UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        WASHINGTON, D.C.  20549
                                   
                              FORM 10-QA
                                   
           QUARTERLY REPORT PURSUANT TO SECTION1 3 OR 15 (d)
              OF THE SECURITIES AND EXCHANGE ACT OF 1934
                 For the Quarter ended March 31, 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 __                     No             X
                                   
              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:
                                   
          29,814,750Shares of Common Stock ($.001 par value)

TABLE OF CONTENTS

FORM 10-QA REPORT - FOR QUARTER ENDED MARCH 31, 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   3
  Item 2.                                 Change in Securities   3
  Item 3.                      Defaults Upon Senior Securities   3
  Item 4.  Submission of Matters to a vote of Security Holders   3
  Item 5.                                    Other Information   4
  Item 6.                     Exhibit  and Reports on Form 8-K   5

SIGNATURE PAGE                                               6

INDEX TO THE FINANCIAL STATEMENTS                            6

PART I

ITEM 1.   FINANCIAL STATEMENTS See F-1 to F-4

ITEM 2.         MANAGEMENTOS  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
          CONDITIONANDRESULTS OF OPERATIONS.

(a) Plan of Operation:

     On  May,  10, 1995, The CompanyOs strategic business plan changed
from   gaming   and  transportation  to  wireless  telecommunications.
Initially,  the CompanyOs 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   which   the  Company  plans  to   provide   through   its
subsidiaries.  These services and activities will include  Interactive
CD-ROM,   Internet   and  media  services;  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 Specialized Mobile Radio (OSMRO) systems. As
of   March 31, 1996, the Company was in the development stage and  had
minimal  revenues,  none of which was related  to  itOs  current  core
business.
     
      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  March 31, 1996, the unaudited  results  of  the
Company indicated assets of $2,608,069 and negative working capital of
$1,528,004.

     Although the Company will endeavor to finance its working capital
needs  through  additional  debt  or equity  financing,  there  is  no
assurance  that this financing can be obtained on terms acceptable  to
the  Company.  In addition, any debt financing may require the Company
to  mortgage,  pledge or hypothecate its assets.  Furthermore,  as  of
March  31,  1996,  the Company was in default covering  certain  notes
payable  to  related  parties and short term notes  and  there  is  no
guarantee that even if the future debt or equity financing is  secured
future defaults can or will be cured.

      All during 1995 and to the date of this filing, the Company  has
had  and  continues to have a substantial need for working capital  to
cure  prior  loan defaults, close various acquisitions and for  normal
operating expenses associated with the Company continuing as  a  going
concern.  The  Company is currently in discussions with  one  or  more
companies  for  a  private  and/or public debt  and  equity  financing
package(s).
     
     Subsequent   to  March  31,  1996,  the  Company   has   acquired
management options covering 2,620 (YX), 800 MHz SMR licenses  and  has
started  the  construction  of  of over 1,000  licenses.  The  Company
estimates  that the initial system will be operational  in  the  first
quarter  of  1997 and plans to have this system generating significant
revenues by the end of fiscal year ended June 30, 1997.

(b)  ManagementOs Discussion and Analysis of Financial  Condition  and
Results of Operations.

Results of Operations

     The Company is a development stage enterprise, and its operations
to  date  have  been  limited  to startup activities.   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 Company.

     Prior to May 10, 1995, the CompanyOs only activity was attempting
to   execute   the  business  plans  in  the  areas  of   gaming   and
transportation. These business plans failed during this period.

Quarter Ended March 31, 1996

      For  the  quarter  ending March 31, 1996 the CompanyOs  incurred
general  and  administrative expenses of $603,539, a  1,186%  increase
from  the  $46,961  in  similar expenses incurred  during  1995.   The
majority  of these costs were related to the acquisition and operation
of  John  Sandy  Production,  Inc.  and  increased  operational  costs
directly  related to the CompanyOs continued business plan  activities
in the wireless telecommunication industry.

      On  July  26, 1995, the Company acquired John Sandy Productions,
Inc..  John  Sandy  Productions, Inc.(OJSPO),  accordingly,  comparing
results  of  operations from 1994 to 1995 are not indicative  of  like
operations during these periods.

      As  of  March 31, 1996, $35,000 consisting of a short-term  note
due  Phillips Energy Corp. and $121,000 (of which as of  the  date  of
this  filing is approximately $80,000) due Local Service Corp, are  in
dispute  via  counter-claims against Local Service Corp. and  Phillips
Energy (see Part II Item 1. LEGAL PROCEEDINGS).

