UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[ x ]              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE SECURITIES AND EXCHANGE ACT OF 1934

                    For the Quarter ended September 30, 2001

[   ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES AND EXCHANGE ACT OF 1934



                           Commission File No. 0-12116

                           ComTec International, Inc.
                 (Name of Small Business Issuer in its charter)

         New Mexico                                          75-2456757
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization              Identification No.)

          12835 East Arapahoe Road, T-1 Suite 800, Englewood, Co. 80112
                    (Address of principal executive offices)

                                 (303) 662-8069
                 (Issuer's Telephone Number Including Area Code)


                                       N/A
                        (former name, former address and
                former fiscal year if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

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


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:

Title of each class of Common Stock             Outstanding at November 13, 2001
-----------------------------------             --------------------------------
Common Stock, $0.001 par value                              70,832,900


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



<PAGE>


                                TABLE OF CONTENTS

            FORM 10-QSB REPORT - FOR QUARTER ENDED SEPTEMBER 30, 2001

                           ComTec International, Inc.

PART I

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

               Condensed Consolidated Statements of Operations                4
               Three Months ended September 30, 2001 and 2000
               and  from inception (unaudited)

               Condensed Consolidated Statements of Cash Flows                5
               Three Months ended September 30, 2001 and 2000
               and  from inception (unaudited)

               Notes to Financial Statements                                  6

     Item 2.   Management's Discussion and Analysis or Plan of Operation      7

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk    11

PART II

     Item 1.   Legal Proceedings                                             11
     Item 2.   Change in Securities                                          11
     Item 3.   Defaults Upon Senior Securities                               11
     Item 4.   Submission of Matters to a vote of Security Holders           11
     Item 5.   Other Information                                             11
     Item 6.   Exhibit  and Reports on Form 8-K                              11

SIGNATURE PAGE                                                               11

                                       2
<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

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

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

Current Assets

Cash and Equivalents                           $           3,500   $      4,200
Current Portion of Lease Recievable                      178,000        178,000
Other Current Assets                                       5,000          5,000
Receivable from License Sale                             333,700        333,700
                                               -----------------   ------------

Total Current Assets                                     520,200        520,900

Property and Equipment, net                               28,100         28,100
Direct Financing Lease Receivable                        343,000        385,000
                                              ------------------   ------------

    Total Assets                              $          891,300   $    934,000
                                              ==================   ============

LIABILITIES

Current Liabilities

Current Portion of Long Term Debt                         33,900         33,900
Accounts Payable                                          26,600         26,600
Shareholder and Officer Note Payable                      10,000         10,000
Accrued Liabilities                                      787,200        745,700
                                              ------------------   ------------

Total Current Liabilities                                857,700        816,200
                                              ------------------   ------------

Long Term Debt, less current portion                      80,300         81,300
                                              ------------------   ------------

STOCKHOLDER'S EQUITY

Common Stock, .001 par value;
Authorized 100,000,000 shares;
70,832,900 shares issued
June 30, 2001 and September 30, 2001                      70,800         70,800

Preferred Stock, Series D Cumulative
 .001 state par and .15 liquidation value
6,000,000 shares authorized
6,000,000 shares issued
June 30, 2001 and September 30, 2001                       6,000          6,000

Capital in Excess of Par                              16,208,700     16,208,700
Deficit accumulated during the
development stage                                    (16,332,200)   (16,249,000)
                                              ------------------   ------------

                                                         (46,700)        36,500
                                              ------------------   ------------

   Total  Liabilities and Stockholders Equity $          891,300   $    934,000
                                              ==================   ============

                                       3
<PAGE>

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

<CAPTION>
                                                    For the Three Months Ended
                                              --------------------------------------  Cumulative
                                                                                      Amounts from
                                              September 30, 2001  September 30, 2000   Inception
                                                  (unaudited)         (unaudited)      (unaudited)
                                              ------------------  ------------------  ------------
<S>                                           <C>                 <C>                 <C>
Operating Expenses
   Selling, General and Administrative                    80,700             234,900     4,234,300
   Compensation in the form of common stock                    -                   -     3,846,000
   Management fees- related party                              -                   -        65,000

Loss before other expense (income)                        80,700             234,900     8,145,300
                                              ------------------  ------------------  ------------

Other Income (expense)

