<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
--------------------------------------------------------------------------------

                                   FORM 10-QSB

                 Quarterly Report under Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934
                  For the Quarterly Period Ended June 30, 2000

                 Transition Report under Section 13 or 15 (d) of
                 The Exchange Act For the Transition Period from


               __________________________ to_____________________
                             Commission File Number

                           Q COMM International, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Utah                       0-28885                    88-4058493
----------------------------    ---------------         ------------------------
(State or other jurisdiction    Commission File              (IRS Employer
of incorporation)                  No.                      Identification No.)

 1145 South West 1680, Orem, Utah                             84058-4930
-----------------------------------------               ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's Telephone number, including area code:         (801) 226-4222


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or 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 [   ]


         At July 20, 2000, there were issued and outstanding 9,334,270 shares of
Common Stock.

         Transitional Small Business Format (check one) :

         Yes [ ] No [X ]  Item 4.



<PAGE>

            Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

            UNAUDITED CONDENSED FINANCIAL STATEMENTS

                          JUNE 30, 2000
            Q COMM INTERNATIONAL, INC. AND SUBSIDIARY




                                    CONTENTS

                                                                         PAGE

          Accountants' Review Report                                       1


          Unaudited Condensed Consolidated Balance Sheets,
            June 30, 2000 and December 31, 1999                            2


          Unaudited Condensed Consolidated Statements of
            Operations, for the three and six months ended
            June 30,2000 and 1999                                          3

          Unaudited Condensed Consolidated Statements of
            Cash Flows, for the six months ended
            June 30, 2000 and 1999                                     4 - 5


          Notes to Unaudited Condensed Consolidated
            Financial Statements                                      6 - 10




<PAGE>

                           ACCOUNTANTS' REVIEW REPORT

Board of Directors
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
Orem, Utah

We have reviewed the accompanying condensed consolidated balance sheet of Q Comm
International, Inc. and Subsidiary as of June 30, 2000, and the related
condensed consolidated statements of operations for the three and six months
ended June 30, 2000 and cash flows for the six months ended June 30, 2000. All
information included in these financial statements is the representation of the
management of Q Comm International, Inc. and Subsidiary.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review consists principally of
inquiries of Company personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements reviewed by us, in
order for them to be in conformity with generally accepted accounting
principles.

/s/PRITCHETT, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.

July 10, 2000
Salt Lake City, Utah


                                    1
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                  [Unaudited - See Accountants' Review Report]

                                     ASSETS

                                          June 30,    December 31,
                                            2000          1999
                                        ------------ ------------
CURRENT ASSETS:
 Cash in bank                            $   40,366     $  42,488
 Accounts receivable                        122,257        92,673
                                       ------------   -----------
        Total Current Assets                162,623       135,161
                                       ------------   -----------
PROPERTY & EQUIPMENT, net                   142,964        58,648
                                       ------------   -----------
OTHER ASSETS:
 Related party receivable                     5,325         5,000
 Deferred stock offering costs                    -        64,375
 Deposits                                     2,738         5,738
 Goodwill, net                              164,786             -
 Certificate of deposit                     100,000             -
                                       ------------   -----------
        Total Other Assets                  272,849        75,113
                                       ------------   -----------
                                         $  578,436     $ 268,922
                                     -------------- -------------

             LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
 Line of Credit                          $   49,368     $ 201,872
 Accounts payable                           329,034       377,756
 Accrued expenses                           354,251       326,279
 Advances from investors                    292,000             -
 Notes payable - related party              199,414       185,253
 Notes payable                                9,244        30,827
                                       ------------   -----------
        Total Current Liabilities         1,233,311     1,121,987

CONVERTIBLE DEBENTURE                             -       650,000
                                       ------------   -----------
        Total Liabilities                 1,233,311     1,771,987
                                       ------------   -----------

STOCKHOLDERS' (DEFICIT):
  Preferred stock, $.001 par value,
    1,000,000 shares authorized,
    no shares issued and outstanding              -             -
  Common stock, $.001 par value,
    50,000,000 shares authorized,
    8,220,325 and 6,629,675 shares
    issued and outstanding, respectively      8,220         6,630
  Capital in excess of par value          2,510,967     1,190,144
  Deficit accumulated during the
    development stage                    (3,174,062)   (2,699,839)
                                       ------------   -----------
        Total Stockholders' (Deficit)      (654,875)   (1,503,065)
                                       ------------   -----------
                                         $  578,436     $ 268,922
                                       ------------   -----------


Note: The balance sheet at December 31, 1999 was taken from the
   audited financial statements at that date and condensed.

    The accompanying notes are an integral part of these unaudited condensed
                       consolidated financial statements.


