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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ----------------


                                 FORM 10-KSB/A

                                Amendment No. 2

(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the Fiscal Year ended December 31, 2002

|_| 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 000-28885

                           Q COMM INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

                   Utah                                   87-0674277
       (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)

                  1145 South 1680 West, Orem, Utah 84058-4930
                    (Address of principal executive office)

                   Issuer's telephone number: (801) 226-4222

   Securities registered under Section 12(b) of the Exchange Act: None

   Securities Registered under Section 12(g) of the Exchange Act: Common Stock,
par value $.001 per share

   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 issuer 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 is not contained in this form, and no disclosure will be
contained, to the best of the issuer'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. |X|

   For the year ended December 31, 2002, the revenues of the issuer were
$24,028,002.

   As of March 28, 2003, 21,115,668 shares of the issuer's common stock were
outstanding. The aggregate market value of the issuer's common stock held by
non-affiliates as of March 28, 2003, based on the closing price on the OTC
Bulletin Board of the National Association of Securities Dealers of $0.63 on
that date) was approximately $10,997,764.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE
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                           Q COMM INTERNATIONAL, INC.
                          Form 10-KSB/A Annual Report

                               TABLE OF CONTENTS

<TABLE>
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<S>           <C>
                                                                                                                     Page
PART I                                                                                                               ----
  Item 1.     Description of Business .............................................................................    2
  Item 2.     Description of Property .............................................................................   16
  Item 3.     Legal Proceedings ...................................................................................   16
  Item 4.     Submission of Matters to a Vote of Security Holders .................................................   16
PART II
  Item 5.     Market for Common Equity and Related Stockholder Matters ............................................   17
  Item 6.     Management's Discussion and Analysis or Plan of Operations ..........................................   18
  Item 7.     Consolidated Financial Statements ...................................................................   25
  Item 8.     Changes in and Disagreements With Accountants on Accounting and Financial
               Disclosure .........................................................................................   43
PART III
  Item 9.     Directors and Executive Officers ....................................................................   44
  Item 10.    Executive Compensation ..............................................................................   46
  Item 11.    Security Ownership of Certain Beneficial Owners and Management and Related
               Stockholder Matters ................................................................................   48
  Item 12.    Certain Relationships and Related Transactions ......................................................   50
  Item 13.    Exhibits, List and Reports on Form 8-K ..............................................................   51
  Item 14.    Control and Procedures ..............................................................................   51
SIGNATURES ........................................................................................................   52
CERTIFICATIONS ....................................................................................................   53
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                                INTRODUCTORY NOTE

   This Amendment No. 1 to the Registrant's Annual Report on Form 10-KSB for
the year ended December 31, 2002, as filed by the Registrant on March 31, 2003,
is being filed to expand and clarify disclosure under: (i) Item 1. Description
of Business; (ii) Item 5. Market for Common Equity and Related Stockholder
Matters; (iii) Item 12. Certain Relationships and Related Transactions; and (iv)
Item 13. Exhibits and make other minor changes.

                                     PART I

Item 1. Description of Business

Overview

   Our historical business has consisted of the purchase and resale of prepaid
telephone products through point of sale terminals that we provide and that are
located in retail establishments in the United States, Puerto Rico and,
recently, Canada. Having initially used third-party software and equipment to
support these sales, in September 2002 we introduced our new proprietary Qxpress
system, which includes the Qxpress 200 terminal and the software used in our
data center to process purchases of prepaid products. We expect to experience
substantial growth in our historical business while expanding our product line
to include a broad range of other prepaid products and to provide transaction
processing and information management services to other vendors of prepaid
products, both in the United States and abroad.

   The Qxpress system is designed to replace the traditional distribution
system for prepaid products, which consists of vouchers and hard cards that
must be purchased by the retail merchant and that are subject to a number of
problems, including loss, theft and inventory financing and management issues.
The new Qxpress system can support the sale of a broad range of prepaid
products, in electronic format, from a single terminal placed in convenience
stores and other retail establishments. Using an appropriately enabled Qxpress
200 terminal, a retail merchant can sell wireless telephone time, wireline
long distance service or other telephone products, add credit to a prepaid
credit card, facilitate cash transfers or sell other prepaid products. In
general, the prepaid product is sold in the form of a personal identification
number, or "PIN," that the customer can use to add telephone time or credit
card credit by calling the provider of the product or to transfer cash by
providing the PIN to the recipient. The consumer pays for the product by
paying the retail establishment in which the terminal is located. The terminal
records the transaction and sends the relevant information to our data center
where it is processed and accounting and transaction records are generated.
Revenue from these purchases is split among the retail merchant, the broker
that placed the terminal with the retail merchant, Q Comm and the provider of
the prepaid product.

   Transaction processing and information management services are used by many
different businesses in a variety of contexts. For example, credit card
companies are significant users of these services for post-paid transactions.
Our system is designed to accommodate transactions involving virtually any
prepaid product that can be delivered electronically. Within the prepaid
transaction market, our initial focus has been on the telecommunications
market. Telecommunication carriers, such as Verizon, Cingular, T Mobile and
AT&T sell their prepaid wireless services either directly or through
distributors who purchase these products at rates significantly lower than
those that could be obtained by individual consumers and small businesses.
These distributors often purchase prepaid telecommunication products from
different carriers, then resell these products in smaller quantities to their
established networks of retail outlets, such as convenience stores, check
cashing stores, newsstands, grocery stores and discount stores. Qxpress can
also be used to sell and reload prepaid credit cards and we anticipate that it
will be able to accommodate money transfer services by the end of June 2003.

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Electronic Processing of Prepaid Products

   Distribution systems for prepaid products such as wireless telephone
service, phone cards, debit cards, money transfers and currency exchange have
generally failed to take full advantage of advances in electronic processing
technology. For example, prepaid telecommunication products have generally
been sold in the form of a card or voucher with a PIN number printed on it.
Financial transactions, such as money transfer or currency exchange have
generally required the consumer to go to a bank, telegraph office or other
facility providing the required service.

   Electronic processing systems such as our Qxpress system enable these
transactions to be available through a single terminal that can be installed
at an almost unlimited number of commercial locations and that can offer a
wide range of different prepaid options. The electronic nature of the
transaction can offer a variety of efficiencies when compared to traditional
distribution methods. A few of these potential efficiencies are described
below.

   Reduction in distribution costs, carrying costs and shrinkage. There are
three fundamental problems with the traditional hard card or voucher system
for delivering prepaid wireless and wireline telecommunication products: high
distribution costs; high carrying costs; and shrinkage. Carriers sell the hard
cards to brokers who resell them to the retail outlets. The carriers print the
cards and ship them to brokers who, in turn, store the cards and ship them to
retail stores. The retailers depend on the brokers to provide to them with a
sufficient number of cards to meet their demand. Both the brokers and
retailers have to allocate valuable working capital to maintain an adequate
inventory of cards. For example, based on informal discussions we have had
with distributors and merchants, we have found that a convenience store may
stock up to $18,000 worth of hard cards at any given time in various
denominations and from different carriers. A broker may service hundreds of
convenience stores, requiring it to maintain inventory valued in the millions.
If a retailer does not have a particular card in stock, it loses a potential
sale. In addition, theft is a significant problem for many retailers who carry
hard cards because the cards are usually readily accessible, easy to conceal
and have an intrinsic value. An electronic processing system reduces theft
risk. It also permits better inventory management for distributors and
merchants by eliminating the need to stock cards with variety of specific
numbers of minutes and by permitting "just-in-time" inventory purchasing
program.

   Improved transactional data. Because traditional prepaid wireless
transactions are virtually anonymous and because carriers are not involved
directly in the sale, carriers have very little information regarding prepaid
wireless transactions. They do not know any demographic information about the
buyers. An electronic system maintains the anonymity of individual users but
permits better demographic data collection by creating an electronic record of
each transaction showing the time, value and location of each purchase.

   Improved distribution of financial services. An appropriately enabled
point-of-sale activation system that can process a wide variety of financial
transactions, including replenishing prepaid credit cards, funds transfers and
currency exchanges, permits the consumer to engage in these kinds of
transactions in his or her neighborhood and at almost all hours.

The Prepaid Wireless Market

   In a prepaid wireless transaction, the consumer pays for a fixed number of
minutes in advance. In the traditional distribution format, to purchase
prepaid wireless products, a consumer purchases a card, referred to in the
industry as a "voucher", "scratch card" or "hard card", which entitles the
holder to a specific number of minutes based on the value of the card. In
order to activate his service, the customer must call the 800 number printed
on the card and enter the PIN printed on the card. The carrier then credits
the minutes to the consumer's phone number. The carrier records usage and
deducts the time as the minutes are used. Once all the minutes are used up,
the consumer must purchase a new card.

   Several carriers provide prepaid wireless services in the United States and
Canada. They offer time increments in values ranging from $10 to $200 with
most purchases being in the $30 to $120 range. Various carriers provide their
prepaid plans bundled with the purchase of a phone. Prepaid plans typically
allow the end-user 30 to 90 days to use the allotted airtime. If not used, the
minutes are forfeited at the end of the period. However, a consumer can keep
the remaining time if he extends their service before the existing plan

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expires. There can be significant differences between the carriers in terms of
quality of equipment, quality of service and plan features, such as voice
mail, call waiting and three-way calling.

   The prepaid wireless market, although the dominant wireless market in most
of the world, has had limited use in the United States and Canada, where it
has been targeted primarily at consumers whose credit history and economic
condition will not support an application for post-paid service. Accordingly,
prepaid wireless has been more expensive on a per minute basis than post-paid
wireless, in part because the target market had no effective alternative and
in part because carriers looking to build and maintain a stable customer base
disfavored prepaid customers who could more easily discontinue service than
could postpaid customers on a contract.

   As competition among wireless carriers has intensified, carriers have become
increasingly interested in prepaid service and have made changes in their
distribution systems in an attempt to attract to prepaid plans not only the
credit challenged but also those with good credit histories who, for various
reasons, may prefer a prepaid plan. This has resulted, among other things, in
a faster reduction in per-minute charges for prepaid services than for
postpaid services and the narrowing of the cost gap between the two
alternatives. As a result, Frost & Sullivan projects that the United States
market for prepaid wireless services will grow from $5.7 billion in 2001 to
$14.3 billion in 2005, a compound annual growth rate of 25.85%, and that the
number of subscribers for prepaid wireless services will grow from 13.3
million to 34.8 million during the same period.

   As a part of their effort to promote prepaid plans, the carriers have
generally been supportive of improvements in the distribution chain that allow
prepaid wireless products to be more widely and conveniently available to
consumers. Electronic systems, such as our Qxpress system, have the potential
to promote efficiency in the distribution of prepaid products generally and
therefore have the potential to increase the attractiveness of prepaid
products to consumers and merchants and to reduce distribution costs for
prepaid products. At the same time, many carriers are experimenting with the
Internet as a medium to provide product replenishment to prepaid subscribers.
The use of the Internet may offer various advantages to carriers, including
the ability to bypass the traditional distribution network. We view Internet-
based systems as competitive with our system. However, we believe that the
traditional point-of-sale distribution networks will remain robust in order to
meet the needs of consumers who do not have Internet access or credit cards or
who have an immediate need to replenish telephone time when they are not able
to connect through the Internet.

   The market for wireless telecommunication products in general and prepaid
telecommunication products in particular is in a state of rapid change. In
order to succeed in the prepaid telecommunication products, we will be
required to anticipate and respond appropriately to market developments as
they occur.


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The Q Comm Solution

   Qxpress is an integrated electronic point-of-sale activation and management
information system that addresses many of the challenges to the prepaid
products distribution system. The Qxpress system provides retailers, brokers
and suppliers a network that facilitates and processes transactions for
multiple prepaid products, collections, and custom reporting. It includes an
attractive, compact, proprietary point of sale terminal, proprietary software,
data center functionality and transactional communications/protocols and
professional services, which include customer and technical support. The
combination of the data center and the terminal not only processes
transactions but also provides a suite of information management tools to
assist merchants, brokers, carriers and others in the distribution chain.

   Terminal hardware. Our initial point-of-sale activation system terminal was
a commercially available product with limited functionality. It can only
support a limited number of products and does not have the ability to support
transaction processing services such as sales and management reports. We use
this terminal in over 1,000 locations but plan to gradually replace all of the
original terminals with our new Qxpress 200 terminal.

   In the third quarter of 2002, we began shipping the Qxpress 200 terminal,
our custom-designed, proprietary point-of-sale activation system terminal. The
Qxpress 200 terminal, which is about the size of a telephone and sits on the
checkout counter, features a significantly improved aesthetic design as well
as additional functionality that significantly improves distribution
efficiencies at the retail counter and in the back office. The new features
include a large terminal face that make the operation of the Qxpress 200 unit
intuitive for the first time user and even faster for the seasoned employee
and an interactive training module. Each terminal also incorporates a 3-track
magnetic stripe reader, multi-level password security, unique entry, unique
denomination, real-time PIN and PIN-less transaction capability, and 128-bit
encryption technology in concert with TCP/IP and proprietary protocols. TCP/IP
-- Transmission Control Protocol/Internet Protocol -- are the Internet
standard communication protocols that have been adopted so devices connected
to the Internet, principally computers, can communicate with one another.
Security is enhanced by efficient and speedy two-way information flow. Each
terminal can support multiple platforms, methods, suppliers, categories,
products and foreign currencies and languages. A streaming media display reads
like a tiny, electronic billboard that consumers view during purchases -- an
effective means to enhancing brand awareness or to introduce new products.

