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 March 31, 2001

[   ]         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 May 11, 2001
-----------------------------------                 ---------------------------
Common Stock, $0.001 par value                              70,832,900


           Transitional Small Business Disclosure Format (check one):

                               Yes             No   x
                                   -----          -----

<PAGE>


                                TABLE OF CONTENTS

              FORM 10-QSB REPORT - FOR QUARTER ENDED MARCH 31, 2001

                           ComTec International, Inc.

PART I

Item 1.   Financial Statements
         Condensed Consolidated Balance Sheets -
         March 31, 2001 (unaudited) and June 30, 2000 (audited)               3

         Condensed Consolidated Statements of Operations                      4
         Nine Months ended March 31, 2001 and 1999
         and from inception (unaudited)

         Condensed Consolidated Statements of Operations                      5
         Three Months ended March 31, 2001 and 1999

         Condensed Consolidated Statements of Cash Flows                      6
         Nine Months ended March 31, 2001 and 1999
         andfrom 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          13

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                                     14

SIGNATURE PAGE                                                               14

                                       2
<PAGE>



                                     PART I

ITEM 1.   FINANCIAL STATEMENTS

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

                                                    March 31, 2001 June 30, 2000
                                                      (unaudited)    (audited)
                                                     ------------   -----------
Assets

Current Assets

Cash and Equivalents                                 $      4,100   $     5,100

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

Total Current Assets                                      337,800         5,100

Property and Equipment, net                               876,600     1,034,100
License Rights                                                  -     1,390,700
Other Assets                                                4,500         4,500
                                                     ------------   -----------

         Total Assets                                $  1,218,900   $ 2,434,400
                                                     ============   ===========

LIABILITIES

Current Liabilities

Current Portion of Long Term Debt                               -        13,900
Accounts Payable                                            6,300        43,600
Accrued Liabilities                                       739,200       327,300
                                                     ------------   -----------

Total Current Liabilities                                 745,500       384,800
                                                     ------------   -----------

Long Term Debt, less current portion                       80,300     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 March 31, 2001                           69,200        68,100

Capital in Excess of Par                               16,096,600    16,047,700
Deficit accumulated during the
development stage                                     (15,772,700)  (15,475,600)
                                                     ------------   -----------

                                                          393,100       640,200
                                                     ------------   -----------

         Total  Liabilities and Stockholders Equity  $  1,218,900   $ 2,434,400
                                                     ============   ===========



                                       3
<PAGE>

<TABLE>


                   ComTec International, Inc. and Subsidiaries
                        (a Development Stage Enterprise)
                 Consolidated Condensed Statements of Operations
<CAPTION>
                                                                                      Cumulative
                                                       For the Nine Months Ended     Amounts from
                                                      March 31, 2001  March 31, 2000   Inception
                                                        (unaudited)    (unaudited)    (unaudited)
                                                        -----------    -----------    -----------
<S>                                                         <C>            <C>          <C>
Operating Expenses
   Selling, General and Administrative                      582,900        558,900      4,417,100
   Compensation in the form of common stock                  50,000                     3,738,500
   Management fees- related party                                                          65,000

Loss before other expense (income)                          632,900       (558,900)     8,220,600
                                                        -----------    -----------    -----------

Other Income (expense)

Interest and Dividend Income                                      -        (56,000)       156,300
Interest expense                                             (8,800)      (178,500)    (1,427,000)
Rental and Other Income                                      17,400         18,300        299,400
Prepaid Calling Card services, less revenues                                           (1,832,100)
Loan Origination Fees                                                                    (532,700)
Gain (Loss) on investments, foreclosures and disposals      327,100                      (857,900)
Write-down of intangibles and LED equipment                                            (3,988,600)
Total Other Income (Expense)                                335,700       (216,200)    (7,515,200)
                                                        -----------    -----------
Net Gain (Loss)                                            (297,200)      (775,100)   (15,735,800)
                                                        ===========    ===========    ===========

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

Net (Income) Loss per Common Share                            (0.01)         (0.02)         (0.75)
                                                        ===========    ===========    ===========



</TABLE>


                                       4
<PAGE>




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

                                                    For the Three Months Ended
                                                 March 31, 2001   March 31, 2000
                                                  (unaudited)      (unaudited)