                                     2
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                  [Unaudited - See Accountants' Review Report]

                                  For the Three          For the Six
                                   Months Ended          Months Ended
                                     June 30,              June 30,
                             ---------------------- -----------------------
                                 2000       1999        2000       1999
                              ---------   ---------   --------- -----------
NET SALES                     $ 301,321   $ 370,811    $449,971  $1,020,469

COST OF GOOD SOLD               212,613     272,404     329,123     509,622
                              ---------   ---------   --------- -----------
  Gross Profit                   88,708      98,407     120,848     510,847
                              ---------   ---------   --------- -----------

EXPENSES:
  General and administrative    290,637     265,722     600,225     575,754
  Selling expenses               24,269      13,983      62,426      22,106
                              ---------   ---------   --------- -----------
        Total Expenses          314,906     279,705     662,651     597,860
                              ---------   ---------   --------- -----------
INCOME (LOSS) FROM
  OPERATIONS                   (226,198)    (87,013)   (541,803)    (87,013)
                              ---------   ---------   --------- -----------


OTHER INCOME (EXPENSE):
  Interest expense              (14,949)    (10,928)    (26,510)    (13,028)
                              ---------   ---------   --------- -----------
        Total Other Income

            (Expense)           (14,949)    (10,928)    (26,510)    (13,028)
                              ---------   ---------   --------- -----------

INCOME (LOSS) BEFORE
   INCOME TAXES                (241,147)   (100,041)   (568,313)   (100,041)

CURRENT TAX EXPENSE                --          --          --          --

DEFERRED TAX EXPENSE               --          --          --          --
                              ---------   ---------   --------- -----------
LOSS FROM OPERATIONS           (241,147)   (100,041)   (568,313)   (100,041)

EXTRAORDINARY ITEM, gain
  on extinguishment of debt      79,781      31,768      94,090      31,768
                              ---------   ---------   --------- -----------

NET INCOME (LOSS)             $(161,366)  $(160,458)   $(68,273)  $ (68,273)
                              ---------   ---------   --------- -----------

INCOME (LOSS) PER COMMON
  SHARE                       $    (.02)  $    (.03)  $    (.06)  $    (.01)
                              ---------   ---------   --------- -----------



    The accompanying notes are an integral part of these unaudited condensed
                       consolidated financial statements.


                                     3
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                  [Unaudited - See Accountants' Review Report]


                                                     For the Six
                                                     Months Ended
                                                       June 30,
                                                  --------------------
                                                     2000       1999
                                                  ---------   ---------
Cash Flows From Operating Activities:
  Net income (loss)                               $(474,223) $ (68,273)
  Adjustments to reconcile net income (loss)
    to net cash used by operating activities:
    Depreciation and amortization expense            23,821
    Non cash expense                                  3,033     19,000
    Gain on extingishment of debt                   (94,090)    31,768
    Changes in assets and liabilities:
      Decrease (increase) in accounts
        receivable                                  (91,244)    19,610
      Decrease in other receivables                  61,335   (150,515)
      Decrease in deposits                            3,000          -
      (Increase) in certificate of deposit         (100,000)         -
      (Decrease) in accounts payable                (47,283)  (188,981)
      Increase (decrease) in accrued expenses        35,727     (6,812)
                                                   -------- ----------
        Net Cash (Used) by Operating

          Activities                               (679,924)  (344,203)
                                                  --------- ----------
Cash Flows From Investing Activities:
  Purchase of property & equipment                  (98,362)         -
  Decrease in notes receivable                            -          -

                                                  ---------  ---------
        Net Cash Provided (Used) by

           Investing Activities                     (98,362)         -
                                                  ---------  ---------
Cash Flows From Financing Activities:
  Issuance of common stock                          550,000     89,223
  Net increase (decrease) in lines of credit        (58,414)     1,922
  Increase in advances from investors               292,000    629,391
  Increase in notes payable - related party          14,161          -
  Payments on notes payable                         (21,583)         -
                                                  ---------  ---------
        Net Cash Provided by Financing

          Activities                                776,164    720,536
                                                  ---------  ---------
Net Increase in Cash                                 (2,122)   376,332

Cash at Beginning of Period                          42,488      1,019
                                                  ---------  ---------
Cash at End of Period                              $ 40,366  $ 377,351
                                                  ---------  ---------
Supplemental Disclosures of Cash
  Flow Information:
  Cash paid during the periods for:
    Interest                                       $      -  $       -
    Income taxes                                   $      -  $       -


                                     4
<PAGE>

                                   [Continued]
                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                  [Unaudited - See Accountants' Review Report]

                                   [Continued]

Supplemental Schedule of Noncash Investing and Financing
Activities:
  For the six months ended June 30, 2000:

     During March 2000, the Company recorded $174,561 of Goodwill relating to
     the Company's acquisition of Azore Acquisition, Inc. [See Notes 3 and 7].

     During February 2000, the Company converted $500,000 of convertible
     debentures to 683,523 shares of common stock.