   All steps required to initiate a prepaid transaction are contained within a
particular sequence of specifically designed screen displays. The information
that is displayed depends on the particular task or product sequence initiated
by the user. The sales process is implemented by the retailer inputting
product selection, language, denomination, password and print or cancel. The
retailer enters all of the relevant information, including the vendor and the
transaction amount, by depressing various keys on the terminal. The terminal
prints the PIN, simple activation instructions and any other relevant
information on a blank card that the retailer keeps in stock. The transaction
is reported to our data center on either a just-in-time or real-time basis
over a standard telephone line. PINs are transferred from the data center to
the terminal at the same time.

   The terminal's media display screen is designed to create a point of
purchase awareness for the consumer. The media display screen is positioned to
face the consumer as they approach the checkout counter in an effort to engage
additional purchasing behavior. The prepaid product market changes frequently
with name changes, different rates, different destinations, and specials of
the month. Currently, any `product change' information, special or other
promotion is handled in paper form or by using sales personnel to deliver the
message. The media display messaging is managed solely at the data center
where proprietary instructions customize the information that is sent to an
individual terminal or group of terminals. The messaging may have come from a
variety of sources including the retailer, broker, carrier or other
advertiser. The display itself is two rows of 40 characters configured in a
Fluorescent Vacuum Display internal to the terminal. The messaging size is
dynamic up to 256 characters per message with scrolling, flashing, top-to-
bottom movement capability that can be implemented in an attempt to gain
consumers' attention and action.

   Dynamically allocated interactive training is available on the Qxpress 200
terminal via the merchant display screen. When the retailer initiates a
training session, the terminal sends a training request to the data

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center. The data center queries its database and gathers information on
products and services that are currently supported by the terminal making the
request. This information is compiled into a series of interactive display
screens with training scripts focusing on only the current product line of
that terminal. This real-time dynamic allocation of information means that the
retailer is exposed only to training material pertaining to products being
sold at that location. The training is timely and focused, rather than
generalized and dated.

   Data center. The data center is the key to the overall function of the
Qxpress system, serving as an inventory and information hub for the
distribution of prepaid products. At the same time that we developed the
Qxpress 200 terminal, we also developed new software for our data center and
new communication protocols that allow for two-way communication between the
data center and the terminals. The data center electronically distributes
prepaid products to the terminals and the terminals report all of their
transactions to the data center where the information is stored to connect our
terminals to the data center. The communications protocols, which work in
conjunction with the Qxpress 200 terminals and data center, create a flexible
delivery platform for multiple services formats, including real-time, just-in-
time and batch inventory distribution, PIN and PIN-less transactions. These
methods enable efficient restock, quick product additions, and reporting and
management capabilities. Through our data center, we are also able to offer
electronic automated clearing house, or ACH, services, which automatically
transfers funds from the merchants' accounts to our account, eliminating the
need for billing and collecting, as well as detailed accounting, inventory,
sales, transaction and other management information reports for the retailers,
brokers and providers. In addition, the system controls the advertising
message on the back face of the terminal, can produce custom-designed text and
graphics for card backs. The system also works as a mechanism to process
traditional magnetic swipe transactions. Finally, the data center and
communication protocols are TCP/IP-enabled to allow the system to connect to
all types of devices and communications and enterprise systems. As a result,
our system can also be integrated with third-party point-of-sale hardware/
communications systems to provide an interface with installed legacy
equipment.

   The Qxpress system has the ability to produce terminal reports on demand and
in real-time. The data center keeps all sales, product inventory, and terminal
metrics current in its database. When a retailer initiates a report request,
the terminal processes this request and passes it to the communications
server. The communications server validates the request and passes the request
to the reports engine, which gathers the request data from its database and
returns the requested information back to the terminal. The terminal then
formats the information into a report and prints the report using the onboard
thermal printer.

   Communications between the terminal and data center are accomplished by
using a proprietary transmission protocol. This transmission protocol involves
communicating to and from the communications server and the terminal. Each
transaction is handled in its entirety with no parsing to multiple
destinations. There are two communications modes that can be initiated by the
terminal: just-in-time and real-time. Each product has a unique code
associated with it denoting the communication methodology for the product. The
terminal keys off of the type of product being requested in order to
successfully complete the communication requirements.

   The just-in-time communications protocol supports our just-in-time solution.
Just-in-time provides for dynamic assessment and deployment of PIN inventory
versus the standard batch-to-batch based on time or level. The just in time
process is not limited to the product type only, but rather applies also to
the denomination level, allowing for a queue and dynamic assessment to be
established for the lowest level in the product tree. Qxpress is able to
establish a queue of PINs by denomination. This queue is dynamic in the number
of PINs that may be deployed to each queue based on an activity assessment.
This queue is adjusted to meet the demands of the retailer and the just-in-
time inventory methodology. Each denomination queue provides the PIN that is
printed on demand at the point of sale. Following the completion of the
transaction, the terminal establishes a connection to the data center and
downloads all relevant data needed to capture and report this individual
transaction to all parties involved. In addition, during the download
connection, a PIN of equal value and type is sent from the data center to the
queue. As prepaid services inventories continue to escalate, the just-in-time
methodology establishes some additional benefits to the merchant and the
carriers by providing the PIN or product on demand while allowing for
diminishing number of PINs required at the point of purchase.

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   The real-time communications supports any transaction that needs to have a
real-time element to it. A real-time process is usually required in PINless or
immediate crediting environments. This process marries the terminal and the
data center to accomplish the transaction.

   Transaction Processing. We currently process transactions from one primary
and two remote data centers. We administer all of our data centers from our
headquarters. Our primary data center is located in Lindon, Utah and has
multiple backup power sources. Our secondary facility is located in our
headquarters in Orem, Utah. We process transactions originating on our LDC
terminals at a data center maintained by LDC Direct in Atlanta, Georgia. In
addition, a data center that we recently set up for a customer in Montreal,
Canada is fully capable of functioning as a backup facility. To ensure
redundancy, our Lindon and Orem data centers use different physical and
network infrastructures. Both centers have adequate telephone and data access
and we purchase telephone and network services from multiple vendors. Either
center is capable of acting as the sole processing facility for all of our
transactions in the event of a failure of the other center and all transaction
data is reported to both locations.

   Our transaction processing facilities run on industry standard Intel based
hardware. We use SUSE Linux for our operating system. We use multiprocessor,
RAM laden servers with RAID Level 5 on every system. We use MySQL as the
platform for the back end data store and PHP scripting in conjunction with
Java servlets for the administration tools. All information is stored in the
back end data store that is also fully encrypted and secure. All data is
backed up a minimum of once per day. The data store is replicated across
physical platforms constantly so that there are always at least two copies of
critical data at any given point in time. Backups are stored off site in a
secure facility. The administration web site uses 128-bit SSL running on an
Apache web server. Java servlets and applications are run using Tomcat
application server. Our networks are secured by Cisco's Netscreen product. We
use VPN technology to connect data centers and secure data transfer between
hosts and Cisco Netscreen technology to facilitate and manage VPN's. All
information is secured from the terminal using 128-bit Blowfish encryption.

   The Qxpress system is monitored each minute by at least two stations outside
our network. Engineers are notified promptly of any problems or performance
degradations. The monitoring system aggressively tests the system from end-to-
end to determine that all terminals in the field can sell products and report
transactions. Software, hardware and network engineers are on call 24 hours a
day, 7 days a week.

Growth Strategy

   Our goal is to become the leading provider of transaction processing and
information management services for prepaid products. In order to achieve this
goal we must expand our distribution network of brokers and distributors,
increase the number of products and services that we sell and develop new
applications and products.

   We will seek to expand our presence in the prepaid telecommunications market.
We believe that the prepaid telecommunications market by itself presents an
attractive opportunity for us. Currently, we purchase wireless
telecommunications products from 10 carriers and distribute Qxpress 200 through
more than 50 brokers, agents and other intermediaries. We believe we can expand
our existing relationships with carriers and independent sales organizations as
well as enter into new relationships to purchase and distribute prepaid
telecommunication products and services. For example, we recently entered into
an agreement with PreCash Corporation, discussed in greater detail below, which
has the right to process payments for Sprint ClearPay, the prepaid version of
Sprint PCS in the United States. In addition, we intend to enter into direct
strategic relationships with large retail chains to distribute prepaid products
and services through their stores.

   We will develop new products and applications. Until now we have focused
almost exclusively on prepaid telecommunication services market, particularly
prepaid wireless products. However, Qxpress 200 can be adapted to accommodate
almost any other prepaid product. For example, we are currently active with two
large distributors of prepaid MasterCards.


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   Second, in 2002, we entered into an agreement with EGX Electronic Funds
Transfer, Inc., one of the largest providers of electronic money transfer
services in the world. Electronic money transfer is a high volume, highly
profitable business that has come under increased scrutiny as a result of the
war on terrorism. The Patriot Act, enacted in response to the terrorist attacks
of 9/11, imposes new regulations on the international money transfer business.
The Patriot Act requires that senders of funds must provide detailed information
relating to their identity and the source of those funds. This has put a
tremendous strain on companies that are in this business. Basically, their
employees have to be retrained to know what information is required, to make
sure that all forms are properly completed and they must retain those records
for a specified number of years. Their failure to comply with these regulations
may result in fines and other types of enforcement action. As a result of our
agreement with EGX, we developed a new software module for the Qxpress 200
terminal that enables it to facilitate electronic transfers of cash. The
software that we developed for this application creates an interactive question
and answer venue designed to generate the information needed to comply with the
law. The system will issue a PIN allowing a transfer to occur only if all the
information has been entered properly. In addition, the information is stored in
the system for as long as necessary. We do not expect that the EGX agreement
will be implemented in its current form. However, having developed the software,
we can now market Qxpress to other companies in the electronic funds transfer
business.

   Third, we recently entered into an agreement with PreCash Corporation, a
wholly-owned subsidiary of PreNet, Inc., under which we will process
electronic payments transactions through our Qxpress system. PreCash has
developed a payment system using its privately labeled magnetic striped cards
that enable cardholders to deposit funds, by cash, check or credit or debit
card, at a point of sale into various electronic accounts maintained by card
issuers, such as prepaid wireless accounts. Unlike our other prepaid products,
PreCash transactions do not involve the issuance of PINs. In order to fulfill
our obligations under the PreCash agreement, we developed a software module
that enables the Qxpress 200 terminal to process PINless transactions by
having the merchant pass the PreCash card through the magnetic reader on the
Qxpress 200 terminal. Under our agreement with PreCash, each merchant can
charge up to $5 to process a PreCash transaction over the Qxpress system,
which is then divided up between us, the relevant distributor and the
merchant. The agreement with PreCash is for one year and renews automatically
for successive one-year periods unless either party gives 60 days notice of
its desire not to renew.

   We will develop new revenue models. Currently, we derive substantially all
of our revenue from reselling prepaid products. The margins under this model
are relatively small after taking into account our cost to acquire these
products and the commissions and fees we have to pay to intermediaries in
connection with each transaction. In order to address new markets and offer
more flexibility to our customers, we recently introduced a second revenue
model, which we call the "service bureau" model. In this scenario, we license
our technology and the licensee is responsible for buying the prepaid
products, reselling them, deploying the terminals, customer support and
providing management information reports. We earn revenue from transaction
fees for each transaction effected over the Qxpress system. While this model
results in lower revenue per transaction, the gross margins are higher. We
anticipate that this will be our primary model in connection with our
international expansion. In connection with our EGX agreement, we use a hybrid
model that incorporates aspects of both the broker model and the service
bureau model. In this case, we sell them the terminals and manage the data
center, deriving both sales revenue and transaction fees.

   We will seek to expand internationally. Currently, virtually all of our
operations are in the United States and Puerto Rico. Historically, we derived
less than one percent of our annual revenues from international operations. In
the first quarter of 2003 we commenced operations in Canada, establishing a
service bureau for a Canadian distributor. We expect that our international
operations will grow quickly since the prepaid telecommunications market is much
larger outside the United States than in the United States. For example, in some
European and Asian countries prepaid wireless accounts for up to 80% of the
wireless market. Given the maturity of the prepaid market in Europe, it is a
natural market for our point-of-sale activation system. The same would be true
for Asia and Latin America. In February 2002, we announced that we had entered
into an exclusive five-year agreement with WGR Limited, a European
telecommunications distributor, for the installation of a data center and the
purchase of up to 26,000 Qxpress 200 terminals. In January 2003 we established a
service bureau data center in Canada for a Canadian telecommunications
distributor. We also began deploying Qxpress 200 terminals in Puerto Rico in the
fourth quarter of 2002.

   We will consider strategic acquisitions. At the present time, we have no
plans to make any acquisitions. However, we will consider specific acquisition
opportunities if we feel they have strategic value. The types of acquisitions
that we would consider as having strategic value include businesses with
technology that complements our technology, businesses with prepaid products
that we could add to our portfolio or business that would enable us to expand
our distribution channels.

