UNITED STATES 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, 2001

                         COMMISSION FILE NUMBER: 0-28885



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


               Utah                                          87-0674277
      ------------------------                         -------------------
      (State of incorporation)                         IRS Employer ID No.


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

                                 (801) 226-4222
                         -------------------------------
                         (Registrant's telephone number)

Check whether the issuer

     (1) filed all  reports  required  to be filed by Section 13 or 15(d) of the
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. Yes [X] No [ ]

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of the latest  practicable date: As of August 10, 2001, there were 11,348,702
shares of common stock outstanding.

Transitional Small Business Disclosure Format: [ ] Yes [X] No





<PAGE>


Part I

Item 1.  Financial Statements








                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                    UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                  JUNE 30, 2001












<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY




                                    CONTENTS

                                                                          PAGE
                                                                          ----


--       Unaudited Condensed Consolidated Balance Sheets,
           June 30, 2001 and December 31, 2000                              F-1


--       Unaudited Condensed Consolidated Statements of
           Operations, for the three and six months ended
           June 30, 2001 and 2000                                           F-2


--       Unaudited Condensed Consolidated Statements of Cash
           Flows, for the six months ended June 30, 2001
           and 2000                                                        F-3-4


--        Notes to Unaudited Condensed Consolidated Financial
           Statements                                                     F-5-12



<PAGE>
<TABLE>
<CAPTION>



                          Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                       UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                           ASSETS

                                                                June 30,        December 31,
                                                                  2001              2000
                                                              -----------       -----------
<S>                                                           <C>               <C>
CURRENT ASSETS:
     Cash in bank                                             $   151,221       $    97,740
     Certificates of deposit                                      100,000           100,000
     Accounts receivable                                           10,778           184,764
     Prepaid expenses                                              75,548              --
     Inventory                                                     11,835              --
                                                              -----------       -----------
               Total Current Assets                               349,382           382,504
                                                              -----------       -----------

PROPERTY & EQUIPMENT, net                                         435,870           190,751
                                                              -----------       -----------
OTHER ASSETS:
     Goodwill, net                                                167,093           189,549
     Deferred stock offering costs                                106,268              --
     Capitalized software development costs                       146,956             3,478
     Deposits                                                       2,738             2,738
                                                              -----------       -----------
               Total Other Assets                                 423,055           195,765
                                                              -----------       -----------
                                                              $ 1,208,307       $   769,020
                                                              ===========       ===========

                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Bank overdraft                                           $   333,969       $      --
     Lines of credit                                               82,668            63,368
     Accounts payable                                             479,394           355,633
     Accrued expenses                                             236,894           136,729
     Related party obligations                                    395,029           334,529
     Notes payable                                                199,859           100,000
     Investor advances                                            292,000           292,000
     Convertible debenture                                         50,000            50,000
     Contingent liability                                         159,235           159,235
                                                              -----------       -----------
               Total current liabilities                        2,229,048         1,491,494
                                                              -----------       -----------
LONG TERM OBLIGATIONS:
     Notes payable                                                   --             100,000
                                                              -----------       -----------
               Total liabilities                                2,229,048         1,591,494
                                                              -----------       -----------
STOCKHOLDERS' EQUITY (DEFICIT):
     Common stock, $.001 par value,
       50,000,000 shares authorized,
       10,357,273 and 9,213,655 shares
       issued and outstanding, respectively                        10,357             9,214
     Capital in excess of par value                             3,228,468         2,853,633
     Retained Deficit                                          (4,259,566)       (3,685,321)
                                                              -----------       -----------
               Total Stockholders' Equity (Deficit)            (1,020,741)         (822,474)
                                                              -----------       -----------
                                                              $ 1,208,307       $   769,020
                                                              ===========       ===========
</TABLE>


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

                                            F-1

<PAGE>
<TABLE>
<CAPTION>


                            Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                               For the Three                For the Six
                                               Months Ended                 Months Ended
                                                 June 30,                     June 30,
                                        --------------------------    --------------------------
                                            2001          2000            2001           2000
                                        -----------    -----------    -----------    -----------
<S>                                     <C>            <C>            <C>            <C>
NET SALES                               $ 3,885,910    $   301,321    $ 5,739,840    $   449,971

COST OF GOODS SOLD                        2,074,241        156,585      3,314,965        253,842
                                        -----------    -----------    -----------    -----------
GROSS PROFIT                              1,811,669        144,736      2,424,875        196,129
                                        -----------    -----------    -----------    -----------
OPERATING EXPENSES:
     Commissions and fees                 1,665,163         56,028      2,181,799         75,281
     Research and development                57,500           --           57,500           --
     Selling expenses                        67,373         71,968        117,971        129,602
     General and administrative             248,333        226,090        535,813        509,228
     Depreciation and amortization           38,185         16,848         69,281         23,821
                                        -----------    -----------    -----------    -----------
         Total Operating Expenses         2,076,554        370,934      2,962,364        737,932
                                        -----------    -----------    -----------    -----------
LOSS FROM OPERATIONS                       (264,885)      (226,198)      (537,489)      (541,803)

