U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)

[ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended September 30, 2001
                                        ------------------

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from               to
                                        --------------   ------------------

                        Commission File Number: 2-86724D
                                                --------

                          Versacom International, Inc.
          -------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its Charter)

         Utah                                           87-0396692
-------------------------------         --------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

              1515 North Federal Highway, Boca Raton, Florida 33432
              -----------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 362-6022
                                 --------------
                           (Issuer's telephone number)

                  131 NW 13th Street, Boca Raton, Florida  33432
                  ---------------------------------------------
              (Former Name, former address and former fiscal year,
                          if changed since last Report)

         Check whether the issuer (1) has 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: 29,803,286 shares
of Common Stock as of November 20, 2001.

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




<PAGE>


                          VERSACOM INTERNATIONAL, INC.

PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements (unaudited)

<PAGE>

VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
<PAGE>
VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2001
<TABLE>
<CAPTION>
==============================================================================
ASSETS
==============================================================================

<S>                                                           <C>
CURRENT ASSETS
     Cash                                                      $    13,558
     Accounts receivable, net of allowance of $27,313              185,234
     Inventory                                                      34,112
------------------------------------------------------------------------------
         Total current assets                                      232,904

PROPERTY AND EQUIPMENT                                             110,283

CUSTOMER LIST, NET                                                  46,250

OTHER ASSETS                                                        37,757
------------------------------------------------------------------------------
         TOTAL ASSETS                                          $   427,194
==============================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
==============================================================================

CURRENT LIABILITIES
     Accounts payable                                          $ 1,231,108
     Notes payable                                                 351,930
     Current maturities of long-term debt                           17,561
     Current maturities of obligations under capital leases         15,403
     Current maturities of stockholder loans                        72,676
     Accrued wages and related taxes and benefits                  488,714
     Sales tax payable                                              72,870
     Other accrued liabilities                                     100,393
------------------------------------------------------------------------------
         Total current liabilities                               2,350,655

LONG-TERM DEBT                                                      40,883

OBLIGATIONS UNDER CAPITAL LEASES                                     3,295

STOCKHOLDER LOANS                                                  361,077
------------------------------------------------------------------------------
         TOTAL LIABILITIES                                       2,755,910
------------------------------------------------------------------------------
DEFICIENCY IN ASSETS                                            (2,328,716)
------------------------------------------------------------------------------
         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS            $   427,194
==============================================================================
</TABLE>
                     See accompanying notes.
                                       1
<PAGE>
<TABLE>
VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000

<CAPTION>

==============================================================================
                                     Three Months Ended      Nine Months Ended
                                        September 30,           September 30,
                                     -----------------------------------------
                                     2001         2000      2001       2000
==============================================================================
<S>                            <C>         <C>         <C>        <C>
NET SALES                      $   336,093  $ 708,789  $  846,030  $2,826,401

COST OF GOODS SOLD                 210,733    577,090     638,492   1,949,272
------------------------------------------------------------------------------
GROSS PROFIT                       125,360    131,699     207,538     877,129

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES          1,750,201    531,695   3,494,382   1,262,578
------------------------------------------------------------------------------
OPERATING LOSS                  (1,624,841)  (399,996) (3,286,844) (  385,449)
------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
   Other income                        333     15,438       7,382      18,579
   Interest expense             (   31,736)  ( 16,569) (   53,877) (   17,229)
------------------------------------------------------------------------------
    Total other income (expense)(   31,403)  (  1,131) (   46,495)      1,350
------------------------------------------------------------------------------
NET LOSS                       ($1,656,244) ($401,127)($3,333,339)($  384,099)
==============================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING       20,815,213 12,300,000 14,748,389   12,300,000
==============================================================================
NET LOSS PER SHARE -
BASIC AND DILUTED               ($    0.08) ($   0.03) ($   0.23)  ($    0.03)
==============================================================================
</TABLE>

                     See accompanying notes.
                                       2

<PAGE>
<TABLE>
<CAPTION>
VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY IN ASSETS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2001 (UNAUDITED)
==============================================================================
                                               Additional
                                Common Stock    Paid in   Accumulated
                            Shares      Amount  Capital      Deficit    Total
==============================================================================
<C>                     <S>       <S>      <S>        <S>         <S>
Balance at December
31, 2000                6,000,000 $ 6,000 ($    5,878)($1,215,549)($1,215,427)

Issuances for common
stock for repayment of
debt                    1,200,000   1,200      98,800           -     100,000

