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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------

                                  FORM 10-KSB/A
(Mark One)
          [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES AND EXCHANGE ACT OF 1934
                      For the fiscal year ended December 31, 2001

                                       OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ____________ to _________________

                         Commission file number 1-11686

                          CYCOMM INTERNATIONAL INC.
                (Name of Small Business Issuer in Its Charter)

        Wyoming                                          54-1779046
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)


         1420 Springhill Road, Suite 420, McLean, Virginia        22102
             (Address of Principal Executive Offices)          (Zip Code)

        Issuer's telephone number, including area code: (703) 903-9548

        Securities registered under Section 12(b) of the Exchange Act:
                                   Common Stock, without par value
                                (Title of Class)

 Securities registered under Section 12(g) of the Exchange Act: Common Stock
                                                            without par value

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 registrant's 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. [ ]

Issuer's revenues for its most recent fiscal year.  $5,122,320

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant on March 30, 2002 was approximately $7,454,386
(based on the closing sale price of $0.11 per share at which the stock was sold
on March 30, 2002).

The number of shares outstanding of the issuer's class of Common Stock, no par
value, as of March 30, 2002, 67,767,149 shares

                       Documents Incorporated by Reference
(1) Definitive Proxy Statement for 2001 Annual Meeting of Stockholders

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




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                                TABLE OF CONTENTS

 PAGE


                                    Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section16(a) of the Exchange Act.......       3

Item 10.  Executive Compensation..................................       4

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management..............................................       6

Item 12.  Certain Relationships and Related Transactions..........       7

Signatures........................................................       8







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                                    PART III

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

Directors

ALBERT I. HAWK
Albert I. Hawk, 42, is Chairman of the Board of Directors and Chief Executive
Officer of Cycomm International since May 1996. From 1993 to May 1996, Mr. Hawk
was Managing Director of Corstone Corporation, a private merchant banking and
professional services firm specializing in telecommunications and information
technologies. Mr. Hawk has invested in and served as founder, executive officer
and director of numerous high growth companies.

JAMES L. BLAND
Jim Bland, 43, is President and Chief Operating Officer Cycomm International
since March 2002.  From 1994 to 2000, Mr. Bland was CEO of Datalux
Corporation a private manufacturer of rugged wireless computer hardware.  Mr.
Bland is also the founder and Managing Director of InterPhase Consulting
specializing in commercialization of new technologies in the
telecommunications and computing markets.  Mr. Bland currently invests in and
serves on the board of a variety of technology companies.

HUBERT R. MARLEAU
Hubert R. Marleau, 52, has served as a director since November 1993 and has
served as president and Chief Executive Officer of Palos Capital Corp., a
private merchant bank, since January 1998.  Mr. Marleau was a founder and
Chairman and Chief Executive Officer of Marleau Lemire Inc., a large,
independent broker dealer in Canada, from January 1989 to December 1997.  Mr.
Marleau serves on the Boards of numerous public and private companies,
including Cinar Films Inc., Herzfeld Caribbean Basin Fund Inc., Liquidation
World Inc., Uni-Select Inc., US Global Strategies Fund Ltd. and US Masters
Holding Ltd.

STEPHEN SPARKS
Stephen Sparks, 44, has served as a director since September 1999 and is the
Chief Executive Officer of Sparks Personnel.  Mr. Sparks has founded and been
a director and officer for several high growth companies in the Washington,
D.C. area, including Customer Care Solutions, MedOne Staffing and Seven Locks
Broadcasting Company.

LT. GEN. THOMAS P. STAFFORD
Lt. Gen. Thomas P. Stafford (USAF-Retired), 70, served as a director from
November 1996 through March 2002.  Gen. Stafford is the Vice Chairman of
Stafford, Burke & Hecker.  After serving as an astronaut and piloting Gemini
VI and commanding Gemini IX and Apollo X, the first lunar module flight to
the moon, Gen. Stafford retired in 1979 from the U.S. Air Force as Deputy
Chief of Staff for Research, Development and Acquisition.  Gen. Stafford
serves on the Boards of numerous public and private companies, including
Allied Signal Inc., CMI, Inc., Seagate Technologies, Tremont Inc.,
Wheelabrator Technologies, Inc., Timet, Inc. and Tracer, Inc.  Gen. Stafford
retired from Cycomm's Board of Directors effective March 15, 2002.


