U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)

[ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended     June 30, 2001
                                        -------------------------------

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from               to
                                        --------------   ------------------

                        Commission File Number: 2-86724D
                                                --------

                          Versacom International, Inc.
          -------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its Charter)

         Utah                                           87-0396692
-------------------------------           --------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                 131 N.W. 13th Street, Boca Raton, Florida 33432
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 362-0049
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former Name, former address and former fiscal year,
                          if changed since last Report)

         Check whether the issuer (1) has 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 practicable date: 15,867,212 shares of Common
Stock as of August 19, 2001.

         Transitional Small Business Disclosure Format:       Yes [ ]   No [X]




<PAGE>


                          VERSACOM INTERNATIONAL, INC.

PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements (unaudited)


VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 2001
<TABLE>
<CAPTION>
====================================================================================================

ASSETS
====================================================================================================

<S>                                                                                      <C>
CURRENT ASSETS
     Cash                                                                                $       903
     Accounts receivable, net of allowance of $27,313                                        146,424
     Inventory                                                                                31,153
----------------------------------------------------------------------------------------------------
         Total current assets                                                                178,480

PROPERTY AND EQUIPMENT                                                                        97,450

CUSTOMER LIST, NET                                                                            48,750

OTHER ASSETS                                                                                  35,785
----------------------------------------------------------------------------------------------------

         TOTAL ASSETS                                                                    $   360,465
====================================================================================================

LIABILITIES AND DEFICIENCY IN ASSETS
====================================================================================================

CURRENT LIABILITIES
     Accounts payable                                                                    $   881,701
     Notes payable                                                                           420,000
     Convertible note payable                                                                 30,000
     Current maturities of long-term debt                                                     17,235
     Current maturities of obligations under capital leases                                   14,273
     Current maturities of stockholder loans                                                  83,774
     Accrued wages and related taxes and benefits                                            408,407
     Sales tax payable                                                                        72,501
     Other accrued liabilities                                                               182,889
----------------------------------------------------------------------------------------------------
         Total current liabilities                                                         2,110,780

LONG-TERM DEBT                                                                                29,301

OBLIGATIONS UNDER CAPITAL LEASES                                                               4,837

STOCKHOLDER LOANS                                                                            348,349
----------------------------------------------------------------------------------------------------

         TOTAL LIABILITIES                                                                 2,493,267
----------------------------------------------------------------------------------------------------

DEFICIENCY IN ASSETS                                                                      (2,132,802)
----------------------------------------------------------------------------------------------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                      $   360,465
====================================================================================================
</TABLE>

                                       2
<PAGE>


VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>

===================================================================================================================================
                                                                  Three Months Ended June 30,           Six Months Ended June 30,
                                                                 ------------------------------      ------------------------------
                                                                     2001              2000               2001              2000
===================================================================================================================================
<S>                                                              <C>               <C>               <C>               <C>
NET SALES                                                        $    314,893      $  1,032,122      $    509,937      $  2,117,612

COST OF GOODS SOLD                                                    244,855           949,202           427,759         1,372,182
-----------------------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                                           70,038            82,920            82,178           745,430

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                          629,008           413,886         1,744,181           730,883
-----------------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                                              (558,970)         (330,966)       (1,662,003)           14,547
-----------------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE)
   Other income                                                         7,050             1,158             7,050             3,141
   Interest expense                                                   (17,669)             (304)          (22,141)             (660)
-----------------------------------------------------------------------------------------------------------------------------------
     Total other income (expense)                                     (10,619)              854           (15,091)            2,481
-----------------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                                                $   (569,589)     $   (330,112)     $ (1,677,094)     $     17,028
===================================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING               12,272,129        12,300,000         9,666,654        12,300,000
===================================================================================================================================

NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED                  $      (0.05)     $      (0.03)     $      (0.17)     $         --
===================================================================================================================================
</TABLE>


                                       3

<PAGE>


VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>
===================================================================================================================================

                                                                                                         2001             2000
===================================================================================================================================
<S>                                                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                                                $(1,677,093)       $    17,028
-----------------------------------------------------------------------------------------------------------------------------------

