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 MARCH 31, 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 May 11, 2001,  there were  10,258,702
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

                                 MARCH 31, 2001








<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY




                                    CONTENTS

                                                                          PAGE
                                                                         ------
--     Unaudited Condensed Consolidated Balance Sheets,
          March 31, 2001 and December 31, 2000                             F-1


--     Unaudited Condensed Consolidated Statements of
          Operations, for the three months ended March 31,
          2001 and 2000                                                    F-2


--     Unaudited Condensed Consolidated Statements of Cash
          Flows, for the three months ended March 31, 2001
          and 2000                                                        F-3-4


--     Notes to Unaudited Condensed Consolidated Financial
          Statements                                                      F-5-11



<PAGE>
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                        March 31,   December 31,
                                                          2001          2000
                                                      -----------   -----------

CURRENT ASSETS:
     Cash in bank                                     $   107,969   $    97,740
     Certificates of deposit                              103,506       103,506
     Accounts receivable                                    5,709       181,258
     Prepaid expenses                                     121,323          --
     Inventory                                             35,640          --
                                                      -----------   -----------
               Total Current Assets                       374,147       382,504
                                                      -----------   -----------

PROPERTY & EQUIPMENT, net                                 377,401       194,229
                                                      -----------   -----------
OTHER ASSETS:
     Goodwill, net                                        178,321       189,549
     Deferred stock offering costs                         87,518          --
     Deposits                                               2,738         2,738
                                                      -----------   -----------
               Total Other Assets                         268,577       192,287
                                                      -----------   -----------
                                                      $ 1,020,125   $   769,020
                                                      -----------   -----------

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Lines of credit                                  $    83,168   $    63,368
     Accounts payable                                     537,005       355,633
     Accrued expenses                                     189,891       136,729
     Related party obligations                            382,364       334,529
     Notes payable                                        200,000       100,000
     Investor advances                                    292,000       292,000
     Convertible debenture                                 50,000        50,000
     Contingent liability                                 159,235       159,235
                                                      -----------   -----------
               Total current liabilities                1,893,663     1,491,494
                                                      -----------   -----------
LONG TERM OBLIGATIONS:
     Notes payable                                           --         100,000
                                                      -----------   -----------
               Total liabilities                        1,893,663     1,591,494
                                                      -----------   -----------
STOCKHOLDERS' EQUITY (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,
       9,972,988 and 9,213,655 shares
       issued and outstanding, respectively                 9,973         9,214
     Capital in excess of par value                     3,093,103     2,853,633
     Retained Deficit                                  (3,976,614)   (3,685,321)
                                                      -----------   -----------
               Total Stockholders' Equity (Deficit)      (873,538)     (822,474)
                                                      -----------   -----------
                                                      $ 1,020,125   $   769,020
                                                      -----------   -----------

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

                                      F-1
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                     For the Three
                                                      Months Ended
                                                       March 31,
                                              --------------------------
                                                  2001           2000
                                              -----------    -----------
SALES, net of returns and allowances          $ 1,853,930    $   148,650

COST OF GOODS SOLD                              1,240,724         97,257
                                              -----------    -----------
GROSS PROFIT                                      613,206         51,393
                                              -----------    -----------
OPERATING EXPENSES:
     Commissions and fees                         516,636         19,253
     Selling expenses                              50,598         57,634
     General and administrative                   318,576        290,111
                                              -----------    -----------
               Total Operating Expenses           885,810        366,998
                                              -----------    -----------
LOSS FROM OPERATIONS                             (272,604)      (315,605)

OTHER INCOME (EXPENSE):
     Other income                                     661           --
     Other expense                                (21,574)       (11,561)
                                              -----------    -----------
               Total Other Income (Expense)       (20,913)       (11,561)
                                              -----------    -----------
LOSS BEFORE EXTRAORDINARY ITEM
     AND INCOME TAXES                            (293,517)      (327,166)

EXTRAORDINARY ITEM - Gain on
     extinguishment of debt                         2,224         14,309
                                              -----------    -----------

LOSS BEFORE INCOME TAXES                         (291,293)      (312,857)

CURRENT TAX EXPENSE                                  --             --

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

NET LOSS                                      $  (291,293)   $  (312,857)
                                              -----------    -----------
LOSS PER COMMON SHARE:
     Before extraordinary item                $      (.03)   $      (.05)
     Extraordinary item                              --             --
                                              -----------    -----------