Interest and Dividend Income                                   -                   -       156,300
Interest expense                                          (2,500)                  -    (1,430,200)
Rental and Other Income                                        -              62,900       180,200
Prepaid Calling Card services, less revenues                   -                   -    (1,789,500)
Loan Origination Fees                                          -                   -      (532,700)
Gain (Loss) on investments, foreclosures and                   -             333,700      (782,400)
disposals
Write-down of intangibles and LED equipment                    -                   -    (3,988,600)


Total Other Income (Expense)                              (2,500)            396,600    (8,186,900)
                                              ------------------  ------------------  ------------
Net Gain (Loss)                                          (83,200)            161,700   (16,332,200)
                                              ==================  ==================  ============

Weighted Average Common Shares Outstanding            70,832,900          47,094,211    28,550,005
                                              ==================  ==================  ============

Net (Income) Loss per Common Share                         (0.00)              (0.00)        (0.57)
                                              ==================  ==================  ============


</TABLE>











                                       4

<PAGE>

<TABLE>

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

<CAPTION>
                                                                For the Three Months Ended
                                                          --------------------------------------  Cumulative
                                                                                                  Amounts from
                                                          September 30, 2001  September 30, 2000    inception
                                                              (unaudited)         (unaudited)      (unaudited)
                                                          ------------------  ------------------  ------------
<S>                                                       <C>                 <C>                 <C>
Operating activities:
  Net Gain (Loss)                                                    (83,200)            161,700   (16,332,200)
                                                          ------------------  ------------------  ------------

  Adjustments to reconcile net loss to
   net cash used by operating activities:
      Depreciation expense                                                 -              51,100       706,400
      Services and Interest exchanged for stock                            -                   -     3,324,600
      Gain on Sale of Marketable Securities                                -                   -       (10,000)
      Write Down of Intangible                                             -                   -     3,988,600
      Losses on investments, foreclosure and disposal                      -                   -       615,300

      Changes in assets and liabilities:
      Accounts receivable                                                  -                   -       (25,300)
      Deposits and other                                                   -                   -        (2,500)
     (Increase) decrease in other current assets                           -            (333,700)        6,100
     Increase (decrease) in account payable & liabilities             44,300             123,100     2,608,600
     Other Assets                                                          -                   -       125,200
  Net cash from (used) in operating activities                       (38,900)              2,200    (4,995,200)
                                                          ------------------  ------------------  ------------

Investing activities:
  Proceeds of Sale of Marketable Securities                                -                   -       267,500
  Proceeds from acquisition                                                -                   -        22,100
  License rights                                                           -                   -      (424,300)
  Marketable securities                                                    -                   -      (255,600)
  Non-Operating assets                                                     -                   -       (25,000)
  Related Party                                                            -                   -       (39,000)
  Purchase of property, plant and equipment                                -                   -    (1,702,100)
  Proceeds from direct financing lease                                42,000                   -       202,100
  Other                                                                    -                   -      (140,000)
  Net cash used in investing activities                                    -                   -    (2,094,300)
                                                          ------------------  ------------------  ------------
Financing activities:
  Advances from related party                                              -                   -     1,184,500
  Proceeds: preferred stock                                                -                   -         6,000
  Proceeds: private place of common stock                                  -                   -     1,302,600
  Proceeds: short term notes                                               -                   -     1,405,100
  Warrants                                                                 -                   -        30,000
Convertible Debentures                                                     -                   -     4,100,000
  Payments on notes payable                                            (3800)                  -      (885,800)
  Payment on long-term notes payable                                       -                   -       (49,400)
  Net cash provided by financing activities                                0                   0     7,093,000
                                                          ------------------  ------------------  ------------

Increase (Decrease) in cash                                             (700)              2,200         3,500
                                                          ------------------  ------------------  ------------
Beginning cash balance                                                 4,200               5,100             -
                                                          ------------------  ------------------  ------------

Ending cash balance                                                    3,500               7,300         3,500
                                                          ==================  ==================  ============

</TABLE>

                                       5
<PAGE>


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

Note 1.

a) The summary of the Issuer's significant  accounting policies are incorporated
by reference to the Company's SEC Form 10-KSB as of June 30, 2001.  The notes to
the audited financial statements presented with the Company's SEC Form 10-KSB as
of June  30,  2001  are an  integral  part of the  audited  balance  sheet  data
presented herein.

