<PAGE>
                                 United States
                      Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Form 10-QSB/A
                               (Amendment No. 1)

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

               For the quarterly period ended September 30, 2001

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

      For the transition period from ______________ to ________________

     Commission File Number: 0-27067

                        COMMUNITRONICS OF AMERICA, INC.
                    (Exact name of small business issuer as
                           specified in its charter)

             Utah                                     87-0285684
            ------                                   ------------
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)


                27955 Hwy. 98, Suite WW, Daphne, Alabama 36526
               ------------------------------------------------
                   (Address of principal executive offices)

                                (334) 625-6426
                               ----------------
                          (Issuer's telephone number)

                                Not Applicable
             ----------------------------------------------------
             (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


                     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date: As of November 14, 2001, there
were 19,551,931 shares outstanding.

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

<PAGE>
                        COMMUNITRONICS OF AMERICA, INC.
                               and Subsidiaries

                               Table of Contents



Consolidated Balance Sheets                                            3-4

Consolidated Statements of Operations                                   5

Consolidated Statements of Cash Flows                                   6

Consolidated Statements of Stockholders' Equity                         7

Part I

  Item 1.  Notes to Consolidated Financial Statements                   8

  Item 2.  Management's Discussion and Analysis or
           Plan of Operations                                          8-13

Part II - Other Information                                             14

Signature                                                               15

<PAGE>
<TABLE>
<CAPTION>
                        COMMUNITRONICS OF AMERICA, INC.
                               and Subsidiaries

                          Consolidated Balance Sheets

                                                               September 30  December 31
                                                                  2001          2000
                                                               (Unaudited)    (Audited)
                                                               ___________   ___________
<S>                                                            <C>           <C>
                              Assets
Current assets
   Cash                                                        $        -    $    23,277
   Accounts receivable - trade                                      44,497        50,289
   Inventory                                                        26,835        32,489
                                                               ___________   ___________
     Total current assets                                           71,332       106,055

Property and equipment, at cost, net of
 accumulated depreciation                                          538,174       644,234

Goodwill, net of accumulated depreciation of
 $35,651 and $25,928 at September 30, 2001 and
 December 31, 2000, respectively                                   223,624       233,347
Investment in network                                              336,305       336,305
Deferred consulting charges                                        303,750       303,750
Deposits                                                             4,054         4,054
                                                               ___________   ___________

                                                               $ 1,477,239   $ 1,627,745
                                                               ===========   ===========

               Liabilities and Stockholders' Equity

Current liabilities
   Current maturities of long-term debt                        $    40,357   $    51,786
   Bank overdraft                                                   54,842            -
   Accounts payable - trade                                        326,848       257,553
   Payroll and sales taxes payable                                     727         8,313
                                                               ___________   ___________
     Total current liabilities                                     422,774       317,652

Long-term debt, less current maturities                             43,568        67,711
Note payable to stockholder                                        314,370       333,094
                                                               ___________   ___________
     Total liabilities                                             780,712       718,457
                                                               ___________   ___________
Commitments and contingencies

                                                                            (continued)
</TABLE>

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                        COMMUNITRONICS OF AMERICA, INC.
                               and Subsidiaries

                    Consolidated Balance Sheets (continued)

                                                               September 30  December 31
                                                                  2001          2000
                                                               (Unaudited)    (Audited)
                                                               ___________   ___________
<S>                                                            <C>           <C>
         Liabilities and Stockholders' Equity (continued)

Stockholders' equity
   Common stock, $.01 par value; 50,000,000 shares
    authorized, 9,673,936 shares issued and outstanding at
    September 30, 2001, and 8,407,936 issued and
    outstanding at December 31, 2000                                96,739        84,079
   Additional paid-in capital                                    1,636,968     1,824,081
   Accumulated deficit                                          (1,037,180)     (998,872)
                                                               ___________   ___________
     Total stockholders' equity                                    696,527       909,288
                                                               ___________   ___________

                                                               $ 1,477,239   $ 1,627,745
                                                               ===========   ===========

</TABLE>




                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                        COMMUNITRONICS OF AMERICA, INC.
                               and Subsidiaries