Competition

   Transaction processing and management information services for prepaid
products are a relatively new market. However, we anticipate that this market
will grow rapidly as the demand for prepaid products grows. Competition for
our services may come from a variety of sectors, including companies, such as
First Data Corporation, that provide transaction processing and management
information services to the credit card market, companies, such as HyperCom
and VeriFone, that supply electronic point-of-sale activation equipment, as
well as companies, such as 9278 Communications, Blackstone Calling Card, Pre-
Solutions, Debisys, Advanced Payment Systems and LDC Direct, that distribute a
variety of prepaid telecommunication

                                       8

<PAGE>

products and have developed or are in the process of developing electronic
point-of-sale activation systems. Competition may also come from technology
companies and e-commerce solution providers. The technology for point-of-sale-
activation systems is rapidly evolving. Increased competition could result in
reduced operating margins, as well as a loss of market share and brand
recognition. Although most of our competitors are privately held companies,
some have substantially greater resources and/or pre-existing market share
that enable them to establish a stronger competitive position than we have, in
part through greater marketing opportunities. This is particularly true in
light of our lack of liquidity and capital resources.

   Because our system is focused on point-of-sale purchases, we also face
competition from systems that offer prepaid products over the Internet.
Internet based commerce has increased dramatically in recent years as more and
more people have access to the Internet, as e-commerce becomes generally
accepted as safe, reliable and efficient, and as access speed and convenience
increase. Most or all of the prepaid products that we can offer can also be
offered over the Internet, either by the suppliers themselves or by
intermediaries or both. Many of the advantages of our system over traditional
distribution systems will also be available through the Internet. However,
online purchases require access to the Internet and a credit card or other
type of credit account.

   We believe that the principal competitive factors in our market include the
following:

   o Cost efficiencies;

   o Scope of service;

   o Quality of service;

   o Convenience;

   o Breadth of geographic presence;

   o Customer service;

   o Reliability; and

   o Availability of enhanced services.

   We believe our competitive strengths include the following:

   o Ease of use. We believe that our Qxpress 200 terminal is the only one in
     the market designed specifically for prepaid products. Other terminals are
     generally adaptations of terminals designed for other purposes, such as
     processing credit card transactions. In designing a terminal for the
     prepaid transaction industry, we were able to take into account the
     specific needs of that industry. For example, our terminal includes an
     advertising display screen facing the customer, hot keys for commonly sold
     products, and a user training module included in the terminal. The success
     of this strategy has already begun to manifest itself by the strong market
     response to our new terminal.

   o Versatility and flexibility. We are able to offer our customers a wide
     array of products, both with a large number of product types and with
     several different carriers for products. Our business model allows
     customers to sell their own products through our terminals as well, while
     several of our competitors require their customers to only sell products
     supplied by the competitor.

   o Turn-key solution. We are one of the few companies in this industry that
     have developed a proprietary terminal that communicates directly with an
     accompanying data center to record and process transactions. This gives
     us total control of the transaction from beginning to end, which allows
     us to ensure service quality for our customers.

   o Ability to customize. Since we own the "front end" (terminal) and "back
     end" (data center) of the process, we are able to develop custom
     applications for customers in a relatively short time frame. We employ
     several experienced programmers in order to quickly respond to such
     requests. Examples of these requests include items ranging from custom
     reporting of transactions to enabling the terminal to process different
     types of transactions, such as money transfers and PINless magnetic card
     swipes.

   o Scalable, efficient operating structure. As a result of our technology,
     we can easily expand our operations without significantly increasing our
     fixed costs. Because all transactions are processed through our data
     center, we believe that our existing infrastructure can support a much
     higher revenue base. We believe this will be a significant competitive
     advantage as our business grows.

   We believe that Qxpress 200 will allow us to compete successfully in the
market for prepaid transaction processing and management information services.
Nevertheless, our ability to compete successfully will depend on our ability
to support the distribution channels that are in fact used for prepaid
products, our financial condition and our related ability to form strategic
alliances and joint ventures with third-party telecommunications service
providers. We cannot assure you that we will be able to compete successfully,
and a failure to so successfully compete would have a material adverse effect
on our revenue growth and earnings.

Suppliers and Customers

   We purchase prepaid telecommunication products, primarily PINs, from a
number of sources, including national carriers such as Verizon Wireless, AT&T
Wireless, Cingular and T Mobile, as well as regional and local carriers, such
as Cincinnati Bell, Telefyne Incorporated, Hargray Wireless and Iowa Wireless.
We have carrier agreements with some of these companies. The carriers
determine prices for their products and we do not control the frequency or the
quantity of the sales. To date, we have not experienced any supply side
issues, meaning we have been able to purchase a sufficient number of products
to meet customer demand. Some of our suppliers require that we pay for their
products immediately, others extend us terms and some provide us with product
on consignment.

   We have entered into agreements with approximately 50 brokers who, we
believe, service over 100,000 retail locations throughout the country. As of
December 31, 2002, only 1,600 of these locations used the Qxpress System. Each
broker and each retailer is required to execute a Services and Rental
Agreement and an ACH Agreement under which they authorize us to withdraw funds
from their accounts to pay for the products they sell. In 2001, Cellcards of
Illinois accounted for 39% of our revenues and Hargray Wireless accounted for
10% of our revenues. In 2002, Iowa Wireless accounted for 30% of our revenues,
Cellcards of

                                       9

<PAGE>

Illinois accounted for 28% of our revenues and Hargray Wireless accounted for
13% of our revenues. In 2002, our agreement with Cellcards of Illinois was
terminated by mutual consent of the parties.

   The new Qxpress 200 terminal is manufactured by Universal Electronics, Inc.,
Milwaukee, Wisconsin. We purchased the original Qxpress terminal from LDC
Direct, which also provided us with transaction processing services. We are no
longer purchasing the original terminal, although LDC continues to provide
transaction processing services for those terminals that are still in use. We
expect to replace those original terminals gradually over the next two years.

Sales and Marketing

   Our sales and marketing strategy is designed to attract new customers,
increase the number of retailers that use the Qxpress system, increase the
volume of transactions per unit and develop new applications. Our sales and
marketing department has three people including our president, Steve Flaherty,
our national sales manager, Bruce Siskonen and our marketing director, John
Hickey, who is the brother of Paul Hickey, our chief executive officer. Once
this offering is complete we plan to hire at least two additional sales
people, one of whom will focus on international distribution. Our sales staff
is responsible for soliciting prospective new customers as well as for
providing technical and training advice and customer support. Finally, our
sales staff is also responsible for identifying new applications for the
Qxpress system. Once these applications have been identified, our technology
department develops the new applications.

   Initially, we relied on in-house sales representatives to market the Qxpress
system directly to retailers. In the later part of 2000, we revised our
strategy and began marketing our system directly to relatively large
independent brokers, agents, distributors and other intermediaries who service
multiple retail locations. We believe that this is a much more efficient way
to market our system, as evidenced by the fact that our revenues increased
dramatically in 2001 without a significant increase in our corporate overhead.
In addition to independent brokers, our current marketing strategy also
focuses on relatively large chains with either franchised or company owned
stores. We are also marketing our system in foreign countries where the
prepaid transaction market is quite large. We use the same strategy, i.e.,
targeting relatively large brokers rather than retailers. As part of our
marketing strategy we offer our domestic clients the option of our "broker"
model or "service bureau" model. For our foreign clients, we only offer our
"service bureau" model.

   In support of our sales effort, we use comprehensive, targeted marketing
programs that include direct mail, public relations, advertising, trade show
participation and ongoing customer communication programs. Our marketing
director is also a monthly contributor to Intelecard News, a publication that
focuses exclusively on the telecommunication industry.

Intellectual Property

   Proprietary rights are important to our success and our competitive
position. To protect our proprietary rights, we rely on a combination of
patent, copyright, common law trademark, and trade secret laws,
confidentiality procedures and contractual provisions.

   We have filed multiple provisional patent applications in the United States
relating to our proprietary technology, including, (i) design patent
application, serial number 29/169,739, filed on October 25, 2002, for our
"point-of-sale-activation device," (ii) patent application, serial number 10/
351,493, filed on January 23, 2003, covering: "system and method for
distributing inventory for point-of-sale-activation services," (iii) patent
application, serial number 10/350,198, filed on January 23, 2003, covering:
"point-of-sale-activation device," and (iv) patent application, serial number
10/350,203, filed on January 23, 2003, covering: "system and method for point-
of-sale training concerning prepaid service transactions." These patent
applications are currently pending. We cannot assure you that any allowed patent
claims will result from these applications, that any patents that may issue will
protect our intellectual property or that any issued patents will not be
challenged by third parties. Furthermore, other parties may independently
develop similar or competing technologies or design around any patents that may
be issued to us. It is possible that any patent issued to us may not provide any
competitive advantages, that we may not develop future proprietary products or
technologies that are

                                       10

<PAGE>

patentable, and that the patents of others may seriously limit our ability to
do business. In this regard, we have not performed any comprehensive analysis
of patents of others that may limit our ability to do business.

   We plan to license our software and technology. We anticipate that we will
enter into written license agreements, which will impose restrictions on the
use of the software. Since we have just implemented our first "service bureau"
model, we cannot anticipate what the terms of these license agreements will
be, what protections they will afford us and how a court, arbitrator or
regulatory body would interpret the provisions and enforceability of such an
agreement. Therefore, we cannot assure you that any license agreement that we
enter into will afford us adequate protection.

   We have not applied to register any of the trademarks that we use in our
business, including "Qxpress" and "Qxpress 200", in any jurisdiction. At this
time, we are not planning to register these trademarks and we cannot assure
you that we will be able to continue to use them. Even if we apply to register
these marks, there can be no assurance that we will be successful in obtaining
the trademarks for which we have applied or, if these applications are
approved, that the trademarks will not be challenged by others or invalidated.

   We seek to avoid disclosure of our trade secrets through a number of means,
including but not limited to, requiring those persons with access to our
proprietary information to execute confidentiality agreements with us and
restricting access to our source code. We seek to protect our software,
documentation and other written materials under trade secret and copyright
laws, which afford only limited protection.

   We cannot assure you that any of our proprietary rights with respect to our
products or services will be viable or of value in the future since the
validity, enforceability and type of protection of proprietary rights such as
the ones we have are uncertain and still evolving.

   Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our products is
difficult, and while we are unable to determine the extent to which piracy of
our software may exist, software piracy can be expected to be a persistent
problem. In addition, the laws of some foreign countries do not protect
proprietary rights to as great an extent as do the laws of the United States,
and effective copyright, trademark and trade secret protection may not be
available in those jurisdictions. Our means of protecting our proprietary
rights may not be adequate to protect us from the infringement or
misappropriation of our rights by others.

   In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights, particularly in the
software and technology industries. We could become subject to intellectual
property infringement claims as the number of our competitors grows and our
products and services overlap with competitive offerings. These claims, even
if not meritorious, could be expensive to defend and could divert management's
attention from our operations. If we become liable to third parties for
infringing their intellectual property rights, we could be required to pay a
substantial award of damages and to develop noninfringing technology, obtain a
license or cease selling the products that contain the infringing intellectual
property. We may be unable to develop noninfringing technology or obtain a
license on commercially reasonable terms, if at all.

Government Regulation

   There are no significant governmental approvals directly related to our
products or services and we are not aware that any significant regulation is
contemplated.

Employees

   As of March 31, 2003, we had 24 employees, of which 23 were full-time
employees.


                                       11

<PAGE>

                                  RISK FACTORS

   You should carefully consider the risks described below, our financial
statements and the notes to those statements, before you purchase any of our
securities.

We have no history of profitable operations. Continuing losses could exhaust
our capital resources and force us to discontinue operations.

   From the date on which we became aC corporation in 1998 through December 31,
2002, we incurred cumulative losses of $7.5 million. For the years ended
December 31, 2001 and 2002 net losses were $1.55 million and $2.3 million
respectively. Unless we can significantly increase the number of our Qxpress 200
terminals in use, we will continue to incur losses for the foreseeable future.
Due to our lack of liquidity, we have not been able to contract-manufacture and
deploy a sufficient number of these new terminals to enable us to achieve
profitability.

We have a significant working capital deficit. As a result, we have not been
able to contract-manufacture our new point-of-sale terminal and increase our
revenues.

   At December 31, 2002, we had a working capital deficit of $1.6 million. This
has impaired our ability to obtain vendor or other commercial credit. As a
result, we have not been able to contract-manufacture additional Qxpress 200
terminals and increase the number of Qxpress 200 terminals in use, which, in
turn has had a negative impact on our revenue growth.

Our gross profit margins have historically been low, which makes it difficult
to achieve profitability.

    Our margins, after taking into account the cost of the products sold
through the Qxpress system and the fees and commissions payable to
distributors, brokers and retailers, were approximately 2.2% in 2002 and 3.8%
in 2001. As a consequence, for us to be profitable to any meaningful extent,
we must do one or more of the following:

   o increase our revenue significantly;

   o add new products with higher profit margins to our portfolio; or

   o develop new revenue models.

   We cannot assure you that we will be able to achieve any of these goals. In
order to increase our revenue from our historical business, we must increase
the number of Qxpress 200 units in use. In order to expand our product line,
we must enter into relationships with the suppliers of these products,
establish new sales channels or expand existing channels and develop
processing applications to handle the new products. Finally, new revenue
models must be accepted by the market and may have ancillary adverse
consequences, such as recognizing revenue on a "net" basis rather than a
"gross" basis as we do now.

The future success of our business will require a substantial marketing effort
on our part, including expending significant amounts of capital that could
otherwise be used to purchase or develop new products.

   Currently, the established delivery method for prepaid products is vouchers
and hard cards. Our future success depends on our ability to successfully market
our point-of-sale activation system as the preferred distribution method. This
will require us to allocate a significant amount of our working capital to sales
and marketing. This will reduce the amount of working capital available to
develop new products and services that might have a greater positive impact on
our revenue.

