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 September 30, 2002

[    ]            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)


                                       N/A
               (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 November 18, 2002
-----------------------------------             --------------------------------

  Common Stock, $0.001 par value                           70,832,900


           Transitional Small Business Disclosure Format (check one):

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

                                       1
<PAGE>


                                TABLE OF CONTENTS

            FORM 10-QSB REPORT - FOR QUARTER ENDED SEPTEMBER 30, 2002

                           ComTec International, Inc.

PART I

     Item 1.   Financial Statements
               Condensed Consolidated Balance Sheets -
               September 30, 2002  (unaudited) and June 30, 2002 (audited)     3

               Condensed Consolidated Statements of Operations                 4
               Three Months ended September 30, 2002 and 2001
               and  from inception (unaudited)

               Condensed Consolidated Statements of Cash Flows                 5
               Three Months ended September 30, 2002 and 2001
               and  from inception (unaudited)

               Notes to Financial Statements                                   6

     Item 2.   Management's Discussion and Analysis or Plan of Operation       9

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk     12

PART II

     Item 1.   Legal Proceedings                                              12
     Item 2.   Change in Securities                                           12
     Item 3.   Defaults Upon Senior Securities                                12
     Item 4.   Submission of Matters to a vote of Security Holders            12
     Item 5.   Other Information                                              12
     Item 6.   Exhibit  and Reports on Form 8-K                               12

SIGNATURE PAGE                                                                13



                                       2
<PAGE>
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

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

                                              September 30, 2002  June 30, 2002
                                                 (unaudited)        (audited)

Assets

Current Assets

Cash and Equivalents                            $     17,700      $     23,600
Current Portion of Lease Receivable                  213,300           213,300

Total Current Assets                                 231,100           236,900

Property and Equipment, net                           14,400            16,300
Direct Financing Lease Receivable                    119,700           171,800
                                                ------------      ------------

    Total Assets                                $    365,300      $    425,000
                                                ============      ============

LIABILITIES

Current Liabilities

Current Portion of Long Term Debt                      9,600            12,800
Accounts Payable                                         500            11,700
Accrued Liabilities                                  526,400           548,000
                                                ------------      ------------

Total Current Liabilities                            536,500           572,500
                                                ------------      ------------

Long Term Debt, less current portion                       0                 0
                                                ------------      ------------

STOCKHOLDER'S EQUITY
Common Stock, .001 par value;
Authorized 100,000,000 shares;
70,832,900 shares issued
June 30, 2002 and September 30, 2002                  70,800            70,800

Preferred Stock, Series D Cumulative
..001 state par and .15 liquidation value
6,000,000 shares authorized
6,000,000 shares issued
June 30, 2002 and September 30, 2002                   6,000             6,000

Capital in Excess of Par                          16,208,700        16,208,700
Deficit accumulated during the
development stage                                (16,456,700)      (16,433,000)
                                                ------------      ------------

                                                    (171,200)         (147,500)
                                                ------------      ------------

    Total  Liabilities and Stockholders Equity  $    365,300      $    425,000
                                                ============      ============
                                       3
<PAGE>

<TABLE>

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

<CAPTION>
                                                           For the Three Months Ended
                                                          ----------------------------    Cumulative
                                                          September 30,  September 30,   Amounts from
                                                              2002           2001          Inception
                                                          -------------  -------------   ------------
                                                           (unaudited)     (unaudited)     (unaudited)
<S>                                                       <C>            <C>             <C>
Operating Expenses
   Selling, General and Administrative                    $      12,900  $      80,700   $  8,086,900

   Management fees- related party                                    --             --         65,000

Loss before other expense (income)
                                                          -------------  -------------   ------------
                                                                 12,900         80,700      8,151,900
                                                          -------------  -------------   ------------
Other Income (expense)

Interest and Dividend Income                                         --             --        156,300
Other                                                                --             --        180,200
Interest expense                                                (10,800)        (2,500)    (1,485,500)
Prepaid Calling Card services, less revenues                         --             --     (1,789,500)
Loan Origination Fees                                                --             --       (532,700)
Gain (Loss) on investments, foreclosures and disposals               --             --       (845,000)
Write-down of intangibles and LED equipment                          --             --     (3,988,600)
                                                          -------------  -------------   ------------

