UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                 Amendment No. 1

                QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                         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.
[X] Yes   [  ] No

Number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of November 12, 2002, there were
18,223,654 shares of common stock outstanding.

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



<PAGE>


                                INTRODUCTORY NOTE

     This Amendment No. 1 to the  Registrant's  Quarterly  Report on Form 10-QSB
for the period ended  September 30, 2002, as filed by the Registrant on November
14, 2002, is being filed to: (i) move the financial  statements from the exhibit
portion of the filing into the report; (ii) delete any references to the Private
Securities  Litigation  Reform Act of 1995;  (iii)  include as Exhibits 99.1 and
99.2, the certifications  required pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002; and (iv) make other minor changes.


                                       2

<PAGE>
<TABLE>
<CAPTION>


                           Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
                                      FORM 10-QSB/A REPORT
                                       September 30, 2002
                                       TABLE OF CONTENTS


                                                                                          PAGE
<S>                                                                                      <C>
PART I - FINANCIAL INFORMATION

         Item 1.  Interim Unaudited Condensed Consolidated Financial Statements

                   Balance Sheet - September 30, 2002
                   and December 31, 2001                                                    4

                   Statements of Operations
                   For the Three and Nine-Month Periods
                   Ended September 30, 2002 and 2001                                        5

                   Statements of Cash Flows
                   For the Nine-Month Periods Ended
                   September 30, 2002 and 2001                                          6 - 7

                   Notes to Interim Unaudited Condensed
                   Consolidated Financial Statements                                        8

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  And Results of Operations                                                16

         Item 3. Disclosure Controls and Procedures                                        21

PART II - OTHER INFORMATION

         Item 1. Legal Proceedings                                                         22

         Item 2. Changes in Securities and Use of Proceeds                                 22

         Item 3. Defaults Upon Senior Securities                                           22

         Item 4. Submission of Matters to a Vote of Security Holders                       22

         Item 5. Other Information                                                         22

         Item 6. Exhibits and Reports on Form 8-K                                          22

SIGNATURES                                                                                 23

CERTIFICATIONS (Section 302 of the Sarbanes Oxley Act of 2002)                             24

</TABLE>


<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS


                                                     September 30,  December 31,
                       ASSETS                            2002          2001
                                                     -----------    -----------
CURRENT ASSETS:
     Cash in bank                                    $   115,588    $     2,422
     Certificates of deposit                                --          100,000
     Accounts receivable                                  11,418         29,313
     Inventory                                            76,011         22,509
     Prepaid expenses                                     90,000           --
     Deferred taxes                                      303,790        303,790
                                                     -----------    -----------
               Total Current Assets                      596,807        458,034
                                                     -----------    -----------

PROPERTY & EQUIPMENT, net                              1,009,534        647,683
                                                     -----------    -----------
OTHER ASSETS:
     Goodwill, net                                       144,580        144,580
     Capitalized software development costs            1,348,242        636,220
     Deferred stock offering costs                        25,000           --
     Deposits                                             13,533          3,558
                                                     -----------    -----------
               Total Other Assets                      1,531,355        784,358
                                                     -----------    -----------
                                                     $ 3,137,696    $ 1,890,075
                                                     ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Bank overdraft                                  $   364,989    $   188,920
     Accounts payable                                    966,097        758,426
     Accrued expenses                                    208,855        253,268
     Related party obligations                           420,897        413,300
     Notes payable                                        31,350        601,474
     Convertible notes payable - current portion          42,042        237,885
     Capital lease obligation - current portion            5,892          5,044
     Contingent liability                                159,235        159,235
                                                     -----------    -----------
               Total Current Liabilities               2,199,357      2,617,552
                                                     -----------    -----------
LONG TERM OBLIGATIONS:
     Convertible notes payable                           179,112        211,262
     Capital lease obligation                             15,661         20,645
     Deferred taxes                                      303,790        303,790
                                                     -----------    -----------
               Total Long-term Obligations               498,563        535,697
                                                                    -----------
               Total Liabilities                       2,697,920      3,153,249
                                                     -----------    -----------
STOCKHOLDERS' EQUITY (DEFICIT):
     Common stock, $.001 par value, 50,000,000
       shares authorized, 17,830,320 and 13,089,719
       shares issued and outstanding, respectively        17,830         13,090
     Capital in excess of par value                    6,958,709      4,094,273
     Retained deficit                                 (6,403,113)    (5,235,537)
                                                     -----------    -----------
                                                         573,426      1,128,174
     Less stock subscription receivable                 (133,650)      (135,000)
                                                     -----------    -----------
               Total Stockholders' Equity (Deficit)      439,776     (1,263,174)
                                                     -----------    -----------
                                                     $ 3,137,696    $ 1,890,075
                                                     ===========    ===========


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

                                               4

<PAGE>
<TABLE>
<CAPTION>

                              Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                 For the Three                   For the Nine
                                                 Months Ended                    Months Ended
                                                 September 30,                   September 30,
                                        ----------------------------    ----------------------------
                                            2002            2001            2002             2001
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
SALES, net of returns and allowances    $  5,640,639    $  5,531,640    $  9,070,257    $ 11,271,480

COST OF GOODS SOLD                         4,227,654       4,044,515      14,188,967       8,038,001
                                        ------------    ------------    ------------    ------------
GROSS PROFIT                               1,412,985       1,487,125       4,881,290       3,233,479
                                        ------------    ------------    ------------    ------------
OPERATING EXPENSES:
     Commissions and fees                  1,282,201       1,278,515       4,442,659       2,781,793
     Research and development                   --            79,330            --           136,830
     Selling expenses                         92,616          77,372         221,767         195,343
     General and administrative              322,330         223,458         806,347         759,271
     Equity-based compensation               450,000            --           450,000            --
     Depreciation and amortization            30,742          43,599          90,024         112,880
                                        ------------    ------------    ------------    ------------
         Total Operating Expenses          2,177,889       1,702,274       6,010,797       3,986,117
                                        ------------    ------------    ------------    ------------
LOSS FROM OPERATIONS                        (764,904)       (215,149)     (1,129,507)       (752,638)