                     Consolidated Statements of Operations
                                 (Unaudited)


                                       For the Three Months          For the Nine Months
                                        Ended September 30            Ended September 30
                                        2001           2000           2001           2000
                                    ___________    ___________    ___________    ___________
<S>                                 <C>            <C>            <C>            <C>
Revenues                            $   104,273    $   149,213    $   354,696    $   518,933
  Less cost of revenues                  43,611        102,777        259,914        331,804
                                    ___________    ___________    ___________    ___________
     Gross profit                        60,662         46,436         94,782        187,129
                                    ___________    ___________    ___________    ___________

Operating expenses
  General and administrative            114,861         50,899        646,389        361,579
  Depreciation and amortization          30,044         32,101         90,131         96,304
                                    ___________    ___________    ___________    ___________
     Total operating expenses           144,905         83,000        736,520        457,883
                                    ___________    ___________    ___________    ___________

     Operating income (loss)            (84,243)       (36,564)      (641,738)      (270,754)
                                    ___________    ___________    ___________    ___________

Other income (expense)
  Rental income                             923             -           7,965             -
  Gain on sale of assets                     -              -         608,348             -
  Interest                               (2,492)        (8,366)       (12,883)       (24,258)
                                    ___________    ___________    ___________    ___________
                                         (1,569)        (8,366)       603,430        (24,258)
                                    ___________    ___________    ___________    ___________

     Net loss                       $   (85,812)   $   (44,930)   $   (38,308)   $  (295,012)
                                    ===========    ===========    ===========    ===========

Net loss per share (note 10)        $     (0.01)   $    (0.006)   $    (0.004)   $     (0.04)
                                    ===========    ===========    ===========    ===========

</TABLE>



                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                        COMMUNITRONICS OF AMERICA, INC.
                               and Subsidiaries

                     Consolidated Statements of Cash Flows
                                 (Unaudited)

                                                                     For the Nine Months
                                                                     Ended September 30
                                                                     2001          2000
                                                                  ___________   ___________
<S>                                                               <C>           <C>
Operating activities
 Net loss                                                         $   (38,308)  $  (295,012)
                                                                  ___________   ___________
 Adjustments to reconcile net loss to net
  cash used in operating activities
    Depreciation and amortization                                      90,131        96,304
    Gain on sale of assets                                           (608,348)           -
    Issuance of common stock for services                            (174,453)           -
    (Increase) decrease in
      Accounts receivable                                               5,792        14,556
      Inventory                                                         5,654         8,818
    Increase (decrease) in
      Bank overdraft                                                   54,842            -
      Accounts payable                                                 69,295       105,055
      Accrued expenses                                                 (7,586)       (8,093)
                                                                  ___________   ___________
        Total adjustments                                            (564,673)      368,640
                                                                  ___________   ___________
        Net cash provided by (used in) operating activities          (602,981)       73,628
                                                                  ___________   ___________

Investing activities
 Proceeds from sale of assets                                         634,000            -
 Purchase of property and equipment                                        -         (2,522)
                                                                  ___________   ___________
        Net cash provided by (used in) investing activities           634,000        (2,522)
                                                                  ___________   ___________

Financing activities
 Proceeds from (repayments of) stockholder loans                      (18,724)        7,718
 Repayments of long-term debt                                         (35,572)      (17,235)
                                                                  ___________   ___________
        Net cash used in financing activities                         (54,296)       (9,517)
                                                                  ___________   ___________

        Increase (decrease) in cash                                   (23,277)       61,589

Cash
 Beginning of period                                                   23,277         4,943
                                                                  ___________   ___________

 End of period                                                    $        -    $    66,532
                                                                  ===========   ===========

</TABLE>


                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                        COMMUNITRONICS OF AMERICA, INC.
                               and Subsidiaries

                Consolidated Statements of Stockholders' Equity
                 For the Nine Months Ended September 30, 2001
                                 (Unaudited)


                                                     Additional
                                       Common         Paid-in          Accum.       Stockholders'
                                       Stock          Capital        (Deficit)         Equity
                                    ____________    ____________    ____________    ____________
<S>                                 <C>             <C>             <C>             <C>

