UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                    For the Quarter ended September 30, 2000

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



                           Commission File No. 0-12116

                           ComTec International, Inc.
                 (Name of Small Business Issuer in its charter)

         New Mexico                                           75-2456757
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization                Identification No.)

            9350 East Arapahoe Road, Suite 340, Englewood, Co. 80112
                    (Address of principal executive offices)

                                 (303) 662-8069
                 (Issuer's Telephone Number Including Area Code)


                                       N/A
               (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 practical date:

Title of each class of Common Stock             Outstanding at March 10, 2000
-----------------------------------             -----------------------------
Common Stock, $0.001 par value                             68,078,791


           Transitional Small Business Disclosure Format (check one):
                               Yes             No   x
                                   -----          -----



<PAGE>


                                TABLE OF CONTENTS

            FORM 10-QSB REPORT - FOR QUARTER ENDED SEPTEMBER 30, 2000

                           COMTEC INTERNATIONAL, INC.

PART I

     Item 1.   Financial Statements

               Condensed Consolidated Balance Sheets -
               September 30, 2000  (unaudited) and June 30, 2000 (audited)   3

               Condensed Consolidated Statements of Operations               4
               Three Months ended September 30, 2000 and 1999
               and  from inception (unaudited)

               Condensed Consolidated Statements of Cash Flows               5
               Three Months ended September 30, 2000 and 1999
               and  from inception (unaudited)

               Notes to Financial Statements                                 6

     Item 2.   Management's Discussion and Analysis or Plan of Operation     7

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk   11

PART II

     Item 1.   Legal Proceedings                                            11
     Item 2.   Change in Securities                                         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.   Exhibit  and Reports on Form 8-K                             12

SIGNATURE PAGE                                                              13

                                       2
<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS
<TABLE>

                   COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                        (a Development Stage Enterprise)
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<CAPTION>
                                                      September 30, 2000     June 30, 2000
                                                         (unaudited)           (audited)
                                                     -------------------   -----------------
<S>                                                  <C>                   <C>
Assets

Current Assets

Cash and Equivalents                                 $             7,300   $           5,100

Receivable from License Sale                                     333,700                   -
                                                     -------------------   -----------------

Total Current Assets                                             341,000               5,100

Property and Equipment, net                                      983,000           1,034,100

License Rights                                                         -           1,390,700

Other Assets                                                       4,500               4,500
                                                     -------------------   -----------------

         Total Assets                                $         1,328,500   $       2,434,400
                                                     ===================   =================

LIABILITIES

Current Liabilities

Current Portion of Long Term Debt                                      -              13,900
Accounts Payable                                                  10,800              43,600
Accrued Liabilities                                              428,800             327,300
                                                     -------------------   -----------------

Total Current Liabilities                                        439,600             384,800
                                                     -------------------   -----------------

Long Term Debt, less current portion                              86,900           1,409,400
                                                     -------------------   -----------------

STOCKHOLDER'S EQUITY

Common Stock, .001 par value;
Authorized 100,000,000 shares;
39,697,196 shares issued
June 30, 2000 and September 30, 2000                              68,100              68,100

Capital in Excess of Par                                      16,047,700          16,047,700
Deficit accumulated during the
development stage                                            (15,313,800)        (15,475,600)
                                                     -------------------   -----------------

                                                                 802,000             640,200
                                                     -------------------   -----------------

         Total  Liabilities and Stockholders Equity  $        1,328,500    $       2,434,400
                                                     ==================    =================

</TABLE>


                                       3
<PAGE>

<TABLE>

                   COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                        (a Development Stage Enterprise)
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

<CAPTION>
                                                   For the Three Months Ended
                                                  -----------------------------
                                                                                   Cumulative
                                                  September 30,   September 30,   Amounts from
                                                      2000             1999         Inception
                                                   (unaudited)     (unaudited)     (unaudited)
                                                  -------------   -------------   ------------
<S>                                               <C>             <C>             <C>
Operating Expenses
   Selling, General and Administrative                  234,900         142,300      3,653,300
   Compensation in the form of common stock                   -               -      3,688,500
   Management fees- related party                             -               -         65,000
                                                  -------------   -------------   ------------


Loss before other expense (income)                      234,900         142,300      7,406,800
                                                  -------------   -------------   ------------

Other Income (expense)

Interest and Dividend Income                                  -         (56,000)       156,300
Interest expense                                              -         (51,000)    (1,415,100)
Rental and Other Income                                  62,900           6,100        243,100
Prepaid Calling Card services, less revenues                  -               -     (1,832,100)
Loan Origination Fees                                         -               -       (532,700)
Gain (Loss) on investments, foreclosures and            333,700               -     (1,185,000)
Write-down of intangibles and LED equipment                   -               -     (3,988,600)
                                                  -------------   -------------   ------------