OTHER INCOME (EXPENSE):
     Other income                                 52             908           3,950           4,908
     Interest and other expense              (18,468)        (40,557)        (42,019)        (81,313)
                                        ------------    ------------    ------------    ------------
         Total Other Income (Expense)        (18,416)        (39,649)        (38,069)        (76,405)
                                        ------------    ------------    ------------    ------------
LOSS BEFORE INCOME TAXES                    (783,320)       (254,798)     (1,167,576)       (829,043)

CURRENT TAX EXPENSE                             --              --              --              --

DEFERRED TAX EXPENSE                            --              --              --              --
                                        ------------    ------------    ------------    ------------
NET LOSS                                $   (783,320)   $   (254,798)   $ (1,167,576)   $   (829,043)
                                        ============    ============    ============    ============

BASIC LOSS PER COMMON SHARE             $       (.05)   $       (.02)   $       (.08)   $       (.08)
                                        ============    ============    ============    ============




                    The accompanying notes are an integral part of these unaudited
                            condensed consolidated financial statements.
</TABLE>

                                                  5
<PAGE>
<TABLE>
<CAPTION>


                             Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                              For the Nine
                                                                               Months Ended
                                                                              September 30,
                                                                       --------------------------
                                                                          2002           2001
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
Cash Flows from Operating Activities:
     Net loss                                                          $(1,167,576)   $  (829,043)
     Adjustments to reconcile net
       loss to net cash used by
       operating activities:
        Loss on disposal of property and equipment                          21,878           --
        Depreciation and amortization expense                               90,024        112,880
        Stock and options/warrants issued for non-cash consideration       450,000        115,211
        Change in assets and liabilities:
           Decrease in accounts receivable                                  17,895        120,044
           Increase in prepaid expenses                                       --          (41,500)
           Increase in inventory                                           (53,502)       (23,663)
           Increase other assets                                            (9,975)          (820)
           Increase in accounts payable                                    207,671        460,297
           Increase (decrease) in accrued expenses                         (44,413)        35,272
           Increase in related party obligations                             7,597         85,073
                                                                       -----------    -----------
               Net Cash Used by Operating Activities                      (480,401)        31,527
                                                                       -----------    -----------
Cash Flows from Investing Activities:
     Purchase of property & equipment                                     (473,753)      (437,911)
     Capitalized software development costs                               (712,022)      (452,032)
     Decrease in certificates of deposit                                   100,000           --
                                                                       -----------    -----------
               Net Cash Used by Investing Activities                    (1,185,775)      (889,943)
                                                                       -----------    -----------
Cash Flows from Financing Activities:
     Issuance of common stock                                            2,410,125        701,000
     Payment of stock offering costs                                      (104,599)          --
     Net increase in lines of credit                                          --          (32,146)
     Proceeds from convertible notes                                          --          200,000
     Payments on notes payable                                            (570,124)       (72,161)
     Payments on convertible notes payable                                (227,993)          --
     Payments on capital lease obligation                                   (4,136)          --
     Increase in bank overdraft                                            176,069           --
                                                                       -----------    -----------
               Net Cash Provided by Financing Activities                 1,779,342        796,693
                                                                       -----------    -----------
Net Increase in Cash                                                       113,166        (61,723)

Cash, Beginning of Period                                                    2,422         97,740
                                                                       -----------    -----------
Cash, End of Period                                                    $   115,588    $    36,017
                                                                       -----------    -----------

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
       Interest expense                                                $     8,938    $     7,128
       Capitalized interest                                            $    41,543    $     3,766
       Income taxes                                                    $       100    $       100


</TABLE>

                                                6

<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)

Supplemental Schedule of Non-cash Investing and Financing Activities:

          In 2002,  the  Company  issued  1,500,000  shares of common  stock for
          investor relations services valued at $450,000.

          In 2002,  the Company  issued  74,217 shares of common stock for stock
          offering costs valued at $74,217.

          In 2002,  the Company  issued 46,632 shares of common stock for future
          legal services valued at $90,000.

          In 2002,  the Company issued 75,242 shares of common stock in cashless
          exercises of common stock options.

          In 2002, the Company canceled 400,000 shares of common stock which had
          been issued as collateral for a loan.

          In 2001,  the  Company  issued  755,934  shares  of  common  stock for
          services  rendered valued at $244,079,  including stock offering costs
          of $128,868 and a reduction in accounts payable of $72,719.

          In 2001,  the  Company  issued  385,715  shares of common  stock for a
          subscription receivable.

          In 2001,  the  Company  obtained  computer  equipment  with a Value of
          $26,422 by entering into a capital lease.










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


                                       7
<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.  Substantially  all operations are
     conducted through the Company's wholly owned  subsidiary,  Q Comm, Inc. The
     Company  is  headquartered  in Orem,  Utah but  provides  telecommunication
     products  and  services  to end users  throughout  the  United  States  and
     internationally.  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  September  30,  2002 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 in the United States of America 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, 2001 audited  financial  statements.  The results of operations for the
     periods ended September 30, 2002 and 2001 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.

     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 11).


