UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

        For  the  quarterly  period  ended  September  30,  2001
                                           ---------------------

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

                       Commission file Number: 0 - 22678
                                               ---------

                                QUADRACOMM, INC.
          (Formerly RF TECHNOLOGY, INC. & PM Management Systems, Inc.)
          ------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                     Colorado                  84 - 1193941
           -------------------------------  -------------------
          (State or other jurisdiction of    (I.R.S. Employer
           incorporation or organization)   Identification No.)

                 8019 N. Himes Ave., Suite 401, Tampa, FL  33614
                 -----------------------------------------------
                     (Address of principal executive office)

                                 (813) 496-9191
                                 --------------
                            Issuer's telephone number

State  the  number  of  shares  outstanding  of  each  of  the  Issuer's
common  equity  as  of  the  last  practicable  date:

                      19,670,250 shares effective 12/15/01

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


<PAGE>
                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----
PART  I  -  FINANCIAL  INFORMATION

Item  1.  Financial  Statements                                              3

      Consolidated Balance Sheet as of September 30, 2001 and 2000
      (unaudited)                                                            3

      Consolidated Statements of Operations for the nine months ended
      September 30, 2001 and 2000 and for the period from January 1, 1996
      to September 30, 2001 (unaudited)                                      4

      Consolidated Statements of Changes in Stockholders' Equity
      (unaudited)                                                            5

      Consolidated Statements of Cash Flows for the nine months ended
      September 30, 2001 and 2000 and for the period from January 1, 1996
      to September 30, 2001(unaudited)                                       6

      Notes to Consolidated Financial Statements (unaudited)                 7

Item  2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         11

PART II  -  OTHER INFORMATION                                               13

SIGNATURES                                                                  13


                                        2
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

ITEM  1.FINANCIAL  STATEMENTS.

<TABLE>
<CAPTION>
                                            QUADRACOMM, INC.
                                (FORMERLY P.M. MANAGEMENT SYSTEMS, INC.)
                                      (A DEVELOPMENT STAGE COMPANY)
                                       CONSOLIDATED BALANCE SHEETS
                                       SEPTEMBER 30, 2001 AND 2000
---------------------------------------------------------------------------------------------------




                                                                                2001        2000
                                                                            ------------  ---------
<S>                                                                         <C>           <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                      $     3,236   $  6,382
  Inventory                                                                 $     3,518
                                                                            ------------  ---------
    Total Current Assets                                                          6,754
                                                                            ------------  ---------
EQUIPMENT & FURNITURE
  Office Equipment & Furniture (net of depreciation of $14,124)                  35,077        200
                                                                            ------------  ---------

OTHER ASSETS
  Miscellaneous advances (less allowance of $369,520)                                 1
  Deposits and other                                                             16,360     20,000
                                                                            ------------  ---------
    Total Other Assets                                                           16,361
                                                                            ------------  ---------

      TOTAL                                                                 $    58,192   $ 26,582
                                                                            ============  =========




                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable & Accrued Expenses                                           779,858     24,350
  Notes Payable                                                                 198,975
                                                                            ------------  ---------
    Total Liabilities                                                           978,833     24,350
                                                                            ------------  ---------

STOCKHOLDERS' EQUITY
   Preferred stock-No par value in 1999; $.001par value per share in 2000
     10,000,000 shares authorized; no shares issued in 2000
  Common Stock - No par value in 1999; $.001 par value in 2000
    100,000,000 shares authorized; shares issued and outstanding
    21,270,250 and 7,060,000,  respectively                                       7,655     94,150
   Paid-in Capital                                                              780,695
  Deficit accumulated during the development stage                           (1,708,991)   (91,768)
  Treasury stock                                                                              (150)
                                                                            ------------  ---------
    Total Stockholders' Equity                                                 (920,641)     2,232
                                                                            ------------  ---------

      TOTAL                                                                 $    58,192   $ 26,582
                                                                            ============  =========
</TABLE>


