UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                           FORM 10-QSB
                                
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934
            For the Quarter ended September 30, 1996
                   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.)

            10855 E. Bethany Drive, Aurora, CO  80014
            (Address of principal executive offices)
                                
                         (303) 743-7983
         (IssuerOs Telephone Number Including Area Code)
                                
                  Common Stock, $.001 par value
                        (Title of Class)
                                
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
                                
           ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                   DURING THE PAST FIVE YEARS
                                
Check  whether  the  issuer has filed all documents  and  reports
required  to be filed by Sections 12, 13 or 15(d) of the Exchange
Act  after  the distribution of securities under a plan confirmed
by a court.
                                
                         Yes  __   No X
                                
Indicate the number of shares outstanding of each of the issuerOs
classes  of common equity, as of the close of the period  covered
by this report:
                                
  47,413,874XX,XXX,XXX Shares of Common Stock ($.001 par value)

TABLE OF CONTENTS

FORM 10-QSB REPORT - FOR QUARTER ENDED SEPTEMBER 30, 1996

ComTec International, Inc.

PART I

  Item 1.                                      Financial Statements   1
  Item 2. ManagementOs Discussion and Analysis or Plan of Operation   1

PART II

  Item 1.                                         Legal Proceedings   5
  Item 2.                                      Change in Securities   6
  Item 3.                           Defaults Upon Senior Securities   6
  Item 4.       Submission of Matters to a vote of Security Holders   6
  Item 5.                                         Other Information   6
  Item 6.                          Exhibit  and Reports on Form 8-K   8

SIGNATURE PAGE                                                    9

INDEX TO THE FINANCIAL STATEMENTS                                10

PART I

ITEM 1.   FINANCIAL STATEMENTS
                      Comtec International
                   Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                            June 30,     September 30,
                                              1996           1996
                                                  (Unaudited)
Assets
<S>                                            <C>                <C>
Current assets
 Cash                                     $   27,482         $ 97,319
 Officer receivable                           25,446           79,435
 Prepaid expenses
  and other current assets                     1,610            6,850
      Total current assets                    54,538          183,604

Property and equipment, net                2,149,633        2,159,797

Other assets
 Deposits and other                           97,904          102,544
 License rights                               75,000        1,597,000
                                             172,904        1,699,544

Total assets                             $ 2,377,075       $4,042,945

Current liabilities
 Accounts payable                        $   206,086       $  257,527
 Accrued payroll - officer                    31,000           46,000
 Other accrued expenses                      258,584          168,496
 Short-term notes payable                    236,182          668,632
 Current portion of long-term debt           622,835          620,000
     Total current liabilities             1,354,687        1,760,655

Long-term debt                               344,584          347,419

Interest in preferred stock of
 subsidiary                                  172,720          172,720

Series  C  convertible  preferred  
 stock,  $10  stated  par   and
 liquidation value; 1,500,000 shares
 authorized, 39,700 and  0  as of  
 September  30,  1996 and June 30, 1996, 
 respectively,  shares issued  and 
 outstanding; $397,000 liquidation value
 subordinated to Series A and Series B
 liquidation value                                -           397,000

Commitments and contingencies

Stockholders' equity
Series   A  convertible  preferred  
 stock,  $1  stated  par   and
 liquidation  value; 1,000,000 shares 
 authorized,  420,000  shares issued and 
 outstanding; $420,000 liquidation preference  420,000        420,000
Series   B  convertible  preferred  
 stock,  $5  stated  par   and liquidation
 value; 1,500,000 shares authorized, no 
 shares  issued and outstanding; liquidation 
 subordinated to Series A liquidation value        -               -
Common  stock,  $.001  par value; 50,000,000 
  shares  authorized, 47,413,875  and 
  41,299,254 shares issued and outstanding
  as  of September 30, 1996 and June 30, 
 1996, respectively                             41,299         47,414
Additional paid-in capital                   6,148,899      7,265,113
Prepaid media agreements                    (1,300,000)    (1,300,000)
Stock held in escrow                        (1,225,000)    (1,225,000)
 Deficit accumulated during the 
  development stage                         (3,580,114)    (3,842,376)
    Total stockholders' equity                 505,084      1,365,151

Total liabilities and stockholders' 
 equity                                   $  2,377,075    $ 4,042,945
</TABLE>
           COMTEC INTERNATIONAL INC. AND SUBSIDIARIES
                (a Development Stage Enterprise)
                                
              Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                              Cumulative
                              For the Three Months Ended        Amounts
                                     September 30,               from
                                  1995           1996         Inception
                             (Unaudited)    (Unaudited)      (Unaudited)
<S>                              <C>             <C>               <C>
Expenses
 General and Administrative   $  980,961    $  316,485       $ 3,640,345
 Management fees - related
  party                               -         15,328            80,328
 Interest expense, net                -             -            258,000
    Total expenses               980,961       331,813         3,978,673

Rental and other income           50,957        69,551           156,703

Net loss                      $ (930,004)   $ (262,262)     $ (3,821,970)