OTHER INCOME (EXPENSE):
     Other income                             1,115           --            1,776           --
     Other expense                          (19,182)       (14,949)       (40,756)       (26,510)
                                        -----------    -----------    -----------    -----------
         Total Other Income (Expense)       (18,067)       (14,949)       (38,980)       (26,510)
                                        -----------    -----------    -----------    -----------
LOSS BEFORE EXTRAORDINARY
     ITEM AND INCOME TAXES                 (282,952)      (241,147)      (576,469)      (568,313)

EXTRAORDINARY ITEM - Gain on
     extinguishment of debt                    --           79,781          2,224         94,090
                                        -----------    -----------    -----------    -----------

LOSS BEFORE INCOME TAXES                   (282,952)      (161,366)      (574,245)      (474,223)

CURRENT TAX EXPENSE                            --             --             --             --

DEFERRED TAX EXPENSE                           --             --             --             --
                                        -----------    -----------    -----------    -----------

NET LOSS                                $  (282,952)   $  (161,366)   $  (574,245)   $  (474,223)
                                        ===========    ===========    ===========    ===========
LOSS PER COMMON SHARE:
     Before extraordinary item          $      (.03)   $      (.03)   $      (.06)   $      (.07)
     Extraordinary item                        --              .01           --              .01
                                        -----------    -----------    -----------    -----------


LOSS PER COMMON SHARE                   $      (.03)   $      (.02)   $      (.06)   $      (.06)
                                        ===========    ===========    ===========    ===========
</TABLE>


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

                                               F-2

<PAGE>
<TABLE>
<CAPTION>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                 For the Six
                                                                Months Ended
                                                                  June 30,
                                                           ----------------------
                                                              2001        2000
                                                           ---------    ---------
<S>                                                       <C>           <C>
Cash Flows from Operating Activities:
     Net loss                                              $(574,245)   $(474,223)
     Adjustments to reconcile net
       loss to net cash used by
       operating activities:
        Gain on extinguishment of debt                        (2,224)     (94,090)
        Depreciation and amortization expense                 69,281       23,821
        Stock issued for non-cash consideration              112,711         --
        Change in assets and liabilities:
           Increase in certificates of deposit                  --       (100,000)
           (Increase) decrease in accounts receivable        173,986      (29,584)
           Increase in related party receivable                 --           (325)
           Increase in prepaid expenses                      (75,548)        --
           (Increase) decrease in other assets                  --          3,000
           Increase in inventory                             (11,835)        --
           Increase in accounts payable                      125,984       46,807
           Increase in accrued expenses                      100,165       38,760
           Increase in related party obligations              60,500       14,161
                                                           ---------    ---------
               Net Cash Used by Operating Activities         (21,225)    (571,673)
                                                           ---------    ---------
Cash Flows from Investing Activities:
     Capitalized software development costs                 (143,478)        --
     Purchase of property & equipment                       (291,944)     (98,362)
                                                           ---------    ---------
               Net Cash Used by Investing Activities        (435,422)     (98,362)
                                                           ---------    ---------
Cash Flows from Financing Activities:
     Issuance of common stock                                157,000      550,000
     Proceeds from investor advances                            --        292,000
     Net increase in bank overdraft                          333,969         --
     Net increase (decrease) in lines of credit               19,300     (152,504)
     Payments on notes payable                                  (141)     (21,583)
                                                           ---------    ---------
               Net Cash Provided by Financing Activities     510,128      667,913
                                                           ---------    ---------
Net Increase (Decrease) in Cash                               53,481       (2,122)

Cash at Beginning of Period                                   97,740       42,488
                                                           ---------    ---------
Cash at End of Period                                      $ 151,221    $  40,366
                                                           ---------    ---------

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the periods for:
       Interest expense                                    $   7,128    $    --
       Capitalized interest                                $   3,766    $    --
       Income taxes                                        $     100    $    --
</TABLE>


                                   (Continued)

                                      F-3
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Continued)

Supplemental Schedule of Noncash Investing and Financing Activities:

     For the six months ended June 30, 2001:

          The Company issued 676,000 shares of common stock for services  valued
          at $218,979, including deferred stock offering costs of $106,268.

     For the six months ended June 30, 2000:

          The Company  issued  100,000 shares of common stock and a note payable
          in the  amount of  $50,000  in the  acquisition  of Azore  Acquisition
          Corporation (See Note 2).

          The Company  issued  896,055  shares of common stock in  conversion of
          $650,000 of debentures along with related accrued interest of $10,788.




















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


                                      F-4

<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  - Q Comm  International,  Inc. (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.  The Company is  headquartered  in
     Orem,  Utah but  provides  telecommunication  products  and 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.

     Unaudited  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,  2001  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.  These  condensed  financial
     statements should be read in conjunction with the financial  statements and
     notes thereto included in the Company's December 31, 2000 audited financial
     statements.  The results of operations  for the periods ended June 30, 2001
     and 2000 are not  necessarily  indicative of the operating  results for the
     full year.

     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.

