UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                           FORM 10-KSB
                                
    [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



TABLE OF CONTENTS

FORM  10-KSB ANNUAL REPORT - FOR FISCAL YEAR ENDED  JUNE  30,
1996

ComTec International, Inc.

PART I

Item 1.   Description of Business                                        1
Item 2.   Description of Property                                        6
Item 3.   Legal Proceedings                                              6
Item 4.   Submission of Matters to a Vote of Security Holders            8

PART II

Item 5.   Market for Common Stock Equity and Related Stockholder Matters 9
Item 6.   Management's Discussion and Analysis or Plan of Operation     10
Item 7.   Financial Statements                                          13
Item 8.   Changes in and Disagreements with Accountants on Accounting 
          and Financial Disclosure                                      13


PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons; 
          Compliance with Section 16(a) of the Exchange Act            14
Item 10.  Executive Compensation                                       18
Item 11.  Security Ownership of Certain Beneficial Owners and 
          Management                                                   20
Item 12.  Certain Relationships and Related Transactions               20
Item 13.  Exhibits and Reports on Form 8-K                             21

SIGNATURE PAGE                                                         23

INDEX TO FINANCIAL STATEMENTS                                          24


PART I

ITEM 1. DESCRIPTION OF BUSINESS

(a) Business Development:

      ComTec  International Inc. was incorporated on July  6,
1983 in the State of New Mexico, originally under the name of
Nisus  Video,  Inc.  It is a fully reporting  12(g),  34  Act
publicly  traded  company.  The Company  has  undergone  many
changes to date as a result of certain reorganizations. These
changes are more fully disclosed in prior 34 Act filings. The
CompanyOs  principal office is located at 10855 East  Bethany
Drive,  Aurora  Colorado  80014,  its  telephone  number   is
303.743.7983,  toll free number is 1.888.BUY.YRLS,  facsimile
number    is    303.743.7986,   and   E:Mail    address    is
mobileplanet.com.   The  Company  is  authorized   to   issue
50,000,000  common  shares, $0.001 par value,  and  5,000,000
preferred shares, $0.001 par value.

      On  May  10,  1995,  and  pursuant  to  the  terms  and
conditions of a written agreement, the control of the Company
was   acquired  by  the  shareholders  of  Keystone   Holding
Corporation  (OKHCO), a privately owned Colorado  corporation
under  the control of Donald G. Mack, solely in exchange  for
voting  securities  of the Company. In connection  with  this
acquisition  11,228,971 shares of the CompanyOs common  stock
were issued to KHC shareholders in exchange for the following
major  assets  of  KHC:  1). a commercial  revenue  producing
property  valued  at  $392,214 and (2).  a  satellite  uplink
system   valued   at  $290,000  (net  of  depreciation).   In
connection with the revenue producing property was a $347,645
liability  (SEE  ITEM 12, CERTAIN RELATIONSHIPS  AND  RELATED
TRANSACTIONS.)

     As a result of this transaction, the Company experienced
a complete change of management control. On October 27, 1995,
Nattem, USA , Inc. (then the name of the Company) changed its
name  to  ComTec  International,  Inc.,  and  finalized   the
CompanyOs  new  strategic business plan  to  develop  various
telecommunications services and products, principally in  the
areas  of  Specialized Mobile Radio (SMR),  satellite  uplink
services,   wireless  Global  Positioning   Satellite   (GPS)
products  and services, traditional long distance  voice  and
data communications.

      On  July  27,  1995  the Company acquired  all  of  the
outstanding  voting  stock of John  Sandy  Productions,  Inc.
(JSP), a privately held corporation under the sole control of
John  Santucci.  The business purpose of this self-supporting
video production company was to obtain in-house marketing and
media production expertise to support the CompanyOs marketing
of  its future telecommunication services. As of the date  of
this filing, the Company has agreed to terminate the original
purchase  agreement of JSP with John Santucci. For accounting
purposes, the CompanyOs total cash investment in this wholly-
owned subsidiary has been recorded in other assets as of June
30, 1996.

      During fiscal 1996, the Company expanded its management
and  support staff in-order to execute its strategic business
plan  in  the wireless telecommunication industry and  target
operational SMR companies for acquisition and joint ventures.
As of June 30, 1996, the Company controlled management option
agreements  on  185 SMR licenses obtained through  the  Omni-
Range acquisition, some of which were partially constructed.

       On   August  6,  1996,  the  Company  acquired  option
agreements to manage 1,380 800Mhz SMR channels in 20  states.
These  channels  have been granted an Extended Implementation
Waiver  (OEIWO) which require minimum operational  status  by
each  calendar year end. Through this acquisition the Company
also  obtained an additional 1,055 channels which expire  the
end  of October 1996. The Company is currently attempting  to
save  some of these October 1996 channels. The Company is  in
the  process  of analyzing and creating a plan to  construct,
trade  and  blend the EIW channels with acquisition  targets.
Construction and initial loading of at least 139 channels  is
planned  for by the end of December 1996 as required  by  the
Federal   Communication  Commission.  The  Company  estimates
$1,112,000 will be needed by the end of December 31, 1996, to
construct the 139 channels required to maintain the 1,380 EIW
channel status.

      Based  on  successful  financing  to  acquire  over  30
targeted  SMR systems, the Company anticipates it will  be  a
fully  operational SMR telecommunication company  during  the
first half of calendar 1997.

(b) Business of Issuer:

      During  the fiscal year ended June 30, 1996 the Company
continued   as  a  developmental  stage  entity  focused   on
executing  its  wireless SMR business plan  started  in  1993
through  the efforts of Keystone Holding Company.  Activities
have   been  concentrated  on  creating  and  executing   the
CompanyOs strategic business plan, raising private financing,
developing  a  management and support staff  to  execute  its
business  plan,  and maintaining proper reporting  compliance
for  various federal government agencies, such as the SEC and
FCC.  The  Company  is broken into three developing  business
units as of the date of this filing:

     Wireless   SMR  Services:  Activities  involve   seeking
     possible   operating  SMR  companies  for   acquisition,
     negotiating  management and option  agreements  for  SMR
     800Mhz  radio  licenses,  designing  and  planning   the
     national  SMR  system  build-out,  acquiring  SMR  radio
     equipment,  identifying tower site owners  as  locations
     for   the  CompanyOs  SMR  sites,  and  maintaining  FCC
     compliance reviews and performing due diligence  reviews
     on SMR companies under Letters of Intent to acquire. Due
     to recent changes in the federal regulation of SMR radio
     spectrum,   SMR   operators   can   now   compete   with
     conventional cellular service, expand their existing two-
     way     radio    services    to    allow    inter-system
     regional/national  call roaming and offer  new  enhanced
     services  such  as  two-way paging  and  wide-area  call
     conferencing.  As  of  June 30, 1996,  the  Company  had
     various  SMR  channels as a result  of  the  Omni  Range
     acquisition. As of August 6, 1996, the Company  acquired
     options  to manage 1,380 SMR licenses in 20 states  (SEE
     ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN  OF
     OPERATION - CLOSED ACQUISITIONS). To date, this business
     unit has not generated any revenues.
     
     Wireless Global Positioning Satellite Products:  Through
     the  proposed  acquisition  of  certain  assets  of  GPS
     Communications,   Inc.   (SEE   ITEM   6.   MANAGEMENT'S
     DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  -  PENDING
     ACQUISITIONS), the Company will own all patents  pending
     and  intellectual  rights on three  commercial  products
     using  the federally owned tracking system called Global
     Positioning Satellite (GPS). This service is free to any
     user  who  has  a GPS receiver worldwide. GPS  allows  a
     properly equipped user to identify within 10 meters, the
     exact  longitude and latitude of its physical  position.
     Using  GPS data, the Company plans to create proprietary
     products  to track and transmit various information  for
     the  railroad industry. The first product in development
     has  been funded by Southern Pacific Railroad (SPR)  and
     tracks the exact location and internal data (such as the
     temperature and humidity) of a refrigerated railcar  and
     transmits  this packet data over a wireless cellular  or
     SMR  system  to  a centralized monitoring station.  This
     product, the RCL-2000 has passed various tests  by  SPR
     and is ready for large scale commercial use. The Company
     also  plans to develop additional GPS products  for  the
     trucking   and   utilities  industries.   Assuming   the
     consummation  of the acquisition, the Company  plans  on
     selling  its first RCL-2000 products by the end  of  the
     calendar  year 1996 with additional fees to monitor  the
     data. To date, this business unit has not generated  any
     revenues.
     
     Long-distance  switching  services:  Activities  involve
     exploring possible long-distance land-line and satellite
     uplink  communication  opportunities,  negotiating   the
     acquisition  of a satellite teleport system  located  in
     Louisiana,   and  obtaining  an  operating  tandem   and
     personal  computer  based  switches.  The  long-distance
     switching  business  has  grown dramatically  since  the
     deregulation of AT&T and new demands for faster and more
     economical  transmission  of  video,  data   and   voice
     information throughout the world. Successful acquisition
     of  a  long-distance switch will allow  the  Company  to
     operate  as a long distance telephone company  and  call
     transfer   station.  In  addition,  this  segment   will
     complement  the SMR wireless business by offering  long-
     distance voice and data services to subscribers who need
     seamless  communications from a wireless hand-held  unit
     to  an  international  land-line system.  To  date,  one
     acquisition of a satellite teleport is pending (SEE ITEM
     6.  MANAGEMENTOS  DISCUSSION AND  ANALYSIS  OR  PLAN  OF
     OPERATION  -  PENDING ACQUISITIONS)  and  various  long-
     distance  switching  platforms have  been  targeted.  To
     date, this business unit has not generated any revenues.
     
     Company activities have also involved the purchase of  a
commercial  office building in Aurora, Colorado, as  well  as
its   revenue  producing  commercial  property   in   Parker,
Colorado.  (See  Item  2,  DESCRIPTION  OF  PROPERTY,  for  a
description of the CompanyOs properties as well as the nature
and extent of the encumbrances thereon.)

     The Company is currently in the process of expanding its
accounting, administrative and support operations in order to
consolidate  the marketing, management and support  areas  of
newly  acquired SMR companies, thus resulting in  an  overall
projected higher operating profits.

Competition:

     The  CompanyOs success depends on its ability to compete
with   other  wireless  communications  providers,  including
cellular  mobile  telephone  operators  and  established  SMR
operators, in each of its proposed markets.
     
       Existing  cellular and SMR operators in the  CompanyOs
proposed operating territories have been in operation  for  a
number  of  years, and have significant customer  bases.   In
addition to their entrenched market position, these operators
have  available  significantly greater  financial  and  other
resources  than  those available to the Company.  Larger  SMR
companies  are  currently converting to all digital  formats,
which  require current subscribers to purchase more expensive
digital  radio  equipment  or  find  another  analog   system
provider.  The Company will take advantage of this  temporary
analog demand by expanding an acquired SMR operating capacity
with  additional  managed  licenses  and  services.  Cellular
systems and certain SMR operators permit automatic Ohand-offO
of  ongoing calls from cell to cell, which generally prevents
interruption  of  a  call. The Company will  not  offer  this
feature  until its first regional build-out is completed  and
augmented  with  SMR  technology, such as  SmartLink  inter-
system  roaming.  The  competition for  new  SMR  subscribers
within the Company's proposed operating territories may  also
include  Nextel  Communications and/or other independent  SMR
regional   operators.   The  Company  also   faces   possible
competition  for  digital  mobile service  from  other  radio
operators  for channels that may be allocated by the  FCC  in
the  future  and  operators  of new  wireless  communications
technologies such as personal communications systems (OPCSO).
Until  an  analog system is fully loaded, the  conversion  to
digital will be analyzed based on future revenues projected.
     
     The  GPS  products for the transportation  industry  are
considered proprietary and innovative by the Company. The RCL-
2000   has  been  successfully  tested  by  Southern  Pacific
Railroad   since   1995  within  their   specifications   and
satisfaction.  The Company believes that the market  for  the
RCL-2000  could  be as high as 100,000 units which  could  be
higher  as the product is modified to encompass the  trucking
industry.  To the best of the CompanyOs knowledge,  no  other
wireless   GPS  products  for  the  transportation   industry
currently exists.
     
     Existing  long-distance and satellite operators  in  the
CompanyOs  proposed  operating  territories  have   been   in
operation  for  a  number  of  years,  and  have  significant
customer  bases.   In  addition to  their  entrenched  market
position,   these   operators  have   significantly   greater
financial  and other resources available than those available
to  the  Company.  The  Company believes  it  can  ultimately
provide  long-distance  and satellite services  ranging  from
conventional   data   and   voice   services   to    advanced
international satellite uplink services.

Government Regulation:

     The Company is currently subject to regulation under the
Federal  Communications Commission (FCC) as  defined  in  the
Code of Federal Regulations (CFR) for wireless services.  The
licensing,  construction,  operation,  sale,  interconnection
arrangements and acquisitions of SMR Systems are regulated by
the  FCC.  FCC approvals will be required prior to completion
of an acquisition of any such SMR license which could cause a
delay.  Issuance of licenses is approved by the  FCC  for  an
operating  period  of  5  years.  Prior  to  expiration,  the
licensee  must  submit  an application  for  renewal  of  the
license evidencing that the licensee has been complying  with
the  FCC  rules  and  regulations.  While  there  can  be  no
assurance  that such renewal of the license will be  granted,
historically  such licenses have been renewed, provided  that
compliance  with  the  FCC  rules  and  regulations  for  the
operation  of  the facilities has occurred. New SMR  licenses
must  be constructed and operational within a set time  limit
otherwise  the  license reverts back to the  FCC  for  public
auction.  Licenses that expire are returned to  the  FCC  for
public auction.
     
     The  United  States  Department  Of  Transportation  may
require  any external electrical monitoring devices  used  on
the public railways or highways to be approved prior to their
use. The GPS monitoring products being developed for sale  by
the Company may require such approval. In additional, certain
systems  may  also  require  safety  certification   by   the
Underwriters Laboratories (UL) prior to any installation.
     
     The  FCC  also regulates the long distance and satellite
uplink and teleport industry. The Company will need to comply
with  tariff  and  regulatory  requirements.  Resellers   are
responsible for obtaining licenses to do business and/or file
tariffs  with  individual state PUCs or PSCs as  required  by
those   state  commissions.  It  is  also  the  long-distance
resellerOs  responsibility to remain in compliance  with  any
PUC  or  FCC  ruling regarding telemarketing requirements  or
regulations. The reseller is required to obtain  federal  and
state  tax  exemption certificates. The  reseller  must  also
obtain   all   sales  taxes  from  the  end-user,   including
applicable federal, state, city, county, and local taxes.

Employees and Consultants:

     As  of  the  date  of this filing, the  Company  employs
fourteen  (14)  persons: Clifford S.  Perlman,  Director  and
Chairman of the Board of Directors; Donald G. Mack, Director,
President and Chief Executive Officer; Mitchell Chi, Director
and  Chief Operating Officer; Kelsey Kennedy, Chief Financial
Officer; Anne Paoletti, Director of Marketing; Steve Brodsky,
Senior Engineer; Tom Moscariello, Director and Vice President
Marketing/Sales;  Chris Hanneman, Senior  Vice  President  of
Investor  Relations; Robert Clauson, Corporate Secretary  and
Director; and five accounting and administrative employees.

    The Company periodically retains outside consultants such
as attorneys, accountants and industry consultants to perform
certain  corporate  administrative  tasks  and  specific  SMR
related projects.

Wireless SMR Industry

      The  wireless  communications industry, which  includes
services such as cellular, SMR, paging, and others, is one of
the  fastest  growing industries in the world.  The  wireless
telephone  communications industry for the general public  is
twelve years old, beginning with limited cellular service  in
1983   in  Chicago,  Illinois.  Nationwide  penetration   for
cellular  service  has  only  recently  risen  above  8%   to
approximately 33,000,000, and the industry continues to  grow
at a rate in excess of 25% per year.  An estimated two out of
every  three  new  phone numbers currently being  issued  are
issued for wireless subscribers. As estimated by the American
Mobile Telecommunications Association there will be in excess
of  120,000,000 wireless communications users in  the  United
States by the year 2004 and over 5,000,000 Enhanced SMR users
by  1998.  This is compared to 33,000,000 cellular users  and
391,000 SMR users in 1995 as estimated by the American Mobile
Telecommunications Association.

       The  Company  plans  to  offer  mobile  communications
services   ranging   from  two-way  dispatch,   to   services
comparable  in quality to those provided by current  cellular
telephone operators in its proposed operating territories. In
addition,  the  Company plans to offer, in a  single  handset
services and combinations of services currently not available
in  its  proposed  operating territories, including  combined
mobile telephone (mobile telephone service combined with two-
way radio capabilities), short (alpha-numeric) messaging such
as  paging and dispatch (the ability to communicate  directly
to others through a single handset without interconnecting to
the   regular   "land line"  telephone  system)   and   data
transmission (fax and computer data transfer of information).
Through   several  key  personnel  on  its   management   and
consulting  teams with extensive experience in  the  wireless
communications  industry,  the  Company  plans   the   staged
conversion  of  acquired analog systems to a  digital  mobile
network.   In  its  effort to replace the  current  operating
analog  SMR  systems,  the Company expects  to  significantly
expand  the  existing  coverage and capacity  of  the  analog
systems  as well as to provide advanced value added features,
call clarity, quality and call security to its subscribers.