Issuance of common
stock for services      9,139,786   9,140   1,116,192           -   1,125,332

Assumption of net
liabilities of Encibar,
Inc. (as restated)      4,184,028   4,184  (    9,566)          -  (    5,382)

Issuance of common
stock for cash          4,335,440   4,335     815,365           -     819,700

Issuance of common
stock for business
acquisitions              109,854     110      40,290           -      40,400

Conversion of liabilities
to equity                 312,000     312     139,688           -     140,000

Net loss                        -       -           - ( 3,333,339)( 3,333,339)
------------------------------------------------------------------------------
Balance at September
30, 2001               25,281,108 $25,281  $2,194,891 ($4,548,888)($2,328,716)
==============================================================================
All stock information has been adjusted to give effect to the 1 for 1.2
forward stock split.
</TABLE>
                     See accompanying notes.
                                3
<PAGE>
<TABLE>
VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
<CAPTION>
==============================================================================
                                                2001             2000
==============================================================================
<S>                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                               ($3,333,339)       ($   384,099)
------------------------------------------------------------------------------
    Adjustments to reconcile net loss
    to net cash used in operating activities:
       Bad debts                                71,279              96,230
       Depreciation and amortization            57,943              24,344
       Asset impairment                              -              30,000
       Debt issued for services                400,000                   -
       Stock issued for services             1,125,332                   -
       Changes in operating assets and
       liabilities:
          Accounts receivable                 (103,319)           (206,408)
          Inventory                             15,260              19,372
          Accounts payable                     571,638             283,564
          Accrued wages and related taxes
          and benefits                         286,666             101,522
          Sales tax payable                    (25,017)             46,872
          Other accrued liabilities             25,587             (51,029)
------------------------------------------------------------------------------
              Total adjustments              2,425,369             305,723
------------------------------------------------------------------------------
                 Net cash used in operating
                 activities                   (907,970)            (78,376)
------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of equipment                      (47,653)               (377)
    Acquisition of customer list               (15,000)                  -
    Change in investments                            -              50,000
    Other assets                               (14,987)             (1,499)
    Cash balance of company acquired            12,241                   -
    Net liabilities of company acquired         (5,382)                  -
------------------------------------------------------------------------------
                 Net cash provided by (used in)
                 investing activities          (70,781)             48,124
------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt and notes
    payable                                   (112,920)             (5,164)
    Proceeds from long-term debt and notes
    payable                                     44,692              20,000
    Repayments on capital leases                (4,634)             (2,746)
    Repayments on stockholder loans             (9,443)            (58,802)
    Advances from stockholders                 237,000              88,000
    Issuance of common stock                   819,700                   -
------------------------------------------------------------------------------
                 Net cash provided by
                 financing activities          974,395              41,288
------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                 (4,356)             11,036

CASH - BEGINNING OF PERIOD                      17,914                 200
------------------------------------------------------------------------------
CASH - END OF PERIOD                           $13,558            $ 11,236
==============================================================================
Supplemental Disclosures of Cash Flow Information:

    Interest paid                              $28,006            $  3,009
==============================================================================
</TABLE>
                     See accompanying notes.
                                       4
<PAGE>
VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
==============================================================================
NOTE 1.           BASIS OF PRESENTATION AND CONSOLIDATION
==============================================================================

          Basis of Presentation
          The accompanying unaudited condensed consolidated financial
          statements have been prepared in accordance with accounting
          principles generally accepted in the United States for interim
          financial information and with the instructions to Form 10-QSB for
          quarterly reports under section 13 or 15(d) of the Securities
          Exchange Act of 1934.  Accordingly, they do not include all of the
          information and footnotes necessary for a complete presentation of
          financial position, results of operations and cash flows in
          conformity with accounting principles generally accepted in the
          United States.

          In the opinion of management, all adjustments considered necessary
          for a fair presentation have been included and such adjustments
          are of a normal recurring nature.  Operating results for the nine
          month period ended September 30, 2001 are not necessarily
          indicative of the results that may be expected for the year ending
          December 31, 2001.

          The audited financial statements for the year ended December 31,
          2000, which are included in the Company's Report on Form 8-K as
          amended, should be read in conjunction with these condensed
          consolidated financial statements.