Total Other Income (Expense)                            396,600        (100,900)    (7,886,700)
                                                  -------------   -------------   ------------

Net Gain (Loss)                                         161,700        (243,200)   (15,293,500)
                                                  =============   =============   ============

Weighted Average Common Shares Outstanding           47,094,211      39,697,196     20,985,248
                                                  =============   =============   ============

Net (Income) Loss per Common Share                            0           (0.01)          (.73)
                                                  =============   =============   ============


</TABLE>

                                       4
<PAGE>
<TABLE>


                   COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                        (a Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                        For the Three Months Ended
                                                        --------------------------
                                                                                    Cumulative
                                                         September   September 30,  Amounts from
                                                         30, 2000        1999       Inception
                                                        (unaudited)   (unaudited)   (unaudited)
                                                        -----------  -------------  -------------
<S>                                                     <C>          <C>            <C>
Operating activities:
  Net Gain (Loss)                                           161,700       (243,200)   (15,293,500)
                                                        ===========  =============   ============

  Adjustments to reconcile net loss to
   net cash used by operating activities:
      Depreciation expense                                   51,100         53,700        744,100
      Services and Interest exchanged for stock                   -              -      3,304,200
      Gain on Sale of Marketable Securities                       -              -        (10,000)
      Write Down of Intangible                                    -              -      3,988,600
      Losses on investments, foreclosure and disposal             -              -        677,200
      Changes in assets and liabilities:
      Accounts receivable                                         -          3,000        (25,300)
      Deposits and other                                          -         56,000         (2,500)
     (Increase) decrease in other current assets           (333,700)             -        322,600
     Increase (decrease) in account payable &               123,100         69,500      2,286,000
         liabilities
     Other Assets                                                 -              -        120,700
                                                        -----------  -------------   ------------

  Net cash from (used) in operating activities                2,200        (61,000)    (4,533,100)
                                                        ===========  =============   ============

Investing activities:
  Proceeds of Sale of Marketable Securities                       -              -        267,500
  Proceeds from acquisition                                       -              -         22,100
  License rights                                                  -              -       (424,300)
  Marketable securities                                           -              -       (255,600)
  Non-Operating assets                                            -              -        (25,000)
  Related Party                                                   -              -        (39,000)
  Purchase of property, plant and equipment                       -              -     (1,699,800)
  Other                                                           -              -       (140,000)
                                                        -----------  -------------   ------------
  Net cash used in investing activities                           -              -     (2,294,100)
                                                        ===========  =============   ============

Financing activities:
  Advances from related party                                     -              -      1,184,500
  Proceeds: private place of common stock                         -              -      1,138,900
  Proceeds: short term notes                                      -              -      1,295,100
  Warrants                                                        -              -         30,000
Convertible Debentures                                            -              -      4,100,000
  Payments on notes payable                                       -              -       (882,000)
  Payment on long-term notes payable                              -              -        (32,000)
                                                        -----------  -------------   ------------
  Net cash provided by financing activities
                                                                  -              -      6,834,500
                                                        ===========  =============   ============

Increase (Decrease) in cash
                                                              2,200        (61,000)         7,300
                                                        ===========  =============   ============
Beginning cash balance
                                                              5,100         70,500              -
                                                        ===========  =============   ============

</TABLE>


                                       5
<PAGE>


                   COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                        (a Development Stage Enterprise)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

     Note 1.

     a)  The  summary  of  the  Issuer's  significant  accounting  policies  are
     incorporated  by reference to the  Company's SEC Form 10-KSB as of June 30,
     2000.  The notes to the audited  financial  statements  presented  with the
     Company's  SEC Form 10-KSB as of June 30, 2000 are an integral  part of the
     audited balance sheet data presented herein.

     b) The  management  of  ComTec  International,  Inc. (the  Company) without
     audit has  prepared  the  financial  statements  included  herein.  Certain
     information  and  note  disclosures  normally  included  in  the  financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have  been  omitted.   The  accompanying   unaudited  condensed
     financial  statements  reflect  all  adjustments  which,  in the opinion of
     management,  are  necessary  for a  fair  presentation  of the  results  of
     operations,  financial position and cash flows. These financial  statements
     must be read in conjunction with the audited financial statements and notes
     to the financial  statements for the year ended June 30, 2000,  included in
     the  Company's  Form 10KSB for the year ended June 30,  2000 which has been
     filed with the Securities and Exchange  Commission by the Company,  as said
     notes to the financial statements are incorporated herein by reference. The
     results of the interim period are not necessarily indicative of the results
     for the full year.

     Note 2.

