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, 2000

[   ]            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.)

            9350 East Arapahoe Road, Suite 340, 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      No   x


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 10, 2000
-----------------------------------              ---------------------------
Common Stock, $0.001 par value                           44,876,191


           Transitional Small Business Disclosure Format (check one):
                                   Yes      No   x


<PAGE>


                                TABLE OF CONTENTS

              FORM 10-QSB REPORT - FOR QUARTER ENDED MARCH 31, 2000

                           ComTec International, Inc.

PART I

     Item 1.   Financial Statements
               Condensed Consolidated Balance Sheets -
               March 31, 2000 (unaudited) and June 30, 1999 (audited)         3

               Condensed Consolidated Statements of Operations                4
               Nine months ended March 31, 2000 and 1999
               and  from inception (unaudited)

               Condensed Consolidated Statements of Operations                5
               Three Months ended March 31, 2000 and 1999
               (unaudited)

               Condensed Consolidated Statements of Cash Flows                6
               Nine months ended March 31, 2000 and 1999
               and  from inception (unaudited)

               Notes to Financial Statements                                  7

     Item 2.   Management's Discussion and Analysis or Plan of Operation      8

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk    12

PART II

     Item 1.   Legal Proceedings                                             12
     Item 2.   Change in Securities                                          13
     Item 3.   Defaults Upon Senior Securities                               13
     Item 4.   Submission of Matters to a vote of Security Holders           13
     Item 5.   Other Information                                             13
     Item 6.   Exhibits  and Reports on Form 8-K                             13

SIGNATURE PAGE                                                               13

                                       2
<PAGE>


                                     PART I

ITEM 1.   FINANCIAL STATEMENTS

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

<CAPTION>
                                                   March 31, 2000  June 30, 1999
                                                     (unaudited)      (audited)
                                                     -----------     -----------
<S>                                                  <C>             <C>
Assets

Current Assets

Cash and Equivalents                                 $     5,400     $    70,500

Accounts Receivable, less allowance

For doubtful collections of $28,900                                       63,100

LED Equipment held for resale                          1,314,300       1,314,300
                                                     -----------     -----------

Total Current Assets                                   1,319,700       1,447,900


Property and Equipment, net                            1,088,000       1,249,100
License Rights                                         1,390,700       1,390,700
Other Assets                                               6,800          60,500
                                                     -----------     -----------

         Total Assets                                $ 3,805,200     $ 4,148,200
                                                     ===========     ===========

LIABILITIES

Current Liabilities

Current Portion of Long Term Debt                        178,500          12,000
Accounts Payable                                         290,900          54,000
Notes Payable                                          1,700,000       1,700,000
Accrued Liabilities                                      870,500         846,000
                                                     -----------     -----------

Total Current Liabilities                              3,039,900       2,612,000
                                                     -----------     -----------

Long Term Debt, less current portion                   1,426,200       1,422,000
                                                     -----------     -----------

STOCKHOLDER'S EQUITY
Common Stock, .001 par value;
Authorized 100,000,000 shares;
39,697,196 shares issued
June 30, 1999 and March 31, 2000                          39,700          39,700

Capital in Excess of Par                              13,326,600      13,326,600
Deficit accumulated during the
development stage                                    (14,027,200)    (13,252,100)
                                                     -----------     -----------

                                                        (660,900)        114,200
                                                     -----------     -----------

         Total Liabilities and Stockholders Equity   $ 3,805,200     $ 4,148,200
                                                     ===========     ===========

</TABLE>


                                       3
<PAGE>

<TABLE>

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

<CAPTION>
                                                  For the Nine months Ended
                                                March 31, 2000  March 31, 1999   Cumulative
                                                  (unaudited)     (unaudited)   Amounts from
                                                                                 Inception
                                                                                (unaudited)
                                                   ----------      ----------    ----------
<S>                                                <C>             <C>           <C>
Expenses

   Selling, General and Administrative             $  558,900      $  620,100    $3,837,400
   Compensation in the form of common stock                                       3,655,000
   Management fees- related party
                                                   ----------      ----------    ----------
Loss before other income (expense)                   (558,900)       (620,100)   (7,557,400)
                                                   ----------      ----------    ----------

Other Income (expense)