                                       8
<PAGE>

                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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. These sales transactions
     are  accounted  for at "gross"  since the  Company  meets the  requirements
     specified by Securities and Exchange  Commission Staff Accounting  Bulletin
     No.  101 -  Revenue  Recognition  in  Financial  Statements  (SAB  101) and
     Emerging  Issues Task Force No. 99-19 (EITF  99-19).  In the event of sales
     where the Company  does not have  ownership of the product sold and another
     entity has such risk and reward of product  ownership  and/or where certain
     other  requirements  of SAB 101 or EITF  99-19  are not  met,  the  Company
     records revenues on a "net" basis.

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

     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.

     Intangible  Assets - During the nine months ended  September 30, 2002,  the
     Company  adopted  Statement  of  Financial  Accounting  Standards  No. 142,
     "Goodwill  and  Other  Intangible  Assets"  (SFAS  142).  The  Company  has
     classified  its  goodwill  as  an  indefinite-life   intangible  asset  and
     accordingly has stopped recording amortization.

     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 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.  In accordance with SFAS 142, the Company has
     recorded its software development costs as a definite-life intangible asset
     and  will  amortize  these  costs  over  five  years  once the  project  is
     completed.

     The Company regularly  reviews the carrying value of intangible  assets. At
     the  time  a  determination  is  made  that  capitalized  amounts  are  not
     recoverable  based on the  estimated  cash flows to be  generated  from the
     asset, any remaining  capitalized  amounts are written off (see Notes 3 and
     4).

     Inventory - Inventory consists of prepaid  telecommunication  products sold
     by the Company and is carried at the lower of cost or market.

     Advertising Costs - Advertising costs are expensed as incurred.  Such costs
     amounted to $11,632 and $10,798 during the nine months ended  September 30,
     2002 and 2001, respectively.


                                       9
<PAGE>

                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Consolidation  - All  intercompany  balances and  transactions  between the
     parent and subsidiary have been eliminated in consolidation.

     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  September  30,  2001 have been  reclassified  to conform to
     headings  and  classifications  used in the  September  30, 2002  financial
     statements.

NOTE 2 - PROPERTY & EQUIPMENT

     The following is a summary of property and equipment:

                                             September 30,    December 31,
                                                 2002             2001
                                             -----------      -----------
      Point of sale equipment                $ 1,073,242      $   702,609
      Office and computer equipment              132,094           88,242
                                             -----------      -----------
      Total cost                               1,205,336          790,851
      Accumulated depreciation                  (195,802)        (143,168)
                                             -----------      -----------
      Property & equipment, net              $ 1,009,534      $   647,683
                                             -----------      -----------

     Depreciation  expense for the nine months ended September 30, 2002 and 2001
     was $90,024 and $79,196, respectively.

     Included in the cost of property and  equipment at September  30, 2002 is a
     $525,000 deposit for various components of equipment to be manufactured for
     the Company.

NOTE 3 - GOODWILL

     At September 30, 2002, the Company has $144,580 in goodwill  remaining from
     the  acquisition  of  Azore  Acquisition   Corporation   classified  as  an
     indefinite-life  intangible  asset.  In  accordance  with SFAS No. 142, the
     Company  completed its initial test of goodwill for  impairment  during the
     period ended  September 30, 2002.  The Company used the quoted market price
     of its common  stock to test the  remaining  goodwill  for  impairment  and
     determined that the Company's goodwill was not impaired. Accordingly, there
     was no  amortization  expense  recorded for the nine months ended September
     30, 2002.

     Previous to the adoption of SFAS No. 142 on January 1, 2002,  the Company's
     goodwill was being  amortized on a  straight-line  basis over the estimated
     useful life of five years, in accordance with Accounting  Principles  Board
     Opinion No. 17, "Intangible Assets". During the nine months ended September
     30, 2001, the Company recorded amortization expense of $22,456.


                                       10
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - GOODWILL (Continued)

     If SFAS No. 142 had been  applied in all periods  presented,  it would have
     the following effects:
<TABLE>
<CAPTION>

                                                    For the Three                   For the Nine
                                                    Months Ended                    Months Ended
                                                    September 30,                   September 30,
                                             --------------------------    --------------------------
                                                 2002          2001            2002          2001
                                             -----------    -----------    -----------    -----------
      <S>                                    <C>            <C>            <C>            <C>
      Net loss as reported                   $  (783,320)   $  (254,798)   $(1,167,576)   $  (829,043)
      Add amortization of assets no longer
        being amortized                             --           11,228           --           33,684
                                             -----------    -----------    -----------    -----------
      Adjusted net loss                      $  (783,320)   $  (243,570)   $(1,167,576)   $  (795,359)
                                             -----------    -----------    -----------    -----------
</TABLE>

NOTE 4 - CAPITALIZED SOFTWARE DEVELOPMENT COSTS

     During the nine months ended September 30, 2002, the Company  completed its
     initial test of capitalized  software  development costs in accordance with
     SFAS No. 142. The Company used the  estimated  future cash flows related to
     its capitalized  software  development costs and determined that such costs
     were not impaired.  The Company has  classified  its  capitalized  software
     development  costs as a  definite-life  intangible  asset.  The capitalized
     costs at  September  30,  2002 are  related  to  projects  in  process  and
     accordingly, no amortization expense has been recorded.

     Information  related  to  capitalized  software  development  costs  is  as
     follows:


                    Balance, beginning of period            $       636,220
                    Capitalized during the period                   712,022
                                                            ----------------
                    Balance, end of period                  $     1,348,242
                                                            ----------------

     Of the balance at September 30, 2002,  approximately $380,000 was paid to a
     third-party  software  development company and other outside entities.  The
     remaining costs represent  capitalized  internal costs, which are primarily
     employee  salaries  and  benefits,  and  related  capitalized  interest  of
     approximately $90,000.

