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, 1999

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

                For the transition period from _________________


                           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) 662-1198
                 (Issuer's Telephone Number Including Area Code)

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

               --------------------------------------------------
              (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
                                     ----    ----
      ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court.

                                  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:

     As of July 21,  1999,  46,070,019  shares of Common Stock ($.001 par value)
were outstanding

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


<PAGE>



                               TABLE OF CONTENTS

             FORM 10-QSB REPORT - FOR QUARTER ENDED MARCH 31, 1999

                           ComTec International, Inc.

PART I

     Item 1.   Financial Statements
               Condensed Consolidated Balance Sheets -
               March 31, 1999  (unaudited) and June 30, 1998 (audited)         3

               Condensed Consolidated Statements of Operations                 4
               Nine Months ended March 31, 1999 and 1998
               and  from inception (unaudited)

               Condensed Consolidated Statements of Operations                 5
               Three Months ended March 31, 1999 and 1998
               and  from inception (unaudited)

               Condensed Consolidated Statements of Cash Flows                 6
               Nine Months ended March 31, 1999 and 1998
               and  from inception (unaudited)

               Notes to Financial Statements                                   7

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

PART II

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

SIGNATURE PAGE                                                                14


                                       2
<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>
Assets                                                  March 31, 1999  June 30, 1998
                                                         (unaudited)      (audited)
                                                        ------------    ------------
<S>                                                     <C>             <C>
Current Assets

Cash and equivalents
(includes restricted funds
of $500,000)                                            $    406,009    $    667,800

Accounts Receivable, less allowance
For doubtful collections of $28,900                           81,537          13,500

LED Equipment held for resale                              1,314,272       1,324,300

Other current assets                                          48,000          45,000
                                                        ------------    ------------

Total Current Assets                                       1,849,818       2,050,600


Property and Equipment, net                                1,302,708       1,478,600
License Rights                                             1,390,700       1,390,700
Other Assets                                                   5,671           5,700
                                                        ------------    ------------

         Total Assets                                   $  4,548,897    $  4,925,600
                                                        ============    ============

LIABILITIES

Current Liabilities

Current Portion of Long Term Debt                            148,850          13,400
Accounts Payable                                             133,405         254,400
Notes Payable                                              1,722,411       1,184,200
Accrued Liabilities                                          511,388         399,700
                                                        ------------    ------------

Total Current Liabilities                                  2,516,054       1,851,700
                                                        ------------    ------------

Long Term Debt, less current portion                       1,438,923       1,432,900
                                                        ------------    ------------


STOCKHOLDER'S EQUITY
Common Stock, .001 par value;
Authorized 100,000,000 shares;
39,697,196 and 44,312,579 shares issued
June 30, 1998 and March 31, 1999                              44,313          39,700

Capital in Excess of Par                                  13,321,974      13,326,600
Deficit accumulated during the
development stage                                        (12,772,367)    (11,725,300)
                                                        ------------    ------------



                                                             593,920       1,641,000
                                                        ------------    ------------

         Total  Liabilities and Stockholders Equity     $  4,548,897    $  4,925,600
                                                        ============    ============


</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, 1999  March 31, 1998   Cumulative
                                                         (unaudited)     (unaudited)    Amounts from
                                                                                          Inception
                                                                                         (unaudited)
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Revenues
   Sales                                                $    176,271    $    113,733    $    176,271
   Cost of Sales                                             245,776         116,149         245,776
                                                        ------------    ------------    ------------
   Gross Profit                                              (69,505)         (2,416)        (69,505)
                                                        ------------    ------------    ------------

Expenses
   Selling, General and Administrative                       550,628         915,748       3,774,428
   Compensation in the form of common stock                     --            31,000       3,655,000
   Management fees- related party                               --              --            65,000
                                                        ------------    ------------    ------------
Loss before other income (expense)                          (620,133)       (949,164)     (7,563,933)
                                                        ------------    ------------    ------------

Other Income (expense)