Interest and Dividend Income                          (56,000)         61,500       100,300
Interest expense                                     (178,500)       (200,700)   (1,337,600)
Rental and Other Income                                18,300         (24,400)      198,500
Loan Origination Fees                                                (292,300)     (532,700)
Prepaid Calling Card services, less revenues                                     (1,352,300)
Loss on investments, foreclosures and disposals                        28,900      (851,300)
Write-down of intangible                                                         (2,674,300)
                                                   ----------      ----------    ----------

Total Other Income (Expense)                         (216,200)       (427,000)   (6,449,400)
                                                   ----------      ----------    ----------

Net Loss                                             (775,100)     (1,047,100)  (14,006,800)
                                                   ==========      ==========    ==========

Weighted Average Common Shares Outstanding         39,697,196      39,697,196    14,692,449
                                                   ==========      ==========    ==========

Net Loss per Common Share                               (0.02)          (0.03)        (0.95)
                                                   ==========      ==========    ==========

</TABLE>

                                       4

<PAGE>

<TABLE>

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

                                                    For the Three Months Ended
                                                  March 31, 2000  March 31, 1999
                                                    (unaudited)     (unaudited)
                                                    ----------       ----------
<S>                                                 <C>              <C>
Expenses

   Selling, General and Administrative              $  218,800       $  319,000
   Compensation in the form of common stock
   Management fees- related party
                                                    ----------       ----------
Loss before other income (expense)                    (218,800)        (319,000)
                                                    ----------       ----------

Other Income (expense)

Interest and Dividend Income                                             48,000
Interest expense                                       (76,500)         (75,200)
Rental and Other Income                                  8,000
Loan Origination Fees
Prepaid Calling Card services, less revenues
Loss on investments, foreclosures and disposals                          57,900
Write-down of intangible
                                                    ----------       ----------
Total Other Income (Expense)                           (68,500)          30,700
                                                    ----------       ----------

Net Loss                                              (287,300)        (288,300)
                                                    ==========       ==========

Weighted Average Common Shares Outstanding          39,697,196       39,697,196
                                                    ==========       ==========

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

</TABLE>

                                       5

<PAGE>

<TABLE>

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

                            For the Nine months Ended

<CAPTION>
                                                  March 31, 1999  March 31, 2000  Cumulative
                                                   (unaudited)     (unaudited)   Amounts from
                                                                                   inception
                                                                                  (unaudited)
                                                   -----------     -----------    ------------
<S>                                                <C>             <C>            <C>
Operating activities:
   Net Loss                                        $(1,047,100)    $  (775,100)   $(14,006,800)
                                                   -----------     -----------    ------------
   Adjustments to reconcile net loss to
    net cash used by operating activities:
       Depreciation expense                            161,100         161,100         639,100
       Services and Interest exchanged for stock                                     3,304,200
       Gain on Sale of Marketable Securities                                           (10,000)
       Write Down of Intangible                                                      2,674,300
       Losses on investments,
         foreclosure and disposal                       28,900                         677,200

 Changes in assets and liabilities:
       Accounts receivable                             (68,000)         63,100         (25,300)
       Deposits and other                               (3,000)         53,800          51,300
       (Increase) decrease in other current assets      10,000                          11,100
       Increase (decrease) in account
         payable & liabilities                         206,200         427,800       2,070,300
       Other Assets                                                                     64,700
                                                   -----------     -----------    ------------
   Net cash used in operating activities              (711,900)        (69,300)     (4,549,900)
                                                   -----------     -----------    ------------
 Investing activities:
   Proceeds from sale of marketable securities                                         267,500
   Proceeds from acquisition                                                            22,100
   License rights - Centennial SMR assets                                             (424,300)
   Marketable securities                                                              (255,600)
   Non-Operating assets                                                                (25,000)
   Related Party                                                                       (39,000)
   Purchase of property, plant and equipment                                        (1,699,800)
   Other                                                                              (140,000)
                                                   -----------     -----------    ------------
   Net cash used in investing activities                     -               -      (2,294,100)
                                                   -----------     -----------    ------------
 Financing activities:
   Advances from related party                                                       1,184,500
   Proceeds: private place of common stock                                           1,138,900
   Proceeds: short term notes                          450,000                       1,295,100
   Warrants                                                                             30,000
 Convertible Debentures                                                              4,100,000
   Payments on notes payable                                                          (882,000)
   Long-term notes payable                                               4,200         (17,100)
                                                   -----------     -----------    ------------
   Net cash provided by financing activities           450,000           4,200       6,849,400
                                                   -----------     -----------    ------------
 Increase (Decrease) in cash                          (261,900)        (65,100)          5,400
 Beginning cash balance                                667,800          70,500               -
                                                   -----------     -----------    ------------
 Ending cash balance                               $   405,900     $     5,400    $      5,400
                                                   ===========     ===========    ============