Weighted average common 
 shares outstanding           17,426,193    46,763,127        21,656,634

Net loss per common share     $     (.05)   $     (.01)     $       (.18)
</TABLE>

             COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES                    
                Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                  Cumulative
                                For the Three Months Ended          Amounts
                                       September 30,                 from
                                  1995               1996         Inception
                              (Unaudited)        (Unaudited)     (Unaudited)
<S>                                <C>               <C>              <C>
Operating activities
 Net loss                      $ (89,226)      $  (262,262)     $ (3,821,970)
 Adjustments to reconcile
  net loss to net cash used
  in operating activities
   Depreciation and 
    amortization                   2,895            22,534           142,238
  Issuance of stock for
   services                           -                 -          1,718,667
  Changes in assets and
   liabilities
    Receivables                       -            (53,989)          (79,435)
    Prepaid expenses                  -             (5,240)            4,260
    Accounts payable and 
     accrued expenses             70,960           (23,647)        1,047,496
                                  73,855           (60,342)        2,833,226
      Net cash used in
       operating activities      (15,371)         (322,604)         (988,744)

Investing activities
 Purchase of property,
  plant and equipment 
  and trade name                      -            (32,698)         (105,446)
 Cash received in reverse
  acquisition                         -                  -            22,170
 Purchase of non-operating
  assets, net                         -            (75,000)         (100,000)
 Other                                -             (4,640)          (84,142)
      Net cash provided by
       (used in) investing 
       activities                     -           (112,338)         (267,418)

Financing activities
 Advances from related
  party                            30,033               -            184,495
 Proceeds from sales of
  common stock                        -            422,329         1,052,054
 Payments on notes payable
  and related party notes          (7,048)              -           (141,937)
 Proceeds from short-term
  notes payable                       -             82,450           233,450
 Payments on long-term
  notes payable                       -                 -             (4,581)
 Proceeds from exercise of
  warrants                            -                 -             30,000
       Net cash provided by
        financing activities       22,985          504,779         1,353,481

Increase in cash                    7,614           69,837            97,319

Cash, beginning of period           4,501           27,482                -

Cash, end of period             $  12,501       $   97,319        $   97,319

Supplemental disclosures of non-cash investing and financing
activities

Purchase of building
 Prepaid interest                                                 $    10,000
 Land                                                                 424,967
 Building                                                           1,456,403
 Note payable                                                        (269,000)
 Mortgage payable                                                    (972,000)
 Preferred stock                                                     (592,720)
 Common stock                                                        (338,156)
 Special distribution                                                 280,506

                                                                  $       -
</TABLE>


           COMTEC INTERNATIONAL INC. AND SUBSIDIARIES
                (a Development Stage Enterprise)
                                
              Consolidated Statement of Cash Flows


Continued from previous page.



During  the  period from inception (March 15, 1994) to  September
30,  1995,  the  Company  financed the acquisition  of  land  and
building,  and of communications equipment from officers  of  the
Company  through the issuance of notes payable and  issuances  of
common  and preferred stock.  Additionally, the Company  financed
the  acquisition  of  an automobile and computer  equipment  from
related parties through notes payable.

During the year ended June 30, 1996 and the period from inception
(March 15, 1994) to September 30, 1995, the officers of Key  Comm
relieved  the  Company  from liability for  accrued  salaries  of
$24,100 and $217,000 (Note 9).

Additionally,  Keystone, an affiliated company,  forgave  amounts
owed by Key Comm and Key Car in the amount of $184,495.

During  the  year ended June 30, 1996, there were  various  other
noncash  transactions involving conversions  of  debt  and  other
accrued liabilities to common stock.

During  the  three months ended September 30, 1996,  the  Company
acquired  license  rights  for $150,000  cash,  a  $350,000  note
payable,  $700,000  of  common stock and  $397,000  of  preferred
stock.

Assets   and   liabilities  acquired  from  Comtec   in   reverse
acquisition:

                                              Cumulative Amounts
                                                      from
                                                   Inception

Cash                                              $  22,170
Note receivable                                      35,000
Allowance for doubtful accounts                     (16,390)
Trade name                                            3,500
Accounts payable                                    (60,246)
Accrued expenses                                    (92,443)
Notes payable - related parties                     (70,000)
Short-term notes payable                            (52,500)
Common stock                                        230,909

                                                   $      -

Supplemental disclosure of cash flow information:
Cash paid for interest                             $ 76,166



                   COMTEC INTERNATIONAL, INC.
                                
         Notes to the Consolidated Financial Statements


Note 1.   Accounting Policies

(a)   The summary of the Issuer's significant accounting policies
  are incorporated by reference to the Company's SECForm 10-KSB as
  of June 30, 1996.

(b)   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.  The results of the  interim
  period are not necessarily indicative of the results for the full
  year.

