SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the quarterly period ended September 30, 2001

     OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from               to

     Commission file number 0-13338

                          LAS AMERICAS BROADBAND, INC.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)

            COLORADO                                    84-0853869
            --------                                    ----------
  (State of other jurisdiction of                    (I.R.S. Employer)
  incorporation or organization)                     Identification No.)

                             20031 Valley Boulevard
                           Tehachapi, California 93561
                           ---------------------------
                    (Address of principal executive offices)

                                 (661) 822-1030
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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

     State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: Common Stock, $.025 par value
per share - 35,306,274 shares outstanding as of November 1, 2001.


<PAGE>

                           LAS AMERICAS BROADBAND INC.

                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2001



<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                         PAGE
                                                                                       ----
Item 1.  Financial Statements.

<S>                                                                                       <C>
         Consolidated Condensed Balance Sheets as of September 30, 2001 and
         December 301, 2000...............................................................3

         Consolidated Condensed Statements of Operations for the
         Three Months and the Nine Months ended September 30, 2001 and
         September 30, 2000...............................................................4

         Consolidated Condensed Statements of Shareholders' Equity
         for the Nine Months Ended September 30, 2001.....................................5

         Consolidated Condensed Statements of Cash Flows for the
         Nine Months ended September 30, 2001 and September 30, 2000......................6

         Notes to Financial Statements  ..................................................7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................................9


PART II. OTHER INFORMATION


Item 1.  Legal Proceedings...............................................................12

Item 2.  Changes in Securities and Use of Proceeds.......................................12

Item 3.  Defaults Upon Senior Securities.................................................12

Item 4.  Submission of Matters to a Vote of Security Holders.............................12

Item 5.  Other Information...............................................................12

Item 6.  Exhibits and Reports on Form 8-K................................................12

</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                           LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                             SEPTEMBER 30, 2001 AND DECEMBER 31, 2000


                                                                                  2001                 2000
                                                                          ------------------     -----------------
                                                                              (unaudited)            (audited)
                                  ASSETS

<S>                                                                        <C>                    <C>
CURRENT ASSETS
 Cash and cash equivalents                                                 $          93,776      $      2,059,309
 Accounts receivable, net of allowance for
  doubtful accounts of $ 5,000 in 2001 and 2000                                       43,552                48,849
 Supplies                                                                             31,000                34,994
 Prepaid expenses and other assets                                                         -                98,033
                                                                          ------------------     -----------------
 TOTAL CURRENT ASSETS                                                                168,328             2,241,185

LOANS RECEIVABLE                                                                   5,119,188               836,287

DEFERRED INVESTMENT BANKING SERVICES                                                 466,888               657,889

PROPERTY AND EQUIPMENT, net of accumulated depreciation                            1,341,033             1,448,093
                                                                          ------------------     -----------------
                                                                           $       7,095,437      $      5,183,454
                                                                          ==================     =================

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                     $         838,611      $        441,704
 Revenue billed in advance                                                            47,491                53,340
 Franchise fees payable                                                               54,019                34,393
 Current portion of notes payable                                                          -
 Customer deposits                                                                     5,200                 5,200
                                                                          ------------------     -----------------
   TOTAL CURRENT LIABILITIES                                                         945,321               534,637
                                                                          ------------------     -----------------

Notes payable, net of current portion                                                      -


STOCKHOLDERS' EQUITY
 Preferred stock, $1 par value; 5,000,000 shares authorized,                               -                     -
   none issued
 Common stock, $.025 par value; 900,000,000 shares
   authorized, 34,848,620 and 34,848,620 shares issued and
   outstanding as of September 30, 2001 and December 31, 2000 respectively           871,215               632,407
 Additional paid-in capital                                                       10,233,551             7,237,542
 Accumulated deficit                                                              (3,750,580)           (2,867,865)
 Less: common shares in treasury, at cost;
   419,425 and 290,600 shares as of
   September 30, 2001 and December 31, 2000 respectively                          (1,204,070)             (353,267)
                                                                          ------------------     -----------------
   TOTAL SHAREHOLDERS' EQUITY                                                      6,150,116             4,648,817
                                                                          ------------------     -----------------
                                                                           $       7,095,437      $      5,183,454
                                                                          ==================     =================


                      See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                           LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                                           (unaudited)


                                                          Three Months Ended                Nine Months Ended
                                                             September 30,                     September 30,
                                                       -------------------------      ----------------------------
                                                          2001            2000           2001            2000
                                                       ----------     ----------      ------------    ------------

<S>                                                     <C>            <C>            <C>             <C>
REVENUES                                               $  150,773     $  157,319      $    453,369    $    479,262
                                                       ----------     ----------      ------------    ------------