     The  sale  to CMSR  Systems,  Inc.  of 900  SMR  licenses  (book  value  of
     $1,390,700)  and the  assumption  of FCC debt in the  offsetting  amount of
     $1,390,700 by CMSR Systems, Inc. was approved by the FCC in September 2000.
     As a result,  the FCC license asset and the offsetting FCC debt (assumed by
     CMSR Systems,  Inc.) were  eliminated  from the balance sheet in a non cash
     transaction.  Additionally,  based upon an  auxillary  agreement  with CMSR
     Systems,  Inc.,  the Company  recorded a current asset from sale of the 900
     SMR  licenses in the amount of $333,750 as a result of the gain on the sale
     of the FCC licenses of $333,750.

     Note 3.

     Accrued  Salaries to a former director of $104,676 were eliminated  against
     executive  salaries.  This  payable  was for stock to be issued to a former
     director  in June 1997  (which  claim was  disputed  by the  Company).  The
     statute of limitations  has expired in which the former director could have
     made a claim  against  the  Company  and the  former  director  has made no
     claims.  Additionally a receivable for  overpayment of salary from a former
     officer of $136,220 was eliminated with a credit to executive salaries. The
     Company has a pending  claim  against  the former  officer,  however,  as a
     result of the former officer's  personal  bankruptcy filing, the collection
     of that amount is  doubtful  in the  foreseeable  future.  A  liability  of
     $70,333.72 (debt to executive salaries) was recorded to reflect a liability
     with respect to a current officer's employee stock options under a contract
     effective January 1, 1999.

     Note 4.

     On March 28, 1997 the  Shareholders  of the Company  approved a proposal to
     give the  Company's  Board of  Directors  authority  to institute a reverse
     stock split of from 3 for 1 to 100 for 1 at the  discretion of the Board of
     Directors  until  December  31,  1997.  On  December  26, 1997 the Board of
     Directors of the Company acted pursuant to shareholder authority granted at
     the Annual Meeting of Shareholders  held March 28th, 1997, to declare a one
     for five reverse stock split of the  Company's  .001 par value common stock
     effective 12:01 A.M.  January 31st, 1998. All share data and per share data
     is stated to reflect the reverse stock split.


                                       6
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

OVERVIEW

         ComTec International Inc. was incorporated on July 6, 1983 in the State
of New Mexico,  originally  under the name of Nisus Video,  Inc. The Company has
undergone  many  changes  to date as a result  of  certain  reorganizations  and
changes of management.  Historical  changes are more fully disclosed in prior 34
Act filings and the most recent  changes,  including  changes in management  are
described in the Company's  10-KSB for the year ended June 30, 2000. The Company
is currently authorized to issue 200,000,000 common shares, $0.001 par value and
10,000,000 preferred shares,  $0.001 par value. The Company has one wholly owned
operating subsidiary, American Wireless Network, Inc. ("AWN").

         American  Wireless  Network,  Inc. ("AWN") a wholly owned subsidiary of
the Company was incorporated under the laws of the State of Colorado on December
3, 1996, to act as the wireless communications operating entity for the Company.

         From  December 5, 1997 to June 1st,  1999,  AWN  operated  SMR sites in
seven Metropolitan Trade Areas in the southeastern U.S.A., operating specialized
mobile radio licenses purchased from Centennial Communications Corp. As a result
of the Asset  Acquisition  Agreement  (as amended)  entered into between AWN and
CMSR  Systems,  Inc. on April 15, 1999,  and reported on Form 8K filed April 30,
1999, the day to day SMR operations of AWN were been undertaken by CMSR Systems,
Inc., an unaffiliated  Nevada  Corporation,  under a management contract wherein
AWN supervised  management of the systems pursuant to FCC rules but actual hands
on operations  were conducted by CMSR Systems,  Inc. In September 2000, the sale
to CMSR Systems,  Inc. of 900 SMR licenses  (book value of  $1,390,700)  and the
assumption of FCC debt in the  offsetting  amount of $1,390,700 by CMSR Systems,
Inc. was approved by the FCC. As a result, the Company has no 900 SMR operations
after September,  2000. The communication equipment owned by the Company remains
under a lease to CMSR  Systems,  Inc.  The  Company is now  exploring  potential
acquisition and or merger  transactions with existing business  opportunities in
broadband  communications systems,  telecommunications,  information industries,
computer industry or other compatible business operations.

(a)      PLAN OF OPERATION:

         FORWARD-LOOKING STATEMENTS
         --------------------------

         The securities of the Company are speculative and involve a high degree
of risk,  including,  but not  necessarily  limited  to, the  factors  affecting
operating  results  described in the Form 10KSB for the year ended June 30, 2000
and other filings with the SEC. The statements  which are not  historical  facts
contained  in  this  report,  including  statements  containing  words  such  as
"believes,"  "expects,"  "intends,"   "estimates,"   "anticipates,"  or  similar
expressions,  are  "forward  looking  statements"  (as  defined  in the  Private
Securities Litigation Reform Act of 1995) that involve risks and uncertainties.