Interest and Dividend Income                                  61,490           5,606          95,490
Interest expense                                            (200,658)           --        (1,072,658)
Rental and Other Income                                      (24,370)         13,941         153,930
Loan Origination Fees                                       (292,308)           --          (292,308)
Prepaid Calling Card services, less revenues                    --           (90,724)       (575,800)
Loss on investments, foreclosures and disposals               28,927           8,471        (822,373)
Write-down of intangible                                        --              --        (2,674,300)
                                                        ------------    ------------    ------------
Total Other Income (Expense)                                (426,619)        (62,706)     (5,188,019)
                                                        ------------    ------------    ------------

Net Loss                                                $ (1,047,052)   $ (1,011,870)   $(12,751,952)
                                                        ============    ============    ============

Weighted Average Common Shares Outstanding                39,697,196       9,090,976       8,866,064
                                                        ============    ============    ============


Net Loss per Common Share                                      (0.03)          (0.11)          (1.43)
                                                        ============    ============    ============


</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, 1999  March 31, 1998
                                                   (unaudited)     (unaudited)
                                                     3/31/99         3/31/98
                                                  ------------    ------------
<S>                                               <C>             <C>
Revenues
   Sales                                          $     40,677    $     94,438
   Cost of Sales                                       140,486          85,374
                                                  ------------    ------------
   Gross Profit                                        (99,809)          9,064

Expenses
   Selling, General and Administrative                 219,166         410,698
   Compensation in the form of common stock                  0          31,000
                                                  ------------    ------------


Loss before other income (expense)                    (318,975)       (432,634)
                                                  ------------    ------------

Other Income (expense)

Interest and Dividend Income                            48,000           4,540
Interest expense                                       (75,156)         (6,500)
Rental and Other Income                                      0               8
Prepaid Calling Card services, less revenues                 0         (31,941)
Loss on investments, foreclosures and disposals         57,854         (15,000)
                                                  ------------    ------------


Total Other Income (Expense)                            30,698         (48,893)
                                                  ------------    ------------

Net Loss                                              (288,277)       (481,527)
                                                  ============    ============

Weighted Average Common Shares Outstanding          39,697,196       9,090,976
                                                  ============    ============

Net Loss per Common Share                                (0.01)          (0.05)
                                                  ============    ============



</TABLE>






                                       5
<PAGE>

<TABLE>


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

<CAPTION>
                                                          For the Nine Months Ended
                                                       March 31, 1999  March 31, 1998   Cumulative
                                                         (unaudited)    (unaudited)    Amounts from
                                                                                         inception
                                                                                        (unaudited)
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Operating activities:
  Net Loss                                              $ (1,047,052)   $ (1,011,870)   $(12,751,952)

  Adjustments to reconcile net loss to
   net cash used by operating activities:
      Depreciation expense                                   161,098          35,207         424,298
      Services and Interest exchanged for stock                 --            46,000       3,304,200
      Gain on Sale of Marketable Securities                     --              --           (10,000)
      Write Down of Intangible                                  --              --         2,674,300
      Losses on investments, foreclosure and disposal         28,927          (8,471)        706,127

      Changes in assets and liabilities:
      Accounts receivable                                    (68,037)         48,922        (106,837)
      Deposits and other                                      (3,000)           --            (5,500)
     (Increase) decrease in other current assets              10,028         (22,844)        (23,872)
     Other Assets                                               --              --            40,000
     Increase (decrease) in account payable &
       liabilities                                           206,245         377,705       1,602,845
                                                        ------------    ------------    ------------

  Net cash used in operating activities                     (711,791)       (535,351)     (4,146,391)
                                                        ------------    ------------    ------------

Investing activities:
   Proceeds from Sales of Marketable Securities                 --              --           267,500
  Proceeds from acquisition                                     --              --            22,100
  License rights - Centennial SMR assets                        --        (3,035,697)       (424,300)
  Marketable securities                                         --           248,400        (255,600)
  Non-Operating assets  (LED Screens)                           --        (1,300,000)        (25,000)
  Related Party                                                 --              --           (39,000)
  Purchase of property, plant and equipment                     --           (26,626)     (1,699,800)
  Other assets                                                  --           (63,085)         (5,700)
  Other                                                         --           (58,384)        (79,500)
                                                        ------------    ------------    ------------
  Net cash used in investing activities                         --        (4,235,392)     (2,239,300)
                                                        ------------    ------------    ------------
Financing activities:
  Advances from related party                                   --            40,000         184,500
  Proceeds: private placement of common stock                   --         3,900,000       1,138,900
  Proceeds: short term notes                                 450,000         444,147       1,745,100
  Warrants                                                      --              --            30,000
Convertible Debentures                                          --        (1,000,000)      4,100,000
  Payments on notes payable                                     --          (110,000)       (397,800)
  Payments on Long-term notes                                   --         1,390,707          (9,000)
                                                        ------------    ------------    ------------