Total Other Income (Expense)                                    (10,800)        (2,500)    (8,304,800)
                                                          -------------  -------------   ------------

Net Gain (Loss)                                           $     (23,700) $     (83,200) $ (16,456,700)
                                                          =============  =============  =============

Weighted Average Common Shares Outstanding                   70,832,900     70,832,900
                                                          =============  =============

Net (Income) Loss per Common Share                        $       (0.00) $       (0.00)
                                                          =============  =============








</TABLE>


                                       4

<PAGE>

<TABLE>

                   ComTec International, Inc. and Subsidiaries
                        (a Development Stage Enterprise)
                      Consolidated Statements of Cash Flows
<CAPTION>
                                                               For the Three Months Ended
                                                              -----------------------------     Cumulative
                                                               September 30,  September 30,    Amounts from
                                                                    2002           2001         Inception
                                                              --------------  -------------    ------------
                                                                (unaudited)    (unaudited)     (unaudited)
<S>                                                           <C>             <C>              <C>
Operating activities:
  Net Gain (Loss)                                             $      (23,700) $     (83,200)   $(16,456,700)
                                                              ==============  =============    ============

  Adjustments to reconcile net loss to
    net cash used by operating activities:
      Depreciation expense                                             1,900             --         720,100
      Services and Interest exchanged for stock                           --             --       3,488,300
      Gain on Sale of Marketable Securities                               --             --         (10,000)
      Write Down of Intangible                                            --             --       3,988,600
      Losses on investments, foreclosure and disposal                     --             --         677,900
      Changes in assets and liabilities:
         Accounts receivable                                              --             --         245,800
         Deposits and other                                               --             --          (2,500)
        (Increase) decrease in other current assets                       --             --          11,100
        Increase (decrease) in account payable & liabilities         (32,700)        44,300       2,319,000
     Other Assets                                                         --             --         125,200
                                                              --------------  -------------    ------------
  Net cash from (used) in operating activities                       (54,500)       (38,900)     (4,893,200)
                                                              ==============  =============    ============
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                               --             --      (1,702,100)
  Proceeds from direct financing lease                                52,000         42,000         390,000
  Other                                                                   --             --        (140,000)
                                                              --------------  -------------    ------------
  Net cash used in investing activities                               52,000         42,000      (1,906,400)
                                                              ==============  =============    ===========
Financing activities:
  Advances from related party                                             --             --       1,184,500
  Proceeds: preferred stock                                               --             --           6,000
  Proceeds: private place of common stock                                 --             --       1,138,900
  Proceeds: short term notes                                              --             --       1,405,100
  Warrants                                                                --             --          30,000
Convertible Debentures                                                    --             --       4,100,000
  Payments on notes payable                                           (3,200)        (3,800)       (895,200)
  Payment on long-term notes payable                                      --             --        (151,800)
                                                              --------------  -------------    ------------
  Net cash provided by financing activities                           (3,200)        (3,800)      6,817,500
                                                              ==============  =============    ============

Increase (Decrease) in cash                                           (5,700)          (700)         17,900
                                                              ==============  =============    ============
Beginning cash balance                                                23,600          4,200              --
                                                              --------------  -------------    ------------
Ending cash balance                                           $       17,900  $       3,500    $     17,900
                                                              ==============  =============    ============

</TABLE>

                                       5

<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, 2002.  The notes to
the audited financial statements presented with the Company's SEC Form 10-KSB as
of June  30,  2002  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, 2002, included in
the  Company's  Form 10KSB for the year ended June 30, 2002 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.

