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, 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 May 13, 2002
-----------------------------------                  ---------------------------

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


           Transitional Small Business Disclosure Format (check one):

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


<PAGE>


                                TABLE OF CONTENTS

              FORM 10-QSB REPORT - FOR QUARTER ENDED MARCH 31, 2002

                           ComTec International, Inc.

PART I

   Item 1.  Financial Statements
            Condensed Consolidated Balance Sheets -
            March 31, 2002  (unaudited) and June 30, 2001 (audited)          3

            Condensed Consolidated Statements of Operations                  4
            Three Months ended March 31, 2002 and 2000
            and from inception (unaudited)

            Condensed Consolidated Statements of Operations                  5
            Nine Months ended March 31, 2002 and 2000
            and from inception (unaudited)

            Condensed Consolidated Statements of Cash Flows                  6
            Nine Months ended March 31, 2002 and 2000
            and from inception (unaudited)

            Notes to Financial Statements                                    7

   Item 2.  Management's Discussion and Analysis or Plan of Operation        10

   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, 2002  June 30, 2001
                                                  --------------  -------------
                                                    (unaudited)     (audited)
Assets

Current Assets

Cash and Equivalents                                     158,700          4,200
Current Portion of Lease Receivable                      208,000        178,000
Other Current Assets                                           0          5,000
Receivable from License Sale                                   0        333,700
                                                  --------------  -------------

Total Current Assets                                     366,700        520,900

Property and Equipment, net                               18,500         28,100
Direct Financing Lease Receivable                        229,000        385,000
                                                  --------------  -------------

     Total Assets                                 $      614,200  $     934,000
                                                  ==============  =============

LIABILITIES

Current Liabilities

Current Portion of Long Term Debt                         33,900         33,900
Accounts Payable                                           7,200         26,600
Shareholder and Officer Note Payable                           0         10,000
Accrued Liabilities                                      837,900        745,700
                                                  --------------  -------------

Total Current Liabilities                                879,000        816,200
                                                  --------------  -------------

Long Term Debt, less current portion                      56,400         81,300
                                                  --------------  -------------

STOCKHOLDER'S EQUITY
--------------------
Common Stock, .001 par value;
Authorized 100,000,000 shares;
70,832,900 shares issued
June 30, 2001 and March 31, 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, 2001 and March 31, 2002                           6,000          6,000

Capital in Excess of Par                              16,208,700     16,208,700
Deficit accumulated during the
development stage                                    (16,606,700)   (16,249,000)
                                                  --------------  -------------

                                                        (321,200)        36,500
                                                  --------------  -------------

     Total Liabilities and Stockholders Equity    $      614,200  $     934,000
                                                  ==============  =============

                                       3
<PAGE>

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

<CAPTION>

                                                           For the Three Months Ended
                                                         March 31, 2002  March 31, 2001
                                                         --------------  --------------
                                                           (unaudited)     (unaudited)
<S>                                                      <C>             <C>
Operating Expenses
   Selling, General and Administrative                   $       89,900  $      251,500
   Compensation in the form of common stock                           -          50,000
   Management fees- related party                                     -               -
                                                         --------------  --------------
Loss before other expense (income)                              (89,900)       (301,500)
                                                         --------------  --------------
Other Income (expense)
Interest and Dividend Income                                          -               -
Interest expense                                                (21,800)         (5,700)
Rental and Other Income                                               -               -
Prepaid Calling Card services, less revenues                          -               -
Loan Origination Fees                                                 -               -
Gain (Loss) on investments, foreclosures and disposals          (62,600)         (6,600)
Write-down of intangibles and LED equipment                           -               -
                                                         --------------  --------------
Total Other Income (Expense)                                    (84,400)        (12,300)
                                                         --------------  --------------
Net Income (Loss)                                        $     (174,300) $     (313,800)
                                                         ==============  ==============

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 Condensed Statements of Operations

<CAPTION>
                                                                                         Cumulative
                                                          For the Nine Months Ended     Amounts from
                                                        March 31, 2002  March 31, 2001   Inception
                                                        --------------  --------------  ------------
                                                         (unaudited)      (unaudited)    (unaudited)
<S>                                                     <C>             <C>              <C>
Operating Expenses
   Selling, General and Administrative                  $      265,700  $      582,900   $ 4,419,300
   Compensation in the form of common stock                          -          50,000     3,846,000
   Management fees- related party                                    -               -        65,000
                                                        --------------  --------------  ------------
Loss before other expense (income)                             265,700         632,900     8,330,300
                                                        --------------  --------------  ------------

Other Income (expense)
Interest and Dividend Income                                         -               -       156,300
Interest expense                                               (29,500)         (8,800)   (1,457,200)
Rental and Other Income                                              -          17,400       180,200
Prepaid Calling Card services, less revenues                         -               -    (1,789,500)
Loan Origination Fees                                                -               -      (532,700)
Gain (Loss) on investments, foreclosures and disposals         (62,600)        327,100      (845,000)
Write-down of intangibles and LED equipment                          -               -    (3,988,600)
                                                        --------------  --------------  ------------
Total Other Income (Expense)                                   (92,100)        335,700    (8,276,500)
                                                        --------------  --------------  ------------