  Net cash provided by financing activities                  450,000       4,664,854       6,791,700
                                                        ------------    ------------    ------------

Increase (Decrease) in cash                                 (261,791)       (105,889)        406,009
Beginning cash balance                                       667,800         630,000            --
                                                        ------------    ------------    ------------

Ending cash balance                                          406,009         524,111         406,009
                                                        ============    ============    ============


</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,
     1998.  The notes to the audited  financial  statements  presented  with the
     Company's  SEC Form 10-KSB as of June 30, 1998 are an integral  part of the
     audited balance sheet data presented herein.

     b) 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. 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 recent
change 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, 1998. 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" operations are conducted
through AWN.

     During the fiscal year ended June 30, 1998 and  through  the  present,  the
Company  continued  as a  developmental  stage  entity  focused on managing  its
wireless  specialized mobile radio "SMR" business plan. Prior to December,  1997
activities  had been  concentrated  on  creating  and  executing  the  Company's
strategic  business plan,  raising private  financing,  efforts to acquire other
entities and  operations,  developing a management  and support staff to execute
its business  plan, and  maintaining  reporting  compliance for various  federal
government agencies,  such as the SEC and FCC. On December 5, 1997 AWN completed
the initial  phase of a purchase  agreement  and on July 6, 1998  completed  the
terms of an 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.
During  the  quarter   ended  March  31,  1999  AWN   operated   the  seven  SMR
communications systems from its office in Englewood, Colorado.


(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, 1998 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  telecommunication,  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


                                       8
<PAGE>



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.

     Since May 10, 1995, the Company's  strategic  business plan has, aside from
terminated  venture in the LED screens and the divested  TTI prepaid  phone card
investment,  been concentrated on wireless  telecommunications.  Currently,  the
Company's  only  business is the recently  commenced  operation of basic two-way
communications  services.  The  Company  has  been  and  continues  to be in the
development  stage.  The  Company  remains  in the  development  stage  and from
inception (March 15, 1994) has only generated  auxiliary  revenues to defray the
cost of its planned operations, with only limited success in implementing actual
operations. The Company has financed its operations during the development stage
from the sale of its common stock and from issuance of short and long-term debt.

     During the quarter ended March 31, 1999 and through the present the Company
continued as a  developmental  stage entity focused on managing its wireless SMR
business plan. During the quarter ended March 31, 1999,  activities consisted of
operating  the SMR systems,  control of which was  acquired in  December,  1997,
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

     During the fiscal year ended June 30,  1998 and  through  May of 1999,  the
Company  continued  as a  developmental  stage  entity  focused on managing  its
wireless  specialized mobile radio "SMR" business plan. Prior to December,  1997
activities  had been  concentrated  on  creating  and  executing  the  Company's
strategic  business plan,  raising private  financing,  efforts to acquire other
entities and  operations,  developing a management  and support staff to execute
its business  plan, and  maintaining  reporting  compliance for various  federal
government agencies,  such as the SEC and FCC. On December 5, 1997 AWN completed
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.  During the quarter  ended March 31, 1999 AWN  operated  the seven SMR
communications  systems  from its  office  in  Englewood,  Colorado.  AWN's  SMR
communication  services were sold to individual customers through an independent
dealer  network  of  local  two-way  radio   communications   equipment  vendors
("Dealers").  The Dealers maintain the local  relationships  with the customers.
AWN acts as the direct billing  provider of SMR  communications  to the customer
base provided by the Dealers.  AWN is  responsible  for local  telephone  lines,
equipment maintenance,  tower site rentals, customer loading, coding and billing
and  all  customer  service  and  financial  relationships.  AWN  also  has  all
responsibility  for maintaining its SMR licenses,  making payments to the FCC on
its  licenses  and  funding all  equipment  additions  and system  improvements.
Expenses of operating the system  significantly exceed revenues from the systems
during the quarter ended March 31, 1999 and preceding periods.