ITEM 2.  DESCRIPTION OF PROPERTY

Real Estate:

      On  May  30, 1995, the Company purchased two commercial
properties.  In  consideration of a total purchase  price  of
$1,499,156  (including real estate commissions), the  Company
acquired an office building where it currently maintains  its
principal  place  of  business in Aurora,  Colorado  from  an
unrelated  party. In consideration of a total purchase  price
of  $392,214,  the  Company purchased  a  commercial  revenue
producing car property in Parker, Colorado from the President
of the Company, a related party.

     The office building is comprised of approximately 18,000
square feet of office space and 65 parking spaces located  on
approximately  one  acre  in Aurora, Colorado.  The  purchase
price  was  paid  $2,500  in cash; $121,000  by  means  of  a
promissory  note;  an agreement to issue  420,000  shares  of
convertible  preferred stock, valued at  $1  per  share;  the
issuance  of 400,001 shares of common stock, valued  at  $.75
per  share;  and the assumption of approximately $620,000  in
liabilities represented by the existing Promissory  Note  and
Deed  of  Trust. The Promissory Note for $620,000  was  never
assumed by the Company in connection with the acquisition  of
property, but is secured by a lien on the property. The  lien
entitles  the holder of the note to foreclose on the building
in  the event the note is not paid when due. The building  is
also  encumbered by a second lien in favor of Omni-Range  for
certain assets which the Company acquired in July 1995. As of
the  date of this filing, the Company has been served with  a
foreclosure  notice and the demand to appoint a  receiver  by
the  promissory note holder and other secured creditors.  The
Company  has  also been served with a notice to foreclose  on
the  other  secured  property located in Aurora  and  Parker,
Colorado  by  the  same  note  holder.  (SEE  ITEM  3.  LEGAL
PROCEEDINGS.)

      The  car lot property is comprised of one acre of  open
land  and  single  story  sales  office  located  in  Parker,
Colorado. The purchase price paid was $392,214. In connection
with  this transaction, the Company assumed a first  mortgage
of  $352,000,  issued 172,720 preferred shares of  stated  $1
value  per  share  of Key Car Finance (a  subsidiary  of  the
Company)  to the President of the Company and issued  a  note
payable  to  the President of the Company in  the  amount  of
$148,000. Revenue generated from this property is $3,862  per
month,  which has been assigned to the Promissory Note holder
of the commercial property described above. This property has
been  served with a notice to foreclose on November 4,  1996.
The  Company  is  attempting to  cure  the  default  on  this
property  of  approximately  $104,000.  (SEE  ITEM  3.  LEGAL
PROCEEDINGS.) (SEE ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.)

       The  office  building  was  substantially  vacant  and
unfinished when acquired by the Company. Since that date, the
Company  has  completed interior construction  sufficient  to
occupy approximately 66% of the building as its principal and
administrative  office.   The  remaining  building  space  is
anticipated  to be leased to both affiliated and unaffiliated
entities,  although no specific contracts have been completed
as  of  the  date of this report.  The internal  construction
costs  and other improvements to date have been approximately
$102,000.

Intangibles:

    SMR licenses must be constructed and operational within a
set  time  limit or they expire and revert back  the  Federal
Communication  Commission (FCC) for public auction  in  1997.
Operational as defined by the FCC is two paying customers per
frequency  (called  channels once constructed).  The  Company
values each license channel based on the assumption that  the
channel will be fully constructed and operational within  the
time limit set forth by the FCC. The value of each channel is
determined by the gross purchase price plus all direct  costs
to  acquire  the  license  channel such  as  legal  fees  and
independent due diligence review costs. Certain channels have
a  higher individual value based on Basic Trading Area  (BTA)
locations  and  Economic Areas (EA). The Company  values  all
channels  based on the most recent average cost  per  channel
which does not account for BTA and EA differences.
    
    As  of  June  30,  1996,  the  Company  owned  management
contracts for 185 SMR channels which it acquired through  the
Omni-Range purchase. The Company is determining the status of
these  channels and if not expired, will commence  completion
of  the  build-out and subscriber loading based on  projected
demand. (SEE ITEM 6. MANAGEMENTOS DISCUSSION AND ANALYSIS  OR
PLAN OF OPERATION - CLOSED ACQUISITIONS)
    
    As  of  the date of this filing, the Company owns options
to  manage  1,380  channels for which  the  Company  paid  an
aggregate  of  $1,988,357  plus $130,000  in  legal  and  due
diligence  costs. Channels which expire are expensed  in  the
year in which they expire using the recent average cost.

ITEM 3.  LEGAL PROCEEDINGS

          Local Service Corporation vs. ComTec International,
Inc..   This  suit (the "Receivership Action") was  filed  in
December  1995  in  the District Court for  Arapahoe  County,
Colorado.  Local Service Corporation, the former owner of the
Company's  building  at  10855 E. Bethany  Drive  in  Aurora,
Colorado  (the "Company's Building"), sought the  appointment
of  a  receiver for the Company, dissolution of the  Company,
and  an  inspection  of  the  Company's  books  and  records.
Plaintiffs'  claims  were  based  upon  alleged  illegal  and
fraudulent  acts on the part of the Company's  management  in
encumbering  the Company's real estate without  consideration
and  corporate waste and mismanagement.  On January 4,  1996,
the  court  entered  an  order  appointing  John  Watson   as
receiver.   On  January 12, 1996, upon motion  filed  by  the
Company,  the court vacated the order appointing the receiver
and  ordered the receiver not to interfere with the Company's
business.   On March 6, 1996, the Company filed counterclaims
against  Local  Service Corporation, International  Corporate
Development Ltd., Premier Financial Services, Inc.,  Phillips
Energy   Corporation,  John  Watson,  Frank  Grey,  and   Bob
Laventhal.   The  Company  is seeking  undetermined  monetary
damages  for actions of this group arising from their attempt
to  seize control of the Company.  This case is scheduled for
a jury trial in September 1997.
     
     Local  Service  Corp. has also filed for foreclosure  of
its  deed  of  trust  on  the Company's  commercial  property
located  at  10672  S.  Parker Road,  Parker,  Colorado  (the
"Parker  Property"), based on the Company's  failure  to  pay
monthly  payments  to Local Service Corp. for  the  Company's
Building.    The   Parker  Property  secured  the   Company's
obligations  on the Company's Building, which  was  purchased
from  Local  Service Corp. on May 30, 1995.   Foreclosure  is
scheduled for November 4, 1996.  The Company is attempting to
cure  the  default  which is estimated  to  be  approximately
$104,000 to stop the foreclosure action.
     
     The following suits involve individuals or companies who
participated in or encouraged the Receivership Action against
the Company:
     
     Premier    Financial   Services,   Inc.    vs.    ComTec
     International,  Inc. and Keystone  Holding  Corp.   This
     suit  was  filed on September 30, 1996, in the  District
     Court  for  the  City  and County of  Denver,  Colorado.
     Premier  Financial  Services,  Inc.  alleges  that   the
     Company  breached  the  terms of a consulting  agreement
     pursuant  to  which  Premier  was  to  receive   certain
     compensation  for  finding an acquisition  for  Keystone
     Holding Corp..  An answer is due November 5, 1996.
     
     Wayne  Johnson  vs. Key Communications Group,  Inc.  and
     ComTec  International,  Inc.  This  suit  was  filed  on
     September  30, 1996 in the District Court for  the  City
     and  County of Denver, Colorado.  Wayne Johnson  alleges
     nonpayment of a promissory note in the principal  amount
     of  $40,000 plus interest.  An answer is due November 5,
     1996.   The Company proposes to claim that an offset  is
     due  the  Company based on a signed employment agreement
     with Mr. Johnson.
     
     Gayle A. Couture vs. Key Communications Group, Inc.  and
     ComTec  International,  Inc.  This  suit  was  filed  on
     September  30, 1996 in the District Court for  the  City
     and  County of Denver, Colorado.  Gayle Couture  alleges
     nonpayment of a promissory note in the principal  amount
     of  $8,300.95 plus interest.  An answer is due  November
     5,  1996.  The Company proposes to claim that an  offset
     is   due  the  Company  based  on  a  signed  employment
     agreement with Ms. Couture.
     
     Phillips  Energy  Corp. vs. ComTec  International,  Inc.
     This  suit  was  filed  on September  30,  1996  in  the
     District  Court  for  the City  and  County  of  Denver,
     Colorado.  Phillips Energy Corp. alleges nonpayment of a
     promissory note in the principal amount of $35,000  plus
     interest.  An answer is due November 5, 1996.
     
     Wayne  Johnson vs. Donald Mack.  This suit was filed  on
     September  30, 1996 in the District Court for  the  City
     and  County  of Denver, Colorado.  Wayne Johnson  claims
     for  unpaid wages for services performed.  An answer  is
     due November 5, 1996.
     
     Gayle  A. Couture vs. Donald Mack.  This suit was  filed
     on September 30, 1996 in the District Court for the City
     and  County  of Denver, Colorado.  Gayle Couture  claims
     for  unpaid wages for services performed.  An answer  is
     due November 5, 1996.
     
     ComTec  International, Inc. d/b/a ComTec  Holding  Corp.
     vs.  Tim Degarmo, DBI Design Builders, LLC and all other
     occupants.  This suit was filed on April 19, 1996 in the
     District  Court  for  Arapahoe  County,  Colorado.   The
     Company  initiated the action to evict DBI Builders  for
     nonpayment  of  rent.  DBI was the  contractor  for  the
     tenant  finish work performed on the Company's  Building
     and  it  counterclaimed for $27,000, allegedly owed  for
     tenant   finish   work.  The  Company   then   filed   a
     counterclaim  alleging that DBI's failure  to  obtain  a
     construction permit, shoddy workmanship, and  nonpayment
     of  DBI's  subcontractors.  The Company and Donald  Mack
     have  also  filed  a  claim  against  Tim  Degarmo   for
     defamation. This suit is schedule for trial  on  October
     20, 1997.
     
Other suits involving the Company are:
     
     Shamrock  Electric  Co. vs. Nattem U.S.A.  Incorporated;
     Keystone   Holding  Corp.;  ComTec  International;   Tim
     Degarmo   T.B.A.  DBI  Construction  a/k/a  DBI   Design
     Builders  a/k/a Carlton Builders Inc.; David  L.  Terry;
     Celia  M.  Terry;  Local  Service  Corporation;  Spelman
     Mortgage  and  Investment  Company;  Kansas  City   Life
     Insurance  Company;  Sunset Life  Insurance  Company  of
     America; Key Communications Group; Golesh Door  &  Trim,
     Inc.;  Roberta  F.  Gillis, Public Trustee  of  Arapahoe
     County, and any and all occupants.  This suit was  filed
     in  April  16,  1996 in the District Court for  Arapahoe
     County,  Colorado.   This  is a mechanic's  lien  action
     seeking  payment  for work performed  on  the  Company's
     Building  in the approximate amount of $13,000.   Kansas
     City Life Insurance Company and Golesh Door & Trim, Inc.
     have   each   counterclaimed  and  filed  for   judicial
     foreclosure on the Company's Building.  Not all  of  the
     parties  have responded in this action.  No  trial  date
     has  been  set.  The Company is attempting to  cure  the
     defaults to stop the foreclosure action.
     
     Sunset  Life Insurance Company of America vs.  CTI  Real
     Estate,  Inc.  This suit was filed in September 1996  in
     the   District  Court  for  Arapahoe  County,  Colorado.
     Sunset Life Insurance Company seeks the appointment of a
     receiver  to manage the Company's Building.   The  court
     has  directed  that this suit be consolidated  with  the
     action filed by Shamrock Electric Co.

     Except for the foregoing, no 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On  August  10,  1995 and pursuant to definitive  proxy
solicitation materials under Regulation 14A of the Securities
Exchange  Act  of 1934, as amended, the Company  conducted  a
Special  Meeting  of  Stockholders (the OMeetingO).   At  the
Meeting,  the  Company  sought stockholder  approval  of  the
following five matters:

1.An  increase  in  the  number of  shares  of  common  stock
   eligible  for issuance under the CompanyOs 1993  Incentive
   Stock Option Plan (the OPlanO) to 3,000,000 shares;

2.An  extension  of  the  termination date  of  the  Plan  to
   September 16, 1998;

3.An  increase in the number of authorized common  shares  to
   50,000,000 with a designated par value of $.001;

4.The  creation  of a class of 5,000,000 shares of  Preferred
   Stock, $.001 par value per share;

5.A  change  in  the  CompanyOs name to ComTec International,
   Inc..

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(conOt)

The  votes cast for, against and withheld on each such matter
were as follows:
<TABLE>
<CAPTION>
    Nominee or Matter          Votes For     Votes Against       Votes Withheld
    <S>                           <C>               <C>                  <C>
    Increase Number of 
     Plan Shares               10,785,318       7,300                 1,500
    Extend Termination
     date of Plan              10,784,818       7,800                 1,500
    Increase Authorized Shares 10,784,418       7,800                 1,500
    Authorize Preferred Stock  10,784,318       9,300                 1,500
    Change Name of Company     10,790,618       1,000                 2,500
</TABLE>

As  a  result of the ShareholderOs vote the resolutions  were
adopted.  There  have  been  no  other  stockholder  meetings
subsequent to, and as of the date of this filing.

PART II

ITEM   5.    MARKET  FOR  COMMON  STOCK  EQUITY  AND  RELATED
STOCKHOLDER MATTERS.

(a) Market Information.

     The principal market for the CompanyOs common stock, its
only  trading  class of equity securities, is  the  Over-The-
Counter  market. The CompanyOs common stock currently  trades
under the symbol YRLS.

     The following table indicates the quarterly high and low
bid  market price ranges of the CompanyOs common stock in the
Over-The-Counter market on the Electronic Bulletin Board  for
the  fiscal years ended June 30, 1995 and June 30,  1996,  as
reported by the NASDAQ section of the National Association of
Securities Dealers, Inc., registered broker-dealers who  have
regularly been making a market in the CompanyOs common  stock
and/or information derived from confirmations of sales and/or
purchases by individuals. The information supplied represents
quotations  between  dealers that  does  not  include  retail
markups,  markdowns or commissions, actual  transactions  and
any adjustments for stock dividends.

Rounded to nearest full penny for presentation purposes only.
<TABLE>
<CAPTION>
 
                                           BID             BID
                                          HIGH($)         LOW($)
<S>                                        <C>              <C>
Fiscal 1995:
 First Quarter: July 1, 1994 through
  September 30, 1994                      $1.25            $.05
 Second Quarter: October 1, 1994 through
  December 31, 1994                         .81             .38
 Third Quarter: January 1, 1995 through
  March 31, 1995                            .75             .38
 Fourth Quarter: April 1, 1995 through
  June 30, 1995                             .94             .38
 
Fiscal 1996:
 First Quarter: July 1, 1995 through
  September 30, 1995                       $.88            $.31
 Second Quarter: October 1, 1995 through
  December 31, 1995                         .44             .25
 Third Quarter: January 1, 1996 through 
  March 31, 1996                            .38             .13
 Fourth Quarter: April 1, 1996 through
  June 30, 1996                             .25             .06
</TABLE>

      The Company proposes to have its Common Stock listed on
NASDAQ as soon as practical. NASDAQ requires total assets  of
$4,000,000,  capital and surplus of $2,000,000, market  value
of  the Opublic floatO of $1,000,000, 2 market makers, and  a
minimum  bid price of $3.00 per share. The Company  currently
does not meet these requirements.

      On  March  29, 1996, the CompanyOs Board  of  Directors
approved  a  common stock reversal. As of the  date  of  this
filing,  the reversal amount has not been finalized, nor  has
the matter been presented for a vote to shareholders.

      On  October 25, 1996, the CompanyOs Board of  Directors
approved to increase the number of authorized shares  of  the
CompanyOs Common Stock from 50,000,000 to 100,000,000. As  of
the date of this filing, this matter has not been resolved by
the  Board  nor  presented for a vote  to  shareholders.  The
Company  anticipates  a  proxy  statement  will  be  sent  to
shareholders on this matter no later than the end of  quarter
ended December 31, 1996.

(b) Holders.

      As  of June 30, 1996, the approximate number of holders
of  record of shares of the CompanyOs common stock, $.001 par
value   per  share,  the  CompanyOs  only  class  of  trading
securities, was believed by management to be as follows:

<TABLE>
<CAPTION>
        Title of Class                       Number of Record Holders
           <S>                                          <C>
   Common Stock, $.001 par                              520
</TABLE>

(c) Dividends.

      The  Company  has paid no dividends during  the  fiscal
years  ended June 30, 1995 and June 30, 1996. Other than  the
requirements of the New Mexico Business Corporation Act  that
dividends  be paid out of capital surplus only and  that  the
declaration and payment of a dividend not render the  Company
insolvent, there are no restrictions on the CompanyOs present
or future ability to pay dividends.

      The payment by the Company of dividends, if any, in the
future  rests within the discretion of its Board of Directors
and  will  depend,  among other things,  upon  the  CompanyOs
earnings,   its   capital  requirements  and  its   financial
condition,  as well as other relevant factors.  There  is  no
plan to pay dividends in the immediate future.