    Adjustments to reconcile net income (loss) to net cash provided by (used in)
       operating activities:
       Bad debts                                                                                          15,805              2,306
       Depreciation and amortization                                                                      20,621             13,120
       Debt issued for services                                                                          400,000                 --
       Stock issued for services                                                                         255,000                 --
       Changes in operating assets and liabilities:
          Accounts receivable                                                                             (9,035)          (137,798)
          Inventory                                                                                       18,219                 --
          Accounts payable                                                                               222,228            124,321
          Accrued wages and related taxes and benefits                                                   206,359              5,753
          Sales tax payable                                                                              (25,386)            26,222
          Other accrued liabilities                                                                      108,088             (6,911)
-----------------------------------------------------------------------------------------------------------------------------------
              Total adjustments                                                                        1,211,899             27,013
-----------------------------------------------------------------------------------------------------------------------------------
                 Net cash provided by (used in) operating activities                                    (465,194)            44,041
-----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of equipment                                                                                     --             (1,066)
    Acquisition of customer list                                                                         (15,000)                --
    Other current assets                                                                                 (13,015)                --
    Cash balance of company acquired                                                                     (12,241)                --
    Net liabilities of company acquired                                                                   (5,382)                --
-----------------------------------------------------------------------------------------------------------------------------------
                 Net cash used in investing activities                                                   (21,156)            (1,066)
-----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt                                                                         (12,066)            (6,283)
    Repayments on capital leases                                                                          (4,222)            (2,048)
    Repayments on stockholder loans                                                                       (6,073)           (15,512)
    Advances from stockholder                                                                            232,000                 --
    Issuance of common stock                                                                             259,700                 --
-----------------------------------------------------------------------------------------------------------------------------------

                 Net cash provided by (used in) financing activities                                     469,339            (23,843)
-----------------------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                                                                          (17,011)            19,132

CASH - BEGINNING OF PERIOD                                                                                17,914                200
-----------------------------------------------------------------------------------------------------------------------------------

CASH - END OF PERIOD                                                                                 $       903        $    19,332
===================================================================================================================================

Supplemental Disclosures of Cash Flow Information:

    Interest paid                                                                                    $     6,138        $     4,816
===================================================================================================================================
</TABLE>


                                       4
<PAGE>



VERSACOM INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================

NOTE 1.           BASIS OF PRESENTATION AND CONSOLIDATION
================================================================================

                  Basis of Presentation

                  The accompanying unaudited condensed consolidated financial
                  statements have been prepared in accordance with accounting
                  principles generally accepted in the United States for interim
                  financial information and with the instructions to Form 10-QSB
                  for quarterly reports under section 13 or 15(d) of the
                  Securities Exchange Act of 1934. Accordingly, they do not
                  include all of the information and footnotes necessary for a
                  complete presentation of financial position, results of
                  operations and cash flows in conformity with accounting
                  principles generally accepted in the United States.

                  In the opinion of management, all adjustments considered
                  necessary for a fair presentation have been included and such
                  adjustments are of a normal recurring nature. Operating
                  results for the six month period ended June 30, 2001 are not
                  necessarily indicative of the results that may be expected for
                  the year ending December 31, 2001.

                  The audited financial statements for the year ended December
                  31, 2000, which are included in the Company's Report on Form
                  8-K as amended, should be read in conjunction with these
                  condensed consolidated financial statements.

                  Basis of Consolidation

                  The condensed consolidated financial statements include the
                  accounts of VersaCOM International, Inc. (VersaCOM) and its
                  wholly owned subsidiaries, VersaCOM Holdings, Inc. and
                  Northeast Technologies, Inc. (collectively "the Company"). All
                  significant intercompany balances and transactions have been
                  eliminated in consolidation.

                  New Accounting Pronouncements
                  In June 2001, the Financial Accounting Standards Board issued
                  Statement of Financial Accounting Standards No. 141, "Business
                  Combinations," and No. 142, "Goodwill and Other Intangible
                  Assets," effective for fiscal years beginning after December
                  15, 2001. Under the new rules, goodwill and intangible assets
                  deemed to have indefinite lives will no longer be amortized
                  but will be subject to annual impairment tests in accordance
                  with the Statements. Other intangible assets will continue to
                  be amortized over their useful lives.