     On April 15, 1999,  and as amended on July 14, 1999,  AWN executed an Asset
Acquisition Agreement with CMRS Systems, Inc. an unaffiliated  corporate entity.
The purpose of the Asset Acquisition  Agreement is to facilitate the future sale
by American  Wireless  Network,  Inc.  to CMRS  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 sale and
an associated lease of SMR related equipment owned by AWN, 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 interest in the specific
operating  assets  sold to CMRS  Systems,  Inc.  which  assets  will be operated
through a division of CMRS  Systems,  Inc. to be known as the S.E. 900 Division.
During the pendancy of the license transfer application, Effective June 1, 1999,
CMRS will operate the SMR systems under a management agreement. As an additional
provision of the agreement,  CMRS Systems, Inc. and AWN entered into a five year
lease  agreement  whereby AWN will lease SMR related  equipment to CMRS Systems,
Inc.

Funding Efforts:

     In May 1998,  the Company paid a deposit to Sigma  Finance  Corporation  in
connection  with a  nonbinding  financing  proposal  for  up to a  $200  million
ten-year  bond issue to be  collateralized  by all of the Company's  assets.  In
September 1998, the Board of Directors approved the preliminary  requirements of
the proposed  tentative  financing  arrangement and management was authorized to
take all  necessary  action  to  pursue  and  finalize  the  transaction  if the
opportunity  arises. The significant terms approved by the Board in anticipation
of potential


                                       9
<PAGE>



financing  include an allowance  for the lender of a minimum of two seats on the
Company's Board of Directors, the power of veto over future capital expenditures
and other  significant  matters,  and issuance of unrestricted  shares of common
stock equal to 20% of the Company's equity, with a non-dilution  agreement which
would have the effect of  maintaining  the lenders 20% holding at no cost to the
lender whatever  additional issues of equity capital was proposed or made during
the life of the bond.  In  addition to legal fees to effect the  financing,  the
Company will be required to pay an  origination  fee of 10% of the loan proceeds
should the financing  materialize.  Neither Sigma  Finance  Corporation  nor any
other person or entity is obligated to make an loan or provide  financing to the
Company under any terms.

     Should the Company be successful in obtaining  substantial  additional debt
financing,  management  plans to seek merger with or acquisitions of more mature
telecommunication  or  computer  related  businesses  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 expansion and its overall business plan

Pending Acquisitions:

     Currently there are no letters of intent or other formalized  agreements to
acquire  any  entity or  assets.  The only  acquisition  which the  Company  has
accomplished  to date  is the  purchase  completed  July 6,  1998,  whereby  AWN
purchased  seven   operating  SMR  systems  for   $3,035,697.   from  Centennial
Communications Corp.

(b) Liquidity and Capital Resources

     The Company  reported a net loss  (unaudited)  of  $1,047,052  for the nine
months ended March 31, 1999 and has reported  net losses from  inception  (March
15, 1994) to March 31, 1999 of  $12,751,952.  The Company had deficient  working
capital  at March 31,  1999 of  $666,236.  As of March  31,  1999,  the  Company
reported  unaudited  shareholder  equity of $593,920.  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. 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  August 1, 1999 to the end of fiscal  year ended June 30,  2000,  the
Company  estimates  its cash  needs to  maintain  operations  under its  current
negative cash flow situation is approximately  $550,000. This amount is composed
of $550,000 for working capital assuming that current operations continue in its
present status.  These amounts  include offsets for anticipated  amounts of cash
generated from operations, but does not consider possible proceeds from interest
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,  1999,  the  unaudited  results of the  Company
indicated deficit working capital of $666,236. All during fiscal 1998 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 and initiate revenue producing operations. Any activity in
the wireless industry requires adequate  financing and on-going funding sources.
The  Company  has entered  this  industry  with  limited  financing  and funding
sources.