EXPENSES
 Programming content                                       58,150         60,684           155,478         255,855
 Cable operating                                           72,197         64,405           216,591         183,899
 General and administrative                               318,463        578,246           230,100         904,193
 Amortization of deferred investment banking services      63,667              -           191,001               -
 Depreciation                                              60,000         60,000           180,000         180,000
                                                       ----------     ----------      ------------    ------------
TOTAL EXPENSES                                            572,477        763,335           973,170       1,523,947
                                                       ----------     ----------      ------------    ------------
NET LOSS BEFORE OTHER (INCOME) EXPENSE                   (421,704)      (606,016)         (519,801)     (1,044,685)
 OTHER (INCOME) EXPENSE
 Other income                                            (127,061)             -          (282,255)              -
 Other expense                                             26,152              -            36,052               -
                                                       ----------     ----------      ------------    ------------
 TOTAL OTHER (INCOME) EXPENSE                            (100,909)             -          (246,203)              -
                                                       ----------     ----------      ------------    ------------
LOSS FROM CONTINUING OPERATIONS                          (320,795)      (606,016)         (273,598)     (1,044,685)
LOSS FROM DISCONTINUED OPERATIONS                          (5,616)             -          (609,117)              -
                                                       ----------     ----------      ------------    ------------
NET LOSS                                               $ (326,411)    $ (606,016)     $   (882,715)   $ (1,044,685)
                                                       ==========     ==========      ============    ============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                            29,150,664     23,721,598        27,335,131      20,822,788
                                                       ==========     ==========      ============    ============
BASIC AND DILUTED LOSS PER SHARE
  Continuing operations                                $    (0.01)    $    (0.03)     $      (0.01)   $      (0.05)
                                                       ==========     ==========      ============    ============
  Discontinued operations                              $    (0.00)    $        -      $      (0.02)   $         -
                                                       ==========     ==========      ============    ===========

                                 See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

                                       4
<PAGE>
<TABLE>
                                           LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                               NINE MONTHS ENDED SEPTEMBER 30, 2001


                                                      Common Stock
                                              ---------------------------   Additional                     Accumulated
                                                Shares        Par Value   Paid-In Capital  Treasury Stock     Deficit       Total
                                              ------------  ------------- ---------------  --------------  ------------   ---------
<S>                                           <C>             <C>         <C>              <C>             <C>            <C>
Balance, December 31, 2000                      25,296,265  $     632,407 $   7,237,542    $    (353,267)   $(2,867,865)  $4,648,817

Issuance of common stock for the
purchase of Technical Services Broadband Inc.      125,000          3,125       246,875                                     250,000

Fair value of shares issued in
  liquidation of accrued consulting fees            10,000            250        13,350                                      13,600

Issuance of common stock through
  exercise of warrants                             200,000          5,000        (1,000)                                      4,000

Issuance of common stock for cash                5,467,098        136,677     2,363,180                                   2,499,857

Issuance of common stock for cash                  940,000         23,500       443,860                                     467,360

Issuance of common stock for settlement          2,810,257         70,256       (70,256)                                          -

Purchase of treasury stock                                                                      (850,803)                  (850,803)

Net loss                                                                                                      (882,715)    (882,715)
                                              ------------  ------------- --------------   --------------  ------------  -----------
Balance, September 30, 2001 (unaudited)         34,848,620  $     871,215 $  10,233,551    $  (1,204,070)  $(3,750,580)  $6,150,116
                                              ============  ============= ==============   ==============  ============  ===========


                               See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                           LAS AMERICAS BROADBAND, INC. AND SUBSIDIARIES
                                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                                            (unaudited)

                                                                                         2001                2000
                                                                                     ------------         -----------
<S>                                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                                            $   (882,715)        $(1,044,685)
 Adjustments to reconcile net loss to net cash provided by
  (used in) operating activities:
   Non-cash compensation expense                                                           13,600                   -
   Loss from discontinued operations                                                      609,117                   -
   Amortization of deferred investment banking services                                   191,001                   -
   Depreciation                                                                           180,000             180,000
   Fair value of warrants issued to non-employees for services                                  -             770,450
   Fair value of common stock issued to non-employees for services                              -             126,000

