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 December 31, 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.)

          12835 East Arapahoe Road, T-1 Suite 800, Englewood, Co. 80112
                    (Address of principal executive offices)

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


    former address: 9350 East Arapahoe Road, Suite 340, Englewood, Co. 80112
    ------------------------------------------------------------------------
               (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 February 13, 2001
-----------------------------------             --------------------------------
 Common Stock, $0.001 par value                            69,239,902


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



<PAGE>


                                TABLE OF CONTENTS

            FORM 10-QSB REPORT - FOR QUARTER ENDED DECEMBER 31, 2000

                           ComTec International, Inc.

PART I

     Item 1.   Financial Statements
               Condensed Consolidated Balance Sheets -
               December 31, 2000  (unaudited) and June 30, 2000 (audited)   3

               Condensed Consolidated Statements of Operations              4
               Six Months ended December 31, 2000 and 1999
               and  from inception (unaudited)

               Condensed Consolidated Statements of Operations              5
               Three Months ended December 31, 2000 and 1999

               Condensed Consolidated Statements of Cash Flows              6
               Six Months ended December 31, 2000 and 1999
               and  from inception (unaudited)

               Notes to Financial Statements                                7

     Item 2.   Management's Discussion and Analysis or Plan of Operation    8

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk   12

PART II

     Item 1.   Legal Proceedings                                           13
     Item 2.   Change in Securities                                        14
     Item 3.   Defaults Upon Senior Securities                             14
     Item 4.   Submission of Matters to a vote of Security Holders         14
     Item 5.   Other Information                                           14
     Item 6.   Exhibit  and Reports on Form 8-K                            15

SIGNATURE PAGE                                                             15

                                       2
<PAGE>


                                     PART I

ITEM 1.           FINANCIAL STATEMENTS


                   ComTec International, Inc. and Subsidiaries
                        (a Development Stage Enterprise)
                      Consolidated Condensed Balance Sheets

                                          December 31, 2000       June 30, 2000
                                             (unaudited)            (audited)
                                             -----------           -----------
Assets

Current Assets

Cash and Equivalents                         $     1,700           $     5,100

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

Total Current Assets                             335,400                 5,100

Property and Equipment, net                      934,100             1,034,100
License Rights                                         -             1,390,700
Other Assets                                       4,500                 4,500
                                             -----------           -----------

         Total Assets                        $ 1,274,000           $ 2,434,400
                                             ===========           ===========

LIABILITIES

Current Liabilities
Current Portion of Long Term Debt                      -                13,900
Accounts Payable                                   6,200                43,600
Accrued Liabilities                              530,000               327,300
                                             -----------           -----------

Total Current Liabilities                        536,200               384,800
                                             -----------           -----------

Long Term Debt, less current portion              81,000             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 December 31, 2000               68,100                68,100

Capital in Excess of Par                      16,047,700            16,047,700
Deficit accumulated during the
development stage                            (15,459,000)          (15,475,600)
                                             -----------          ------------

                                                 656,800               640,200
                                             -----------          ------------

  Total Liabilities and Stockholders Equity  $ 1,274,000          $  2,434,400
                                             ===========          ============



                                       3
<PAGE>

<TABLE>


                   ComTec International, Inc. and Subsidiaries
                        (a Development Stage Enterprise)
                 Consolidated Condensed Statements of Operations

<CAPTION>
                                                         For the Six Months Ended
                                                  December 31, 2000   December 31, 1999    Cumulative
                                                     (unaudited)         (unaudited)      Amounts from
                                                                                            Inception
                                                                                           (unaudited)
                                                    -------------        ------------      -----------
<S>                                                 <C>                  <C>               <C>
Operating Expenses
   Selling, General and Administrative                    415,900             340,100        3,834,200
   Compensation in the form of common stock                                                  3,688,500
   Management fees- related party                                                               65,000

Loss before other expense (income)                        415,900             340,100        7,587,700
                                                    -------------        ------------      -----------

Other Income (expense)