      At   March 31, 1996, the Company records indicated an issued and
outstanding common stock balance of 29,814,750 shares with shareholder
equity of $388,708.  As of that date, $420,00 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  Leventhal.  (see  Part  II  Item   1.   LEGAL
PROCEEDINGS).


Subsequent Events:

Acquisitions:

      DCL Associates, Inc. (ODCLO) is a private company under contract
to  assist  Comtec in obtaining option agreements covering 2,435  (YX)
SMR  channels in 20 states. Pursuant to the Acquisition Agreement this
transaction  is  valued  at  approximately  $2,000,000.  The   Company
satisfied itOs closing obligations as of August 6, 1996 defined as the
option  closing date in the option agreements with payment of $149,127
in  cash. The Company is proceeding with the issuance of the remaining
combination of the CompanyOs common stock and preferred stock  as  the
remaining closing obligation to finalize this acquisition.

Pending Acquisitions:

      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
itOs  Master  Hub  located  in New Orleans,  Louisiana.  This  hub  is
equipped  with Vector Earth Stations (VES) which transmit  all-digital
signals  from various remote locations to the satellite.  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 certain other conditions.

      Telecosm  & Associates L.C. (OTelecosmO) is a private  Liability
Company  under  contract  with the Company  to  sell  all  controlling
interest  in  certain SMR Management Agreements and  Option  Contracts
covering   approximately   2,119  SMR   channels   and   situated   in
approximately  42  states, Puerto Rico and  the  Virgin  Islands.  The
Company  is  currently negotiating final purchase price based  on  the
CompanyOs  due  diligence  and  intends  to  pay  Telecosm  for   this
transaction in the form of a combination of the CompanyOs common stock
and  preferred  stock. This transaction is expected to  close  in  the
third  quarter  of  calendar  year 1996 pending  the  outcome  of  the
CompanyOs due diligence review.

      Commercial  Communications Inc. (OCCIO) is a private corporation
whose primary business is SMR. CCI is currently governed by the United
States  Bankruptcy Courts, and attempting to emerge from  Chapter  11.
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 made in the form of a promissory note and a combination
of  the  CompanyOs common stock and preferred stock. The revenues  are
yet  to  be  audited  and  it is expected that  as  a  result  of  the
bankruptcy  proceedings, CCI may have suffered a  percentage  of  lost
revenues.   However,  the initial value in this  acquisition  will  be
additional SMR channels (radio spectrum) and an experienced  technical
staff.  The  acquisition of this company is contingent on approval  of
any purchase by the United States Bankruptcy Court.
Part II

ITEM 1.   LEGAL PROCEEDINGS

      On December 21, 1995, the Company was the subject of an ex parte
verified  complaint and motion for appointment of a receiver commenced
by  Local Service Corporation et al, the former owner of the CompanyOs
commercial building. The complaint was filed in the District Court  of
Arapahoe County, Colorado, and sought a decree dissolving the Company,
the appointment of a receiver and an inspection of the CompanyOs books
and  records. On January 4, 1996 the court entered an order appointing
Mr.  John  Watson as receiver as demanded in the plaintiffs complaint.
The  plaintiffOs claims were based upon alleged illegal and fraudulent
acts  on  the  part  of the CompanyOs management  in  encumbering  the
CompanyOs  real estate without consideration and corporate  waste  and
mismanagement. The court found no merit to this suit which requested a
specific  receiver be appointed to oversee the CorporationOs  affairs.
On January 12, 1996, and upon motion brought by the Company, the court
vacated  the order appointing a receiver and ordered the receiver  not
to interfere with the CompanyOs business.

       During  the  aforementioned  proceedings  another  lawsuit  was
discovered  dated  October 16, 1995 (Case No. 95 CV  1973)  and  filed
against  the Company and its subsidiary, Key Car Finance Company,  and
affiliate Keystone Holding Corp. by Local Service Corp.. On April  30,
1996,  Arapahoe County District Court Judge dismissed  this  case  for
failure to prosecute.

      On March 6, 1996, the Company filed 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  Leventhal.    The
corporation intends to vigorously defend and seek damages against this
group  for  their  actions  during the time they  attempted  to  seize
control of the Corporation.