Note 2.   Acquisitions

On  August  6,  1996,  the  Company  closed  on  the  DCL  option
agreements  which  resulted in 1,380 SMR  licenses  being  placed
under  the control of the Company.  The Company paid $150,000  in
cash,  issued  a $350,000 note payable, $700,000 in common  stock
and $397,000 in preferred stock.  The Company is obligated to pay
an  additional $397,000 in preferred stock as these licenses  are
placed  in operation.  A prorated amount of this preferred  stock
obligation will be paid as each license is placed in operation.





ITEM 2.        MANAGEMENTOS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

(a) Plan of Operation:

      On  May,  10,  1995, The CompanyOs strategic business  plan
changed    from   gaming   and   transportation    to    wireless
telecommunications.  Initially, tThe CompanyOs  initial  emphasis
will  be  certain  Specialized Mobile  Radio  (SMR)  acquisitions
currently  under contract or in negotiations; and  the  secondary
focus  will  be on other communications services and  activities.
These  other services and activities are anticipated  to  include
GPS  products  for  the  transportation industry;  long  distance
services    (Switching,    Prepaid   Calling    Cards,    POS/ATM
Transactions);  and Satellite uplinking services.  To  date,  the
CompanyOs  activities  have  been  limited  to  raising   initial
capital,  hiring its initial employees, negotiating and acquiring
its  initial  SMR systems and channels, developing its  strategic
business  plan and commencing further acquisitions  of  operating
SMR companies.

      The  Company  has  agreements to  enter  targeted  markets,
acquire  SMR  channels,  acquire  or  form  joint  ventures  with
existing operators, develop, construct and market SMR system  and
selectively convert any Analog SMR system to Enhanced Specialized
Mobile   Radio  (ESMR  or  Digital)  to  provide  digital  mobile
services.  On  August  6,  1996,  the  Company  purchased  option
agreements  covering 1,380 (YX) SMR channels granted an  Extended
Implementation  Waiver  by  the Federal Communication  Commission
(OFCCO). Included in this acquisition was 1,055 channels expiring
on October 31, 1996 given to the Company at no additional cost to
possibly  place in operation by the October deadline. As  of  the
date  of  this  filing, the 1,055 October channels have  expired.
Management  Agreements and Option Contracts give  a  Company  the
right to control, build-out and expand SMR service for a specific
radio frequency in a given territory.

      The Company has recently targeted several SMR companies  to
acquire.   These companies have control of Management  Agreements
and  Option  Contracts  for over 4,700  additional  SMR  channels
licensed  by  the  FCC, in approximately 40 states.  This  is  in
addition  to  the 1,380 currently under contract. If  consummated
and  fully  constructed, these proposed transactions could  cover
areas with a total combined population in excess of 100,000,000.

      The CompanyOs goal is to aggregate channels in its proposed
operating  territories  and  increase  revenues  and  number   of
subscribers  in  the  first twelve to eighteen  months.   Through
acquisition  and  management of radio licenses,  construction  of
newly licensed SMR systemtations, and the acquisition of existing
SMR  systems the Company could increase the customer base and the
corresponding revenues in the proposed operating territories.  As
a  particular  market  is  entered, the goals  are  to  aggregate
sufficient  channel capacity, increase the number of subscribers,
and  increase recurring revenues per subscriber by  the  sale  of
additional  value  added services such as two-way  paging,  voice
messaging,  long-distance interconnect fees and  high-speed  data
interconnect. By combining its licenses with existing systems  in
particular  markets,  the Company will be able  to  increase  the
capacity or efficiencies of the traditional SMR system, which  to
permits  growth by adding additional subscribers.
      As the CompanyOs traditional SMR systems approach capacity,
continued subscriber growth and related revenue increases may  be
slowed  to insure system quality and customer satisfaction  while
progress is made on the implementation of new technology such  as
Digital Enhancements or Enhanced Specialized Mobile Radio (E
      In  the  past,  the  Company has  executed  some  of  these
activities through wholly-owned subsidiaries.  These subsidiaries
,  which  will  be dissolved and consolidated into one  operating
company by the end of fiscal year ended June 30, 1997.

(b) Liquidity and Capital Resources

      The CompanyOs strategic business plan is highly dependented
upon  acquiring  operating SMR companies,  adding  the  CompanyOs
unconstructed  radio  channels under  management  agreements  and
options, and then consolidating theall redundant operations.  The
Company  believes this acquire/augment/consolidate strategy  will
increase the overall profits. revenues from SMR services  and  at
the  same time lower the overall general and administrative costs
of the consolidated groups.

     On July 27, 1995 the Company acquired all of the outstanding
voting  stock of John Sandy Productions, Inc. (JSP), a  privately
held  corporation  under the sole control of John  Santucci.  The
business purpose of this self-supporting video production company
was  to  obtain in-house marketing and media production expertise
to    support    the   CompanyOs   marketing   of   its    future
telecommunication services. As of the date of  this  filing,  the
Company  has agreed to terminate the original purchase  agreement
of JSP with John Santucci. For accounting purposes, the CompanyOs
total  cash investment in this wholly-owned subsidiary  has  been
recorded in other assets as of September 30, 1996.