     Certificates of Deposits - The Company accounts for investments in debt and
     equity  securities in  accordance  with  Statement of Financial  Accounting
     Standard (SFAS) 115, "Accounting for Certain Investments in Debt and Equity
     Securities".  Under SFAS 115 the  Company's  certificates  of deposit (debt
     securities)  have been classified as  held-to-maturity  and are recorded at
     amortized cost. Held-to-maturity securities represent those securities that
     the  Company  has  both the  positive  intent  and  ability  to hold  until
     maturity.

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

     Goodwill  -  In  connection  with  the  acquisition  of  Azore  Acquisition
     Corporation (See Note 2), the Company  recorded  goodwill of $224,561 which
     is being amortized over 5 years on a straight-line basis.

     Revenue  Recognition - The Company provides  electronic delivery of prepaid
     telecommunication  products through a variety of retail locations.  Revenue
     is  recognized  at the  time  of  product  sale.  Sales  of  the  Company's
     electronic  products and services are generally made directly to end-users.
     There  is no right of  return  for  products  sold and the  Company  is not
     obligated for further performance after the sale.

     The  Company  also  provides  non-electronic   telecommunication   products
     primarily  to others for  resale.  These  sales are  recorded  net of sales
     discounts and allowances.


                                      F-5
<PAGE>

                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Loss Per Share - The Company  computes  loss 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 earnings per share when the effect is dilutive (see Note 15).

     Income Taxes - The Company  accounts for income  taxes in  accordance  with
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes."  This  statement  requires  an asset  and  liability  approach  for
     accounting for income taxes.

     Research  and  Development  - Research  and  Development  costs are for the
     purpose of new product development and are expensed as incurred.

     Software  Development Costs - The Company capitalizes  software development
     costs  incurred  to  develop  certain of the  Company's  new  products  and
     services in accordance  with  Statement of Financial  Accounting  Standards
     (SFAS) No. 86,  "Accounting for the Costs of Computer  Software to Be Sold,
     Leased,  or  Otherwise  Marketed".  Costs are  capitalized  only  after the
     technological  feasibility  of  the  project  has  been  established.  Once
     completed,  project costs will be amortized over the estimated  useful life
     of the software, estimated to be five years.

     Advertising  Costs -  Advertising  and  marketing  costs  are  expensed  as
     incurred.

     Inventory - Inventory consists of wireless  telecommunication  products and
     is carried at the lower of cost or market.

     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.

     Reclassifications  - Certain  amounts in the financial  statements  for the
     periods ended June 30, 2000 have been  reclassified  to conform to headings
     and classifications used in the June 30, 2001 financial statements.

NOTE 2 - ACQUISITION

     During March 2000, the Company issued 100,000 shares of common stock valued
     at $1.76 and a note  payable for $50,000 to purchase  all of the issued and
     outstanding shares of Azore Acquisition Corporation (Azore). The merger was
     accounted  for as a purchase.  Subsequent  to the merger,  Azore was merged
     into the Company and  dissolved.  Goodwill  of  $224,561  representing  the
     excess of the cost of  purchasing  Azore over the fair market  value of the
     assets at the date of  acquisition  was recorded and is being  amortized on
     the  straight-line  method over 5 years.  Amortization  expense  recognized
     during the  periods  ended June 30,  2001 and 2000 was  $22,456 and $9,775,
     respectively.


                                      F-6
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - CERTIFICATES OF DEPOSIT

     The Company has  certificates  of deposit  with a cost and market  value of
     $100,000 at June 30, 2001. The certificates mature May 2002 with a maturity
     value of  $103,600.  One of the  certificates  of  deposit in the amount of
     $50,000 is collateral for the Company's line of credit (See Note 6).

NOTE 4 - PROPERTY & EQUIPMENT

     The following is a summary of property and equipment:

                                                      June 30,     December 31,
                                                        2001           2000
                                                     ---------      ---------

         Cost                                        $ 528,889      $ 236,945

         Accumulated Deprecation                       (93,019)       (46,194)
                                                     ---------      ---------
         Property & Equipment, net                   $ 435,870      $ 190,751
                                                     ---------      ---------

     Depreciation  expense  for the six months  ended June 30, 2001 and 2000 was
     $46,825 and $14,046, respectively.

NOTE 5 - BANK OVERDRAFT

     The Company  receives payment on  substantially  all its sale  transactions
     through the automated  clearinghouse  system (ACH system) on either a daily
     or weekly basis. Once the payment has been received,  the Company disburses
     funds  via the  ACH  system  for  commissions  and  fees  according  to the
     respective  agreements,  generally  ranging  from 1-4 days after  funds are
     received.  This timing  difference  between receipt of funds and payment of
     commission  and fees creates an ongoing  balance of available  funds in the
     Company's  bank  accounts.  At June 30,  2001,  the Company had  utilized a
     portion of this available balance in the amount of $333,969,  which created
     a bank overdraft for accounting purposes.

NOTE 6 - LINES OF CREDIT

     The  Company  has a  $50,000  line  of  credit  with a bank,  with  $50,000
     outstanding  at June 30, 2001.  The line accrues  interest at prime plus 2%
     (9% at June 30,  2001),  and is due in May 2002.  The line is  secured by a
     $50,000 certificate of deposit.