ITEM  6.    MANAGEMENTOS DISCUSSION AND ANALYSIS OR  PLAN  OF
OPERATION

(a) Plan of Operation:

     On  May, 10, 1995, The CompanyOs strategic business plan
changed   from   gaming   and  transportation   to   wireless
telecommunications. Initially, the CompanyOs emphasis will be
certain Specialized Mobile Radio (SMR) acquisitions currently
under  contract  or in negotiations; and the secondary  focus
will  be  on  other communications services  and  activities.
These  other  services  and  activities  are  anticipated  to
include  GPS  products for the transportation industry;  long
distance services (Switching, Prepaid Calling Cards,  POS/ATM
Transactions); and Satellite uplinking services. To date, the
CompanyOs  activities have been limited  to  raising  initial
capital,  hiring  its  initial  employees,  negotiating   and
acquiring  its  initial SMR systems and channels,  developing
its   strategic   business   plan  and   commencing   further
acquisitions  of operating Specialized Mobile  Radio  (OSMRO)
systems.

      The  Company has agreements to enter targeted  markets,
acquire  SMR  channels, acquire or form joint  ventures  with
existing operators, develop, construct and market SMR systems
and  selectively convert any analog SMR systems  to  Enhanced
Specialized Mobile Radio (ESMR or Digital) to provide digital
mobile   services.  The  Company  recently  purchased  option
agreements  covering 1,380 (YX) SMR channels  in  20  states.
Management Agreements and Option Contracts give a company the
right  to  control, build-out and expand SMR  service  for  a
specific radio frequency in a given territory.

      The Company has recently targeted several companies  to
acquire control of Management Agreements and Option Contracts
for   over  4,700  SMR  channels  licensed  by  the   Federal
Communications  Commission,  in  over  forty  states.   These
targeted  channels  are  in addition to  the  1,380  channels
current  under  contract by the Company. If  consummated  and
fully  constructed, these proposed transactions  could  cover
areas   with  a  total  combined  population  in  excess   of
100,000,000.

      The  CompanyOs  goal is to aggregate  channels  in  its
proposed  operating  territories and  increase  revenues  and
number of subscribers in the first twelve to eighteen months.
Through   acquisition  and  management  of  radio   licenses,
construction  of  newly  licensed  SMR  stations,   and   the
acquisition  of  existing  SMR  systems  the  Company   could
increase the customer base and the corresponding revenues  in
the proposed operating territories. As a particular market is
entered,  the  goals  are  to  aggregate  sufficient  channel
capacity,  increase the number of subscribers,  and  increase
recurring  revenues per subscriber by the sale of  additional
features.  By combining its stations with existing systems in
particular markets, the Company will be able to increase  the
capacity  or efficiencies on the traditional SMR  systems  to
permit growth by adding additional subscribers.

      As  the  CompanyOs  traditional  SMR  systems  approach
capacity,  continued  subscriber growth and  related  revenue
increases may be slowed to insure system quality and customer
satisfaction while progress is made on the implementation  of
new  technology  such  as  Digital Enhancements  or  Enhanced
Specialized Mobile Radio (ESMR).

      In  the  past, the Company has executed some  of  these
activities through wholly-owned subsidiaries, which  will  be
dissolved and consolidated into one operating company by  the
end of fiscal year ended June 30, 1997.

Closed Acquisitions:

      Omni  Range  Communications LLC (OOmniO),  during  July
1995,  the  Company acquired contracts to manage certain  SMR
channels and options to acquire additional SMR channels  from
unaffiliated  third  parties (aggregating  185  channels)  in
consideration for a purchase price of $75,000.  The  purchase
price was payable with $25,000 down and the balance by a  90-
day $50,000 promissory note secured by a second deed of trust
on the CompanyOs real estate in Aurora, Colorado. The Company
is  in  default under the note given to Omni. Under the terms
of  the Agreement, Omni is entitled to foreclose its lien  on
property on which the Registrant maintains principal business
office.  As  of  the date of this report, Omni  has  verbally
agreed to extend the CompanyOs obligation.

      DCL Associates, Inc. (ODCLO) is a private company which
assisted  the Company in obtaining option agreements covering
2,435  (YX)  SMR  channels  in 20  states.  Pursuant  to  the
acquisition   agreement,  this  transaction  is   valued   at
approximately $1,988,357. The Company satisfied  its  closing
obligations  as  of  August 6, 1996, defined  as  the  option
closing  date  in  the  option agreements,  with  payment  of
$149,127 in cash and subsequent issuance of a combination  of
the  CompanyOs common stock and preferred stock.  As  of  the
date  of  this filing, 1,055 licenses will expire on  October
31,  1996.  National build-out plans have started as  of  the
date  of this filing with the selection of initial SMR  sites
for  construction,  the  identification  of  radio  equipment
required and the negotiation of leasing tower sites  for  the
CompanyOs system. The Company is required by the FCC to  have
at  least 139 SMR channels operational by the end of calendar
1996  in order to maintain the 1,380 channels currently under
an   FCC  Extended  Implementation  Waiver  (increasing   the
operational deadline for these channels to December 1998.)

Pending Acquisitions:

     GPS  Communications, Inc. (OGPSIO) is a private  company
under agreement with the Company to sell all its patents  and
intellectual  rights on three commercial products  which  use
the federally owned tracking system called Global Positioning
Satellite  (GPS).  This transaction is  valued  at  $350,000.
Payment  for  these assets will be made in the  form  of  the
CompanyOs common stock valued at $100,000 plus royalties paid
on any GPS products sold up to a maximum payment of $250,000.
This  transaction is expected to close prior to  the  end  of
calendar year ended 1996 and is subject to certain conditions
being met by GPSI.

     Network Teleports, Inc. (ONTIO) is a private corporation
and  a  proposed  majority owned subsidiary  of  the  Company
pursuant  to  a  contract to purchase 61% of the  issued  and
outstanding  shares  of  NTI. NTI is  currently  broadcasting
television  and cable programming along with other  data  and
transmission  services  via satellite  uplink  from  its  hub
located   in   New  Orleans,  Louisiana.  Pursuant   to   the
acquisition agreement this transaction is valued at $915,000.
The  purchase payments are being held in escrow pending final
due  diligence review and expects this transaction will close
in the first quarter of calendar year 1997.

      Telecosm  & Associates L.C. (OTelecosmO) is  a  private
Liability Company under contract with the Company to sell all
controlling  interest in 2,199 SMR Management Agreements  and
Option  Contracts  governed by the a  special  FCC  build-out
extension  called  the  Chang/Goodman  Waiver  (OCGWO).   The
continuation of the CGW is subject to final approval  by  the
FCC  in  the near future. As of the date of this filing,  the
contract has expired. In the event these channels are granted
an  Extended  Implementation Waiver by the FCC,  the  Company
intends  to  proceed with the purchase of the management  and
option  agreements  from Telecosm. As of  the  date  of  this
report,  Telecosm has verbally agreed to extend the CompanyOs
obligation.

      Commercial  Communications Inc. (OCCIO)  is  a  private
corporation  whose primary business is providing SMR  two-way
dispatch  services. CCI is currently protected under  Chapter
11  laws  of the United States Bankruptcy Courts. The Company
has  an  acquisition  agreement to  acquire  the  assets  and
business of CCI in a transaction valued at $500,000.  Payment
for this system will be made in the form of a promissory note
and a combination of the CompanyOs common stock and preferred
stock.  The revenues are yet to be audited and it is expected
that  as a result of the bankruptcy proceedings, CCI may have
suffered a percentage of lost revenues.  However, the initial
value  in  this acquisition will be additional  SMR  channels
(radio  spectrum) and an experienced technical staff.  As  of
the  date of this filing, the acquisition of this company has
been  approved  by  the  United States Bankruptcy  Court,  is
undergoing final due diligence review by the Company  and  is
expected to close before the end of the calendar year.
     
  (b)  ManagementOs  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

       The   CompanyOs  strategic  business  plan  is  highly
dependent upon acquiring operating SMR companies, adding  the
CompanyOs   unconstructed  radio  channels  under  management
agreements and options, and then consolidating all  redundant
operations.       The       Company       believes       this
acquire/augment/consolidate  strategy   will   increase   the
overall  operating territories increasing revenues  from  SMR
services  and  at the same time lowering the overall  general
and administrative costs on the group as a whole.

      During  fiscal  year ended June 30, 1996,  the  Company
increased its activities in targeting SMR operating companies
for  acquisition.  During  1996 the  Company  signed  various
Letter of Intent to acquire SMR companies. Certain Letters of
Intent  require  cash deposits before any due  diligence  can
proceed. These Letters of Intent contain conditions  for  the
deposit  amount to be refunded to the Company.  During  1996,
the   Company  has  escrowed  cash  consideration   for   two
acquisitions:   Mobile   One   Communications   and   Network
Teleports.  Due  to  a failure to proceed  with  the  closing
requirements by the Company, a $50,000 cash deposit  for  the
Mobile One was forfeited.

      This  strategy is highly dependent upon having adequate
funds  to,  1).  acquire companies and  radio  spectrum,  2).
construct new SMR sites, and 3). create an efficient  support
operation for the consolidated entities. To date, the Company
has  used  cash  and  its own Common and Preferred  Stock  to
acquire  SMR licenses, start the process to acquire operating
companies and supplement the expansion of its management  and
support  operations.  As  of the date  of  this  filing,  the
Company  estimates its cash needs by the end of December  31,
1996  to  execute the first part of its business plan  to  be
$2,112,000.  This  amount is composed of $1,112,000  for  the
construction  of  139  SMR  channels,  $600,000  as   initial
payments  to close on three targeted operating SMR companies,
$150,000  for  working capital and $250,000 to cure  defaults
associated with its commercial properties.

      From  January 1, 1997 to the end of fiscal  year  ended
June  30,  1997,  the Company estimates  its  cash  needs  to
execute  the  second  part  of  its  business  plan   to   be
$8,200,000.  This  amount is composed of $5,600,000  for  the
construction  of 700 additional SMR channels,  $2,000,000  as
initial   payments  to  close  on  ten  additional   targeted
operating  SMR  companies and $600,000 for  working  capital.
These  amounts  do  not include net cash generated  from  the
acquired   operating  companies  or  revenue   for   services
generated  on  the constructed channels placed  in  operation
during this period. Accordingly, the net cash required  could
be  lower  to  execute  the first  and  second  part  of  the
CompanyOs  business  plan.  Funds  to  market  the  CompanyOs
services  will be paid for partially through  the  use  of  a
prepaid  media contract in the amount of $1,300,000 and  from
gross profits from acquired operating companies.

      The Company has limited capitalization and is dependent
on  the  proceeds of private and public offerings to continue
as  a  going  concern,  implementing its  business  plan  and
completing  targeted acquisitions. As of June 30,  1996,  the
audited   results   of  the  Company  indicated   assets   of
$2,377,075, negative working capital of $1,300,149  and  debt
in  default  of $856,182. All during fiscal 1996 and  to  the
date  of  this  filing, the Company has had and continues  to
have  a substantial need for working capital to cure defaults
on   debt  obligations  and  for  normal  operating  expenses
associated  with the Company continuing as a  going  concern.
This  lack  of  cash has slowed its ability  to  acquire  SMR
companies  and start the construction phase of  its  business
plan.  Any  activities  in  the  wireless  industry  requires
adequate financing and on-going funding sources. The  Company
has  entered this industry with limited financing and funding
sources.

     The Company is currently in discussions with one or more
companies for private and/or public debt and equity financing
package(s). In September 1996, the Company started to raise a
minimum of $1 million ($5 million maximum offering) through a
private placement. In connection with this offering, American
Investment  Services has agreed to assist the Company,  on  a
best  efforts basis, in placing this Series B Preferred Stock
offering with private investors.

      On  October 23, 1996, the Company has obtained  a  firm
commitment to underwrite a $25 million debt and a $15 million
common  stock  secondary offering. Although the Company  will
endeavor  to  finance  its  working  capital  needs   through
additional  debt or equity financing, there is  no  assurance
that  any  financing  will utimately be sold  in  the  public
markets.  In  addition, any debt financing  may  require  the
Company  to  mortgage,  pledge  or  hypothecate  its  assets.
Furthermore, as of June 30, 1996, the Company was in  default
covering certain notes payable and short term notes and there
is  no  guarantee  that  even if the future  debt  or  equity
financing is secured future defaults can or will be cured.

      As  of  the  date  of  this  filing,  the  Company  has
authorized Series B Preferred Stock, stated value  $5.00,  in
connection  with  the private placement  and  authorized  and
issued  39,767  shares  of Series C Preferred  Stock  with  a
stated  value  of $10.00 in connection with the  DCL  options
acquired per the closing agreement dated August 6, 1996.

      During  fiscal  year ended June 30, 1996,  the  Company
continued  as  a development stage enterprise. The  CompanyOs
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
CompanyOs plan to achieve profitable operations is subject to
the  validity of its assumptions and risk factors within  the
industry and pertaining to the Company.

Results of Operations:

Fiscal Year Ended June 30, 1996.

     As of June 30, 1996 the Company incurred direct expenses
of  $2,465,920 associated with the execution of its  business
plans in the communications industry. From the period of July
1,  1995  to June 30, 1996, the CompanyOs management incurred
general  and  administrative expenses of $2,272,796,  a  116%
increase  from  similar expenses incurred  during  1995.  The
major   expenses  incurred  were  officers  compensation   of
$1,843,987,  support  staff  salary  of  $34,064,  and  costs
associated  with  the  foreclosure  and  receivership  action
further described below.

      During  January  1996, the Company  was  subject  to  a
foreclosure  and  receivership action by a creditor  involved
with  the  purchase  of  the CompanyOs  property  in  Aurora,
Colorado,  former consultants and then current officers  (SEE
ITEM  3.  LEGAL  PROCEEDINGS.) The  receivership  action  was
dismissed  by the Court after five days and resulted  in  all
accounting   and   confidential  records  confiscated   being
returned to the Company in varying levels of disorganization.
In  addition,  through  this action,  the  Company  lost  key
officers  who were in the process of developing and executing
its  strategic  business plan and overseeing various  support
and  accounting  functions. This failed action  required  the
Company  to,  1).  hire additional staff  to  reorganize  the
accounting  and  business records, 2).  reassemble  a  senior
management  team to continue the execution of  the  CompanyOs
business plan and 3). renegotiate terms with companies to  be
acquired  or in the process of being acquired by the Company.
As  of June 30, 1996 the Company was still in the process  of
re-entering and auditing information during this  period  and
completing various SEC 1995 and 1996 reports required and out
of  compliance  until August 1996. Management  believes  this
action resulted in many one time costs being reflected in the
fiscal  year  ended June 30, 1996 associated with  legal  and
accounting  fees  ($159,292),  contract  accounting  services
($42,740), executive placement fees ($18,000), consulting and
management fees ($11,032), new computer systems ($8,758)  and
other  direct  costs  such as printing and  office  supplies.
Additional costs indirectly associated with this action  was,
1). the loss of escrowed cash for one acquisition (see below,
OMobile  One CommunicationsO), 2). delays in meeting  closing
obligations  on  many targeted operating SMR  companies,  3).
delays in starting the required construction of the CompanyOs
radio  licenses under management contract with third  parties
and 4). time associated with the recruiting and debriefing of
new  senior executives. The Company has filed counter  claims
against  this group for damages associated with  this  action
(see Item 3. LEGAL PROCEEDINGS.)

      As of June 30, 1996, $35,000 consisting of a short-term
note  due Phillips Energy Corp. and $121,000 (of which as  of
the  date  of this filing is approximately $104,000 including
legal  costs and accrued interest to date) due Local  Service
Corp.,  are  in  dispute  via  counter-claims  against  Local
Service  Corp.  and  Phillips  Energy  (see  Item  3.   LEGAL
PROCEEDINGS.)

      On  July  31, 1995, the Company entered into a  written
agreement  with  Mobile One Communications, Inc.  ("MOC"),  a
Colorado  corporation  wherein MOC granted  the  Company  the
exclusive  right  and  option to  acquire  SMR  licenses  and
equipment  and  manage said licenses during  the  four  month
option period ended November 30, 1995. The purchase price for
the  licenses and equipment was $625,000 inclusive of 300,000
shares  of the Registrant's common stock valued at  $.75  per
share  or an aggregate of $225,000. The Company paid  $50,000
to  MOC  for this option which expired on November 15,  1995.
The  Company defaulted in its obligations under the agreement
with MOC and the escrow cash has been released to Mobile  One
Communications, Inc. A $50,000 charge to operations has  been
recorded  as of June 30, 1996 in connection with this  failed
acquisition.  The stock issued for the transaction  has  been
canceled.

Fiscal Year Ended June 30, 1995:

      Prior to May 10, 1995, the CompanyOs only activity  was
attempting  to  execute the business plans in  the  areas  of
gaming and transportation. These business plans failed during
this period.

      From the period of March 15, 1994 to June 30, 1995, Key
Communications, Key Car Finance (purchased by the Company  on
May 10, 1995 in a stock for stock exchange and recorded as  a
reverse  acquisition) and current management incurred general
and administrative expenses of $1,051,064. The majority items
are: officers compensation ($456,488) and consulting fees for
due   diligence   and   brokering  targeted   SMR   companies
($604,883).  Prior  to  May  10, 1995,  the  CompanyOs  prior
management  (then  called Nattem USA, Inc.) incurred  general
and  administrative expenses of $152,261, a 75% decrease from
similar expenses incurred during 1994.  The majority of these
costs  were  related  to  legal  expenses  ($26,866),  salary
($90,000)  and  travel  expenses  ($24,829)  for  the   prior
President of the Company.