         The   foregoing   and   subsequent    discussion    contains    certain
forward-looking statements within the meaning of Section 27A of the Securities A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934,  which are  intended to be covered by the safe  harbors  created  thereby.
These forward-looking  statements include the plans and objectives of management
for future operations,  including plans and objectives  relating to the possible
further capitalization and future acquisitions of  telecommunications,  computer
related or other cash flow business.  The  forward-looking  statements  included
herein  are  based on  current  expectations  that  involve  numerous  risks and
uncertainties.  Assumptions  relating to the foregoing  involve  judgments  with
respect  to,  among  other  things,  future  economic,  competitive  and  market
conditions  and  future  business  decisions,  all of  which  are  difficult  or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
inaccurate and,  therefore,  there can be no assurance that the  forward-looking
statements  included in this Form 10-QSB will prove to be accurate.  In light of
the  significant  uncertainties  inherent  in  the  forward-looking   statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

                                       7
<PAGE>

         The Company has been and continues to be in the  development  stage and
from inception (March 15, 1994) has only generated  auxiliary revenues to defray
the cost of its planned  operations,  with only limited  success in implementing
actual   operations.   The  Company  has  financed  its  operations  during  the
development  stage from the sale of its common stock and from  issuance of short
and long-term debt.

         During the quarter ended September 30, 2000 and through the present the
Company  continued  as a  developmental  stage  entity  focused on  transfer  of
management  of its SMR systems and business to CMSR  Systems,  Inc.,  developing
alternative  strategic  plans,  efforts  to  acquire  financing,   developing  a
management  plan  and  maintaining  reporting  compliance  for  various  federal
government agencies, such as the SEC and FCC.

CURRENT STATUS AND OPERATIONS

         The Company has been and continues to be in the development  stage. The
Company has yet to commence its principal planned  operations and from inception
of the SMR business plan (March 15, 1994) has only generated  auxiliary revenues
to defray  the cost of its  planned  operations,  with only  limited  success in
implementing  actual operations.  The Company has financed its operations during
the  development  stage from the sale of its common  stock and from  issuance of
short and long-term debt.

CURRENT STATUS

         On  December  5,  1997 AWN  entered  the  initial  phase of a  purchase
agreement whereby AWN purchased seven operating SMR systems for $3,035,700.  The
wireless  communications assets and associated business acquired from Centennial
Communications Corp. lay within the following seven MTA's: Birmingham,  Alabama;
Knoxville,  Tennessee;  Memphis, Tennessee;  Nashville,  Tennessee; New Orleans,
Louisiana;  Oklahoma City,  Oklahoma;  Tulsa,  Oklahoma.  On April 15, 1999, AWN
executed an Asset  Acquisition  Agreement (as amended) with CMSR Systems,  Inc.,
("Buyer")  a Nevada  corporation  wherein  those  assets  are to be sold to CMSR
Systems,  Inc. The initial phase of the Asset Acquisition Agreement (as amended)
became  effective June 1, 1999. The purpose of the Asset  Acquisition  Agreement
was to facilitate the sale by American Wireless  Network,  Inc. to CMSR Systems,
Inc. of specifically  identified 900 MHz Licenses and American Wireless Network,
Inc.'s  customer base and customer lists  associated  with the specified 900 MHz
licenses.  The agreement also includes the lease of SMR related  equipment owned
by AWN to CMSR Systems, Inc. The sale, including the transfer of the licenses to
the Buyer and  assumption  of  approximately  $1,400,000  of  American  Wireless
Network,  Inc.'s debt to the Federal  Communications  Commission  related to the
licenses was finalized and closed in September  2000. AWN has recorded a current
asset of $333,700  pursuant to an auxiliary  agreement  with CMSR Systems,  Inc.
with respect to the  anticipated  liquidation  of the seven and one half percent
operating  interest in the operational  segment  represented by the licenses and
operations sold to CMSR Systems,  Inc. by AWN. The 900 MHz Licenses and American
Wireless  Network,  Inc.'s customer base and customer lists  associated with the
specified 900 MHz licenses  which were  transferred  to CMSR Systems,  Inc. were
originally  purchased by American  Wireless  Network,  Inc. on July 6, 1998 as a
part  of  the   acquisition  of  divisional   segment  assets  from   Centennial
Communications Corp. As a part of the Asset Acquisition  Agreement (as amended),
the Company has  assigned its tower site  licenses  and leased to CMSR  Systems,
Inc.  certain  SMR  related  transmission  equipment  for a five (5) year  term.
Management believes this agreement will relieve the Company of cash flow burdens
of debt service,  operating deficits and extensive  maintenance costs related to
the SMR systems.