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 the cost of  products  sold and  commissions
     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 product costs and commissions  creates an ongoing balance of
     available funds in the Company's bank accounts.  At September 30, 2002, the
     Company has utilized a portion of this  available  balance in the amount of
     $364,989, which created an overdraft for accounting purposes.


                                       11
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - RELATED PARTY OBLIGATIONS

     Accrued  Expenses - At  September  30,  2002,  the  Company  owes the Chief
     Executive  Officer  $226,117,  principally  consisting of unpaid  equipment
     lease expenses and deferred salary.

     Notes Payable - At September 30, 2002,  the Company has notes together with
     accrued interest totaling $194,780 payable to the Company's Chief Executive
     Officer. The notes are payable on demand and bear interest at 10%.

NOTE 7 - LONG-TERM DEBT

     Notes Payable - During  November 2001, the Company issued a note payable in
     the amount of $200,000,  with  interest at prime plus 3%, due June 1, 2002.
     During  the nine  months  ended  September  30,  2002,  the note was repaid
     according to its terms.

     During December 2000, the Company issued a note payable for $100,000,  with
     interest  payable  monthly at 15% per annum,  due  January  31,  2002.  The
     Company  pledged  400,000 common shares as collateral for the loan.  During
     the nine months ended September 30, 2002, the note was repaid  according to
     its terms and the shares collateralizing the loan were canceled.

     During  November 2000, the Company issued a note payable for $50,000,  with
     interest at 12% per annum.  The note has a remaining  balance at  September
     30, 2002 of $31,350 and is due November 27, 2002.

     During March 2000,  the Company  issued a note  payable for  $50,000,  with
     interest  at 18% and with  monthly  payments  of $4,950  through  May 2002.
     During  the nine  months  ended  September  30,  2002,  the note was repaid
     according to its terms.

     During January 2000, the Company borrowed $292,000 from certain  investors.
     During 2001,  the Company  repaid a total of $120,000 of the borrowings and
     structured the remaining  amount plus accrued interest of $59,446 as a note
     payable in the  amount of  $231,446  with  interest  at 18% per annum,  due
     January 31, 2002. During the nine months ended September 30, 2002, the note
     was repaid according to its terms.

     Convertible  Notes Payable - During November and December 2001, the Company
     borrowed a total of $250,000 in the form of a convertible note payable. The
     outstanding balance of the note may be converted into common stock at $1.25
     per  share  after  one year at the  option of the  holder.  The note  bears
     interest at 14% and requires  monthly  payments of $5,865 through  November
     2006. The note is secured by the Company's  tangible and intangible assets,
     and  the  proceeds  therefrom.  The  outstanding  balance  of the  note  at
     September 30, 2002 is $221,154.

     During  August 2001,  the Company  issued  $200,000 in a  convertible  note
     payable at 6% interest,  due May 31, 2002.  The note was  convertible  into
     common  stock at $.30 per share at the  option of the  Company.  During the
     nine months ended September 30, 2002, the note was repaid  according to its
     terms.


                                       12
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - LITIGATION AND CONTINGENCIES

     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.
     During 2000, the bank filed suit claiming  damages of $175,477.  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 bank's claim.

     At September  30, 2002,  the Company's CEO was party to a suit in which the
     plaintiff claims the CEO agreed to sell to the plaintiff  300,000 shares of
     the  Company's  common  stock at $.03 per share.  The Company has agreed to
     indemnify  the CEO by replacing  his shares  through the issuance of shares
     from treasury if the plaintiff is successful in his claim.

     During  January 2002, the Company filed an action against an individual for
     non-payment of funds owed for the purchase of common stock in the amount of
     $135,000.  The  outstanding  balance owed is reflected in the  accompanying
     financial statements as an offset to stockholders' equity.

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

NOTE 9 - CAPITAL STOCK

     A summary of common stock  transactions for the nine-months ended September
     30, 2002 and 2001 is as follows:

     During  September  2002,  the Company sold  1,465,335  shares of restricted
     common stock at $.30 per share through  private  placements for $438,135 in
     cash.  Stock  offering  costs of  approximately  $27,000  were  recorded in
     connection with the sale.

     During  September 2002, the Company issued  1,500,000  shares of restricted
     common  stock  for  investor  relations  services  valued at $.30 per share
     ($450,000).

     During the nine months ended September 30, 2002, the Company sold 1,954,175
     shares  of  restricted  common  stock at $1.00 per  share  through  private
     placements for  $1,954,175  cash.  Stock  offering  costs of  approximately
     $125,000 were recorded in connection with the sale, including 74,217 shares
     of restricted common stock valued at $1.00 per share.

     During  September  2002,  the Company  issued 31,874 shares of common stock
     upon the  cancellation  of 64,445 stock options  ranging from $.40 to $1.00
     per share.

     During February 2002, the Company issued 25,000 shares of restricted common
     stock upon the exercise of stock options at $.60 per share ($15,000).

     During February 2002, the Company issued 43,368 shares of common stock upon
     the cancellation of 90,000 stock options at $1.00 per share.



                                       13
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - CAPITAL STOCK (Continued)

     During  February 2002, the Company issued 46,632 shares of common stock for
     future legal services at $1.93 per share ($90,000).

     During  January 2002, the Company  canceled  400,000 shares of common stock
     which had been issued as collateral for a loan.

     During September 2001, the Company sold 100,000 shares of restricted common
     stock for $.70 per share ($70,000).

     During the nine months ended September 30, 2001, the Company sold 1,253,333
     shares of  restricted  common stock with a warrant to purchase one share of
     restricted  common stock for $1.00 per share.  Each unit (consisting of one
     share of common  stock and a warrant to  purchase  one share) was valued at
     $.30 per unit ($376,000).