      On  April  19,  1996, the Company filed a lawsuit titled  Comtec
International,  Inc. d/b/a Comtec Holding Corp.  v  Tim  Degarmo,  DBI
Design  Builders, LLC and All Other Occupants. (Civil  Action  No.  96
CV166).  This litigation is seeking the eviction of the aforementioned
from  the  CompanyOs commercial building whereby Tim Degarmo  and  DBI
Design Builders, LLC have become tenants at will.  In addition to  the
eviction,  the  Company  seeks damages for  negligent  and  incomplete
construction  work  performed  on  the  CompanyOs  commercial   office
building in Aurora, Colorado and defamation from remarks made  by  Tim
Degarmo against the Company.  The suit demands reimbursement for  work
never  performed  in the amount of $27,000 and unspecified  funds  for
damages  to  the  CompanyOs  reputation  and  good  standing  in   the
community.   The CompanyOs senior management is of the  opinion  their
claims  and  damages have merit and expects the Company will  prevail.
The  Company  was  forced  to hire another contractor  to  repair  and
complete work performed by DBI Design Builders, LLC.

     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.

ITEM2.    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

      Effective  July 20,1995, the Board of Directors of  the  Company
dismissed Hollander, Gilbert & Co.. The report of Hollander, Gilbert &
Co.  for the year-end June 30, 1994 contained a modification as to the
CompanyOs ability to continue as a going concern.  During the year end
of  June  30,  1994, and the subsequent interim period, there  was  no
disagreement with Hollander, Gilbert & Co. 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  Hollander,  Gilbert  &  Co.  as   the   CompanyOs
independent accountants due to the CompanyOs relocation and change  in
senior management.
     Effective July 20, 1995, the Company retained Michael B. Johnson,
Englewood, Colorado as new independent accountant (OJohnsonO).  During
the  CompanyOs  two most recent fiscal years, and the  interim  period
since  completion  of  its  last fiscal  year,  the  Company  had  not
consulted  Johnson  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  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  new  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.

     On August 14, 1996, Causey Demgen & Moore Inc., declined to stand
for  reelection  for  their  client-auditor relationship  with  ComTec
International,  Inc.,  with  which the CompanyOs  Board  of  Directors
concurred. This decision was not as a result of any disagreement  with
Causey  Demgen & Moore Inc. or any manner of accounting  principle  or
practice,  financial  statement  disclosure  or  auditing   scope   or
procedure. The Company duly reported this change in accountants to the
Securities  and  Exchange Commission in its Form  8-K  current  report
dated On August 14, 1996.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) & (b) Financial Statements and Schedules.  See Index to Financial
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. (incorporated by reference to the CompanyOs Form 10-KSB
       as of June 30, 1995).

2.1    Acquisition Agreement between the Company and DCLAssociates
       dated April 29, 1996. (incorporated by reference to the
       CompanyOs Form 10-KSB as of June 30, 1995).

2.2    Letter of Intent between the Company and Telecosm dated May
       31, 1996. (incorporated by reference to the CompanyOs Form 10-
       KSB as of June 30, 1995).

2.3    Acquisition Agreement between the Company and Commercial
       Communications, Inc. dated January 3, 1996. (incorporated by
       reference to the CompanyOs Form 10-KSB as of June 30, 1995).

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.
       (incorporated by reference to the CompanyOs Form 10-KSB as of
       June 30, 1995).

10.01  Form of Employment Agreement between the Company and its
       officers. (incorporated by reference to the CompanyOs Form 10-
       KSB as of June 30, 1995).

11     Not Applicable.

15     Not Applicable.

18     Not applicable.

19     Not applicable.

22     Published report regarding matters submitted to vote.
       (incorporated by reference to the CompanyOs August 10, 1995
       Proxy).

23     Not Applicable.

24     Not applicable .

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

          August 14, 1996

          December 15, 1995

          August 25, 1995

          May 10, 1995


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:   October 2, 1996           By:    s/ donald g. mack
                                  Donald G. Mack, President,
                                  Chief Executive Officer and 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                      October 3, 1996
Donald G. Mack


/s/ thomas moscariello             Director                October 3, 1996
Thomas Moscariello


/s/ mitchell b. chi                Director                October 3, 1996
Mitchell B. Chi











COMTEC INTERNATIONAL, INC.

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements
                                                           Page

Balance Sheets at March 31, 1995 and March 31, 1996        F-1

Statements of Operations at March 31, 1995 and March 31, 1996F-2

Statements of Cash Flows at March 31, 1995 and March 31, 1996F-3

Notes to the Financial Statements                          F-4

                         COMTEC INTERNATIONAL
                   (A Development Stage Enterprise)
                                   
                      Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                              June 30,       March 31,
                                                1995           1996
                               Assets
<S>                                              <C>            <C>
Current assets                                             
 Cash                                        $  21,736       $ 51,219
 Restricted cash                                    -          25,044
 Accounts receivable                                -          68,840
 Note receivable                                18,610         26,667
 Prepaid expenses                                5,000          1,610
   Total                                        45,346        173,380
                                                           