</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,
     1999.  The notes to the audited  financial  statements  presented  with the
     Company's  SEC Form 10-KSB as of June 30, 1999 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, 1999, included in the Company's Form 10KSB for the year
     ended June 30, 1999 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.

     On March 28, 1997 the  Shareholders  of the Company  approved a proposal to
     give the  Company's  Board of  Directors  authority  to institute a reverse
     stock split of from 3 for 1 to 100 for 1 at the  discretion of the Board of
     Directors  until  December  31,  1997.  On  December  26, 1997 the Board of
     Directors of the Company acted pursuant to shareholder authority granted at
     the Annual Meeting of Shareholders  held March 28th, 1997, to declare a one
     for five reverse stock split of the  Company's  .001 par value common stock
     effective 12:01 A.M.  January 31st, 1998. All share data and per share data
     is stated to reflect the reverse stock split.


                                       7
<PAGE>


ITEM 2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS.

Overview
--------

     ComTec  international Inc. was incorporated on July 6, 1983 in the State of
New  Mexico,  originally  under the name of Nisus  Video,  Inc.  The Company has
undergone  many  changes  to date as a result  of  certain  reorganizations  and
changes of management.  Historical  changes are more fully disclosed in prior 34
Act filings and the most recent  changes,  including  changes in management  are
described in the Company's  10-KSB for the year ended June 30, 1999. The Company
is currently authorized to issue 100,000,000 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") and three inactive
subsidiaries.

     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.
The Company's wireless specialized mobile radio "SMR" supervisory operations are
conducted through AWN.

     From  December 5, 1997 to June 1st,  1999,  AWN operated SMR sites in seven
Metropolitan  Trade  Areas in the  southeastern  U.S.A.,  operating  specialized
mobile radio licenses purchased from Centennial Communications Corp. As a result
of the Asset  Acquisition  Agreement  (as amended)  entered into between AWN and
CMSR  Systems,  Inc. on April 15, 1999,  and reported on Form 8K filed April 30,
1999, the day to day SMR operations of AWN have been undertaken by CMSR Systems,
Inc., an unaffiliated  Nevada  Corporation,  under a management contract wherein
AWN supervises  management of the systems pursuant to FCC rules but actual hands
on  operations  are now  conducted  by CMSR  Systems,  Inc.  The  Company is now
exploring  potential  acquisition  and  or  merger  transactions  with  existing
business opportunities in telecommunications,  information industries,  computer
industry or other cash positive 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, 1999 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

                                       8
<PAGE>



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, 2000 and through the present the Company
continued as a  developmental  stage entity focused on transfer of management of
its SMR  systems and  business to CMSR  Systems,  Inc.,  developing  alternative
strategic plans, efforts to acquire financing,  developing a management plan and
maintaining  reporting compliance for various federal government agencies,  such
as the SEC and FCC.

Current Status and Operations

     From May 10, 1995 until April of 1999,  the  Company's  strategic  business
plan was, aside from terminated  venture in the LED screens and the divested TTI
prepaid phone card investment, been concentrated on wireless telecommunications.
As a result of the Asset Acquisition Agreement (as amended) entered into between
AWN and CMSR Systems,  Inc. (an  unaffiliated  Nevada  Corporation) on April 15,
1999,  and  reported  on  Form  8K  filed  April  30,  1999,  the day to day SMR
operations of AWN have been undertaken by CMSR Systems,  Inc. under a management
contract wherein AWN supervises  management of the systems pursuant to FCC rules
but actual day to day  operations  are now conducted by CMSR  Systems,  Inc. The
Company is now exploring  potential  acquisition and or merger transactions with
existing business opportunities in telecommunications,  information  industries,
computer industry or other cash positive business enterprises.