   Changes in operating assets and liabilities:
    Accounts receivable                                                                     5,298              (2,342)
    Supplies                                                                                3,994                   -
    Prepaid expenses and other assets                                                      98,033             (16,749)
    Accounts payable and accrued expenses                                                 396,907            (113,572)
    Deferred charges - investment banking services                                              -            (636,667)
    Revenue billed in advance                                                              (5,849)               (102)
    Franchise fee payable                                                                  19,626             (54,996)
                                                                                     ------------         -----------
        Net cash used in continuing operations                                            629,011            (792,663)
        Net cash used in discontinued operations                                         (264,388)                  -
                                                                                     ------------         -----------
NET CASH USED IN OPERATING ACTIVITIES                                                     364,623            (792,663)
                                                                                     ------------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES
 Loans to Cable California                                                             (4,215,525)                  -
 Purchase of Technical Services Broadband Inc., net of cash                               (89,113)                  -
 Purchase of property and equipment                                                       (72,940)            (20,000)
                                                                                     ------------         -----------
NET CASH USED IN INVESTING ACTIVITIES                                                  (4,377,578)            (20,000)
                                                                                     ------------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of stock                                                        2,898,225           3,487,232
 Purchase of treasury stock                                                              (850,803)                  -
                                                                                     ------------         -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                               2,047,422           3,487,232
                                                                                     ------------         -----------

NET INCREASE (DECREASE) IN CASH                                                        (1,965,533)          2,674,569
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD                                           2,059,309               9,438
                                                                                     ------------         -----------
CASH AND CASH EQUIVALENT, END OF PERIOD                                              $     93,776         $ 2,684,007
                                                                                     ============         ===========


                      See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>





                                       6
<PAGE>

                          LAS AMERICAS BROADBAND, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


1.   BASIS OF PRESENTATION

     The interim financial statements presented have been prepared by Las
     Americas Broadband, Inc. (the "Company") in accordance with accounting
     principles generally accepted in the United States for interim financial
     information and without audit. In the opinion of the management, all
     adjustments of a normal recurring nature necessary for a fair presentation
     of (a) the results of operations for the three and nine months ended
     September 30, 2001 and 2000, (b) the financial position at September 30,
     2001 and December 31, 2000, and (c) the cash flows for the nine months
     ended September 30, 2001 and 2000 have been made. Interim results are not
     necessarily indicative of results for a full year.

     The balance sheet presented as of December 31, 2000 has been derived from
     the financial statements that have been audited by the Company's
     independent public accountants. The financial statements and notes are
     condensed as permitted by Form 10-QSB and do not contain certain
     information included in the annual financial statements and notes of the
     Company. The financial statements and notes included herein should be read
     in conjunction with the audited financial statements and notes for the
     years ended December 31, 2000 and 1999 included in the Company's Annual
     Report on Form 10-KSB.

2.   STOCKHOLDERS' EQUITY

     Between July and  September  2001,  the Company  issued  940,000  shares of
     Common Stock, in connection  with a private  placement that was consummated
     in July 2001.  The shares of Common Stock were sold for $0.50 per share for
     an  aggregate  gross  offering  of  $470,000.  The  Company  also issued an
     aggregate  of 188,000  shares of Common  Stock  pursuant to a Finder's  Fee
     Agreement  entered  into in  connection  with the private  placement to two
     individuals who assisted with the private placement.

     In August  2001,  the Company  issued  3,650,000  shares of Common Stock to
     certain parties in full  satisfaction of agreed-upon  terms of a settlement
     agreement.

     In August  2001,  the  Company  issued a warrant to  purchase up to 500,000
     shares of Common Stock (the  "Warrant")  as  consideration  for  investment
     banking services previously rendered to the Company.  The exercise price of
     the  Warrant  is $0.02 per share and  includes  a  provision  for  cashless
     exercise. The exercise period is three (3) years from the date of issuance.





                                       7
<PAGE>


3.   SUBSEQUENT EVENTS

     In October  2001,  the Company  issued  487,654  shares of Common  Stock in
     connection  with the  cashless  exercise  of a warrant  to  purchase  up to
     500,000  shares of Common  Stock  previously  issued as  consideration  for
     investment banking services rendered.

     In October  2001,  the Company  commenced a private  placement of shares of
     Common  Stock at a  purchase  price of $0.35  per  share  for an  aggregate
     offering  of up to  [$1,500,000].  The Company  has thus far  received  net
     proceeds from the offering in the total aggregate amount of $1,064,565.50.





                                       8
<PAGE>

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

INTRODUCTION
------------

     The  Company  was  incorporated  under the laws of the State of Colorado on
June 8, 1991 and is the surviving corporation of a merger consummated on June 8,
1999.