                  The Company will apply the new rules on accounting for
                  goodwill and other intangible assets beginning in the first
                  quarter of 2002. Also during 2002, it will perform the
                  required impairment tests of goodwill and indefinite life
                  intangible assets as of January 1, 2002. The Company has not
                  yet determined what the effects of these Statements will be on
                  its financial position and results of operations.

                                       5
<PAGE>


================================================================================
NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

                  Use of Estimates

                  The preparation of financial statements in conformity with
                  accounting principles generally accepted in the United States
                  requires management to make estimates and assumptions that
                  affect the reported amounts of assets and liabilities and
                  disclosure of contingent assets and liabilities as of the
                  balance sheet date and the reported amounts of revenues and
                  expenses during the respective reporting period. Actual
                  results could differ from those estimates.

                  Net Income (Loss) Per Share

                  The Company applies Statement of Financial Accounting
                  Standards No. 128, "Earnings Per Share" (FAS 128) which
                  requires dual presentation of net income (loss) per share:
                  Basic and Diluted. Basic income (loss) per share is computed
                  using the weighted average number of common shares outstanding
                  during the period. Outstanding stock options were not
                  considered in the calculation of diluted loss per share for
                  the three and six month periods ended June 30, 2001 as their
                  effect would have been anti-dilutive. There were no
                  potentially dilutive securities outstanding during the three
                  and six month periods ended June 30, 2000.

================================================================================
NOTE 3.           REVERSE ACQUISITION
================================================================================

                  On March 7, 2001, the Company entered into an agreement and
                  plan of merger with Encibar, Inc. (Encibar), a non-operating
                  public reporting company. The agreement provides, among other
                  things, that Encibar acquire all of the outstanding common
                  stock of the Company in exchange for 10,460,000 shares of
                  common stock of Encibar. The agreement also provides for the
                  Company to pay $400,000 to an investment consultant for
                  services provided related to the merger.

                  For accounting purposes this transaction was treated as an
                  acquisition of assets of Encibar by the Company and as a
                  recapitalization of the Company (reverse merger).

================================================================================
NOTE 4.           SIGNIFICANT TRANSACTIONS
================================================================================

                  Northeast Technologies, Inc.

                  In May 2001, VersaCOM acquired all of the outstanding stock of
                  Northeast Technologies, Inc. for 12,000 shares of the
                  Company's common stock worth approximately $5,400.

                  The acquisition was accounted for as a purchase and
                  accordingly, the purchase price was allocated to the net
                  assets acquired based on their estimated fair market values.
                  No goodwill was recorded as a result of this transaction.

                  Unaudited pro forma results of operations after giving effect
                  to certain adjustments resulting from the acquisition for the
                  six month period ended June 30, 2001 and 2000 as if the
                  business combination had occurred at the beginning of each
                  period presented are not material to the financial statements
                  and, accordingly, are not presented herein.

                                       6
<PAGE>


================================================================================
NOTE 4.           SIGNIFICANT TRANSACTIONS (Continued)
================================================================================

                  OnCall Communications, Inc.

                  In May 2001, VersaCOM purchased substantially all of the
                  assets of OnCall Communications, Inc. which consisted
                  principally of a customer list. The purchase price was $15,000
                  cash and 79,545 shares of the Company's common stock worth
                  $35,000.

                  The acquisition was accounted for as a purchase and
                  accordingly, the purchase price was allocated to the customer
                  list which has a useful life of five years and is being
                  amortized using the straight-line method. Amortization expense
                  for the three month period ended June 30, 2001 amounted to
                  $1,250.

                  Unaudited pro forma results of operations after giving effect
                  to certain adjustments resulting from the acquisition for the
                  six month period ended June 30, 2001 and 2000 as if the
                  business combination had occurred at the beginning of each
                  period presented are not material to the financial statements
                  and, accordingly, are not presented herein.