     The Company has been and  continues  to be in the  development  stage.  The
Company has yet to commence its principal planned  operations and from inception
of the SMR business plan (March 15, 1994) has only generated  auxiliary revenues
to defray  the cost of its  planned  operations,  with only  limited  success in
implementing  actual operations.  The Company has financed its operations during
the  development  stage from the sale of its common  stock and from  issuance of
short and long-term debt.

Current Status and Operations

     On December 5, 1997 AWN entered the initial  phase of a purchase  agreement
whereby AWN purchased seven  operating SMR systems for $3,035,700.  The wireless
communications   assets  and  associated   business   acquired  from  Centennial
Communications Corp. lay within the following seven MTA's: Birmingham,  Alabama;
Knoxville,  Tennessee;  Memphis, Tennessee;  Nashville,  Tennessee; New Orleans,
Louisiana;  Oklahoma City,  Oklahoma;  Tulsa,  Oklahoma.  On April 15, 1999, AWN
executed an Asset  Acquisition  Agreement (as amended) with CMSR Systems,  Inc.,
("Buyer")  a Nevada  corporation  wherein  those  assets  are to be sold to CMSR
Systems,  Inc. The initial phase of the Asset Acquisition Agreement (as amended)
became effective June 1, 1999. The purpose of the Asset Acquisition Agreement is
to  facilitate  the future  sale by  American  Wireless  Network,  Inc.  to CMSR
Systems, Inc. of specifically  identified 900 MHz Licenses and American Wireless
Network,  Inc.'s customer base and customer lists  associated with the specified
900 MHz licenses. The agreement also includes the lease of SMR related equipment
owned by AWN to CMSR Systems, Inc. The sale is subject to certain conditions and
events,  including final and unappealable  regulatory  approvals relating to the
transfer of the licenses to the Buyer. In consideration  for the sale, the Buyer
is to assume approximately  $1,400,000 of American Wireless Network, Inc.'s debt
to the  Federal  Communications  Commission  related to the  licenses.  AWN will
retain 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 900 MHz Licenses and American  Wireless  Network,  Inc.'s customer base
and customer lists  associated with the specified 900 MHz licenses to be sold to
CMSR Systems,  Inc. were purchased by American Wireless Network, Inc. on July 6,
1998 as a part of the  acquisition of divisional  segment assets from Centennial
Communications Corp. As a part of the Asset Acquisition  Agreement (as amended),
the Company will assign its tower site licenses and lease to CMSR Systems, Inc.,
certain SMR related transmission  equipment for a five (5) year term. Management
believes this  agreement  will relieve the Company of the now existing  negative
cash flow burdens of debt service,  operating deficits and extensive maintenance
costs  related  to the SMR  systems.  Effective  June  1,  1999  all  operations
previously conducted by AWN with respect to the 900 MHz licenses were undertaken
by CMSR Systems, Inc. under a management agreement between AWN and CMSR Systems,
Inc.  Application  has been made and  approval  of the  transfer  of the 900 MHz
licenses  and  assumption  of the debt to the FCC  related  to the  licenses  is
pending at the FCC.

New Funding Efforts:

     In the previous  fiscal year and in the quarter  ended March 31, 2000,  the
Company continued efforts in connection with private debt financing proposals to
fund future merger or acquisition  activities as well as working  capital needs.
The Company has  several  proposals  for private  debt  funding  with  unrelated
entities pending. There is no agreement or requirement on the part of any entity
to provide financing to the Company. Should the Company be

                                       9
<PAGE>


successful in obtaining substantial private debt financing,  management plans to
seek  acquisitions  of   telecommunication   or  computer  related   businesses,
information  and data services or other cash generating  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.

Pending Acquisitions:

     Currently there are no letters of intent or other formalized  agreements to
acquire any entity or assets.