     During May 2000, the Company converted $150,000 of convertible debentures
     to 212,532 shares of common stock.

  For the six months ended June 30, 1999:

     During January 1999, the Company issued 12,000 shares of pr eviously
     authorized but unissued common stock for services rendered valued at
     $9,000(or $.75 per share).

     During March 1999, the Company issued 13,333 shares of previously
     authorized but unissued common stock for services rendered valued at
     $10,000(or $.75 per share).

    The accompanying notes are an integral part of these unaudited condensed
                       consolidated financial statements.


                                     5
<PAGE>


            Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Q Comm (the Company) was organized on February 7, 1986 as Four
  Rivers Development, Inc. This name was changed on August 3, 1998 to Q Comm
  International Inc. in conjunction with the purchase of three operating
  companies. On March 20, 2000 the Company acquired 100% of another company
  through the issuance of stock. The Company is headquartered in Orem, Utah but
  provides telecommunication services to end users throughout the United States.
  The Company has, at the present time, not paid any dividends and any dividends
  that may be paid in the future will depend upon the financial requirements of
  the Company and other relevant factors.

  Condensed Financial Statements - The accompanying financial statements have
  been prepared by the Company without audit. In the opinion of management, all
  adjustments (which include only normal recurring adjustments) necessary to
  present fairly the financial position, results of operations and cash flows at
  June 30, 2000 and for all the periods presented have been made.

  Certain information and footnote disclosures normally included in financial
  statements prepared in accordance with generally accepted accounting
  principles have been condensed or omitted. It is suggested that these
  condensed financial statements be read in conjunction with the financial
  statements and notes thereto included in the Company's December 31, 1999
  audited financial statements. The results of operations for the periods ended
  June 30, 2000 and 1999 are not necessarily indicative of the operating results
  for the full year

  Revenue Recognition - Revenue is recognized as services are performed.
  Financing through notes receivable is serviced though independent collection
  agencies. Revenue is recognized when the notes are signed and the related
  service provided. Ongoing revenue and expenses from telecommunication services
  are passed through to customers, with the related portion due to the Company
  recognized upon notification from the service provider.

  Amortization - Amortization of Goodwill is provided on the straight-line
  method over five years.

  Depreciation - Depreciation of property and equipment is provided on the
  straight-line method over the estimated useful lives of the assets of five
  years.

  Earnings  Per Share - The Company computes earnings per share  in
  accordance  with  Statement  of  Financial  Accounting  Standards
  (SFAS)  No. 128 "Earnings Per Share," which requires the  Company
  to  present  basic  earnings per share and dilutive  earning  per
  share when the effect is dilutive. [See Note 10]

  Cash and Cash Equivalents - For purposes of the financial statements, the
  Company considers all highly liquid debt investments purchased with a maturity
  of three months or less to be cash equivalents.

  Advertising Costs - Advertising and marketing costs are expensed as incurred.
  Advertising and market costs amounted to $62,425 and $22,106 for the periods
  ended June 30, 2000 and 1999, respectively.


                                     6
<PAGE>


            Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

  Property and Equipment - Property and equipment are stated at cost.
  Expenditures for major renewals and betterments that extend the useful lives
  of property and equipment are capitalized upon being placed in service.
  Expenditures for maintenance and repairs are charged to expense as incurred.
  Depreciation is computed for financial statement purposes on a straight-line
  method over the estimated useful lives of the assets.

NOTE 2 - RECAPITALIZATION

  On August 3, 1998 the Company changed its name from Four Rivers Development,
  Inc. to Q Comm International, Inc. The Company also effected a 1 for 20
  reverse stock split of its common stock, thereby reducing its shares
  outstanding from 10,987,724 to 549,387 shares. Also on August 3, 1998, the
  Company acquired the following three companies: Teleconnect, Inc. (TCI), a
  Utah corporation, was acquired through the issuance of 3,385,481 shares of the
  Company's common stock to the shareholders of TCI in exchange for all of the
  outstanding common stock of TCI. TCI was originally formed on January 28,
  1993. Teleshare 900, Inc. (T900), a Utah corporation, was acquired through the
  issuance of 994,037 shares of the Company's common stock to the shareholders
  of T900 in exchange for all of the outstanding common stock of T900. T900 was
  originally formed on January 28, 1993. Q Comm International, Inc. (QCI), a
  Nevada corporation, was acquired through the issuance of 566,154 shares of the
  company's common stock to the shareholders of QCI for all outstanding stock of
  QCI. QCI was originally formed on December 5, 1997.

  The three acquired companies were merged to form QCMERCO, Inc., which was
  subsequently renamed Q Comm, Inc., a wholly owned subsidiary of Q Comm
  International, Inc. The combination of Q Comm International, Inc. was recorded
  as a recapitalization.