                                       12

<PAGE>

Most of our revenue growth is derived from from a single class of product --
prepaid wireless -- which makes us particularly vulnerable to changes in
consumer preferences and market saturation.

   Although we currently offer a variety of prepaid products, 92% of our revenue
for the year ended December 31, 2002 was generated from sales of prepaid
wireless products. The market for prepaid wireless has experienced substantial
growth in past years. Our revenues have grown as this market has developed and
expanded in the United States. We cannot assure you that this market will
continue to grow. If it does not and we do not develop new products, our rate of
revenue growth could decline rapidly, resulting in higher net losses.

The industry in which we operate is highly competitive and has low barriers to
entry. Increased competition could result in margin erosion, which would make
profitability even more difficult to achieve.

   The market for prepaid transaction processing and information management
services is becoming increasingly competitive and is highly fragmented. This
market includes companies that provide either point-of-sale activation
terminals only, such as HyperCom and VeriFone, or information management
services only, such as Blackstone, PreSolutions and DebiSys, as well as
companies that provide integrated solutions, such as LDC Direct. In addition
to companies that are focused solely on the prepaid transactions market, we
also face competition from companies, such as First Data Corporation, that
provide transaction processing and information management services to the
postpaid market. We could also face competition from e-commerce solution
providers. Finally, we may, in the future face competition from suppliers,
such as telecommunication companies who may decide to provide electronic
solutions directly to brokers and merchants.

   The industry in which we compete is characterized by low barriers to entry,
rapidly changing technology, evolving industry standards, frequent new product
and service introductions, and changing customer demands. Some of our
competitors have substantially greater financial resources and/or pre-existing
market share that may enable them to establish a stronger competitive position
than we have, in part through better marketing opportunities. Current
competitors or new market entrants could introduce products with features that
may render our system obsolete or uncompetitive. To be competitive and serve
our customers effectively, we must respond on a timely and cost-efficient
basis to changes in technology, industry standards, and procedures and
customer preferences. The cost to modify our products, services or
infrastructure in order to adapt to these changes could be substantial and we
cannot assure you that we will have the financial resources to fund these
expenses. Increased competition could result in reduced operating margins, as
well as a loss of market share and brand recognition.

We depend on brokers and other intermediaries to distribute our point-of-sale
terminals. Our relationships with these brokers are usually short-term, non-
exclusive arrangements, which can be terminated at will. As a result, we
cannot prevent them from selling competitive products or discontinuing their
relationship with us.

   We rely on independent brokers, distributors, wholesalers and other
intermediaries to distribute our point-of-sale activation system to retail
merchants. Currently, we distribute through 50 brokers. In order for us to
achieve a meaningful level of market penetration, we must significantly
increase this number. Until now, our relationships with our brokers have
generally been on a short-term, non-exclusive basis allowing them to reduce or
cancel their business with us without penalty and with little or short notice.
For example, in 2002, our then largest customer, Cellcards of Illinois,
terminated its distribution agreement with us. The prepaid products that we
sell are widely available from a number of sources. We are not able to offer
exclusive products or price advantages to our brokers. Rather, we rely on the
quality of our Qxpress system to induce brokers to contract with us. If we do
not continue to offer performance and service advantages, our brokers may not
aggressively market our system to their retail networks or may terminate their
relationship with us. We cannot assure you that we will continue to derive
revenue, at current levels, or at all, from our existing brokers, or that we
will be able to successfully establish relationships with new brokers.

Most of our business is placed through a small number of brokers. The loss of
any one of these accounts could reduce our revenues.

   A small number of brokers account for a large percentage of our revenue. We
expect the high level of customer concentration to continue for the
foreseeable future. In 2001, our two largest customers accounted

                                       13
<PAGE>

for approximately 39% and 10%, respectively, of revenues. In 2002, our three
largest customers accounted for 30%, 28% and 13%, respectively, of revenues.
We cannot assure you that the level of sales to these brokers will be
sustained from year to year and there is a risk that these principal brokers
may not continue to sell our products in the future. To the extent that any
significant broker reduces its reliance on us, terminates its relationship
with us, or defaults on payments, our revenues in the relevant fiscal period
could decline substantially, which would result in lower net profits or a
greater net loss. The customer that accounted for 39% of our revenue in 2001
and 28% of our revenue in 2002 terminated its distribution agreement with us.
As a result, our revenue for the third quarter of 2002 was much lower and our
net loss higher than we had anticipated.

We have no control over the prices vendors charge us for their products and we
cannot always pass through price increases to our customers. As a result, price
increases usually have a depressive impact on our margins and profitability.

   We depend on suppliers to provide us with prepaid products that we can
resell. We have no control over the prices they charge us. For example, recently
Verizon, one of our largest suppliers, reduced the discount that they offer to
resellers on their prepaid wireless products. While, in this case, we were able
to pass along this reduction to the brokers and merchants, this is not always
possible. Depending on the competitive environment, increases in the costs of
our products may reduce our margins.

If we do not protect our proprietary technology and intellectual property rights
against infringement or misappropriation, and defend against third parties
assertions that we have infringed on their intellectual party rights, we may
lose our competitive position in the markets in which we operate.

   We believe that our proprietary software and hardware provides us with a
competitive advantage. While we have filed patent applications relating to
various features of the Qxpress 200 terminal and proprietary technology, we
cannot assure you that these applications will be approved, or that even if
approved, they will provide us with meaningful protection. Other than our
patent applications described above, we rely on trade secret laws and common
law principles to protect our proprietary rights. For example, we have not
registered or applied to register either "Qxpress" or "Qxpress 200" or any
other trademarks, trade names, service marks, service names or copyrights that
we may own or use.

   Despite our efforts to protect our rights, unauthorized parties may attempt
to copy aspects of our point-of-sale terminals or the source code to our
software or to obtain or use information that we regard as proprietary. The
scope of any proprietary rights that we may have is uncertain and is not
sufficient to prevent others from developing and selling competing products and
services, which could have a material adverse effect on our business. In
addition, third parties may assert infringement claims against us or claim that
we have violated their intellectual property rights. While we know of no basis
for any claims of this type, the existence of and ownership of intellectual
property can be difficult to verify and we have not made an exhaustive search of
all patent filings. If any of our proprietary rights are misappropriated or we
are forced to defend our intellectual property rights, we may have to incur
substantial costs. We may not have the financial resources to prosecute any
infringement claims we may have or defend any infringement claims that are
brought against us. Even if we do, defending or prosecuting our proprietary
rights will divert valuable working capital and management's attention from
business and operational issues.

If we cannot raise capital at a time when we need to do so, we may not be able
to adequately and timely respond to competitive developments.

   In the future, we may need to raise additional capital to meet the capital
requirements of our business or to take advantage of expansion or acquisition
opportunities. If we are unable to do so, we may not be able to increase our
revenues or achieve profitability. Even if we are able to secure additional
capital by selling equity or equity-linked securities, these securities could
dilute the ownership percentage of our existing stockholders. The securities
that we might sell could also have rights, preferences or privileges senior to
those of our common stock. We cannot assure you that we will be able to obtain
additional financing when needed on acceptable terms or at all. We have no
commitments for any additional financing. If we are unable to obtain additional
financing when needed, the price of our common stock could decline
significantly.


                                       14

<PAGE>

Our ability to continue as a going concern depends on our ability to raise
additional capital.

   In their report issued in connection with our 2002 financial statement, our
auditors stated "Q Comm International Inc., has incurred significant losses in
recent years and has current liabilities in excess of current assets, raising
substantial doubt about its ability to continue as a going concern." Our
ability to continue as a going concern depends on our ability to raise
additional capital. If we are not able, in the future, to achieve positive
cash flow from operations or to secure additional financing as needed, we may
again experience the risk that we will not be able to continue as a growing
concern.

Significant rapid growth could strain our internal resources, which could lead
to a lower quality of customer service, reporting problems and delays in meeting
important deadlines. If we do not upgrade our internal systems and controls we
may not be able to manage this growth properly.

   Any significant revenue growth will strain our existing financial and sales
and marketing resources. The accounting system we currently use is marginally
adequate for a company of our size. We will likely need to purchase new
accounting software and to hire one or two new people for our accounting
department. Similarly, our sales department must be expanded from its current
level of two persons. Qualified sales personnel are in great demand and we
cannot assure you that we will be able to hire a sufficient number of competent
sales people in a short amount of time. Expanding our operations will increase
the demands on our senior management and our customer service departments. We
will need to continually improve our management, operational, financial and
other departments to manage our growth properly and any failure to do so may
lead to inefficiencies and/or redundancies and may impair our ability to provide
accurate and timely information and reports to our stockholders.

The market price of our common stock has been volatile and may continue to
fluctuate significantly because of various factors, some of which are beyond
our control.

   Our stock price has been extremely volatile, fluctuating over the last two
years between $0.20 and $2.08. These fluctuations have been unrelated to or
disproportionately affected by our operating performance. The market price of
our common stock could continue to fluctuate significantly in response to a
variety of factors, some of which may be beyond our control. These factors may
include one or more of the following:

   o Quarterly operating results falling below or exceeding expectations in
     any given period;

   o Changes in economic conditions generally or in the telecommunications or
     banking industries;

   o Market fluctuations relating to markets generally or market sectors that
     include our competitors, which may or may not be based on earnings or
     other announcements by us or our competitors;

   o Fluctuations in our revenue which may or may not be related to changes in
     the way we conduct our business;

   o Announcements by our competitors of new technological innovations,
     service offerings, contracts, acquisitions or strategic relationships;

   o Departures of key personnel; and

   o Changes in business or regulatory conditions.

   In the past, following periods of market volatility, stockholders have
instituted securities class action litigation. While we have not been involved
in securities litigation to date, if we were to be involved in securities
litigation, we could incur a substantial cost and experience diversion of
resources and the attention of management away from our business. We cannot
predict the future performance of the capital markets in general and stocks in
our market sector in particular, and we cannot assure you that the price for
our common stock will not drop significantly in the future.

                                       15

<PAGE>

The existence of outstanding options, warrants and convertible securities
may preclude us from obtaining additional equity financing.

   The existence of outstanding options, warrants and convertible securities
could make it more difficult to obtain or increase the cost of additional equity
financing. The holders of these options and warrants have the opportunity to
profit from a rise in the value or market price of our common stock and to
exercise them at a time when we could obtain equity capital on more favorable
terms than those contained in these securities.

Item 2. Description of Property

   Our executive offices, plants and other property are located in Orem, Utah.
We lease 6,546 sq. ft. of space at 1145 South 1680 West, Orem, Utah from
Highland Ranch, Inc., under a lease agreement dated as of November 22, 1999.
The property consists of two floors of offices, of 1,546 sq. ft. apiece, and
3,454 sq. ft. of warehouse space. The base monthly rent for 2002 was $3,200
and for 2003 is $3,400. The lease expires December 31, 2003. We have not yet
had any discussions with our landlord regarding a new lease. We expect those
discussions to begin no earlier than the second half of this year.

   We also maintain our national sales office in Spring Lake, Michigan. The
lease for this office expired March 31, 2003. We continue to occupy this space
on a month-to-month basis and the current monthly rent is $400.

Item 3. Legal Proceedings

   As of March 31, 2003, we are not a party to any legal proceedings, except as
set forth below.

   On October 10, 2000, First Security Bank, N.A. filed suit in the Fourth
Judicial District Court of Utah County, claiming breach of a Merchant
Agreement. The complaint relates to charge-backs of customer credit card
purchases, which resulted in overdrafts of our merchant account with First
Security. First Security claims $175,477 in damages. We believe that First
Security honored charge-backs inappropriately, based on the terms and
conditions of the customers' credit card agreements and the terms and
conditions of their contracts with us. First Security recently filed a motion
for summary judgment, which we are contesting. We anticipate that this case
will not be resolved until after trial, which has not yet been scheduled, but
which will likely be scheduled to take place within the next four to six
months. We have recorded a contingent liability in connection with this matter
and believe the resolution of this suit will not have a material impact on our
financial condition or results of operations.

   In January 2002, we filed an action against an individual for non-payment of
funds owed relating to the purchase of common stock. We have been awarded
summary judgment in the amount of $135,000 and expect to receive the remaining
outstanding amount, which was $130,950 at December 31, 2002.

   As described in Item 12, "Certain Relationships and Related Party
Transactions," we have agreed to indemnify Paul Hickey, our chief executive
officer for any losses, expenses and damages incurred by him in connection
with a lawsuit brought by Dallin Bagley.

Item 4. Submission of Matters to a Vote of Security Holders

   None

                                       16

<PAGE>

                                    PART II


Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

   Our common stock is traded on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. under the symbol "QCCM". The following
table sets forth, for the periods indicated, the range of high and low sales and
bid prices for our common stock. Bid prices reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not represent actual
transactions. The sales information is available online at
http://finance.yahoo.com and the bid information was provided to us by the OTC
Bulletin Board.

                                              Sales Price        Bid Price
                                             -------------     -------------
                                             High     Low      High     Low
                                             -----   -----     -----   -----
   2001
     First Quarter.......................    $0.66   $0.25     $0.56   $0.26
     Second Quarter......................    $0.72   $0.20     $0.69   $0.20
     Third Quarter.......................    $0.87   $0.26     $0.85   $0.26
     Fourth Quarter......................    $2.00   $0.77     $1.95   $0.75
   2002
     First Quarter.......................    $2.08   $1.25     $2.45   $1.25
     Second Quarter......................    $2.00   $1.28     $1.97   $1.26
     Third Quarter.......................    $1.57   $0.44     $1.53   $0.36
     Fourth Quarter......................    $0.97   $0.51     $0.92   $0.51

   As of March 28, 2003, the closing bid price per share for our common stock
as reported on the OTC Bulletin Board was $0.63.