(b)   Liquidity and Capital Resources

     The Company  reported a net loss (unaudited) of $775,100 for the nine month
period ended March 31, 2000 and has reported  net losses from  inception  (March
15, 1994) to March 31, 2000 of  $14,006,800.  The Company had deficient  working
capital at March 31,  2000 of  $1,720,200.  As of March 31,  2000,  the  Company
reported a shareholder deficit of $660,900.  To date, these losses and cash flow
deficiencies have been financed principally through the sale of common stock and
warrants and issuance of short and long-term debt which  includes  related party
debt.  Additional  capital and/or  borrowings will be necessary in order for the
Company to continue in existence until attaining profitable operations. Although
a portion of  convertible  debt was  liquidated  through the  issuance of common
stock, no assurances can be given that the sources of borrowings would continue.
The  Company  is highly  leveraged  and a number of  developments  over the past
quarter  had  material  adverse  effects  on  the  Company.  The  Company  has a
significant  investment in license rights  obtained  through the  acquisition of
assets from Centennial  Communications,  Corp., the  recoverability  of which is
dependent upon the success of future events.

     Management  has  continued  to develop a strategic  business  plan to raise
private financing,  develop a management team, maintain reporting compliance and
seek  new  expansive  areas in  telecommunications,  informational  or  computer
related  business.  In order to reduce negative cash flow the Company entered an
agreement to sell its FCC licenses to satisfy  debt  requirements  and in a plan
anticipated  to generate cash flows,  has entered into an agreement to lease its
SMR equipment.

     From May 1, 2000 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  $700,000.  This amount is composed of $700,000
for working  capital  assuming that current  operations  continue in its present
status.  These amounts do not include  offsets for  anticipated  amounts of cash
generated from operations or proceeds from lease income or sales of assets.

     The Company has limited  capitalization and is dependent on the proceeds of
private or public  offerings to continue as a going concern and  implementing  a
business  plan.  As of March 31,  2000,  the  unaudited  results of the  Company
indicated  deficit working capital of $1,720,200.  All during fiscal 1999 and to
the date of this filing, the Company has had and continues to have a substantial
need for  working  capital for normal  operating  expenses  associated  with the
Company continuing as a going concern.  This lack of cash has slowed its ability
to develop SMR assets or initiate any other 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,  2000  (unaudited),  the  following  contingent  stock  issue
requirements and warrants were outstanding:

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

     -    Shares reserved for issuance in accordance with  outstanding  warrants
          issued  June 30,  1997  (4,242,923)  exercisable  at $4.50 per  share,
          expiring June 30, 2000. o Shares  reserved for  contingent  issue with
          respect  to  outstanding  warrants  exercisable  at  $2.90  per  share
          associated with converted debt and LED Screens  (7,083,333),  expiring
          in March 2001.

     -    Shares  reserved  for  contingent  issue with  respect to  outstanding
          warrants exercisable at $2.90 per share associated with converted debt
          related  to the SMR Asset  purchase  (17,600,000),  expiring  in March
          2001.

                                       10
<PAGE>



     -    On February 16, 1998, the Company entered into a letter agreement with
          the Company,  which  remains to be  formalized,  by which James Krejci
          became  employed  as  Chief  Operations  Officer  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 ten percent (10%) of the
          outstanding  common stock of the Company over a three year period. The
          preliminary  agreement  as  modified  calls for Mr.  Krejci to receive
          stock options  vesting in equal annual  increments to equal to a total
          of 10% of the  Company's  outstanding  common shares over a three year
          period  ending  February  16,  2001.  The  strike  price of all of the
          potential options,  as modified (repriced) by Board of Director action
          on October 7, 1998,  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 actual  appointment date as President and
          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 based upon a calculation of 111% of the
          closing  bid price of the stock on March 21,  2000.  No  options  have
          actually  been  issued  pursuant  to  agreements  with Mr.  Krejci.