  After the acquisitions there were 5,494,059 shares of common stock outstanding
  with approximately 10 percent of those shares being held by former
  stockholders of the Company.

NOTE 3 - ACQUISITION

  On March 20, 2000, the Company acquired 100% of Azore Acquisition, Inc.
  (Azore) through the issuance of 100,000 shares of restricted common stock,
  valued at $1.76 per share, in exchange for all of the issued and outstanding
  common stock of Azore. Azore, a Nevada Corporation, was originally formed on
  December 13, 1999. The acquisition has been accounted for as a purchase and
  the excess of the purchase price over the fair market value of the assets on
  the date of acquisition has been recorded as goodwill, and is being amortized
  over 5 years. Amortization expense for the periods ended June 30, 2000 and
  1999 was $9,775 and $0, respectively. Azore was afterwards merged into the
  Company and dissolved. Azore had no operations at the time of the merger.


                                      7
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PROPERTY & EQUIPMENT

   The following is a summary of property and equipment, less accumulated
   depreciation, for the periods presented:

                                           June 30,        December 31,
                                             2000             1999
                                        -------------     ------------
  Equipment                             $     162,856     $     64,494

  Less: Accumulated Deprecation               (19,892)          (5,846)
                                        -------------     ------------
                                        $     142,964     $     58,648
                                        -------------     ------------

  Depreciation expense for the three months ended June 30, 2000 and 1999 was
  $14,046 and $0, respectively.

NOTE 5 - LINES OF CREDIT

  The Company has two lines of credit with a bank, secured by equipment and a
  personal guarantee from an officer of the Company. The draw on the lines were
  $0 and $49,368 at June 30, 2000. The interest rate is prime plus 2 percent,
  plus an additional 5 percent default rate due to noncompliance with the line
  of credit covenants (14.75 percent at June 30, 2000) with interest payments
  due monthly, and the principal due on demand.

  The lines of credit agreements contain various restrictive covenants. At
  various times during the period ended June 30, 2000, the Company was not in
  compliance with certain covenants and as a result, the bank has imposed a
  default interest rate on the lines of credit. During the six months ended June
  30, 2000 the Company settled the line of credit with a balance of $172,577 for
  approximately $102,000.

NOTE 6 - LONG-TERM OBLIGATION

  During 1999, the Company settled with a prior landlord certain disputed
  charges relating to a building lease during the year ended December 31, 1998.
  As a result of the settlement, the Company recorded a note payable to the
  landlord which had a balance of $9,244 as of June 30, 2000 and $30,827 as of
  December 31, 1999. Payments on the note commenced in October, 1999 with a
  payment of $5,685 and additional monthly payments of $3,083, expiring in
  November 2000. The note requires no interest payments as long as the Company
  remains current on the principal payments.

NOTE 7 - CAPITAL STOCK AND WARRANTS

  Common Stock - During January 1999, the Company issued 12,000 shares of
  previously authorized by unissued common stock for services rendered valued at
  $9,000(or $.75 per share).

  During February 1999, the Company issued 45,631 shares of previously
  authorized but unissued common stock for cash of $34,223(or $.75 per share).

  During March 1999, the Company issued 13,333 shares of previously authorized
  but unissued common stock for services rendered valued at $10,000(or $.75 per
  share).


                                     8
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CAPITAL STOCK AND WARRANTS [Continued]

  In February 2000, the Company converted $500,000 convertible debentures to
  683,523 shares of common stock.

  On March 20, 2000, the Company acquired 100% of Azore Acquisition, Inc.
  (Azore) through the issuance of 100,000 shares of restricted common stock in
  exchange for all of the issued and outstanding common stock of Azore [See Note
  3]

  On April 11, 2000, the Company issued 594,594 shares of common stock for cash
  at $.925 per share for a total proceed of $550,000.

  During May 2000, the Company converted 150,000 convertible debentures to
  212,532 shares of common stock.

  Warrants - The Company's board of directors has the authority to grant stock
  warrants to employees, officers and certain non- employees. These warrants are
  considered nonqualified for income tax purposes. As of March 31, 2000, the
  Company has granted warrants to purchase 49,445 shares of the Company's common
  stock at $1.00 per share. The warrants vest immediately upon grant and have a
  weighted-average remaining contractual life of 4.5 years.

NOTE 8 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS No.
  109 requires the Company to provide a net deferred tax asset/liability equal
  to the expected future tax benefit/expense of temporary reporting differences
  between book and tax accounting methods and any available operating loss or
  tax credit carryforwards. The Company has available at June 30, 2000, an
  operating loss carryforward of approximately $3,165,000, which may be applied
  against future taxable income and which expires in various year through 2020.