Interest and Dividend Income                                    -             (56,000)         156,300
Interest expense                                           (3,100)           (102,000)      (1,418,200)
Rental and Other Income                                   101,800              10,300          282,000
Prepaid Calling Card services, less revenues                                                (1,832,100)
Loan Origination Fees                                                                         (532,700)
Gain (Loss) on investments, foreclosures and disposals    333,700                           (1,185,000)
Write-down of intangibles and LED equipment                                                 (3,988,600)

Total Other Income (Expense)                              432,400            (147,700)      (7,850,900)
                                                    -------------        ------------      -----------

Net Gain (Loss)                                            16,500            (487,800)     (15,438,600)
                                                    =============        ============      -----------

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

Net (Income) Loss per Common Share                              0              (0.01)            (0.74)
                                                    =============        ===========        ==========





</TABLE>

                                       4
<PAGE>




                   ComTec International, Inc. and Subsidiaries
                        (a Development Stage Enterprise)
                 Consolidated Condensed Statements of Operations

                                                For the Three Months Ended
                                            December 31, 2000  December 31, 1999
                                               (unaudited)        (unaudited)


Expenses
   Selling, General and Administrative            180,900            197,800
   Compensation in the form of common stock
   Management fees- related party

Loss before other income (expense)               (180,900)          (197,800)
                                               ----------         ----------

Other Income (expense)

Interest and Dividend Income
Interest expense                                   (3,100)           (51,000)
Rental and Other Income                            38,900              4,200
Loan Origination Fees
Prepaid Calling Card services, less revenues
Loss on investments, foreclosures and disposals
Write-down of intangible

Total Other Income (Expense                        35,800            (46,800)
                                               ----------         ----------

Net Loss                                         (145,100)          (244,600)
                                               ==========         ==========

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

Net Loss per Common Share                              (0)             (0.01)
                                               ==========         ==========








                                       5
<PAGE>

<TABLE>

                   ComTec International, Inc. and Subsidiaries
                        (a Development Stage Enterprise)
                      Consolidated Statements of Cash Flows

<CAPTION>
                                                      For the Six Months Ended
                                               December 31, 2000  December 31, 1999  Cumulative
                                                   (unaudited)       (unaudited)    Amounts from
                                                                                     inception
                                                    --------         ----------     -----------
<S>                                                 <C>               <C>           <C>
Operating activities:
   Net Gain (Loss)                                    16,500           (487,800)    (15,438,700)
                                                    --------         ----------     -----------

Adjustments to reconcile net loss to
    Net cash used by operating activities:
    Depreciation expense                             102,200            107,400         795,200
    Services and Interest exchanged for stock              0                  0       3,304,200
    Gain on Sale of Marketable Securities                  0                  0         (10,000)
    Write Down of Intangible                               0                  0       3,988,600
    Losses on investments, foreclosure and disposal        0                  0         677,200

 Changes in assets and liabilities:
     Accounts receivable                                   0             63,100         (25,300)
     Deposits and other                                    0             56,000          (2,500)
     (Increase) decrease in other current           (333,700)                 0         322,600
     Increase (decrease) in account payable          219,800            189,700       2,382,700
     Other Assets                                          0                  0         120,700
                                                    --------         ----------     -----------
Net cash from (used) in operating activities           4,800            (71,600)     (4,530,500)

Investing activities:
  Proceeds of Sale of Marketable Securities                0                  0         267,500
  Proceeds from acquisition                                0                  0          22,100
  License rights                                           0                  0        (424,300)
  Marketable securities                                    0                  0        (255,600)
  Non-Operating assets                                     0                  0         (25,000)
  Related Party                                            0                  0         (39,000)
  Purchase of property, plant and equipment           (2,300)                 0      (1,702,100)
  Other                                                    0                  0      (1,400,000)
                                                    --------         ----------     -----------
Net cash used in investing activities                 (2,300)                 0      (2,296,400)

Financing activities:
  Advances from related party                              0                  0       1,184,500
  Proceeds: private place of common stock                  0                  0       1,138,900
  Proceeds: short term notes                               0                  0       1,295,100
  Warrants                                                 0                  0          30,000
Convertible Debentures                                     0                  0       4,100,000
  Payments on notes payable                           (5,900)                 0        (887,900)
  Payment on long-term notes payable                       0              4,200          32,000
                                                    --------         ----------     -----------
Net cash provided by financing activities             (5,900)             4,200       6,828,600

Increase (Decrease) in cash                           (3,400)           (67,400)          1,700
Beginning cash balance                                 5,100             70,500               -
                                                    --------         ----------     -----------
Ending cash balance                                      1,700            3,100           1,700

</TABLE>

                                       6
<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 auxiliary  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.