Holders

   As of March 28, 2003, we had approximately 420 stockholders of record.

Dividends

   We have not declared or paid any dividends and do not intend to pay any
dividends in the foreseeable future. We intend to retain any future earnings
for use in the operation and expansion of our business. Any future decision to
pay dividends on common stock will be at the discretion of our board of
directors and will depend on our fiscal condition, results of operations
capital requirements, and other factors our board of directors may deem
relevant. A recent proposal by the Bush administration would eliminate the tax
on dividends received from corporations. If this proposal is enacted into law,
the stock of corporations that pay dividends may be more attractive to
investors than the stock of corporations that do not pay dividends.

Recent Sales of Unregistered Securities

   Since January 1, 2003 we sold (a) 50,000 shares of common stock to an
accredited investor for $20,000 in cash; (b) a 12% unsecured convertible note
in the principal amount of $200,000 and 363,636 shares of common stock to an
accredited investor for an aggregate purchase price of $200,000 in cash. The
entire principal amount of the note and all accrued interest is due and
payable February 28, 2004; and (c) 12% secured convertible debentures due
March 31, 2004 in the aggregated principal amount of $1.5 million, 2,538,462
shares of common stock and warrants to purchase 2,538,462 shares of common
stock to accredited investors. The gross proceeds to us from the sale of all
of these securities was $1,500,000.

   In 2002, we sold an aggregate of 4,087,842 shares of common stock to
accredited investors for an aggregate of $2,621,775 in cash.

   In 2002, we issued an aggregate of 1,823,849 shares of common stock to
consultants for services. These shares had an aggregate value at the time of
issuance equal to $689,117.

                                       17

<PAGE>

   In 2002, we issued an aggregate of 100,242 shares of common stock in
connection with the exercise of stock options for $15,000 in cash and the
cancellation of options to purchase 79,203 shares of common stock.

   In 2002, we issued an aggregate of 325,000 shares to four executives and key
employees. These shares had an aggregate value at the time of issuance of
$130,000.

   In 2001, we sold an aggregate of 133,333 shares of common stock to
accredited investors for an aggregate of $40,000 in cash and 1,253,333 units,
each unit consisting of one share of common stock and one warrant to purchase
one share of common stock for $1.00 per share, for an aggregate of $376,000.

   In 2001, we issued an aggregate of 855,934 shares of common stock to
consultants for services. These shares had an aggregate value at the time of
issuance equal to $267,959.

   In 2001, we issued an aggregate of 196,918 shares of common stock to
noteholders in connection with the conversion of notes. The aggregate
principal amount and accrued interest on the notes converted was $59,075.

   The foregoing securities were issued in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended, provided
in Section 4(2) thereof, as a transaction by an issuer not involving a public
offering. The registrant reasonably believed that each purchaser had such
knowledge and experience in financial and business matters to be capable of
valuating the merits and risks of the investment, each purchaser represented
an intention to acquire the securities for investment only and not with a view
to distribution thereof and appropriate legends were affixed to the stock
certificates or warrants. No commissions were paid in connection with such
issuances.

Item 6. Management's Discussion and Analysis or Plan of Operations

Overview

   Our principal source of revenue has been the resale of prepaid
telecommunication products that we purchase from suppliers of wireless, long
distance and other products or from distributors who purchase these products
from suppliers. Historically, revenues from international operations have
accounted for less than 1% of annual revenues. In the first quarter of 2003, we
began generating revenues from a customer in Canada. We expect that revenues
from international operations will grow over the next few years and will
represent a more meaningful portion of our overall revenues, particularly as
prepaid wireless is much more common and accepted in Europe, Asia and Latin
America than it is in North America.

   The table below illustrates the revenues we derived from our principal
products and the percentage of total revenues represented by this amount:

                                 2002                        2001
                       ------------------------    ------------------------
                         Amount      Percentage      Amount      Percentage
                      -----------    ----------    -----------   ----------
Wireless ..........   $22,108,620        92.0%     $13,466,953       82.3%
Long distance .....       793,114         3.3        1,365,296        8.3
Home dial tone ....       271,576         1.1          910,189        5.6
Other .............       854,642         3.6          617,066        3.8
                      -----------       -----      -----------      -----
 Totals ...........   $24,028,002       100.0%     $16,359,504      100.0%
                      ===========       =====      ===========      =====

   Historically, our results of operations have been characterized by
relatively high revenues but relatively low gross profits. As a reseller of
prepaid telecommunication products, we book the entire value of the
transaction as revenues. Our cost of sales includes the amount we pay for the
product; it does not include the fees and commissions we pay the broker and
the retailer who participated in the sale. In the period covered by the above
table, our gross profit margin was approximately 26.7% in 2002 and 28.8% in
2001. However, after further subtracting the commissions and fees paid to the
brokers and retailers (which vary substantially directly with revenues in our
historical sales model), our margins were approximately 2.2% in 2002 and 3.8%
in 2003. Because of these relatively small margins, a minor change in the
price that we pay for products would have a substantial effect on our margins
and profit if we were not able to (or, in the case of price decreases, were
not required to) pass the difference on to our customers.

   The resale of prepaid telecommunication products has historically been a
commodity market with most price increases or decreases being passed through
the distribution chain to the end user. However, the amount of margin
available to each participant in the distribution chain can be affected by
various factors, such as the functions provided and risk assumed by the
participant and the volume and payment terms on which the participant can
purchase product. Historically, our ability to purchase products at attractive
rates has been

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<PAGE>

negatively impacted by our inability to purchase in volume and our status as
an uncertain credit, which, in some cases, has resulted in our inability to
purchase product directly from the supplier. In those cases, we have purchased
product from a reseller at a markup from the supplier price. We believe that,
as our business expands and our financial condition becomes more stable, there
may be opportunities to increase margins in our historical business by
purchasing a greater percentage of our product directly from the supplier and
by purchasing in greater volume. However, the telecommunications business in
general, and the wireless business in particular, is changing rapidly and it
is not possible to anticipate potential changes that may occur in the
distribution chain.

   Our business plan contemplates adding new products rapidly and adopting
other sales models. With some of these products and sales models, rather than
purchasing and reselling prepaid products, we will facilitate the purchase of
the product by others, sell or lease terminals and provide transaction
processing services for a fee. In particular, we have developed an alternative
revenue model that we refer to as a "service bureau." Under this model, we
replicate our data center for and license our proprietary transaction
processing software to our customer who is responsible for functions such as
inventory management, product ownership, report generation, and funds
transfer. We generate license fees and ongoing revenues from transaction
processing and management services. We recently established our first service
bureau data center for a customer. While we expect our traditional model,
which we refer to as the "broker model," to continue to be our primary means
of business, we also expect the service bureau model to grow in 2003. We
expect that substantially all of our international expansion will be based on
this model and that domestic customers may also choose to operate in this way.

   Under the service bureau model, since we do not assume an ownership risk
with respect to the product, we will record as revenue only the amount of the
fee, as opposed to the entire value of the transaction. This will result in
lower revenues per transaction. On the other hand, cost of sales should be
minimal and fees and commissions payable to brokers and retailers should be
nonexistent. As a result, we believe our gross profit margin under the service
bureau model will be significantly higher than it is under our broker model.
Accordingly, even if gross profit remains relatively stable, or increases at a
relatively constant rate from period to period, revenues and gross profit
margins may experience substantial volatility based on changes in the
percentage of our business undertaken on a service fee basis compared to the
percentage undertaken as a product reseller.

   We offer the brokers through whom we deploy the Qxpress system the option
either to buy the Qxpress 200 terminals at a fixed price or to lease them
under a "rent-to-own" program. The sale of the terminal will result in the
immediate recognition of revenue, the immediate recovery of capital for the
terminal and gross profit from the sale. The rent-to-own program has the
advantage of ongoing rental income over the life of the contract and higher
margins due to the premium we are able to charge under this alternative. Our
ability to offer the rent-to-own option depends on the availability of capital
to fund the cost of the terminals.

   Substantially all of our revenues are collected through automated clearing
house, or ACH, transactions initiated by us within 72 hours of the sale of the
product. In an ACH transaction, funds are electronically transferred from the
merchants' accounts to our account. As a result, we have virtually no
receivables from retailers and we do not have expenses associated with billing
and collection. The brokers through whom we distribute our system are
responsible for any unpaid ACH transactions from retailers so we experience
virtually no bad debt expense. We expect that license fees to be earned under
our service bureau model will be collected in essentially the same manner.
However, we may generate receivables from sales of terminals and from
consulting services provided to assist customers in setting up and operating
data centers.

   In order to support expanded operations, we expect to increase sales and
marketing and general and administrative expense. We expect to continue to
invest in product development and improvement, although the rate of such
investment may not equal the rate of expenditure we experienced to develop our
Qxpress system. As gross profit increases, we expect general and
administrative expenses, selling expenses and research and development
expenditures to decrease as a percentage of gross profit, thereby
significantly improving operating margins. However, in the immediate future,
we expect to incur substantial costs in advance of the business growth that
they are intended to support. Accordingly, operating margins may

                                       19

<PAGE>

initially decrease and will not achieve the expected improvement unless and
until business in fact expands on a profitable basis.

   A substantial portion of our net loss in 2001, approximately 17.9%, and in
2002, approximately 36.7%, was attributable to non-cash compensation paid to
employees and consultants. In part, this was due to our limited cash resources
and our need to conserve capital. We do not anticipate that non-cash
compensation expense for 2003 and subsequent years will have as great an
impact on our statement of operations as it has had the last two years.

   In the first quarter of 2003 we entered into a number of financing
transactions involving the sale of investment units consisting of convertible
debt, stock and warrants. The value of the stock and warrants issued in these
transactions was determined to be in excess of $1.6 million, which will be
amortized over the lives of the debt instruments, generally 12 months. As a
result, we will have significant interest expense for 2003.

   Our future capital requirements will depend both on the rate of growth of
our business and the mix of revenue models that we employ. Models that require
us to maintain a large inventory of prepaid products or to continue to own
terminals and/or to invest in transaction processing facilities will require
relatively large amounts of capital. The capital requirements of a pure
service bureau model are, in comparison, substantially less. We anticipate
that various commercial credit options will be available to us to cover many
of these capital requirements. However, we have no such arrangements in place
and cannot assure you that we will be able to make commercially satisfactory
credit arrangements.

Critical Accounting Policies and Estimates

   The discussion and analysis of our financial condition and results of
operations are based on our financial statements that have been prepared
according to accounting principles generally accepted in the United States. In
preparing these financial statements, we are required to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues
and expenses and related disclosures of contingent assets and liabilities. We
evaluate these estimates on an on-going basis. We base these estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities. Actual
results may differ from these estimates under different assumptions or
conditions. We consider the following accounting policies to be the most
important to the portrayal of our financial condition and that require the
most subjective judgment.

   Revenue recognition

   We record revenue at the time of product sale. Sales of our prepaid products
are generally made directly to end-users. There is no right of return for
products sold and we are not obligated for further performance after the sale.
These sales transactions are accounted for at "gross" since they meet the
requirements specified by Securities and Exchange Commission Staff Accounting
Bulletin No. 101 -- Revenue Recognition in Financial Statements (SAB 101) and
Emerging Issues Task Force No. 99-19 (EITF 99-19). Revenues generated from
other sources, such as from the sale or rental of terminals, minimum
performance fees and sales of blank cards, are recorded when earned, net of
any sales discounts. We expect in the future to record revenues from
technology licensing and consulting fees and will record these fees when they
are earned.

   Cost of goods sold

   Cost of goods sold primarily represents the cost of the personal
identification number, or PIN, or other product sold. The cost of a PIN is set
by the carrier and is expressed in terms of a percentage discount from the
denomination value. This discount ranges from 15% to 25% for cellular and home
dial tone products and 40% to 50% for long distance products. We do not have
minimum purchase contracts or exclusivity agreements with any carrier.
Historically, price increases are passed on to customers in the form of lower
broker and merchant commissions, which are recognized as operating expenses
under the caption "commissions and fees" on our statement of operations. Cost
of goods sold and resulting gross profits

                                       20

<PAGE>

fluctuate due to changes in the mix of our products and discount rates offered
by carriers. As already noted, we expect to experience greater fluctuations in
revenues and margins as we introduce our service bureau revenue model.

   Another component of cost of goods sold is transaction-processing services
paid to LDC Direct, the supplier of the original Qxpress terminal. These
transaction-processing fees are approximately 1% of revenues and are not
payable on transactions processed by our proprietary Qxpress 200 terminal. We
will continue to incur transaction-processing fees for revenues generated
through the original terminal. We have not yet established a time frame for
changing existing customers using the original terminal to the Qxpress 200
terminal but expect that to occur during 2003 and 2004.

   Software development costs

   We have invested a considerable amount of capital in our proprietary Qxpress
200 terminal and data center. We account for this investment in accordance
with Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed" and
Statement of Accounting Standards No. 142, "Goodwill and Other Intangible
Assets." Costs incurred before we established the technological feasibility of
the project were recorded as research and development expenses. Once
technological feasibility was established, costs incurred to develop the data
center software and the embedded software in the terminal were capitalized.
These costs include salaries paid to software engineers employed by us and
fees paid to third parties for software development. Once the new system was
placed in service, maintenance costs are expensed while costs of new software
projects under development are capitalized. Capitalized costs are amortized
over the estimated useful life of the software, which is three years. We
periodically evaluate the recoverability of our capitalized software
development costs based on the expected future cash flows from this asset.

