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


                                  FORM 10-QSB/A
                                 Amendment No. 1

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

                         COMMISSION FILE NUMBER: 0-28885



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

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

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

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


Check whether the issuer

(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes   [  ] No

Number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of August 12, 2002, there were 14,864,985
shares of common stock outstanding.

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



<PAGE>


                                INTRODUCTORY NOTE

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


<PAGE>
<TABLE>
<CAPTION>


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


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

         Item 1.  Interim Unaudited Condensed Consolidated Financial Statements

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

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

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

                           Notes to Interim Unaudited Condensed
                           Consolidated Financial Statements                                8

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

PART II - OTHER INFORMATION

         Item 1. Legal Proceedings                                                         20

         Item 2. Changes in Securities and Use of Proceeds                                 20

         Item 3. Defaults Upon Senior Securities                                           21

         Item 4. Submission of Matters to a Vote of Security Holders                       21

         Item 5. Other Information                                                         21

         Item 6. Exhibits and Reports on Form 8-K                                          21

SIGNATURES                                                                                 22

CERTIFICATIONS (Section 302 of the Sarbanes Oxley Act of 2002)                             23

</TABLE>


<PAGE>

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


                                                         June 30,   December 31,
                       ASSETS                             2002         2001
                                                      -----------   -----------
CURRENT ASSETS:
     Cash in bank                                     $   230,184   $     2,422
     Certificates of deposit                                 --         100,000
     Accounts receivable                                   16,193        29,313
     Inventory                                             25,779        22,509
     Prepaid expenses                                      90,000          --
     Deferred taxes                                       303,790       303,790
                                                      -----------   -----------
               Total Current Assets                       665,946       458,034
                                                      -----------   -----------

PROPERTY & EQUIPMENT, net                                 920,243       647,683
                                                      -----------   -----------
OTHER ASSETS:
     Goodwill, net                                        144,580       144,580
     Capitalized software development costs             1,121,940       636,220
     Deferred stock offering costs                         25,000          --
     Deposits                                              11,979         3,558
                                                      -----------   -----------
               Total Other Assets                       1,303,499       784,358
                                                      -----------   -----------
                                                      $ 2,889,688   $ 1,890,075
                                                      ===========   ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Bank overdraft                                   $   134,314   $   188,920
     Accounts payable                                   1,096,493       758,426
     Accrued expenses                                     132,830       253,268
     Related party obligations                            417,167       413,300
     Notes payable                                         31,350       601,474
     Convertible notes payable - current portion           40,593       237,885
     Capital lease obligation - current portion             5,284         5,044
     Contingent liability                                 159,235       159,235
                                                      -----------   -----------
               Total Current Liabilities                2,017,266     2,617,552
                                                      -----------   -----------
LONG TERM OBLIGATIONS:
     Convertible notes payable                            190,135       211,262
     Capital lease obligation                              18,001        20,645
     Deferred taxes                                       303,790       303,790
                                                      -----------   -----------
               Total Long-term Obligations                511,926       535,697
                                                      -----------   -----------
               Total Liabilities                        2,529,192     3,153,249
                                                      -----------   -----------
STOCKHOLDERS' EQUITY (DEFICIT):
     Common stock, $.001 par value, 50,000,000
       shares authorized, 14,864,985 and 13,089,719
       shares issued and outstanding, respectively         14,865        13,090
     Capital in excess of par value                     6,099,074     4,094,273
     Retained deficit                                  (5,619,793)   (5,235,537)
                                                      -----------   -----------
                                                          494,146     1,128,174
     Less stock subscription receivable                  (133,650)     (135,000)
                                                      -----------   -----------
               Total Stockholders' Equity (Deficit)       360,496    (1,263,174)
                                                      -----------   -----------
                                                      $ 2,889,688   $ 1,890,075
                                                      ===========   ===========

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

                                       4
<PAGE>
<TABLE>
<CAPTION>

                              Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                 For the Three                   For the Six
                                                 Months Ended                   Months Ended
                                                   June 30,                       June 30,
                                        ----------------------------    ----------------------------
                                            2002             2001            2002            2001
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
SALES, net of returns and allowances    $  7,154,025    $  3,885,910    $ 13,429,618    $  5,739,840