During the  quarter  ended  September  30,  2000  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.  Also during the quarter
ended September 30, 2000 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.


                                       7
<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, cable television 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.

                                       8
<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  December  31,  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 December 31, 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,  cable systems,  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.

                                       9
<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 a net loss  (unaudited)  of $145,100  for the quarter
ended  December 31, 2000 and has reported net losses from  inception  (March 15,
1994) to December 31, 2000 of  $15,438,600.  The Company had  deficient  working
capital at December  31, 2000 of $200,800.  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.

                                       10

<PAGE>

The  Company  is highly  leveraged  and a number of  developments  over the past
quarter had material adverse effects on the Company.

     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  February 1, 2001 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  $200,000. This amount is composed
of $200,000 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 December 31, 2000,  the  unaudited  results of the Company
indicated deficit working capital of $200,800. 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 December 31, 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. On November 1, 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
          January 1, 2001,

                                       11

<PAGE>

          to purchase  1,700,000  shares of the Company's  .001 par value common
          stock at a strike price of $..067 per share,  based upon a calculation
          of 111% of the .07 closing bid price of the stock on October 31, 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 (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.  On November 1, 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  January 1, 2001,  to  purchase  1,400,000
          shares of the Company's  .001 par value common stock at a strike price
          of $..067  per  share,  based  upon a  calculation  of 111% of the .07
          closing bid price of the stock on October 31,  2000.  No options  have
          actually been issued pursuant to agreements with Mr. Dihle.

     During  quarter  ended  December  31,  2000,  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 December 31, 2000, the Company  incurred General and
Administrative  Expenses of  $180,900,  a decrease  of $16,900  from the quarter
ending December 31, 1999, when the Company  incurred  expenses of $197,800.  The
Company also reported "Other Income" of $35,800, consisting of income from rents
and equipment  lease payments of $38,900 earned during the quarter less interest
expense.  The Company's  Quarter ended  December 31, 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.

                                       12
<PAGE>

                                     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 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.  The Company is involved in settlement  negotiations  with
the  Plaintiff.  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.

                                       13
<PAGE>

ITEM 2.   CHANGE IN SECURITIES.

Designation of Class D Preferred Shares.

     As was reported in Form 8K filed  January 29,  2001,  on December 26, 2000,
pursuant to a resolution of the Board of Directors  adopted by unanimous consent
in lieu of a meeting,  a series of Preferred Stock entitled  "Series D Preferred
Stock" was approved by the Board of Directors on behalf of the Company. Pursuant
to authority granted under the Company's Articles of Incorporation,  as amended,
the Board of Directors  approved the  designation of a series of Preferred Stock
of the Company to be known as "Series D  Preferred  Stock." The number of shares
constituting  the Series D  Preferred  Stock  shall be  6,000,000,  which may be
issued in such  amounts  as shall be  determined  by the Board of  Directors  in
accordance with the provisions of the Certificate of Designation attached hereto
as Exhibit 1. The series shall be designated Series D Preferred Stock with a par
value of .001 per share and an issue  price of $.001 per  share.  Holders of the
Series D Preferred  Stock shall be entitled to dividends  of twelve  percent per
annum on the  issue  price of the  certificate  from  the date of  issue,  which
dividends shall accrue until declared payable by the Board of Directors and paid
by the Company.  In the event of any  liquidation,  dissolution or winding-up of
the affairs of the Corporation, whether voluntary or involuntary, the holders of
the  Series D  Preferred  Stock  shall be  entitled,  before  any  assets of the
Corporation shall be distributed among or paid over to the holders of the Common
Stock, but only after  authorized  distribution or payment to the holders of the
Series A Convertible  Preferred  Stock in accordance  with the provisions of the
Series A Convertible  Preferred Stock Designation,  to be paid .001 per share of
Series D Preferred Stock plus any accrued but unpaid dividends hereon.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.    NONE