FUNDING EFFORTS

         In the  previous  fiscal year and in the quarter  ended  September  30,
2000,  the  Company  continued  efforts in  connection  with  private  financing
proposals to fund future  merger or  acquisition  activities  as well as working
capital  needs.  The Company  has several  proposals  for private  funding  with
unrelated entities pending.  There is no agreement or requirement on the part of
any entity to provide financing to the Company. Should the Company be successful
in  obtaining   substantial   private   financing,   management  plans  to  seek
acquisitions of broadband communications,  telecommunication or computer related
businesses,  information and data services or other compatible  enterprises that
would generate  sufficient  cash flow to maintain debt service.  There can be no
assurances that the Company will be successful in the implementation of its plan
for acquisitions, other expansion or its overall business plan.

                                       8
<PAGE>

BUSINESS OPPORTUNITIES

         Within  the  telecom  industry,  an area of  primary  interest  for the
Company  is that of a  broadband  service  provider  (BCP),  offering  broadband
services at the local level. There are several reasons for this interest. First,
this segment of the telecom  industry is growing rapidly due the need for larger
bandwidth at home and at the office to provide high-speed Internet connectivity,
speed computer-to-computer  communications, and in general to provide integrated
voice,  data, and video  services.  Second,  there are large segments of the BCP
business  that are ideally  situated  for  consolidation  and there are existing
businesses that could be better  positioned for integrated voice, data and video
services,  including  ISP's,  wireless  providers,  cable TV and local telephone
companies,  particularly  in the  smaller  sized  markets.  Third,  the  Company
executives have extensive management  experience and depth in several key areas:
(a) companies in the telecommunications  industry,  including wireless broadband
services, competitive service providers, cable TV, Internet, and local telephone
service,  and (b)  management,  financing,  acquisition and development of small
telecommunications  businesses,  supplemented by management experience in large,
Fortune 500  companies.  Today,  there is a bottleneck  for broadband  services,
high-speed  access is expensive  and scarce for both  business  and  residential
users.  Several changes to the design and  functionally of existing  network and
new delivery systems are underway for delivery of high-speed  access,  including
broadband wireless (BBW), Cable TV based modem services, digital subscriber line
services  (DSL),  and  competitive  local exchange  carriers  (CLECs).  Although
technically not a part of the broadband  bottleneck,  the services offered by an
ISP are a direct beneficiary of the broadband revolution.

         The  Company  plans  to be a  significant  player  in the BCP  business
through acquisition and consolidation of businesses that either have an existing
broadband  service  or that have  networks  that  could be  modified  to provide
broadband  services.  Many of these  businesses are available for acquisition at
this time.  Typically these businesses are smaller  companies and the owners are
looking for an exit vehicle.  The owners may realize that  additional  resources
beyond  their  capabilities  are  required to provide the  services  demanded by
consumers, they find that the business does not fit into their portfolio for one
reason  or  another,  or they  are  ready  to move on to other  life  styles  or
endeavors.  Debt,  common stock, and cash from outside financing are anticipated
be used to consummate  the  acquisition  of companies in these  businesses.  The
local  broadband  access  market is  growing  rapidly  and the  rapid  growth is
expected to continue for many years.  Driven by needs for faster speed access to
the Internet,  the residential high-speed access market is expected to grow from
$1 billion in 1999 to $19 billion in the year 2004.

         The goal of the  Company  is to become a major  provider  of  broadband
services through acquisition.  Acquisition targets include existing providers of
wireless,  cable TV, phone, and CLEC companies, all of which may already be, but
not necessarily, providers of broadband services at the time of the acquisition.
Those  providers  that do not have  broadband  service  will be upgraded so that
broadband  services  will be  provided  to  their  customers  through  alternate
communication  vehicles.  The  acquisition of ISPs,  although  technically not a
broadband provider,  will also be investigated as acquisition  candidates due to
their position on the forefront of the customers  demanding  broadband services.
The  Company  expects to create  shareholder  value by  building  scale  through
acquisitions,  consolidating and integrating  fragmented,  independent wireless,
cable TV, phone CLEC and/or ISP companies,  and then leveraging our larger scale
to increase revenues and reduce costs. To acquire the desired target acquisition
companies which are now in a position to serve the broadband market, the Company
plans to utilize debt and common stock,  or a combination of debt and stock in a
convertible security.  Currently,  there are no formalized agreements to acquire
any entity or assets in the broadband communications services area.