Balance, December 31, 2000          $     84,079    $  1,824,081    $   (998,872)   $    909,288

   Issuance of 1,266,000 shares
    of common stock                       12,660        (187,113)             -         (174,453)

   Net loss                                   -               -          (38,308)        (38,308)
                                    ____________    ____________    ____________    ____________


Balance, September 30, 2001         $     96,739    $  1,636,968    $ (1,037,180)   $    696,527
                                    ============    ============    ============    ============

</TABLE>




                                      -7-
<PAGE>
Item 1.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Basis of Presentation:

In the opinion of management, the accompanying financial statements contain
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the balance sheets of Communitronics of America, Inc. and
subsidiaries as of September 30, 2001, and the results of their operations and
their cash flows for the nine months ended September 30, 2001 and 2000,
respectively.  The financial statements are consolidated to include the
accounts of Communitronics of America, Inc. and its subsidiary companies
(together "the Company").

The accounting policies followed by the Company are set forth in Note 1 to the
Company's consolidated financial statements as stated in its Form 10-KSB for
the year ended December 31, 2000.

Note 2.   Income (Loss) Per Common Share:

Income (loss) per common share is based on the weighted average number of
common shares are  outstanding during the period.

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

You should read the following discussion and analysis of financial condition
and results of operations of Communitronics together with the financial
statements and the notes to the financial statements which appear elsewhere in
this quarterly report and Communitronics's Form 10-KSB for the year ended
December 31, 2000.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB includes forward-looking statements. We
have based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject
to risks, uncertainties and assumptions, which include, among other things:

     -  our need for substantial capital;

     -  our ability to service debt;

     -  our history of net operating losses;

     -  the amortization of our intangible assets;

     -  our ability to integrate our various acquisitions;

     -  the risks associated with our ability to implement our business
        strategies;

     -  the impact of competition and technological developments;

     -  subscriber turnover;

     -  litigation and regulatory changes;

     -  dependence on key suppliers; and

     -  reliance on key personnel.

Other matters set forth in this Quarterly Report on Form 10-QSB may also cause
actual results to differ materially from those described in the
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In

                                      -8-
<PAGE>
light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this Quarterly Report on Form 10-QSB may not occur.

OVERVIEW

The Company is a provider of wireless message paging and information delivery
services.  Wireless message paging is comprised of numeric paging that permits
a pager to register the telephone number of the caller to the customer.
Information delivery systems is comprised of both numeric paging and text
messaging services.

The Company has a network of 14 radio towers (one tower is owned by the
Company and 13 towers are leased) to deliver wireless messaging services in
the coastal regions of Alabama, Louisiana, Mississippi and the Florida
panhandle. The Company owns seven Certificates of Public Convenience and
Necessity issued by the Alabama Public Service Commission and 34 frequencies
licensed by the Federal Communications Commission. These certificates and
licenses allow the Company to provide wireless messaging services in these
geographic areas.

The Company supports its operations from its executive offices in Daphne,
Alabama, and from its operation offices located in Foley, Alabama; Metairie,
Louisiana; Gulfport, Mississippi; and Pascagoula, Mississippi.

The geographic areas served by the Company covers approximately 10,000,000
persons. In its markets, the Company presently serves approximately 2,800
subscribers to its message paging and information delivery services at
September 30, 2001.

The Company derives the majority of its revenues from fixed, periodic (usually
monthly) fees, generally not dependent on usage, charged to subscribers for
paging services. While a subscriber continues to use the Company's services,
operating results benefit from this recurring revenue stream with minimal
requirements for incremental selling expenses or other fixed costs.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2001

The Company's total revenues have decreased by approximately 30.1% to $104,000
for the three month period ended September 30, 2001 compared to $149,000 for
the three month period ended September 30, 2000.  The Company's total revenues
have decreased by approximately 31.7% to $355,000 for the nine month period
ended September 30, 2001 compared to $519,000 for the nine month period ended
September 30, 2000. Overall, subscribers have decreased by approximately 1,000
or approximately 26% to 2,800 at September 30, 2001 from 3,800 at September
30, 2000. The decrease in the subscriber base was attributable to normal
attrition which was not offset with new pager sales due to a lack of inventory
in 2001 and management's efforts were concentrated on capital rasing efforts
at that time.

The Company's growth, whether internal or through acquisitions, requires
significant capital investment for paging equipment and technical
infrastructure.  During the three and nine month periods ended September 30,
2001, there were no capital expenditures due to a lack of cash flow.

For the remainder of 2001 and throughout the year 2002, the Company's business
strategy will be focused on increasing stockholder value by expanding the
subscriber base and increasing revenues, cost efficiencies and operating cash
flow. This focus will include the following:

   -   Managing capital requirements and increasing free cash flow by:

       -  increasing revenues and cash flows through sales of value-added
          advanced messaging and information services which generate higher
          average monthly revenue per unit (ARPU) than standard messaging
          or paging services; and

       -  further increasing the utilization of the southeast network to
          serve more customers per frequency and expand presence in
          existing markets with minimal capital outlay.

                                      -9-
<PAGE>
       -  Managing and lowering operating costs through cost containment
          initiatives;

       -  Maximizing internal growth potential by continuing to broaden the
          Company's distribution network and expanding target markets to
          capitalize on the growing appeal of messaging and other wireless
          products; and

       -  Completing the integration of the operations of its acquisitions.

The Company may also continue to expand its operations and subscriber base
through additional industry consolidation. While there are no current
outstanding commitments, potential future consolidation opportunities would be
evaluated on several key operating and financial elements including:
geographic presence and FCC regulatory licenses held; overall valuation of
potential target, including subscriber base and potential synergies;
consideration to be given; potential increase to net income and operating cash
flow; and availability of financing and the ability to reduce the combined
companies long-term debt. Such potential transactions may result in
substantial capital requirements for which additional financing may be
required. No assurance can be given that such additional financing would be
available on terms satisfactory to the Company.

RESULTS OF OPERATIONS

The following table sets forth certain operating information regarding the
Company:

<TABLE>
<CAPTION>
                                                  For the Three Months          For the Nine Months
                                                  Ended September 30            Ended September 30
                                               __________________________    __________________________
                                                  2001           2000           2001           2000
                                               ___________    ___________    ___________    ___________
                                                       (unaudited)                   (unaudited)
<S>                                            <C>            <C>            <C>            <C>

Revenues . . . . . . . . . . . . . . . . . .   $   104,273    $   149,213    $   354,696    $   518,933

Cost of revenues . . . . . . . . . . . . . .        43,611        102,777        259,914        331,804

General and administrative expenses. . . . .       114,861         50,899        646,389        361,579

Depreciation and amortization. . . . . . . .        30,044         32,101         90,131         96,304

Other income . . . . . . . . . . . . . . . .           923             -         616,313             -

Interest . . . . . . . . . . . . . . . . . .         2,492          8,366         12,883         24,258
                                               ___________    ___________    ___________    ___________

Net income (loss). . . . . . . . . . . . . .   $   (85,812)   $   (44,930)   $   (38,308)   $  (295,012)
                                               ===========    ===========    ===========    ===========

Net income (loss) per share. . . . . . . . .   $      (.01)   $     (.006)   $     (.004)   $      (.04)

</TABLE>

The definitions below will be helpful in understanding the discussion of the
Company's results of operations.

   -   Service, rent and maintenance revenues include primarily monthly,
       quarterly, semi-annually and annually billed recurring revenue, not
       generally dependent on usage, charged to subscribers for paging and
       related services such as voice mail and pager repair and replacement.

   -   ARPU means average monthly paging revenue per unit. ARPU is
       calculated by dividing (a) service, rent and maintenance revenues for
       the period by (b) the average number of units in service for the
       period.

   -   Net revenues include service, rent and maintenance revenues and sales
       of pagers less cost of products sold.

                                     -10-
<PAGE>
   -   Service, rent and maintenance expenses include costs related to the
       management, operation and maintenance of the Company's network
       systems and customer support centers.

   -   General and administrative expenses include executive management,
       accounting, office telephone, repairs and maintenance, management
       information systems, salaries and employee benefits.

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH 2000

Revenues decreased approximately $45,000, or approximately 30.1%, from
$149,000 for the three months ended September 30, 2000 ("2000") to $104,000
for the three months ended September 30, 2001 ("2001"). The decrease in
revenues was primarily the result of a decrease in products available for
resale and normal attrition of the customer base.  The company is trying to
raise capital and has concentrated all efforts in this area.  Lack of capital
due to the de-listing in August 1999. The total number of subscribers
decreased by 1,000 since September 30, 2000. This decrease was due to normal
attrition which was not offset with new pager sales due to a lack of inventory
in 2001.

Cost of revenues, which consist primarily of cost of paging equipment and
service, rent and maintenance expenses, decreased approximately $59,000 or
57.6% from $103,000 in 2000 to $44,000 in 2001. This decrease was attributable
to a lack of pager inventory and decreases in telephone costs and personnel
expenses.  Pagers are classified as inventory when purchased and the cost is
included in cost of product sales when the unit is sold.  The Company expects
its service, rent and maintenance expenses to decrease as a percentage of
revenues and per subscriber unit in future periods as it continues to
renegotiate certain of its telecommunications and third party services
contracts and decommissions redundant transmitter and tower sites. The Company
expects such expense savings to be partially offset by an increase in rental
costs for other transmitter and tower sites as the Company enhances its
presence in the Southeastern United States.

General and administrative expenses increased approximately $64,000 from
$51,000 in 2000 to $115,000 in 2001.  The increase in general and
administrative expenses is attributable to an increase in consulting fees,
professional fees and travel during the third quarter of 2001 which came from
capital raising efforts.

Depreciation and amortization expense decreased approximately $2,000 from
$32,000 in 2000 to $30,000 in 2001.

Interest expense decreased approximately $6,000 from $8,000 in 2000 to $2,000
in 2001. Interest expense decreased due to lower average debt balances
outstanding during 2001. Average debt balances were greater in 2000 than in
2001 as a result of debt incurred related to capital expenditures and working
capital requirements.

The Company's net loss increased approximately $41,000 from $45,000 in 2000 to
$86,000 in 2001.  The increase in net loss was primarily the result of the
increase in consulting and professional fees as discussed  above..  The
Company expects net losses to decrease in future periods.

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH 2000

Revenues decreased approximately $164,000, or approximately 31.7%, from
$519,000 for the nine months ended September 30, 2000 ("2000") to $355,000 for
the nine months ended September 30, 2001 ("2001"). The decrease in revenues
was primarily the result of a lack of inventory due to operating constraints.
The company has been trying to raise capital since getting its stock re-listed
on the OTC Bulletin Board and has concentrated all efforts in this area.  Lack
of capital due to the de-listing in August 1999. The total number of
subscribers decreased by 1,000 since September 30, 2000. This decrease was due
to normal attrition which was not offset with new pager sales due to a lack of
inventory in 2001 and management's efforts were concentrated on capital
raising efforts.

Cost of revenues, which consist primarily of cost of paging equipment and
service, rent and maintenance expenses, decreased approximately $72,000 or
21.7% from $332,000 in 2000 to $260,000 in 2001.  This

                                     -11-
<PAGE>
decrease was primarily attributable to a decrease in available inventory and a
reduction in telecommunications expenses.  Pagers are classified as inventory
when purchased and the cost is included in cost of product sales when the unit
is sold.  The Company expects its service, rent and maintenance expenses to
decrease as a percentage of revenues and per subscriber unit in future periods
as it continues to renegotiate certain of its telecommunications and third
party services contracts and decommissions redundant transmitter and tower
sites. The Company expects such expense savings to be partially offset by an
increase in rental costs for other transmitter and tower sites as the Company
enhances its presence in the Southeastern United States.

General and administrative expenses increased approximately $285,000 from
$362,000 in 2000 to $647,000 in 2001.  The increase in general and
administrative expenses is attributable to an increase in consulting fees,
professional services and travel during 2001 which were related to capital
raising efforts.

Depreciation and amortization expense decreased approximately $6,000 from
$96,000 in 2000 to $90,000 in 2001.