  The amount of and ultimate realization of the benefits from the operating loss
  carryforward for income tax purposes is dependent, in part, upon the tax laws
  in effect, the future earnings of the Company, and other future events, the
  effects of which cannot be determined. Because of the uncertainty surrounding
  the realization of the loss carryforward the Company has established a
  valuation allowance equal to the amount of the loss carryforward and,
  therefore, no deferred tax asset has been recognized for the loss
  carryforward. The net deferred tax asset is approximately $1,108,000 as of
  June 30, 2000, with an offsetting valuation allowance at June 30, 2000 of the
  same amount. The change in the valuation allowance for the period ended June
  30, 2000 is approximately $8,000.


                                    9
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - CONVERTIBLE DEBENTURE

  The following is a summary of convertible debentures as of June 30, 2000 and
  December 31, 1999:

                                            June 30,        December 31,
                                              2000              1999
                                        ---------------    -------------
  2% unsecured note payable to a
     shareholder
   Due May 15, 2004 convertible
     at 65% of Market                     $         -       $   650,000

  During the year ended December 31, 1999, the Company recorded $227,500 for the
  beneficial conversion feature, which amount was charged to interest expense.

  In February 2000, the Company converted $500,000 of convertible debentures to
  683,523 shares of common stock.

  In May 2000, the Company converted $150,000 of convertible debenture to
  212,532 shares of common stock.

NOTE 10 - EARNINGS (LOSS) PER SHARE

  The following data show the amounts used in computing loss per share and the
  weighted average number of shares of common stock outstanding for the periods
  presented:

<TABLE>
<CAPTION>
                                  For the Three                 For the Six
                                   Months Ended                 Months Ended
                                      June 30,                     June 30,
                              ------------------------     ---------------------------
                                 2000          1999           2000            1999
                              ----------     ---------     ---------       -----------
<S>                           <C>            <C>            <C>            <C>
  Earnings (loss) from
    continuing operations
    available to common
    shareholders

    (numerator)               $ (161,366)    $(160,458)     $(474,223)     $   (68,273)
                              ----------     ---------      ---------      -----------
  Weighted average
    number of common
    shares outstanding
    during the period
    used in loss per share
   (denominator)               8,089,701     5,960,685      7,513,488        5,865,439
                              ----------     ---------      ---------      -----------
</TABLE>

  At June 30, 2000, the Company had warrants outstanding to purchase 49,445
  shares of common stock, which were not used in the loss per share computation
  because their effect would be anti- dilutive.

NOTE 11 - RELATED PARTY TRANSACTIONS

  Related party payables consisted of $106,877 to the Company's CEO and $92,537
  to entities owned by the Company's CEO.


                                   10


<PAGE>



Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS

         The following is a discussion of certain factors affecting Q Comm's
results of operations, liquidity and capital resources. You should read the
following discussion and analysis in conjunction with the Company's consolidated
financial statements and related notes that are included herein.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

         The statements contained in the section captioned Management's
Discussion and Analysis of Financial Condition and Results of Operations which
are historical are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
uncertainty as to the Company's future profitability; the uncertainty as to the
demand for prepaid telephone services; increasing competition in the
telecommunications market; ability to hire, train and retain sufficient
qualified personnel; the ability to obtain financing on acceptable terms to
finance the Company's growth strategy; and the ability to develop and implement
operational and financial systems to manage the Company's growth.

OVERVIEW

         Q Comm International, Inc. ("Q Comm" or the "Company"), a Utah
corporation, is a growing national telecommunications service provider
specializing in the sale and distribution of various prepaid telecommunications
products including prepaid calling cards, prepaid wireless service and prepaid
home dial tone phone services throughout the United States. The Company
dispenses its products through Qxpress(TM), a total management system that
allows retailers to instantly provide any prepaid telecom service at the point
of purchase on demand; minimizing shelf space requirements, print flexible sales
reports, and eliminate expensive inventory, theft and fraud. The Company's
securities are quoted on the Over-the-Counter Bulletin Board ("OTCBB") under the
symbol QCCM.

         The Company's revenues originate from sales of prepaid calling cards.
wireless services and prepaid home dial tone services and from service fees of
the Qxpress(TM) point of sale activation system ("Qxpress(TM) System"), which
fees are charged when weekly sales quotas have not reached the minimum amount
set by Q Comm. Other revenues include renewal fees of master agent resellers and
miscellaneous income. While Q Comm offers several prepaid telecom products, the
Company believes that its future business will be primarily in the prepaid
wireless market.