Accounting Pronouncements
-------------------------

In September  2000, the FASB issued SFAS No. 140  "Accounting  for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." This statement
provides  accounting  and  reporting  standards  for  transfers and servicing of
financial assets and extinguishment of liabilities and also provides  consistent
standards for  distinguishing  transfers of financial assets that are sales from
transfers that are secured borrowings. SFAS No. 140 is effective for recognition
and   reclassification   of   collateral   and  for   disclosures   relating  to
securitization  transactions  and  collateral  for  fiscal  years  ending  after
December 15, 2000,  and is effective  for  transfers  and servicing of financial
assets and  extinguishments  of liabilities  occurring after March 31, 2001. The
Company  believes  that the adoption of this  standard  will not have a material
effect on the Company's results of operations or financial position.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142,  "Goodwill  and Other  Intangible  Assets".  SFAS No. 141  provides for the
elimination  of the  pooling-of-interests  method  of  accounting  for  business
combinations  with an  acquisition  date of July 1, 2001 or later.  SFAS No. 142
prohibits  the  amortization  of  goodwill  and  other  intangible  assets  with
indefinite lives and requires  periodic  reassessment of the underlying value of
such assets for impairment. SFAS No. 142 is effective for fiscal years beginning
after December 15, 2001. An early adoption  provision  exists for companies with
fiscal years  beginning  after March 15, 2001. On September 1, 2001, the Company
adopted SFAS No. 142.  Application of the nonamortization  provision of SFAS No.
142 will have no effect on the  Company's  financial  statements  as the Company
does not currently have assets with indefinite lives.

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations" (SFAS No. 143). SFAS No. 143 establishes  guidelines related to the
retirement  of tangible  long-lived  assets of the  Company  and the  associated
retirement costs. This statement requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred  if a  reasonable  estimate of fair value can be made.  The  associated
asset  retirement  costs are  capitalized as part of the carrying  amount of the
long-lived assets.  This statement is effective for financial  statements issued
for the fiscal years beginning after June 15, 2002 and with earlier  application
encouraged.  The  Company  adopted  SFAS No. 143 and does not  believe  that the
adoption will have a material impact on the financial  statements of the Company
at September 30, 2002.

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets"  (SFAS No. 144).  SFAS 144  replaces  SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of."

                                       6
<PAGE>

This new standard establishes a single accounting model for long-lived assets to
be  disposed  of by  sale,  including  discontinued  operations.  Statement  144
requires  that these  long-lived  assets be  measured  at the lower of  carrying
amount  or fair  value  less  cost  to  sell,  whether  reported  in  continuing
operations or discontinued operations. This statement is effective beginning for
fiscal years after December 15, 2001, with earlier application  encouraged.  The
Company  adopted  SFAS 144 and does not believe  that the  adoption  will have a
material  impact on the  financial  statements  of the Company at September  30,
2002.

Note 3.

Stock Options
-------------

There are 980,000 shares reserved for the Company's  incentive stock option plan
(980,000). No options have been issued pursuant to the plan.

On March 23, 2001, the Company entered into a letter  agreement with the Company
CEO, 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
$.076 (80% of the closing bid price of $.095 of the  Company's  common  stock on
February 15, 2001.

On February 16, 2001, James Krejci  completed a three year employment  agreement
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 vested  options is $.056 per share,  representing
80% of the bid price of the Company's  common stock on September  2nd, 1998, Mr.
Krejci's original appointment date as CEO of the Company. As additional employee
incentive,  the non  interested  members  of the  Board  of  Directors  passed a
resolutions granting Mr. Krejci: (1) a four year option, effective 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,  (2) a four year option  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,  and (3) a four year  option  effective
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.

On January,  2002,  Gordon  Dihle  completed a three year  employment  agreement
wherein he was employed as Chief Financial Officer of the Company. By completion
of the three year employment agreement Mr. Dihle became invested in common stock
options for seven and one half percent (7.5%) of the outstanding common stock of
the  Company.  The strike  price of all of the  options  is $.056 per share.  As
additional  employee  incentive,  the non  interested  members  of the  Board of
Directors  passed a  resolutions  granting  Mr.  Dihle:  (1) a four year option,
effective 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,  (2) a four year option
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, and (3) a four year
option effective 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.

Effective January 1, 2001, the Company entered into a letter agreement with Marc
Maassen, by which Marc Maassen became employed as President of the Company.  Mr.
Maassen resigned as President of the Company  effective May 31, 2001. During the
term of his  employment as President,  Mr. Maassen became vested in common stock
options for two percent  (2%) of the  outstanding  common  stock of the Company,
said options are exercisable at a price of $.048 per share.

Note 4.

Other Items
-----------

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

                                       7
<PAGE>

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.