     During the nine  months  ended  September  30,  2001,  the  Company  issued
     1,000,000 shares of common stock at $.35 per share for cash of $215,000 and
     a subscription receivable of $135,000.

     During the nine months ended September 30, 2001, the Company issued 755,934
     shares of common  stock  (655,934  of which  were  restricted)  for  legal,
     consulting  services and finders fees at $.25 to $.50 per share  ($242,959,
     including $128,868 in stock offering costs).

     During February 2001, the Company sold 133,333 shares of restricted  common
     stock at $.30 per share ($40,000).

NOTE 10 - STOCK OPTIONS

     At September 30, 2002,  the Company had  outstanding  3,750,000  options to
     employees under various  agreements with exercise prices ranging from $1.00
     to $1.56 per share,  expiring  between May 2005 and December  2006.  Of the
     options  outstanding  at  September  30,  2002,  2,442,506  are  vested and
     1,030,000  are  exercisable.  During the nine months  ending  September 30,
     2002, no options were granted or exercised and 40,000 options expired.

     At September 30, 2002, the Company had outstanding  1,763,667 stock options
     to non-employees under various agreements with exercise prices ranging from
     $.40 to $1.50 per share,  expiring  between  June 2003 and  November  2008.
     During the nine months  ended  September  30,  2002,  179,445  options were
     exercised by  non-employees  at prices ranging from $.40 to $1.00 per share
     and 345,271 options expired or were canceled.



                                       14
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - 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
     three months presented:

<TABLE>
<CAPTION>

                                                           For the Three                   For the Nine
                                                           Months Ended                    Months Ended
                                                           September 30,                   September 30,
                                                    ----------------------------    ----------------------------
                                                        2002            2001            2002            2001
                                                    ------------    ------------    ------------    ------------
      <S>                                           <C>             <C>             <C>             <C>
      Loss from continuing operations
        available to common shareholders
        (numerator)                                 $   (783,320)   $   (254,798)   $ (1,167,576)   $   (829,043)
                                                    ------------    ------------    ------------    ------------

      Weighted average number of common
        shares outstanding during the period used
       in per share calculations (denominator)        15,142,592      11,028,570      14,456,090      10,234,722
                                                    ------------    ------------    ------------    ------------
</TABLE>



     Because the Company incurred losses for the nine months ended September 30,
     2002 and  2001,  the  effect  of  options/warrants  and  convertible  notes
     totaling 5,760,707 and 3,715,431 equivalent shares, respectively,  has been
     excluded  from  the loss  per  share  computation  as its  impact  would be
     antidilutive.

NOTE 12 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally  accepted  accounting  principles  in the  United  States,  which
     contemplate  continuation of the Company as a going concern.  However,  the
     Company  has  incurred  significant  losses in recent  years,  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 raise  additional  funds  through debt and/or
     equity offerings and  substantially  increase 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.

NOTE 13 - SUBSEQUENT EVENTS

     Subsequent  to  September  30, 2002,  the Company  sold  393,334  shares of
     restricted  common stock at $.30 per share through  private  placements for
     $118,000  in cash.  Stock  offering  costs of $11,800  were  recognized  in
     connection with the sale.



                                       15
<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.


OVERVIEW

Q Comm International, Inc. ("Q Comm" or the "Company"), a Utah corporation, is a
national business services provider specializing in the sale and distribution of
various prepaid products  throughout the United States including prepaid calling
cards, prepaid wireless service,  prepaid home dialtone phone services,  prepaid
internet,  and prepaid MasterCard (TM). The Company provides electronic delivery
of  products  through  Qxpress  (TM),  a total  management  system  that  allows
retailers to (i) instantly  provide any prepaid 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.

Q Comm primarily distributes its products through the Qxpress (TM) point-of-sale
activation system,  which delivers  electronic personal  identification  numbers
(PINs) for its products to consumers.  The Qxpress (TM)  terminal  connects to a
standard phone line and downloads a personal  identification  number (PIN) which
is then  printed  on a blank  card  with an 800  number  and  simple  activation
instructions.  The Qxpress (TM) system also  generates  service fees when weekly
sales quotas of products and services  have not reached  minimum  amounts set by
the  Company.  Revenues  are also  generated  from the sale of  printed  prepaid
wireless  and long  distance  cards and from the sale or rental of Qxpress  (TM)
terminals.  The Company believes that its principal  business in the future will
be in the prepaid  wireless  market,  and providing  point-of-sale  solutions to
retailers.

The Company utilizes a  business-to-business  model, wherein large,  independent
telecommunications  brokers, wholesale food distributors,  and wireless carriers
market Q  Comm's  products  to a  variety  of  retailers  with  whom  they  have
pre-existing  relationships.  Q Comm uses its own sales force to recruit,  train
and  support  the  independent   telecommunications   brokers,   wholesale  food
distributors, and wireless carriers that market the Company's products.

The  Company's  objective is to be one of the leading  electronic  point-of-sale
solution providers in the United States and internationally. To achieve this, it
will be  necessary  for Q Comm  to  expand  the  size  of its  revenues  through
expansion  of the  number of retail  locations  where its  products  are sold by
entering into new  broker/carrier  agreements,  increasing  sales volume through
existing  locations,  and to continue to generate new sources of revenue through
development of new products and services.

Q Comm has been developing its  proprietary  point-of-sale  system,  marketed as
Qxpress 200 (TM),  during much of 2001 and continuing into 2002. The Company has
also been  developing  proprietary  Data  Center  software  concurrent  with the
development  of the new  terminal.  A third party has done much of the  terminal
development  whereas  all of the Data  Center  software  has been  developed  by
software engineers employed by the Company.  The Data Center software is the key
to the overall function of the new terminal, as all transactions are reported by
the new terminal to the Data Center where critical  functions  occur such as ACH
transaction  processing  (the means by which  funds are  cleared  from  retailer


                                       16
<PAGE>

accounts),  preparation of sales reports for brokers, retailers and suppliers of
PINs, and PIN inventory management.