b) The management of ComTec International,  Inc. (the Company) without audit has
prepared the financial statements included herein.  Certain information and note
disclosures normally included in the financial statements prepared in accordance
with  generally   accepted   accounting   principles  have  been  omitted.   The
accompanying  unaudited condensed  financial  statements reflect all adjustments
which,  in the opinion of management,  are necessary for a fair  presentation of
the results of operations,  financial  position and cash flows.  These financial
statements must be read in conjunction with the audited financial statements and
notes to the financial  statements for the year ended June 30, 2001, included in
the  Company's  Form 10KSB for the year ended June 30, 2001 which has been filed
with the Securities and Exchange Commission by the Company, as said notes to the
financial  statements are incorporated  herein by reference.  The results of the
interim period are not necessarily indicative of the results for the full year.

Note 2.

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.


                                       6
<PAGE>


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

Overview

     ComTec  International Inc. was incorporated on July 6, 1983 in the State of
New  Mexico,  originally  under the name of Nisus  Video,  Inc.  The Company has
undergone  many  changes  to date as a result  of  certain  reorganizations  and
changes of management.  Historical  changes are more fully disclosed in prior 34
Act filings and the most recent  changes,  including  changes in management  are
described in the Company's  10-KSB for the year ended June 30, 2001. The Company
is currently authorized to issue 200,000,000 common shares, $0.001 par value and
10,000,000 preferred shares,  $0.001 par value. The Company has one wholly owned
operating subsidiary, American Wireless Network, Inc. ("AWN").

     American  Wireless  Network,  Inc. ("AWN") a wholly owned subsidiary of the
Company was incorporated  under the laws of the State of Colorado on December 3,
1996, to act as the wireless communications operating entity for the Company.

     From December 5, 1997 to June 1st,  1999, AWN operated  specialized  mobile
radio ("SMR") sites in seven Metropolitan Trade Areas in the southeastern U.S.A.
As a result of the Asset Acquisition Agreement (as amended) entered into between
AWN and CMSR  Systems,  Inc. on April 15,  1999,  and  reported on Form 8K filed
April 30, 1999,  the day to day SMR  operations  of AWN were been  undertaken by
CMSR  Systems,  Inc., an  unaffiliated  Nevada  Corporation,  under a management
contract wherein AWN supervised  management of the systems pursuant to FCC rules
but actual hands on operations were conducted by CMSR Systems, Inc. In September
2000,  the  sale to CMSR  Systems,  Inc.  of 900 SMR  licenses  (book  value  of
$1,390,700)  and  the  assumption  of FCC  debt  in  the  offsetting  amount  of
$1,390,700 by CMSR Systems, Inc. was approved by the FCC and the transaction was
consummated. As a result, the Company had no 900 SMR operations after September,
2000. The communication equipment owned by the Company remains under a long term
lease to CMSR Systems,  Inc.,  which  transaction  is accounted for as a capital
lease (sale). The Company is now exploring  potential  acquisition and or merger
transactions  with existing business  opportunities in broadband  communications
systems, cable television systems,  telecommunications,  information industries,
financial services or other compatible business operations.

(a)   Plan of Operation:

         FORWARD-LOOKING STATEMENTS
         --------------------------

     The securities of the Company are  speculative and involve a high degree of
risk, including, but not necessarily limited to, the factors affecting operating
results  described  in the Form 10KSB for the year ended June 30, 2001 and other
filings with the SEC. The statements which are not historical facts contained in
this  report,   including  statements   containing  words  such  as  "believes,"
"expects," "intends,"  "estimates,"  "anticipates," or similar expressions,  are
"forward looking  statements" (as defined in the Private  Securities  Litigation
Reform Act of 1995) that involve risks and uncertainties.

