10QSB/A

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

   
                                 FORM 10-QSB/A-1
    
(Mark One)

   
[X] AMENDED QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
    ACT OF 1934.
    

For the quarterly period ended May 31, 1997.

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

For the transition period from ________________ to _______________.

                         Commission File Number 0-15482


                                 WAVETECH, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         NEW JERSEY                                               22-2726569
- ------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                       5210 E. WILLIAMS CIRCLE, SUITE 200
                              TUCSON, ARIZONA 85711
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (520) 750-9093
                           ---------------------------
                           (Issuer's telephone number)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the  registrant was required to file such reports,
and (2) has been subject to such filing  requirements  for the past 90 days. 
[X] Yes  [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: July 10, 1997

               Class                              No. Of Shares Outstanding
               -----                              -------------------------
     Common Stock. Par Value $.001                        14,954,813

Transitional Small Business Disclosure Format (Check One): [ ] Yes  [X] No



                                      INDEX

                         WAVETECH, INC. AND SUBSIDIARIES

   

PART II. OTHER INFORMATION                                        Page
                                                                  ----
ITEM 6.  Exhibits and Reports on Form 8-K                           3 

SIGNATURES                                                          4 
    







                                       2


   
    

PART II    OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              No. 27 - Financial Data Schedule

         (b)  Reports on Form 8-K

              The  Company  filed a report  on Form  8-K on  April 1,  1997,
              disclosing the issuance on March 17, 1997 of a promissory note
              and warrants to purchase  30,000 shares of its Common Stock in
              a transaction  pursuant to Regulation S of the  Securities Act
              of 1933, as amended.


                                        3


                                   SIGNATURES


In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


   
Dated:  July 15, 1997                WAVETECH, INC.
    



                                     By: /s/ Gerald I. Quinn
                                         -------------------------------------
                                         Gerald I. Quinn
                                         President and Chief Executive Officer



                                     By: /s/ Lydia M. Montoya
                                         -------------------------------------
                                         Lydia M. Montoya
                                         Chief  Financial Officer




                                        4

EX-27

 

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet and Consolidated Statements of Operations, ended
May 31, 1997 and is qualified in its entirety by reference to such financial
statements.

       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1997
<PERIOD-START>                             SEP-01-1997
<PERIOD-END>                               MAY-31-1997
<CASH>                                          20,909
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               107,798
<PP&E>                                         788,110
<DEPRECIATION>                               (313,983)
<TOTAL-ASSETS>                               3,285,138
<CURRENT-LIABILITIES>                          525,511
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        14,715
<OTHER-SE>                                   2,363,209
<TOTAL-LIABILITY-AND-EQUITY>                 3,285,138
<SALES>                                        797,626
<TOTAL-REVENUES>                               797,626
<CGS>                                          599,474
<TOTAL-COSTS>                                  599,474
<OTHER-EXPENSES>                             1,398,985
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              16,947
<INCOME-PRETAX>                            (1,209,283)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,209,283)
<EPS-PRIMARY>                                   (0.08)
<EPS-DILUTED>                                        0