                                       8
<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, 2001. 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. In
September  2000 AWN sold its 900 SMR licenses and  operations  to CMSR  Systems,
Inc., an unaffiliated Nevada Corporation.  The communication  equipment owned by
AWN remains under a long term lease to CMSR Systems,  Inc., which transaction is
accounted for as a capital lease (sale). 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,   financial  services  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, 2002 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.

     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  September  30, 2002 and through the present the
Company  continued  as  a  developmental  stage  entity  developing  alternative
strategic plans, efforts to acquire financing,  developing a management plan and
maintaining reporting compliance for various federal government agencies.

                                       9

<PAGE>

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
--------------

     In  September  2000 AWN sold its 900 SMR licenses  and  operations  to CMSR
Systems, Inc., an unaffiliated Nevada Corporation. AWN retained ownership of all
of its SMR  transmission  equipment  as well as a  seven  and one  half  percent
operating  interest in the operational  segment  represented by the licenses and
operations sold to CMSR Systems, Inc. by AWN. As a part of the Asset Acquisition
Agreement (as amended),  AWN leased to CMSR Systems,  Inc.,  certain SMR related
transmission  equipment  for a five (5) year  term at the  initial  base rate of
$33,750 per quarter for the first year of payments,  $42,000 per quarter for the
second year of payments, $52,000 per quarter for the third year of payments, and
$57,250 per quarter for the fourth year of payments provided, however, that such
Equipment  Lease payments began June 1, 2000, with payments waived for the first
year.  The Lessee shall have the option to extend the Lease for 1 year terms (up
to a total of a 3 year extension after the termination of the original five year
term);  provided,  however,  that the  monthly  rate will be based upon the fair
market value ("FMV") of Equipment on the date of any extension as agreed upon by
the parties; provided that in the event that Lessee and the Company cannot agree
on a FMV, the FMV shall be determined by a third party appraiser selected by the
Company and Lessee.  Lessee shall have the option,  within 30 days of the end of
any  term,  to  purchase  the  Equipment  at the then FMV as  determined  by the
parties;  provided that in the event that Lessee and the Company cannot agree on
a FMV, the FMV shall be  determined by a third party  appraiser  selected by the
Company and Lessee. In the event of the bankruptcy of the Company,  Lessee shall
have the right to  purchase  the  Equipment  at its then  FMV.  The lease of SMR
transmission  equipment  is recorded  as a direct  financing  capital  lease for
accounting purposes.

Funding and Acquisition Efforts:
--------------------------------

     In the previous  fiscal year and in the quarter  ended  September 30, 2002,
the Company continued efforts in connection with private financing  proposals to
fund future merger or acquisition  activities as well as working  capital needs.
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,  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.

(b)   Liquidity and Capital Resources

     The  Company  reported  net losses  (unaudited)  of $23,700 for the quarter
ended  September 30, 2002 and has reported net losses from inception  (March 15,
1994) to September 30, 2002 of  $16,456,700.  The Company had deficient  working
capital at September 30, 2002 of $171,200.  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.  No
assurances can be given that the historical sources of borrowings will continue.
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.

                                       10
<PAGE>

     From  November 1, 2002 to the end of fiscal year ended June 30,  2002,  the
Company  estimates  its cash  needs to  maintain  operations  under its  current
negative cash flow situation is approximately  $56,000.  This amount is composed
of $56,000 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  leased  assets 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 September 30, 2002,  the unaudited  results of the Company
indicated deficit working capital of $171,200. All during fiscal 2002 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 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 September 30, 2002  (unaudited),  the following  contingent  stock issue
requirements and warrants were outstanding:

     o    Shares  reserved  for  the  Company's   incentive  stock  option  plan
          (980,000).

     o    On March 23, 2001,  the Company  entered into a letter  agreement with
          the Company CEO, 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 $.076 (80% of the closing bid price
          of $.095 of the Company's common stock on February 15, 2001.

     o    On February 16, 2001,  James Krejci  completed a three year employment
          agreement 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 vested  options is $.056 per  share,  representing  80% of the bid
          price of the  Company's  common  stock on  September  2nd,  1998,  Mr.
          Krejci's  original   appointment  date  as  CEO  of  the  Company.  As
          additional employee incentive, the non interested members of the Board
          of Directors passed a resolutions granting Mr. Krejci: (1) a four year
          option,  effective 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,  (2) a four  year  option  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,  and (3) a four  year  option
          effective  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.