                  Sale of Common Stock

                  In June 2001, the Company sold 638,700 shares of its common
                  stock to unrelated investors for an aggregate of $249,700.

                  Letter of Intent

                  In May 2001, the Company entered into a letter of intent to
                  acquire the assets of a voice and data networking company
                  headquartered in Maine.

================================================================================
NOTE 5.           STOCK BASED COMPENSATION
================================================================================

                  In March 2001, the Company established a Stock Option Plan
                  (the Plan) which provides for the Company to issue options to
                  employees, directors and outside consultants of the Company.
                  The issuance and form of options shall be at the discretion of
                  the Company's board of directors. The Company has allocated
                  3,500,000 shares of common stock to the Plan.

================================================================================
NOTE 6.           NOTE PAYABLE
================================================================================

                  In July 2001, as part of a settlement agreement relating to
                  the $400,000 to be paid to the investment consultant described
                  in Note 3, the Company is required to pay the $400,000 on
                  specified dates through February 15, 2002.

================================================================================
NOTE 7.           GOING CONCERN CONSIDERATIONS
================================================================================

                  The Company has negative working capital and has sustained
                  operating losses and negative cash flows from operations and
                  has experienced difficulty in meeting its obligations as they
                  become due. These factors raise substantial doubt about the
                  Company's ability to continue as a going concern.

                                       7
<PAGE>


================================================================================
NOTE 7.           GOING CONCERN CONSIDERATIONS (Continued)
================================================================================

                  Management believes the risk of this uncertainty is mitigated
                  by certain events that have occurred subsequent to June 30,
                  2001, including the Company raising approximately $319,000 in
                  equity. In addition, in June 2001, the Company engaged the
                  services of several investment banking firms to raise
                  additional equity and was awarded a government contract along
                  with several other companies to install DSL lines for
                  government employees. The ability of the Company to continue
                  as a going concern is dependent on generating operating profit
                  and positive cash flows and/or generating additional debt or
                  equity.

                  The financial statements do not include any adjustments that
                  might be necessary if the Company is unable to continue as a
                  going concern.

================================================================================
NOTE 8.           SIGNIFICANT CUSTOMER
================================================================================

                  Individual accounts receivable balances at June 30, 2001, in
                  excess of 10% of total accounts receivable were as follows:

                                                  Amount      % of Accounts
                                                                Receivable
                  --------------------------------------------------------------

                           Customer A          $      51,589        30%
                           Customer B          $      23,916        14%
                           Customer C          $      20,010        12%

================================================================================
NOTE 9.           SUBSEQUENT EVENTS
================================================================================

                  In July 2001 the Company entered into letters of intent to
                  acquire the assets of telecommunications interconnect
                  companies in New Jersey, New Hampshire and Pennsylvania.

                                       8
<PAGE>



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

Cautionary Statement Regarding Forward-Looking Statements
---------------------------------------------------------

         Certain statements contained in this Section and elsewhere in this
report regarding matters that are not historical facts are forward-looking
statements. Because such forward-looking statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. All statements which address
operating performance, events or developments that management expects or
anticipates to incur in the future, including statements relating to sales and
earnings growth or statements expressing general optimism about future operating
results, are forward-looking statements. The forward-looking statements are
based on management's current views and assumptions regarding future events and
operating performance. Many factors could cause actual results to differ
materially from estimates contained in management's forward-looking statements.
The differences may be caused by a variety of factors, including, but not
limited to, adverse economic conditions, competitive pressures, inadequate
capital, unexpected costs, lower revenues, net income and forecasts, the
possibility of fluctuation and volatility of the Company's operating results and
financial condition, inability to carry out marketing and sales plans and loss
of key executives, among other things.

Results of Operations

         Effective March 9, 2001, the Company, which was then known as Encibar,
Inc., completed a "reverse merger" resulting in the acquisition of all of the
outstanding shares of capital stock of Versacom International, Inc., a Florida
corporation ("Versacom Florida"). Upon completion of the acquisition, Encibar,
Inc. changed its name to Versacom International, Inc. The following results of
operations reflect the operating results of Versacom Florida for the three and
six months ended June 30, 2001 and 2000.

Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
-----------------------------------------------------------------------------

         For the three months ended June 30, 2001, we generated revenues of
$314,893, a 69% decrease from revenues of $1,032,122 for the corresponding three
month period of 2000. This decrease was primarily caused by inconsistent sales
while we develop more effective and efficient marketing capabilities. We have
implemented a plan designed to reallocate existing management skills, and
recruit qualified sales personnel, all in an effort to provide necessary public
company executive and administrative support, without reduction in sales and
marketing efforts.

         For the 2001 quarter, we incurred a net loss of $(569,589) or
approximately $(.05) per share, compared to a net loss of $(330,112) or
approximately $(.03) per share for the corresponding quarter in 2000. The net
loss was primarily attributable to the reduced sales and an increase in
executive and marketing personnel to manage an acquisition-minded public
company.

                                       9
<PAGE>

         Expenses of $629,008 for the quarter ended June 30, 2001 reflect a
increase of 52% over expenses of $413,886 incurred during the quarter ended June
30, 2000. This increase in expenses is primarily attributable to increased
personnel costs.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
-------------------------------------------------------------------------

         For the six months ended June 30, 2001, we generated revenues of
$509,937, a 76% decrease from revenues of $2,117,612 for the corresponding six
month period of 2000. This decrease was primarily caused by inconsistent sales
while we develop more effective and efficient marketing capabilities. We have
implemented a plan designed to reallocate existing management skills, and
recruit qualified sales personnel, all in an effort to provide necessary public
company executive and administrative support, without reduction in sales and
marketing efforts.

         For the six month period in 2001, we incurred a net loss of
$(1,677,094) or approximately $(.17) per share, compared to net income of
$17,028 or approximately nil per share for the corresponding six month period in
2000. The net loss was primarily attributable to the reduced sales and an
increase in executive and marketing personnel to manage an acquisition-minded
public company.

         Expenses of $1,744,181 for the six months ended June 30, 2001 reflect a
increase of 139% over expenses of $730,883 incurred during the six months ended
June 30, 2000. This increase in expenses is primarily attributable to increased
personnel costs.

Liquidity, Capital Resources and Plan of Operations

         As of March 31, 2000 and 1999, the auditors of the financial statements
of Encibar, Inc. indicated in their audit report that Encibar, Inc.'s net losses
and working capital deficits raised substantial doubt that Encibar, Inc. would
be able to continue as a going concern. For the years ended December 31, 2000
and 1999, the audited financial statements of Versacom Florida included an
unqualified opinion with an explanatory paragraph indicating the uncertainty of
the Company's ability to continue as a going concern.

         As of June 30, 2001, we had a working capital deficit of $1,932,300, in
that our current liabilities exceeded our current assets by that amount. At June
30, 2001, we also had an accumulated deficit of $2,132,802.

         Prior to completion of the "reverse merger" Versacom Florida generated
annual revenues of in excess of $3,000,000. However, maximizing revenues was
made difficult by a lack of marketing personnel. This problem was exacerbated
when John Kaiser, then Versacom Florida's sole salesperson, turned his attention
to completion of the "reverse merger" and, thereafter, the day-to-day
responsibilities of public company administration. In order to provide necessary
administration and expanded marketing activities on an executive level, we have
begun building a highly experienced and aggressive sales staff. We have engaged
Brad Fischer as the Company's Vice President of Sales. Mr. Fischer has spent

                                       10
<PAGE>

thirteen years in the communications industry. During the last seven years, Mr.
Fischer has been employed as the regional manager for the Company's main vendor,
Telrad Telecommunications. We have also hired and/or positioned for hiring,
regional or local sales managers for South Florida and New England, and propose
to retain additional sales managers as we complete planned acquisitions in
Maine, New Hampshire and Orlando.

         Recent results have confirmed management's belief that the Company's
focus on personnel changes would positively affect operations. In July 2001, we
entered into and agreement for the Company to become Project Manager of a third
party's contract with the United States General Services Administration to
install DSL lines for various Government agencies. Also in July, the Company was
designated to provide of new communications systems, and maintain current
communications systems, for a bridalwear company with 138 locations throughout
the United States, and plans to open 25 additional locations over the next year.
The Company has also been designated as the "outsourced IT Department" for such
entities as the City of Sunny Isles, Florida.