Property and equipment                                     
 Land                                          424,967        424,967
 Building                                    1,458,903      1,515,442
 Communications equipment                      300,000        333,947
 Video equipment/library                            -          97,000
 Automobile                                      5,150          5,150
 Office equipment                                9,069         84,067
                                             2,198,089      2,460,573
 Less accumulated depreciation                 (28,565)      (108,624)
   Net property and equipment                2,169,524      2,351,949
                                                           
Other assets                                               
 Deposits                                           -           5,240
 Management contracts                               -          75,000
 Tradename                                       2,500          2,500
   Total other assets                            2,500         82,740
                                                           
                                            $2,217,370    $ 2,608,069
                                                           
                Liabilities and Stockholders' Equity
Current liabilities                                        
 Accounts payable                           $   74,336    $   296,989
 Accrued payroll and payroll taxes             129,739        172,228
 Accrued management fees payable                20,262         57,500
 Leases                                             -          34,246
 Other accrued expenses                         49,874        106,143
 Notes payable-related parties                 210,473        130,536
 Short-term notes payable                      203,500        257,048
 Deferred income                                23,862         23,862
 Current portion of long-term debt             622,572        622,832
   Total current liabilities                 1,334,618      1,701,384
                                                           
Long-term debt                                 347,645        345,257
                                        
Minority interest in preferred stock of        172,720        172,720
 subsidiary
                                                           
Series A convertible preferred                 420,000        420,000
Common stock                                 1,111,125      3,078,371
Deficit accumulated during development      (1,168,738)    (3,109,663)
   Total stockholders' equity (deficit)        362,387        388,708
                                                           
                                           $ 2,217,370    $ 2,608,069
</TABLE>
                  See notes to financial statements.
                                   
                                 F - 1




                         COMTEC INTERNATIONAL
                   (A Development Stage Enterprise)

                 Consolidated Statement of Cash Flows


<TABLE>
<CAPTION>
                                   Nine Months Ended March 31,       Since
                                        1995         1996          Inception
                                   (Unaudited)     (Unaudited)      (Unaudited)
<S>                                    <C>             <C>            <C>
Operating activities                                          
 Net loss                        $   (409,118)    $ (1,940,925)    $ (3,089,257)
  Adjustments to reconcile net                                  
   loss to net cash used by
   operating activities
    Depreciation expense               16,781           80,059          108,624
    Services exchanged for                 -           926,205        1,488,588
     stock
   Changes in assets and                                      
    liabilities
      Accounts receivable                  -            (2,809)          (2,809)
      Prepaid interest                     -            11,329           17,329
         Accounts payable and
          accrued expenses            219,126          327,804          529,424
         Deferred income                   -                -            23,862
                                      235,907        1,342,588        2,165,018
           Net cash used in                                        
            operating activities     (173,211)        (598,337)        (924,239)
                                                              
Investing activities                                          
  Purchase of property, plant                                   
   and equipment and trade name             -         (140,167)        (142,667)
  Restricted cash                           -          (25,044)         (25,044)
  Decrease in note receivable               -           22,952           22,952
  Cash paid in acquisition net              -          (14,964)           7,206
   of cash
  Other                                     -           (2,021)          13,881
           Net cash used in                                        
            investing activities            -         (159,244)        (123,672)
                                                              
Financing activities                                          
 Advances from related party           114,259              -           184,495
 Proceeds from private                                         
  placement of common stock                 -          798,391          808,391
 Payments on note payable               51,620              -           (61,646)
 Proceeds from notes payable                -               -           151,000
 Payments on long-term notes             3,824         (11,327)         (13,110)
  payable
 Proceeds from exercise of                  -               -            30,000
  warrants
           Net cash provided by                                    
            financing activities       169,703         787,064        1,099,130
                                                              
Increase in cash                        (3,508)         29,483           51,219
                                                              
Beginning cash balance                   4,501          21,736               -
                                                              
Ending cash balance                 $      993     $    51,219       $   51,219

</TABLE>
                                   
            See notes to consolidated financial statements.