      During  the  quarter ended September 30, 1996, the  Company
increased   its   activities  in  targeting  SMR  operators   for
acquisition.  On August 6, 1996, the Company executed  management
option  agreements covering 1,380 (YX) SMR channels in 20  states
through  DCL  Associates,  Inc. (ODCLO)  a  private  company  who
assisted  Comtec  in  obtaining  the  options.  Pursuant  to  the
acquisition  agreement this transaction is valued at  $1,988,357.
The  Company  satisfied its closing obligations as of  August  6,
1996,   defined  as  the  option  closing  date  in  the   option
agreements,  with  payment of $149,127  in  cash  and  subsequent
issuance  of  a  combination of the CompanyOs  common  stock  and
preferred stock. National build-out plans have started as of  the
date  of this filing with the selection of initial SMR sites  for
construction, the identification of radio equipment required  and
the  negotiation of leasing tower sites for the CompanyOs system.
The  Company  is  required by the FCC to have at  least  139  SMR
channels  operational  by the end of the calendar  year  1996  in
order  to  maintain  the 1,380 channels currently  under  an  FCC
Extended   Implementation  Waiver  (increasing  the   operational
deadline for these channels to December 1998.)

     This strategy is highly dependent upon having adequate funds
to  1).  acquire companies and radio spectrum, 2). construct  new
SMR  sites, and 3). create an efficient support operation for the
consolidated entities. To date, the Company has used cash and its
own Common and Preferred Stock to acquire SMR licenses, start the
process  to  acquire  operating  companies  and  supplement   the
expansion  of its management and support operations.  As  of  the
date of this filing, the Company estimates its cash needs by  the
end  of  December  31,  1996 to execute the  first  part  of  its
business  plan  to  be  $1,862,000. This amount  is  composed  of
$1,112,000 for the construction of 139 SMR channels, $600,000  as
initial  payments  to  close  on  three  targeted  operating  SMR
companies and $150,000 for working capital.

      The Company has limited capitalization and is dependent  on
the  proceeds  of private and public offerings to continue  as  a
going  concern,  implementing its business  plan  and  completing
targeted  acquisitions. As of September 30, 1996,  the  unaudited
results  of the Company indicated assets of $4,042,945,  negative
working  capital of $1,577,051, and debt in default of  $856,182.
All  during fiscal year 1996 and to the date of this filing,  the
Company  has  had  and continues to have a substantial  need  for
working  capital  to  cure defaults on debt obligations  and  for
normal  operating expenses associated with the Company continuing
as  a going concern. This lack of cash has slowed its ability  to
acquire  SMR  companies and start the construction phase  of  its
business  plan. Any activities in the wireless industry  requires
adequate financing and on-going funding sources. The Company  has
entered this industry with limited financing and funding sources.

      The  Company is currently in discussions with one  or  more
companies  for  private and/or public debt and equity  financing.
package(s).  In September 1996, the Company started  to  raise  a
minimum  of  $1 million ($5 million maximum offering)  through  a
private  placement.  In connection with this  offering,  American
Investment Services has agreed to assist the Company, on  a  best
efforts  basis, in placing this Series B Preferred Stock offering
with private investors.

      On  October  23,  1996, the Company  has  obtained  a  firm
commitment  to  underwrite a $25 million debt and a  $15  million
common  stock  secondary  offering.  Although  the  Company  will
endeavor  to finance its working capital needs through additional
debt  or  equity  financing,  there  is  no  assurance  that  any
financing  will  ultimately be obtained. In  addition,  any  debt
financing  may  require  the  Company  to  mortgage,  pledge   or
hypothecate its assets. As of June 30, 1996, the Company  was  in
default  covering certain notes payable and short term notes  and
there is no guarantee these defaults can or will be cured.

     At  September 30, 1996 (unaudited), the number of shares  of
common stock outstanding along with the following:

         Shares issued subsequent to September 30, 1996
         The preferred stock conversion features
    The options outstanding on the media contract and the
finders fee
    The conversion of the Key Car preferred stock to Comtec
common stock
    The contingent shares under the value guarantees
    Conversion of Key Car preferred stock to common stock
    Shares reserved for the Company's incentive stock option
plan

     Exceed  the  total  authorized common  stock  by  11,352,898
shares.   Should the above transactions occur, the Company  would
be  required to repurchased 11,352,898 shares in the open market.
The  average bid price per share as of October 11, 1996  is  $.85
per  share  resulting in a contingent liability of  approximately
$9,649,963 as of September 30, 1996.

     On  March 29, 1996, the Board of Directors approved a common
stock  reverse split in an amount to be determined by the  Board.
Additionally,  on  October  25,  1996,  the  Board  of  Directors
approved an increase in the number of authorized shares of common
stock  from 50,000,000 to 100,000,000.  The stockholders  of  the
Company  have  not  approved  these  transactions  with  a  proxy
statement  expected to be sent in the second  quarter  of  fiscal
1997.