COST OF GOODS SOLD                         5,302,244       2,686,911       9,961,313       3,993,487
                                        ------------    ------------    ------------    ------------
GROSS PROFIT                               1,851,781       1,198,999       3,468,305       1,746,353
                                        ------------    ------------    ------------    ------------
OPERATING EXPENSES:
     Commissions and fees                  1,699,342       1,052,493       3,160,458       1,503,277
     Research and
     development                                --            57,500            --            57,500
     Selling expenses                         65,134          67,373         129,151         117,971
     General and administrative              243,011         248,333         484,017         535,813
     Depreciation and amortization            30,183          38,185          59,282          69,281
                                        ------------    ------------    ------------    ------------
         Total Operating Expenses          2,037,670       1,463,884       3,832,908       2,283,842
                                        ------------    ------------    ------------    ------------
LOSS FROM OPERATIONS                        (185,889)       (264,885)       (364,603)       (537,489)

OTHER INCOME (EXPENSE):
     Other income                                471           1,115           1,786           1,776
     Interest and other expense              (10,686)        (19,182)        (23,551)        (40,756)
                                        ------------    ------------    ------------    ------------
         Total Other Income (Expense)        (10,215)        (18,067)        (21,765)        (38,980)
                                        ------------    ------------    ------------    ------------
LOSS BEFORE INCOME TAXES
     AND EXTRAORDINARY ITEM                 (196,104)       (282,952)       (386,368)       (576,469)

CURRENT TAX EXPENSE                             --              --              --              --

DEFERRED TAX EXPENSE                            --              --              --              --
                                        ------------    ------------    ------------    ------------
LOSS BEFORE EXTRAORDINARY
      ITEM                                  (196,104)       (282,952)       (386,368)       (576,469)

EXTRAORDINARY ITEM - Gain on
     extinguishment of debt                     --              --             2,112           2,224
                                        ------------    ------------    ------------    ------------

NET LOSS                                $   (196,104)   $   (282,952)   $   (384,256)   $   (574,245)
                                        ============    ============    ============    ============
BASIC LOSS PER COMMON SHARE:
Loss from continuing operations         $       (.01)   $       (.03)   $       (.03)   $       (.06)
     Extraordinary item                         --              --              --              --
                                        ------------    ------------    ------------    ------------


BASIC LOSS PER COMMON SHARE             $       (.01)   $       (.03)   $       (.03)   $       (.06)
                                        ============    ============    ============    ============



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

                                                  5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                             Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                               For the Six
                                                                              Months Ended
                                                                                June 30,
                                                                       --------------------------
                                                                           2002           2001
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
Cash Flows from Operating Activities:
     Net loss                                                          $  (384,256)   $  (574,245)
     Adjustments to reconcile net
       loss to net cash used by
       operating activities:
        Gain on extinguishment of debt                                      (2,112)        (2,224)
        Loss on disposal of property and equipment                          21,878           --
        Depreciation and amortization expense                               59,282         69,281
        Stock and options/warrants issued for non-cash consideration          --          112,711
        Change in assets and liabilities:
           Decrease in accounts receivable                                  13,120        173,986
           Increase in prepaid expenses                                       --          (75,548)
           Increase in inventory                                            (3,270)       (11,835)
           Increase other assets                                            (8,421)          --
           Increase in accounts payable                                    340,179        125,984
           Increase (decrease) in accrued expenses                        (120,438)       100,165
           Increase in related party obligations                             3,867         60,500
                                                                       -----------    -----------
               Net Cash Used by Operating Activities                       (80,171)       (21,225)
                                                                       -----------    -----------
Cash Flows from Investing Activities:
     Purchase of property & equipment                                     (353,720)      (291,944)
     Capitalized software development costs                               (485,720)      (143,478)
     Decrease in certificates of deposit                                   100,000           --
                                                                       -----------    -----------
               Net Cash Used by Investing Activities                      (739,440)      (435,422)
                                                                       -----------    -----------
Cash Flows from Financing Activities:
     Issuance of common stock                                            1,970,525        157,000
     Payment of stock offering costs                                       (77,599)          --
     Net increase in lines of credit                                          --           19,300
     Payments on notes payable                                            (570,124)          (141)
     Payments on convertible notes payable                                (218,419)          --
     Payments on capital lease obligation                                   (2,404)          --
     Increase (decrease) in bank overdraft                                 (54,606)       333,969
                                                                                      -----------
               Net Cash Provided by Financing Activities                 1,047,373        510,128
                                                                       -----------    -----------
Net Increase in Cash                                                       227,762         53,481