         During the past year, in response to changes in the prepaid telecom
marketplace, Q Comm has focused its resources on changing its strategic
direction to a business-to-business prepaid telecom business, while completely
eliminating any marketing efforts to recruit master agents. Under the master
agent reseller program, the resellers paid the licensing fees for the rights to
resell Q Comm's phone card products and to receive the Company's support in its
resale efforts. The Company

                                       11

<PAGE>



determined that the master agent reseller program, consisting mostly of small
office/home office ("SOHO") type resellers, was not producing reliable revenue
streams nor did it effectively serve retail distribution channels where market
growth was expanding rapidly. In order to take advantage of the current and
projected growth of retail distribution and to achieve predictable revenues, the
Company changed its distribution methodology from a business to a consumer model
led by small master agent resellers to a business to business model led by large
independent telecom brokers and wholesale food distributors having pre-existing
relationships with large numbers of retailers. Q Comm uses its own sales force
to recruit, train and support large independent telecom brokers and wholesale
food distributors.

         The Company's objective is to be one of the leading prepaid
telecommunications companies in the United States. To achieve this, Q Comm will
need to simultaneously grow through direct and third-party sales, acquisition of
small regional companies, and the continued generation of multiple revenue
streams. The Company also needs to capitalize on its early marketing success by
continuing to expand the current distribution channels, and maintain its focus
on emerging technology while continuing to retain its high level of expertise in
this industry. The Company intends to introduce many more innovative product
solutions to the prepaid telecom market by exploiting leading technologies and
creating cutting-edge, customized solutions for emerging customer segments.

         International opportunities are also emerging for the Company in the
telecommunications arena. Overseas deregulation of telecommunications provides Q
Comm with an unprecedented opportunity for joint ventures to develop and market
prepaid telecommunication systems.

         The Key to the Company's future success lies in its ability to continue
to provide premier prepaid telecom products, enhance its point-of-sale
activation system (Qxpress(TM)) and execute its strategy of acquisition and
broker/wholesaler network expansion. The Company expects that its total number
of retail locations will reach 7,800 by the end of the year 2001.

RESULTS OF OPERATION FOR (i) THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 1999 AND (ii) THE THREE MONTHS ENDED JUNE 30, 2000 TO
THE THREE MONTHS ENDED JUNE 30, 1999.

REVENUES

         Q Comm generates and recognizes revenues under the categories of
telecommunications which include prepaid wireless services, prepaid calling
cards, prepaid home dial tone services, renewal fees of those master sales
agents who have maintained their licensing agreements with the Company, the
Qxpress(TM) system and other sales and miscellaneous income.

         (i) During the six months ending June 30, 2000, Q Comm's net sales were
$449,971 as compared with $1,020,469 during the same period in 1999. This
decrease this quarter as with the first quarter was primarily attributable to
the Company's aggressive change in the manner in which it distributes its
products. In response to distribution trends in the prepaid marketplace, namely
the rapid increase in retail distribution, Q Comm determined that the master
agent reseller program, consisting mostly of small office/home office (SOHO)
type resellers, was not producing reliable revenue streams nor did it
effectively serve retail distribution channels where market growth was expanding
rapidly. In order to take advantage of the current and projected growth in
retail distribution and to achieve

                                       12

<PAGE>



predictable revenues, the Company changed its distribution methodology from a
business to consumer model led by small master agent resellers to a business to
business model led by a large independent telecom brokers and wholesale food
distributors having pre-existing relationships with large numbers of retailers.
The Company believes that targeting retail environments through large
business-to-business oriented independent telecom brokers and food wholesalers
will ultimately result in significantly higher, more stable net sales and
profitability.

         (ii) During the three months ending June 30, 2000, Q Comm's net sales
were $301,321 as compared with $370,811 during the same period in 1999. The
slight drop off in sales for this three month comparison is likewise
attributable to the manner in which the Company distributes its products. Note:
Our sales have doubled for the second quarter in comparison with the first
quarter of this year.

COST OF GOODS SOLD

         (i) The Company's Cost of Goods Sold decreased to $329,123 from
$509,622 or approximately 35.5% for the six months ended June 30, 2000 as
compared to the six months ended June 30, 1999. This decrease trends first
quarter results where the reduction in the cost of good sold is primarily
associated with the discontinuation of marketing the master agent reseller
program as the Company responded to changes in the marketplace and migrated to
its current, national business-to- business development strategy.

         (ii) The Company's Cost of Goods Sold decreased to $212,613 from
$272,404 or 21.95% for the three months ended June 30, 2000 as compared with the
three months ended June 30, 1999. The reduction in the cost of goods sold during
this period is also associated with the discontinuation of marketing the master
agent reseller program as the Company responds to changes in the marketplace and
continues to migrate to a national business-to-business development strategy.
Note: In a quarter to quarter comparison for this year the increase in the cost
of goods sold is directly related to an increase in our sales.

GENERAL AND ADMINISTRATIVE EXPENSES

         (i) Although the Company experienced a reduction in revenue of ___%,
sales are now starting to increase as the national business-to-business strategy
starts to roll. Sales have increased 103% for the second quarter as compared
with the first quarter results. General and Administrative Expenses increase to
$600,225 from $575,754 or approximately 4.1%. This increase occurred because a
new management team that was brought in to execute a new marketing strategy and
business plan.