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

ITEM 5.  OTHER INFORMATION:

     On December 28, 2000,  the  Company's  board of directors  voted to issue a
total of  6,000,000  shares of its .001 par value  Series D  preferred  stock to
James J.  Krejci,  the  Corporation's  President  at an issue  price of .001 per
share.. The shares are to be issued in consideration of services provided to the
Company by Mr. Krejci.  No underwriter  was involved in the  transaction  and no
cash  commissions  or discounts  were paid by the Company.  The shares are to be
issued in a private transaction,  exempt from registration.  Except as otherwise
permitted by the applicable  provisions of the New Mexico  Business  Corporation
Act,  holders of the Series D  Preferred  Stock shall not be entitled to vote in
regular  elections of the  Corporation  for members of the board of directors so
long as a sufficient  number of common  shares are present in person or by proxy
for the  election  of the board of  directors  as  required by the bylaws of the
Corporation  or the  applicable  laws of any state in which the  Corporation  is
domiciled.  If at any time, the Corporation  shall place or be required to place
for  shareholder  vote a proposal to liquidate or dissolve the  corporation;  to
amend its  articles of  incorporation;  to change the capital  structure  of the
corporation or other corporate reorganization; to acquire a subsidiary, business
or assets in exchange  for shares of the  Company's  equity or debt  instruments
issued by the Company; to merge with or consolidate into another corporation; to
tender,  transfer  or  otherwise  dispose  of  all or  substantially  all of its
property, assets, shares of stock or other securities, property or business; any
special meeting of  shareholders;  or any other action by the corporation  which
requires  a vote  of its  common  stock  shareholders  other  than  for  regular
elections  for  members of the board of  directors,  the holders of the Series D
Preferred Stock shall be entitled to vote in such shareholder  election with the
common  shareholders.  In such  shareholder  elections,  each  share of Series D
Preferred Stock voted in the election shall be equal to one hundred fifty common
shares for purposes of such election results.  If at any time, the Corporation's
management  or its board of directors  shall pass a  resolution  or enter into a
contract  to  liquidate  or  dissolve  the  corporation;  to change the  capital
structure of the  corporation or other  corporate  reorganization;  to acquire a
subsidiary, business or assets in exchange for shares of the Company's equity or
debt  instruments  issued by the  Company;  to merge  with or  consolidate  into
another  corporation;  to tender,  transfer or otherwise dispose of in excess of
twenty  five  percent of its total  property,  assets,  shares of stock or other
securities,  property or business, the holders of a minimum of 50% of the Series
D  Preferred  Stock shall  within 30 days of direct  notice of the event made to
Series D Preferred Stockholders,  have the option to require that the resolution
made or action taken by the Corporation's management be placed for a vote of the
shareholders.  If in a regular  election of the  Corporation  for

                                       14
<PAGE>

members of the board of directors a sufficient  number of common  shares are not
present  in person or by proxy for the  election  of the board of  directors  as
required by the bylaws of the Corporation or the applicable laws of any state in
which the Corporation is domiciled,  the holders of the Series D Preferred Stock
shall  be  entitled  to  vote in  such  shareholder  election  with  the  common
shareholders  and establish a legal quorum.  In such  director  elections,  each
share of Series D Preferred  Stock voted in the  election  shall be equal to one
hundred fifty common  shares for purposes of such  required  quorum and election
results.  There were no previous  shares of Series D preferred  stock  issued or
outstanding and there is no public market for the Series D preferred  stock. The
Series D preferred stock is not convertible to common stock.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

27       Financial Data Schedule

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

     January 31, 2001 - Current  Form 8-K to report the  designation  of Class D
Preferred Stock and issuance of preferred and common shares.



                                   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:   February 15, 2001                  By:    /s/ James J. Krejci
                                              ---------------------------------
                                              James J. Krejci, President and
                                              Chief Executive Officer

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

                                       15