      As  of  the date of this filing, the Company has authorized
Series B Preferred Stock, stated value $5.00, in connection  with
the  private  placement.  The Company  has  authorized  Series  C
Preferred Stock, stated value $10.00, in connection with the  DCL
acquisition  of 1,380 SMR license options and has  issued  39,700
shares of this preferred series.

      During  quarter  ended  September  30,  1996,  the  Company
continued  as  a  development  stage  enterprise.  The  CompanyOs
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 CompanyOs plan  to
achieve profitable operations is subject to the validity  of  its
assumptions  and risk factors within the industry and  pertaining
to the Company.

      As  of   September 30, 1996, $35,000 consisting of a short-
term  note  due  Phillips Energy Corp. and  $121,000   due  Local
Service  Corp,  are in dispute via counter-claims  against  Local
Service  Corp.  and  Phillips Energy. As of September  30,  1996,
$420,000 of preferred shares had been authorized and issued,  but
are  being  held  pending the outcome of  the  CompanyOs  counter
claims  against  Local  Service  Corp.,  International  Corporate
Development  LTD,  Premier  Financial  Services,  Inc.,  Phillips
Energy Corporation, and the individuals: John Watson, Frank Grey,
and Bob Leaventhal. (see Part II Item 1. LEGAL PROCEEDINGS).

Forward-Looking Statements

The foregoing and subsequent discussion contains certain forward-
looking  statements  within the meaning of  Section  27A  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   additional   acquisitions   of    wireless
communications  licenses and operating companies.   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.

Pending Acquisitions:

     GPS Communications, Inc. (OGPSIO) is a private company under
agreement   with  the  Company  to  sell  all  its  patents   and
intellectual  rights on three commercial products which  use  the
federally   owned  tracking  system  called  Global   Positioning
Satellite (GPS). This transaction is valued at $325,000.  Payment
for these assets will be made in the form of the CompanyOs common
stock  valued at $100,000 plus royalties paid on any GPS products
sold  up  to  a maximum payment of $225,000. This transaction  is
expected  to close prior to the end of calendar year  ended  1996
and is subject to certain conditions being met by GPSI.

     Network Teleports, Inc. (ONTIO) is a private corporation and
a proposed majority owned subsidiary of the Company pursuant to a
contract to purchase 61% of the issued and outstanding shares  of
NTI.   NTI   is  currently  broadcasting  television  and   cable
programming  along with other data and transmission services  via
satellite  uplink from its hub located in New Orleans, Louisiana.
Pursuant to the acquisition agreement this transaction is  valued
at  $915,000.  The  purchase payments are being  held  in  escrow
pending  final  FCC  approval of the transaction  and  final  due
diligence review. The Company expects this transaction  to  close
in the first quarter of calendar year 1997 pending the outcome of
the CompanyOs due diligence review.

      Telecosm & Associates L.C. (OTelecosmO) is a Limitedprivate
Liability Company under contract with the Company to sell  option
and management agreements covering 2,199 licenses. These licenses
are  currently governed by the a special FCC build-out  extension
called the Chang/Goodman Waiver (OCGWO). The continuation of  the
CGW  is  subject to final approval by the FCC in the near future.
As  of the date of this filing, the contract has expired. In  the
event  these  channels  are  granted an  Extended  Implementation
Waiver  by  the  FCC,  the Company intends to  proceed  with  the
purchase  of the management and option agreements from  Telecosm.
As  of  the date of this report, Telecosm has verbally agreed  to
extend the CompanyOs obligation.

       Commercial  Communications  Inc.  (OCCIO)  is  a   private
corporation  whose  primary business  is  providing  SMR  two-way
dispatch  services. CCI is currently protected under  Chapter  11
laws  of the United States Bankruptcy Courts. The Company has  an
acquisition agreement to acquire the assets and business  of  CCI
in a transaction valued at $500,000. Payment for this system will
be the combinationmade in the form of a promissory note and and a
combination  of  the CompanyOs common stock and preferred  stock.
CCI'sThe revenues are yet to be audited. and Iit is expected that
as  a result of the bankruptcy proceedings, CCI may have suffered
some  loss  ofa  percentage  of lost revenues.   TheHowever,  the
initial value in this acquisition will be additional SMR channels
(radio  spectrum) and an experienced technical staff. As  of  the
date  of this filing, the acquisition of CCI of this company  has
been  approved  by  the  United  States  Bankruptcy  Court.,   is
undergoing Ffinal due diligence is being performedreview  by  the
Company The transactionand is expected to close before the end of
theis calendar year.

      The  Company also has three additional operating  companies
ready  to  close within the next 120 days from the date  of  this
filing.  Pursuant to the non-disclosure agreements executed  with
these  companies,  we  can  not  provide  the  company  names  or
locations until the transaction is closed. These companies have a
combined  annual  revenue in excess of $2,000,000  and  indicated
assets  in  excess of $3,000,000. These amounts  are  subject  to
change  pending  independent audit of their financials  and  fair
market valuation of their assets.

Quarter Ended September 30, 1996.