                                 F - 2





                         COMTEC INTERNATIONAL
                   (A Development Stage Enterprise)

                 Consolidated Statement of Operations


<TABLE>
<CAPTION>
                      Three Months Ended   Nine Months Ended       
                            March 31,            March 31,       Since
                        1995        1996   1995         1996   Inception
                    (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S>                   <C>          <C>          <C>         <C>        <C>
Revenue                                                         
 Fees              $     790     $   34,830   $   790    $  189,411 $  189,411
 Service                  -           6,444        -         25,927     25,927
 Sales                    -              -         -          1,000      1,000
 Rental                   -          35,622        -         55,706     79,741
 Interest                 -              -         -          2,589      2,589
 Other                    -          14,014        -         28,194     36,767
   Total                 790         90,910       790       302,827    335,435
                                                                
Cost of sales                                                   
 Contract labor           -           4,400        -         23,893     23,893
 Product costs            -           4,876        -         63,840     63,840
   Total                  -           9,276        -         87,733     87,733
                                                                
Gross profit             790         81,634       790       215,094    247,702
                                                                
Expenses                                                        
 General and
  administrative      46,961        603,579   117,436     1,580,916  2,658,821
 Consulting               -           1,762        -         15,609     15,609
 Officer salaries         -         124,794        -        384,559    384,559
 Interest                 -          94,876        -         94,876    189,752
 Depreciation             -          23,086        -         80,059    108,624
   Total              46,961        848,097   117,436     2,156,019  3,357,365
                                                                
Net income (loss)  $ (46,171)    $ (766,463)$(116,646)   (1,940,925)(3,109,663)
                                                                
Weighted average                                                
common shares     11,229,000     22,150,953 11,229,000  22,150,953  22,150,953
                                                                
Net loss per share  $    -       $     (.03) $   (0.01)  $    (.09)  $    (.14)

</TABLE>












            See notes to consolidated financial statements.

                                 F - 3




                      ComTec International, Inc.
            Notes to the Consolidated Financial Statements

Note 1.   Accounting Policies.

  (a)   The  summary  of the IssuerOs significant accounting  policies
  are incorporated by reference to the CompanyOs SECForm 10-KSB as  of
  June 30, 1995.
  
  (b)   Intangible assets represent management and options  agreements
  the  company has purchased to develop and operate 800 MHz SMR  radio
  licenses. SMRlicenses are effective for twelve months from the  date
  of  issue, after which they expire. During this twelve month period,
  a  license  must  be  constructed and placed in  operation.  Once  a
  license  is  constructed, the license term is  extended  five  years
  with  unlimited  five  year  renewals.  Licenses  purchased  by  the
  Company  are  recorded  at  acquisition cost  plus  direct  expenses
  associated  with  obtaining  the  management  or  option  agreement.
  Certain  option  agreements  purchased  by  the  Company  have  been
  granted  Extended Implementation Waivers by the FederalCommunication
  Commission,  thus  extending the expiration date of  a  license  for
  construction.  License agreements which expire are expensed  in  the
  year  of expiration. License options which are constructed are added
  to  the direct construction cost and amortized over the life of  the
  communication equipment.
  
  (c)   All  cash in escrow for pending acquisitions are  recorded  as
  Restricted Cash.
  
  (d)   Video  Library has been recorded based on the excess  purchase
  price  over  net  book  value of John Sandy  Productions,  Inc.  and
  represents  approximately  3,000  classic  video  tapes  of  extreme
  sporting events. This tape library is a revenue producing asset  due
  to  the fact the video footage rights are sold to various television
  and film companies for re-broadcast purposes. This video library  is
  amortized  and  expensed  over a four year  period.  (see  Note  2.,
  OAcquisition of John Sandy Productions, Inc.O)
  
  (e)   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  July  26,  1995,  the company acquired 100% of  the  outstanding
  stock  of John Sandy Productions, Inc. (JSP) in exchange for 400,000
  shares  of  the CompanyOs common stock valued at $50,000 ($0.25  per
  share),  $20,000  in cash and notes paybale of  $80,000.  JSP  is  a
  television  and  film  production company in  the  Denver,  Colorado
  area.  The  results  of  operations as recorded  in  the  books  and
  records  of  JSP are maintained on the cash accounting  method.  JSP
  has been consolidated as a whole owned subsidiary of the Company.
  
  The  Company acquired various assets and companies for cash,  assets
  and stock as follows:

                                             As of         Since
                                          July 26, 1995  Inception
                                                           
     Assets acquired                       $235,551      $2,171,201       
     Liabilities assumed                     85,551       1,479,240
          Net assets acquired               150,000         691,961
                                                           
     Cash paid                               20,000          20,000
      Fair  market value of Common  Stock    50,000         157,247
       issued
     Fair market value of Preferred Stock        -          592,720
       issued
     Special Distribution                        -         (280,506)
     Notes payable                           80,000         202,500
                                                           
                                           $150,000        $691,961
          
Note 3.   Non-cash disclosure of investing and financing activities:

  During  this nine months ended March 31, 1996, the Company  acquired
  $75,000 of intangibles for a note payable and satisfied $167,650  on
  notes payable and accrued interest with common stock.