     o    On January,  2002,  Gordon  Dihle  completed  a three year  employment
          agreement  wherein he was employed as Chief  Financial  Officer of the
          Company.  By  completion  of the three year  employment  agreement Mr.
          Dihle became  invested in common stock  options for seven and one half
          percent  (7.5%) of the  outstanding  common stock of the Company.  The
          strike price of all of the options is $.056 per share.  As  additional
          employee  incentive,  the  non  interested  members  of the  Board  of
          Directors  passed a resolutions  granting Mr.  Dihle:  (1) a four year
          option,  effective 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,  (2) a four  year  option  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,  and (3) a four  year  option
          effective  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.

     o    Effective January 1, 2001, the Company entered into a letter agreement
          with Marc Maassen,  by which Marc Maassen became employed as President
          of the Company. Mr. Maassen resigned as President of

                                       11
<PAGE>

          the Company  effective May 31, 2001. During the term of his employment
          as President,  Mr.  Maassen  became vested in common stock options for
          two percent (2%) of the outstanding common stock of the Company,  said
          options are exercisable at a price of $0.048 per share.

     During  quarter  ended  September  30,  2002,  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 September 30, 2002, the Company incurred General and
Administrative  Expenses  of  $12,900,  a decrease  of $67,800  from the quarter
ending  September 30, 2001, when the Company recorded  expenses of $80,700.  The
difference  is  attributable  to  management's  efforts in reducing  overhead by
waiving management  salaries and the termination of SMR operations.  The Company
incurred  $10,800 in interest  expense in the quarter ended  September 30, 2002.
The Company's  Quarter ended  September 30, 2002  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,  2002 and  2001,  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, 2002
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

     There are 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 5.  OTHER INFORMATION:  NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit 99.2       Certification Pursuant to 18 USC, Section 1350


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

     None

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<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the Company  has duly  caused this report  signed on its
behalf by the Undersigned, thereunto duly authorized.

                                         COMTEC INTERNATIONAL, INC.

Date:   November 18,  2002               By:    /s/ James J. Krejci
                                            ------------------------------------
                                            James J. Krejci, President and
                                            Chief Executive Officer

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

                                 CERTIFICATIONS

We, Gordon Dihle and James J. Krejci, certify that:

     1.   I/We have  reviewed  this  quarterly  report on Form  10-QSB of ComTec
          International, Inc. for the quarter ended September 30, 2002;

     2.   Based on my/our knowledge,  this quarterly report does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this quarterly report;

     3.   Based  on  my/our  knowledge,  the  financial  statements,  and  other
          financial  information  included  in  this  quarterly  report,  fairly
          present in all material respects the financial  condition,  results of
          operations  and  cash  flows of the  Registrant  as of,  and for,  the
          periods presented in this quarterly report;

     4.   We  are  responsible  for  establishing  and  maintaining   disclosure
          controls and  procedures  (as defined in Exchange Act Rules 13a-14 and
          15d-14) for the Registrant and have;

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the Registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and  procedures  as of a date within ninety (90) days of
               the filing date of this quarterly report (the "Evaluation Date");
               and

          c.   presented in this quarterly report my/our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               my/our evaluation as of the Evaluation Date;

     5.   We have  disclosed,  based on my/our  most recent  evaluation,  to the
          Registrant's  auditors  and the Audit  Committee  of the  Registrant's
          Board of Directors (or persons performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the Registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  Registrant's  auditors any material
               weakness in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   We have indicated in this  quarterly  report whether or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of

                                       13
<PAGE>

          my/our most recent  evaluation,  including any corrective actions with
          regard to significant deficiencies and material weaknesses.

Dated: November 18, 2002                s/s  James J. Krejci
                                        ----------------------------------------
                                        James J. Krejci, Chief Executive Officer

Dated: November 18, 2002                s/s Gordon Dihle
                                        ----------------------------------------
                                        Gordon Dihle, Chief Financial Officer


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