     The foregoing and subsequent  discussion  contains certain  forward-looking
statements  within  the  meaning  of  Section  27A  of the  Securities  A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
which are  intended to be covered by the safe  harbors  created  thereby.  These
forward-looking  statements  include the plans and  objectives of management for
future  operations,  including  plans and  objectives  relating to the  possible
further capitalization and future acquisitions of  telecommunications,  computer
related or other cash flow business.  The  forward-looking  statements  included
herein  are  based on  current  expectations  that  involve  numerous  risks and
uncertainties.  Assumptions  relating to the foregoing  involve  judgments  with
respect  to,  among  other  things,  future  economic,  competitive  and  market
conditions  and  future  business  decisions,  all of  which  are  difficult  or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
inaccurate and,  therefore,  there can be no assurance that the  forward-looking
statements  included in this Form 10-QSB will prove to be accurate.  In light of
the  significant  uncertainties  inherent  in  the  forward-looking   statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

     The Company has been and continues to be in the development  stage and from
inception (March 15, 1994) has only generated  auxiliary  revenues to defray the
cost of its planned operations, with only limited success in

                                       7
<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  September  30, 2001 and through the present the
Company  continued  as a  developmental  stage  entity  focused on  transfer  of
management  of its SMR systems and business to CMSR  Systems,  Inc.,  developing
alternative  strategic  plans,  efforts  to  acquire  financing,   developing  a
management  plan  and  maintaining  reporting  compliance  for  various  federal
government agencies, such as the SEC and FCC.

Current Status and Operations

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

Current Status

     On December 5, 1997 AWN purchased  seven  operating SMR systems and 900 MHz
licenses  from  Centennial  Communications  Corp.  including the seven MTA's of:
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
originally  acquired  from  Centennial  Communications  Corp.  were sold to CMRS
Systems,  Inc. 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. In September 2000, the
sale to CMSR Systems,  Inc. of 900 SMR licenses (book value of  $1,390,700)  and
the  assumption  of FCC debt in the  offsetting  amount  of  $1,390,700  by CMSR
Systems, Inc. was approved by the FCC and the CMRS Systems, Inc. transaction was
consummated.  As a  result,  the  Company  has had no 900 SMR  operations  since
September, 2000. AWN retained ownership of all of its SMR transmission equipment
as well as a seven and one half percent  operating  interest in the  operational
segment represented by the licenses and operations sold to CMSR Systems, Inc. by
AWN.  The  seven  and one  half  percent  operating  interest  is  reported  for
accounting  purposes as a receivable  from licenses sales based upon third party
agreements  between  CMSR  Systems,  Inc.  and  Nextel.  As a part of the  Asset
Acquisition  Agreement  (as  amended),  AWN assigned its tower site licenses and
leased to CMSR Systems,  Inc., certain SMR related transmission  equipment for a
five (5) year term at the initial base rate of $33,750 per quarter for the first
year of payments,  $42,000 per quarter for the second year of payments,  $52,000
per  quarter  for the third year of  payments,  and  $57,250 per quarter for the
fourth year of payments  provided,  however,  that such Equipment Lease payments
began June 1, 2000,  with payments  waived for the first year.  The Lessee shall
have the  option to extend the Lease for 1 year terms (up to a total of a 3 year
extension  after the  termination  of the  original  five year term);  provided,
however,  that the monthly rate will be based upon the fair market value ("FMV")
of  Equipment  on the  date of any  extension  as  agreed  upon by the  parties;
provided  that in the event that Lessee and the Company  cannot  agree on a FMV,
the FMV shall be determined by a third party  appraiser  selected by the Company
and Lessee. Lessee shall have the option, within 30 days of the end of any term,
to purchase the Equipment at the then FMV as determined by the parties; provided
that in the event that Lessee and the  Company  cannot  agree on a FMV,  the FMV
shall be  determined  by a third  party  appraiser  selected  by the Company and
Lessee.  In the event of the  bankruptcy  of the Company,  Lessee shall have the
right to purchase the  Equipment at its then FMV. The lease of SMR  transmission
equipment  is  recorded  as a direct  financing  capital  lease  for  accounting
purposes.  Management believes this agreement will partially relieve the Company
of the currently existing burdens of debt service and operating deficits as well
as eliminating the extensive maintenance costs related to the SMR systems.

Funding and Acquisition Efforts:

     In the previous  fiscal year and in the quarter  ended  September 30, 2001,
the Company continued efforts in connection with private financing  proposals to
fund future merger or acquisition  activities as well as working  capital needs.
There is no  agreement  or  requirement  on the part of any  entity  to  provide
financing  to the  Company.  Should  the  Company  be  successful  in  obtaining
substantial  private  financing,   management  plans  to  seek  acquisitions  of
broadband  communications,  telecommunication  or computer  related  businesses,
information  and  data  services  or other  compatible  enterprises  that  would
generate  sufficient  cash  flow  to  maintain  debt  service.  There  can be no

                                       8
<PAGE>


assurances that the Company will be successful in the implementation of its plan
for acquisitions, other expansion or its overall business plan.