                        See Notes to Financial Statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                   QUADRACOMM, INC.
                       (FORMERLY P.M. MANAGEMENT SYSTEMS, INC.)
                            (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENT OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
            AND FOR THE PERIOD FROM JANUARY 1, 1996 TO SEPTEMBER 30, 2001
------------------------------------------------------------------------------






                                                                   SINCE
                                        2001         2000     JANUARY 1, 1996
                                     -----------  ----------  ----------------
<S>                                  <C>          <C>         <C>
SALES                                $    11,506  None        $          8,161

COST OF SALES                              2,486  None                   1,967
                                     -----------              ----------------

GROSS MARGIN                               9,020                         6,194
                                     -----------              ----------------

EXPENSES
  General and Administrative             881,979      13,418         1,173,036
  Impairment of Acquired Net Assets      369,521                       161,478
  Depreciation and Amortization            6,389                         6,383
                                     -----------  ----------  ----------------
            Total  Expenses            1,257,889      13,418         1,340,897
                                     -----------  ----------  ----------------

NET LOSS                             $ 1,248,869  $   13,418  $      1,334,703
                                     ===========  ==========  ================







LOSS PER SHARE                       $     0.078  $    0.002
                                     -----------  ----------


WEIGHTED AVERAGE NUMBER OF SHARES     16,169,163   7,060,000
                                     -----------  ----------
</TABLE>


                        See Notes to Financial Statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                           QUADRACOMM, INC.
                                               (FORMERLY P.M. MANAGEMENT SYSTEMS, INC.)
                                                    (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                      FOR THE PERIOD FROM JANUARY 1, 1996 TO SEPTEMBER 30, 2001
--------------------------------------------------------------------------------------------------------------------------------



                                                                                                            DEFICIT ACCUMULATED
                                                  PREFERRED   COMMON STOCK AND                                  DURING THE
                                                    STOCK      PAID-IN CAPITAL                  TREASURY        DEVELOPMENT
                                      SHARES          $            SHARES             $          STOCK             STAGE
                                    -----------  -----------  -----------------  ------------  ----------  ---------------------
<S>                                 <C>          <C>          <C>                <C>           <C>         <C>
Balance, January 1, 1996             1,000,000   $    1,000         10,000,000   $ 1,999,150   $    (150)  $            (75,000)

Cancellation of outstanding
      shares                                                        (7,980,000)   (1,925,000)


                                    -----------  -----------  -----------------  ------------  ----------  ---------------------
Balance, December  31, 1996          1,000,000   $    1,000          2,020,000        74,150        (150)               (75,000)

Net Loss
                                    -----------  -----------  -----------------  ------------  ----------  ---------------------
Balance, December 31, 1997           1,000,000   $    1,000          2,020,000        74,150        (150)               (75,000)

Net Loss
                                    -----------  -----------  -----------------  ------------  ----------  ---------------------
Balance, December 31, 1998           1,000,000   $    1,000          2,020,000        74,150        (150)               (75,000)

Net Loss                                                                                                                 (4,350)
                                    -----------  -----------  -----------------  ------------  ----------  ---------------------
Balance, December 31, 1999           1,000,000   $    1,000          2,020,000        74,150        (150)               (79,350)

Cancellation of preferred stock     (1,000,000)      (1,000)                           1,000
Cancellation of treasury stock                                                          (150)        150
Stock split (3 for 1)                                                4,040,000
Shares issued for technology                                         1,000,000
Sale of common shares                                                  198,000       198,000
Shares issued for services                                               1,600         1,600
Net Loss                                                                                                               (380,772)
                                    -----------  -----------  -----------------  ------------  ----------  ---------------------

Balance, December 31, 2000          None         None                7,259,600   $   274,600   None        $           (460,122)

