,
                  and Melvin Rosen, was filed as Exhibit 2.1 to the Current
                  Report on Form 8-K dated February 12, 1996, and is
                  incorporated herein by reference.

    2.2           Amended and Restated Agreement for Purchase and Sale of Stock 
                  dated February 22, 1996, among the Company and Televisora
                  Canal Diecinueve, S.A., and Melvin Rosen, was filed as Exhibit
                  2.1 to Amendment to Current Report on Form 8-K/A dated
                  February 23, 1996, and is incorporated herein by reference.

    2.3           Agreement for Purchase and Sale of Stock dated February 7, 
                  1996, among the Company and Grupo Masteri, S.A., and Melvin
                  Rosen, was filed as Exhibit 2.2 to the Current Report on Form
                  8-K dated February 12, 1996, and is incorporated herein by
                  reference.

    2.4           Amended and Restated Agreement for Purchase and Sale of Stock 
                  dated February 22, 1996, among the Company and Grupo Masteri,
                  S.A., and Melvin Rosen was filed as Exhibit 2.2 to the
                  Amendment to Current Report Form 8-K/A dated February 23,
                  1996, and is incorporated herein by reference.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission