UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                          FORM 10-KSB/A
                                
    [X] Annual Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
             For the Fiscal Year Ended June 30, 1996
                   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.)
                                
            10855 E. Bethany Drive, Aurora, CO  80014
            (Address of principal executive offices)
                                
                         (303) 743-7983
         (IssuerOs Telephone Number Including Area Code)
                                
Securities registered pursuant to Section 12(b) of the Act:  None
                                
   Securities registered pursuant to Section 12(g) of the Act:
                                
                  Common Stock, $.001 par value
                        (Title of Class)
                                
  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 __
                                
Check if there is no disclosure of delinquent filers in response
    to Item 405 of Regulation S-B contained in this form, and
  no disclosure will be contained, to the best of registrantOs
          knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
         KSB or any amendment to this Form 10-KSB: [  ]
                                
  The aggregate market value of the 11,265,022 shares of voting
         stock held by non-affiliates of the issuer was
 approximately $2,253,004.  The aggregate market value was based
              upon the mean between the closing bid
and asked price for the common shares as reported in the Over-The-
           Counter Bulletin Board as of June 28, 1996.
                                
            APPLICABLE ONLY TO CORPORATE REGISTRANTS
                                
 Number of shares outstanding of each of the issuerOs classes of
        common stock as of June 30, 1996 was 41,299,254.
                                
  State issuerOs revenues for its most recent fiscal year:  $0.
                                
           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__
                                
           DOCUMENTS INCORPORATED BY REFERENCE:  None







ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

This  Form  10-KSB/A  is filed to incorporate  all  Exhibits  not
included with the initial filing.


(a)Exhibits.  The following documents are filed herewith  or  inc
orporated herein by reference as Exhibits:

2.0   Acquisition of Keystone Holding Corp. dated  May  10,  1995
(incorporated  by reference to the CompanyOs Form 8-K  dated  May
10, 1995).

2.1    Definitive  Acquisition  Agreement  By  and  Between   Key
Communications  Group, Inc. and Omni-Range  Communications  dated
August 5, 1995. (1)

2.2   Agreement  between the Company and Video  Licensing  Group,
Inc. dated January 24, 1996. (1)

2.3  Acquisition Agreement between the Company and DCL Associates
dated April 29, 1996. (1)

2.4   Letter of Intent between the Company and Telecosm dated May
31, 1996. (1)

3.1   Articles of Incorporation of the Company. (incorporated  by
reference  to  Exhibit 3.1 to the CompanyOs Form S-1 Registration
Statement No. 82-88530 dated December 20, 1983).

3.2   By-laws. (incorporated by reference to Exhibit 3.2  to  the
CompanyOs  Form  S-1  Registration Statement No.  82-88530  dated
December 20, 1983).

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

4.1  Certificate of Designation of Series B Preferred Shares.

4.2  Certificate of Designation of Series C Preferred Shares.

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

10.02     Commercial contract to buy and sell real estate between
Keystone Holding Corp. and Local Service Corporation dated May 5,
1995. Exhibit header reads OInternational Network.O (1)

10.03      Warranty  Deed dated May 30, 1995 from  Local  Service
Corporation to Nattem USA, Inc.. (1)

10.04       Deed  of  Trust,  security  agreement  and  financing
statement  executed by David L. Terry and Celia  M.  Terry  dated
September 9, 1986. (1)

10.05      Promissory Note and Deed of Trust dated May  30,  1995
executed  by  Key Car Finance Company in favor of  Local  Service
Corporation. (1)

10.06      Agreement of Sale By and Between Nattem USA, Inc.  and
John  Sandy Productions, Inc. dated July 26, 1995, together  with
Exhibits. (1)

10.07      Option  Agreement  By and Between  Key  Communications
Group,  Inc. and Mobile-One Communications, Inc. dated  July  31,
1995. (1)

10.08     Agreement among the Company, Proxhill Marketing Limited
and Adex Corp. dated December 15, 1995. (1)

16   Letters on change in certifying accountant. (incorporated by
reference  to  the CompanyOs Form 8-K dated August 22,  1996  and
September 12. 1996).

21   Subsidiaries of the registrant. (1)

27   Financial Data Schedule

(b)   The Company did not file any reports on Form 8-K during the
quarter ended June 30, 1996.
_________________

(1)   Incorporated by reference to the exhibits  filed  with  the
CompanyOs Form 10-KSB for the fiscal year ended June 30, 1995.


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:   October 29, 1996          By:  /s/ donald g. mack
                                   Donald G. Mack, President  and
                                   Chief Executive Officer

                                  By: /s/ kelsey T. Kennedy
                                    Kelsey   T.  Kennedy,   Chief
                                    Financial Officer

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed by the following  persons  on
behalf  of  the Company and in the capacities and  on  the  dates
indicated.

Signature               Title                       Date


/s/ donald g. mack      Director            October 29, 1996
Donald G. Mack

/s/ robert clauson      Director            October 29, 1996
Robert Clauson

/s/ mitchell b. chi     Director            October 29, 1996
Mitchell B. Chi

Clifford Perlman        Director            October 29, 1996

Tom Moscariello         Director            October 29, 1996