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Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires Cycomm's directors
and executive officers and persons who own more than ten percent of a registered
class of Cycomm's equity securities to file with the SEC reports of ownership
and changes in ownership of Cycomm's common stock. Directors, executive officers
and greater than ten percent stockholders are required by SEC regulations to
furnish Cycomm with copies of all Section 16(a) forms they file. Based solely on
a review of the copies of these reports furnished to Cycomm or written
representations that no other reports were required, we believe that during
fiscal year 2001, all our directors, executive officers and greater than ten
percent beneficial owners complied with these requirements.

ITEM 10.    EXECUTIVE COMPENSATION

The following tables set forth the compensation earned by our Chief Executive
Officer, and other executive officers whose salaries exceeded $100,000 in the
fiscal years 2001 and 2000:

                                                  Long-Term
                     Annual Compensation         Compensation
Name and
Principal                                         Other Annual      All Other
Position     Year    Salary   Bonus  Compensation  Options(#)    Compensation(1)

Albert I.
 Hawk         2001   $240,000   ---        ---            ---            ---
 President    2000    240,000  25,000      ---            ---            ---
 and
 Chief
 Executive
 Officer
Michael D.
 Perrine (2)  2001   $63,466    ---      ---            ---           $1,784
 President -  2000   150,000   20,000    ---            ---            4,693

Mobile
Computing
 division
Clinton M.
 Nye (3)      2001   $100,000 $18,000    ---            ---           $2,440
 Vice         2000      5,385   2,000    ---            ---            ---
 President
 of Sales
Robert M.
 Hutton       2001   $104,583 $10,000    ---            ---           $3,150
 Vice         2000     83,327  20,000    ---            ---            3,178
 President
 of
 Finance

 (1) Includes amounts contributed by Cycomm to the 401(k) Plan. Cycomm
contributes an amount equal to 50% of the eligible employees contribution to the
401(k) Plan, not to exceed 3% of the employees earnings.

(2)   Mr. Perrine was terminated effective June 1, 2001

(3)   Mr. Nye was hired on December 13, 2000

Option Grants in Last Fiscal Year

Cycomm granted 125,000 options with an exercise price of $0.29 to Clinton M.
Nye, Vice President of Sales, on March 19, 2001. These options expire on
December 29, 2005. No other options were granted to executive officers in the
year ended December 31, 2001.



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Aggregated Options Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table sets forth information with respect to options exercised by
officers in the fiscal year ended December 31, 2001 and the value of such
officers' unexercised options at December 31, 2001.


                                Number of Shares
                                   Underlying                  Value of
         Shares                    Unexercised                Unexercised
        Acquired                   Options at             In-the-Money Options
           On       Value       Fiscal Year-End(#)       at Fiscal Year-End($)
                               --------------------      ----------------------
 Name   Exercise(#)Realized($)Exercisable Unexercisable ExercisableUnexercisable

Albert
 I.
 Hawk    ---        ---       1,400,000        ---         ---         ---
Clinton
 M.
 Nye     ---        ---          62,500      62,500        ---         ---
Robert
 M.
 Hutton  ---        ---         125,000        ---         ---         ---









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ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table shows beneficial ownership of shares of the Company's common
stock as of March 31, 2002 by: persons known to the Company to be the beneficial
owners of more than 5% of Cycomm's Common Stock; and stock ownership of all
directors and officers of the Company as a group:

                                                                         Percent
    Name and Address of         Amount and Nature of            of
     Beneficial Owner           Beneficial Ownership        Class(1)(2)

Special Situations Funds            5,223,490(3)               7.2%
153 E. 53rd Street
51st Floor
New York, NY 10022

Albert I. Hawk                      3,821,754(4)               5.5%
1420 Springhill Rd.
Suite 420
McLean, VA 22102

Stephen Sparks                      2,197,840(5)               3.2%
1420 Springhill Rd.
Suite 420
McLean, VA 22102

Hubert Marleau                        636,076(6)               0.9%
Lt. Gen. Thomas P. Stafford           360,400(7)               0.5%
Robert M. Hutton                      125,000(8)               0.2%
Clinton M. Nye                         62,500(9)               0.1%
All officers and Directors          7,203,570                 10.2%
as a group (4 persons)

(1) Pursuant to applicable rules of the Securities and Exchange Commission,
    shares of Common Stock which were not outstanding as of March 31, 2002, but
    which were subject to issuance within 60 days of March 31, 2002 are deemed
    to be outstanding for purposes of computing the percentage ownership.