LOSS PER COMMON SHARE                         $      (.03)   $      (.05)
                                              -----------    -----------



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 Three
                                                                         Months Ended
                                                                          March 31,
                                                                  ----------------------
                                                                     2001         2000
                                                                  ---------    ---------
<S>                                                              <C>          <C>
Cash Flows from Operating Activities:
     Net loss                                                     $(291,293)   $(312,857)
     Adjustments to reconcile net
       loss to net cash used by
       operating activities:
        Gain on extinguishment of debt                               (2,224)     (14,309)
        Depreciation and amortization expense                        31,096        6,973
        Stock issued for non-cash consideration                     200,229         --
        Change in assets and liabilities:
           Decrease in accounts receivable                          175,549       33,283
           Decrease in related party receivable                        --            615
           Increase in prepaid expenses                            (121,323)        --
           (Increase) decrease in other assets                      (87,518)       3,000
           (Increase) in inventory                                  (35,640)        --
           Increase (decrease) in accounts payable                  183,596      (41,396)
           Increase in accrued expenses                              53,162        2,963
           Increase in related party obligations                     47,835         --
                                                                  ---------    ---------
               Net Cash Provided (Used) by Operating Activities     153,469     (321,728)
                                                                  ---------    ---------
Cash Flows from Investing Activities:
     Purchase of property & equipment                              (203,040)     (25,827)
                                                                  ---------    ---------
               Net Cash Used by Investing Activities               (203,040)     (25,827)
                                                                  ---------    ---------
Cash Flows from Financing Activities:
     Issuance of common stock                                        40,000         --
     Proceeds from investor advances                                   --        442,000
     Net increase in lines of credit                                 19,800        5,073
     Payments on long-term obligation                                  --        (12,333)
                                                                  ---------    ---------
               Net Cash Provided by Financing Activities             59,800      434,740
                                                                  ---------    ---------
Net Increase in Cash                                                 10,229       87,185

Cash at Beginning of Period                                          97,740       42,488
                                                                  ---------    ---------
Cash at End of Period                                             $ 107,969    $ 129,673
                                                                  ---------    ---------

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the periods for:
       Interest                                                   $   5,565    $    --
       Income taxes                                               $    --      $    --

</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 three months ended March 31, 2001:


          The Company issued 626,000 shares of common stock for services  valued
          at $200,229, including deferred stock offering costs of $87,518.

     For the three months ended March 31, 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  683,523  shares of common stock in  conversion of
          $500,000 of debentures along with related accrued interest of $7,755.




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 March  31,  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 March 31, 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 14).

     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.

     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
     three  months  ended  March 31, 2000 have been  reclassified  to conform to
     headings  and  classifications   used  in  the  March  31,  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 three  months  ended  March 31,  2001 and 2000 was  $11,228  and
     $1,047, respectively.

NOTE 3 - CERTIFICATES OF DEPOSIT

     The Company has  certificates  of deposit  with a cost and market  value of
     $103,506  at March  31,  2001.  The  certificates  mature  May 2001  with a
     maturity value of $106,150.  The certificates of deposit are collateral for
     the Company's letter of credit and line of credit (See Note 5).

                                      F-6
<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:

                                    March 31,  December 31,
                                     2001          2000
                                   ---------    ---------

       Cost                        $ 443,463    $ 240,423

       Accumulated Deprecation       (66,062)     (46,194)
                                   ---------    ---------
       Property & Equipment, net   $ 377,401    $ 194,229
                                   ---------    ---------

     Depreciation expense for the three months ended March 31, 2001 and 2000 was
     $19,868 and $5,926, respectively.

NOTE 5 - LINES AND LETTERS OF CREDIT

     During May 2000, the Company obtained a $50,000 line of credit with a bank.
     At March 31, 2001,  $50,000 was  outstanding  on the line. The line accrues
     interest at prime plus 2% (9% at March 31,  2001),  and is due in May 2001.
     The line is secured by a $50,000 certificate of deposit.

     During May 2000,  the  Company  obtained a $50,000  letter of credit with a
     bank.  At March 31,  2001,  there was no  balance  outstanding.  The letter
     expires in May 2001 and is secured by a $50,000 certificate of deposit.

     At March 31, 2001, the Company has a $33,168 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.

NOTE 6 - RELATED PARTY OBLIGATIONS

     Accrued  Expenses - At March 31, 2001, the Company owed the Chief Executive
     Officer $234,381, principally consisting of unpaid equipment lease expenses
     (see Note 13), deferred salary, and accrued interest.