(b)      LIQUIDITY AND CAPITAL RESOURCES

         The Company reported net income (unaudited) of $161,700 for the quarter
ended  September 30, 2000 and has reported net losses from inception  (March 15,
1994) to September 30, 2000 of  $15,293,500.  The Company had deficient  working
capital at September  30, 2000 of $98,600.  To date,  these losses and cash flow
deficiencies have been financed principally through the sale of common stock and
warrants and issuance of short and long-term debt which  includes  related party
debt.  Additional  capital and/or  borrowings will be necessary in order for the
Company to continue in existence until attaining profitable operations. Although
a portion of  convertible  debt was  liquidated  through the  issuance of common
stock, no assurances can be given that the sources of borrowings would continue.
The  Company  is highly  leveraged  and a number of  developments  over the past
quarter had material adverse effects on the Company.

                                       9
<PAGE>

         Management has continued to develop a strategic  business plan to raise
private financing,  develop a management team, maintain reporting compliance and
seek  new  expansive  areas  in  broadband  communications,  telecommunications,
informational  and related  business.  In order to reduce negative cash flow the
Company  entered  an  agreement  to  sell  its  FCC  licenses  to  satisfy  debt
requirements  and in a plan anticipated to generate cash flows, has entered into
an agreement to lease its SMR equipment.

         From  November 1, 2000 to the end of fiscal  year ended June 30,  2001,
the Company  estimates its cash needs to maintain  operations  under its current
negative cash flow situation is approximately  $300,000. This amount is composed
of $300,000 for working capital assuming that current operations continue in its
present status.  These amounts do not include offsets for anticipated amounts of
cash generated from operations or proceeds from lease income or sales of assets.

         The Company has limited capitalization and is dependent on the proceeds
of private or public offerings to continue as a going concern and implementing a
business  plan. As of September 30, 2000,  the unaudited  results of the Company
indicated deficit working capital of $98,600.  All during fiscal 2000 and to the
date of this filing,  the Company has had and  continues  to have a  substantial
need for  working  capital for normal  operating  expenses  associated  with the
Company continuing as a going concern.  This lack of cash has slowed its ability
to develop SMR assets and initiate revenue producing operations. Any activity in
the telecommunication  industry requires adequate financing and on-going funding
sources.  The Company has entered  this  industry  with  limited  financing  and
funding sources.

         At September 30, 2000 (unaudited), the following contingent stock issue
requirements and warrants were outstanding:

     -    Shares  reserved  for  the  Company's   incentive  stock  option  plan
          (980,000).

     -    Shares  reserved  for  contingent  issue with  respect to  outstanding
          warrants exercisable at $2.90 per share associated with converted debt
          and LED Screens (7,083,333), expiring in March 2001.

     -    Shares  reserved  for  contingent  issue with  respect to  outstanding
          warrants exercisable at $2.90 per share associated with converted debt
          related  to the SMR Asset  purchase  (17,600,000),  expiring  in March
          2001.

     -    On February 16, 1998, the Company entered into a letter agreement with
          the Company,  which  remains to be  formalized,  by which James Krejci
          became  employed  as  Chief  Operations  Officer  of the  Company  and
          President and CEO of AWN. The letter  agreement calls for a three year
          employment  agreement with the  opportunity  for Mr. Krejci to obtain,
          through common stock option agreements, up to ten percent (10%) of the
          outstanding  common stock of the Company over a three year period. The
          preliminary  agreement  as  modified  calls for Mr.  Krejci to receive
          stock options  vesting in equal annual  increments to equal to a total
          of 10% of the  Company's  outstanding  common shares over a three year
          period  ending  February  16,  2001.  The  strike  price of all of the
          potential options,  as modified (repriced) by Board of Director action
          on October 7, 1998,  is $.056 per share,  representing  80% of the bid
          price of the Company's  common stock on September 2nd, 1998,  (closing
          bid price $.07) Mr. Krejci's actual  appointment date as President and
          CEO of the Company.  On May 6, 1999, as additional employee incentive,
          the  non  interested  members  of the  Board  of  Directors  passed  a
          resolution granting Mr. Krejci a four year option, to become effective
          after July 1, 1999, to purchase 1,300,000 shares of the Company's .001
          par value common stock at a strike price of $.05 per share, based upon
          a  calculation  of 111% of the .045 bid  price of the  stock on May 6,
          1999.  On March 20, 2000, as additional  employee  incentive,  the non
          interested  members  of the  Board of  Directors  passed a  resolution
          granting Mr. Krejci a four year option, to become effective after July
          1, 2000, to purchase  1,300,000 shares of the Company's .001 par value
          common  stock at a  strike  price of $.111  per  share,  based  upon a
          calculation of 111% of the .10 closing bid price of the stock on March
          21, 2000. No options have actually been issued  pursuant to agreements
          with Mr. Krejci.