         (ii) The Company's General and Administrative Expenses also increase in
the second quarter three month comparison to $290,637 from $265,722 or
approximately 8.6% for the three months comparison of June 30, 2000 and June 30,
1999. As stated above this increase is associated with a new management team
brought in to execute a new marketing strategy and business plan.

SELLING EXPENSES

         (i) For the six months ended June 30, 2000 as compared with June 30,
1999, Selling Expenses increased approximately 65% to $62,426 from $22,106. The
increase in selling expenses was due to the Company's continued development of a
premier suite of products, the continued development of a

                                       13

<PAGE>



point-of-sale Qxpress(TM) System, the development and printing of
point-of-purchase materials, and the sales efforts associated with building a
new independent telecom broker and food wholesaler network for the selling and
distribution of its products was the continuing reason for the increase in its
Selling Expenses.

         (ii) For the three months ended June 30, 2000 as compared with the
three months ended June 30, 1999, Selling Expenses also increased approximately
42.4% to $24,269 from $13,983. This increase was also due to the Company's
development of a premier suite of products, the continued development of a
point-of-sale Qxpress(TM) System, the development and printing of
point-of-purchase materials, and the sales efforts associated with building a
new independent telecom broker and food wholesaler network for the selling and
distribution of its products was the continuing reason for the increase in its
Selling Expenses. Note: In quarter-to-quarter comparison for this year selling
expenses further declined for the second quarter to $24,269 from $38,157.

(LOSS) FROM OPERATIONS

         (i) The Company had a (loss) from operations of ($541,803) for the six
months ended June 30, 2000 as compared with a (loss) of ($87,013) for the six
months ended June 30, 1999. This (loss) was primarily attributable to the
Company's change in strategic direction and costs associated with this strategic
move from a business to consumer model to a national business-to-business
distribution model.

         (ii) The Company had a (loss) from operations of ($226,198) for the
three months ended June 30, 2000 as compared with a (loss) of ($181,298) for the
three months ended June 30,1999. Again, this loss was primarily attributable to
the Company's previously noted change in strategic direction and costs
associated with this strategic move from a business to consumer model to a
national business-to- business distribution model. Note: Because our sales have
increased our (loss) from operations was down from second quarter as compared
with the first quarter of ($315,605).

OTHER INCOME (EXPENSE)

         (i) The Company experienced a gain on extinguishment of debt of $94,090
for the six months ended June 30, 2000 as compared with $31,768 for the six
months ended June 30, 1999. Interest expense for the six months ended June 30,
2000 was $26,510 as compared with $13,028. When the interest expense is combined
with the gain on extinguishment of debt for the first six months the total other
income expense was $67,580 for the period ended June 30, 2000 as compared with
$18,740 for the six months ended June 30, 1999. This reflects a gain of
approximately 72.5%. This increase was attributable primarily to the gain on the
extinguishment of debt.

         (ii) Likewise the Company experienced a gain on extinguishment of debt
of $79,781 for the three months ended June 30, 2000 as compared with $31,768 for
the three months ended June 30, 1999. When the interest expense is combined with
the gain on extinguishment of debt for the first three months the total other
income expense was $64,832 for the period ended June 30, 2000 as compared with
$20,840 for the three months ended June 30, 1999. This reflects an increase of
approximately 67.5%. This increase was attributable primarily to the gain on the
extinguishment of debt.


                                       14

<PAGE>



NET INCOME (LOSS) BEFORE INCOME TAXES

         (i) For the six months ended June 30, 2000 the Company had a Income
Loss Before Income Taxes of ($474,223) as compared with ($68,273) for the six
months ended June 30,1999. This decrease in net income before income taxes is
largely attributable to the Company's change in the method of sales and
distribution of its product. Historically, the Company used a master agent
reseller program to sell its prepaid telecommunications products to consumers.
The resellers paid licensing fees in order to license the rights to distribute
the Company's phone products. Although the Company realized that these licensing
revenues would disappear, the Company responded to changes in the prepaid
telecom marketplace in order to position itself to significantly improve
financial results through large independent telecom brokers and food wholesalers
targeting retail distribution environments. This resulted in what the Company
believes to be a short-term loss in revenue and net income in exchange for a
much larger revenue base and profitability in the foreseeable future.

         (ii) For the three months ended June 30, 2000 the Company had a Income
Loss Before Income Taxes of ($161,366) as compared with ($160,458) for the three
months ended June 30,1999. This slight increase of ($908) in the year to date
comparison in net income before income taxes is largely attributable to the
Company's change in the method of sales and distribution of its product. Note:
In quarter-to-quarter comparison for this year the loss for the second quarter
was approximately 48.3% less from the first quarter.