      For  the  quarter  ending September 30, 1996,  the  Company
closed  on the DCL option agreements which resulted in 1,380  SMR
licenses  being  placed under the control  of  the  Company.  The
Company  paid  $150,000 in cash, issued a $350,000 note  payable,
$700,000  in  common stock and $397,000 in preferred  stock.  The
Company  is obligated to pay an additional $397,000 in  preferred
stock  as  these  licenses are placed in  operation.  A  prorated
amount  of this preferred stock obligation will be paid  as  each
license is placed in operation.

      For the quarter ending September 30, 1996, the Company sold
3,314,621 shares of common stock for $422,329 in cash.

      For  the  quarter  ending September 30, 1996,  the  Company
recorded  other  income  of  $69,551.   For  the  quarter  ending
September 30, 1995, the Company recorded other income of $50,957.
During the September 1996 and 1995 quarters, the Company recorded
rental  income from the commercial property in Parker,  Colorado.
During  September 30, 1996, the Company recorded proceeds from  a
favorable settlement of a lawsuit by Key Communications, a wholly-
owned  subsidiary  of  the Company and  rental  income  from  the
commercial  property  in  Parker,  Colorado.  No  revenues   were
generated  from  the  CompanyOs  wireless  business  during   the
quarters ending September 30, 1995 and 1996, respectively.

      For  the  quarter  ending September 30, 1996,  the  Company
incurred  total  expenses of $331,813.  For  the  quarter  ending
September  30, 1995, the Company incurred expenses  of  $980,961.
This   decrease  is  attributed  to  three  significant  one-time
expenses  incurred during September 30, 1995: 1). placement  fees
paid to a private placement firm for placing over $400,000 of the
CompanyOs common stock ($73,500 paid in the form of the CompanyOs
stock),   2). management fees paid to a wireless management  firm
for  work  associated with SMR companies targeted by the  Company
($373,000 paid in the form of the CompanyOs stock) and 3). a one-
time  charge  due  to  the expiration of a Letter  of  Intent  to
acquire  an  operating  SMR company ($50,000  forfeiture  of  the
escrowed cash amount).

      For  the  quarter ending September 30, 1996, the  CompanyOs
incurred  officers salaries expense of $59,000. For  the  quarter
ending  September  30,  1995,  the  CompanyOs  incurred  officers
salaries expense of $124,794. This decrease is due to the Company
being  able  to  recruit senior executives with  cross-functional
abilities in finance, operations and business development.




Part II

ITEM 1.   LEGAL PROCEEDINGS

Local  Service Corporation vs. ComTec International, Inc..   This
suit  (the "Receivership Action") was filed in December  1995  in
the  District Court for Arapahoe County, Colorado.  Local Service
Corporation, the former owner of the Company's building at  10855
E.  Bethany Drive in Aurora, Colorado (the "Company's Building"),
sought the appointment of a receiver for the Company, dissolution
of  the  Company,  and an inspection of the Company's  books  and
records.  Plaintiffs' claims were based upon alleged illegal  and
fraudulent  acts  on  the  part of the  Company's  management  in
encumbering  the Company's real estate without consideration  and
corporate waste and mismanagement.  On January 4, 1996, the court
entered  an order appointing John Watson as receiver.  On January
12, 1996, upon motion filed by the Company, the court vacated the
order  appointing the receiver and ordered the  receiver  not  to
interfere  with the Company's business.  On March  6,  1996,  the
Company  filed  counterclaims against Local Service  Corporation,
International  Corporate  Development  Ltd.,  Premier   Financial
Services,  Inc., Phillips Energy Corporation, John Watson,  Frank
Grey,  and  Bob  Laventhal.  The Company is seeking  undetermined
monetary  damages  for actions of this group arising  from  their
attempt  to seize control of the Company.  This case is scheduled
for a jury trial in September 1997.

Local Service Corp. has also filed for foreclosure of its deed of
trust  on  the Company's commercial property located at 10672  S.
Parker  Road, Parker, Colorado (the "Parker Property"), based  on
the  Company's  failure to pay monthly payments to Local  Service
Corp.  for  the Company's Building.  The Parker Property  secured
the  Company's obligations on the Company's Building,  which  was
purchased  from Local Service Corp. on May 30, 1995.  Foreclosure
is  scheduled for November 4, 1996.  The Company is allowing  the
creditor to take posession of the property in lieu of paying  the
note due.

The   following  suits  involve  individuals  or  companies   who
participated in or encouraged the Receivership Action against the
Company:

   Premier  Financial  Services, Inc. vs.  ComTec  International,
   Inc.  and  Keystone  Holding Corp.  This  suit  was  filed  on
   September  30, 1996, in the District Court for  the  City  and
   County of Denver, Colorado.  Premier Financial Services,  Inc.
   alleges  that  the Company breached the terms of a  consulting
   agreement  pursuant  to which Premier was to  receive  certain
   compensation  for finding an acquisition for Keystone  Holding
   Corp..  An answer is due November 5, 1996.
   