Expenses
   Selling, General and Administrative               251,500          218,800
   Compensation in the form of common stock           50,000
   Management fees- related party

Loss before other income (expense)                  (301,500)        (218,800)
                                                  ----------       ----------

Other Income (expense)

Interest and Dividend Income
Interest expense                                      (5,700)         (76,500)
Rental and Other Income                                                 8,000
Loan Origination Fees
Prepaid Calling Card services, less revenues
Loss on investments, foreclosures and disposals       (6,600)
Write-down of intangible

Total Other Income (Expense)                         (12,300)         (68,500)
                                                  ----------       ----------

Net Loss                                            (313,800)        (287,300)
                                                  ==========       ==========

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

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






                                       5

<PAGE>

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

<CAPTION>
                                                      For the Nine Months Ended     Cumulative
                                                    March 31, 2001 March 31, 2000  Amounts from
                                                     (unaudited)     (unaudited)     inception
                                                      --------        --------      -----------
<S>                                                    <C>            <C>           <C>
Operating activities:
   Net Gain (Loss)                                     297,200        (775,100)     (15,752,500)
                                                      --------        --------      -----------
Adjustments to reconcile net loss to
  Net cash used by operating activities:
    Depreciation expense                               153,000          161,100         846,000
    Services and Interest exchanged for stock           50,000                -       3,354,200
    Gain on Sale of Marketable Securities                    -                -         (10,000)
    Write Down of Intangible                                 -                -       3,988,600
    Losses on investments, foreclosure and disposal      6.600                -         683,800

 Changes in assets and liabilities:
     Accounts receivable                                     -           63,100         (25,300)
     Deposits and other                                      -           53,800          (2,500)
     (Increase) decrease in other current             (333,700)               -         322,600
     Increase (decrease) in account payable            429,100          427,800       2,592,000
     Other Assets                                            -                -         120,700
                                                      --------        ---------     -----------
Net cash from (used) in operating activities             7,700          (69,300)     (4,527,600)

Investing activities:
  Proceeds of Sale of Marketable Securities                  -                -         267,500
  Proceeds from acquisition                                  -                -          22,100
  License rights                                             -                -        (424,300)
  Marketable securities                                      -                -        (255,600)
  Non-Operating assets                                       -                -         (25,000)
  Related Party                                              -                -         (39,000)
  Purchase of property, plant and equipment             (2,100)               -      (1,701,900)
  Other                                                      -                -      (1,400,000)
                                                      --------        ---------     -----------

Net cash used in investing activities                   (2,100)               -      (2,296,200)

Financing activities:
  Advances from related party                                -                -       1,184,500
  Proceeds: private place of common stock                    -                -       1,138,900
  Proceeds: short term notes                                 -                -       1,295,100
  Warrants                                                   -                -          30,000
Convertible Debentures                                       -                -       4,100,000
  Payments on notes payable                             (5,900)               -        (887,900)
  Payment on long-term notes payable                      (700)           4,200          32,700
                                                      --------        ---------     -----------
Net cash provided by financing activities               (6,600)           4,200       6,827,900

Increase (Decrease) in cash                             (1,000)         (65,100)          4,100
Beginning cash balance                                   5,100           70,500               -
                                                      --------        ---------     -----------
Ending cash balance                                      4,100            5,400           4,100
                                                      ========        =========     ===========
</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
          withthe  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 March 31, 2001 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 March 31, 2001,  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 $313,800  for the quarter
ended March 31, 2001 and has reported net losses from inception (March 15, 1994)
to March 31, 2001 of $15,735,800.  The Company had deficient  working capital at
March 31, 2001 of $407,700.  To date,  these  losses and cash flow  deficiencies
have been financed principally through the sale of common stock and warrants and
issuance  of short  and  long-term  debt  which  includes  related  party  debt.
Additional  capital and/or borrowings will be necessary in order for the Company
to continue in  existence  until  attaining  profitable  operations.  Although a
portion of convertible debt was liquidated through the issuance of common stock,
no assurances can be given that the sources of borrowings  would  continue.  The