Cash, Beginning of Period                                                    2,422         97,740
                                                                       -----------    -----------
Cash, End of Period                                                    $   230,184    $   151,221
                                                                       -----------    -----------

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

</TABLE>


                                                6
<PAGE>


                             Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (Continued)

Supplemental Schedule of Non-cash Investing and Financing Activities:

     In 2002,  the  Company  issued  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  676,000  shares of common stock for services
     rendered valued at $218,979, including stock offering costs of $106,268 and
     a reduction in accounts payable of $72,719.















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


                                       7
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  - Q Comm  International,  Inc. (the Company) was organized on
     February 7, 1986 as Four Rivers Development,  Inc. This name was changed on
     August  3,  1998 to Q Comm  International  Inc.  in  conjunction  with  the
     purchase of three  operating  companies.  Substantially  all operations are
     conducted through the Company's wholly owned  subsidiary,  Q Comm, Inc. The
     Company  is  headquartered  in Orem,  Utah but  provides  telecommunication
     products  and  services  to end users  throughout  the  United  States  and
     internationally.  The  Company  has,  at the  present  time,  not  paid any
     dividends and any dividends that may be paid in the future will depend upon
     the financial requirements of the Company and other relevant factors.

     Unaudited  Condensed  Financial  Statements  - The  accompanying  financial
     statements  have been prepared by the Company without audit. In the opinion
     of  management,  all  adjustments  (which  include  only  normal  recurring
     adjustments) necessary to present fairly the financial position, results of
     operations  and  cash  flows  at June  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 June 30, 2002 and 2001 are not necessarily  indicative of the
     operating results for the full year.

     Cash and Cash Equivalents - For purposes of the financial  statements,  the
     Company  considers  all highly  liquid debt  investments  purchased  with a
     maturity of three months or less to be cash equivalents.

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

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

     Loss Per Share - The Company  computes  loss per share in  accordance  with
     Statement of Financial  Accounting  Standards  (SFAS) No. 128 "Earnings Per
     Share," which  requires the Company to present basic earnings per share and
     dilutive earnings per share when the effect is dilutive (see Note 11).


                                       8
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Revenue  Recognition - The Company provides  electronic delivery of prepaid
     telecommunication  products through a variety of retail locations.  Revenue
     is  recognized  at the  time  of  product  sale.  Sales  of  the  Company's
     electronic  products and services are generally made directly to end-users.
     There  is no right of  return  for  products  sold and the  Company  is not
     obligated for further  performance after the sale. These sales transactions
     are  accounted  for at "gross"  since the  Company  meets the  requirements
     specified by Securities and Exchange  Commission Staff Accounting  Bulletin
     No.  101 -  Revenue  Recognition  in  Financial  Statements  (SAB  101) and
     Emerging  Issues Task Force No. 99-19 (EITF  99-19).  In the event of sales
     where the Company  does not have  ownership of the product sold and another
     entity has such risk and reward of product  ownership  and/or where certain
     other  requirements  of SAB 101 or EITF  99-19  are not  met,  the  Company
     records revenues on a "net" basis.

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

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

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

     Intangible  Assets - During the six months ended June 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 $8,884 and $8,846 during the six months ended June 30, 2002 and
     2001, respectively.


                                       9
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities, the disclosures of contingent assets and
     liabilities  at the  date of the  financial  statements,  and the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimated by management.

     Reclassifications  - Certain  amounts in the financial  statements  for the
     periods ended June 30, 2001 have been  reclassified  to conform to headings
     and classifications used in the June 30, 2002 financial statements.