     -    Effective January 1, 1999, the Company entered into a letter agreement
          with Gordon  Dihle,  which remains to be  formalized,  by which Gordon
          Dihle became employed as Chief Financial  Officer of the Company.  The
          letter agreement calls for a three year employment  agreement with the
          opportunity  for Mr.  Dihle to obtain,  through  common  stock  option
          agreements, up to seven and one half percent (7.5%) of the outstanding
          common stock of the Company over a three year period.  The preliminary
          agreement  calls for Mr.  Dihle to receive  stock  options  vesting in
          annual  increments  of 2.5% to equal a total of 7.5% of the  Company's
          outstanding  common shares over a three year period.  The strike price
          of all of the options is $.056 per share,  representing 80% of the bid
          price of the Company's  common stock on September 2nd, 1998,  (closing
          bid price $.07) Mr.  Dihle's date of  appointment  as Chief  Financial
          Officer  of the  Company.  On  May 6,  1999,  as  additional  employee
          incentive, the non interested members of the Board of Directors passed
          a  resolution  granting  Mr.  Dihle  a four  year  option,  to  become
          effective  after July 1, 1999,  to  purchase  1,000,000  shares of the
          Company's  .001 par value  common  stock at a strike price of $.05 per
          share,  based upon a calculation  of 111% of the .045 bid price of the
          stock on May 6,  1999.  On March  20,  2000,  as  additional  employee
          incentive, the non interested members of the Board of Directors passed
          a  resolution  granting  Mr.  Dihle  a four  year  option,  to  become
          effective  after July 1, 2000,  to  purchase  1,000,000  shares of the
          Company's  .001 par value  common stock at a strike price based upon a
          calculation of 111% of the closing bid price of the stock on March 21,
          2000. No options have actually been issued pursuant to agreements with
          Mr. Dihle.

     During quarter ended March 31, 1999, 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, 2000,  the Company  incurred  General and
Administrative  Expenses of $218,800,  an decrease of $100,200  from the quarter
ending  March 31, 1999,  when the Company  incurred  General and  Administrative
expenses of $319,000 after netting out limited  revenues  earned in that period.
Other  Expense  was  $68,500 in the March 2000  quarter  compared to a net other
income of 30,700 in the March 1999 quarter.  The net loss in the quarters  ended
March 2000 and the the quarter ended March 1999 nearly equal. Approximately half
of the March 2000 quarter loss was the result of interest expense of $76,500 and
depreciation  of $53,700.  Management  has undertaken  cost cutting  measures in
order to reduce  overhead  and  reoccurring  costs.  The  overall  reduction  in
expenses reflects  Management's  efforts at bringing the Company's operating and
administrative  costs under control.  The Company's Quarter ended March 31, 2000
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,  1999 and  1998,  which  express  substantial  doubt  about  the
Company's ability to continue as a going concern.  As discussed in Footnote 2 to
the consolidated

                                       11
<PAGE>


financial statements,  included with the Company's June 30, 1999 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  long  term  debt  bears  fixed
interest  rates,  however,  the fair market  value of this debt is  sensitive to
changes in  prevailing  interest  rates.  The Company  runs the risk that market
rates will  decline and the  required  payments  will exceed  those based on the
current  market  rate.  The  Company  does  not  use  interest  rate  derivative
instruments to manage its exposure to interest rate changes.

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

     On September  14, 1998 the Company  received by certified  mail a Complaint
filed in Superior  Court of  California,  County of San Diego,  Case No.  723581
entitled  John  Brent,  et al  vs.  ComTec  International,  Inc.,  a New  Mexico
corporation,  et al Defendants.  The Complaint by seven named Plaintiffs alleges
securities  fraud,   improper  sale  of  unregistered   securities,   and  stock
manipulation against the Company and five individual  defendants who were former
officers and/or directors of the Company,  none of whom are currently associated
with the  Company.  The  Company has  reached a  tentative  settlement  with the
Plaintiff's in this case which calls for release of all claims by the Plaintiffs
against the Company in return for issuance of a total of  approximately  300,000
shares of the Company's .001 par value common stock to the Plaintiffs.