Sale of common shares                                                2,860,650       505,995
Issuance of shares for
     acquisition                                                       100,000           100
Issuance of shares for collateral                                       50,000
S-8 Consulting contract shares                                      11,000,000
Net Loss                                                                                                             (1,248,869)
                                    -----------  -----------  -----------------  ------------  ----------  ---------------------

Balance, September 30, 2001         None         None               21,270,250   $   780,695   None        $         (1,708,991)
                                    ===========  ===========  =================  ============  ==========  =====================
</TABLE>


                        See Notes to Financial Statements


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                               QUADRACOMM, INC.
                                   (FROMERLY P.M. MANAGEMENT SYSTEMS, INC.)
                                        (A DEVELOPMENT STAGE COMPANY)
                                     CONSOLIDATED STATEMENT OF CASH FLOWS
                             FOR THE NINE MONTHS END SEPTEMBER 30, 2001 AND 2000
                        AND FOR THE PERIOD FROM JANUARY 1, 1996 TO SEPTEMBER 30, 2001
                        -------------------------------------------------------------


                                                                                               Since
                                                                       2001        2000      January 1,
                                                                                                1996
                                                                   ------------  ---------  ------------
<S>                                                                <C>           <C>        <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net Income (Loss) From Operations:                                 $(1,248,869)  $(12,418)  $(1,334,703)
Add: Non-Cash Items
    Depreciation and Amortization                                        6,387                    6,382
    Allowance for doubtful advances                                    329,307                  166,331
    Allowance for impairment of acquired net assets                    161,478                  161,478
    Payment of expenses with common stock                                                         1,600
Changes in Assets and Liabilities:
     Miscellaneous receivables                                        (329,307)                (166,331)
     Deposits                                                          (15,960)                 (16,360)
     Accounts payable & other liabilities                              638,296     20,000       812,885

                                                                   ------------  ---------  ------------
Net Cash From (To) Operating Activities                               (458,668)     7,582      (368,718)
                                                                   ------------  ---------  ------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Acquisition of Equipment                                               (28,886)      (200)      (49,201)
Purchase of technology                                                            (20,000)
                                                                   ------------  ---------  ------------
Net Cash From (To) Investing Activities                                (28,886)   (20,200)      (49,201)
                                                                   ------------  ---------  ------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Proceeds from sales of common stock                                    397,052     20,000       420,109
Notes Payable                                                           90,893                   (2,190)
Cancellation of preferred stock                                                    (1,000)
                                                                   ------------  ---------  ------------
Net Cash From (To) Financing Activities                                487,945     19,000       417,919
                                                                   ------------  ---------  ------------

Increase (Decrease) in Cash                                                391      6,382             0
CASH BALANCE, BEGINNING                                                  2,845                        0
CASH BALANCE, ENDING                                               $     3,236   $  6,382   None
                                                                   ============  =========  ============


SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
   The Company has issued 1,600 common shares in payment
     of certain expenses; 100,000 common shares for an
     acquisition; and 50,000 shares as collateral, and 11,000,000
     shares for consulting contracts.
</TABLE>


                        See Notes to Financial Statements


                                        6
<PAGE>
                                QUADRACOMM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
--------------------------------------------------------------------------------


1.  HISTORY:
------------

The entity was incorporated under the laws of the State of Colorado on March 13,
1992  under  the name Processed Based Management, Inc.; filed a Form 10 with the
Securities and Exchange Commission on March 11, 1993; made a Regulation D filing
on  July  30, 1993; and, changed its name to PM Management Systems, Inc., on May
5,  1994.  On September 2, 1994 the entity declared a one for one stock dividend
and  in  September 1994 acquired all of the units of a certain limited liability
company  for  7,980,000  of  its common shares.  The acquisition transaction was
reversed  in  December  in  1995  and  the  7,980,000 common shares returned and
cancelled.  During  the  period  from  January 1996 to 2000, the entity has been
dormant.