                                       10
<PAGE>

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  cable  television,   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 May 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  $100,000.  This amount is composed of $100,000
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 March 31,  2001,  the  unaudited  results of the  Company
indicated deficit working capital of $407,700. 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 March  31,  2001  (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 March 23, 2001,  the Company  entered into a letter  agreement with
          the Company CEO, which remains to be formalized, by which James Krejci
          renewed his  employment as CEO 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 fifteen  percent  (15%) of the  outstanding
          common stock of the Company over a three year period.  The preliminary
          agreement  calls for Mr. Krejci to receive  stock  options  vesting in
          equal annual  increments  to equal to a total of 15% of the  Company's
          outstanding common shares over a three year period ending February 16,
          2004. The strike price of all of the potential options,  is 80% of the
          closing bid price of the Company's  common stock on February 15, 2001.
          On February 16, 1998, the Company entered into a letter agreement with
          James Krejci by which James Krejci became employed as Chief Operations
          Officer of the Company and President and CEO of AWN. By the completion
          of this three year  agreement Mr. Krejci became vested in common stock
          options for ten percent (10%) of the  outstanding  common stock of the
          Company.  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.  Krejci's  original
          appointment date as 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

                                       11
<PAGE>

          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,  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.

     -    Effective January 1, 2001, the Company entered into a letter agreement
          with Marc  Maassen,  which  remains  to be  formalized,  by which Marc
          Massen  became  employed  as  President  of the  Company.  The  letter
          agreement  calls  for  a  one  year  employment   agreement  with  the
          opportunity  for Mr.  Maassen to obtain,  through  common stock option
          agreements,  up to eight percent (8%) of the outstanding  common stock
          of the Company over a one year period. The preliminary agreement calls
          for  Mr.  Maassen  to  receive  stock  options  vesting  in  quarterly
          increments of 2% to equal a total of 8% of the  Company's  outstanding
          common  shares over a one year period.  The strike price of all of the
          options  is 80% of the bid  price  of the  Company's  common  stock on
          October 31, 2000.

     During quarter ended March 31, 2001, 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 March 31, 2001,  the Company  incurred  General and
Administrative  Expenses of  $251,500,  an increase of $32,700  from the quarter
ending March 31, 2000, when the Company incurred expenses of $218,800.  Included
in General and  Administrative  Expenses  was a charge to legal  settlements  of
$100,000 with respect to settlement of a financing vendor  litigation claim. The
Company also reported "Other Expense" of $12,300, consisting of interest expense
and loss on disposal of equipment.  The  Company's  Quarter ended March 31, 2001
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.


                                    12
<PAGE>

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

Litigation with Former Officer and Director

     On February 1, 1999 Donald Mack, the former CEO,  President and director of
ComTec  International,  Inc. filed a complaint in the District  Court,  City and
County of Denver, State of Colorado,  Civil Action Number 99CV634,  Courtroom 6,
against  ComTec  International,  Inc.  ("ComTec")  as  well  as  two  individual
defendants,  a current  officer and a shareholder of ComTec.  On March 24, 1999,
ComTec  filed  its  Answer  and  extensive  Counterclaims  against  Donald  Mack
("Mack").  Mack  alleges  that he is  entitled  to  continued  compensation  and
benefits  based  upon a  March  31,  1997  addendum  to his  December  26,  1995
employment  contract  (which 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.  It is anticipated that this matter will be settled without
cost to the Company.

                                       13

<PAGE>


     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.  In March of 2001,  the Company  entered
into a settlement  agreement  wherein it agreed to pay A-1  Business  Products a
total of $100,000 over a period of forty months.

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

ITEM 2.  CHANGE IN SECURITIES.    NONE

ITEM 3.  Defaults Upon Senior Securities.    NONE

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

ITEM 5.  OTHER INFORMATION:

     January 23, 2001, the Company's  board of directors  voted to issue a total
of 1,111,111 shares of its $.001 par value common stock as compensation to James
J. Krejci, the Corporation's President. The shares were registered on a Form S-8
filed on February 2, 2001. No underwriter was involved in the transaction and no
cash commissions or discounts were paid by the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         None

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

     Form 8K was filed on January 31, 2001 to report the designation of Series D
preferred stock.


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

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

                                       14