     -    Effective January 1, 1999, the Company entered into a letter agreement
          with Gordon  Dihle,  which remains to be  formalized,  by which Gordon
          Dihle became employed as Chief Financial  Officer of the Company.  The
          letter agreement calls for a three year employment  agreement with the
          opportunity  for Mr.  Dihle to obtain,  through  common  stock  option
          agreements, up to seven and one half percent

                                       10
<PAGE>

          (7.5%) of the  outstanding  common  stock of the Company  over a three
          year period. The preliminary  agreement calls for Mr. Dihle to receive
          stock options vesting in annual increments of 2.5% to equal a total of
          7.5% of the  Company's  outstanding  common  shares  over a three year
          period.  The  strike  price of all of the  options is $.056 per share,
          representing  80% of the bid price of the  Company's  common  stock on
          September  2nd,  1998,  (closing  bid price $.07) Mr.  Dihle's date of
          appointment as Chief Financial Officer of the Company. On May 6, 1999,
          as additional  employee  incentive,  the non interested members of the
          Board of Directors passed a resolution  granting Mr. Dihle a four year
          option, to become effective after July 1, 1999, to purchase  1,000,000
          shares of the Company's  .001 par value common stock at a strike price
          of $.05 per share,  based upon a  calculation  of 111% of the .045 bid
          price of the stock on May 6, 1999.  On March 20, 2000,  as  additional
          employee  incentive,  the  non  interested  members  of the  Board  of
          Directors  passed a resolution  granting Mr. Dihle a four year option,
          to become  effective after July 1, 2000, to purchase  1,000,000 shares
          of the  Company's  .001 par value  common  stock at a strike  price of
          $.111 per share,  based upon a calculation  of 111% of the .10 closing
          bid price of the stock on March 21,  2000.  No options  have  actually
          been issued pursuant to agreements with Mr. Dihle.

         During  quarter ended  September 30, 1998,  the Company  continued as a
development stage enterprise.  The Company's financial  statements are therefore
not  indicative of anticipated  revenues  which may be attained or  expenditures
which may be incurred by the Company in future periods. The Company's ability to
achieve profitable  operations is subject to the validity of its assumptions and
risk factors within the industry and pertaining to the Company.

         For the quarter ending September 30, 2000, the Company incurred General
and Administrative Expenses of $234,900, an increase of $92,600 from the quarter
ending September 30, 1999, when the Company incurred expenses of $142,300. These
expenses included nonrecurring costs related to write off of balance sheet items
related to a former  officer and a former  director.  The Company also  reported
"Other Income" of $396,600,  consisting of a one time gain of $333,700 resulting
from the closing of the sale of 900 SMR licenses and operations to CMSR Systems,
Inc. and income from rents and equipment lease payments of $62,900 earned during
the quarter. The Company's Quarter ended September 30, 2000 financial statements
reflect adjustments and nonrecurring items of both revenue and costs, as well as
development stage costs and are not indicative of anticipated revenues which may
be  attained  or  expenditures  which may be  incurred  by the Company in future
periods.

         The Company's  independent public accountants have included explanatory
paragraphs in their reports on the Company's financial  statements for the years
ended  June 30,  2000 and  1999,  which  express  substantial  doubt  about  the
Company's ability to continue as a going concern.  As discussed in Footnote 2 to
the consolidated financial statements, included with the Company's June 30, 2000
Form 10KSB,  the Company  has  suffered  recurring  losses from  operations  and
accumulated  deficit that raises substantial doubt about its ability to continue
as a going concern.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As of the date  hereof,  all the  Company's  debt bears fixed  interest
rates,  however,  the fair market  value of this debt is sensitive to changes in
prevailing  interest  rates.  The Company  runs the risk that market  rates will
decline and the required  payments will exceed those based on the current market
rate.  The Company does not use interest rate  derivative  instruments to manage
its exposure to interest rate changes.

                                     Part II

ITEM 1.  LEGAL PROCEEDINGS

LITIGATION WITH FORMER OFFICER AND DIRECTOR

         On February 1, 1999 Donald Mack, the former CEO, President and director
of ComTec International,  Inc. filed a complaint in the District Court, City and
County of Denver, State of Colorado,  Civil Action Number 99CV634,  Courtroom 6,
against  ComTec  International,  Inc.  ("ComTec")  as  well  as  two  individual
defendants,  a current  officer and a shareholder of ComTec.  On March 24, 1999,
ComTec  filed  its  Answer  and  extensive  Counterclaims  against  Donald  Mack
("Mack").  Mack  alleges  that he is  entitled  to  continued  compensation  and
benefits  based  upon a  March  31,  1997  addendum  to his  December  26,  1995
employment  contract  (which