      On May 10, 1995, the Company acquired all the assets of
Keystone  Holding Corporation (OKHCO), had a complete  change
of    management   control   and   started    developing    a
telecommunication  company  specializing  in  the  areas   of
Specialized   Mobile  Radio,  satellite   teleport   uplinks,
traditional  long  distance voice  and  data  communications.
Accordingly,  comparing results of operations  from  1994  to
1995  are  not  indicative  of like operations  during  these
periods.

      As  of  June 30, 1995 the Company had certain notes  in
default.  Subsequent to June 30, 1995 and during fiscal  year
ended  June  30,  1996,  $130,973 of  notes  payable--related
parties--  which are reported as in default as  of  June  30,
1995  have  been paid through the issuance of  the  CompanyOs
common  stock  and  $39,500 which,  in  the  opinion  of  the
CompanyOs senior management should be offset against a former
officerOs   breach   of   a  non-disclosure/non-circumvention
agreement  which  called for a $75,000  payment  for  such  a
breach.

     As of June 30, 1995, the Company was a development stage
entity with virtually no revenues.

ITEM 7.  FINANCIAL STATEMENTS

      Financial statements meeting the requirements  of  Item
310 of regulation S-B, for the years ending June 30, 1995 and
June 30, 1996 have been audited by Causey Demgen & Moore Inc.
and  Ehrhardt Keefe, Steiner and Hottman, P.C., respectively,
and are annexed as a separate section to this Report.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON
      ACCOUNTING AND FINANCIAL DISCLOSURE

      On  October  3,  1994, the Company  engaged  Hollander,
Gilbert   &   Co.,   Los  Angeles,  California   (OHollander,
GilbertO), as the CompanyOs independent accountants. Prior to
the  engagement  of Hollander, Gilbert, the Company  did  not
consult with Hollander, Gilbert regarding the application  of
accounting  principles  to  a specified  transaction,  either
completed  or  proposed, or the type of  audit  opinion  that
might be rendered on the CompanyOs financial statements.

      During  the period from December 21, 1993 to  September
22, 1994, there were no disagreements with Vink Pier & Teague
on   any   matter  of  accounting  principles  or  practices,
financial   statement  disclosure,  or  auditing   scope   or
procedure,  which  disagreements,  if  not  resolved  to  the
satisfaction  of Vink Pier & Teague, would have  caused  Vink
Pier & Teague to make reference to the subject matter of  the
disagreements in connection with any report that  they  would
have issued on the CompanyOs financial statements.

      Effective July 20,1995, the Board of Directors  of  the
Company  dismissed Hollander, Gilbert & Co..  The  report  of
Hollander,  Gilbert  &  Co. for the year-end  June  30,  1994
contained  a  modification  as to the  CompanyOs  ability  to
continue as a going concern. During the year end of June  30,
1994,  and  the  subsequent  interim  period,  there  was  no
disagreement with Hollander, Gilbert & Co. on any  manner  of
accounting   principle  or  practice,   financial   statement
disclosure   or   auditing   scope   or   procedure,    which
disagreement,  if not resolved to the satisfaction  of  those
accountants,  would have caused it to make reference  to  the
subject  matter  in connection with its report.  The  Company
dismissed   Hollander,  Gilbert  &  Co.  as   the   CompanyOs
independent  accountants due to the CompanyOs relocation  and
change in senior management.

     Effective July 20, 1995, the Company retained Michael B.
Johnson,  Englewood,  Colorado as its independent  accountant
(OJohnsonO).  During  the CompanyOs two  most  recent  fiscal
years,  and the interim period since completion of  its  last
fiscal  year,  the  Company had not  consulted  Johnson  with
respect  to  the  application of accounting principles  to  a
specified  transaction, the type of audit opinion that  might
be  rendered  on  the CompanyOs financial statements  or  any
matter  that was the subject of a disagreement or  reportable
event.

      On December 15, 1995, the Company dismissed Michael  B.
Johnson,  as its independent Certified Public Accountant  and
retained  Causey Demgen & Moore Inc., of Denver, Colorado  as
its  independent Certified Public Accountants.   The  Company
duly  reported  this change in accountants to the  Securities
and  Exchange Commission in its Form 8-K current report dated
December 15, 1995. During the year end of June 30, 1995,  and
the subsequent interim period, there was no disagreement with
Michael  B. Johnson on any manner of accounting principle  or
practice, financial statement disclosure or auditing scope or
procedure,  which  disagreement,  if  not  resolved  to   the
satisfaction  of those accountants, would have caused  it  to
make  reference to the subject matter in connection with  its
report.  The  Company dismissed Michael  B.  Johnson  as  the
CompanyOs independent accountants due to delays in commencing
their audit work. During the CompanyOs two most recent fiscal
years,  and the interim period since completion of  its  last
fiscal  year, the Company had not consulted Causey  Demgen  &
Moore  Inc.  with  respect to the application  of  accounting
principles  to  a specified transaction, the  type  of  audit
opinion  that  might  be rendered on the CompanyOs  financial
statements  or  any  matter  that  was  the  subject   of   a
disagreement or reportable event.

     On August 14, 1996, Causey Demgen & Moore Inc., declined
to   stand   for  reelection  as  the  CompanyOs  independent
Certified  Public Accountants for the fiscal year ended  June
30,   1996.   The  Company  duly  reported  this  change   in
accountants to the Securities and Exchange Commission in  its
Form  8-K  current report dated August 22, 1996.  During  the
year  end  of  June  30,  1995, and  the  subsequent  interim
periods, there was no disagreement with Causey Demgen & Moore
Inc.  on  any  manner  of accounting principle  or  practice,
financial   statement  disclosure  or   auditing   scope   or
procedure,  which  disagreement,  if  not  resolved  to   the
satisfaction  of those accountants, would have caused  it  to
make  reference to the subject matter in connection with  its
report.

      On  August  29,  1996, the Company  retained  Ehrhardt,
Keefe,  Steiner and Hottman, PC, of Denver, Colorado, as  its
independent   Certified   Public  Accountants.   During   the
CompanyOs  two  most  recent fiscal years,  and  the  interim
periods since completion of its last fiscal year, the Company
had  not  consulted Ehrhardt, Keefe, Steiner and Hottman,  PC
with respect to the application of accounting principles to a
specified  transaction, the type of audit opinion that  might
be  rendered  on  the CompanyOs financial statements  or  any
matter  that was the subject of a disagreement or  reportable
event.  The  Company duly reported this change in accountants
to  the  Securities and Exchange Commission in its  Form  8-K
current report dated September 12, 1996.

PART III

ITEM 9.   DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS   AND
          CONTROL  PERSONS; COMPLIANCE WITH SECTION 16(a)  OF
          THE EXCHANGE ACT

(a) Identify Directors and Executive Officers.

      The  following table sets forth: (1) names and ages  of
all  persons who presently are and who have been selected  as
directors  of  the  Company as of  June  30,  1996;  (2)  all
positions  and  offices with the Company held  by  each  such
person;  (3)  the term or office of each person  named  as  a
director; and 4) any period during which he or she has served
as such:
<TABLE>
<CAPTION>
  Director Name/Title              From                 To
          <S>                      <C>                  <C>
  Clifford S. Perlman, 70       One year           Next Annual
  Chairman of Board of
   Directors                   June 1996               Meeting

  Donald G. Mack, 39            One year,          Next Annual
  President, CEO and
  Director                      May 1996               Meeting
  
  Mitchell Chi, 45              One year,          Next Annual
  COO and Director             June 1996               Meeting
  
  Thomas Moscariello, 36        One year,          Next Annual
  Vice President and
   Director                     May 1996               Meeting
  
  Robert Clauson, 31            One year           Next Annual
  Secretary and Director      March 1996               Meeting
  </TABLE>

      There  is  no understanding or arrangement between  any
directors  or any other person or persons pursuant  to  which
such  individual was or is to be selected as  a  director  or
nominee of the Company.

      Each  director is serving a term of office which  shall
continue  until  the next annual meeting of Shareholders  and
until  his  successor  has been duly elected  and  qualified.
Officers of the Company serve at the pleasure of the Board of
Directors.

Business Experience

      The  following  is a brief account of  the  experience,
during  the  past five years, of each director and  executive
officers of the Company:

  CLIFFORD S. PERLMAN - Chairman of the Board - 1994
  Mr.  Perlman has served since June 1994 as Chairman of  the
  Board  of  Directors, Chief Executive Officer and President
  of the Company. From 1990 to present, Mr. Perlman continues
  to  serve  as  an independent business consultant  to  both
  private  and public companies. In 1991, Mr. Perlman  served
  as  Chief  Executive Officer and Director of the MGM  Grand
  Hotels, Inc., also a NYSE company.  From 1958 to 1982,  Mr.
  Perlman was founder and Director of LUM Restaurants, a NYSE
  company.  Through LUMS, Mr. Perlman founded and  served  as
  Chairman of CaesarOs World, Inc., a New York Stock Exchange
  (NYSE)  company  and the parent company of CaesarOs  Palace
  Casino and Resort in Las Vegas, Nevada.
  
  DONALD  G.  MACK - Chief Executive Officer,  President  and
  Director - 1995
  From  1989 Mr. Mack has been with the predecessor to ComTec
  International,  Keystone Holding Corp.,  a  private  Denver
  company engaged in telecommunication activities focusing on
  wireless and data services, as President, CEO, and founder.
  From  1990  to 1993. Mr. Mack was the CEO of  Learning  and
  Leisure  Technologies  Inc., a Denver  company  engaged  in
  developing  child care centers. Mr. Mack may be  considered
  the   OpromoterO  of  the  Company  pursuant  to  the   SEC
  definition as such.
  
  MITCHELL  B. CHI - Chief Operating Officer and  Director  -
  1996
  From 1993 to 1996, Mr. Chi was Executive Vice President  of
  Arrowhead Industries, Corp., Denver, Colorado. From 1985 to
  1993,  Mr.  Chi  was  the  CEO, President  and  founder  of
  MicroSage, Inc., Santa Fe, New Mexico, a MicroAge  Computer
  Center  franchise.  Prior  to 1984,  Mr.  Chi  was  a  Vice
  President in the JAron Commodity Division of Goldman  Sachs
  and Co., New York, New York and was a Senior Accountant  at
  Price Waterhouse and Co., New York, New York. Mr. Chi has a
  Masters degree in Finance from Columbia University, a BA in
  Accounting  from  Fairleigh  Dickenson  University  and   a
  Certified Public Accountant in the states of New Jersey and
  New York (now inactive).
  
  KELSEY  KENNEDY  - Chief Financial Officer -  Part-Time,  -
  1996
  From  1996  to  the present, Mr. Kennedy  is  the  Managing
  Director of Novum Consulting Group LLC.. From 1988 to  1996
  Mr.  Kennedy practiced as Kelsey T. Kennedy, CPA of Denver,
  Colorado, an independent Certified Public Accountant.  From
  1983  to  1988,  Mr.  Kennedy  was  a  Vice-President   for
  Computerland  Operated Stores, Inc. (a  subsidiary  of  the
  Computerland  Corporation)  and  President  of  a  regional
  Computerland franchise corporation. Prior to 1982,  he  was
  Director  of  a  financial consulting practice  for  Arthur
  Young  &  Company  (now Ernst & Young). Mr.  Kennedy  is  a
  Certified Public Accountant in the State of Colorado.
  
  THOMAS  J.  MOSCARIELLO  -  Vice  President  of  Sales  and
  Marketing and Director - 1995
  Since  May 1995, Mr. Moscariello has served as an executive
  officer and director of Key Communication Group and  became
  an  officer  and  director of ComTec International  in  May
  1996.   Simultaneously  therewith  and  since   1995,   Mr.
  Moscariello  has been employed as an account  executive  by
  InterTel DataCom, Inc..  From 1990 to 1995, Mr. Moscariello
  was   employed   as   an   account  executive   by   WilTel
  Communication  Systems,  Inc.. Mr. Moscariello  received  a
  Bachelor  of Science degree in Engineering Technology  from
  the University of Hartford (Hartford, CT) in 1982.
  
  ROBERT CLAUSON - Secretary and Director  - 1995
  From  1992  to  the present, Mr. Clauson has  been  a  Vice
  President  for  Childcare Centers of North  America,  Inc..
  From  1989  to 1991, Mr. Clauson was employed by KinderCare
  Learning  Centers, Inc. as a Director. In 1990, he  founded
  Kids  at  Work,  a  consulting  firm  specializing  in  the
  evaluation and establishment of on-site child care centers.
  Mr. Clauson holds a Bachelor of Early Childhood degree from
  Utah   Valley   College   and  a   Bachelor   of   Business
  Administration degree from Brigham Young University.
  
(b)  Identification  of  Certain  Significant  Employees  and
Consultants

      The  Company does not employ any persons or consultants
who  are  not  executive  officers  who  make  a  significant
contribution to the business of the Company.

 (c) Family Relationships

      No  family relationship exists between any director  or
executive officers of the Company.

(d) Involvement in Certain Legal Proceedings

      No  event  listed in Subparagraphs (1) through  (4)  of
Subparagraph (d) of Item 401 of Regulation S-B, has  occurred
with respect to any present executive officer or director  of
the  Company during the past five years which is material  to
an evaluation of the ability or integrity of such director or
officer.

(e) Compliance With Section 16(a) of the Exchange Act

      To the date of this filing and to the best knowledge of
the  Company, no Form 3, Form 4 and/or Form 5 has been  filed
with  the Securities and Exchange Commission (SEC) by any  of
its officers or directors. As of the date of this report, the
SEC  has not taken any additional action with regard to  this
failure to file reports.

ITEM 10.  EXECUTIVE COMPENSATION.

(a) General

      (1) through (7)  All Compensation Covered.  During  the
fiscal  year  ended June 30, 1996, the Company  employed  the
following  senior  management team  who  serves  pursuant  to
employment agreement further described in Section (g) below.

(b) Summary Compensation Table.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                        ANNUAL COMPENSATION             LONG TERM COMPENSATION
Name and Position   Year   Salary   Bonus  Other     SAR   Options   LTIP  Other
<S>                 <C>     <C>      <C>    <C>      <C>      <C>     <C>   <C>
Clifford S. Perlman
 (g1)               1995  $60,000   None   None     None     None  $312,383 None
Chairman of the         
 Board of Directors 1996  $60,000   None   None     None     None  $281,949 None

Donald G. Mack (g2) 1995 $120,000   None   None     None     None    None   None
President and
 Chief Executive
 Officer            1996 $224,600   None  $30,000   None     None    None   None

Mitchell B. Chi 
 (g3)               1996  $84,000 $27,000  None     None     None    None   None
Chief Operating 
 Officer

Thomas Moscariello
 (g4)               1996  $45,000   None   None     None     None    None   None
VP Sales and Marketing

Robert Clauson (g5) 1995  $60,000   None   None     None     None    None   None
Corporate Secretary 1996  $60,000   None   None     None     None    None   None
</TABLE>
  
(c)              Option/SAR Grant Table.  During  the  fiscal
  year  ended  June 30, 1996, no grants of stock  options  or
  freestanding SAROs were made by the Company.

  On  August  10,  1995,  the  Shareholders  of  the  Company
  approved  the  increase  in the  number  of  common  shares
  reserved  for the Incentive Stock Option Plan from  500,000
  to  3,000,000 common shares and also approved the extension
  of  the termination date of the Incentive Stock Option Plan
  from  September  16,  1996  to  September  16,  1998.   The
  Incentive  Stock Option Plan (the OPlanO),  was  originally
  approved  by  the  Board of Directors and  Shareholders  on
  December 21, 1993.  The Plan provides for the grant to  the
  CompanyOs  employees, officers and/or  directors  of  stock
  options  that  qualify  as incentive  stock  options  under
  Section  422A  of  the Internal Revenue Code  of  1986,  as
  amended.  The Plan provides for the grant of stock  options
  to  purchase  up  to  an aggregate of 3,000,000  shares  of
  common  stock.  Options may be granted for terms of  up  to
  three  years.  Options are to be granted at exercise prices
  at  least  equal to the fair market value of the  CompanyOs
  common  stock at the date of grant (110% of the fair market
  value  in  the case of options granted to greater than  10%
  shareholders).   Options are subject  to  early  forfeiture
  upon  termination of employment or other relationship  with
  the  Company.   There  were no options granted  during  the
  fiscal  year ended June 30, 1996. No options are  presently
  issued or outstanding.

(d)              Aggregate  Option/SAR Exercises  and  Fiscal
  Year-End  Option/SAR  Value Table.   No  stock  options  or
  freestanding SAROs are issued or outstanding.  Accordingly,
  and  during the fiscal year ended June 30, 1996,  no  stock
  options    or    freestanding   SAROs    were    exercised.
  Notwithstanding  the foregoing, an aggregate  of  3,000,000
  shares  of the CompanyOs common stock, $.001 par value  per
  share  are  reserved for issuance pursuant to the CompanyOs
  incentive  stock option plan, as adopted by  the  CompanyOs
  Board of Directors in June, 1995, and ratified and approved
  by the CompanyOs stockholders on August 10, 1995.

(e)              Long-Term  Incentive  Plan  (OLTIPO)  Awards
  Table.  During the fiscal year ended June 30, 1995, 624,766
  shares   of  common  stock  were  issued  to  Mr.   Perlman
  representing five percent (5%) of the CompanyOs issued  and
  outstanding shares as of June 20, 1995. During  the  fiscal
  year  ended June 30, 1996, 1,666,666 shares of common stock
  were  issued to Mr. Perlman representing five percent  (5%)
  of  the CompanyOs issued and outstanding shares as of  June
  20, 1996.

(f)              Compensation  of Directors.   (1)  and  (2).
  During the fiscal year ended June 30, 1996, no director  of
  the  Company  received any compensation in his capacity  as
  director, other than reimbursement of travel expenses.

(g)               Employment  Contracts  and  Termination  of
  Employment, and Change-in Control Arrangements.

  (1)            Effective May 10, 1995, the Company  entered
     into a two year Employment Contract with Mr. Perlman  to
     manage and direct the affairs of the Company and act  in
     the  capacity of Chairman of the Board at an annual base
     salary  of  $60,000. In addition, the Company agreed  to
     compensate Mr. Perlman by: (1) paying him 50%  cash  and
     50%  stock on the balance of his $80,000 accrued  salary
     from  a  prior agreement once the Company has closed  on
     adequate financing; and (2) Mr. Perlman shall receive  a
     stock bonus paid annually equal to 5% of the issued  and
     outstanding  shares on June 20 of each  year  throughout
     the term of his agreement.

   (2)   Mr.  Mack  entered  into  a  three  year  Employment
     Agreement  ending  August  31,  1997  with  the  Company
     (through predecessor company, Key Communications  Group,
     Inc.  (KCG))  as  an  executive  officer  and  director.
     Pursuant to the Company having sufficient funds  to  pay
     individual  salaries,  Mr. Mack  has  agreed  to  accrue
     monthly  compensation  of  $10,000.   In  addition,  The
     Company agreed to compensate Mr. Mack at the end of each
     fiscal  year an amount equal to one percent (1%) of  the
     gross revenues of KCG; plus a minimum five percent  (5%)
     increase based on the profitability of the Company.   To
     date,  Mr.  Mack has not earned any performance  bonuses
     based  on  gross revenues and profitability of KGC.  Mr.
     Mack  shall  also  be  entitled  to  such  benefits   as
     retirement,  stock options, medical insurance  and  life
     insurance once the Company has sufficient funds.
  
    By  virtue  of a written three year employment  agreement
     between  the Company and Mr. Mack dated as  of  May  10,
     1995, Mr. Mack agreed to accrue monthly compensation  of
     $10,000,  with the option to convert the same to  shares
     of the CompanyOs common stock at a 20% discount from the
     bid  price of the CompanyOs common stock in the over the
     counter market on the date of conversion.
  
    By  virtue of a written management agreement between  Key
     Car  Finance  Company and Mr. Mack, Mr. Mack  agreed  to
     accrue  a  monthly  management fee of $2,500,  with  the
     option  to  convert the same to shares of the  CompanyOs
     common stock at a 20% discount from the bid price of the
     CompanyOs common stock in the over the counter market on
     the date of conversion.
  
    As  additional compensation, the Company agreed to pay to
     Mr.  Mack:(I)  a bonus equal to 5% of the quarterly  net
     increase  in the CompanyOs net assets payable  annually;
     (ii)  10% of the CompanyOs net before tax profit payable
     annually; and (iii) performance stock options, effective
     for  four years, based upon the Company reaching certain
     financial criteria. In the latter regard, and  when  the
     Company  reached $1,000,000, $5,000,000 and  $15,000,000
     in  gross  revenues,  the Company becomes  obligated  to
     issue  Mr.  Mack  1,000,000 shares  at  $.10,  2,000,000
     shares   at   $.20   and  3,000,000  shares   at   $.30,
     respectively.  To  date, Mr. Mack  has  not  earned  any
     performance   bonuses  based  on  the  above   financial
     criteria.  The agreement also obligated the  Company  to
     purchase  a  $1,500,000 term life  policy  on  Mr.  Mack
     payable to his named beneficiaries.
  
  3)             Mr. Chi is serving the Company under a three
     year  employment  contract  ending  June  14,  1999.  He
     receives  base compensation in the amount of $7,000  per
     month which is partially be paid in the form of Class  A
     voting common stock of the Company at a 20% discount  to
     the  bid price as quoted by NASDAQ. Mr. Chi received  an
     initial employment inducement of 150,000 shares  of  the
     CompanyOs common stock at June 14, 1996 paid in the form
     of  Class A voting common stock of the Company at a  20%
     discount to the bid price as quoted by NASDAQ.
  
  (4)            Mr. Moscariello is serving the Company under
     a three year employment contract ending May 10, 1999. He
     receives  base compensation in the amount of $3,750  per
     month which is paid in the form of Class A voting common
     stock  of the Company at a 20% discount to the bid price
     as quoted by NASDAQ.
  
  (5)   Robert  Clauson is serving the Company under a  three
     year  employment  contract  ending  May  10,  1999.   He
     receives  base compensation in the amount of $5,000  per
     month which is paid in the form of Class A voting common
     stock  of the Company at a 20% discount to the bid price
     as quoted by NASDAQ.
  
     On  October  4,  1996, the Company filed  with  the  SEC
     Report    S-8    registering   the   following    ComTec
     International   Common   Stock  shares:   Mr.   Perlman,
     1,300,000 shares; Mr. Mack, 2,200,000 shares;  Mr.  Chi,
     184,821  shares;  and Mr. Clauson,  333,333  shares  and
     62,500 to a management consultant.

(h)              Report  on  Repricing of  Options/SAROs.  No
  stock   options  or  freestanding  SAROs  are   issued   or
  outstanding. Accordingly, and during the fiscal year  ended
  June  30, 1996, no stock options or freestanding SAROs were
  repriced.

ITEM  11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS
AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners:

The  information is furnished as of June 30, 1996, as to  the
number  of  shares of the CompanyOs common stock,  $.001  par
value per share owned beneficially or is known by the Company
to  own  beneficially  more than 5%  of  any  class  of  such
security  who  is  not also an Officer  or  Director  of  the
Company:

      At June 30, 1996 the Company had outstanding 41,299,254
Class  A  Common  Stock, the only class of voting  securities
outstanding.  Each common share entitles the  holder  to  one
vote  in  any matter submitted to shareholders for  approval.
The common shares vote as a single class.

<TABLE>
<CAPTION>
Name and Address             Amount and Nature            Percentage
of Beneficial Owner         of Beneficial Ownership      of Total Class
<S>                                  <C>                     <C>
Ferrara Food Company, Inc.        4,200,000                 10.2%
120 Tice Lane, Suite C
East Brunswick, NJ 07243

Donald G. Mack                   20,997,004 (1)-(5)         50.8%
10855 E. Bethany Drive
Aurora, CO  80014
</TABLE>
  (1)     Includes  124,058 shares as a result of Mr.  MackOs
     equity   ownership   of  shares  in   Keystone   Holding
     Corporation  of  which  Mr. Mack is  still  an  officer,
     director and a principal shareholder.
  
  (2)     Includes an aggregate of 4,597,439 shares owned  by
     the  Mack  Family  Trust, a Colorado inter  vivos  trust
     which  is  controlled by Arthur R. Mack Jr., Mr.  MackOs
     father not living in the same household as Mr. Mack. Mr.
     Mack disclaims beneficial ownership of these shares.
  
  (3)     Includes an aggregate of 1,459,504 shares owned  by
     Suzette  Mack, the wife of Mr. Mack. Mr. Mack  disclaims
     beneficial ownership of these shares.
  
  (4)       Includes   11,228,971   shares   owned   by   the
     shareholders  of Keystone Holding Corporation  of  which
     Mr.  Mack  is still an officer, director and a principal
     shareholder. Mr. Mack disclaims beneficial ownership  of
     these shares.
  
  (5)       Includes   3,587,032   shares   converted    from
     compensation  earned  and notes  payable  due  Mr.  Mack
     during fiscal year ended June 30, 1996.

(b) Security Ownership of Management:

      The information is furnished as of June 30, 1996 as  to
the number of shares of the CompanyOs common stock, $.001 par
value  per share owned by each executive officer and director
of the Company and by all executive officers and directors as
a group:
<TABLE>
<CAPTION>

                               Amount and Nature
Name and Address                  of Security              Percentage
of Security Owner                  Ownership             of Total Class
<S>                                  <C>                      <C>
Clifford S. Perlman                 3,653,115                 8.8%
2304 Roscomare Road
Los Angeles, CA  90077

Donald G. Mack                      3,711,090                 9.0%
10855 E. Bethany Drive
Aurora, CO  80014

Mitchell B.Chi                        150,000                  .4%
10855 E. Bethany Drive
Aurora, CO  80014

Thomas Moscariello                    629,471                 1.5%
10855 E. Bethany Drive
Aurora, CO  80014

Robert Clauson                        369,821                  .9%
10855 E. Bethany Drive
Aurora, CO  80014
</TABLE>
Total officers and directors,
 as a group (5 persons)             8,513,497                20.6%

(c) Changes in Control.

     As  of  the  date  of this Report, the Company  has  not
entered into any agreements, the operation of which may at  a
subsequent date result in a change of control of the Company.

      The  Company  knows  of no arrangement,  including  the
pledge by any person of securities of the Company, which  may
at  a  subsequent date result in a change of control  of  the
Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 (a)(b)    On February 12, 1996, Mr. Perlman converted all of
      the  CompanyOs cash obligations to him through February
      28, 1996 into shares of common stock valued at $.10 per
      share  or 80% of the $.125 bid price on that date.  Mr.
      Perlman received 1,300,000 shares in settlement of  the
      CompanyOs  $130,000 obligation to him, and computed  as
      follows: ten months salary at $5,000 per month, $40,000
      in  prior unpaid obligation and $40,000 worth of  stock
      previously unpaid. This transaction was approved by the
      CompanyOs Board of Directors on February 12, 1996.
  
      On  June 20, 1996, Mr. Perlman earned 1,666,666 of  the
      CompanyOs  Common  Stock  pursuant  to  the  terms  and
      conditions  of his Employment Agreement dated  May  10,
      1995. This transaction was valued at $.162 per share or
      80% of the $.211 bid price on that date.
  
      On  June 17, 1994, the Company purchased from Mr. Mack,
       the  CompanyOs President and CEO a car lot located  in
       Parker,   Colorado.  The  purchase  price   paid   was
       $392,214.  In  connection with this  transaction,  the
       Company  assumed a first mortgage of $352,000,  issued
       172,720 preferred shares of stated $1 value per  share
       of  Key  Car Finance (a subsidiary of the Company)  to
       the President of the Company and issued a note payable
       to  the  President  of the Company in  the  amount  of
       $148,000.
  
      Donald  G.  Mack,  the  CompanyOs President  and  Chief
       Executive  Officer  was  a  principal  stockholder  of
       Keystone Holding Corp., whose assets were purchased by
       the  Company  on  May 10, 1995. As a  result  of  this
       transaction,  Mr. Mack received .08% of the  CompanyOs
       common  stock  as  of June 30, 1995 and  executed  two
       related party - notes payable to him in the amount of:
       1).  $81,202  in connection with the purchase  of  the
       commercial  property  in  Parker,  Colorado  and   2).
       $10,000  in connection with amounts owed him from  Key
       Communications, Inc., a subsidiary of the Company.
  
      On  February 12, 1996, Mr. Mack converted part  of  the
       CompanyOs cash obligations to him through February 28,
       1996  into shares of common stock valued at  $.10  per
       share or 80% of the $.125 bid price on that date.  Mr.
       Mack  received 2,200,000 shares in settlement  of  the
       CompanyOs $220,000 obligation to him, and computed  as
       follows: $120,600 in salary earned from the Company, a
       $30,000  management fee from the Company and a partial
       reduction  of the notes payable due him in the  amount
       of  $69,300.  This  transaction was  approved  by  the
       CompanyOs Board of Directors on February 12, 1996.
  
      On  July  16,  1996,  Mr.  Mack converted  all  of  the
       CompanyOs cash obligations to him as of June 30,  1996
       into  shares of common stock valued at $.10 per  share
       or  80% of the $.125 bid price on that date. Mr.  Mack
       received  1,387,030  shares  in  settlement   of   the
       CompanyOs  $138,703  obligation  to  him  as  follows:
       $104,000  in salary earned from the Company and  final
       reduction  on any remaining notes payable due  him  in
       the  amount of $34,703. This transaction was  approved
       by the CompanyOs Board of Directors on July 16, 1996.
  
      The  Company  and  Keystone Holding Corp.  are  related
       through   certain  common  stockholders   and   common
       management.
  
      Except  for  the foregoing and during the  fiscal  year
       ended  June 30, 1996, no officer, director or relative
       or  spouse of the foregoing persons or any relative of
       such  person who has the same home as such person,  or
       is  a  director  or  other officer of  any  parent  or
       subsidiary of the Company or any shareholder known  by
       the Company to own of record or beneficially more than
       five (5%) percent of the CompanyOs Common Stock, had a
       direct   or   indirect  material   interest   in   any
       transaction or presently proposed transaction to which
       the  Company or any of its parents or subsidiaries was
       or is a party.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits.   The following documents are filed  herewith
      or incorporated 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

/s/clifford perlman
Clifford Perlman           Director         October 29, 1996

/s/ tom moscariello
Tom Moscariello            Director         October 29, 1996



COMTEC INTERNATIONAL, INC.

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements

                                                                Page

Reports of Independent Certified Public Accountants             F-2

Consolidated Balance Sheet for the years ended June 30, 1995
 and 1996                                                       F-4

Consolidate Statements of Operations for the Period of
 Inception March 15, 1996 to June 30, 1995,
 the Year Ended June 30, 1996 and the Cumulative Amounts from
 Inception March 15, 1994 through June 30, 1996                 F-5

Consolidate Statements of Changes in Stockholder's Equity for
 the Period of Inception March 15, 1994 to June 30, 1996        F-6

Consolidate Statement of Cash Flow for the Period of
 Inception March 15, 1996 to June 30, 1995,
 the Year Ended June 30, 1996 and the Cumulative Amounts from
 Inception March 15, 1994 through June 30, 1996                 F-7

Notes to Financial Statements                                   F-8

                                
                   INDEPENDENT AUDITORS REPORT


To the Board of Directors and Stockholders
Comtec International, Inc.

We  have  audited the accompanying consolidated balance sheet  of
Comtec International, Inc. and Subsidiaries (a development  stage
enterprise)  as  of  June 30, 1996 and the  related  consolidated
statements  of operations, stockholders' equity, and  cash  flows
for  the year then ended and the amounts for the year ended  June
30,  1996  included  in  the  cumulative  period  from  inception
(March  15, 1994) to June 30, 1996.  These consolidated financial
statements  are the responsibility of Comtec International,  Inc.
and  Subsidiaries' management.  Our responsibility is to  express
an  opinion on these consolidated financial statements  based  on
our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  consolidated  financial  statements  are  free  of  material
misstatements.   An audit includes examining, on  a  test  basis,
evidence   supporting  the  amounts  and   disclosures   in   the
consolidated  financial  statements.   An  audit  also   includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
consolidated  financial statement presentation.  We believe  that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial position of Comtec International, Inc. and Subsidiaries
(a development stage enterprise) at June 30, 1996 and the results
of  their operations and their cash flows for the year then ended
and  the amounts for the year ended June 30, 1996 included in the
cumulative  period from inception (March 15, 1994)  to  June  30,
1996 in conformity with generally accepted accounting principles.

As discussed in Note 11 to the consolidated financial statements,
at   June  30,  1996,  the  number  of  shares  of  common  stock
outstanding along with options, shares reserved for the Company's
incentive  stock option plan, conversion features  of  the  three
classes  of  convertible  preferred stock  and  other  subsequent
issuances  of  common stock, exceeded total authorized  stock  by
11,352,898  shares.   Should  the  holders  of  the  options  and
preferred  stock  elect to exercise or convert these  items  into
common   stock,  the  Company  may   be  required  to  repurchase
11,352,898 shares of common stock in the open market in an amount
sufficient  to satisfy the options or preferred stock  conversion
features.

The  accompanying  consolidated financial  statements  have  been
prepared  assuming  that the Company will  continue  as  a  going
concern.  The Company has incurred losses from operations and has
yet   to  begin  its  planned  principal  operations  that  raise
substantial  doubt  about its ability  to  continue  as  a  going
concern.   Management's  plans in regard  to  these  matters  are
discussed  in  Note  2 of the consolidated financial  statements.
The   consolidated  financial  statements  do  not  include   any
adjustments   that  might  result  from  the  outcome   of   this
uncertainty.



                                 /s/ehrhardt keefe steiner & hottman pc
                                 Ehrhardt Keefe Steiner & Hottman PC


October 11, 1996, except for Note 11
 as to which the date is October 25, 1996
Denver, Colorado

                               F - 2





This  report  is  a copy of a previously issued Causey  Demgen  &
Moore Inc. audit report.  Causey Demgen & Moore Inc. resigned  as
Company  auditors  on  August 14, 1996,  has  not  withdrawn  its
opinion,  but has declined to reissue this report unless  it  was
paid  disputed  audit  fees  for  the  fiscal  1995  audit.   The
financial statements from inception to June 30, 1995 included  in
this  report  are  the  same as the audited financial  statements
previously filed in the Form 10-KSB for 1995 fiscal year end.  In
the  opinion  of management, no events have occurred  that  would
require  any  change to the financial statements covered  by  the
report.
                                