         The Company's business plan envisions the acquisition of small
"telephone interconnect" companies and increasing their sales by providing data
maintenance and data sales to their existing customer base. Management believes
that existing interconnect companies have been reluctant to capitalize upon the
convergence of voice and data communication. The Company's plans have recently
been implemented, and since the end of the first quarter, the Company has
acquired companies in Portland, Maine and Winter Garden (Orlando) Florida, and
has entered into binding and non-binding agreements to acquire operations in
Portland, Maine, Somersworth, New Hampshire (Boston Area), West Berlin, New
Jersey (Philadelphia Area) and Norwalk, Connecticut. These and future
acquisition candidates have been selected due to their anticipated
profitability.

         Since January 2001, the Company has augmented operating revenues with
approximately $750,000 in equity investments. We may require additional funding
in order to implement our business plans. There is no assurance that additional
funding, if required, will be available to us on favorable terms. While we have
executed a term sheet with Joseph Stevens and Company, New York, New York, to
raise $600,000 to $1,000,000 of additional capital, our understanding with
Joseph Stevens and Company is subject to the execution of mutually acceptable
definitive agreements. To date, we have not agreed upon mutually acceptable
terms with Joseph Stevens and Company, and there is no assurance that this
proposed funding will be consummated.


                                       11
<PAGE>


PART II. OTHER INFORMATION
         -----------------


Item 1.           Legal Proceedings.

         On March 30, 2001, the Company filed a form S-8 registration
registering shares issuable to certain consultants, as well as the shares
covered by the Company's stock option plan. Thereafter, a lawsuit was commenced
by a former consultant to the Company, alleging that the issuance of the shares
to the consultants under the form S-8 violated the March 7, 2001 Plan of
Reorganization involving the Company and Versacom International, Inc., a Florida
corporation. The Company settled the lawsuit, in part by canceling the shares
issued to the consultants and covered by the S-8 registration statement, and by
agreeing to accelerate the payments on a $350,000 note due the plaintiff and to
pay $50,000 in expenses.

Item 2.           Changes in Securities.

      On April 4, 2001, the Company sold an aggregate of 40,000 shares of common
stock to two investors for a purchase price of $15,000, or approximately, $.375
per share.

      On April 25, 2001, the Company sold 598,700 shares of common stock to one
investor for a purchase price of $234,700, or approximately, $.392 per share.

      On May 11, 2001, the Company acquired all of the assets of Northeast
Technologies, Inc. and, as consideration therefor, issued 12,000 shares of
common stock, valued at $5,400 or $.45 per share.

      On May 18, 2001, the Company acquired substantially all of the assets of
OnCall Communications, Inc. and, as partial consideration therefor, issued
79,545 shares of common stock, valued at $35,000 or $.44 per share.

      No underwriter or placement agent was used in connection with the
foregoing transactions and no fees, commissions or other remuneration were paid
in connection therewith. The foregoing transactions were exempt from the
registration requirements of the Securities Act of 1933, as amended, by reason
of Section 4(2) thereof and the rules and regulations thereunder.


Item 3.           Defaults Upon Senior Securities.

                  None.

Item 4.           Submission of Matters to a Vote of Security Holders.

                  None.


                                       12
<PAGE>

Item 5.           Other Information.

                  None.

Item 6.           Exhibits and Reports on Form 8-K.

                  (a)      Exhibits required by Item 601 of Regulation S-B

                           None.

                  (b)      Reports on Form 8-K

                           During the period covered by this Report no Reports
                           on Form 8-K were filed.


                                       13
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.


                                    VERSACOM INTERNATIONAL, INC.



                                    By:    /s/ Fred Schwartz
                                           -------------------------------------
                                           Fred Schwartz
                                           President and Chief Executive Officer


                                    By:    /s/ Dominic Paris
                                           -------------------------------------
                                           Dominic Paris
                                           Chief Financial Officer

Dated: August 20, 2001


                                       14