                                       11
<PAGE>

expired in May of 1998).  Mack further  alleges that  although he resigned as an
officer in June 1998, he was wrongfully induced to resign.  Mack alleges that he
is due salary,  car allowance,  health plan payments,  life insurance  payments,
stock bonuses and other items from June 30, 1998 through June 30, 2002. ComTec's
answer  states that the March 31, 1997  addendum is null and void as a matter of
law,  denies any  wrongdoing or  inducement  and denies any and all liability to
Mack. ComTec's answer further states as affirmative  defenses that Mack's claims
are barred by the  doctrine of estoppel  and unclean  hands,  that the March 31,
1997 addendum was entered into under circumstances of fraud and illegality, that
Mack's  claims are barred by failure  of  consideration,  fraud and  illegality,
waiver, failure to mitigate,  that Mack's alleged claims are more than setoff by
the  counterclaims  of ComTec against Mack and that Mack's alleged  damages,  if
any, are the result of Mack's own actions.  ComTec  believes it has  meritorious
and virtuous  defenses and  anticipates  that it will vigorously and effectively
defend  against  any and all  claims  by Mack.  The  Company  filed a number  of
Counterclaims against Mack. Among the Counterclaim allegations of ComTec against
Mack are allegations that an agreement entered into in May of 1995, whereby Mack
gained  control of ComTec through an agreement for ComTec to purchase the assets
of a corporation  controlled by Mack, KeyStone Holding Corporation,  was entered
into  with  intent  to  defraud  ComTec  and  its   shareholders.   Among  other
allegations,  ComTec alleges that  misrepresentations  and omissions of material
fact were made by Mack prior to the Keystone transaction,  that Mack used ComTec
as an instrumentality for his own personal benefit and affairs,  that Mack acted
to conceal material facts regarding Mack's ultra vires and unauthorized  acts in
the name of ComTec.  ComTec  further  alleges  that Mack took  unauthorized  and
unearned  bonuses  in stock of  ComTec  and  cash,  that  the  execution  of the
employment  addendum through which Mack is alleging amounts are now due him from
ComTec was accompanied by  circumstances  of fraud and collusion,  and that Mack
made  unauthorized  use of ComTec's funds and property.  ComTec's claims against
Mack include: intentional  misrepresentation/fraudulent inducement regarding the
Keystone  Transaction;  fraudulent  concealment/constructive  fraud;  breach  of
warranty;  breach of fiduciary duty; conversion;  fraudulent  conveyance;  civil
theft pursuant to C.R.S.  Sections  18-4-401 and 18-4-405 and  securities  fraud
pursuant  to  C.R.S.  Section  11-51-501.  ComTec  seeks  monetary  damages  and
constructive trust as well as Declaratory  Judgment pursuant to C.R.C.P.  57. In
October of 1999, the Plaintiff,  Mack, filed for bankruptcy protection.  Various
motions are now pending with respect to the Mack bankruptcy matter as it relates
to the Company's claims against Mack as well as issues related to the status and
jurisdiction of Mack's allegations  against the Company.  In September 2000, the
state court action was remanded  back to state court with the  Company's  claims
against  Mack  intact.  ComTec  believes  it has  meritorious  claims  and  will
resolutely pursue its claims against Mack.

         On February 14, 2000, the Company was served with a Complaint  filed in
Superior Court of California,  County of Los Angeles, Central Division, Case No.
BC 224058 entitled A-1 Business Products,  Inc. vs. ComTec  International,  Inc.
The complaint alleges damages of approximately  $200,000 with respect to alleged
financing arrangements.  In September, 2000, the Plaintiff amended its complaint
to  include  as  defendants  two  employees  of the  Company  as  well as to add
allegations  of  fraud  to its  compliant.  The  Company  believes  that  it has
meritorious  defenses and will vigorously  defend against the allegations of the
Complaint.  The  Company has not yet filed its answer to the  complaint  but has
filed an initial motion to dismiss for lack of personal  jurisdiction  which has
yet to be ruled upon. Due to the preliminary nature of the proceedings,  further
information is not available.

         Except for the  foregoing,  no non-course of business or other material
legal  proceedings,  to which the Company is a party or to which the property of
the  Company  is  subject,  is  pending  or  is  known  by  the  Company  to  be
contemplated.

ITEM 2.    CHANGE IN SECURITIES.    NONE

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

27       Financial Data Schedule

                                       12
<PAGE>

(b)      The Company filed the following reports on Form 8-K:

         August 30, 2000 - Current Form 8-K to report the increase in authorized
shares  approved at the annual  meeting and issuance of common stock in exchange
for release of debt.




                                   SIGNATURES


         Pursuant  to  the  requirements  of  the  Section  13 or  15(d)  of the
Securities  Exchange Act of 1934, the Company has duly caused this report signed
on its behalf by the Undersigned, thereunto duly authorized.

                                        COMTEC INTERNATIONAL, INC.

Date:   November 17,  2000              By:    /s/ James J. Krejci
                                           --------------------------------
                                           James J. Krejci, President and
                                           Chief Executive Officer

                                        By:    /s/ Gordon Dihle
                                           --------------------------------
                                           Gordon Dihle, Chief Financial Officer