       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Comtec International, Inc.
(formerly Nattem USA, Inc.)


We  have  audited the accompanying consolidated balance sheet  of
Comtec International, Inc. and Subsidiaries (a development  stage
enterprise)  as of December 31, 1994 and June 30,  1995  and  the
related  consolidated  statements of  operations,  stockholders,'
equity (deficit), and cash flows for the period from inception to
December 31, 1994 and the six months ended June 30, 1995.   These
financial  statements are the responsibility  of  the  Companies'
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the audits to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated
financial position of Comtec International, Inc. and Subsidiaries
(a  development stage enterprise) at December 31, 1994  and  June
30, 1995 and the results of their operations and their cash flows
for  the  period from inception to December 31, 1994 and the  six
months  ended June 30, 1995 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
that the Companies will continue as a going concern.  As shown in
the financial statements, the Companies have incurred substantial
losses  since  inception,  and on  a  combined  basis  reflect  a
substantial  deficit in working capital, which raises substantial
doubt  about the ability of the Companies to continue as a  going
concern.   Management's  plans in regard  to  those  matters  are
described in Note 1.  The financial statements do not include any
adjustments   that  might  result  from  the  outcome   of   this
uncertainty.


Denver, Colorado
June 14 1996, except for Note 11
 as to which the date is August 6, 1996

                                      /s/ Causey Demgen & Moore Inc.
   
                                   F - 3


   
           COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                 (a Development Stage Enterprise)

                   Consolidated Balance Sheet
                          June 30, 1996

<TABLE>
<CAPTION>                                                           
                               Assets
<S>                                                        <C>
Current assets                                             
 Cash                                                    $  27,482
 Officer receivable                                         25,446
 Prepaid expenses and other current                        
  assets                                                     1,610
   Total current assets                                     54,538
                                                           
Property and equipment, net (Notes 5, 6                    
 and 7)                                                  2,149,633
                                                           
Other assets                                               
  Deposits and other                                        97,904
  License rights (Note 5)                                   75,000
                                                           172,904
                                                           
Total assets                                            $2,377,075
                                                           
                Liabilities and Stockholders' Equity
Current liabilities                                        
 Accounts payable                                       $  206,086
  Accrued payroll - officer (Note 8)                        31,000
 Other accrued expenses                                    258,584
 Short-term notes payable (Note 7)                         236,182
 Current portion of long-term debt (Note                   622,835
   Total current liabilities                             1,354,687
                                                           
Long-term debt (Note 7)                                    344,584
                                                           
Interest in preferred stock of subsidiary               
(Note 5)                                                   172,720
                                                           
Commitments and contingencies (Notes 5,                    
7, 8, 11 and 12)
                                                           
Stockholders' equity (Notes 4, 5, 8, 9,                    
11 and 12)
 Series A convertible preferred stock, $1                   
  stated par and liquidation value;                          
  1,000,000 shares authorized, 420,000                       
  shares issued and outstanding; $420,000                  420,000
  liquidation preference
 Series B convertible preferred stock, $5                   
  stated par and liquidation value;                          
  1,500,000 shares authorized, no shares                     
  issued and outstanding; liquidation                           -
  subordinated to Series A liquidation
  value
 Series C convertible preferred stock, $10                  
  stated par and liquidation value;                          
  1,500,000 shares authorized, no shares                     
  issued and outstanding; liquidation                        
  subordinated to Series A and Series B                         -
  liquidation value
 Common stock, .001 par value; 50,000,000                   
  shares authorized, 41,299,254 shares                       
  issued and outstanding                                     41,299
Additional paid-in capital                                6,148,899
 Prepaid media agreements                                (1,300,000)
 Stock held in escrow                                    (1,225,000)
 Deficit accumulated during the                            
  development stage                                      (3,580,114)
   Total stockholders' equity                               505,084
                                                           
Total liabilities and stockholders'
 equity                                                  $2,377,075
</TABLE>                                
                              F - 4
                                
                                
                                
           COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                 (a Development Stage Enterprise)

              Consolidated Statements of Operations
For the Period from Inception (March 15, 1994) to June 30, 1995,
                         the Year Ended
 June 30, 1996 and Cumulative Amounts from Inception (March 15,
                              1994)
                      through June 30, 1996


<TABLE>
<CAPTION> 
                                                               Cumulative
                                                                Amounts
                                           June 30,               from
                                     1996           1995        Inception
<S>                                   <C>            <C>            <C>
Expenses                                                        
 General and administrative 
  (including $562,383, $1,843,987,
   and $2,406,370 of compensation 
   in the form of common stock)    $1,051,064    $2,272,796     $3,323,860
 Management fees - related party 
  (Note 8)                             35,000        30,000         65,000
 Interest expense, net                 94,876       163,124        258,000
   Total expenses                   1,180,940     2,465,920      3,646,860
                                                                
Rental and other income                32,608        54,544         87,152
                                                                
Net loss                         $ (1,148,332) $ (2,411,376)  $ (3,559,708)
                                                                
Weighted average common shares
 outstanding                       12,299,000    27,251,358     21,071,219
                                                                
Net loss per common share        $       (.09) $       (.09)  $       (.17)
</TABLE>

                              F - 5
                                
                                
                                
           COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                 (a Development Stage Enterprise)

    Consolidated Statement of Changes in Stockholders' Equity
 For the Period from Inception (March 15, 1994) through June 30, 1996

<TABLE>
<CAPTION>                                                       
                                                       
                               Preferred Stock - Series A    Common Stock
                                  Shares        Amount      Shares      Amount
<S>                                <C>            <C>         <C>         <C> 
Balance at inception                  -           $    -           -     $     -
                                                                 
Issuance of common stock to                                      
 Keystone upon incorporation of       -                -   5,240,186       5,240    
 Key Comm and Key Car (Note 4)  
                                                                 
Issuance of common stock to                                      
 Keystone upon purchase of            -                -   5,988,785       5,989       
 communication equipment (Note 4)                     
                                                                 
Special distribution to               -                -          -            -
 shareholder of Key Car (Note 5)                     
                                                                 
Contributions to capital of           -                -          -            -
 accrued wages to officers (Note                      
 9)
                                                                 
Forgiveness of amounts owed by                                   
 Key Comm and Key Car to Keystone     -                -          -            -
 for advances made (Note 8)                           
                                                                 
Warrants exercised (Note 9)           -                -      30,000        30
                                                                 
Shares issued in connection with                                 
 purchase of office building (Note  420,000         420,000  450,876        451
 5)
                                                                 
Shares issued to consultants for      -                 -    500,000        500     
 services (Note 9)                                    
                                                                 
Shares issued to consultant to be     -                 -    400,000        400
 returned (Note 9)                                      
                                                                 
Shares issued to Comtec in a          -                 -  2,963,310      2,963
 reverse acquisition (Note 4)                         
                                                                 
Shares issued to officers for         -                 -    624,766        625
 services (Note 9)
                                                                 
Shares sold in a private              -                 -     40,000         40
 placement (Note 9)                                    
                                                                 
Net loss for the period from          -                 -          -          -
 inception to June 30, 1995                            
                                                                 
Balance at June 30, 1995          420,000          420,000 16,237,923     16,238   
                                                                 
Issuance of common stock at $.25                                 
 per share for prepaid media           -               -    5,200,000      5,200
 agreements (Note 11)                        
                                                                 
Issuance of common stock at $.25                                 
 per share in conjunction with                                    
 purchasing of majority interest                    
 in unrelated entity - pending          -              -    4,900,000      4,900
 approval (Note 5)                                      
                                                                 
Contributions to capital of           
 accrued wages to officers              -              -            -         -
 (Note 9)
                                                                 
Issuance of common stock for cash                                
 at a price per share ranging from                                
 $.11 to $.40 (Note 9)                  -              -    2,638,683     2,639
                                                                 
Issuance of common stock in                                      
 satisfaction of debt at $.125 per                                
 shares (Note 9)                        -              -    1,230,097     1,230
                                                                 
Issuance of common stock in lieu                                 
 of compensation or in                                            
 satisfaction of accrued salaries                                 
 at a price per share ranging from      -              -    5,710,365     5,710
 $.10 to $.18 (Note 8)                                  
                                                                 
Issuance of common stock for                                     
 services at a price per share                                    
 ranging from $.11 to $.73 (Notes       -              -    5,382,186     5,382
 8 and 9)                                               
                                                                 
Net loss for the year ended June        -              -          -          -
 30, 1996                                              
                                                                 
Balance at June 30, 1996            420,000    $ 420,000   41,299,254    $41,299
</TABLE>

                                   F - 6

Continued below


                                
           COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                 (a Development Stage Enterprise)

    Consolidated Statement of Changes in Stockholders' Equity
 For the Period from Inception (March 15, 1994) through June 30, 1996

Continued from above
<TABLE>
<CAPTION>

                                  Deficit
                                Accumulated                            Total
                   Additional    During the    Prepaid   Escrowed  Stockholders'
                    Paid-in     Development     Media     Shares       Equity
<S>                   <C>            <C>          <C>       <C>         <C>

Balance at 
 inception         $       -    $        -     $     -    $     -   $       -
                                                                 
Issuance of common                                               
 stock to Keystone 
 upon incorporation of 
 Key Comm and Key Car 
 (Note 4)              (5,140)           -           -          -         100
                                                                 
Issuance of common                                               
 stock to Keystone    254,011            -           -          -        260,000                  
 upon purchase of                   
 communication equipment
 (Note 4)
                                                                 
Special distribution (260,100)     (20,406)          -          -      (280,506)          
 to shareholder of                     
 Key Car (Note 5)                                                        
                                                                 
Contributions to      217,000           -            -          -       217,000        
 capital of accrued                         
 wages to officers
 (Note 9)
                                                                 
Forgiveness of amounts                                           
 owed by Key Comm     184,495           -           -           -       184,495
 and Key Car to                               
 Keystone for advances
 made (Note 8)
                                                                 
Warrants exercised     29,970           -           -           -        30,000
 (Note 9)                                   
                                                                 
Shares issued in                                                 
 connection with      337,705           -           -            -      758,156
 purchase of office              
 building (Note 5)
                                                                 
Shares issued to      249,500           -           -            -      250,000         
 consultants for                           
 services (Note 9)
                                                                 
Shares issued to        (400)           -           -            -           -         
 consultant to be                         
 returned (Note 9)
                                                                 
Shares issued to    (233,872)           -           -            -     (230,909)
 Comtec in a reverse                                
 acquisition (Note 4)
                                                                 
Shares issued to     311,758            -           -            -      312,803
 officers for                      
 services (Note 9)
                                                                 
Shares sold in a       9,960            -           -             -      10,000         
 private placement                     
 (Note 9)
                                                                 
Net loss for the period          
 from inception to         -        (1,148,332)     -             -  (1,148,332)
 June 30, 1995                        
                                                                 
Balance at June 30, 1,094,887       (1,168,738)     -             -     362,387          
 1995                                       
                                                                 
Issuance of common                                               
 stock at $.25 per  1,294,800               -    (1,300,000)      -          -               
 share for prepaid media                  
 agreements (Note 11)                     
                                                                 
Issuance of common                                               
 stock at $.25 per                                           
 share in conjunction 1,220,100             -         -       (1,225,000)     -                 
 with purchasing of             
 majority interest in                                  
 unrelated entity - 
 pending approval 
 (Note 5)
                                                                 
Contributions to        24,100              -         -              -    24,100           
 capital of accrued                        
 wages to officers
 (Note 9)
                                                                 
Issuance of common                                               
 stock for cash at a   617,086              -          -              -  619,725                
 price per share ranging          
 from $.11 to $.40 (Note
 9)
                                                                 
Issuance of common                                               
 stock in satisfaction 128,770              -          -              -  130,000                
 of debt at $.125 per             
 shares (Note 9)
                                                                 
Issuance of common                                               
 stock in lieu of                                                 
 compensation or in    618,254              -          -             -   623,964                
 satisfaction of accrued          
 salaries at a price per
 share ranging from $.10
 to $.18 (Note 8)
                                                                 
Issuance of common                                               
 stock for services  1,150,902              -          -            - 1,156,284                
 at a price per share 
 ranging from $.11 to 
 $.73 (Notes 8 and 9)
                                                                 
Net loss for the year       -     (2,411,376)          -           - (2,411,376)             
 ended June 30, 1996                       
                                                                 
Balance at June 30, $6,148,899   $(3,580,114) $(1,300,000) $(1,225,000) $505,084
</TABLE>
                                F - 7

                                
                                
                                
           COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                 (a Development Stage Enterprise)

              Consolidated Statement of Cash Flows
For the Period from Inception (March 15, 1994) to June 30, 1995,
                         the Year Ended
 June 30, 1996 and Cumulative Amounts from Inception (March 15,
                              1994)
                      through June 30, 1996

<TABLE>
<CAPTION>
                                                                     Cumulative
                                                  June 30          Amounts from
                                              1995        1996       Inception
<S>                                           <C>          <C>            <C>           
Operating activities                                            
 Net loss                                 $(1,148,332) $(2,411,376) $(3,559,708)
 Adjustments to reconcile net loss to
  net cash used in operating activities
   Depreciation and amortization               29,565       90,139      119,704
   Issuance of stock for services             562,383    1,156,284    1,718,667
   Changes in assets and liabilities                            
    Receivables                                    -       (25,446)     (25,446)
    Prepaid expenses                            5,000        4,500        9,500
    Accounts payable and accrued expenses     225,482      845,661    1,071,143
                                              822,430    2,071,138    2,893,568
      Net cash used in operating activities  (325,902)    (340,238)    (666,140)
                                                                
Investing activities                                            
  Purchase of property, plant and
   equipment and trade name                    (2,500)     (70,248)     (72,748)
 Cash received in reverse acquisition          22,170           -        22,170
 Purchase of non-operating assets, net             -       (25,000)     (25,000)
 Other                                         15,902      (95,404)     (79,502)
     Net cash provided by (used in)
      investing activities                     35,572     (190,652)    (155,080)
                                                                
Financing activities                                            
 Advances from related party                  184,495            -      184,495
 Proceeds from sales of common stock           10,000      619,725      629,725
 Payments on notes payable and related
  party notes                                 (61,646)     (80,291)    (141,937)
 Proceeds from short-term notes payable       151,000            -      151,000
 Payments on long-term notes payable           (1,783)      (2,798)      (4,581)
 Proceeds from exercise of warrants            30,000            -       30,000
     Net cash provided by financing
      activities                              312,066      536,636      848,702
                                                                
Increase in cash                               21,736        5,746       27,482
                                                                
Cash, beginning of period                          -        21,736          -
                                                                
Cash, end of period                          $ 21,736     $ 21,482    $  27,482
                                                                
Supplemental  disclosures  of   non-cash                        
investing and financing activities
                                                                
Purchase of building                                            
 Prepaid interest                            $ 10,000    $     -     $  10,000
 Land                                         424,967          -       424,967
 Building                                   1,456,403          -     1,456,403
 Note payable                                (269,000)         -      (269,000)
 Mortgage payable                            (972,000)         -      (972,000)
 Preferred stock                             (592,720)         -      (592,720)
 Common stock                                (338,156)         -      (338,156)
 Special distribution                         280,506          -       280,506
                                                                
                                             $     -     $     -    $       -
                                                                
</TABLE>
During  the  period from inception (March 15, 1994) to  June  30,
1995,  the Company financed the acquisition of land and building,
and  of  communications equipment from officers  of  the  Company
through the issuance of notes payable and issuances of common and
preferred   stock.   Additionally,  the  Company   financed   the
acquisition of an automobile and computer equipment from  related
parties through notes payable.

During the year ended June 30, 1996 and the period from inception
(March  15,  1994)  to June 30, 1995, the officers  of  Key  Comm
relieved  the  Company  from liability for  accrued  salaries  of
$24,100 and $217,000 (Note 9).

Additionally,  Keystone, an affiliated company,  forgave  amounts
owed by Key Comm and Key Car in the amount of $184,495 (Note 8).

During  the  year ended June 30, 1996, there were  various  other
noncash  transactions involving conversions  of  debt  and  other
accrued liabilities to common stock (Notes 8 and 9).

Assets   and   liabilities  acquired  from  Comtec   in   reverse
acquisition (Note 4):
<TABLE>
<CAPTION>
                                                              Cumulative
                                         June 30,            Amounts from
                                   1995            1996        Inception
<S>                                 <C>             <C>            <C>        
Cash                            $ 22,170        $     -      $    22,170
Note receivable                   35,000              -           35,000
Allowance for doubtful accounts  (16,390)             -          (16,390)
Trade name                         3,500              -            3,500
Accounts payable                 (60,246)             -          (60,246)
Accrued expenses                 (92,443)             -          (92,443)
Notes payable - related parties  (70,000)             -          (70,000)
Short-term notes payable         (52,500)             -          (52,500)
Common stock                     230,909              -          230,909
                                                                
                               $       -        $     -     $         -

Supplemental disclosure of cash flow                            
information:
                                                                
Cash paid for interest         $  42,196        $  33,970   $     76,166
</TABLE>

                              F - 7
                                
                                
           COMTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                 (a Development Stage Enterprise)
                                
           Notes to Consolidated Financial Statements


Note 1 - Summary of Significant Accounting Policies

Organization

Comtec  International,  Inc., (Comtec) was  incorporated  in  New
Mexico  on July 6, 1983 as Nisus Video, Inc., originally   Comtec
was  formed for the development, manufacture and sales  of  video
and photographic camera systems and related equipment.  Comtec is
currently    seeking    opportunities    to    develop    various
telecommunications services and products principally in the areas
of  Specialized  Mobile Radio (SMR), satellite teleport  uplinks,
and traditional long distance voice and data communications.