In addition to a  significantly  improved  aesthetic  design,  the new  terminal
offers many enhanced features including a magnetic card reader,  streaming media
display for retailer advertisements,  custom real-time reporting, and capability
for multiple products, denominations,  languages and currencies. The Data Center
software  developed  by  the  Company  also  has  many  new  features,  such  as
just-in-time PIN delivery,  real-time transaction  processing,  PIN and PIN-less
platform  support,  detailed  broker/retailer  sales reports,  text and graphics
design for custom  card  backs,  and ACH  transaction  processing.  The  Company
intends to pursue patents for several  innovative  features of the new terminal.
The Company has filed  initial  provisional  patent  applications  with the U.S.
Patent and Trademark  Office and received  notices of Filing  Receipts from such
office.

OVERVIEW OF THIRD QUARTER DEVELOPMENTS

During  October  2001,  the Company  announced  it had entered  into a financing
agreement  with  American  Payment  Systems,  Inc.  (APS) to acquire  49% of the
Company. During December 2001, the Company and APS terminated that agreement due
to the inability of the parties to agree on revised  financing terms. One of the
factors that led to the original  discussions between Q Comm and APS is that APS
owns a majority  interest  in Cell Cards of  Illinois  (CCI),  Q Comm's  largest
broker at that time. Due to the termination of the financing agreement with APS,
during  2002  CCI and Q Comm  began  discussions  on how to  unwind  the  broker
agreement between the two parties.  The termination of the agreement between CCI
and the Company  was  executed  faster than  anticipated  and was  completed  by
September 30, 2002.

Q Comm had  anticipated  that the timing of the termination of the CCI agreement
and the rollout of the new Qxpress  200(TM)  terminal  would  overlap  such that
revenues lost from the CCI contract  would be offset to a significant  degree by
revenues  from the new  terminal.  However,  the rollout of the new terminal was
delayed by software  development  issues. The development and performance issues
have since been  addressed  and the  Company  has begun full  deployment  of the
Qxpress 200(TM) in October 2002. The combined effect of the  disengagement  with
CCI  and  the   delay  in  the  new   terminal   release   had  the   result  of
less-than-expected   revenues  in  September  2002.  This  softness  in  revenue
continued  through October 2002 before  rebounding in early November as a result
of the newly installed Qxpress 200(TM) units meeting revenue expectations.

As a result of these  factors,  Q Comm is  reporting  for the three months ended
September 30, 2002,  gross revenues of  approximately  $5.64 million compared to
revenues  of $7.15  million  for the three  months  ended June 30,  2002.  While
revenues  for the third  quarter  were down,  revenues for the nine months ended
September 30, 2002 of $19.07  million were  approximately  $7.8 million  greater
than the revenues of $11.27  million during the same period in 2001. See further
discussion under "REVENUES" below.

The  Company  has  been  able to  deploy  over  200 new  terminals  to date  and
anticipates  having over 500 new  terminals  in place by the end of the year.  Q
Comm has experienced very positive response from the prepaid services market for
its Qxpress 200(TM),  not only here in the U.S. but internationally as well. The
Company is currently pursuing  opportunities in Canada, Mexico, Peru, Venezuela,
the Philippines, and Ireland.

Concurrent  with the release of its new  proprietary  Qxpress 200 (TM) terminal,
the Company also is marketing a variation of its current  business model wherein
telecommunication  brokers  purchase the terminal from Q Comm and install a Data
Center under a software  license from the Company.  Under this model, the broker
assumes  more  responsibility  for  certain  functions  such as PIN  management,


                                       17
<PAGE>

product  ownership,  report  generation,  and funds  transfer  while the Company
generates  revenues  from  the  sale of the  terminal  and  ongoing  transaction
processing and management  services.  Under its current business model, which is
still  available  for  current as well as new  customers,  the  Company  retains
ownership of the  terminal  and  maintains  control of the  functions  described
above. The Company has identified additional marketing  opportunities for larger
telecommunication  brokers who desire the autonomy  and control  offered by this
new business model.

The key to the  Company's  future  success  lies in its  ability to  continue to
provide premier systems  solutions  stimulated by the Company's  distribution of
its new  point-of-sale  activation  system  (Qxpress  200 (TM)).  The Company is
continuing to execute its strategy of broker/wholesaler  network expansion,  and
obtain the funding needed to carry out these objectives.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2002 COMPARED TO
THE NINE  MONTHS  ENDED  SEPTEMBER  30,  2001  AND FOR THE  THREE  MONTHS  ENDED
SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001.

REVENUES

Q  Comm   generates  and  recognizes   revenues  under  the  category   entitled
"telecommunications"  which includes prepaid wireless services,  prepaid calling
cards, prepaid home dialtone services, and other sales and miscellaneous income.
During  the nine  months  ended  September  30,  2002,  Q Comm's  net sales were
$19,070,257  as compared to $11,271,480  during the nine months ended  September
30, 2001, representing an increase of $7,798,777. The increase during the period
is  primarily  attributable  to the  acceptance  by the  prepaid  market for the
Company's means of product distribution utilizing point-of-sale technology,  the
increasing  visibility  of the  Company in the prepaid  market,  and the overall
growth of the prepaid wireless market. The Company expects each of these factors
to contribute to further sales growth in the foreseeable future.