   Wayne  Johnson vs. Key Communications Group, Inc.  and  ComTec
   International,  Inc.   This suit was filed  on  September  30,
   1996  in the District Court for the City and County of Denver,
   Colorado.   Wayne Johnson alleges nonpayment of  a  promissory
   note  in  the  principal amount of $40,000 plus interest.   An
   answer  is  due  November 5, 1996.  The  Company  proposes  to
   claim  that  an offset is due the Company based  on  a  signed
   employment agreement with Mr. Johnson.
   
   Gayle  A.  Couture  vs.  Key Communications  Group,  Inc.  and
   ComTec  International, Inc.  This suit was filed on  September
   30,  1996  in  the District Court for the City and  County  of
   Denver,  Colorado.   Gayle  Couture alleges  nonpayment  of  a
   promissory  note  in the principal amount  of  $8,300.95  plus
   interest.   An  answer is due November 5, 1996.   The  Company
   proposes  to claim that an offset is due the Company based  on
   a signed employment agreement with Ms. Couture.
   
   Phillips  Energy  Corp. vs. ComTec International,  Inc.   This
   suit  was  filed  on September 30, 1996 in the District  Court
   for  the City and County of Denver, Colorado.  Phillips Energy
   Corp.   alleges  nonpayment  of  a  promissory  note  in   the
   principal amount of $35,000 plus interest.  An answer  is  due
   November 5, 1996.
   
   Wayne  Johnson  vs.  Donald Mack.   This  suit  was  filed  on
   September  30,  1996 in the District Court for  the  City  and
   County  of Denver, Colorado.  Wayne Johnson claims for  unpaid
   wages  for  services performed.  An answer is due November  5,
   1996.
   
   Gayle  A.  Couture vs. Donald Mack.  This suit  was  filed  on
   September  30,  1996 in the District Court for  the  City  and
   County  of Denver, Colorado.  Gayle Couture claims for  unpaid
   wages  for  services performed.  An answer is due November  5,
   1996.
   
   ComTec International, Inc. d/b/a ComTec Holding Corp. vs.  Tim
   Degarmo,  DBI  Design Builders, LLC and all  other  occupants.
   This  suit  was filed on April 19, 1996 in the District  Court
   for  Arapahoe  County,  Colorado.  The Company  initiated  the
   action to evict DBI Builders for nonpayment of rent.  DBI  was
   the  contractor  for the tenant finish work performed  on  the
   Company's   Building  and  it  counterclaimed   for   $27,000,
   allegedly owed for tenant finish work. The Company then  filed
   a  counterclaim  alleging  that  DBI's  failure  to  obtain  a
   construction  permit, shoddy workmanship,  and  nonpayment  of
   DBI's  subcontractors.  The Company and Donald Mack have  also
   filed  a  claim against Tim Degarmo for defamation. This  suit
   is scheduled for trial on October 20, 1997.

Other suits involving the Company are:

   Shamrock   Electric   Co.  vs.  Nattem  U.S.A.   Incorporated;
   Keystone  Holding  Corp.;  ComTec International;  Tim  Degarmo
   T.B.A.  DBI  Construction  a/k/a  DBI  Design  Builders  a/k/a
   Carlton  Builders Inc.; David L. Terry; Celia M. Terry;  Local
   Service  Corporation; Spelman Mortgage and Investment Company;
   Kansas  City  Life  Insurance Company; Sunset  Life  Insurance
   Company  of America; Key Communications Group; Golesh  Door  &
   Trim,  Inc.;  Roberta  F. Gillis, Public Trustee  of  Arapahoe
   County,  and  any and all occupants.  This suit was  filed  in
   April  16,  1996  in the District Court for  Arapahoe  County,
   Colorado.   This  is a mechanic's lien action seeking  payment
   for   work  performed  on  the  Company's  Building   in   the
   approximate  amount  of $13,000.  Kansas City  Life  Insurance
   Company  and Golesh Door & Trim, Inc. have each counterclaimed
   and  filed for judicial foreclosure on the Company's Building.
   Not  all  of  the parties have responded in this  action.   No
   trial  date has been set.  The Company is attempting  to  cure
   the defaults to stop the foreclosure action.
   
   Sunset  Life Insurance Company of America vs. CTI Real Estate,
   Inc.   This  suit was filed in September 1996 in the  District
   Court  for  Arapahoe County, Colorado.  Sunset Life  Insurance
   Company  seeks  the appointment of a receiver  to  manage  the
   Company's Building.  The court has directed that this suit  be
   consolidated with the action filed by Shamrock Electric Co.