Key Car Finance Company (Key Car) was incorporated in Colorado on
March  15, 1994 for the purpose of owning and renting land and  a
building   in   Parker,  Colorado  to  a  single   tenant.    Key
Communications  Group,  Inc.  (Key  Comm)  was  incorporated   in
Colorado  on  March  30,  1994 for the purpose  of  entering  the
communications industry.  The Company is considered to be in  the
development  stage.  Key Car and Key Comm were both wholly  owned
subsidiaries  of  Keystone Holding Corporation,  Inc.  (Keystone)
until  May  10, 1995, at which time both entities  were  sold  to
Comtec in a stock for stock exchange (Note 3).

During  1995,  Comtec established a wholly owned subsidiary,  CTI
Real  Estate  (CTI) to hold the Key Car property and its  current
office   building  (Note  5).   The  land  and   buildings   were
transferred to CTI during fiscal 1996.

These consolidated financial statements have been prepared  on  a
combined  basis  for the period from inception to  May  10,  1995
since  Key  Comm  and Key Car were wholly owned  subsidiaries  of
Keystone.  The financial statements for the period from  May  10,
1995  to June 30, 1996 have been prepared on a consolidated basis
and  include the accounts of the Key Comm, Key Car, and  CTI  and
the  accounts  of  Comtec from May 10,  1995,  the  date  of  the
acquisition  (the Company).  The Company also owns  100%  of  the
stock   of   Data  Voice  &  Wireless,  Inc.  (DV&W)  a  Colorado
corporation  formed on March 15, 1994.  DV&W has had no  activity
since  inception.   All  significant  intercompany  accounts  and
transactions have been eliminated in these consolidated financial
statements.

The  period  from inception (March 15, 1994) to  June  30,  1995,
includes the activity of the Company from March 15, 1994 to  June
30,  1995 as the activity from March 15, 1995 (inception) to June
30,  1994  is immaterial to the consolidated financial statements
taken as a whole.

Use of Estimates

The   preparation   of  consolidated  financial   statements   in
conformity with generally accepted accounting principles requires
management  to  make estimates and assumptions  that  affect  the
reported  amounts  of assets and liabilities  and  disclosure  of
contingent assets and liabilities at the date of the consolidated
financial  statements and the reported amounts  of  revenues  and
expenses  during  the  reporting period.   Actual  results  could
differ from those estimates.
                                
Property and Equipment

Property  and  equipment  are stated at  cost.   Depreciation  is
provided   using  the  straight-line  method  over  the   assets'
estimated useful lives as follows:
                              
                              Years
                              
Building                      30
Communications equipment      10
Automobile                    5
Computer equipment            5

License Rights

Rights  to  develop SMR licenses are recorded at  cost.   To  the
extent the licenses are developed, they are amortized over  their
five  year  life.   If the licenses are not developed,  they  are
expensed at the time the rights expire.

Loss Per Common Share

Loss per common share is based on the weighted average number  of
common  shares  outstanding  during each  period.   Common  stock
equivalents are not considered as their effect is antidilutive.

Income Taxes

The Company calculates and records the amount of taxes payable or
refundable currently or in future years for temporary differences
between the financial statement basis and income tax basis  based
on the current enacted tax laws.

Temporary  differences are differences between the tax  basis  of
assets  and  liabilities  and  their  reported  amounts  in   the
financial  statements that will result in taxable  or  deductible
amounts  in  future  years.  The Company's temporary  differences
result primarily from net operating loss carryforwards.

Reclassifications

Certain  reclassifications have been made to the  1995  financial
statements   to   conform   to  the  1996   financial   statement
presentation.

Accounting Standards Not Yet Adopted

Statement  of Financial Accounting Standards No. 121 - Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to  be  Disposed Of is effective for fiscal years beginning after
December 15, 1995.  This Statement establishes standards for  the
impairment    of   long-lived   assets,   certain    identifiable
intangibles, and goodwill related to those assets to be held  and
used   and   for   long-lived  assets  and  certain  identifiable
intangibles to be disposed of.

Statement  of Financial Accounting Standards No. 123 - Accounting
for   Stock-Based  Compensation  is  effective  for  transactions
entered into after December 15, 1995.  This Statement establishes
financial  accounting  and  reporting standards  for  stock-based
employee  compensation  plans, including  stock  purchase  plans,
stock options, restricted stock and stock appreciation rights.

Subject  to the contingent finders fee option discussed  at  Note
11,  management believes the adoption of these standards will not
have a material impact on the consolidated financial statements.


Note 2 - Continued Operations and Realization of Assets

The Company is in the development stage of operations and has not
yet commenced its planned principal operations.  Accordingly, the
Company has lost approximately $3,600,000 since it undertook  its
operations.   Such  losses have resulted  in  a  working  capital
deficiency  of $1,300,149 and $856,182 of the Company's  debt  in
default  (Note  7).   To  date,  the  Company's  activities  have
consisted   primarily   of   raising  capital   through   private
placements,  seeking  business opportunities  and  more  recently
acquiring licensing rights and operating SMR frequency companies.

Management's  current  plans  consist  of  acquiring   additional
license  rights and operating companies in order to  develop  the
licenses.   Additionally,  the  Company  is  planning  to   raise
additional equity capital through private placements to fund  the
acquisitions  and  development of  licenses.   There  can  be  no
assurance  that  the  Company  will be  successful  in  obtaining
additional licenses or existing operating companies or in raising
additional capital.

The   consolidated  financial  statements  do  not  include   any
adjustments that might be necessary if the Company is  unable  to
continue as a going concern.


Note 3 - Bankruptcy and Subsequent Reorganization

A  petition was filed November 14, 1985 placing Comtec in Chapter
11 Bankruptcy.  On December  11, 1986 this petition was converted
to  a  Chapter 7 Bankruptcy which was converted to Chapter 11  on
July  27,  1989.   On  April 10, 1992, the Company  emerged  from
bankruptcy as a reorganized entity.

The Company has accounted for its Chapter 11 reorganization as  a
quasi-reorganization  and as such made the following  adjustments
to its accounts:

  The   net   result  of  settling  the  pre-petition   unsecured
  creditors'  claims  of  $631,734 for  $2,500  was  credited  to
  accumulated deficit and the accumulated deficit of the  Company
  was eliminated by a charge to common stock at April 10, 1992.


Note 4 - Acquisition Agreement

On  May  10, 1995, Keystone exchanged all of the common stock  of
both  Key  Car  and Key Comm to Comtec for 11,228,971  shares  of
Comtec's  common stock.  Comtec and Keystone are related  through
certain   common   stockholders  and  common   management.    The
acquisition has been accounted for as the acquisition by Key Comm
and  Key Car of Comtec for 2,963,310 shares of common stock  with
all  assets  recorded  at  historical cost  and,  therefore,  the
consolidated  financial statements include the  accounts  of  Key
Comm  and  Key Car for all periods presented and the accounts  of
Comtec  from  May 10, 1995, the effective date of the acquisition
for  accounting  purposes.  All number of shares  and  per  share
disclosures prior to May 10, 1995 have been restated  to  reflect
the share exchange rate inherentit in the reverse acquisition.


Note 5 - Purchase of Assets

On May 30, 1995, the Company purchased an office building from an
unrelated  company.   The purchase price of $1,499,156  consisted
the  issuance  of a note payable to the seller of  $121,000,  the
issuance of 420,000 shares of $1 per share stated value Series  A
Convertible  Preferred Stock, the issuance of 400,001  shares  of
common  stock valued at $300,000 ($.90 per share) to the  seller,
the  issuance of 50,875 shares of common stock to the real estate
broker  for  a  commission of $38,156 ($.75  per  share)  and  is
subject  to  an  approximately  $620,000  mortgage  payable  with
interest at 10.5%.

On  June 17, 1994, Key Car purchased from its president, land and
a  building for $672,720.  The consideration to be paid consisted
of the assumption of a first mortgage of $352,000 to an unrelated
individual,  the issuance of 172,720 shares of $1  stated  valued
per share value preferred stock of Key Car and a note payable  to
Key  Car's president for $148,000 bearing interest at 16.5%  with
the  final  payment due April 30, 1995 (Note 7).   The  preferred
stock is convertible into common stock of Key Car at the rate  of
one share of common stock for each share of preferred stock.   If
such  preferred stock were converted to common stock,  Key  Car's
president  would  own  approximately 95% of  Key  Car.   This  is
reflected as interest in the preferred stock of subsidiary in the
accompanying  financial statements.  Subsequent to year-end,  Key
Car's  president  agreed to exchange his Key Car preferred  stock
for  345,440 shares of common stock of Comtec valued at $.50  per
share.   Key  Car's president had entered into  an  agreement  to
purchase  the  property on March 10, 1994 for  $392,214  from  an
unrelated   individual.   Therefore,  for   financial   statement
purposes,  this land and building is recorded at the  president's
historical  cost basis of $392,214 and the additional price  paid
by Key Car of $280,506 was recorded as a special distribution.

On  November 23 ,1994, Key Comm purchased communication equipment
from  Keystone  for  5,988,785 shares of Key  Comm  common  stock
(valued  at  $260,000)  and  the assumption  of  a  $40,000  note
payable.  The asset has been recorded at Keystone's cost basis in
the asset of $300,000.

In  August 1995, the Company acquired 185 unconstructed and  non-
operational  rights to manage and operate SMR frequency  channels
for $25,000 cash and a $50,000 note payable (Note 7).

On  July 31, 1995, Key Comm entered into an option agreement with
Mobile-One  Communications, Inc. (Mobile-One) to acquire  certain
SMR  systems.  Key Comm paid $50,000 for a two-month  option  and
was scheduled to pay an additional $125,000 by September 30, 1995
to  extend the option for an additional two months.  This payment
was  not  made and the option was allowed to lapse.   During  the
year ended June 30, 1996, the $50,000 option fee was expensed.

On  January 24, 1996, the Company entered into a letter-of-intent
to  acquire  61%  of  the  outstanding common  stock  of  Network
Teleports, Inc. in exchange for 4,900,000 shares of the Company's
common stock (including finders' fees).  The shares are currently
being  held  in  escrow pending the outcome of an  audit  of  the
financial statements of Network Teleports, Inc. and FCC  approval
of  the  transaction.   Due to the complexities  related  to  FCC
approval, the ultimate acquisition is not deemed probable at this
time.  Accordingly, pro forma information is not presented.

On  July  26, 1995, the Company entered into a definite agreement
to acquire 100% of the outstanding stock of a television and film
production  company  in  exchange  for  5166,667  shares  of  the
Company's  common  stock  valued at  $50,000  ($.09  per  share),
$20,000  in  cash and notes payable of $80,000.  On  October  11,
1996, the transaction was terminated.  The Company anticipates it
will  receive the issued stock back and is currently  negotiating
additional  terms of the termination.  The transaction  has  been
revised in the June 30, 1996 consolidated financial statements as
a  reduction  to common stock outstanding for the  shares  to  be
returned.  If such stock is not ultimately returned, it  will  be
charged to expense.


Note 6 - Property and Equipment

Property  and  equipment consists of the following  at  June  30,
1996:
<TABLE>
<CAPTION>
     <S>                                     <C>
    Land                                 $  424,967
    Buildings and improvements            1,515,111
    Communications equipment                300,000
    Automobile                                5,150
    Computer equipment                       17,364
                                          2,262,592
    Less accumulated depreciation          (112,959)
                                              
                                         $2,149,633
</TABLE>

Note 7 - Notes Payable and Long-Term Debt

Notes payable consisted of the following at June 30, 1996:

Related Party Notes Payable
<TABLE>
<CAPTION>
<S>                                                           <C>                                                            
10%  notes  payable, due to former officers,  principal     
and  interest  due  December 2, 1995,  unsecured.   The     $  25,835
notes are in default (Note 11).                             
                                                            
18%  notes  payable to an entity related  to  a  former     
officer/director  personally  guaranteed  by  a  former     
officer  of  the Company.  Principal and  interest  due     
June 1, 1994.  The note is in default (Note 11)               40,000
                                                            
                                                            $ 65,835

Short-Term Notes Payables                                   
                                                            
10%  note  payable - individual, principal and interest     
due  March 7, 1995.  The note is in default.   Interest     
accrues at 21% on principal and interest in default an      $ 35,000
is unsecured.                                               
                                                            
12%  note  payable - unrelated company,  principal  and     
interest  due October 6, 1995.  The note is in  default     
and  is  secured  by a second deed  of  trust  on  real     
property   with  a  net  book  value  of  approximately      50,000
$1,448,000 (Note 5).
                                                            
9%  notes  payable  to an unrelated company,  principal     
payments  of $50,000 and $71,000 due July 30, 1995  and     
September  30,  1995, respectively.   Interest  due  on     
September  30, 1995.  Interest accrued at  15%  on  any     
balance  past  maturity, secured by a  second  deed  of     
trust  on  the  Key  Car  land  and  building  and   an      85,347
assignment of rents.  The note is in default (Note 11).
                                                            
Long-Term Debt                                             $170,347
                                                            
10.5%   mortgage  payable,  payable  $6,487  per  month     
including  interest with a balloon payment due  October     
1, 1996, secured by an office building.  The note is in    $620,000
default (Note 11).                                          
                                                            
9%  mortgage  payable, principal and interest  payments     
payable  at the rate of $2,832 monthly, balloon payment     
due August 1, 2004, secured by land and building.           
                                                            347,419
                                                            
                                                            967,419
Less current portion                                        
                                                           (622,835)
                                                            
                                                         $  344,584
</TABLE>

Maturities of long-term debt are as follows:
<TABLE>
<CAPTION>                                              
    June 30,                                      
      <S>                                      <S>
     1997                                  $ 622,835
     1998                                      2,965
     1999                                      3,243
     2000                                      3,547
     Thereafter                              334,829
                                            
                                           $ 967,419
</TABLE>


Note 8 - Related Party Transactions

On  April  30, 1994, Key Car entered into a three-year management
agreement with an officer of the Company to provide services with
regards to managing the land and building owned by Key Car at the
rate  of  $2,500 per month.  During the period from inception  to
June 30, 1995, and the year ended June 30, 1996, Key Car expensed
$35,000 and $30,000 under this agreement, respectively.  At  June
30, 1996, no amounts were owed under this agreement.

During  the period from inception to June 30, 1995, Key  Car  and
Key Comm were advanced a total of $184,495 from Keystone.  During
April  1995, Keystone forgave the entire balance owed by Key  Car
and Key Comm prior to Comtec's acquisition which is included as a
capital  contribution in the accompanying consolidated  financial
statements.

Effective  June  1, 1994, the Company entered into  a  three-year
employment contract with Clifford S. Perlman to manage and direct
the  operations  of the Company, and to serve  as  the  Company's
Chairman  of the Board of Directors, Chief Executive Officer  and
President,  at  an annual base salary of $120,000.   At  May  10,
1995, the Company and Mr. Perlman restructured the agreement  for
the  remaining two years.  Mr. Perlman will serve as the chairman
at  the Board of Directors and receive an annual based salary  at
$60,000.   Mr. Perlman will be entitled to 5% of the  outstanding
common  stock  of  the Company on June 20 for each  year  of  the
employment contract.

Effective  June  1,  1994, the Company entered  into  a  one-year
consulting  agreement with Steven B. Knudson  to  provide  legal,
financial  and management consulting services, at $75  per  hour,
chargeable against a $3,000 per month retainer.  Mr. Knudson will
also  be entitled to receive 3.5% of the outstanding common stock
on  a  full  diluted  basis  at  all  times  for  prior  services
performed.   In May 1995, Mr. Knudson resigned his  position  and
the contract was terminated.

Under the terms of the two aforementioned agreements, in addition
to  the cash portion of the agreements the Company has agreed  to
issue  624,766 and 1,666,368 shares of the Company's common stock
recorded as compensation expense of $312,383 and $281,949  during
the  period  from inception to June 30, 1995 and the  year  ended
June  30,  1996, respectively.  In June 1995, the 624,766  shares
were  issued.  The 1,666,368 shares due at June 30, 1996 will  be
issued  subsequent to June 30, 1996.  Additional  shares  can  be
issued under  the anti-dilution provisions of the agreement  with
Mr.  Perlman.   As of June 30, 1996, $31,000 of accrued  salaries
remain unpaid to Mr. Perlman under the agreement.

In   October  1994,  Key  Comm  also  entered  into  a  five-year
employment agreement with its president which is renewable for an
additional  five-year  period  upon  acceptance  by  Key   Comm's
president.   In December 1995, the Comtec entered  into  a  three
yearCompany  restructured  its  employment  agreement  with   the
president.  The new employment three year agreements along with a
three  year  management agreement allows for  a  $240,000$120,000
base  salary plus $30,000 management fee (to be adjusted  by  the
Board  of  Directors) payable in cash or at  the  option  of  the
employee,  in common stock at a price equal to 80% of the  quoted
bid  price  on  the  date of the conversion.   Additionally,  the
agreement allows for certain cash and option bonuses based on the
performance and growth of the Company.  No material bonuses  have
been earned under the contract through June 30, 1996.