In  January 2000 the name was changed to RF Technology, Inc. and a three for one
split was declared.  Subsequently in December 2000 the Articles of Incorporation
were  amended  to  increase  the  authorized  common  shares  to 100,000,000 and
preferred  shares  to 10,000,000 and the par value was changed from no par value
to a par value of $.001 per share for both the common and preferred shares.  The
name of the corporation was changed to QuadraComm, Inc. (hereinafter "Company").

Also  in  2000  and  2001,  the  Company  has embarked upon a program of seeking
operating  entities to acquire.  In that connection, it has entered into letters
of  intent  and a form of merger agreements to acquire certain of the operations
entities.  As of December 31, 2000 and June 30, 2001, none of the agreements had
been  finalized.  An  agreement was finalized in August of 2001. As of September
30,  2001,  additional  letters of intent have been entered into, with no formal
agreements  finalized.

Effective  January  1,  2001 the Company acquired International Prepaid Systems,
Inc.,  for  100,000 shares of common stock and $50,000 in cash.  As of September
30,  2001,  the  common  shares  had  been  issued; however, payment of the cash
portion  has  been  deferred.  The acquired entity is in the business of issuing
prepaid  telephone  cards  via  vending  machines.

2.  BASIS  OF  ACCOUNTING:
-------------------------

The  financial  statements  of  the  Company have been prepared in United States
dollars  in  accordance  with  accounting  principles  generally accepted in the
United  States.    Certain reclassifications have been made to conform the prior
year  data  to  the  current  year  presentations.

The  financial  statements  of  the Company as of September 30, 2001 and for the
period  then  ended  have been prepared on the basis that the Company is a going
concern,  which  contemplates  the  realization  of  assets  and satisfaction of
liabilities  in  the  normal  course  of  business.  At  September  30, 2001 the
Company's  assets  totaled  $58,192 and current liabilities aggregated $978,833.
For  the  period  from  inception  (January  1, 1996) to September 30, 2001, the
Company  has  incurred,  losses  totaling $1,248,869. Such losses, together with
revenues  of  an immaterial amount, has significantly impacted the liquidity and
capital resources of the Company, and raises substantial doubt about the ability
of  the  Company  to  continue  as  a  going  concern.  No adjustments have been
recorded  in  the financial statements of the Company to reflect the uncertainty
of  the  going concern and the related realization of assets and satisfaction of
liabilities.


                                        7
<PAGE>
Management  expects to achieve its future cash needs from a combination of sales
of  its  equity  securities  and  borrowings,  pending  attainment of profitable
operations.


3.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:
---------------------------------------------------

     CASH AND CASH EQUIVALENTS:  Cash and cash equivalents are comprised of cash
and  highly  liquid  investments  with  a  maturity of three months or less when
purchased.  The  Company  had  no  cash  equivalents  as  of September 30, 2001,
December  31,  2000  and  1999.

     EQUIPMENT  :  Equipment  is  stated  at  acquisition  cost.  The  cost  of
replacements,  renewals,  and  betterments,  that  neither add materially to the
value  of  the  equipment and furniture, nor appreciable prolong their lives are
charged  to  expense  as  incurred.  Depreciation  is  provided  using  the
straight-line  method  over  the  estimated  useful  lives  of  five  years.
 .
     INCOME  TAXES:  The  provision (benefit) for income taxes is based upon the
pre-tax  earnings  (loss)  reported  in  the  financial statements, adjusted for
transactions that may never enter in the computation of income taxes payable.  A
deferred  tax  asset  or  liability  is  recognized for the estimated future tax
affect  attributable  to  temporary differences in the recognition of income and
expenses  for  financial  statements  and  income  tax  purposes.  A  valuation
allowance  is provided in the event that the tax benefits are not expected to be
realized.

     EARNINGS (LOSS) PER SHARE:  Earnings (loss) per common share are based upon
the  weighted  number  of  common  shares  outstanding  during  the  period.

     USE  OF  ESTIMATES:  The  preparation of 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  financial  statements  and  the  reported  amounts of revenues and expenses
during  the reporting period.  Actual results could differ from those estimates.