     The Company,  through its  wholly-owned  subsidiary DDD  Cablevision,  Ltd.
d/b/a Country Cable ("Country Cable"), operates a cable and satellite television
network in Kern County,  California.  Country Cable serves  approximately  2,000
cable television  subscribers in the  unincorporated  areas of Kern County.  The
Company was issued a fifteen  (15) year Cable  Television  Franchise  License in
1991 by Kern County. To date, the Company has installed  approximately 175 miles
of coaxial  and feeder  cable  throughout  the Kern  County  area.  The  Company
transmits its programming with a spectrum energy of 450 megahertz (MHz).

     The Company maintains an existing cable  telecommunications  infrastructure
of a  three  stage  microwave  satellite  receiver  and  transmit  system  which
interconnects  into areas of the 175 miles of cable plants. The Company has been
issued a second cable franchise in the City of Tehachapi,  California. It is the
Company's intention,  subject to securing sufficient  financing,  to upgrade its
present cable  infrastructure and construct an additional 135 miles of cable and
plant facilities,  all of which will be in the form of fiber optical cable. This
would allow the Company to have the  availability to serve a potential market of
over 12,000  homes,  which  includes the present 2,000  subscribers.  The result
would be a communications  network  providing to its subscribers 120 channels of
programming,  business-to-business carriage data network and high-speed Internet
access.

     On December 19, 2000, the Company and Technical  Services Broadband Inc., a
California  corporation  ("TSBI"),  signed  an  Agreement  and  Plan of  Merger,
pursuant  to which TSBI became a  wholly-owned  subsidiary  of the Company  (the
"TSBI  Agreement").  The  transactions  contemplated  by the TSBI Agreement were
consummated on January 2, 2001. In light of the downturn in the current economic
environment,  which affected those businesses that require the services provided
by TSBI, the Company decided to discontinue TSBI's operations.

     The Company and Cable  California  S.A. de C.V., an entity  organized under
the United Mexican  States ("Cable  California"),  are  re-evaluating  the terms
pursuant to which the Company  was to acquire  shares of capital  stock of Cable
California in light of the  significant  capital  requirements  to develop Cable
California's   concession.

     In  anticipation of the proposed equity  investment,  the Company  advanced
funds to Cable California  pursuant to a promissory  note,  payable on demand in
the amount of up to $5,000,000.  The promissory  note is dated as of May 2, 2001
and bears  interest at a rate of 10% per annum.  The interest on the  promissory
note has been calculated retroactively. In October 2001, the promissory note was
amended and  restated,  and the  principal  amount of the loan was  increased to
$7,000,000.

     Cable  California  has  a 30  year  advanced  telecommunications  broadband
concession  from the Mexican  government  to construct  and operate one of Latin
America's  largest  fiber-optic  networks.  This  is a  750-MHz  network,  which
provides  high  speed  Internet,   telephony,   data  and  multi-channel   cable
televisions  to  residents  and  businesses.  The  concession  granted  to Cable
California permits the network to operate in the cities of Tijuana and Mexicali,
Mexico.



                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2001, the Company's cash and cash equivalents  amounted to
$93,776 and net accounts receivables from subscribers of $43,552.

     Accounts payable and accrued  expenses  increased by $396,907 from $441,704
at December  31, 2000 to $838,611 at  September  30,  2001.  The increase is due
primarily to the purchase of equipment to be used in  connection  with the Cable
California's operations in Mexico.

     Operating  activities  used net  cash in the  amount  $364,623  to fund the
Company's  cash loss from  operations  of $882,715  (net of non-cash  expense of
$13,600 for compensation,  $191,001 for the amortization of deferred  investment
banking services,  $609,117 for the loss from the discontinued operation of TSBI
and  $180,000  for  depreciation).  $629,001  of net  cash was  provided  by the
continuing  operations of the Company and net cash in the amount of $264,388 was
used in funding TSBI. The Company experienced an increase in accounts receivable
of $2,956.

     Net cash used in investing  activities  was  $4,377,578 for the nine months
ended September 30, 2000. The Company's primary investing  activities  included:
an outstanding  loan receivable to Cable California in the amount of $4,215,525,
which  bears  interest at a rate of 10%,  the  purchase of TSBI in the amount of
$89,113 and the purchase of property and equipment  for use in  connection  with
the Cable California operations in Mexico in the amount of $72,940.

     Financing activities provided net proceeds in the amount of $2,898,225 from
the issuance of shares of common stock in a private  placement that commenced in
July.  The Company  believes that its present cash and cash flow  generated from
operations, as well as additional future financing from outside sources, will be
sufficient to meet its operational needs.