          Basis of Consolidation
          The condensed consolidated financial statements include the
          accounts of VersaCOM International, Inc. (VersaCOM) and its wholly
          owned subsidiaries, VersaCOM Holdings, Inc. and Northeast
          Technologies, Inc. (collectively "the Company").  All significant
          intercompany balances and transactions have been eliminated in
          consolidation.

==============================================================================
NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
==============================================================================

          Use of Estimates
          The preparation of financial statements in conformity with
          accounting principles generally accepted in the United States
          requires management to make estimates and assumptions that affect
          the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities as of the balance sheet date and
          the reported amounts of revenues and expenses during the
          respective reporting period.  Actual results could differ from
          those estimates.
                                5
<PAGE>
==============================================================================
NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
==============================================================================

          Net Income (Loss) Per Share
          The Company applies Statement of Financial Accounting Standards
          No. 128, "Earnings Per Share" (FAS 128) which requires dual
          presentation of net income (loss) per share: Basic and Diluted.
          Basic income (loss) per share is computed using the weighted
          average number of common shares outstanding during the period.
          Outstanding stock options were not considered in the calculation
          of diluted loss per share for the three and nine month periods
          ended September 30, 2001 as their effect would have been anti-
          dilutive.  There were no potentially dilutive securities
          outstanding during the three and nine month periods ended
          September 30, 2000.

          New Accounting Pronouncements
          In September 2001, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 141, "Business
          Combinations," and No. 142, "Goodwill and Other Intangible
          Assets," effective for fiscal years beginning after December 15,
          2001.  Under the new rules, goodwill and intangible assets deemed
          to have indefinite lives will no longer be amortized but will be
          subject to annual impairment tests in accordance with the
          Statements.  Other intangible assets will continue to be amortized
          over their useful lives.

          The Company will apply the new rules on accounting for goodwill
          and other intangible assets beginning in the first quarter of
          2002.  Also during 2002, it will perform the required impairment
          tests of goodwill and indefinite life intangible assets as of
          January 1, 2002.

          In August 2001, the Financial Accounting Standards Board Issued
          Statement of Financial Accounting Standards No. 143 "Accounting
          for Asset Retirement Obligations", effective for fiscal years
          beginning after June 15, 2001.  This statement addresses financial
          accounting and reporting for obligations associated with the
          retirement of tangible long-lived assets and the associated
          retirement costs.

          In October 2001, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 144 "Accounting
          for the Impairment or Disposal of Long-lived Assets", effective
          for fiscal years beginning after December 15, 2001.  This
          statement addresses financial accounting and reporting for the
          impairment or disposal of long-lived assets.

          The Company has not yet determined what the effects of these
          Statements will be on its financial position and results of
          operations.
                                  6
<PAGE>
==============================================================================
NOTE 3.           REVERSE ACQUISITION
==============================================================================

          On March 7, 2001, the Company entered into an agreement and plan
          of merger with Encibar, Inc. (Encibar), a non-operating public
          reporting company. The agreement provides, among other things,
          that Encibar acquire all of the outstanding common stock of the
          Company in exchange for 10,460,000 shares of common stock of
          Encibar.  The agreement also provides for the Company to pay
          $400,000 to an investment consultant for services provided related
          to the merger.

          For accounting purposes, this transaction was treated as an
          acquisition of assets of Encibar by the Company and as a
          recapitalization of the Company (reverse merger).

==============================================================================
NOTE 4.           GOING CONCERN CONSIDERATIONS
==============================================================================

          The Company has negative working capital and has sustained
          operating losses and negative cash flows from operations and has
          experienced difficulty in meeting its obligations as they become
          due.  These factors raise substantial doubt about the Company's
          ability to continue as a going concern.

          Management believes the risk of this uncertainty is mitigated by
          certain events that have occurred subsequent to June 30, 2001,
          including the Company raising approximately $240,000 in equity.
          In addition, in June 2001, the Company engaged the services of
          several investment banking firms to raise additional equity.  The
          Company has commenced providing services as project manager
          pursuant to a contract with the federal government to supply DSL
          services which management believes will provide significant
          revenue in the year 2002.  The ability of the Company to continue
          as a going concern is dependent on generating operating profits
          and positive cash flows and/or generating additional debt or
          equity.

          The financial statements do not include any adjustments that might
          be necessary if the Company is unable to continue as a going
          concern.

==============================================================================
NOTE 5.     STOCK BASED COMPENSATION
==============================================================================

          In March 2001, the Company established a Stock Option Plan (the
          Plan) which provides for the Company to issue options to
          employees, directors and outside consultants of the Company.  The
          issuance and form of options shall be at the discretion of the
          Company's board of directors.  The Company has allocated 3,500,000
          shares of common stock to the Plan.