     At March  31,  1999  (unaudited),  the  following  contingent  stock  issue
requirements and warrants were outstanding:

     -   Shares reserved for the Company's incentive stock option plan (900,000)



                                       10
<PAGE>



       -  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.
       -  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.
       -  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 calls  for  Mr.  Krejci to receive
          stock options  vesting in monthly increments to equal to a total of 5%
          of the Company's  outstanding common shares over  a three year period.
          Options to obtain  an  additional  5%  of  the  Company's  outstanding
          common  shares  are  conditioned  upon  the  Company  reaching certain
          financial and administrative  goal within established  timelines.  The
          strike price of all of the  potential options, as modified  (reprised)
          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.
       -  Effective January 1, 1999, the Company entered into a letter agreement
          with  the  Company,  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
          increments to equal to a total of  2.5%  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.


     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.

     As a result  of the  operation  of SMR  licenses  and  existing  operations
purchased  from  Centennial  Communications  Corp.,  $40,677  of  revenues  were
generated from the Company's  wireless  business  during the quarter ended March
31,  1999 as  compared to $94,438 of  revenues  earned  during the initial  full
quarter of operating the acquired  business in the quarter ended March 31, 1998.
The  decrease in reported  revenue was a result of  adjustments  to prior period
sales and receivables.

     For the quarter  ending March 31, 1999,  the Company  incurred  General and
Administrative  Expenses of  $219,166,  a decrease of $191,532  from the quarter
ending  March 31, 1998,  when the Company  incurred  General and  Administrative
expenses of $410,698.  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, 1999
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.


                                       11
<PAGE>




                                    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 believes that it has meritorious defenses and will
vigorously  defend  against  the  allegations  of  the  Complaint.  Due  to  the
preliminary  stage of the matter,  further  information  is not  available.  The
Company filed its answer to Plaintiffs'  Complaint on July 15, 1999. A motion to
dismiss  Plaintiffs'   complaint  for  failure  to  join  indispensable  parties
initiated by the Company is pending.

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 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.  Section  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. A trial
date of April 3, 2000 has been set for the matter.

     Except  for  the   foregoing,   no  litigation  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




                                       12
<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) & (b) Financial Statements and Schedules. See Financial Statements beginning
on page 3.

(c)       Exhibits.   The following documents are filed herewith or incorporated
 herein by reference as Exhibits:

Exhibits

2.1      N/A

3.0      Articles of Incorporation of the Company. (incorporated by reference to
         Exhibit  3.1 to the  Company's  Form  S-1  Registration  Statement  No.
         82-88530 dated December 20, 1983).  Amendment Incorporated by Reference
         to Form 8-K dated May 12, 1997.

3.1      By-laws.  (incorporated  by reference  to Exhibit 3.2 to the  Company's
         Form S-1  Registration  Statement No.  82-88530 dated December 20, 1983
         and Exhibit 3.2 to Form 10KSB for the year ended June 30, 1998).

4.0      Certificate of Designation of Series A Preferred Shares. (1)

4.1      Certificate of Designation of Series B Preferred Shares. (1)

4.2      Certificate of Designation of Series C Preferred Shares. (1)

10.01    Form  of  Employment  Agreement  between  the  Company  and  its former
         officers. (1)

10.02    Letter Agreement between the Company and James J. Krejci. (2)(3)
10.03    Letter Agreement between the Company and Gordon Dihle (3)

11       Not Applicable.

15       Not Applicable.

18       Not applicable.

19       Not applicable.

22       Not Applicable.

23       Not Applicable.

24       Not applicable .

27       Financial Data Schedule

99       Not applicable

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

     Current  Report on Form 8-K was filed on  January  15,  1999 to report  the
disposition  of LED  screen  assets.  Amended  Report on Form 8-K/A was filed on
February 16, 1999 to file the financial  schedules and document exhibits related
to the purchase of SMR assets from Centennial  Communications  Corp which closed
on July 6, 1998.

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

(1)  Incorporated by reference to the Company's Form 10-KSB as of June 30, 1996.
(2)  Incorporated by reference to the Company's Form 10-KSB as of June 30, 1997.
(3) Incorporated by reference to the Company's Form 10-KSB as of June 30, 1998.


                                       13
<PAGE>


                                   SIGNATURES


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

                                       COMTEC INTERNATIONAL, INC.

Date:   July 21, 1999                  By:    /s/ James J. Krejci
                                          ----------------------------------
                                          James J. Krejci, President and
                                          Chief Executive Officer

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



                                       14