Net Income (Loss)                                       $     (357,800) $     (297,200) $(16,606,800)
                                                        ==============  ==============  ============

Weighted Average Common Shares Outstanding                  70,832,900      70,832,900    28,550,005
                                                        ==============  ==============  ============

Net (Income) Loss per Common Share                      $        (0.01) $        (0.00) $      (0.58)
                                                        ==============  ==============  ============
</TABLE>

                                       5
<PAGE>

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

<CAPTION>
                                                                                             Cumulative
                                                               For the Nine Months Ended    Amounts from
                                                            March 31, 2002  March 31, 2001    Inception
                                                            --------------  --------------  ------------
                                                              (unaudited)     (unaudited)    (unaudited)
<S>                                                         <C>             <C>             <C>
Operating activities:
  Net Income (Loss)                                         $     (357,800) $       16,500  $(16,606,800)
                                                            ==============  ==============  ============

  Adjustments to reconcile net loss to
    net cash used by operating activities:
      Depreciation expense                                           9,600         102,200       716,000
      Services and Interest exchanged for stock                          -               -     3,324,600
      Gain on Sale of Marketable Securities                              -               -       (10,000)
      Write Down of Intangible                                           -               -     3,988,600
      Losses on investments, foreclosure and disposal               62,600               -       677,900

      Changes in assets and liabilities:
      Accounts receivable                                                -               -       (25,300)
      Deposits and other                                                 -               -        (2,500)
      (Increase) decrease in other current assets                  308,700        (333,700)     (302,600)
      Increase (decrease) in account payable & liabilities             300         219,800     2,564,600
      Other Assets                                                       -               -       125,200
                                                            --------------  --------------  ------------
  Net cash from (used) in operating activities                      23,400           4,800    (5,220,300)

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                              -          (2,300)   (1,702,100)
  Proceeds from direct financing lease                             156,000               -       286,100
  Other                                                                  -               -      (140,000)
                                                            --------------  --------------  ------------
  Net cash used in investing activities                            156,000          (2,300)   (2,010,300)
                                                            --------------  --------------  ------------
Financing activities:
  Advances from related party                                            -               -     1,184,500
  Proceeds: preferred stock                                              -               -         6,000
  Proceeds: private place of common stock                                -               -     1,302,600
  Proceeds: short term notes                                             -               -     1,405,100
  Warrants                                                               -               -        30,000
Convertible Debentures                                                   -               -     4,100,000
  Payments on notes payable                                        (24,900)         (5,900)     (906,900)
  Payment on long-term notes payable                                     -               -       (49,400)
                                                            --------------  --------------  ------------
  Net cash provided by financing activities                        (24,900)         (5,900)    7,071,900
                                                            --------------  --------------  ------------
Increase (Decrease) in cash                                        154,500          (3,400)      158,700
Beginning cash balance                                               4,200           5,100             -
                                                            --------------  --------------  ------------
Ending cash balance                                         $      158,700  $        1,700  $    158,700
                                                            ==============  ==============  ============
</TABLE>

                                       6
<PAGE>

                   ComTec International, Inc. and Subsidiaries
                        (a Development Stage Enterprise)
                 Notes to the Consolidated Financial Statements

Note 1.

     a)  The  summary  of  the  Issuer's  significant  accounting  policies  are
     incorporated  by reference to the  Company's SEC Form 10-KSB as of June 30,
     2001.  The notes to the audited  financial  statements  presented  with the
     Company's  SEC Form 10-KSB as of June 30, 2001 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, 2001, included in the Company's Form 10KSB for the year
     ended June 30, 2001 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.

Subsequent Events

In March of  2002,  the  Company  made a  scheduled  payment  of  $6,250  on its
settlement obligation with A-1 Office Products. In April 2002, subsequent to the
quarter  ended March 31, 2002,  the Company made early final  payment of the A-1
Office Products remaining debt of $68,750 by a negotiated payment of $66,000 and
obtained a release of claims from A-1 Office Products.

Note 3.

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

                                       7
<PAGE>

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 March 31, 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." 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 March 31, 2002.

Note 4.

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 James
Krejci, the Company CEO, which 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 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 previous  three year  letter
agreement with James Krejci.  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) On May 6, 1999,  as
additional  employee  incentive,  the non  interested  members  of the  Board of
Directors passed a resolution  granting Mr. Krejci a four year option, to become
effective after July 1, 1999, to purchase 1,300,000 shares of the Company's .001
par  value  common  stock at a strike  price of $.05  per  share,  based  upon a
calculation  of 111% of the .045 bid price of the stock on May 6, 1999. On March
20, 2000, as additional  employee  incentive,  the non interested members of the
Board of Directors  passed a resolution  granting Mr. Krejci a four year option,
to become  effective  after July 1, 2000,  to purchase  1,300,000  shares of the
Company's  .001 par value  common  stock at a strike  price of $.111 per  share,
based upon a  calculation  of 111% of the .10  closing bid price of the stock on
March 21, 2000. On November 1, 2000, as additional employee  incentive,  the non
interested  members of the Board of Directors  passed a resolution  granting Mr.
Krejci a four year  option,  to become  effective  after  January  1,  2001,  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,  the  Company  CFO which  called 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) 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.