     Notes  Payable - At March 31,  2001,  the  Company  had two notes  totaling
     $147,983  payable to the Company's Chief Executive  Officer.  The notes are
     payable on demand and bear interest at 10%.

NOTE 7 - INVESTOR ADVANCES

     At March 31, 2001,  the Company owed investors  $292,000 for advances.  The
     advances bear interest at 10% and have no stated repayment date.


                                      F-7
<PAGE>



                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - NOTES PAYABLE

     At March 31, 2001,  the Company had 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 11).

     At March 31, 2001,  the Company had 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 March 31, 2001, the Company had a note payable for $50,000 in connection
     with an acquisition  (see Note 2). The note bears interest at 7% and is due
     April 15, 2001.

NOTE 9 - CONVERTIBLE DEBENTURES

     At March 31, 2001, the Company had $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.

NOTE 10 - 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 March 31, 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 this matter.

                                      F-8
<PAGE>



                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - CAPITAL STOCK AND STOCK OPTIONS

     A summary of common stock transactions for the three months ended March 31,
     2001 and 2000 is as follows:


                                                           No. of        Price
                                                           Shares     Per Share
                                                           ------     ---------
      Period Ended March 31, 2001
      ---------------------------

         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

      Period Ended March 31, 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

     The  Company  also has  400,000  shares of common  stock  held in escrow as
     collateral  for a note  payable  (see Note 8). The  Company  has not valued
     these  shares since they will only be issued in the event of default on the
     loan.

     Subsequent  to March 31, 2001,  the Company  sold 285,714  shares of common
     stock for $100,000 in cash, or $.35 per share.

     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.

     As of March 31,  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, 634,000 shares were exercisable at March
     31, 2001.

     As of March 31, 2001, the Company had  outstanding  2,084,716 stock options
     to non-employees under various agreements with exercise prices ranging from
     $.35 to $3.00 per  share,  expiring  between  March  2002 and  March  2006.
     1,380,000  of such  options  with an  exercise  price of $.35 were  granted
     during the period ended March 31, 2001 for legal services, including patent
     and  copyright  services  and  general  legal  services.  Of the  2,084,716
     options, 1,434,716 were exercisable at March 31, 2001.


                                      F-9
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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
     March 31, 2001 operating loss  carryforwards of  approximately  $3,950,000,
     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
     $1,350,000 as of March 31, 2001, with an offsetting  valuation allowance of
     the same amount. The change in the valuation allowance for the period ended
     March 31, 2001 is approximately $100,000.

NOTE 13 - OPERATING LEASES

     The Company  leases  equipment  and  furniture  from a company owned by the
     Company's  CEO under an  operating  lease which  expired on March 31, 2001.
     Monthly payments were  approximately  $2,700 under the agreement.  At March
     31,  2001,  there was a balance  of  approximately  $96,000  for past lease
     payments (see Note 6).

     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 $28,710 at March 31,
     2001.

                                      F-10
<PAGE>



                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - 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:

                                                            For the Three
                                                            Months Ended
                                                              March 31,
                                                     ---------------------------
                                                         2001           2000
                                                     -----------    -----------
    Loss from continuing operations
      available to common shareholders
          (numerator)                                $  (293,517)   $  (327,166)
                                                     -----------    -----------

    Gain on extinguishment of debt  (numerator)      $     2,224    $    14,309
                                                     -----------    -----------
    Weighted average number of common
      shares outstanding during the period
      used in per share calculations (denominator)     9,469,810      6,967,275
                                                     -----------    -----------

     At March 31,  2001 and 2000,  the  Company  had  outstanding  common  stock
     purchase options for 3,739,716 and 1,414,987 shares, respectively (see Note
     11),  which were not  included  in the loss per share  computation  because
     their effect would be anti-dilutive.

NOTE 15 - 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 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-11
<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  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 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,
to acquire small regional companies, and to continue to generate revenue through
multiple  revenue  streams.  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.   Overseas   deregulation  of  telecommunications
provides Q Comm with an unprecedented  opportunity to develop joint ventures for
the marketing of prepaid telecommunications 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.

RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 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

                                       3
<PAGE>

who have maintained their licensing agreements with the Company, and other sales
and miscellaneous  income.  During the period ended March 31, 2001, Q Comm's net
sales were $1,853,930 as compared to $148,650 during the quarter ended March 31,
2000,  representing an increase of $1,705,280 (1,147%).  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 the three months  ended March 31,  2001.  Q Comm's net sales of  $1,853,930
during the three months ended March 31, 2001 represent an increase of $1,048,670
(130%) as compared to the  three-month  period  ended  December  31,  2000.  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)).