(2) Beneficial owners have sole voting and investment powers with respect to
    shares of Common Stock actually held on March 31, 2002, except where
    indicated otherwise.

(3) Includes stock purchase warrants to acquire an aggregate of 5,223,490
    shares.

(4) Includes stock purchase options to acquire an aggregate of 1,400,000 shares
    and stock purchase warrants to acquire an aggregate of 652,936 shares.

(5) Includes stock purchase warrants to acquire an aggregate of 652,936
    shares.

(6) Includes stock options to acquire an aggregate of 125,000 shares of common
    stock.

(7) Includes stock options to acquire an aggregate of 150,000 shares.

(8) Includes stock options to acquire an aggregate of 125,000 shares.

(9) Includes stock options to acquire an aggregate of 62,500 shares.



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ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In April 1997, Cycomm loaned certain officers, directors and employees an
aggregate of $184,000 in order to purchase 92,000 shares of the Company's common
stock in a private transaction. The loans were secured by the common stock,
accrued interest at 5.9% and were due April 30, 2002. As of December 31, 2001,
principal of $127,520 was outstanding, however, as a result of the decrease in
value of the underlying stock, Cycomm has recorded a valuation allowance against
the entire balance. The loans are reflected as contra equity accounts in the
accompanying balance sheet, and have values of $0 and $66,714 for the years
ended December 31, 2001 and December 31, 2000, respectively.

Cycomm subleases office space from Corstone Corporation, which previously
employed Cycomm's Chief Executive Officer and former Chief Financial Officer.
Corstone is a merchant banking firm that provided consulting services to Cycomm
prior to 1998. These consulting services included financial, legal and
administrative services. Consulting fees of $17,500 were paid to Corstone in
2001. No consulting fees were paid to Corstone for the year ended December 31,
2000. In the year ended December 31, 2001, Cycomm paid $168,509 in rent and
office expenses to Corstone. The Chief Executive Officer and former Chief
Financial Officer have no direct or indirect ownership interest in Corstone
Corporation.

On September 20, 1999, Cycomm received an investment of $500,000 from Stephen
Sparks in the form of a convertible debenture. On March 31, 2000, the
convertible debenture and related accrued interest were converted into 1,034,904
shares of Cycomm's common stock. In connection with this investment, Mr. Sparks
was appointed to Cycomm's Board of Directors. Mr. Sparks owns several businesses
in the Washington, DC area including a temporary employee staffing company.
Cycomm occasionally uses Mr. Sparks' company for temporary employee staffing,
and is charged standard rates for their services.

Cycomm has an employee staff leasing agreement with ProLease, a company in which
Cycomm's Chief Executive Officer holds a minority ownership interest. Under this
agreement, ProLease is the employer of record for Cycomm's U.S. employees and
handles payroll processing, payroll tax and benefit administration, and other
human resources functions. Cycomm's U.S. employees are eligible to participate
in ProLease's 401(K) plans and health insurance benefits packages. Cycomm is
charged standard rates for ProLease's services.

In January 2000, Cycomm raised capital through a private equity placement of
common stock with a group called Special Situations Funds LLC ("SSF"). In
connection with this private placement, some of our officers and directors
invested money in Cycomm at the same terms offered to SSF. The amounts invested
by each officer and director are listed below:

      Name of                             Shares of Common
Officer or Director    Amount Invested     Stock Received     Warrants Received

Albert I. Hawk             $250,000            500,000             652,936
Stephen Sparks              250,000            500,000             652,936
Palos Capital               250,000            500,000               ---
Corp(1)


(1)    Palos Capital Corp is an independent broker dealer in which Hubert R.
Marleau has an ownership interest


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                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
had duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                          CYCOMM INTERNATIONAL INC.


Date:       April 30, 2002               By:  /s/ Albert I. Hawk
                                                  Albert I. Hawk
                                                  President and
                                                  Chief Executive Officer
                                                 (Principal Executive Officer)


                                        By:  /s/ Robert M. Hutton
                                                 Robert M. Hutton
                                                 Vice President of Finance
                                                (Principal Accounting Officer)


      In accordance with the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.


By: /s/  Albert I. Hawk                            April 30, 2002
         Albert I. Hawk,
         Chief Executive Officer

By: /s/  James L. Bland III                        April 30, 2002
         James L. Bland III, President

By: /s/  Hubert Marleau                            April 30, 2002
         Hubert Marleau, Director

By: /s/  Steven Sparks                             April 30, 2002
         Steven Sparks, Director









Exhibit 23.1