                                       8
<PAGE>

Effective January 1, 2001, the Company entered into a letter agreement with Marc
Maassen,  the Company's former President.  The letter agreement called 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  called 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.  Mr.  Maassen
resigned as President effective May 31, 2001.

Note 5.

Other Items

In September  2000 AWN sold its 900 SMR licenses and operations to CMSR Systems,
Inc., an unaffiliated  Nevada  Corporation but retained ownership in 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. The seven and one
half  percent  operating  interest was  reported  for  accounting  purposes as a
receivable  from licenses  sales in the amount of 333,700 based upon third party
agreements  between CMSR Systems,  Inc. and Nextel.  In March of 2002, the third
party agreement  between CMSR Systems,  Inc. and Nextel was  consummated  with a
reduced cash payment  rather than the  originally  intended  stock based payment
upon which the receivable  was based and as a result,  AWN received a payment of
$271,200 on its $333,700 receivable.  The remaining receivable balance of 62,500
was written off as loss on disposal of assets.

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.


                                       9
<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, 2001 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 March 31, 2002 and through the present the Company
continued as a  developmental  stage entity  focused on  developing  alternative
strategic  acquisition  plans,  efforts to acquire  financing,  and  maintaining
reporting compliance for various federal government agencies.


                                       10
<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.  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.  The seven and one half percent
operating  interest was reported for  accounting  purposes as a receivable  from
licenses sales based upon third party agreements between CMSR Systems,  Inc. and
Nextel in the amount of $333,700.  In March of 2002,  the third party  agreement
between  CMSR  Systems,  Inc.  and Nextel was  consummated  with a reduced  cash
payment rather than the originally intended stock based payment and as a result,
AWN received a payment of $271,200 on its  $333,700  receivable.  The  remaining
receivable balance of 62,500 was written off as loss on disposal of assets. 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 March 31, 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 $174,300 for the quarter
ended March 31, 2002 and has reported net losses from inception (March 15, 1994)
to March 31, 2002 of $16,606,800.  The Company had deficient  working capital at
March 31, 2002 of $512,300.  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  sources of  borrowings  would  continue.  The  Company is
highly leveraged and a number of developments over the past quarter had material
adverse effects on the Company.

     Subsequent  to the quarter  ended March 31,  2002,  the Company  made early
final  payment  of the  A-1  Office  Products  remaining  debt of  $68,750  by a
negotiated  payment of $66,000 and  obtained a release of claims from A-1 Office
Products.

                                       11
<PAGE>

     From May 1, 2002 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  $40,000. This amount is composed of $40,000 for
working capital assuming that current operations continue in its present status.

     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,  2002,  the  unaudited  results of the  Company
indicated deficit working capital of $512,300. All during fiscal 2001 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 March  31,  2002  (unaudited),  the  following  contingent  stock  issue
requirements and warrants were outstanding:

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

     -    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  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

                                       12
<PAGE>

          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
          Maassen  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
          called 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. Mr. Maassen resigned as President  effective May 31,
          2001.

     During quarter ended March 31, 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 March 31, 2002,  the Company  incurred  General and
Administrative  Expenses  of $89,900,  a decrease  of $162,500  from the quarter
ending  March 31, 2001,  when the Company  recorded  expenses of  $251,500.  The
difference is attributable to management's  efforts in reducing overhead and the
termination of SMR  operations.  In September 2000 AWN sold its 900 SMR licenses
and operations to CMSR Systems,  Inc., an  unaffiliated  Nevada  Corporation but
retained  ownership  in 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.  The seven and one half  percent  operating  interest was
reported for  accounting  purposes as a receivable  from  licenses  sales in the
amount of 333,700 based upon third party agreements  between CMSR Systems,  Inc.
and Nextel.  In March of 2002, the third party  agreement  between CMSR Systems,
Inc. and Nextel was  consummated  with a reduced  cash  payment  rather than the
originally  intended stock based payment upon which the receivable was based and
as a result, AWN received a payment of $271,200 on its $333,700 receivable.  The
remaining  receivable  balance of 62,500 was  written off as loss on disposal of
assets.  Additionally,  the Company  incurred $21,800 in interest expense in the
quarter  ended  March 31,  2002.  The  Company's  Quarter  ended  March 31, 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,  2001 and  2000,  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, 2001
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.

                                       13
<PAGE>

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

ITEM 5.  OTHER INFORMATION:  NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

              None

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

              None


                                   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 17,  2002                  By:    /s/ James J. Krejci
                                          -------------------------------------
                                          James J. Krejci, President and
                                          Chief Executive Officer

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


                                       14