COST OF GOODS SOLD

The  Company's  cost of goods sold  increased  $1,143,467,  from $97,257 for the
period ended March 31, 2000 to  $1,240,724  for the period ended March 31, 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.

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  March 31, 2001  increased  to
$885,810  from  $366,998  during  the same  period in 2000,  or an  increase  of
$518,812 (141.4%). Commissions and fees increased $497,383, from $19,253 for the
period  ended March 31, 2000 to $516,636  for the period  ended March 31,  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.  Beginning  with the period  ended March 31, 2001,  the Company
reflects  these costs as a component of operating  expenses.  Prior to March 31,
2001,  such expenses  were  included in the cost of goods sold.  For purposes of
comparability,  the Company has reclassified  comparable  amounts for the period
ended March 31, 2000.

For the three months ended March 31, 2001  compared  with the period ended March
31,  2000,  selling  expenses  decreased  $7,036  (12.2%),   while  general  and
administrative expenses increased $28,465 (9.8%) from the period ended March 31,
2000  to  the   comparable   period  in  2001.   The  increase  in  general  and


                                       4
<PAGE>

administrative  expenses was  principally  caused by an increase in depreciation
and amortization expenses of $24,123 from the period ended March 31, 2000 to the
comparable  period in 2001  ($6,973  versus  $31,096,  respectively)  reflecting
increased   investment  in  property  and  equipment  and  the   recognition  of
amortization  expense for a full three  month  period in 2001 (see Note 2 to the
Unaudited  Condensed Financial  Statements  included under Item 1 herein).  This
relatively  modest  increase when compared to the increase in revenues  reflects
the Company's efforts to control indirect costs as well as the advantages of its
current business model as noted above.

LOSS FROM OPERATIONS

The Company had a loss from  operations  of $272,604  for the three months ended
March 31, 2001 as compared  with a loss of $315,605  for the three  months ended
March 31, 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 to result in
continued  growth in revenues  in the  future,  with  resulting  improvement  in
results from operations.

TOTAL OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEM

The Company experienced a gain on extinguishment of debt of $2,224 for the three
months ended March 31, 2001 as compared to $14,309 for the comparable  period of
2000.  Total other income  (expense)  increased from March 31, 2000 to March 31,
2001  ($11,561  versus  $20,913,  respectively),  which was the result of higher
interest expenses associated with borrowings.

NET LOSS

For the three months ended March 31, 2001,  the Company had a loss before income
taxes of $291,293 as compared with $312,857 for the period ended March 31, 2000.
As previously noted, the Company changed the method of sales and distribution of
its product  during 2000 and expects a  significantly  larger  revenue  base and
profitability in the foreseeable future.

The Company has available at March 31, 2001,  operating  loss  carryforwards  of
approximately $3,950,000,  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 $1,350,000 as of
March 31, 2001, with an offsetting  valuation allowance at March 31, 2001 of the
same amount.

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 March 31, 2001, the Company had a working  capital  deficit  (current  assets
less current  liabilities) of approximately  $1,430,000 compared to a deficit of
approximately  $1,100,000  at  December  31,  2000.  The  increase is due to the
reclassification  of a long-term note payable to a current  liability  since the
maturity date of the note is within one year. This increase is also attributable
to the  Company's  funding of an increase in property and  equipment  (primarily
Qxpress (TM)  terminals) with  short-term  liabilities.  The Company may seek to
issue corporate debt or equity securities in order to satisfy its cash needs for


                                       5
<PAGE>

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.

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.

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.

                                       6
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

Exhibits

3.1      Plan of  Merger  by and  between Q Comm  International  Inc.  and Azore
         Acquisition Corporation is hereby incorporated by reference to Form 8-K
         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.

3.2      The  Articles  of  incorporation  of  Q  Comm  International  Inc.  are
         incorporated  by  reference to Form 8-K 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.

3.3      The Bylaws  of Q Comm International are  incorporated by  reference  to
         Form 8-K 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.

3.4      The  description  of  the  Company's   securities  and  the  rights  of
         shareholders is incorporated by reference to the Form S-8 filed on June
         12, 2000.



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



                                        7

<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]

                            May 15, 2001


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



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



                                        8