      Except for the foregoing, no 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

ITEM3.    DEFAULTS UPON SENIOR SECURITIES. NONE

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE

ITEM 5.   OTHER INFORMATION

  (a)    CHANGES   IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
  ACCOUNTING AND DISCLOSURE
  
        On  December 15, 1995, the Company dismissed  Michael  B.
  Johnson,  as  its independent Certified Public  Accountant  and
  retained  Causey  Demgen & Moore Inc., of Denver,  Colorado  as
  its  independent  Certified Public  Accountants.   The  Company
  duly reported this change in accountants to the Securities  and
  Exchange  Commission  in  its Form  8-K  current  report  dated
  December 15, 1995. During the year end June 30, 1995,  and  the
  subsequent  interim  period, there  was  no  disagreement  with
  Michael  B.  Johnson on any manner of accounting  principle  or
  practice, financial statement disclosure or auditing  scope  or
  procedure,   which  disagreement,  if  not  resolved   to   the
  satisfaction  of  those accountants, would have  caused  it  to
  make  reference  to the subject matter in connection  with  its
  report.  The  Company  dismissed  Michael  B.  Johnson  as  the
  CompanyOs  independent accountant due to delays  in  commencing
  their  audit work. During the CompanyOs two most recent  fiscal
  years,  and  the interim period since completion  of  its  last
  fiscal  year,  the Company had not consulted  Causey  Demgen  &
  Moore  Inc.  with  respect  to the  application  of  accounting
  principles  to  a  specified transaction,  the  type  of  audit
  opinion  that  might  be  rendered on the  CompanyOs  financial
  statements   or  any  matter  that  was  the   subject   of   a
  disagreement or reportable event.
  
        On  August 14, 1996, Causey Demgen & Moore Inc., declined
  to  stand for reelection as the CompanyOs independent Certified
  Public  Accountants for the fiscal year ended  June  30,  1996.
  The  Company  duly reported this change in accountants  to  the
  Securities  and  Exchange Commission in its  Form  8-K  current
  report  dated  August 22, 1996. During the year  end  June  30,
  1995,  and  the  subsequent  interim  periods,  there  was   no
  disagreement with Causey Demgen & Moore Inc. on any  manner  of
  accounting   principle   or   practice,   financial   statement
  disclosure  or auditing scope or procedure, which disagreement,
  if  not  resolved  to  the satisfaction of  those  accountants,
  would  have  caused it to make reference to the subject  matter
  in connection with its report.
  
        On August 29, 1996, the Company retained Ehrhardt, Keefe,
  Steiner   and  Hottman,  PC,  of  Denver,  Colorado,   as   its
  independent Certified Public Accountants. During the  CompanyOs
  two  most  recent fiscal years, and the interim  periods  since
  completion  of  its  last  fiscal year,  the  Company  had  not
  consulted  Ehrhardt,  Keefe,  Steiner  and  Hottman,  PC   with
  respect  to  the  application  of accounting  principles  to  a
  specified transaction, the type of audit opinion that might  be
  rendered  on the CompanyOs financial statements or  any  matter
  that  was  the  subject of a disagreement or reportable  event.
  The  Company  duly reported this change in accountants  to  the
  Securities  and  Exchange Commission in its  Form  8-K  current
  report dated September 12, 1996.

ITEM 6.   EXHIBITS AND REPORTS

(a) & (b) Financial Statements and Schedules.  See Index to Fin
ancial Statements beginning on page 7.

(c)   Exhibits.  The following documents are filed herewith or
incorporated herein by reference as Exhibits:

Exhibits

2.0  Acquisition of John Sandy Productions, Inc. dated July 26,
1995. (1).

2.1  Acquisition Agreement between the Company and DCL Associates
dated April 29, 1996. (1).

2.2  Letter of Intent between the Company and Telecosm dated May
31, 1996. (1).

2.3  Acquisition Agreement between the Company and Commercial
Communications, Inc. dated January 3, 1996. (1).

3.0  Articles of Incorporation of the Company. (incorporated by
reference to Exhibit 3.1 to the CompanyOs Form S-1 Registration
Statement No. 82-88530 dated December 20, 1983).

3.1  By-laws. (incorporated by reference to Exhibit 3.2 to the
CompanyOs Form S-1 Registration Statement No. 82-88530 dated
December 20, 1983).

4.0  Certificate of Designation of Series A Preferred Shares. (1)

4.1  Certificate of Designation of Series B Preferred Shares. (1)

4.2  Certificate of Designation of Series C Preferred Shares. (1)

10.01     Form of Employment Agreement between the Company and
its officers. (1)

11   Not Applicable.

15   Not Applicable.

18   Not applicable.

19   Not applicable.

22   Not Applicable.

23   Not Applicable.

24   Not applicable .

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

          August 14, 1996

          September 12, 1996
_____________

(1) Incorporated by reference to the CompanyOs Form 10-KSB as of
June 30, 1996


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 13, 1996         By:    /s/ donald g. mack
                                  Donald G. Mack, President and
                                  Chief Executive Officer

                                  By:    /s/ kelsey t. kennedy
                                  Kelsey T. Kennedy
                                  Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.

Signature                Title                         Date

/s/ donald g. mack      Director                 November 13, 1996
Donald G. Mack

/s/ thomas moscariello  Director                 November 13, 1996
Thomas Moscariello

/s/ mitchell b. chi     Director                 November 13, 1996
Mitchell B. Chi