     REVENUE  RECOGNITION:  Revenues will be recognized upon the delivery of the
products  and  services


                                        8
<PAGE>
     RESEARCH  &  DEVELOPMENT,  ADVERTISING,  AND  START-UP  COSTS:  Research  &
development, advertising, and start-up costs are charged to expense as incurred.

     CONCENTRATIONS  OF  RISK  and  CREDIT  RISK:   Company  operations have not
commenced, and hence there is no concentration or credit risk.  The Company does
not  have  a material concentration of accounts receivable or other credit risk.

     IMPAIRMENT  OF  LONG-LIVED ASSETS:  The Company recognizes charges from the
impairment of its long-lived assets, when it believes that its long-lived assets
have  been  impaired.

     FINANCIAL  INSTRUMENTS:  Assets  and liabilities, as a matter of accounting
policy,  are  reflected  in the accompanying financial statements at values that
the  Company  considers  to  represent  their  respective  fair  values.

4.  MISCELLANEOUS  ADVANCES:
----------------------------

During  2000 and 2001, the Company has made certain advances to, and/or incurred
certain expenses on behalf of other entities, aggregating approximately $369,521
to  business  units  that  it  expects to acquire or merge.  Because there is no
assurance  nor  explicit  collateral  or  agreements  for  the repayment of such
amounts,  an  allowance  of  like  amount  has  been  recorded.

5.  INCOME  TAXES:
------------------

The  Company will need to realize profits to utilize the accumulated losses that
aggregated  $1,248,869 as of September 30, 2001.  Further, because of the nature
of the losses they may not be deductible, except in reduced amounts over various
periods  of  time.  Accordingly,  because  of  these  uncertainties, a valuation
allowance  of an equal amount was established because the benefit is more likely
than  not  to  be  lost.

6.  COMMON  AND  PREFERRED  STOCK:
----------------------------------

Common  Stock:  The  Company  is  authorized  to issue 100,000,000 shares of its
--------------
$.001  par  value  common  stock,  of  which  21,270,250  were outstanding as of
September  30,  2001.  Dividends  are  payable  upon declaration by the board of
directors,  and  the common shares do not have pre-emptive rights nor cumulative
voting  rights.

Preferred  Stock:  The  Company  is authorized to issue 10,000,000 shares of its
-----------------
$.001  par  value  preferred  stock.  No  preferred  shares  were  issued  and
outstanding as of September 30, 2001.  The board of directors of the Company may
issue the preferred stock in series and may determine the rights and preferences
of  each  series.


                                        9
<PAGE>
7.  SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  ITEMS:
--------------------------------------------------

The  company  entered  into  a  number  of Consulting Contracts during the third
quarter  of  2001.  In exchange for services to be provided over the next twelve
months,  the  Company  issued  11,000,000  shares  of  common stock. The various
consulting  contracts  were entered into to allow the company to seek additional
funding, identify potential merger and acquisition candidates, and other related
services.  As  of  September 30, 2001, there has been no progress made under the
contracts  due  to  the  current  market  conditions.


8.  SUBSEQUENT  EVENTS  -  R.F.  SCIENTIFIC,  INC.
--------------------------------------------------

In  August  2001,  the  Company  entered into an agreement with R.F. Scientific,
Inc.(RFS),  a  Florida  Corporation  for  a  merger  of  RFS into the Company in
exchange for stock and cash. The agreement was later amended in November of 2001
which  changed  the agreement to a strictly stock for stock exchange. Under this
agreement,  RFS  would  become  a  wholly  owned  subsidiary of the Company. The
Company  issued 12,500,000 shares to RFS and received 500,000 shares of RFS. The
Company  also  advanced  the  Company  $202,875  as  an  advance for operations.