NOTE 2 - PROPERTY & EQUIPMENT

     The following is a summary of property and equipment:

                                       June 30,      December 31,
                                         2002           2001
                                      -----------    -----------
      Point of sale equipment         $   957,879    $   702,609
      Office and computer equipment       127,424         88,242
                                      -----------    -----------
      Total cost                        1,085,303        790,851
      Accumulated depreciation           (165,060)      (143,168)
                                      -----------    -----------
      Property & equipment, net       $   920,243    $   647,683
                                      -----------    -----------

     Depreciation  expense  for the six months  ended June 30, 2002 and 2001 was
     $59,282 and $46,825, respectively.

     Included  in the cost of  property  and  equipment  at June  30,  2002 is a
     $400,000 deposit for various components of equipment to be manufactured for
     the Company.

NOTE 3 - GOODWILL

     At June 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 June 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 six months ended June 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 six months ended June 30,
     2001, the Company recorded amortization expense of $22,456.

                                       10
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - GOODWILL (Continued)

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

<TABLE>
<CAPTION>

                                                      For the Three              For the Six
                                                      Months Ended              Months Ended
                                                         June 30,                 June 30,
                                                 ----------------------    ----------------------
                                                    2002        2001         2002         2001
                                                 ---------    ---------    ---------    ---------
      <S>                                        <C>          <C>          <C>          <C>
      Loss from continuing operations            $(196,104)   $(282,952)   $(386,368)   $(576,469)
      Add amortization of assets no longer
        being amortized                               --         11,228         --         22,456
                                                 ---------    ---------    ---------    ---------
      Adjusted loss from continuing operations   $(196,104)   $(271,724)   $(386,368)   $(554,013)
                                                 ---------    ---------    ---------    ---------
      Net loss as reported                       $(196,104)   $(282,952)   $(384,256)   $(574,245)
      Add amortization of assets no longer
        being amortized                               --         11,228         --         22,456
                                                 ---------    ---------    ---------    ---------
      Adjusted loss from continuing operations   $(196,104)   $(271,724)   $(384,256)   $(551,789)
                                                 ---------    ---------    ---------    ---------
</TABLE>

NOTE 4 - CAPITALIZED SOFTWARE DEVELOPMENT COSTS

     During the six months  ended  June 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 June 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                    485,720
                                                                ------------
                    Balance, end of period                      $  1,121,940
                                                                ============

     Of the  balance  at June 30,  2002,  approximately  $335,000  was paid to a
     third-party  software  development  company.  The remaining costs represent
     capitalized  internal  costs,  which are  primarily  employee  salaries and
     benefits, and related capitalized interest of approximately $60,000.



                                       11
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 June 30, 2002,  the
     Company has utilized a portion of this  available  balance in the amount of
     $134,314, which created an overdraft for accounting purposes.

NOTE 6 - RELATED PARTY OBLIGATIONS

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

     Notes  Payable - At June 30,  2002,  the  Company has notes  together  with
     accrued interest totaling $191,050 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 six months ended June 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 six months  ended June 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 June 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 six months ended June 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 six months ended June 30, 2002,  the note was
     repaid according to its terms.


                                       12
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - LONG-TERM DEBT (Continued)

     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 June 30,
     2002 is $230,728.

     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 six
     months ended June 30, 2002, the note was repaid according to its terms.

NOTE 8 - LITIGATION AND CONTINGENCIES

     During the year ended  December 31,  2000,  the Company  purchased  certain
     software and hardware from an unrelated  party for  $1,000,000,  payable at
     various dates through October 2001.  Subsequently,  the Company  determined
     through due  diligence to exercise  its right of recision  specified in the
     contract  and  return  the  items to the  seller.  Under  the  terms of the
     contract,  the Company  may be liable for  amounts due the seller  prior to
     notification of termination.  Management of the Company believes the amount
     that will ultimately be paid to the seller, if any, is not determinable but
     will be immaterial to the financial statements at June 30, 2002.

     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 June 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.

                                       13
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - CAPITAL STOCK

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

     During the six months  ended June 30,  2002,  the  Company  sold  2,000,000
     shares  of  restricted  common  stock at $1.00 per  share  through  private
     placements for  $1,954,175  cash and $45,825 in  subscriptions  receivable.
     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 June 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.

