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 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
                                 --------------
                           (Issuer'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>


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 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.



                                       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 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
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.


                                       3
<PAGE>


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,
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.


                                       4
<PAGE>


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 increase in the cost of goods sold
during this period is principally associated with the increase in revenues.
Also, some of Q Comm's new 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
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.



                                       5
<PAGE>

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 (TM) 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".




                                       6
<PAGE>


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).

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".



                                       7
<PAGE>


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
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.




                                       8
<PAGE>


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.
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 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 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.



                                       9
<PAGE>


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 Financial Statements

99.2 Certification of Paul C. Hickey pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002.
99.3 Certification of Michael K. Openshaw pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002.

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.

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

Q Comm International, Inc.

Dated November 14, 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


<PAGE>


                                 CERTIFICATIONS

I, Paul C. Hickey, certify that:

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

     2. Based on my knowledge, this quarterly report does not contain any untrue
     statement of a 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 officers 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, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     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 officers 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 functions):

          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 officers 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: November 14, 2002                     /s/ Paul C. Hickey
                                                     ------------------
                                                     Paul C. Hickey
                                                     Chief Executive Officer




                                       11
<PAGE>


                                 CERTIFICATIONS

I, Michael K. Openshaw, certify that:

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

     2. Based on my knowledge, this quarterly report does not contain any untrue
     statement of a 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 officers 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, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, 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 officers 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 functions):

               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 officers 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: November 14, 2002                     /s/ Michael K. Openshaw
                                                     -----------------------
                                                     Michael K. Openshaw
                                                     Chief Financial Officer



                                       12
<PAGE>



EXHIBIT  99.1


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002

















                                       14

<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY




                                    CONTENTS

                                                                            PAGE

--       Unaudited Condensed Consolidated Balance Sheets,
         September 30, 2002 and December 31, 2001                             1


--       Unaudited Condensed Consolidated Statements of
         Operations, for the three and nine months ended
         September 30, 2002 and 2001                                          2


--       Unaudited Condensed Consolidated Statements of Cash
         Flows, for the nine months ended September 30, 2002
         and 2001                                                         3 - 4


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




<PAGE>
<TABLE>
<CAPTION>

                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                                                        September 30,     December 31,
                       ASSETS                               2002             2001
                                                        -----------      -----------
<S>                                                     <C>              <C>
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.
</TABLE>
                                       1
<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      $ 19,070,257      $ 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>
                                                      2
<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:
       Interestexpense                                                     $      8,938   $      7,128
       Capitalized interest                                                $     41,543   $      3,766
       Income taxes                                                        $        100   $        100






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

</TABLE>
                                                      3
<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
                       consolidated financial statements.


                                       4
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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).



                                       5
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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  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.


                                       6
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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.


<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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.


<PAGE>



                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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.



<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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.



                                       10
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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.




                                       11
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO 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.




                                       12
<PAGE>


EXHIBIT  99.2


                           Q COMM INTERNATIONAL, INC.
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Q Comm International,  Inc. (the
"Company")  on Form 10-QSB for the period  ending  September  30, 2002, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Paul C. Hickey,  the Chief Executive Officer of the Company,  hereby certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

(1)  the Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  the information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and result of operations of the Company.



                                          /s/ Paul C. Hickey
                                          -----------------------
                                          Paul C. Hickey
                                          Chief Executive Officer
November 14, 2002


<PAGE>



EXHIBIT  99.3


                           Q COMM INTERNATIONAL, INC.
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Q Comm International,  Inc. (the
"Company")  on Form 10-QSB for the period  ending  September  30, 2002, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Michael K.  Openshaw,  the Chief  Financial  Officer of the  Company,  hereby
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  the Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.

                                                         /s/ Michael K. Openshaw
                                                         -----------------------
                                                         Michael K. Openshaw
                                                         Chief Financial Officer
November 14, 2002