==============================================================================
     NOTE 6.     NOTE PAYABLE
==============================================================================

          In July 2001, as part of a settlement agreement relating to the
          $400,000 to be paid to the investment consultant described in Note
          3, the Company is required to pay the $400,000 on specified dates
          through February 15, 2002.
                                  7
<PAGE>
==============================================================================
NOTE 7.     SIGNIFICANT TRANSACTIONS
==============================================================================

          Northeast Technologies, Inc.

          In May 2001, VersaCOM acquired all of the outstanding stock of
          Northeast Technologies, Inc., a telecommunications company located
          in Maine, for 12,000 shares of the Company's common stock worth
          approximately $5,400.

          The acquisition was accounted for as a purchase and accordingly,
          the purchase price was allocated to the net assets acquired based
          on their estimated fair market values. No goodwill was recorded as
          a result of this transaction.

          Unaudited pro forma results of operations after giving effect to
          certain adjustments resulting from the acquisition for the nine
          month period ended September 30, 2001 and 2000 as if the business
          combination had occurred at the beginning of each period presented
          are not material to the financial statements and, accordingly, are
          not presented herein.

          OnCall Communications, Inc.

          In May 2001, VersaCOM purchased substantially all of the assets of
          OnCall Communications, Inc., a telecommunications networking
          company located in Winter Garden, Florida, which consisted
          principally of a customer list.  The purchase price was $15,000
          cash and 79,545 shares of the Company's common stock worth
          approximately $35,000.

          The acquisition was accounted for as a purchase and accordingly,
          the purchase price was allocated to the customer list which has a
          useful life of five years and is being amortized using the
          straight-line method.  Amortization expense for the nine month
          period ended September 30, 2001 amounted to $3,750.

          Unaudited pro forma results of operations after giving effect to
          certain adjustments resulting from the acquisition for the nine
          month period ended September 30, 2001 and 2000 as if the business
          combination had occurred at the beginning of each period presented
          are not material to the financial statements and, accordingly, are
          not presented herein.

==============================================================================
NOTE 8.     CONTINGENCIES
==============================================================================

          In March 2001, the Company entered into three consulting
          agreements with third parties for investment services in exchange
          for stock.  Subsequent to issuance of the shares, the Company
          cancelled the shares alleging nonperformance by the consultants.
          On August 31, 2001, the Company was advised by the Third Judicial
          Court in and for Salt Lake County, Utah to reissue the stock
          certificates.  Although the Court has not signed a formal order as
          of the date of these financial statements, the Company reissued
          2,760,000 shares.  The Company is unable to determine the outcome
          or resolution of the matter at this time.
                                  8
<PAGE>
==============================================================================
NOTE 9.     SUBSEQUENT EVENTS
==============================================================================

          In October 2001, the Company entered into agreements to acquire
          three networking and telecommunications interconnect companies in
          Maine, New Jersey and New Hampshire.

          In October 2001, a stockholder exercised options to acquire one
          million shares of common stock in exchange for payment of $50,000
          of long-term debt.
                                  9
<PAGE>

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

Cautionary Statement Regarding Forward-Looking Statements
---------------------------------------------------------

         Certain statements contained in this Section and elsewhere in this
report regarding matters that are not historical facts are forward-looking
statements. Because such forward-looking statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. All statements which address
operating performance, events or developments that management expects or
anticipates to incur in the future, including statements relating to sales and
earnings growth or statements expressing general optimism about future
operating results, are forward-looking statements. The forward-looking
statements are based on management's current views and assumptions regarding
future events and operating performance. Many factors could cause actual
results to differ materially from estimates contained in management's
forward-looking statements.  The differences may be caused by a variety of
factors, including, but not limited to, adverse economic conditions,
competitive pressures, inadequate capital, unexpected costs, lower revenues,
net income and forecasts, the possibility of fluctuation and volatility of the
Company's operating results and financial condition, inability to carry out
marketing and sales plans and loss of key executives, among other things.

Results of Operations
---------------------

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000
--------

         For the three months ended September 30, 2001, we generated revenues
of $336,093, a decrease from revenues of $708,789 for the corresponding
three month period of 2000. This decrease was primarily caused by inconsistent
sales while we develop more effective and efficient marketing capabilities. We
have implemented a plan designed to reallocate existing management skills, and
recruit qualified sales personnel, all in an effort to provide necessary
public company executive and administrative support, without reduction in
sales and marketing efforts.