Due  to  complications  with the merger details and the effects of the September
terrorist  actions,  RFS  and  the  Company agreed to "unwind" the entire merger
agreement.  RFS  has  returned  the  12,500,000  shares  of common stock and the
Company has cancelled such shares. The Company returned the 500,000 of RFS stock
as  well. The Company and RFS are in negotiations over the return of the advance
fees of $202,875. Such agreement has not been fully executed, but is expected to
be  completed  and  the  Company will receive a promissory note from RFS for the
advances, payable over a period of twenty four months. The first payment will be
due  in  March  of 2002 bearing interest at 1.75% over the Bank of America LIBOR
rate.

9.  SUBSEQUENT  EVENTS  -  FUTURECOM  GLOBAL,  INC.
---------------------------------------------------


The  Company has committed to issue 250,000 shares of restricted common stock to
FutureCom  Global,  Inc.  in  exchange  for  a cash infusion of $7,500 effective
November  19,  2001.  As of December 28, 2001, such shares have not been issued.


                                        10
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

The  following  discussion  should  be read in conjunction with the accompanying
unaudited financial statements for the period ended September 30, 2001 (prepared
by  management).

                Special Note Regarding Forward Looking Statements

Certain  statements  in  this report may constitute "forward-looking statements"
within  the  meaning  of  the  Private Securities Litigation Reform Act of 1995.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates,"  and  "should,"  and  variations  of  these  words  and  similar
expressions,  are  intended to identify these forward-looking statements. Actual
results may materially differ from any forward-looking statements.  Factors that
might cause or contribute to such differences include, among others, competitive
pressures  and  constantly  changing  technology  and  market  acceptance of the
Company's  products  and  services.  The  Company  undertakes  no  obligation to
publicly  release  the  result  of  any  revisions  to  these  forward-looking
statements,  which may be made to reflect events or circumstances after the date
hereof  or  to  reflect  the  occurrence  of  unanticipated  events.

Plan  of  Operation
-------------------

During  the  first  three  quarters  of  the  year  ending  December  31,  2001,
QuadraComm,  Inc.  (the  "Company")  continued to implement its detailed plan of
acquiring  a  specific  technology base of communications products and services.
During  the  fourth  quarter  of  year  ended December 31, 2000, the Company had
identified,  and  initiated  discussions  with,  four private companies that had
specific  technologies  of  interest  to  the  Company and that had expressed an
interest  in  becoming  part of the Company.  As such, management of the Company
had  been  negotiating  acquisition  agreements  with  each  of the four private
companies.  The  plan  was  to  roll  each  company  into the Company as the due
diligence  process  was completed for each, and as the necessary outside funding
became  available  to  support  the  closing  of  the  acquisition.

The  Company  intends  to  have  an array of products and services that includes
prepaid  phone  cards  and  non-bank  ATM  machines;  acquisition,  repair,
refurbishment and sale of pagers and cellular handsets; and participation in the
development  of  Africa  Region  telecommunications.

Other companies and other products and services have been continually identified
and researched as possible additional candidates for acquisition or some form of
joint  participation.  For  instance, the Company has now finalized an agreement
with  a leader in the natural speech voice messaging market that will enable the
Company  to  become  a  primary  international distributor of telephone reminder
systems  and services. Contracts with licensees have been initiated, but not yet
closed.


                                        11
<PAGE>
Management  continued  the  review  and development of the previously identified
research  and  development  activities with potential international application;
however, no final conclusions were reached during the current quarter concerning
economic  and  technical  viability. The search for other products and companies
has  been  broadened  through  contracts  with several outside consultants in an
effort  to  increase  the  Company's asset base, broaden its product and service
offerings,  and  improve  shareholder  value  over  the  long  term.

The  tightness  of the investment market in technology, and more specifically in
telecommunications  products  and  services, however, has made raising funds for
the  Company's  expansion  extremely  difficult.  Several promising participants
decided  to  wait for better market conditions.  Finally, the events surrounding
mid-September  made  the  money-raising  efforts  practically  impossible.  As a
result,  most of the planned acquisition activities are on hold until conditions
improve.  Since  the  planned  acquisitions  proved  to  be  unaffordable,  the
consulting  efforts were also abandoned for the immediate term.  Once conditions
improve,  the  Company  will  re-evaluate  its  direction  and  expansion.