Throughout  fiscal 1996 and subsequent thereto, the  Company  has
also  entered  into four,  three year employment agreements  with
key employees with base salaries ranging from $44,400 to $84,000.
All  are  payable in cash or common stock  and certain agreements
contain  bonus  provisions similar to the  president's  agreement
mentioned  above. No material bonuses have been earned under  the
contracts  through  June 30, 1996.  One key employee  received  a
signing bonus of 150,000 shares of common stock which were issued
and  outstanding  at June 30, 1996 resulting  in  an  expense  of
$27,000.

In  connection with the employment agreements, the Company issued
5,710,365 shares of common stock to the offices and employees  in
satisfaction of accrued salaries valued at $623,964.


Note 9 - Stockholders' Equity

Authorized Shares of Common Stock

On  August 10, 1995, the stockholders of the Company approved  an
increase  in  the authorized shares of stock of  the  Company  to
50,000,000  shares  with  a par value  of  $.001  per  share  and
5,000,000 shares of preferred stock with a par value of $.001 per
share.  All equity transactions have been restated to reflect the
par  value  of  the common stock in the accompanying consolidated
financial statements.

Stock Option Plan

Effective  September 17, 1993, the Board of Directors adopted  an
incentive  stock  option plan (the Plan), which was  subsequently
approved by the Company's stockholders at the special Meeting  of
Stockholders  held on December 31, 1993.  The Plan  provides  for
the  grant  to the Company's employees, officers and/or directors
of  stock  options that qualify as incentive stock options  under
Section  422A of the Internal Revenue Code of 1986,  as  amended.
The  Plan provides for the grant of stock options to purchase  up
to  an aggregate of 3,000,000 shares of common stock, as amended.
Options may be granted for terms of up to three years options are
to  be  granted  at exercise prices at least equal  to  the  fair
market  value of the Company's common stock at the date of  grant
(110% of the fair market value in the case of options granted  to
greater  than  10%  shareholders) options are  subject  to  early
forfeiture  upon termination of employment or other  relationship
with the Company.  The Plan terminates on September 16, 1998.

During  September  through  November  1993,  the  company  issued
options to certain officers and/or directors to purchase a  total
of  500,000 shares of common stock exercisable at prices  ranging
from $375 to $1.6875 per share.  During June 1994, in conjunction
with  the  change in officers and directors, options representing
310,000 of such shares were forfeited.  The Board of Directors of
the  Company  has  elected to extend the  exercise  date  of  the
remaining   options   representing  190,000   of   such   shares,
exercisable at $1.375 per share, through May 10, 1995,  at  which
time  the  options expired.  No other options have  been  granted
under the Plan.

Sales of Common Stock

During  the  period from inception to June 30, 1995 and  for  the
year  ended June 30, 1996, the Company sold 40,000 and  2,638,683
shares  of common stock for cash at prices ranging from  $.11  to
$.40 per share.

Common Stock Issued for Services

During  the  period from inception to June 30, 1995, the  Company
issued 500,000 shares of its common stock valued at $280,000  (an
average  of  $.56 per share) in exchange for services  performed.
In addition, the Company issued 400,000 shares of common stock to
a  company which was to perform certain services on behalf of the
Company.   The  services  were  not performed  to  the  Company's
satisfaction  and has asked for the return of  the  shares.   The
consultant company has returned these shares.

During the year ended June 30, 1996, the Company issued 3,715,818
shares  of common stock, to unrelated third parties for services.
The issuances were valued at prices ranging from $.11 to $.73 per
share.

Capital Contributions

During  the period from inception to June 30, 1995 and  the  year
ended  June  30,  1996, certain officers of the  Company  forgave
$217,000 and $24,100, respectively, of accrued salaries which are
recorded   as   capital   contributions   in   the   accompanying
consolidated financial statements.

Common Stock Issued for Debt

During the year ended June 30, 1996, the Company issued 1,230,097
shares  of  common  stock in satisfaction of  $130,000  of  notes
payable, 700,000 shares of which were issued to an officer of the
Company for $70,000 of notes payable.

Exercise of Warrants

In  connection  with the bankruptcy reorganization,  the  Company
issued  860,999  of  each "A", "B", and "C" warrants  to  certain
holders  of  the Company's common stock.  The "A", "B",  and  "C"
warrants  were  exercisable at $.40, $1.00, and $2,00  per  share
until  April  12,  1993,  April 10, 1994, (subsequently  extended
until June 30, 1995) and April 10, 1995, respectively.


On  April  12, 1993, the remaining 129,578 "A" warrants  expired.
During the period from May 10, 1995 to June 30, 1995, 30,000  "B"
warrants were exercised providing $30,000, to the Company.  As of
June 30, 1995, the remaining 545,558 "B" warrants and 860,999 "C"
warrants had expired.

Preferred Stock

The  Board  of  Directors  has  designated  1,000,000  shares  of
preferred  stock  as Series A Convertible Preferred  Stock.   The
Series A Convertible Preferred Stock is non-voting, has an  issue
price  and  a  liquidation preference of  $1  per  share  and  is
convertible into common shares of the Company at the closing  bid
price  of  the  Company's common stock  on  the  date  notice  of
conversion is received; provided, however, that no conversion may
be made unless and until the closing bid price shall have reached
$10 per share for more than 20 consecutive trading days prior  to
the date of conversion.  The Company has the option to redeem the
Series  A Preferred Stock at $1.00 per share.  At June 30,  1996,
420,000  shares  of  Series A Preferred  Stock  were  issued  and
outstanding  related  to the acquisition of the  office  building
described in Note 5.

The  Board  of  Directors  has  designated  1,500,000  shares  of
preferred  stock  as Series B Convertible Preferred  Stock.   The
Series B Convertible Preferred Stock is non-voting, has an  issue
price and liquidation preference of $5 per share, subordinate  to
the  $1  liquidation  preference  of  the  Series  A  Convertible
Preferred  Stock,  and is convertible into one  share  of  common
stock  shares  of  the Company at the closing bid  price  of  the
Company's  common  stock  on the date  notice  of  conversion  is
received,  provided,  however, that no  conversion  may  be  made
unless  and until the closing bid price shall have reached  $7.50
per  share for more than 20 consecutive trading days prior to the
date  of  conversion.   The holders are due a  cumulative  annual
dividend  equal  to  10%  of the issue  price  of  the  Series  B
convertible  Preferred Stock, as calculated on June  30  of  each
year.   The  Company  has  the option  to  redeem  the  Series  B
Convertible Preferred Stock at $5 per share.  At June  30,  1996,
no Series B Convertible Preferred Stock was outstanding.

The  Board  of  Directors  has  designated  1,500,000  shares  of
preferred  stock  as  Series C Redeemable  Convertible  Preferred
Stock.   The Series C Redeemable Convertible Preferred  Stock  is
non-voting, has an issue price and liquidation preference of  $10
per  share,  subordinate to the $1 and $5 liquidation preferences
of  the  Series A convertible Preferred Stock and  the  Series  B
Convertible  Preferred Stock , respectively, and  is  convertible
into common share of the Company at the closing bid price of  the
Company's common stock on the date of their notice of conversion.
The  Company  has  the option to redeem the Series  C  Redeemable
Convertible Preferred Stock at $10 per share.  Subsequent to June
30,  1996, the Company issued 180,000 39,767 shares of  Series  C
Redeemable  Convertible Preferred Stock in  connection  with  the
acquisition of DCL (Note 12).


Note 10 - Income Taxes

As  of June 30, 1996, total deferred tax assets, liabilities  and
valuation allowance are as follows:

<TABLE>
<CAPTION>
<S>                                          <C>
    Deferred tax assets resulting from net        
     operating loss carryforwards          $1,248,000
     Valuation allowance                   (1,248,000)
                                              
                                           $       -
</TABLE>

Certain  of  the  Company's net operating losses are  subject  to
annual  limitations on the amount that may be deducted.  At  June
30,  1996,  the  Company had net operating loss carryforwards  of
approximately $3,670,000 which, will expire through 2011.


Note 11 - Commitments and Contingencies

Employment Agreements

In  October 1994, Key Comm entered into two three-year employment
agreements  with two former officers which contain  self-renewing
terms, subject to the option of the Company to terminate the self-
renewing  provision  near the end of each term.   The  agreements
provide  severance benefits under certain conditions,  of  either
one times annual salary payable upon termination of employment or
the  annual salary payable upon termination of employment or  the
remainder  due  under  the  agreement.  The  aggregate  estimated
contingency under these agreements at June 30, 1995 is  $260,000.
The  agreements also contain a non-compete clause which  requires
the former officer employee to pay Key Comm liquidated damages of
$75,000  each  if the clause is violated.  During December  1995,
these  two  officers  employees  were  terminated  by  Key   Comm
allegedly  for  cause.   As of June 30, 1996,  these  two  former
officers  employees  were  owed $25,835  for  notes  payable  and
$62,450  for  accrued wages which are accrued in the accompanying
consolidated financial statements.

In  September  1996, the former employees filed  suite  for  non-
payment  on the notes and for accrued wages with a response  from
the Company is an answer due November 5, 1996.

Lease Agreement as Lessor

On  December 1, 1994, Key Car entered into a two-year lease  with
an  unrelated individual, leasing the land and building as a used
car  lot.  The tenant was granted an option to purchase the  land
and  building for $500,000 through November 30, 1996  subject  to
the  payment  of certain minimum option payments which  would  be
applied against the purchase price.  As of June 30, 1996, $20,000
was  received as an option payment.  Minimum future  rentals  due
Key Car under the lease for June 30, 1997 is $19,311.

Property held for lease:

<TABLE>
<CAPTION>
<S>                                             <C>                                              
     Land and building                     $   392,214
     Less accumulated depreciation             (15,875)
                                              
                                           $   376,339
</TABLE>

Advertising Agreement

On December 13, 1995, the Company entered into a three-year Media
Purchase  Agreement with a privately held company.   The  Company
issued  5,200,000  shares of common stock  valued  at  $1,300,000
($.25  per  share)  for a partially prepaid  purchase  order  for
$1,950,000 worth of media advertising.  As the Company  purchases
advertising, it must pay one-third of the price in cash  and  the
remaining  two-thirds is paid for by the privately held  company.
In  addition,  the  Company has granted  an  option  to  purchase
1,000,000 shares of the Company's common stock at $.25 per  share
exercisable for five years.  The $1,300,000 value of  the  common
stock  issued  for future services is included as a reduction  to
stockholders' equity at June 30, 1996.

Consulting Agreement

During  fiscal  1996,  the  Company  entered  into  a  six  month
agreement  with  an  unrelated company to raise  equity  for  the
Company  or identify certain acquisition candidates.   Under  the
terms  of  the  agreement, the company is  to  receive  1,000,000
shares  of  the Company's common stock and a five year option  to
acquire  5,000,000  shares  of common stock  with  the  following
terms:

     1,000,000  shares at $1.50 when the Company's  stock  trades
     for $3.00 for 20 consecutive days

     2,000,000  shares at $2.00 when the Company's  stock  trades
     for $3.50 for 20 consecutive days

     2,000,000  shares at $2.50 when the Company's  stock  trades
     for $4.00 for 20 consecutive days

Additionally,  the company could receive common  stock  based  on
terms  related to equity financing it arranges.  During the  term
of  the  consulting  agreement, the  company  identified  Network
Teleports, Inc. as a potential acquisition candidate (Note 5) and
as  a  result, the Company has escrowed 1,000,000 shares for  the
finders  fee  contingent on the completion  of  the  acquisition.
Upon  completion,  the company will receive the  above  mentioned
option to acquire 5,000,000 shares of common stock. No additional
compensation was earned by the company under the contract  before
its expiration.

Stock Valuation Guarantees

The  Company issued value guarantees to two purchasers of  common
stock  to  issue shares equal to the difference between the  cash
price  per  share at the date of acquisition and $.20 per  share.
The  Company  has  not issued the shares as the  individuals  are
currently in litigation with the Company as discussed below.  The
maximum shares the Company would have to issue is 566,667 shares.

Litigation

In  December  1995,  several noteholders filed  a  complaint  for
involuntary  dissolution and for appointment  of  a  receiver  of
Comtec.   On January 4, 1996, one of the plaintiffs was  in  fact
appointed as receiver of Comtec, however, that order was  vacated
by  the  court  on  January 12, 1996.  The Company  has  filed  a
counter  claim  against the plaintiff in the original  case.   No
determination can be made at this time as to the potential  range
of settlement or the likelihood of a favorable outcome to Comtec.
The case is scheduled for jury trial in September 1997.

Additionally, the plaintiff has also filed for foreclosure of its
deed  of  trust on the Company's commercial property  located  in
Parker  Park,  Colorado, based on the Company's  failure  to  pay
monthly  payments  to  the plaintiff.  The property  secured  the
Company's  obligations  on the Company's  main  office  building,
which  was  purchased from the plaintiff on March 30, 1995  (Note
5).   Foreclosure is scheduled for November 4, 1996.  The Company
is  attempting  to  cure the default which  is  estimated  to  be
approximately $104,000 to stop the foreclosure action.

Comtec  filed  an  action to evict a builder, who  was  occupying
space  in  the building owned by Comtec, for nonpayment of  rent.
The  builder  was  also  the contractor for  tenant  finish  work
performed to the building owned by Comtec.  The builder  counter-
sued  Comtec for amounts allegedly owed for tenant finish on  the
property.  Management believes that it is remote that the builder
would  be  awarded any material amount in this  litigation.   The
case is scheduled for trial on October 20, 1997.

A  suit was filed on September 30, 1996 alleging that the Company
breached the terms of a consulting agreement.  The Company is  to
respond by November 5, 1996.

A  suite was filed on September 30, 1996 alleging nonpayment of a
promissory note in the principal amount of $35,000 plus  interest
which  is  included  in  the accompanying consolidated  financial
statements.  The Company is to respond by November 5, 1996.
                                

Share Repurchase

At   June  30,  1996,  the  number  of  shares  of  common  stock
outstanding along with the following:

     Shares issued subsequent to June 30, 1996
     The Series A Convertible Ppreferred Sstock conversion
     features
     The  options outstanding on the media contract and  the
     finders fee
     The conversion of the Key Car preferred stock to Comtec
     common stock
     The contingent shares under the value guarantees
     The return of the shares issued in conjunction with the
     terminated acquisition
     Conversion of Key Car preferred stock to common stock
     Shares to be issued in subsequent acquisition of DCL
     Shares reserved for the Company's incentive stock option
     plan

Exceed  the  total authorized common stock by 11,352,8984,226,024
shares.   Should the above transactions occur, the Company  would
be  required to repurchase 11,352,8984,226,024 shares in the open
market.   The  average bid/ask price per share as of October  11,
1996  is  $.85  per share resulting in a contingent liability  of
approximately $9,649,963 as of June 30, 1996.

On March 29, 1996, the Board of Directors approved a common stock
reverse  split  in  an  amount to be  determined  by  the  Board.
Additionally,  On  October  25,  1996,  the  Board  of  Directors
approved an increase in the number of authorized shares of common
stock  from 50,000,000 to 100,000,000.  The stockholders  of  the
Company  have  not  approved  these  transactions  with  a  proxy
statement  expected to be sent in the second  quarter  of  fiscal
1997.


Note 12 - Subsequent Events

License Acquisition

On  April 29, 1996, Comtec executed an acquisition agreement with
DCL  Associates, Inc. (DCL) to purchase options to  approximately
2,4502,435  SMR  licenses currently under  management  agreements
with  DCL  for  approximately$500,000   $150,000  cash,  $700,000
$1,400,000 of common stock and 180,000 39,767 shares of Series  C
rRedeemable  cConvertible  pPreferred sStock  (Series  C)  stated
value  of $1,800,000 approximately $400,000.  The Series  C  have
mandatory  redemptions in one-third increments  at  closing,  and
every  six months after until fully redeemed.  On August 6, 1996,
the   Company   released  from  escrow  $149,127,  which   amount
represents  the  cash portion of the agreement which  is  due  at
closing  and has subsequently issued 2,800,000 shares  of  common
stock in satisfaction of $700,000 of the common stock portion and
all  39,767  shares of Series C Redeemable Convertible  Preferred
Stock  .   The  Company is proceeding with the  issuance  of  the
Company's  common  stock  and preferred stock  as  the  remaining
closing  obligation to finalize this acquisition.  Subsequent  to
August 6, 1996, approximately 1,05500 of the licenses expired.

Private Placement Offering

In  September, the Company entered into a best efforts  agreement
with an underwriter to sell 1,000,000 units, each unit consisting
of  one  share  of Series B convertible preferred stock  and  one
common  stock warrant, for $5.00 per unit in a private  placement
offering.   Each warrant will entitle the holder to purchase  one
share  of  the Company's common stock at $3.00 per  share  for  a
period  of two years.  Sixty days after the offering, the Company
can redeem the warrants at $.001 per warrant with 30 days written
notice.  There is no assurance the Company will be successful  in
completing the private placement.