RESULTS OF OPERATIONS FOR NINE-MONTH AND THREE-MONTH PERIODS ENDED SEPTEMBER 30,
2001 COMPARED TO NINE-MONTH  AND  THREE-MONTH  PERIODS ENDED  SEPTEMBER 30, 2000
--------------------------------------------------------------------------------

     Revenue  decreased  by $6,546  from  $157,319  for the  three-months  ended
September 30, 2000 to $150,773 for the  three-months  ended  September 30, 2001.
Revenue  decreased by $25,893 from $479,262 for the nine-months  ended September
30, 2000, to $453,369 for the nine-months ended September 30, 2001. The decrease
in  revenue  is the  result  of  subscribers  moving  outside  of the  area  and
cancelling their  subscriptions  for service and increased  competition from the
sale of inexpensive satellite dishes to consumers.

     Programming  content  expenses  decreased  by $2,534  from  $60,684 for the
three-months   ended   September  30,  2000  as  compared  to  $58,150  for  the
three-months ended September 30, 2001. Programming content expenses decreased by
$100,377 from $255,855 for the nine-months  ended September 30, 2000 as compared
to $216,591 for the nine-months  ended September 30, 2001. The decrease in these
expenses  is  primarily  the result of becoming a member of the  National  Cable
Television Cooperative, which results in lower programming costs.



                                       10
<PAGE>

     General and administrative expenses decreased by $259,783 from $578,246 for
the three-months ended September 30, 2000 to $318,463 for the three-months ended
September 30, 2001.  General and  administrative  expenses decreased by $674,093
from $904,193 for the  nine-months  ended September 30, 2000 to $230,100 for the
nine-months  ended  September  30,  2001.  The  decrease  in these  expenses  is
principally the result of the Company having no non-cash compensation expense.

     The Company's net loss of $326,411 for the three-months ended September 30,
2001  was a  decrease  of  $279,605  from  the  net  loss  of  $606,016  for the
three-months  ended  September 30, 2000.  The Company's net loss of $882,715 for
the nine-months ended September 30, 2001 was a decrease of $161,970 from the net
loss of $1,044,685 for the nine-months ended September 30, 2000. The decrease in
net loss for the three-months  and the nine-months  ended September 30, 2001 and
September 30, 2000, can be attributed to the factors discussed above.

GENERAL
-------

     Certain  statements in the foregoing  Management's  Discussion and Analysis
(the  "MD&A")  are  not  historical  facts  or  information  and  certain  other
statements  in the MD&A are forward  looking  statements  that involve risks and
uncertainties, including, without limitation, the Company's intention to upgrade
its present  cable  infrastructure  in Tehachapi,  California  and the Company's
ability to find a partner who can provide  financing to assist Cable  California
in developing the concessions in Tijuana and Mexicali, Mexico.



                                       11
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         -----------------
         None.

Item 2.  Changes in Securities and Use of Proceeds.
         -----------------------------------------
         In connection with a private placement consummated in July 2001, the
         Company issued 940,000 shares of Common Stock. The shares of Common
         Stock were sold to non-US Persons that are "accredited investors", as
         that term is defined in Regulation D, promulgated under the Securities
         Act of 1933, as amended (the "Securities Act"). The shares of Common
         Stock were sold at $0.50 per share and the aggregate offering price was
         $470,000. The Company received net proceeds in the total aggregate
         amount of $469,894, with the difference of $106 being attributed to
         charges incurred in connection with the wiring of the funds. The
         Company also issued 188,000 shares of Common Stock pursuant to a
         Finder's Fee Agreement entered into in connection with the private
         placement. The Finder's Fee Agreement provided for the issuance of a
         number of shares of Common Stock based on the amount of funds received
         in the private placement. The Company believes that the exemption
         afforded by Section 4(2) of the Securities Act and Regulation S
         promulgated thereunder, is applicable to the above issuances as
         transactions by an issuer not involving a public offering.

         In August 2001, the Company issued a Warrant to purchase up 500,000
         shares of Common Stock as consideration for investment banking services
         previously rendered to the Company. The exercise price of the Warrant
         is $0.02 per share and includes a provision for cashless exercise. The
         exercise period is three (3) years from the date of issuance.

Item 3.  Defaults Upon Senior Securities.
         -------------------------------
         None.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------
         None.

Item 5.  Other Information.
         -----------------
         None.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a)      Exhibits
                  -------

                  None.

         (b)      Reports on Form 8-K
                  -------------------

                  None.






                                       12
<PAGE>

                                   SIGNATURES



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

Date:  November 19, 2001


                                            Las Americas Broadband, Inc.


                                            By: /s/ Richard G. Lubic
                                                -------------------------------
                                                Name:  Richard G. Lubic
                                                Title: President and Chief
                                                       Executive Officer







                                       13