During  the  first  quarter of 2001, International Prepaid Systems, Inc. ("IPS")
was  formally  acquired and business was initiated. However, the availability of
investor  financing will generally determine the timing for IPS business growth.
Test  markets have been introduced by IPS management on a limited basis with the
placement  of  vending  machines  for  the  sale  of  prepaid phone cards in the
Southwestern  region  of  the United States. In spite of phone card competition,
the  Company  believes  there  are  niche  markets that offer significant growth
opportunities  if  managed  and  controlled  properly.

At the end of the second quarter of 2001, the contract for the acquisition of RF
Scientific,  Inc.,  the transportable communications systems company in Orlando,
Florida,  was  finalized and later closed during August, 2001. Due to subsequent
events  outside  of  the  control  of  the  Company, such as the downturn in the
economy, market conditions and the lack of expansion funding, the companies were
unable to effectively continue operations as a combined entity. As a result, the
Boards  of  Directors  of  both  the  Company and RF Scientific have resolved to
"unwind"  the  acquisition transaction effective on the original closure date in
August  2001,  and  to  return  the  two companies as close as possible to their
positions  immediately  preceding  the  closing  of  the  merger.

Several  alternatives  for  financing  are  being  pursued  by management of the
Company  to  provide  access  to  funding  needed  to  continue  the  Company's
acquisitions and expansion when the economy improves.  Initial sources are being
utilized  as  much  as possible to keep the Company operating at minimal levels.
In  the  interim,  mergers  with  other  companies  are  being investigated as a
possible alternative.  The Company is in the midst of finalizing an agreement to
acquire  another  company in what would effectively be a reverse takeover of the
company  by the shareholders of the acquired company.  Both companies are in the
midst  of  conducting due diligence activities.  No final agreement has yet been
reached  by  either  party,  but  the  negotiations  continue.


Liquidity  and  Capital  Resources
-------------------------------

Generated  revenues  will  be  paced  by the Company's ability to find expansion
avenues  where  sales  activities  already  exist or to fund operational working
capital  and  expansion  in  the  acquisitions  it  can  affordably  close.

Significant  revenue  from  any existing opportunities is not expected until the
first quarter of next year. In the interim, minimal funding is being provided by
loans  from  various  officers,  directors, private investors and friends of the
company.  Equity funding and/or loans from outside sources are necessary for the
Company  to  meet  its  objectives  for  stability  and  growth.

The  Company  may  not  be  successful  in its efforts to raise equity financing
and/or  to  generate  enough  revenue  to sustain its operations. There is doubt
regarding  the  Company's  ability  to  continue  as  a  going  concern.


                                       12
<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

     None.

ITEM  2.  CHANGES  IN  SECURITIES.

The  12,500,000 shares of the Company's common stock that had been issued to the
shareholders  of  RF  Scientific,  Inc.  during  the  third  quarter  of 2001 in
connection  with  the  acquisition  of RF Scientific, Inc. have been returned to
the Company  as  part  of  the  "unwinding"  activities.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

     Not  Applicable.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS.

     None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

The  Company  intends to file an amendment to the Form 8-K dated August 21, 2001
disclosing  the  unwinding  of  the  merger  transaction  with  RF  Scientific.


                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.


                                       QUADRCOMM,  INC.



Date: December 28, 2001                By: /s/ Robert Ellis
      -------------------                  -------------------
                                           Robert Ellis
                                       Title: Director, President, &
                                              Acting  CFO


Date: December 28, 2001                By: /s/ John Hockins
      -------------------                  -------------------
                                           John Hockins
                                       Title: Director, Treasurer & Secretary


                                       13
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