     At June 30, 2001, the Company has a $32,668  balance  outstanding on a line
     of credit with a bank. The line of credit bears interest at a rate of 11.5%
     and is due on demand.

                                      F-7
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTY OBLIGATIONS

     Accrued  Expenses - At June 30, 2001, the Company owes the Chief  Executive
     Officer $240,024, principally consisting of unpaid equipment lease expenses
     (see Note 14), deferred salary, and accrued interest.

     Notes  Payable - At June 30,  2001,  the  Company  has two  notes  totaling
     $155,005  payable to the Company's Chief Executive  Officer.  The notes are
     payable on demand and bear interest at 10%.

NOTE 8 - INVESTOR ADVANCES

     At June 30, 2001,  the Company owes  investors  $292,000 for advances.  The
     advances bear interest at 10% and have no stated repayment date.

NOTE 9 - NOTES PAYABLE

     At June 30,  2001,  the Company has a note payable for  $100,000.  The note
     bears  interest  at a rate of 15% per annum,  payable  monthly,  and is due
     January 2, 2002.  If the  Company  does not make the  interest  payments or
     principal  balloon payment,  a late penalty equal to 10% of the amount owed
     will be assessed 5 calendar days after the payment was due. The Company has
     pledged 400,000 common shares as collateral for the loan (see Note 13).

     At June 30,  2001,  the Company has a note  payable for  $50,000.  The note
     bears  interest at a rate of 12% per annum and is due on November 27, 2001.
     In connection with obtaining the note, the Company issued 25,000 options to
     purchase common stock  exercisable at $.60 per share expiring  November 27,
     2003, with demand registration rights.

     At June 30, 2001,  the Company has a note payable with an original  balance
     of  $50,000  and a  remaining  balance of  $49,859  in  connection  with an
     acquisition (see Note 2). The note bears interest at 18% per annum. Monthly
     principal and interest payments of $4,951 are due through May 2002.

NOTE 10 - CONVERTIBLE DEBENTURES/NOTES

     At June 30, 2001, the Company has $50,000 in convertible  debentures  which
     may be  converted  to common  stock at $.92 per share at the  option of the
     holder.  The  debentures  bear  interest at 12.5% and are due July 6, 2001.
     Subsequent to June 30, 2001,  the  debenture  was extended  until July 2002
     under the same terms, with a conversion price of $.30.

     On August 9, 2001, the Company entered into a $200,000, secured convertible
     note  agreement.  The note is due 120 days after signing and bears interest
     at 6%. The note may be  converted  to common stock at $.30 per share at the
     option of the holder.  The note is collateralized by certain equipment with
     an  approximate  value of $200,000.  If the note is not converted to common
     stock,  the  Company  has the  option  to repay  the note  with  cash or by
     releasing the equipment collateralizing the note to the holder.


                                      F-8
<PAGE>



                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - CONTINGENT LIABILITY

     During the year ended  December 31,  2000,  the Company  purchased  certain
     software and hardware from an unrelated  party for  $1,000,000,  payable at
     various dates through October 2001.  Subsequently,  the Company  determined
     through due  diligence to exercise  its right of recision  specified in the
     contract  and  return  the  items to the  seller.  Under  the  terms of the
     contract,  the Company  may be liable for  amounts due the seller  prior to
     notification of termination.  Management of the Company believes the amount
     that will ultimately be paid to the seller, if any, is not determinable but
     will be immaterial to the financial statements at June 30, 2001.

     During the year ended December 31, 1999, the Company sold certain  services
     to a third  party who in turn sold these  services to  consumers.  When the
     third  party  failed  to  deliver  as  anticipated,  some of the  consumers
     reversed the charges  that had been made on their  credit card  accounts to
     purchase the services.  These reversals were ultimately  covered by charges
     made  to the  Company's  merchant  account  with a  bank,  resulting  in an
     overdraft of that account. The Company,  under the agreement with the third
     party, is entitled to be reimbursed 50% of the amount of the charge-backs.

     Management of the Company  believes the bank  reversed  charges that should
     not have been under the terms and  conditions of the  consumers'  agreement
     and therefore disputes the $175,477 claimed by the bank.

     The Company has recorded a contingent  liability in  connection  with these
     matters.

NOTE 12- 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, 2001 operating loss  carryforwards  of  approximately  $4,250,000,
     which may be applied  against  future  taxable  income and which expires in
     various years 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
     $1,445,000 as of June 30, 2001, with an offsetting  valuation  allowance of
     the same amount.  The change in the valuation  allowance for the six months
     ended June 30, 2001 is approximately $195,000.