Litigation with Former Officer and Director

     On February 1, 1999 Donald Mack, the former CEO,  President and director of
ComTec  International,  Inc. filed a complaint in the District  Court,  City and
County of Denver, State of Colorado,  Civil Action Number 99CV634,  Courtroom 6,
against  ComTec  International,  Inc.  ("ComTec")  as  well  as  two  individual
defendants,  a current  officer and a shareholder  of ComTec.  On March 24, 1999
ComTec  filed  its  Answer  and  extensive  Counterclaims  against  Donald  Mack
("Mack").  Mack  alleges  that he is  entitled  to  continued  compensation  and
benefits  based  upon a  March  31,  1997  addendum  to his  December  26,  1995
employment  contract  (which expired in May of 1998).  Mack further alleges that
although he resigned as an officer in June 1998,  he was  wrongfully  induced to
resign. Mack alleges that he is due salary, car allowance, health plan payments,
life  insurance  payments,  stock  bonuses  and other  items from June 30,  1998
through June 30, 2002.  ComTec's  answer states that the March 31, 1997 addendum
is null and void as a matter of law,  denies any  wrongdoing or  inducement  and
denies  any and all  liability  to  Mack.  ComTec's  answer  further  states  as
affirmative  defenses  that Mack's claims are barred by the doctrine of estoppel
and unclean  hands,  that the March 31,  1997  addendum  was entered  into under
circumstances of fraud and illegality,  that Mack's claims are barred by failure
of consideration, fraud and illegality, waiver, failure to mitigate, that Mack's
alleged claims are more than setoff by the  counterclaims of ComTec against Mack
and that Mack's alleged  damages,  if any, are the result of Mack's own actions.
ComTec believes it has meritorious and virtuous defenses and anticipates that it
will vigorously and  effectively  defend against any and all claims by Mack. The
Company filed a number of  Counterclaims  against Mack.  Among the  Counterclaim
allegations of ComTec  against Mack are  allegations  that an agreement  entered
into in May of 1995,  whereby Mack gained control of ComTec through an agreement
for ComTec to purchase the assets of a corporation  controlled by Mack, KeyStone
Holding  Corporation,  was entered  into with  intent to defraud  ComTec and its
shareholders.  Among other allegations,  ComTec alleges that  misrepresentations
and  omissions  of  material  fact  were  made by  Mack  prior  to the  Keystone
transaction,  that Mack used ComTec as an  instrumentality  for his own personal
benefit and affairs,  that Mack acted to conceal material facts regarding Mack's
ultra vires and unauthorized acts in the name of ComTec.  ComTec further alleges
that Mack took  unauthorized  and unearned  bonuses in stock of ComTec and cash,
that the  execution of the  employment  addendum  through which Mack is alleging
amounts are now due him from ComTec was  accompanied by  circumstances  of fraud
and  collusion,  and that  Mack  made  unauthorized  use of  ComTec's  funds and
property.     ComTec's     claims    against    Mack    include:     intentional
misrepresentation/fraudulent  inducement  regarding  the  Keystone  Transaction;
fraudulent   concealment/constructive  fraud;  breach  of  warranty;  breach  of
fiduciary  duty;  conversion;  fraudulent  conveyance;  civil theft  pursuant to
C.R.S.  Sections  18-4-401 and 18-4-405 and securities  fraud pursuant to C.R.S.
Section 11-51-501.  ComTec seeks monetary damages and constructive trust as well
as  Declaratory  Judgment  pursuant  to  C.R.C.P.  57.  ComTec  believes  it has
meritorious  claims  and will  resolutely  pursue its claims  against  Mack.  In
October of 1999, the Plaintiff,  Mack, filed for bankruptcy protection.  Various
motions are now pending with respect to the Mack bankruptcy matter as it relates
to the Company's claims

                                       12
<PAGE>

against Mack as well as issues related to the status and  jurisdiction of Mack's
allegations against the Company. In April 2000,  attorneys  representing Mack in
the original  state court action as well as Mack's  bankruptcy  proceeding  were
granted for leave to withdraw  from  representation  of Mack and a new  attorney
undertook  representation  of Mack.  The state court  action has been  suspended
pending  resolution of jurisdictional  issues and other  administrative  matters
involving Mack's bankruptcy proceedings.

     On February  14,  2000,  the  Company was served with a Complaint  filed in
Superior Court of California,  County of Los Angeles, Central Division, Case No.
BC 224058 entitled A-1 Business Products,  Inc. vs. ComTec  International,  Inc.
The complaint alleges damages of approximately  $200,000 with respect to alleged
financing  arrangements.  The Company believes that it has meritorious  defenses
and will vigorously defend against the allegations of the Complaint. The Company
has not yet filed its answer to the complaint but has filed an initial motion to
dismiss for lack of personal jurisdiction.  Due to the preliminary nature of the
proceedings, further information is not available.

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

ITEM 2.  CHANGE IN SECURITIES.    NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.    NONE

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

ITEM 5.  OTHER INFORMATION:  NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

27       Financial Data Schedule

(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 11,  2000                    By:    /s/ James J. Krejci
                                            -----------------------------------
                                            James J. Krejci, President and
                                            Chief Executive Officer

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

                                       13