   Stock options and warrants

   We have adopted the disclosure-only requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation." As a
result, no compensation costs are recognized for stock options granted to
employees. Options and warrants granted to non-employees are recorded as an
expense on the date of grant based on the then estimated fair value of the
security in question.

   Income taxes

   At December 31, 2002, we had an accumulated net operating loss for federal
and state corporate income tax purposes of approximately $7.2 million. Because
our ability to use this net operating loss depends on our ability to earn
future taxable income, we have established a valuation allowance equal to the
net deferred tax asset. The amount of and ultimate realization of the benefits
from these deferred tax assets for income tax purposes depends, in part, on
applicable tax laws in effect, our future earnings, and other future events,
the effects of which cannot be determined. However, our ability to offset our
accumulated net operating loss against future taxable income may cause our
future reported earnings and profitability to be greater than they would be if
fully taxable.

                                       21

<PAGE>

Results of Operations

   The following table sets forth for the periods presented, statement of
operations data as a percentage of revenues. The trends suggested by this
table may not be indicative of future operating results. As noted earlier,
these percentages can be expected to change substantially as a result of our
implementation of different sales models and other factors.

                                                          Year ended
                                                         December 31,
                                                         -------------
                                                         2002    2001
                                                        -----    -----
      Revenues ......................................   100.0%   100.0%
      Cost of goods sold ............................    73.3%    71.2%
      Gross profit ..................................    26.7%    28.8%
      Commissions and fees ..........................    24.5%    25.0%
      Selling expenses ..............................     1.3%     1.7%
      General and administrative expenses ...........     5.0%     7.1%
      Depreciation and amortization .................     1.1%     1.0%
      Research and development ......................      --      0.9%
      Accrued litigation settlement .................     0.8%      --
      Non-cash compensation .........................     3.5%     1.7%
      Loss from operations ..........................    -9.5%    -8.6%
      Other income (expense) - net ..................    -0.1%    -0.9%
      Net loss ......................................    -9.6%    -9.5%

Years ended December 31, 2002 and 2001

   Revenues. Revenues for 2002, were $24.0 million compared to $16.4 million for
2001, an increase of $7.6 million, or 46.9%. We believe this increase is
attributable to the following factors listed in the order of their impact on our
revenues: (i) market acceptance of the Qxpress system; (ii) an increase in the
number of terminals installed; and (iii) an increase in the number of
transactions per terminal. We expect each of these factors to contribute to
further revenue growth in the foreseeable future. While our existing customers
have the option of switching to the service bureau model, we do not anticipate
that to happen. Rather, we expect most of our revenue under the service bureau
model will come from new international and domestic accounts. Except for an
insignificant amount of revenue derived from sales in Puerto Rico, all of our
revenue for 2001 and 2002 was from U.S. sources.

   Cost of goods sold. Cost of goods sold for 2002 was $17.6 million compared
to $11.6 million for 2001, an increase of $6.0 million, or 51.2%. The majority
of the increase in cost of goods sold is associated with the increase in
revenues. As a percentage of revenues, cost of goods sold in 2002 was 73.3%
compared to 71.2% for 2001. This increase is attributable to the fact that
some of our newer wireless products carry lower discounts and one of our
primary suppliers decreased its discount percentage in August 2001. We were
able to pass on this reduced discount to the brokers and retailers in the form
of lower commissions. Transaction processing fees were $225,000 in 2002
compared to $155,000 in 2001. These fees have consistently been approximately
1% of gross revenues. Since most of our revenue growth will come from
transactions generated by the new Qxpress 200 terminal, these expenses are not
expected to increase from their current level in terms of absolute dollars and
will likely decrease as existing customers are transitioned to our new
terminal.

   Gross profit. Gross profit for 2002 was $6.4 million compared to
$4.7 million for 2001, an increase of $1.7 million, or 36.2%. Gross margin was
26.7% in 2002 compared to 28.8% in 2001. As discussed above, this decrease is
attributable to lower discounts offered by our suppliers, which translates
into higher costs for us. In the future, we expect our gross margin to
fluctuate as our product mix changes and as discount rates offered by carriers
change. Gross margin will also be influenced by the relative growth
experienced in our two business models, the traditional broker model and the
service bureau model.

   Commissions and fees. These expenses are principally commissions paid to
retailers and brokers for product sales through the Qxpress terminals and are
a fixed percentage of the product sales price. Commissions and fees for 2002
were $5.9 million compared to $4.1 million for 2001, an increase of

                                       22

<PAGE>

$1.8 million, or 43.8%. As a percentage of revenues, these expenses decreased
to 24.5% in 2002 from 25.0% in 2001. This decrease reflects the fact that we
successfully reduced the commissions we pay to brokers as a result of a lower
discounts we received from our suppliers.

   Selling expenses. Selling expenses for 2002 were $308,000 compared to
$282,000 in 2001, an increase of $26,000, or 9.1%. The increase is due to
higher travel expenses, reflecting the sales efforts associated with building
an expanded network for the selling and distribution of our products, and to
the cost of attending trade shows and conferences to increase the visibility
of our new system. As a percentage of revenues, selling expenses decreased to
1.3% in 2002 from 1.7% in 2001, primarily as a result of increased revenues.

   General and administrative expenses. General and administrative expenses
for 2002 and 2001 were basically the same. However, as a percentage of
revenues, general and administrative expenses decreased to 5.0% in 2002 from
7.1% in 2001. While the addition of personnel and the purchase of accounting
systems to support the growth that we anticipate will result in a significant
increase in general and administrative expense, general and administrative
expenses are expected over time to increase at a slower rate than future
increases in revenues.

   Depreciation and amortization. Depreciation and amortization expenses for
2002 were $258,000, compared to $159,000 for 2001, an increase of $99,000, or
62.3%. This increase is attributable primarily to the amortization of software
development costs, which began in the fourth quarter of 2002. The amount
amortized in 2002, $121,000, more than offset, the decrease in amortization
expense as a result of the effect of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," which we adopted in
2002. As we continue to amortize software development costs and we increase
significantly the number of Qxpress 200 units in use, we expect depreciation
and amortization expenses to increase in the future.

   Research and development. Research and development expenses were $146,500
for 2001. These expenses related to design work and other related activities
for our new terminal and data center prior to actual development. No expenses
of this nature were incurred in 2002. We do not anticipate incurring
significant expenses of this nature in the near future.

   Accrued Litigation Settlements. We are named as a defendant in one lawsuit
and have agreed to indemnify our chief executive officer in connection with an
action brought against him individually relating to a transaction involving
our stock. Based on our assessment of the potential liabilities arising from
these lawsuits, at the end of 2002 we recorded an accrued litigation
settlement expense of $200,000, increasing our total reserve for contingent
liabilities to $359,000. We did not accrue any similar expense in 2001. We
anticipate that these lawsuits will be resolved in 2003.

   Non-cash compensation. Non-cash compensation reflects the value of stock
issued to employees, consultants and advisors and stock options issued to
nonemployees for services. Since the transfer of these securities is not
contingent on future services, we recognized an expense at the time of
issuance. Non-cash compensation expense for 2002 was $843,000 compared to
$277,000 for 2001. The 2002 amount reflects $130,000 worth of stock issued to
four management employees. The 2001 amount is entirely attributable to
payments to consultants.

   Loss from operations. Loss from operations for 2002 was $2.2 million
compared to $1.4 million for 2001. This increase is attributable to factors
discussed above, specifically (i) higher volume of lower margin business and
(ii) a higher amount of non-cash compensation recorded in 2002. We expect our
investment in an expanded distribution network to result in significantly
higher revenues in the future while our ongoing operating expenses, other than
commissions and fees, to increase by a smaller percentage. We believe these
factors will contribute to continuing improvement in the results from
operations in the foreseeable future.

   Other expense -- net. Other income and expense consists primarily of
interest income and expense and loss from disposition of assets. Net other
expense for 2002 and 2001 was $31,000 and $144,000, respectively. The decrease
in net other expense is primarily the result of more interest capitalized as
software development costs during 2002 compared to the amount capitalized
during 2001 and lower borrowings and associated interest expense during 2002
compared to 2001. In 2002, we recorded interest income of $4,000 and interest
expense of $35,000. In 2001, we recorded interest income of $11,000 and
interest expense of $155,000.

                                       23

<PAGE>

   Income tax expense. At December 31, 2002 we had operating loss
carryforwards of approximately $7.2 million that may be applied against future
taxable income in years through 2022. The loss carryforwards and other items
result in net deferred tax asset of approximately $2.3 million. The amount of
and ultimate realization of the benefits from this deferred tax asset for
income tax purposes depends, in part, on applicable tax laws in effect, our
future earnings, and other future events, the effects of which cannot be
determined. As a result of the uncertainty surrounding the realization of the
deferred tax asset, at year-end we established a valuation allowance equal to
the net deferred tax asset and no income tax benefit from our operating loss
has been recognized for any of the periods presented.

   Net loss. Net loss for 2002, was $2.3 million compared to $1.5 million for
2001. The increased net loss is attributable to the foregoing factors. A
substantial portion of the loss in 2002 is attributable to non-cash expense
items, particularly non-cash compensation and accrued litigation settlements,
which we do not expect to incur in 2003. After eliminating these items, our
net loss was $1.3 million in 2002 and 2001.

Liquidity and Capital Resources

   Historically, we have financed our working capital requirements through cash
flow from operations, the sale of shares of our common stock, proceeds from
short-term bank borrowings, and proceeds from the sale of convertible
debentures and notes. Since the end of 2001, we have not had any working
capital credit facility.

   Since January 1, 2003 we have raised $1.72 million by selling stock,
warrants and convertible debt instruments. Our 12% unsecured convertible note
in the principal amount of $200,000 is due and payable on February 28, 2004.
Our 12% secured convertible debentures in the aggregate principal amount of
$1.5 million are due and payable March 31, 2004. The interest rate on the
debentures is reduced to the prime rate once we transfer $1.725 million to an
escrow account.

   As of December 31, 2002, we had a working capital deficit of approximately
$1.6 million. Our working capital deficit takes into account a $359,000
reserve for contingent liabilities arising in connection with lawsuits in
which we are either a defendant or have agreed to indemnify a defendant.

   For the year ended December 31, 2002, net cash used by operating activities
was $722,000. The primary components of our operating cash flows are our net
loss, increase in accounts payable, depreciation and amortization, stock and
options issued for services and increases in inventory.

   Capital expenditures include capitalized software development costs and
purchase of property and equipment. For the year ended December 31, 2002,
capitalized software development costs were $815,000 and purchases of property
and equipment were $573,000. We expect that capital expenditures will increase
significantly in 2003 as we place more terminals in service.

   For the year ended December 31, 2002, net cash provided by financing
activities was $2.1 million. Net cash provided by financing activities
primarily reflects sales of common stock and convertible debt as well as
repayments of existing indebtedness.

   In the future, we may issue additional debt or equity securities in order to
satisfy our cash needs. Any debt incurred or issued may be secured or
unsecured, at a fixed or variable interest rates and may contain other terms
and conditions that our board of directors deems prudent. Any sales of equity
securities may be at or below current market prices. We expect the proceeds
from these financing activities to be used primarily to manufacture, market
and sell additional Qxpress 200 terminals and to reduce short-term
liabilities. We cannot assure you that we will be successful in generating
sufficient capital to adequately fund our liquidity needs.

Recent Accounting Pronouncement

   Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets", SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections", SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", and SFAS No. 147, "Acquisitions
of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and
144 and FASB Interpretation No. 9",  and

                                       24

<PAGE>

SFAS 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure--And Amendment of FASB Statement 123" were recently issued. SFAS
No. 144, 145, 146, 147 and 148 have no current applicability to us or their
effect on our financial statements are not significant.

Item 7. Consolidated Financial Statements


                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                                    CONTENTS


                                                                           PAGE
                                                                           ----
--  Independent Auditors' Report ........................................   26

--  Consolidated Balance Sheet, at December 31, 2002 ....................   27

--  Consolidated Statements of Operations, for the years ended
      December 31, 2002 and 2001 ........................................   28

--  Consolidated Statement of Stockholders' Equity (Deficit), for the
      years ended December 31, 2002 and 2001 ............................   29

--  Consolidated Statements of Cash Flows, for the years ended
      December 31, 2002 and 2001 ........................................   30

--  Notes to Consolidated Financial Statements ..........................   32



                                       25
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
Orem, Utah

   We have audited the accompanying consolidated balance sheet of Q Comm
International, Inc. and Subsidiary at December 31, 2002, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2002 and 2001. These consolidated
financial statements are the responsibility of the Company's 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 in the United States of America. Those standards require that we
plan and perform the audit 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 consolidated financial statements audited by us present
fairly, in all material respects, the financial position of Q Comm
International, Inc. and Subsidiary as of December 31, 2002, and the results of
its operations and its cash flows for the years ended December 31, 2002 and
2001, in conformity with generally accepted accounting principles in the
United States of America.