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

     During May and June 2001,  the Company sold 334,285  shares of common stock
     at $.35 per share ($117,000).

     During the six months  ended June 30,  2001,  the  Company  issued  676,000
     shares of common  stock  (576,000  of which  were  restricted)  for  legal,
     consulting  services and finders fees at $.25 to $.50 per share  ($218,979,
     including $106,268 in stock offering costs).

NOTE 10 - STOCK OPTIONS

     At June  30,  2002,  the  Company  has  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 June 30, 2002,  2,442,506 are vested and 1,030,000
     are  exercisable.  During the six months  ending June 30, 2002,  no options
     were granted or exercised and 40,000 options expired.

     At June 30, 2002, the Company has  outstanding  1,818,667  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 six months ended June 30, 2002,  179,445  options were exercised
     by non-employees at prices ranging from $.40 to $1.00 per share and 345,271
     options expired or were canceled.


                                       14
<PAGE>


                    Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - LOSS PER SHARE

     The  following  data show the amounts used in computing  loss per share and
     the weighted  average number of shares of common stock  outstanding for the
     three months presented:

<TABLE>
<CAPTION>

                                                            For the Three                    For the Six
                                                            Months Ended                    Months Ended
                                                              June 30,                        June 30,
                                                    ----------------------------    ---------------------------
                                                         2002           2001            2002            2001
                                                    ------------    ------------    ------------    ------------
      <S>                                           <C>             <C>             <C>             <C>
      Loss from continuing operations
        available to common shareholders
        (numerator)                                 $   (196,104)   $   (282,952)   $   (386,368)   $   (576,469)
                                                    ------------    ------------    ------------    ------------

      Gain on extinguishment of debt  (numerator)   $       --      $       --      $      2,112    $      2,224
                                                    ------------    ------------    ------------    ------------
      Weighted average number of common
        shares outstanding during the period used
       in per share calculations (denominator)        14,668,326      10,188,655      14,064,404       9,831,218
                                                    ------------    ------------    ------------    ------------
</TABLE>



     Because the Company  incurred losses for the six months ended June 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.


                                       15
<PAGE>


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

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

The following is a discussion of certain factors affecting Q Comm International,
Inc.'s ("Q Comm" or the "Company") results of operations,  liquidity and capital
resources.  You should read the following discussion and analysis in conjunction
with the Company's consolidated condensed financial statements and related notes
that are included herein.


OVERVIEW

Q Comm International, Inc. ("Q Comm" or the "Company"), a Utah corporation, is a
national business services provider specializing in the sale and distribution of
various prepaid products  throughout the United States including prepaid calling
cards, prepaid wireless service,  prepaid home dialtone phone services,  prepaid
internet,  and prepaid MasterCard (TM). The Company provides electronic delivery
of  products  through  Qxpress  (TM),  a total  management  system  that  allows
retailers to (i) instantly  provide any prepaid service at the point of purchase
on demand and thus minimize shelf space requirements;  (ii) print flexible sales
reports, and (iii) eliminate expensive  inventory,  and prevent theft and fraud.
The  Company's  securities  are quoted on the  Over-the-Counter  Bulletin  Board
("OTCBB") under the symbol QCCM.OB.

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


                                       16
<PAGE>

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.

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.

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


                                       17
<PAGE>

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 six months ended June 30,  2002, Q Comm's net sales were  $13,429,618
as  compared  to  $5,739,840   during  the  six  months  ended  June  30,  2001,
representing  an  increase  of  $7,689,778.  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  June 30,  2002,  Q Comm's  net sales  increased
$3,268,115 to $7,154,025,  from $3,885,910 in the comparable period in 2001. The
Company attributes this change to the same factors discussed above.

COST OF GOODS SOLD

For the six  months  ended  June 30,  2002,  the  Company's  cost of goods  sold
increased to $9,961,313  from $3,993,487 for the six months ended June 30, 2001,
for an increase  of  $5,967,826.  The  increase in the cost of goods sold during
this period is principally associated with the increase in revenues.