Interest expense decreased approximately $11,000 from $24,000 in 2000 to
$13,000 in 2001. Interest expense decreased due to higher average debt
balances outstanding during 2000. Average debt balances were $100,000 greater
in 2000 than in 2001 as a result of debt incurred related to capital
expenditures and working capital requirements.

The Company's net loss decreased approximately $257,000 from $295,000 in 2000
to $38,000 in 2001. The decrease in net loss was primarily the result of the
gain recognized on the sale of certain frequencies and other assets e and
offset by an increase in consulting fees and professional services.  The
Company expects net losses to decrease in future periods.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following summary table (unaudited) presents comparative cash flows of the
Company for the periods indicated.

<TABLE>
<CAPTION>
                                                               Nine months ended
                                                                 September 30
                                                           __________________________
                                                              2001           2000
                                                           ___________    ___________
                                                                  (unaudited)
<S>                                                        <C>            <C>

Net cash provided by (used in) operating activities        $  (602,981)   $    73,628

Net cash provided by (used in) investing activities            634,000         (2,522)

Net cash used in financing activities                          (54,296)        (9,517)

</TABLE>

For the nine months ended September 30, 2001, the Company's cash provided by
operating activities decreased by approximately $677,000 from $74,000 for the
nine months ended September 30, 2000 to $(603,000) for the nine months ended
September 30, 2001. The decrease in cash provided by operating activities was
primarily the result of the increase in consulting services and professional
fees related to capital raising efforts and the decrease in revenues noted
above.

Net cash provided by investing activities increased approximately $637,000
from $(3,000) for the nine months ended September 30, 2000 to $634,000 for the
nine months ended September 30, 2001. The increase in net cash provided by
investing activities was primarily the result of the sale of certain 800 MHz
frequencies owned by the Company in the New Orleans, Louisiana area.  Total
capital expenditures for fiscal year 2001 are expected to be minimal.  The
Company expects to finance its capital expenditures for the remainder of
fiscal

                                     -12-
<PAGE>
year 2001 through its operating cash flows. Projected capital expenditures are
subject to change based on the progress of internal growth, general business
and economic conditions and competitive pressures.

Net cash used in financing activities increased approximately $45,000 from
$10,000 for the nine months ended September 30, 2000 to $55,000 for the nine
months ended September 30, 2001. The increase was primarily the result of
payments made on stockholder loans and other long-term debt.

Long-Term Debt

Borrowings and repayments from banks.  During the nine months ended September
30, 2001, the Company did not increased its borrowings from banks.  At
September 30, 2001, $84,000 was outstanding to various banks.

Stockholder note.  During the nine months ended September 30, 2000, the
Company received a stockholder note totaling $14,000 which bears interest at
8.00%.  The Company will begin making principal payments as cash flow becomes
available.  At September 30, 2001, there was $314,000 outstanding on
stockholder notes.


Access to Future Capital

The Company's ability to access borrowings and generate investments in the
company and to meet its debt service and other obligations will be dependent
upon its future performance and its cash flows from operations, which will be
subject to financial, business and other factors, certain of which are beyond
the Company's control, such as prevailing economic conditions. The Company
cannot assure you that, in the event it was to require additional financing,
such additional financing would be available on terms permitted by agreements
relating to existing indebtedness or otherwise satisfactory to it.



                                     -13-
<PAGE>
                          PART II - OTHER INFORMATION

Item l.   Legal Proceedings

      Dispute $56,000.00 judgement on going.


Item 2.   Changes in Securities and Use of Proceeds

       None

Item 3.   Defaults upon Senior Securities

       None

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

       No matter was submitted to a vote of the security holders of the
       Company during its quarter ended September 30, 2001.

Item 5.   Other Information.

       Not applicable.

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

       None

                                     -14-
<PAGE>
                                  SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:                              Communitronics of America, Inc.

       December 6, 2001                  /S/ DAVID R. PRESSLER
     _____________________         By: ___________________________________
                                       David R. Pressler
                                       President, Chief Executive Officer and
                                       Principal Financial Officer


                                     -15-