LIQUIDITY AND CAPITAL RESOURCES

         Historically, the Company has financed its working capital requirements
through internally generated funds, the sale of shares of its common stock, and
proceeds from short-term bank borrowing. The Company currently has two lines of
credit with a bank, secured by equipment and a personal guarantee from an
officer of the Company. The draw on the lines were $0 and $49,368 for the period
ended June 30, 2000. The interest rate is prime plus 2 percent, plus an
additional 5 percent default rate due to noncompliance with the line of credit
covenants (14.75% at June 30, 2000) with interest payments due monthly, and the
principal due on demand. At various times during the period ended June 30, 2000,
the Company was not in compliance the credit covenants prompting the bank to
impose a default interest rate on the lines of credit. During the six months
ended June 30, 2000, the Company settled the line of credit with a balance of
$172,577 for approximately $102,000.

         (ii) As of June 30, 2000, the Company had cash of approximately $40,366
as compared with $377,351, for the period ended June 30, 1999 reflecting a
decrease of 89.1% of cash on-hand. In a quarter-to-quarter comparison for this
year the Company's cash on-hand decrease to $40,366 from $129,673. In each
instance the decrease in cash was due primarily to an increase in the purchase
of Qxpress(TM) systems, day-to-day operations and the development and printing
of point-of-purchase materials.

         The Company currently anticipates existing sources of liquidity and
cash generated from operations to be sufficient to satisfy its cash needs
through the next six months. To make future acquisitions or for other
forthcoming similar expenses, the Company may seek to increase the amount of its
one remaining credit facility or issue corporate debt or equity securities. Any
debt incurred or issued by the Company may be secured or unsecured, fixed or
variable rate interest and may be subject to such terms as the board of
directors of the Company deems prudent.

                                       15

<PAGE>



         The Company expects any proceeds from such additional credit or sale of
securities to be used primarily in the marketing of its telecommunications
products. No assurance can be given that the Company will be successful in
obtaining any additional credit facilities or in generating sufficient capital
from the sale of its securities to adequately fund its liquidity needs.

         The Company does not believe that its business is subject to seasonal
trends.

         The Company does not believe that inflation had a significant impact on
the Company's results of operations for the period presented. On an ongoing
basis, the Company attempts to minimize any effects of inflation on its
operating results by controlling operating costs, and, whenever possible,
seeking to insure that product price rates reflect increases in costs due to
inflation.


New Accounting Pronouncements

         No new pronouncement issued by the Financial Accounting Standards
Board, the American Institute of Certified Public Accountants or the Securities
and Exchange Commission is expected to have a material impact on the Company's
financial position or reported results of operations.





                                       16

<PAGE>



PART II           OTHER INFORMATION

Item. 1           Legal Proceedings

   Q Comm International, Inc. is not a party to any litigation.

                                       17

<PAGE>



Item 2   Changes in Securities

         See Changes in Financial Statements






                                       18

<PAGE>



Item 3.  Defaults on Senior Securities

         None





                                       19

<PAGE>



Item 4.  Submission of Matters to a Vote of Shareholders

         None




                                       20

<PAGE>



Item 5.  Other Information

         None






                                       21

<PAGE>



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

   (i) Form 8-K was filed with the Securities and Exchange Commission on March
20, 2000 to report the acquisition by Q Comm of Azore Acquisition Corporation, a
Nevada corporation ("Azore"), as a wholly owned subsidiary through a stock for
stock exchange. Immediately following the exchange, Q Comm and Azore entered
into a Plan of Merger pursuant to which Azore was merged with and into Q Comm.

   (ii) Form 8-K/A was filed with the Securities and Exchange Commission on
April 20, 2000 as an amendment to the Report on Form 8-K for Q Comm originally
filed with the Securities and Exchange Commission on March 20, 2000 to include
the audited financial statements of Q Comm for the years ended December 31, 1999
and 1998, and pro forma financial information giving effect to the acquisition
by Q Comm of Azore Acquisition Corporation.


The following Exhibits are being filed:

27       Financial Data Schedule.




                                       22

<PAGE>



                                   Signatures


         In accordance with Section 13 or 15 (d) of the Exchange Act, the
Company duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                              Q Comm International, Inc.


Date July 26, 2000
                                              By /s/ Paul C. Hickey
                                                 -----------------------------
                                                 Paul C. Hickey
                                                 Chief Executive Officer


         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.

<TABLE>
<CAPTION>


Q Comm International, Inc.

Signature                                            Position                           Date
<S>                                                  <C>                                <C>

By /s/ Paul C. Hickey                                Chief Executive Officer            July 26, 2000
-------------------------
Paul C. Hickey

By /s/ Stephen C. Flaherty                           Acting Chief Financial             July 26, 2000
--------------------------                           Officer
Stephen C. Flaherty                                  a

</TABLE>




                                       23