During the three  months ended June 30,  2002,  cost of goods sold  increased to
$5,302,244  from  $2,686,911  for the three months  ended June 30, 2001,  for an
increase of $2,615,333.  This increase is also  attributable  to the increase in
revenues as noted above.

OPERATING EXPENSES

Operating  expenses  for the  six  months  ended  June  30,  2002  increased  to
$3,832,908  from  $2,283,842  during the same period in 2001,  or an increase of
$1,549,066  (67.8%).  For the three months ended June 30, 2002,  total operating
expenses were  $2,037,670  compared to  $1,463,884  for the same period in 2001.
Factors contributing to the changes are discussed below.

Commissions and fees increased $1,657,181 (110.2%),  from $1,503,277 for the six
months ended June 30, 2001 to $3,160,458 for the six months ended June 30, 2002.
For the three months ended June 30, 2002,  commissions  and fees were $1,699,342
compared to $1,052,493 the three months ending June 30, 2001. These expenses are
principally  commissions paid to merchants and brokers for product sales through
the Qxpress ? terminals and are a fixed percentage of the product sales price.

Research and development expenses were $57,500 for both the three- and six-month
periods ended June 30, 2001.  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 $11,180 (9.5%) for the six months ended June 30, 2002
compared  with the six  months  ended  June 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.  Selling  expenses  for the  three  months  ended  June 30,  2002 were
relatively flat when compared to the same period in 2001, decreasing by $2,239.

General and  administrative  expenses decreased $51,796 (9.7%) from $535,813 for
the six months  ended June 30, 2001 to  $484,017  for the  comparable  six month
period in 2002, and decreased  $5,322 (2.1%) from the  three-month  period ended
June 30,  2001 to the  comparable  period in 2002.  The  decrease in general and
administrative  expenses is principally the result of lower consulting  expenses
in 2002.


                                       18
<PAGE>

Depreciation  and  amortization  expenses  were $59,282 for the six months ended
June 30, 2002 compared to $69,281 during the same period in 2001, or an decrease
of $9,999  (14.4%).  Such  expenses were $30,183 for the three months ended June
30, 2002 compared to $38,185 for the  comparable  period in 2001, for a decrease
of $8,002 (21.0%).  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 six months
ended  June 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 $364,603 for the six months ended June
30, 2002 as compared  with a loss of $537,489  for the six months ended June 30,
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.

The loss from  operations  for the three months ended June 30, 2002 was $185,889
compared to $264,885 for the three months ended June 30, 2001.

TOTAL OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEM

The Company  experienced a gain on  extinguishment of debt of $2,112 for the six
months  ended June 30, 2002 as compared to $2,224 for the  comparable  period in
2001.  Total  other  income  (expense)  for the six months  ended June 30,  2002
decreased when compared to June 30, 2001 ($21,765 versus $38,980, respectively),
and  decreased  $7,852 for the three months ended June 30, 2002 when compared to
the same period in 2001 ($10,215 vs. $18,067),  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.

NET LOSS

For the six months ended June 30,  2002,  the Company had a net loss of $384,256
as compared to $574,245 for the six months  ended June 30,  2001.  For the three
months ended June 30,  2002,  the Company had a net loss of $196,104 as compared
to  $282,952  for the same period in 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 June 30, 2002,  operating  loss  carryforwards  of
approximately  $4,900,000  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  $1,575,000 at June 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 June 30, 2002.


                                       19
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Historically,  the Company has financed its working capital requirements through
internally generated funds, the sale of shares of its common stock, and proceeds
from short-term bank borrowings,  convertible debentures,  and notes payable. As
of June 30, 2002, the Company had a working capital deficit (current assets less
current liabilities) of approximately $1,350,000.  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  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.


                                       20
<PAGE>


Item 3.  Defaults Upon Senior Securities

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


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

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


Item 5.  Other Information

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


Item 6.  Exhibits and Reports on Form 8-K

a. Exhibits

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

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

b. Reports on Form 8-K.

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


                                       21
<PAGE>


                                   SIGNATURES

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


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

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

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


                                       22
<PAGE>


                                 CERTIFICATIONS

I, Paul Hickey, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

                                       23
<PAGE>


I, Michael Openshaw, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: June 13, 2003

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

                                       24