 (b)   Liquidity and Capital Resources

     The  Company  reported  net losses  (unaudited)  of $83,200 for the quarter
ended  September 30, 2001 and has reported net losses from inception  (March 15,
1994) to September 30, 2001 of  $16,332,200.  The Company had deficient  working
capital at September 30, 2001 of $337,500.  To date,  these losses and cash flow
deficiencies have been financed principally through the sale of common stock and
warrants and issuance of short and long-term debt which  includes  related party
debt.  Additional  capital and/or  borrowings will be necessary in order for the
Company to continue in  existence  until  attaining  profitable  operations.  No
assurances  can be given that the  sources of  borrowings  would  continue.  The
Company is highly  leveraged and a number of developments  over the past quarter
had material adverse effects on the Company.

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

     From  November 1, 2001 to the end of fiscal year ended June 30,  2001,  the
Company  estimates  its cash  needs to  maintain  operations  under its  current
negative cash flow situation is approximately  $175,000. This amount is composed
of $175,000 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 September 30, 2001,  the unaudited  results of the Company
indicated deficit working capital of $337,500. All during fiscal 2001 and to the
date of this filing,  the Company has had and  continues  to have a  substantial
need for  working  capital for normal  operating  expenses  associated  with the
Company continuing as a going concern.  This lack of cash has slowed its ability
to initiate revenue producing operations.  Any activity in the telecommunication
industry requires adequate  financing and on-going funding sources.  The Company
has entered this industry with limited financing and funding sources.

     At September 30, 2001  (unaudited),  the following  contingent  stock issue
requirements and warrants were outstanding:

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

     -    On March 23, 2001,  the Company  entered into a letter  agreement with
          the Company CEO, which remains to be formalized, by which James Krejci
          renewed his  employment as CEO of the Company and President and CEO of
          AWN. The letter agreement calls for a three year employment  agreement
          with the  opportunity  for Mr. Krejci to obtain,  through common stock
          option  agreements,  up to fifteen  percent  (15%) of the  outstanding
          common stock of the Company over a three year period.  The preliminary
          agreement  calls for Mr. Krejci to receive  stock  options  vesting in
          equal annual  increments  to equal to a total of 15% of the  Company's
          outstanding common shares over a three year period ending February 16,
          2004. The strike price of all of the potential options,  is 80% of the
          closing bid price of the Company's  common stock on February 15, 2001.
          On February 16, 1998, the Company entered into a letter agreement with
          James Krejci by which James Krejci became employed as Chief Operations
          Officer of the Company and President and CEO of AWN. By the completion
          of this three year  agreement Mr. Krejci became vested in common stock
          options for ten percent (10%) of the  outstanding  common stock of the
          Company.  The strike  price of all of the  options is $.056 per share,
          representing  80% of the bid price of the  Company's  common  stock on
          September 2nd, 1998,  (closing bid price $.07) Mr.  Krejci's  original
          appointment date as CEO of the Company.  On May 6, 1999, as additional
          employee  incentive,  the  non  interested  members  of the  Board  of
          Directors passed a resolution  granting Mr. Krejci a four year option,
          to become  effective after July 1, 1999, to purchase  1,300,000 shares
          of the Company's .001 par value common stock at a strike price of $.05
          per share,

                                       9
<PAGE>

          based upon a calculation of 111% of the .045 bid price of the stock on
          May 6, 1999. On March 20, 2000, as additional employee incentive,  the
          non interested  members of the Board of Directors  passed a resolution
          granting Mr. Krejci a four year option, to become effective after July
          1, 2000, to purchase  1,300,000 shares of the Company's .001 par value
          common  stock at a  strike  price of $.111  per  share,  based  upon a
          calculation of 111% of the .10 closing bid price of the stock on March
          21, 2000. On November 1, 2000, as additional employee  incentive,  the
          non interested  members of the Board of Directors  passed a resolution
          granting Mr.  Krejci a four year  option,  to become  effective  after
          January 1, 2001, to purchase  1,700,000  shares of the Company's  .001
          par value common  stock at a strike  price of $..067 per share,  based
          upon a  calculation  of 111% of the .07 closing bid price of the stock
          on October 31, 2000. No options have actually been issued  pursuant to
          agreements with Mr. Krejci.

