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, 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 May 3, 2002, there were 14,484,488
shares of common stock outstanding.

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



<PAGE>


Part I

Item 1.  Financial Statements

See exhibit 99.1 hereto.

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. ("Q Comm" or the "Company"), a Utah corporation, is a
national business services provider specializing in the sale and distribution of
various prepaid products including prepaid calling cards, prepaid wireless
service and prepaid home dialtone phone services throughout the United States.
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.



                                       2
<PAGE>


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 of Qxpress (TM) terminals,
although presently the Company retains ownership of most of the terminals placed
in service. 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
accounts), preparation of sales reports for brokers, retailers and suppliers of
PINs, and PIN inventory management. Q Comm announced a successful beta test of
the new terminal in December 2001. The Company has experienced a strong demand
for the new terminal during various marketing activities and anticipates a
significant number of new locations throughout 2002 and beyond.

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.


                                       3
<PAGE>


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,
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 Company intends to introduce many more innovative product solutions to the
prepaid services market by exploiting leading technologies and creating
leading-edge, customized solutions for emerging customer segments. Several
features of the Qxpress 200 (TM) terminal and Data Center allow for additional
uses and products to be developed.

International opportunities are also emerging for the Company in the electronic
point-of-sale industry. Overseas deregulation of telecommunications provides Q
Comm with an unprecedented opportunity to develop joint ventures for the
marketing of prepaid telecommunications systems. On February 1, 2002, the
Company announced it had entered into an exclusive five-year agreement with WGR
Limited, a European telecommunications distributor, for the installation of a
Data Center and purchase of Qxpress 200 (TM) terminals. The agreement calls for
over 26,000 of such terminals to be purchased from Q Comm within the first two
years of the agreement. As of May 3, 2002, WGR had been provided with a limited
number of Qxpress 200 (TM) terminals for purposes of function verification. The
Company expects increasing deployment of terminals under this contract
throughout the remainder of 2002.

The key to the Company's future success lies in its ability to continue to
provide premier prepaid products and services, begin large-scale distribution of
its new point-of-sale activation system (Qxpress 200 (TM)), execute its strategy
of broker/wholesaler network expansion, and obtain funding needed to carry out
these objectives.


                                       4
<PAGE>


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 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 period ended March 31, 2002, Q Comm's net sales were $6,275,593 as
compared to $1,853,930 during the quarter ended March 31, 2001, representing an
increase of $4,421,663. 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.

COST OF GOODS SOLD

The Company's cost of goods sold increased $3,418,345, from $1,240,724 for the
period ended March 31, 2001 to $4,659,069 for the period ended March 31, 2002.
The increase in the cost of goods sold during this period is principally
associated with the increase in revenues.

OPERATING EXPENSES

Operating expenses for the three months ended March 31, 2002 increased to
$1,795,238 from $885,810 during the same period in 2001, or an increase of
$909,428 (102.7%). Factors contributing to the increase are discussed below.

Commissions and fees increased $944,480 (182.8%), from $516,636 for the period
ended March 31, 2001 to $1,461,116 for the period ended March 31, 2002. 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
product sales price.

Selling expenses increased $13,419 (26.5%) for the three months ended March 31,
2002 compared with the period ended March 31, 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.

General and administrative expenses decreased $46,474 (16.2%) from $287,480 for
the three months ended March 31, 2001 to $241,006 for the comparable period in
2002. The decrease in general and administrative expenses is principally the
result of certain expenses (primarily salaries and benefits) that were
capitalized as software development costs during the period ended March 31, 2002
whereas no such expenses were capitalized during the period ended March 31,
2001.


                                       5
<PAGE>


Depreciation and amortization expenses were $29,099 for the three months ended
March 31, 2002 compared to $31,096 during the same period in 2001, or an
decrease of $1,997 (6.4%). 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
three months ended March 31, 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).

LOSS FROM OPERATIONS

The Company had a loss from operations of $178,714 for the three months ended
March 31, 2002 as compared with a loss of $272,604 for the three months ended
March 31, 2001. 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.

TOTAL OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEM

The Company experienced a gain on extinguishment of debt of $2,112 for the three
months ended March 31, 2002 as compared to $2,224 for the comparable period in
2001. Total other income (expense) decreased from March 31, 2001 to March 31,
2002 ($20,913 versus $11,550, respectively), which is primarily the result of
interest capitalized as software development costs during 2002 related to
Qxpress 200 (TM) development whereas no interest was capitalized during 2001.

NET LOSS

For the three months ended March 31, 2002, the Company had a net loss of
$188,152 as compared to $291,293 for the three months ended March 31, 2001. The
Company believes a much larger revenue base and aggressive expense controls will
result in profitability in the foreseeable future.

The Company has available at March 31, 2002, operating loss carryforwards of
approximately $4,700,000 which 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 $1,500,000 at March 31, 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 March 31, 2002.


                                       6
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its working capital requirements through
internally generated funds, the sale of shares of its common stock, and proceeds
from short-term bank borrowings, convertible debentures, and notes payable. As
of March 31, 2002, the Company had a working capital deficit (current assets
less current liabilities) of approximately $1,145,000. 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
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.

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, except as follows: Reference is made to the description of the action
filed by Registrant 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 Registrant filed a motion for summary judgment 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 Registrant intends to continue in pursuing
this claim vigorously.


                                       7
<PAGE>


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.


Item 6.  Exhibits and Reports on Form 8-K

10.1 Memorandum of  Understanding  by and between WGR LTD and  Registrant  dated
     January 16, 2002.

99.1 Financial Statements

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


                                       8
<PAGE>


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

Q Comm International, Inc. [Registrant]

Dated May 13, 2002


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


By: /s/ Stephen C. Flaherty
   ----------------------------------------
Stephen C. Flaherty, President


By:/s/ Michael K. Openshaw
   ----------------------------------------
Michael K. Openshaw, Chief Financial Officer



                                        9