During the three months ended  September 30, 2002, Q Comm's net sales  increased
$108,999 to $5,640,639,  from  $5,531,640 in the comparable  period in 2001. See
discussion  of revenues  for the three  months  ended  September  30, 2002 under
"OVERVIEW OF THIRD QUARTER DEVELOPMENTS" above.

COST OF GOODS SOLD

For the nine months ended  September 30, 2002,  the Company's cost of goods sold
increased to $14,188,967 from $8,038,001 for the nine months ended September 30,
2001, for an increase of $6,150,966. The majority of the increase in the cost of
goods sold during this period is associated with the increase in revenues. Also,
some of Q Comm's newer  products carry lower  discounts from the carrier.  These
lower  discounts are passed on to the brokers and merchants in the form of lower
commissions.

During the three months ended  September 30, 2002,  cost of goods sold increased
to $4,227,654 from $4,044,515 for the three months ended September 30, 2001, for
an  increase  of  $183,139.  This  increase  is also  attributable  to the above
factors.

OPERATING EXPENSES

Operating  expenses for the nine months ended  September  30, 2002  increased to
$6,010,797  from  $3,986,117  during the same period in 2001,  or an increase of
$2,024,680  (50.8%).  For the three  months  ended  September  30,  2002,  total


                                       18
<PAGE>

operating expenses were $2,177,889 compared to $1,702,274 for the same period in
2001. Factors contributing to the changes are discussed below.

Commissions and fees increased $1,660,866 (59.7%),  from $2,781,793 for the nine
months  ended  September  30,  2001 to  $4,442,659  for the  nine  months  ended
September 30, 2002. For the three months ended  September 30, 2002,  commissions
and fees  were  $1,278,515  compared  to  $1,282,201  the  three  months  ending
September 30, 2001. These expenses are principally commissions paid to merchants
and brokers for product  sales  through the Qxpress ? terminals  and are a fixed
percentage of the product sales price.

Research and  development  expenses  were $136,830 and $79,330 for the nine- and
three-month  periods ended  September 30, 2001,  respectively.  During 2001, the
Company  incurred  expenses  related  to the  development  of new  products  and
services.  No expenses of this nature were incurred in the comparable periods in
2002.

Selling expenses  increased  $26,424 (13.5%) for the nine months ended September
30, 2002 compared with the nine months ended September 30, 2001. The increase is
due to  increased  costs  in  travel  expenses,  reflecting  the  sales  efforts
associated with building an expanded network for the selling and distribution of
the  Company's  products,  and to the cost of trade  shows and  conferences  the
Company  attended  to  increase  the  visibility  of its new  terminal.  Selling
expenses for the three months ended September 30, 2002 increased $15,244 (19.7%)
when compared to the same period in 2001 due to those same factors.

General and  administrative  expenses increased $47,076 (6.2%) from $759,271 for
the nine months ended  September  30, 2001 to $806,347 for the  comparable  nine
month period in 2002, and increased $98,872 (44.2%) from the three-month  period
ended  September  30, 2001 to the  comparable  period in 2002.  The  increase in
general and administrative  expenses is principally the result of one-time legal
expenses and to an increase in general and  administrative  salaries in the 2002
periods as compared to the same periods in 2001.

In  September  2002,  the Company  entered  into an  agreement  with an investor
relations  firm for the  purpose of  increasing  the  Company's  exposure to the
general investment community.  As part of the agreement,  Q Comm agreed to issue
1,500,000  shares of  restricted  common stock to the investor  relations  firm.
Since the transfer of shares are not  contingent on future  events,  the Company
recognized  an  expense  of  $450,000  for the value of the  shares (at $.30 per
share) at the time of issuance  even  though  services  will be provided  over a
one-year  time period.  The expense is reflected in the  accompanying  financial
statements  for the three- and  nine-month  periods ended  September 30, 2002 as
"equity-based compensation".

Depreciation  and  amortization  expenses were $90,024 for the nine months ended
September  30, 2002  compared to $112,880  during the same period in 2001,  or a
decrease of $22,856  (20.2%).  Such  expenses  were $30,742 for the three months
ended September 30, 2002 compared to $43,599 for the comparable  period in 2001,
for a decrease  of $12,857  (29.5%).  The  decrease  results  from a decrease in
amortization  expense  resulting  from the  Company's  adoption of  Statement of
Financial  Accounting  Standards No. 142, "Goodwill and Other Intangible Assets"
during the nine months ended September 30, 2002. Reference is made to Notes 1, 3
and 4 of the financial statements included under Item 1 above. This decrease was
partially  offset by an  increase  in  depreciation  expense  resulting  from an
increased investment in property and equipment (principally Data Center hardware
and Qxpress (TM) terminals).

                                       19
<PAGE>

LOSS FROM OPERATIONS

The Company had a loss from  operations of $1,129,507  for the nine months ended
September 30, 2002 as compared with a loss of $752,638 for the nine months ended
September 30, 2001. This increase in loss is  attributable to factors  discussed
above, specifically 1) the $450,000 in equity-based compensation recorded in the
third quarter of 2002; 2) the increased  selling costs from increased travel and
trade show involvement; and 3) The one-time legal expenses and other general and
administrative  cost factors in the third quarter of 2002.  The Company  expects
its investment in an expanded  distribution  network to result in  significantly
higher  revenues in the future while the Company's  ongoing  operating  expenses
(other  than  commissions  and fees) to increase  by a smaller  percentage.  The
Company believes these factors will contribute to continuing  improvement in the
results from operations in the foreseeable future.

The loss from  operations  for the three  months  ended  September  30, 2002 was
$764,904  compared to $215,149 for the three months  ended  September  30, 2001,
with the  increase due to the same factors  discussed  above for the  nine-month
period.

