<PAGE>

                     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, 2000

                                       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 Identification No.)
 incorporation or organization)

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.  $3,432,129

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant on March 30, 2001 was approximately $7,356,757
(based on the closing sale price of $0.22 per share at which the stock was sold
on March 30, 2001).

The number of shares outstanding of the issuer's class of Common Stock, no par
value, as of March 30, 2001, 33,439,808 shares

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...........................................       5

Item 12.  Certain Relationships and Related Transactions..........       6

Signatures........................................................       7










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                                       3


                                    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, 41, is Chairman of the Board of Directors, President 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.

HUBERT R. MARLEAU
Hubert R. Marleau, 51, 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.

LT. GEN. THOMAS P. STAFFORD
Lt. Gen. Thomas P. Stafford (USAF-Retired), 69, has served as a director since
November 1996 and is 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.

STEPHEN SPARKS
Stephen Sparks, 43, has served as a director since September 1999 and is the CEO
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.

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

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                                       4


fiscal year 2000, 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 2000 and 1999:


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


Albert I.
<S>          <C>  <C>      <C>        <C>             <C>            <C>
 Hawk        2000 $240,000 $25,000      ---            ---            ---
 President
 and Chief   1999  240,000   ---        ---         1,000,000         ---
 Executive
 Officer
Michael D.
 Perrine     2000 $150,000 $20,000      ---            ---           $4,693
 President - 1999  150,000   ---        ---          175,000         $3,900
 Mobile
 Computing
 division
</TABLE>

 (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.

Option Grants in Last Fiscal Year

No options were granted to executive officers, directors or employees in the
year ended December 31, 2000.

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, 2000 and the value of such
officers' unexercised options at December 31, 2000.


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

Albert
<S>       <C>        <C>      <C>             <C>         <C>         <C>
 I. Hawk   ---        ---      1,800,000       ---         ---         ---
Michael
 D.
 Perrine   ---        ---        250,000       ---         ---         ---
</TABLE>











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                                       5


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, 2000 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
<TABLE>
<CAPTION>
    Name and Address of         Amount and Nature of            of
     Beneficial Owner           Beneficial Ownership        Class(1)(2)

<S>                                 <C>                        <C>
Special Situations Funds            8,000,000(3)               21.4%
153 E. 53rd Street
51st Floor
New York, NY 10022

Albert I. Hawk                      3,018,818(4)               8.5%
1420 Springhill Rd.
Suite 420
McLean, VA 22102

Stephen Sparks                      2,034,904(5)               6.0%
1420 Springhill Rd.
Suite 420
McLean, VA 22102

Hubert Marleau                        636,076(6)               1.9%
Lt. Gen. Thomas P. Stafford           494,134(7)               1.5%
All officers and Directors          6,183,932                 16.9%
as a group (4 persons)
</TABLE>

(1) Pursuant to  applicable  rules of the  Securities  and Exchange  Commission,
shares of Common  Stock which were not  outstanding  as of March 31,  2001,  but
which were subject to issuance within 60 days of March 31, 2001 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, 2001,  except where  indicated
otherwise.

(3)  Includes  stock  purchase  warrants to acquire an  aggregate  of  4,000,000
shares.

(4) Includes stock purchase  options to acquire an aggregate of 1,800,000 shares
and stock purchase warrants to acquire an aggregate of 500,000 shares.

(5) Includes stock purchase warrants to acquire an aggregate of 500,000 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 170,000 shares.







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                                       6


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 Cycomm's common
stock in a private transaction. At December 31, 2000, amounts outstanding under
these loans total $127,520 in principal and $27,664 in accrued interest
receivable. The loans are secured by the common stock, bear interest at 5.9% and
are due April 30, 2002. Cycomm has recorded a valuation allowance of $88,470
against the receivable and the net balance of $66,714 is reflected as a contra
equity account on Cycomm's balance sheet. The amounts loaned to current officers
and directors and the accrued interest as of December 31, 2000 are listed below:


<TABLE>
<CAPTION>
   Name of Officer or     Amount of Loan  Accrued Interest as of
        Director                                  12/31/00

<S>                          <C>                   <C>
Albert I. Hawk               $ 44,836              $9,726
Hubert R. Marleau               4,076               3,789
Lt. Gen. Thomas P.              8,734               2,755
 Stafford
</TABLE>


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. No consulting fees were paid to Corstone for the years
ended December 31, 2000 and 1999. In the year ended December 31, 2000, Cycomm
paid $102,780 in rent and office expenses to Corstone. The Chief Executive
Officer and former Chief Financial Officer have no equity 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. Cyomm'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.




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                                       7


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:

<TABLE>
<CAPTION>
     Name of                       Shares of Common
    Officer or     Amount Invested  Stock Received   Warrants Received
     Director

<S>                   <C>               <C>               <C>
Albert I. Hawk        $250,000          500,000           500,000
Stephen Sparks          250,000         500,000           500,000
Palos Capital           250,000         500,000             ---
 Corp(1)
</TABLE>



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



                                   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:       March 28, 2001          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)



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                                       8


      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                                 March 28, 2001
      ------------------------------------------
      Albert I. Hawk, President and
      Chief Executive Officer

By:    /s/  Hubert Marleau                                  March 28, 2001
     -------------------------------------
      Hubert Marleau, Director

By:    /s/   Ret. Gen. Thomas A. Stafford                   March 28, 2001
     --------------------------------------
      Lt. Gen. Thomas A. Stafford, Director (USAF - ret)

By:    /s/ Steven Sparks                                    March 28, 2001
     -------------------------------------------
      Steven Sparks, Director