                                      F-9
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13- CAPITAL STOCK AND STOCK OPTIONS

     A summary of common  stock  transactions  for the six months ended June 30,
     2001 and 2000 is as follows:
<TABLE>
<CAPTION>

                                                                             No. of             Price
                                                                             Shares           Per Share
                                                                             ------           ---------
           Period  Ended June 30, 2001
           ---------------------------
           <S>                                                              <C>              <C>
              Common stock issued for cash of $40,000,
                February 2001                                                133,333              $.30

              Common stock issued for services of $81,929,
                February 2001                                                281,000          $.28 - $.40

              Common stock issued for services of $118,300,
                March 2001                                                   345,000          $.34 - $.35

              Common stock issued for services of $6,250,
                May 2001                                                       25,000             $.25

              Common stock issued for cash of $100,000,
                May 2001                                                     285,714              $.35

              Common stock issued for services of $12,500
                June 2001                                                      25,000             $.50

              Common stock issued for cash of $17,000
                June 2001                                                      48,571             $.35


           Period Ended June 30, 2000
           --------------------------

              Common stock issued for conversion of $500,000
                in debentures and accrued interest of $7,755,
                February 2000                                                683,523         $.70 - $1.00

              Common stock issued for acquisition, March 2000                100,000             $1.76

              Common stock issued for cash of $550,000
                April 2000                                                   594,595              $.93

              Common stock issued for conversion of $150,000
                in debentures and accrued interest of $3,033                 212,532              $.72
</TABLE>


     The  Company  also has  400,000  shares of common  stock  held in escrow as
     collateral  for a note  payable  (see Note 9). The  Company  has not valued
     these  shares since they will only be issued in the event of default on the
     loan.

     Subsequent to June 30, 2001,  the Company sold 920,000 shares of restricted
     common  stock in a  private  placement  for cash of  $276,000,  or $.30 per
     share,  and 71,429 shares of common stock for cash of $25,000,  or $.35 per
     share, through the exercise of stock options.

     The  Company's  board of directors has the authority to grant stock options
     to  employees,  officers,  and  certain  non-employees.  These  options are
     considered nonqualified for income tax purposes.

                                      F-10
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - CAPITAL STOCK AND STOCK OPTIONS (Continued)

     As of June 30,  2001,  the  Company  had  granted to  employees  options to
     purchase  1,655,000  shares of common stock at a weighted  average exercise
     price of $1.34 per share and with a weighted average remaining  contractual
     life of 4 years.  Of these options,  1,239,000  shares were  exercisable at
     June 30, 2001.

     As of June 30, 2001, the Company had outstanding 2,060,431 stock options to
     non-employees  under various  agreements  with exercise prices ranging from
     $.35 to $3.00 per share,  expiring between March 2002 and May 2006.  During
     the six months  ended June 30,  2001,  1,690,000  options  were  granted to
     non-employees  at prices ranging from $.35 to $1.25.  During that same time
     period,  334,285  options  were  exercised  at $.35 per share  and  275,271
     options expired.

NOTE 14 - OPERATING LEASES

     The Company  leased  equipment  and  furniture  from a company owned by the
     Company's CEO under an operating  lease which expired on March 31, 2001. At
     June 30, 2001,  approximately $96,000 in past lease payments is outstanding
     (see Note 7).

     The Company  leases  office and  warehouse  space under an operating  lease
     agreement  dated November 22, 1999. The base monthly rental under the lease
     is $3,190.  The lease expires December 31, 2001, with an option on the part
     of the Company to renew for an additional two years.  The Company's  future
     minimum  rental under this  operating  lease amounts to $19,140 at June 30,
     2001.

NOTE 15 - LOSS PER SHARE

     The  amounts  used in  computing  loss per share and the  weighted  average
     number of shares of common stock  outstanding for the periods presented are
     as follows:
<TABLE>
<CAPTION>

                                                                  For the Three                For the Six
                                                                   Months Ended                Months Ended
                                                                     June 30,                    June 30,
                                                          ---------------------------   ----------------------------
                                                              2001          2000            2001            2000
                                                          ------------   ------------   ------------    ------------
          <S>                                             <C>            <C>            <C>             <C>
          Loss from continuing operations
            available to common shareholders
            (numerator)                                   $   (282,952)  $   (241,147)  $   (576,469)   $   (568,313)
                                                          ------------   ------------   ------------    ------------

          Gain on extinguishment of debt  (numerator)     $       --     $     79,781   $      2,224    $     94,090
                                                          ------------   ------------   ------------    ------------
          Weighted average number of common
           shares outstanding during the period used
           in per share calculations (denominator)          10,188,655      8,089,701      9,831,218       7,513,488
                                                          ------------   ------------   ------------    ------------
</TABLE>

     At June 30,  2001 and  2000,  the  Company  had  outstanding  common  stock
     purchase options for 3,715,431 and 2,219,716 shares, respectively (see Note
     13),  which were not  included  in the loss per share  computation  because
     their effect would be anti-dilutive.


                                      F-11
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - SUBSEQUENT EVENTS

     Subsequent to June 30, 2001, the Company  entered into a $200,000,  secured
     convertible  note  agreement.  The note is due 120 days after  signing  and
     bears interest at 6%. The note may be converted to common stock at $.30 per
     share at the option of the holder.  The note is  collateralized  by certain
     equipment  with  an  approximate  value  of  $200,000.  If the  note is not
     converted  to common  stock,  the  Company has the option to repay the note
     with cash or by releasing  the  equipment  collateralizing  the note to the
     holder.