TOTAL OTHER INCOME (EXPENSE)

Total other  income  (expense)  for the nine  months  ended  September  30, 2002
decreased  when  compared  to  September  30,  2001  ($38,069   versus  $76,405,
respectively),  and decreased  $21,533 for the three months ended  September 30,
2002 when compared to the same period in 2001 ($18,416 versus $39,949), which is
primarily the result of increased interest  capitalized as software  development
costs during 2002 related to Qxpress 200 (TM) development compared to the amount
capitalized  during 2001 and due to lower  borrowings  during  2002  compared to
2001.

NET LOSS

For the nine months  ended  September  30,  2002,  the Company had a net loss of
$1,167,576 as compared to $829,043 for the nine months ended September 30, 2001.
For the three months  ended  September  30, 2002,  the Company had a net loss of
$783,320 as compared to $254,798 for the same period in 2001.  The increased net
loss  is  attributable   to  the  factors   discussed  above  under  "LOSS  FROM
OPERATIONS".

The Company has available at September 30, 2002, operating loss carryforwards of
approximately  $6,000,000  that may be applied  against future taxable income in
years  through  2021.  The loss  carryforwards  and  other  items  result in net
deferred  tax assets of  approximately  $1,850,000  at September  30, 2002.  The
amount of and  ultimate  realization  of the  benefits  from these  deferred tax
assets for income  tax  purposes  is  dependent,  in part,  upon the tax laws in
effect,  the Company's future earnings,  and other future events, the effects of
which  cannot  be  determined.   Because  of  the  uncertainty  surrounding  the
realization  of the deferred tax assets the Company has  established a valuation
allowance equal to the net deferred tax assets at September 30, 2002.

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 September 30, 2002, the Company had a working capital deficit (current assets
less current liabilities) of approximately  $1,600,000.  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


                                       20
<PAGE>

securities  may be at or below  current  market rates for the  Company's  common
stock.  The Company expects any proceeds from such additional  credit or sale of
securities to be used primarily in the marketing and  development of its network
for the sale of telecommunications  products, costs of new placements of Qxpress
200 (TM) terminals, and in the reduction of short-term liabilities. 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 periods 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.

Item 3. Controls and Procedures

(a)  Disclosure  controls  and  procedures  . Within 90 days before  filing this
report,  the Company  evaluated the effectiveness of the design and operation of
its disclosure  controls and procedures.  The Company's  disclosure controls and
procedures are the controls and other procedures that it designed to ensure that
it records, processes, summarizes and reports in a timely manner the information
it must disclose in reports that it files with or submits to the  Securities and
Exchange  Commission.  Paul C. Hickey, the Company's Chief Executive Officer and
Michael K. Openshaw, its Chief Financial Officer, supervised and participated in
this evaluation. Based on this evaluation, Messrs. Hickey and Openshaw concluded
that, as of the date of their evaluation,  the Company's disclosure controls and
procedures  were  effective.

(b) Internal controls.  Since the date of the evaluation  described above, there
have not been any  significant  changes  in the  Company's  internal  accounting
controls or in other factors that could significantly affect those controls.


                                       21
<PAGE>


Part II

Item 1.  Legal Proceedings

The  Company  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,  except as follows:  Reference is made to the  description of the action
filed by the  Company on or about  January 2, 2002 in the  Supreme  Court of the
State of New York, New York County, against Jeffrey Jacobson. On or about May 8,
2002, the Company filed a motion for summary  judgement in its favor,  asserting
that no material  issues of fact exist  respecting the debt owed by Jacobson and
requesting  that the court  award it  damages in the  amount of  $133,500,  plus
interest, costs and disbursements, including reasonable attorneys' fees. Barring
final disposition by the court, the Company intends to continue in pursuing this
claim vigorously.

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 the Company'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 the Company's  security  holders for a vote during
the period covered by this Quarterly Report on Form 10-QSB.

Item 5.  Other Information

The Company 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

99.1 Chief Executive Officer  Certification  pursuant to 18 U.S.C. Section 1350,
     as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed
     with the Securities and Exchange Commission on the date hereof.

99.2 Chief Financial Officer  Certification  pursuant to 18 U.S.C. Section 1350,
     as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed
     with the Securities and Exchange Commission on the date hereof.

b. Reports on Form 8-K.

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


                                       22
<PAGE>


                                   SIGNATURES

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


                                            Q Comm International, Inc
                                            -------------------------
                                            (Registrant)

Date   June 13, 2003                        /s/ Paul Hickey
       -------------                        -----------------------
                                            Paul Hickey
                                            Chief Executive Officer and
                                            Chairman of the Board of Directors

Date   June 13, 2003                        /s/ Michael Openshaw
       -------------                        -----------------------
                                            Michael Openshaw
                                            Chief Financial Officer


                                       23
<PAGE>


                                 CERTIFICATIONS

I, Paul Hickey, certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB/A  of  Q  Comm
     International, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of material  fact or omit to state a material  fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows  of the  registrant  as of,  and for the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating to the  registrant is made known to us
          particularly during the period in which this quarterly report is being
          prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: June 13, 2003
                                                     /s/ Paul Hickey
                                                     ------------------------
                                                     Paul Hickey
                                                     Chief Executive Officer

                                       24
<PAGE>


I, Michael Openshaw, certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB/A  of  Q  Comm
     International, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of material  fact or omit to state a material  fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows  of the  registrant  as of,  and for the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating to the  registrant is made known to us
          particularly during the period in which this quarterly report is being
          prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: June 13, 2003

                                                     /s/ Michael Openshaw
                                                     --------------------------
                                                     Michael Openshaw
                                                     Chief Financial Officer


                                       25