   The financial statements referred to above have been prepared assuming Q
Comm International, Inc. and Subsidiary will continue as a going concern. As
discussed in Note 15 to the financial statements, Q Comm International Inc.,
has incurred significant losses in recent years and has current liabilities in
excess of current assets, raising substantial doubt about its ability to
continue as a going concern. Management's plans in regards to these matters
are also described in Note 15. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
March 17, 2003, except for
note 17, as to which
the date is March 31, 2003


                                       26
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                                               December 31, 2002
                                                               -----------------
                           ASSETS
Current Assets:
 Cash in bank ..............................................      $   115,609
 Accounts receivable, net ..................................           51,699
 Inventory .................................................          165,491
 Deferred taxes ............................................          539,228
                                                                  -----------
   Total Current Assets ....................................          872,027
                                                                  -----------
Property & Equipment, net ..................................        1,035,502
Other Assets:
 Capitalized software development costs, net ...............        1,330,053
 Goodwill, net .............................................          144,580
 Deferred stock offering costs .............................           67,115
 Deposits ..................................................           24,074
                                                                  -----------
   Total Other Assets ......................................        1,565,822
                                                                  -----------
   Total Assets ............................................      $ 3,473,351
                                                                  ===========
       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
 Bank overdraft ............................................      $   595,544
 Accounts payable ..........................................        1,229,701
 Accrued expenses ..........................................          226,635
 Notes payable .............................................           31,350
 Convertible notes payable - current portion ...............           43,557
 Capital lease obligation - current portion ................            5,892
 Contingent liabilities ....................................          359,235
                                                                  -----------
   Total Current Liabilities ...............................        2,491,914
                                                                  -----------
Long-term Obligations:
 Convertible notes payable .................................          167,690
 Capital lease obligation ..................................           14,754
 Related party obligations .................................          410,692
 Deferred taxes ............................................          539,228
                                                                  -----------
   Total Long-term Obligations .............................        1,132,364
                                                                  -----------
   Total Liabilities .......................................        3,624,278
                                                                  -----------
Stockholders' Equity (Deficit):
 Common stock, $.001 par value, 50,000,000 shares
   authorized, 19,026,652 shares issued and outstanding ....           19,027
 Capital in excess of par value ............................        7,494,098
 Retained deficit ..........................................       (7,533,102)
                                                                  -----------
                                                                      (19,977)
 Less stock subscription receivable ........................         (130,950)
                                                                  -----------
   Total Stockholders' Equity (Deficit) ....................         (150,927)
                                                                  -----------
   Total Liabilities and Stockholders' Equity (Deficit) ....      $ 3,473,351
                                                                  ===========


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       27
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                         For the Years Ended
                                                            December 31,
                                                      -------------------------
                                                         2002           2001
                                                      -----------   -----------
Revenues ..........................................   $24,028,002   $16,359,504
Cost of Goods Sold ................................    17,611,023    11,649,760
                                                      -----------   -----------
Gross Profit ......................................     6,416,979     4,709,744
                                                      -----------   -----------
Operating Expenses:
 Commissions and fees .............................     5,880,793     4,089,066
 Selling expenses .................................       307,734       282,009
 General and administrative expenses ..............     1,194,103     1,162,534
 Depreciation and amortization ....................       258,076       158,672
 Research and development .........................            --       146,490
 Accrued litigation settlements ...................       200,000            --
 Non-cash compensation ............................       842,986       276,722
                                                      -----------   -----------
   Total Operating Expenses........................     8,683,692     6,115,493
                                                      -----------   -----------
Loss from Operations ..............................    (2,266,713)   (1,405,749)
                                                      -----------   -----------
Other Income (Expense):
 Other Income .....................................         3,950        11,119
 Interest and Other Expense .......................       (34,802)     (155,586)
                                                      -----------   -----------
   Total Other Income (Expense)....................       (30,852)     (144,467)
                                                      -----------   -----------
Loss Before Income Taxes ..........................    (2,297,565)   (1,550,216)
Income Tax Expense ................................            --            --
                                                      -----------   -----------
Net Loss ..........................................   $(2,297,565)  $(1,550,216)
                                                      ===========   ===========
Basic Loss per Common Share .......................   $     (0.15)  $     (0.14)
                                                      ===========   ===========


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       28
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                       Common Stock        Capital in       Stock
                                                                   --------------------     Excess of    Subscription     Retained
                                                                     Shares      Amount     Par Value     Receivable      Deficit
                                                                   ----------   -------    ----------    ------------   -----------
<S>                                                                <C>          <C>        <C>           <C>            <C>
BALANCE, January 1, 2001.......................................     9,193,349   $ 9,193    $2,853,654     $      --     $(3,685,321)
Issuance of common stock for cash, at $.30 to $.70 per share,
  net of offering cost of $152,528.............................     2,100,951     2,101       698,899            --              --
Issuance of common stock for services, at $.25 to $.54 per
  share........................................................       955,934       956       149,475            --              --
Issuance of common stock upon conversion of debentures at $.30
  per share....................................................       196,918       197        58,878            --              --
Issuance of common stock for subscription receivable...........       385,715       386       134,614      (135,000)             --
Issuance of common stock upon exercise of warrants under
  cashless exercise option.....................................       256,852       257          (257)           --              --
Issuance of 1,895,334 options/warrants to purchase common
  shares at $.35 to $1.25 per share............................            --        --       199,010            --              --
Net loss for the year ended December 31, 2001..................                                                          (1,550,216)
                                                                   ----------   -------    ----------     ---------     -----------
BALANCE, December 31, 2001.....................................    13,089,719   $13,090    $4,094,273     $(135,000)    $(5,235,537)
                                                                   ----------   -------    ----------     ---------     -----------
Issuance of common stock for cash, at $.30 to $1.00 per share,
  net of offering cost of $149,116.............................     4,112,842     4,113     2,632,662            --              --
Issuance of common stock for services, at $.30 to $1.93 per
  share........................................................     2,148,849     2,149       667,852
Issuance of common stock upon exercise of warrants under
  cashless exercise option.....................................        75,242        75           (75)           --              --
Cancellation of common stock issued as collateral for a loan...      (400,000)     (400)          400            --              --
Issuance of 167,500 options/warrants to purchase common shares
  at $1.50 to $1.80 per share..................................            --        --        98,986            --              --
Cash received for subscription receivable......................            --        --            --         4,050              --
Net loss for the year ended December 31, 2002..................            --        --            --            --      (2,297,565)
                                                                   ----------   -------    ----------     ---------     -----------
BALANCE, December 31, 2002.....................................    19,026,652   $19,027    $7,494,098     $(130,950)    $(7,533,102)
                                                                   ==========   =======    ==========     =========     ===========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       29
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         For the Years Ended
                                                            December 31,
                                                      -------------------------
                                                         2002           2001
                                                      -----------   -----------
Cash Flows from Operating Activities:
 Net loss .........................................   $(2,297,565)  $(1,550,216)
 Adjustments to reconcile net loss to net cash
   used by operating activities:
   Loss on disposal of property and equipment......        18,121         5,170
   Depreciation and amortization...................       258,076       158,672
   Non-cash compensation...........................       842,986       276,722
   Change in assets and liabilities:
    (Increase) decrease in accounts receivable ....       (22,386)      155,451
    Increase in inventory .........................      (142,982)      (22,509)
    Increase in other assets ......................       (20,516)         (820)
    Increase in accounts payable ..................       471,275       475,511
    Increase (decrease) in accrued liabilities ....       (26,633)      189,060
    Increase (decrease) in related party
      obligations..................................        (2,608)       78,771
    Increase in contingent liabilities ............       200,000            --
                                                      -----------   -----------
     Net Cash Used by Operating Activities ........      (722,232)     (234,188)
                                                      -----------   -----------
Cash Flows from Investing Activities:
 Purchase of property and equipment ...............      (573,428)     (549,362)
 Capitalized software development costs ...........      (814,748)     (632,742)
 Proceeds from sale of property and equipment .....        30,327            --
 Decrease in certificates of deposit ..............       100,000            --
                                                      -----------   -----------
     Net Cash Used by Investing Activities ........    (1,257,849)   (1,182,104)
                                                      -----------   -----------
Cash Flows from Financing Activities:
 Issuance of common stock .........................     2,636,775       701,000
 Cash received from subscription receivable .......         4,050            --
 Payment of stock offering costs ..................      (141,114)           --
 Net decrease in lines of credit ..................            --       (63,368)
 Proceeds from notes payable ......................            --       200,000
 Proceeds from convertible notes payable ..........            --       450,000
 Payment on notes payable .........................      (570,124)     (154,825)
 Payments on convertible notes payable ............      (237,900)           --
 Payments on capital lease obligation .............        (5,043)         (753)
 Increase in bank overdraft .......................       406,624       188,920
                                                      -----------   -----------
     Net Cash Provided by Financing Activities ....     2,093,266     1,320,974
                                                      -----------   -----------
Net Increase (Decrease) in Cash ...................       113,187       (95,318)
Cash, Beginning of Period .........................         2,422        97,740
                                                      -----------   -----------
Cash, End of Period ...............................   $   115,609   $     2,422
                                                      ===========   ===========
Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
   Interest expense................................   $     9,205   $    27,238
   Capitalized interest............................   $    73,710   $    26,632
   Income taxes....................................   $       100   $        --



                                       30
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (Continued)

Supplemental Schedule of Non-cash Investing and Financing Activities:

                     For the year ended December 31, 2002:

     The Company issued 1,823,849 shares of common stock to non-employees for
     services rendered valued at $689,117, including stock offering costs of
     $75,117.

     The Company issued 167,500 in options/warrants to purchase common stock
     valued at $98,986 in exchange for services.

     The Company issued 325,000 shares of common stock to employees with a
     value of $130,000.

     The Company issued 75,242 shares of common stock in cashless exercises of
     common stock options.

     The Company canceled 400,000 shares of common stock which had been issued
     as collateral for a loan.

                     For the year ended December 31, 2001:

     The Company issued 955,934 shares of common stock to non-employees for
     services rendered valued at $302,959, including stock offering costs of
     $152,528 and a reduction in accounts payable of $72,719.

     The Company issued 1,895,334 in options/warrants to purchase common stock
     valued at $199,010 in exchange for services.

     The Company issued 196,918 shares of common stock in conversion of
     $50,000 of convertible debentures along with accrued interest of $9,075.

     The Company issued 385,715 shares of common stock for a subscription
     receivable in the amount of $135,000.

     The Company issued 285,852 shares of common stock in a cashless exercise
     of a common stock option.

     The Company converted $63,446 in accrued interest payable to notes
     payable.

     The Company obtained equipment with a value of $26,422 by entering into a
     capital lease.

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       31
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization - Q Comm International, Inc. (the Company) was organized on
February 7, 1986 as Four Rivers Development, Inc. This name was changed on
August 3, 1998 to Q Comm International Inc. Substantially all operations are
conducted through the Company's wholly owned subsidiary, Q Comm, Inc. The
Company is headquartered in Orem, Utah. The Company's business involves
purchasing and reselling prepaid telecommunication products through a
proprietary electronic point-of-sale activation system. The Company provides
its products to end users throughout the United States as well as Canada and
Puerto Rico. The Company has not paid any dividends and any dividends that may
be paid in the future will depend upon the financial requirements of the
Company and other relevant factors.

   Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with an
original maturity of three months or less to be cash equivalents.

   Accounts Receivable - Accounts receivable consists of trade receivables
arising in the normal course of business. At December 31, 2002, the Company
has established an allowance for doubtful accounts of approximately $24,600,
which reflects the Company's best estimate of probable losses in the accounts
receivable balance. The Company determines the allowance based on the status
and age of the accounts, historical experience, and other currently available
evidence. Amounts written off as bad debt for the years presented are
insignificant.

   Inventory - Inventory consists of prepaid telecommunication products sold by
the Company and is carried at the lower of cost or market value.

   Depreciation - Depreciation of property and equipment is provided on the
straight-line method over the estimated useful lives of the assets of five
years.

   Intangible Assets - During the year ended December 31, 2002, the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The Company has classified its
goodwill as an indefinite-life intangible asset and accordingly has stopped
recording amortization.

   The Company capitalizes software development costs incurred to develop
certain of the Company's new products and services in accordance with
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs
of Computer Software to Be Sold, Leased, or Otherwise Marketed". Costs are
capitalized only after the technological feasibility of the project has been
established. In accordance with SFAS No. 142, the Company has recorded its
software development costs as a definite-life intangible asset is amortizing
these costs over the estimated useful life of the software of three years.

   The Company regularly reviews the carrying value of intangible assets. At
the time a determination is made that capitalized amounts are not recoverable
based on the estimated cash flows to be generated from the asset, the
difference between the carrying amount and the value based on estimated cash
flows is written off (see Notes 3 and 4).

   Revenue Recognition - The Company provides electronic delivery of prepaid
telecommunication products through a variety of retail locations. Revenue is
recognized at the time products are sold. Sales of the Company's products are
generally made directly to end-users. There is no right of return for products
sold and the Company is not obligated for further performance after the sale.
These sales transactions are accounted for at "gross" since the Company meets
the requirements specified by Securities and Exchange Commission Staff
Accounting Bulletin No. 101 - Revenue Recognition in Financial Statements (SAB
101) and Emerging Issues Task Force No. 99-19 (EITF 99-19). In the event of
sales where the Company does not have ownership of the product sold and
another entity has such risk and reward of product ownership and/or where
certain other requirements of SAB 101 or EITF 99-19 are not met, the Company
records revenues on a "net" basis.