         For the 2001 quarter, we incurred a net loss of $(1,656,244) or
approximately $(.08) per share, compared to a net loss of $(401,127) or
approximately $(.03) per share for the corresponding quarter in 2000. The net
loss was primarily attributable to the reduced sales and an increase in
executive and marketing personnel to manage an acquisition-minded public
company.

         Expenses of $1,750,201 for the quarter ended September 30, 2001
reflect a increase over expenses of $531,695 incurred during the quarter ended
September 30, 2000. This increase in expenses is primarily attributable to
increased personnel costs.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September
30, 2000
--------

         For the nine months ended September 30, 2001, we generated revenues
of $846,030, a decrease from revenues of $2,826,401 for the corresponding nine
month period of 2000. This decrease was primarily caused by inconsistent sales
while we develop more effective and efficient marketing capabilities. We have
implemented a plan designed to reallocate existing management skills, and
recruit qualified sales personnel, all in an effort to provide necessary
public company executive and administrative support, without reduction in
sales and marketing efforts.

         For the nine month period in 2001, we incurred a net loss of
$(3,333,339) or approximately $(.23) per share, compared to net loss of
$(384,099) or approximately $(.03) per share for the corresponding nine month
period in 2000. The net loss was primarily attributable to the reduced sales
and an increase in executive and marketing personnel to manage an
acquisition-minded public company.

         Expenses of $3,494,382 for the nine months ended September 30, 2001
reflect a increase over expenses of $1,262,578 incurred during the nine months
ended September 30, 2000. This increase in expenses is primarily attributable
to increased personnel costs.

Liquidity, Capital Resources and Plan of Operations
---------------------------------------------------

         As of September 30, 2001, we had a working capital deficit of
$2,117,751, in that our current liabilities exceeded our current assets by
that amount. At September 30, 2001, we also had an accumulated deficit of
$2,328,716.

        As of November 19, 2001 Versacom has acquired Northeast Technologies,
Inc. and Wolf Communications, Inc. of Portland, Maine; Tel Net
Telecommunications, Inc of Sommersworth (Boston Vicinity), New Hampshire;
Independence Telecommunications, Inc, of West Berlin (Philadelphia Vicinity),
New Jersey; Telecommunications One of Norwalk, Connecticut; and the assets of
On Call Telecommunications of Winter Garden (Orlando Vicinity), Florida. We
also opened an office in Sarasota, Florida. Thus, with our existing offices in
Boca Raton, Florida and Gaithersburg (Baltimore Vicinity), Maryland, Versacom
now has nine locations on the East Coast of the United States. Unless an
exceptional opportunity presents itself, we will now concentrate on
integrating the offices, introducing data services to the new offices,
increasing sales and going forward with an already commenced Government
Services Administration (GSA) contract.  The GSA contract is between GSA and
Net Connections Corporation (NCC) to provided broadband connections for US
Government agencies and for approximately 1,800,000 government employees that
Congress has required be enabled to telecommute. Versacom has been retained by
NCC as project manager to implement the contract.

PART II. OTHER INFORMATION
         -----------------

Item 1.  Legal Proceedings.

         On March 30, 2001, the Company filed a form S-8 registration
registering shares issuable to certain consultants, as well as the shares
covered by the Company's stock option plan. Thereafter, a lawsuit was
commenced by a former consultant to the Company, alleging that the issuance of
the shares to the consultants under the form S-8 violated the March 7, 2001
Plan of Reorganization involving the Company and Versacom International, Inc.,
a Florida corporation. The Company settled the lawsuit, in part by canceling
the shares issued to the consultants and covered by the S-8 registration
statement, and by agreeing to accelerate the payments on a $350,000 note due
the plaintiff and to pay $50,000 in expenses.  Subsequently, the Third
District Court in Utah orally ordered the transfer agent to reissue the
canceled shares.

Item 2.  Changes 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 required by Item 601 of Regulation S-B

                           None.

                  (b)      Reports on Form 8-K

                           During the period covered by this Report no Reports
                           on Form 8-K were filed.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.


                                    VERSACOM INTERNATIONAL, INC.



                                    By:    /s/ Fred Schwartz
                                         -------------------------------------
                                           Fred Schwartz
                                           President and Chief Executive
                                           Officer


Dated: November 20, 2001