     -    Effective January 1, 1999, the Company entered into a letter agreement
          with Gordon  Dihle,  which remains to be  formalized,  by which Gordon
          Dihle became employed as Chief Financial  Officer of the Company.  The
          letter agreement calls for a three year employment  agreement with the
          opportunity  for Mr.  Dihle to obtain,  through  common  stock  option
          agreements, up to seven and one half percent (7.5%) of the outstanding
          common stock of the Company over a three year period.  The preliminary
          agreement  calls for Mr.  Dihle to receive  stock  options  vesting in
          annual  increments  of 2.5% to equal a total of 7.5% of the  Company's
          outstanding  common shares over a three year period.  The strike price
          of all of the options is $.056 per share,  representing 80% of the bid
          price of the Company's  common stock on September 2nd, 1998,  (closing
          bid price $.07) Mr.  Dihle's date of  appointment  as Chief  Financial
          Officer  of the  Company.  On  May 6,  1999,  as  additional  employee
          incentive, the non interested members of the Board of Directors passed
          a  resolution  granting  Mr.  Dihle  a four  year  option,  to  become
          effective  after July 1, 1999,  to  purchase  1,000,000  shares of the
          Company's  .001 par value  common  stock at a strike price of $.05 per
          share,  based upon a calculation  of 111% of the .045 bid price of the
          stock on May 6,  1999.  On March  20,  2000,  as  additional  employee
          incentive, the non interested members of the Board of Directors passed
          a  resolution  granting  Mr.  Dihle  a four  year  option,  to  become
          effective  after July 1, 2000,  to  purchase  1,000,000  shares of the
          Company's  .001 par value  common stock at a strike price of $.111 per
          share,  based upon a calculation  of 111% of the .10 closing bid price
          of the stock on March 21,  2000.  On November 1, 2000,  as  additional
          employee  incentive,  the  non  interested  members  of the  Board  of
          Directors  passed a resolution  granting Mr. Dihle a four year option,
          to become  effective  after  January 1, 2001,  to  purchase  1,400,000
          shares of the Company's  .001 par value common stock at a strike price
          of $..067  per  share,  based  upon a  calculation  of 111% of the .07
          closing bid price of the stock on October 31,  2000.  No options  have
          actually been issued pursuant to agreements with Mr. Dihle.

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

     During  quarter  ended  September  30,  2001,  the Company  continued  as a
development stage enterprise.  The Company's financial  statements are therefore
not  indicative of anticipated  revenues  which may be attained or  expenditures
which may be incurred by the Company in future periods. The Company's ability to
achieve profitable  operations is subject to the validity of its assumptions and
risk factors within the industry and pertaining to the Company.

     For the quarter ending September 30, 2001, the Company incurred General and
Administrative  Expenses  of $80,700,  a decrease  of $154,200  from the quarter
ending September 30, 2000, when the Company recorded  expenses of $234,900.  The
Company's  Quarter  ended  September  30,  2001  financial   statements  reflect
adjustments  and  nonrecurring  items  of both  revenue  and  costs,  as well as
development stage costs and are not indicative of anticipated revenues which may
be  attained  or  expenditures  which may be  incurred  by the Company in future
periods.

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<PAGE>

     The Company's  independent  public  accountants  have included  explanatory
paragraphs in their reports on the Company's financial  statements for the years
ended  June 30,  2001 and  2000,  which  express  substantial  doubt  about  the
Company's ability to continue as a going concern.  As discussed in Footnote 2 to
the consolidated financial statements, included with the Company's June 30, 2001
Form 10KSB,  the Company  has  suffered  recurring  losses from  operations  and
accumulated  deficit that raises substantial doubt about its ability to continue
as a going concern.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGE IN SECURITIES.    NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.    NONE

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

ITEM 5.  OTHER INFORMATION:  NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

             None

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

             None




                                   SIGNATURES


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

                                            COMTEC INTERNATIONAL, INC.

Date:   November 13,  2001                  By: /s/ James J. Krejci
                                               ---------------------------------
                                                  James J. Krejci, President and
                                                  Chief Executive Officer

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


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