     Subsequent to June 30, 2001,  the Company sold 920,000 shares of restricted
     common  stock in a  private  placement  for cash of  $276,000,  or $.30 per
     share,  and 71,429 shares of common stock for cash of $25,000,  or $.35 per
     share, through the exercise of stock options.

NOTE 17 - GOING CONCERN

     The  accompanying  condensed  financial  statements  have been  prepared in
     conformity with generally accepted accounting principles, which contemplate
     continuation  of the Company as a going concern.  However,  the Company has
     incurred  significant losses in recent years and has current liabilities in
     excess of current  assets and has not yet been  successful in  establishing
     profitable  operations.  These  factors raise  substantial  doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management plans to mitigate this doubt by raising additional funds through
     debt and/or equity offerings (see Note 16) and by substantially  increasing
     sales.  There  is no  assurance  that the  Company  will be  successful  in
     achieving  profitable  operations.  The financial statements do not include
     any adjustments that might result from the outcome of these uncertainties.



                                      F-12
<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITIONS  AND RESULTS OF
OPERATIONS

The following is a discussion of certain factors affecting Q Comm International,
Inc.'s ("Q Comm" or the "Company") results of operations,  liquidity and capital
resources.  You should read the following discussion and analysis in conjunction
with the Company's consolidated condensed 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;  the  Company's  ability  to hire,  train and retain
sufficient  qualified  personnel;  the Company's  ability to obtain financing on
acceptable  terms to finance its growth strategy;  and the Company's  ability to
develop and implement operational and financial systems to manage its growth.

OVERVIEW

Q Comm International, Inc., a Utah corporation, is a 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 dialtone phone  services  throughout the United States.
The Company  dispenses  its products  through  Qxpress(TM),  a total  management
system   that  allows   retailers   to:  (i)   instantly   provide  any  prepaid
telecommunications  service at the point of purchase on demand and thus minimize
shelf space requirements, (ii) print flexible sales reports, and (iii) eliminate
expensive inventory, and prevent theft and fraud.

The  Company's  securities  are quoted on the  Over-the-Counter  Bulletin  Board
("OTCBB") under the symbol QCCM.OB

                                       2
<PAGE>


The  Company's  revenues  originate  from the  sale of  prepaid  calling  cards,
wireless  services and prepaid home dialtone  through the  Qxpress(TM)  point of
sale  activation  system and from service fees  associated  with the Qxpress(TM)
system,  which are charged when weekly sales quotas have not reached the minimum
amount set by Q Comm.  The  Company  also  generates  revenues  from the sale of
printed  prepaid  wireless  phone cards.  Other  revenues  include  interest and
miscellaneous  income.  While Q Comm offers  several  prepaid  telecommunication
products, the Company believes that its future business will be primarily in the
prepaid  wireless  market and  providing  point-of-  sale  solutions to wireless
carriers.

During   the  past   year  and  in   response   to   changes   in  the   prepaid
telecommunications marketplace, Q Comm has focused its resources on changing its
strategic  direction  to  a  business-to-business   prepaid   telecommunications
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 for the
Company's support in its resale efforts.  The Company 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-consumer  model in which sales were
executed by small master  agent  resellers  who sold  directly to consumers to a
business-to-business model wherein large independent  telecommunications brokers
and wholesale food distributors  marketed the Company's products to a variety of
retailers  with  whom  they  had  pre-existing   relationships.   With  its  new
business-to-business model in place, Q Comm uses its own sales force to recruit,
train and support the independent  telecommunications brokers and wholesale food
distributors that market Q Comm's products.

The Company's  objective is to be one of the leading prepaid  telecommunications
companies in the United States. To achieve this, it will be necessary for Q Comm
to expand the size of its revenues  through  direct as well as third party sales
and to  expand  its scope of  services  to  generate  revenue  through  multiple
business models and customer types.  The Company also needs to capitalize on its
early  marketing  success  by  continuing  to expand  the  current  distribution
channels and to 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
telecommunication   market  by  exploiting  leading  technologies  and  creating
leading-edge, customized solutions for emerging customer segments.

International   opportunities   are  also   emerging  for  the  Company  in  the
telecommunications  industry.  The  international  market for  prepaid  wireless
services is generally more developed than in the United States, which provides Q
Comm with an unprecedented  opportunity to develop  strategic  relationships for
the marketing prepaid telecommunication systems.

The key to the  Company's  future  success  lies in its  ability to  continue to
provide premier prepaid  telecommunications  products, enhance its point of sale
activation  system  (Qxpress(TM)),  execute  its  strategy  of  acquisition  and
broker/wholesaler  network  expansion,  and obtain  funding  needed to carry out
these objectives.

                                       3
<PAGE>


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2000 AND FOR THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED
TO THE THREE MONTHS ENDED JUNE 30, 2000.

REVENUES

Q  Comm   generates  and  recognizes   revenues  under  the  category   entitled
"telecommunications"  which includes prepaid wireless services,  prepaid calling
cards, prepaid home dialtone services, renewal fees of those master sales agents
who have maintained their licensing agreements with the Company, and other sales
and miscellaneous income.

During the six months ended June 30, 2001, Q Comm's net sales were $5,739,840 as
compared to $449,971  during the quarter  ended June 30, 2000,  representing  an
increase of $5,289,869.  The increase during the year 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 predictable revenues, the Company changed its
distribution methodology from a business-to-consumer  model, in which sales were
effected by small master agent  resellers  selling  directly to consumers,  to a
business-to-business  model,  in  which  large  independent   telecommunications
brokers and wholesale food  distributors  marketed Q Comm's  products to a large
number of retailers with whom they had pre-existing  relationships.  The Company
believes that targeting retail environments  through large  business-to-business
oriented  independent  telecommunications  brokers  and  food  wholesalers  will
ultimately result in significantly  higher and more stable net sales and overall
profitability.  This change in strategy  has  resulted  in  increasing  revenues
throughout  the year ended  December  31,  2000 and  continuing  into 2001.  The
Company  attributes this increase to the positive effects from the change in the
manner in which the Company's products are marketed,  with greater reach through
the use of a large wholesale and distribution network  implementation,  and from
the benefits provided by its point-of-sale activation system (Qxpress(TM)).

During the three  months  ended  June 30,  2001,  Q Comm's  net sales  increased
$3,584,589 to $3,885,910,  from $301,321 in the  comparable  period in 2000. The
Company attributes this change to the same factors discussed above.

COST OF GOODS SOLD

The Company's cost of goods sold increased $3,061,123, from $253,842 for the six
months ended June 30, 2000 to $3,314,965 for the six months ended June 30, 2001.
The  increase  in the cost of goods  sold  during  this  period  is  principally
associated  with the increase in revenues.  Additionally,  the Company's  direct
cost  structure  has  changed  somewhat  as a result of the  discontinuation  of
marketing  the master  agent  reseller  program,  as noted  above.  The  Company
believes there are many advantages in terms of controlling  costs in its current
business model, which is focused on purchasing  electronic PINs for distribution
through its Qxpress (TM) terminals. These advantages include no inventory costs,
minimal distribution costs, and immediate payment for product sales all of which
favorably impact both cost of goods sold and operating expenses.


                                       4
<PAGE>

During the three  months  ended  June 30,  2001,  cost of goods  sold  increased
$1,917,656, from $156,585 for the three months ended June 30, 2000 to $2,074,241
for the three months ended June 30, 2001. This increase is also  attributable to
the increase in revenues as noted above.

OPERATING EXPENSES

Total  operating  expenses for the six months  ended June 30, 2001  increased to
$2,962,364  from  $737,932  during the same  period in 2000,  or an  increase of
$2,224,432.  For the three months ended June 30, 2001, total operating  expenses
were  $2,076,554  compared  to  $370,934  for the same  period in 2000.  Factors
contributing to the changes are discussed below.

Commissions and fees increased $2,106,518, from $75,281 for the six months ended
June 30,  2000 to  $2,181,799  for the six  months  ended June 30,  2001.  These
expenses are principally  commissions  paid to merchants and brokers for product
sales through the Qxpress(TM)  terminals and are a fixed  percentage of the sale
amount.  The increase in commissions  and fees is solely a function of increased
revenues.  Beginning in 2001, the Company reflects these costs as a component of
operating  expenses.  Prior to 2001,  such expenses were included in the cost of
goods  sold.  For  purposes  of  comparability,  the  Company  has  reclassified
comparable amounts for the three- and six-month periods ended June 30, 2000. For
the three  months  ended June 30,  2001,  commissions  and fees were  $1,665,163
compared to $56,028 the three months  ending June 30, 2000.  The increase is due
to the increase in revenues during the period.

Research and development expenses were $57,500 for both the three- and six-month
periods  ended June 30,  2001.  No expenses of this nature were  incurred in the
comparable  periods in 2000.  During the three months  ended June 30, 2001,  the
Company  incurred  expenses  related  to the  development  of new  products  and
services.  These  expenses  were fees paid to an external  company;  no internal
expenses have been  classified as research and  development to date. The Company
expects to continue to incur research and development  expenses through at least
the next fiscal quarter.

Selling expenses decreased $11,631 (9.0%) for the six months ended June 30, 2001
compared to the six months ended June 30, 2000, and decreased  $4,595 (6.4%) for
the three months ended June 30, 2001  compared to the same period in 2000.  Both
these decreases were due to slightly lower salary and benefit  expenses  related
to sales personnel.

General and administrative  expenses increased $26,585 (5.2%) from the six-month
period  ended June 30,  2000 to the  comparable  period in 2001,  and  increased
$22,243 (9.8%) from the three-month period ended June 30, 2000 to the comparable
period  in 2001.  The  increase  in  general  and  administrative  expenses  was
principally  caused by an  increase  in salary  and  benefit  expenses  with the
addition of customer service and support staff. The Company believes only modest
growth, if any, in general and  administrative  personnel costs will be required
to sustain increased sales and the new products and services contemplated by the
Company.

Depreciation and  amortization  expenses  increased  $45,460 and $21,337 for the
six- and three-month periods ended June 30, 2001, respectively, when compared to
the same  periods in 2000,  reflecting  increased  investment  in  property  and
equipment (principally Qxpress(TM) terminals).


                                       5
<PAGE>


LOSS FROM OPERATIONS

The Company had a loss from operations of $537,489 for the six months ended June
30, 2001 as compared  to a loss of  $541,803  for the six months  ended June 30,
2000. This loss was primarily  attributable to the Company's change in strategic
direction  and the costs  associated  with this change in strategy.  The Company
expects its investment in an expanded  distribution  network and in new products
and  services to result in  continued  growth in  revenues  in the future,  with
resulting improvement in results from operations.

The loss from  operations  for the three months ended June 30, 2001 was $264,885
compared to $226,198 for the three months ended June 30, 2000.

OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEM

Net other  expense for the six months  ended June 30, 2001  increased by $12,470
compared  to  the  six  months  ended  June  30,  2000  ($38,980  vs.   $26,510,
respectively),  and increased by $3,118 for the three months ended June 30, 2001
when  compared to the same period in 2000 ($18,067 vs.  $14,949).  The increases
were the result of higher interest expenses associated with borrowings.

The Company  experienced a gain on  extinguishment of debt of $2,224 for the six
months ended June 30, 2001 as compared to $94,090 for the  comparable  period in
2000.  For the three months ended June 30, 2001,  no gain of this type  occurred
while $79,781 was recorded in the comparable  period in 2000. This difference is
due to a large one-time settlement and resulting gain in April 2000.

NET LOSS

For the six months  ended June 30,  2001,  the Company had a loss before  income
taxes of $574,245 as compared to $474,223  for the same period in 2000.  For the
three months ended June 30, 2001,  the Company had a loss before income taxes of
$282,952 as compared to $161,366 for the same period in 2000. These  differences
are primarily  resulting from the large  extraordinary  gain recorded in 2000 as
discussed  above.  The Company  expects to continue to experience an increase in
its revenue base and, with margins on sales expected to be relatively consistent
with current levels, anticipates profitability in the foreseeable future.

The Company has  available at June 30, 2001,  operating  loss  carryforwards  of
approximately $4,250,000,  which may be applied against future taxable income in
years 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 $1,445,000 as of
June 30, 2001,  with an offsetting  valuation  allowance at June 30, 2001 of the
same amount.


                                       6
<PAGE>


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 borrowings,  convertible debentures,  and notes payable. As
of June 30, 2001, the Company had a working capital deficit (current assets less
current  liabilities)  of  approximately  $1,880,000  compared  to a deficit  of
approximately  $1,100,000  at December  31,  2000.  This  increase is  primarily
attributable  to the Company's  funding of an increase in property and equipment
(primarily  Qxpress(TM)  terminals) and certain  operating costs with short-term
liabilities.  The Company may seek to issue corporate debt or equity  securities
in order to satisfy  its cash needs for the coming  year.  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. Any sales of equity securities may be at or below current
market rates for the Company's  common stock. No assurance can be given that the
Company will be successful in generating  sufficient capital from new borrowings
or from the sale of its securities to adequately fund its liquidity needs.

Subsequent to June 30, 2001, the Company sold 991,429 shares of common stock for
cash of $301,000 at prices ranging from $.30 to $.35 per share.  Also, in August
2001 the Company received $200,000 from a secured convertible note. (See Note 16
to the Unaudited Condensed Financial Statements included under Item 1 herein.)

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.

Part II

Item 1.  Legal Proceedings

     The  Registrant  was not made a party to any legal  proceedings  during the
period covered by this Quarterly  Report on Form 10-QSB,  and is not the subject
of any legal proceedings other than those disclosed in its Annual Report on Form
10-KSB


Item 2.  Changes in Securities

     There were no changes in the  instruments  defining  the rights of security
holders during the period covered by this Quarterly Report on Form 10-QSB.


                                       7
<PAGE>


Item 3.  Defaults Upon Senior Securities

     There were no  defaults  upon  Registrant's  senior  securities  during the
period covered by this Quarterly Report on Form 10-QSB.


Item 4. Submission of Matters to a Vote of Security Holders

     No matters  were  submitted  to  Registrant's  security  holders for a vote
during the period covered by this Quarterly Report on Form 10-QSB.


Item 5. Other Information

     Registrant is not reporting any additional  matters under this Item on this
Quarterly Report on Form 10-QSB.


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          None

     (b)  During the period  covered by this  Quarterly  Report on Form  10-QSB,
          there were no reports on Form 8-K filed.


                                       8
<PAGE>



                                   SIGNATURES


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

                                            Q Comm International, Inc.
                                            [Registrant]

                                            August 13, 2001


                                         By: /s/ Paul Hickey
                                            ------------------------------------
                                            Paul Hickey, Chief Executive Officer



                                         By: /s/  Stephen Flaherty
                                            ------------------------------------
                                            Stephen Flaherty, President and
                                            Acting Chief Financial Officer




                                       9