                                       32
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued)

   The Company also generates revenue from the sale or rental of terminals,
minimum performance fees and sales of other products. These sales are recorded
net of sales discounts and allowances.

   Cost of Goods Sold - The cost of goods sold is primarily the cost of the
prepaid telecommunication products sold at retail and transaction processing
services paid to a third party. The full cost of the product, as well as all
direct costs associated with the sale of the product, are recorded at the time
of sale. Cost of goods sold does not include commissions and fees paid to
brokers and other intermediaries.

   Loss Per Share - The Company computes loss per share in accordance with
Statement of Financial Accounting Standards No. 128 "Earnings Per Share,"
which requires the Company to present basic earnings per share and dilutive
earnings per share when the effect of options/warrants and convertible notes
is dilutive (see Note 13).

   Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." This statement requires an asset and liability approach for accounting
for income taxes (see Note 12).

   Research and Development - Research and development costs are for the
purpose of new product development and are expensed as incurred.

   Advertising Costs - Advertising costs are expensed as incurred. Such costs
amounted to $13,513 and $19,573 during the years ended December 31, 2002 and
2001, respectively.

   Consolidation - All intercompany balances and transactions between the
parent and subsidiary have been eliminated in consolidation.

   Accounting 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, the disclosures 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 estimated
by management.

   Reclassifications - Certain amounts in the financial statements for the year
ended December 31, 2001 have been reclassified to conform to headings and
classifications used in the December 31, 2002 financial statements.

   Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections", SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities",
and SFAS No. 147, "Acquisitions of Certain Financial Institutions - an
Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9",
and SFAS 148, "Accounting for Stock-Based Compensation -- Transition and
Disclosure -- And Amendment of FASB Statement 123" were recently issued. SFAS
No. 144, 145, 146, 147 and 148 have no current applicability to the Company or
their effect on the financial statements would not have been significant.

NOTE 2 - PROPERTY & EQUIPMENT

   The following is a summary of property and equipment at December 31, 2002:

      Point of sale equipment.............................    $1,134,961
      Office and computer equipment.......................       140,349
                                                              ----------
      Total cost..........................................     1,275,310
      Accumulated depreciation............................      (239,808)
                                                              ----------
      Property & equipment, net...........................    $1,035,502
                                                              ==========



                                       33
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 2 - PROPERTY -- (Continued)

   Depreciation expense for the years ended December 31, 2002 and 2001 was
$137,161 and $113,704, respectively.

   Included in the cost of property and equipment at December 31, 2002 is a
deposit in the amount of approximately $520,000 for various components of
point of sale equipment to be manufactured for the Company. The deposit will
be offset against the cost of the equipment to the Company as the point of
sale equipment is purchased.

NOTE 3 - GOODWILL

   At December 31, 2002, the Company had $144,580 in goodwill remaining from a
purchase acquisition classified as an indefinite-life intangible asset. In
accordance with SFAS No. 142, the Company completed its initial test of
goodwill for impairment during the year ended December 31, 2002. The Company
used the quoted market price of its common stock to test the remaining
goodwill for impairment and determined that the Company's goodwill was not
impaired. Accordingly, there was no amortization expense recorded during the
year ended December 31, 2002.

   Previous to the adoption of SFAS No. 142 on January 1, 2002, the Company's
goodwill was being amortized on a straight-line basis over the estimated
useful life of five years, in accordance with Accounting Principles Board
Opinion No. 17, "Intangible Assets". During the year ended December 31, 2001,
the Company recorded amortization expense of $44,968.

   If SFAS No. 142 had been applied in all years presented, it would have the
following effects:

                                                            December 31,
                                                      -------------------------
                                                         2002          2001
                                                     -----------    -----------
      Net loss as reported .......................   $(2,297,565)   $(1,550,216)
      Add amortization of assets no longer being
       amortized .................................            --         44,968
                                                     -----------    -----------
      Adjusted net loss ..........................   $(2,297,565)   $(1,505,248)
                                                     ===========    ===========

NOTE 4 - CAPITALIZED SOFTWARE DEVELOPMENT

   Information related to capitalized softwaredevelopment costs at December 31,
2002 is as follows:

      Capitalized software, beginning of year...................    $  636,220
      Capitalized during the year...............................       814,748
                                                                    ----------
      Capitalized software, end of year.........................     1,450,968
      Accumulated amortization..................................      (120,915)
                                                                    ----------
      Capitalized software, net.................................    $1,330,053
                                                                    ==========

   Of the balance at December 31, 2002, approximately $380,000 was paid to a
third-party software development company and other outside entities. The
remaining costs represent capitalized internal costs, which are primarily
employee salaries and benefits, and related capitalized interest of
approximately $100,000.

   During the year ended December 31, 2002, the Company completed its initial
test of capitalized software development costs in accordance with SFAS No. 142.
The Company used the estimated future cash flows related to its capitalized
software development costs and determined that such costs were not impaired.
The Company has classified its capitalized software development costs as a
definite-life intangible asset. The project was placed in service during
September 2002, and the Company began recording amortization expense. During
the year ended December 31, 2002, the Company recorded amortization expense of
$120,915.


                                       34
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 5 - BANK OVERDRAFT

   The Company receives payment on substantially all its sale transactions
through the automated clearinghouse system (ACH system) on either a daily or
weekly basis. Once the payment has been received, the Company disburses funds
via the ACH system for the cost of products sold and commissions according to
the respective agreements, generally ranging from 1-4 days after funds are
received. This timing difference between receipt of funds and payment of
product costs and commissions creates an ongoing balance of available funds
(float) in the Company's bank accounts. At December 31, 2002, the Company has
utilized a portion of this available balance in the amount of $595,544, which
created an overdraft in the Company's books and records while the balance on
the bank's records was positive.

NOTE 6 - RELATED PARTY OBLIGATIONS

   At December 31, 2002 the Company owed its CEO a total of $410,692 consisting
principally of unpaid equipment lease expenses, deferred salary, notes payable
and accrued interest. In February 2003 the amounts were combined into a single
note payable with interest at 10%, due the earlier of December 31, 2007 or
upon a change in control of the Company or a sale or liquidation of the
Company's assets. If the Company enters into a qualified financing (consisting
of a transaction or series of related transactions in which the Company raises
at least $4,000,000), i) a payment of $150,000 is due within three days of the
financing; ii) accrued interest is due the last day of the 12th month
following the financing; and iii) monthly payments in the amount required to
fully amortize the remaining principal amount of the note and interest by
December 31, 2007 will begin the last day of the 13th month following the
financing. The entire balance of the note is reflected as a long-term
liability as of December 31, 2002.

   During the years ended December 31, 2002 and 2001, the Company recorded
interest expense on the original notes of $ 14,873 and $14,429, respectively.

NOTE 7 - LONG-TERM DEBT

CONVERTIBLE NOTES PAYABLE

   During November and December 2001, the Company borrowed a total of $250,000
in the form of a convertible note payable. The outstanding balance of the note
may be converted into common stock at $1.25 per share after one year at the
option of the holder. The note bears interest at 14% and requires monthly
payments of $5,865 through November 2006. The note is secured by the Company's
tangible and intangible assets, and the proceeds therefrom. In connection with
the note, the Company issued warrants for the purchase of 150,000 shares of
common stock at $1.25 per share, expiring 2008. These warrants were valued at
$15,750 and recorded as interest expense. At December 31, 2002, the
outstanding balance of the note was $211,247. In February 2003, the borrower
agreed to subordinate its security interest related to the note in favor of
certain investors who purchased the Company's convertible debentures (see
Note 17). As consideration for this subordination of security interest, the
Company decreased the exercise price of the warrants to $.75 per share. The
effect of the decrease in the exercise price of the warrant was $2,490, which
was recorded as interest expense in February, 2003.

NOTES PAYABLE

   During November 2000, the Company issued an unsecured note payable for
$50,000 with interest at 12% and a due date of November 27, 2001. The due date
was later extended to November 30, 2003. In connection with obtaining the
note, the Company issued options to purchase 25,000 shares of common stock at
$.60 per share expiring November 2003, with demand registration rights. The
options were exercised during the year ended December 31, 2002. The balance of
the note at December 31, 2002 was $31,350.



                                       35
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 7 - LONG-TERM DEBT -- (Continued)

   A summary of maturities of all long-term debt as of December 31, 2002 is as
follows:

      2003.....................................................    $ 74,907
      2004.....................................................      49,980
      2005.....................................................      57,514
      2006.....................................................      60,196
                                                                   --------
      Total....................................................     242,597
      Less current portion.....................................     (74,907)
                                                                   --------
      Long-term portion........................................    $167,690
                                                                   ========


   At December 31, 2002, the total of $74,907 due in 2003 is reflected in the
accompanying balance sheet as notes payable of $31,350 and convertible notes
payable of $43,557.

NOTE 8 - LEASES

   During 2001, the Company entered into a capital lease for the purchase of
certain computer equipment. The lease requires monthly payments of $820
through September 2005 and has an outstanding principal balance at December 31,
2002 of $20,646. The lease is collateralized by equipment with a remaining
book value of approximately $19,600 at December 31, 2002. Depreciation expense
of $5,285 and $1,506 was recognized on this equipment during the years ended
December 31, 2002 and 2001, respectively.

   Total future minimum lease payments, including interest and other costs, are
as follows:

      2003.....................................................    $ 9,845
      2004.....................................................      9,845
      2005.....................................................      8,204
                                                                   -------
      Total....................................................     27,894
      Less interest and other costs............................     (7,248)
                                                                   -------
      Present value of future minimum lease payments...........     20,646
      Less current portion.....................................     (5,892)
                                                                   -------
      Long-term portion........................................    $14,754
                                                                   =======

   In January 2003, the Company entered into a capital lease for certain
equipment (see Note 17).

   The Company leases office and warehouse space under an operating lease
agreement dated November 22, 1999, with an original expiration date of
December 31, 2001. In 2001, the Company exercised its option to renew the
lease for an additional two years with base rents of $3,280 per month in 2002
and $3,400 in 2003. The Company's future minimum rental under this operating
lease amounts to $40,800 at December 31, 2002.

NOTE 9 - LITIGATION AND CONTINGENCIES

   In 1999, the Company sold certain services to a third party who in turn sold
these services to consumers. When the third party failed to deliver as
anticipated, some of the consumers reversed the charges that had been made on
their credit card accounts to purchase the services. These reversals were
ultimately covered by charges made to the Company's merchant account with a
bank, resulting in an overdraft of that account. The Company, under the
agreement with the third party, is entitled to be reimbursed 50% of the amount
of the charge-backs. During 2000, the bank filed suit claiming damages of
$175,477. Management believes the bank reversed charges that should not have
been reversed under the terms and conditions of the consumers' agreement and
therefore disputes the bank's claim.


                                       36
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 9 - LITIGATION AND CONTINGENCIES -- (Continued)

   At December 31, 2002, the Company's CEO was party to a suit in which the
plaintiff claims the CEO agreed to sell to the plaintiff 300,000 shares of the
Company's common stock at $.03 per share. The CEO disputes the plaintiff's
claim that this option is valid. Since the CEO's actions were for the benefit
of the Company, the Board of Directors has agreed to indemnify the CEO by
replacing his shares through the issuance of shares from treasury or otherwise
compensate the CEO for any monetary loss if the plaintiff is successful in his
claim.

   In January 2002, the Company filed an action against an individual for non-
payment of funds owed for the purchase of common stock in the amount of
$135,000. The Company has been awarded summary judgment in this matter and
expects to receive the remaining outstanding amount, which was $130,950 at
December 31, 2002.

   In December 2002, the Company granted a total of 650,000 shares of
restricted common stock as a bonus payable to four executives and key
employees. 325,000 of the shares are for past services and are distributable
anytime after January 31, 2003 at the election of the employee. These 325,000
shares were valued at $130,000 and recorded as non-cash compensation in the
accompanying statement of operations for the year ended December 31, 2002. The
remaining 325,000 shares are issuable in June 2004 or upon a change in control
of the company. The employee must remain in the continuous employment of the
Company until the time the shares become issuable in order to receive them.

   The Company has recorded a contingent liability in connection with these
matters.

NOTE 10 - CAPITAL STOCK

   A summary of common stock transactions for the years ended December 31, 2002
and 2001 is as follows:

Year Ended December 31, 2002

   The Company sold 4,087,842 shares of restricted common stock at prices
ranging from $.30 to $1.00 per share through private placements for $2,621,775
in cash. Stock offering costs of $149,116 were recorded in connection with the
sales, including 77,217 shares of restricted common stock valued at $75,117.

   The Company issued 25,000 shares of restricted common stock upon the
exercise of common of stock options for $15,000 in cash.

   The Company issued 1,746,632 shares of restricted common stock for legal,
consulting and investor relations services valued at $614,000, which is
reported as non-cash compensation in the accompanying statement of operations.

   The Company granted a total of 325,000 shares of restricted common stock to
four executives and key employees for services rendered during the year. The
shares were valued at $130,000 and recorded as non-cash compensation in the
accompanying statement of operations.

   The Company issued 75,242 shares of restricted common stock in a cashless
exercise of common stock options. The underlying agreements were for a total
of 154,445 common stock options with exercise prices ranging from $.40 to
$1.00 per share.

   The Company canceled 400,000 shares of common stock that had been issued as
collateral for a loan.

   The Company recorded $98,986 in non-cash compensation in accordance with
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (SFAS 123) for the issuance of 167,500 options to non-
employees to purchase common stock at $1.50 to $1.80 per share for consulting
services.


                                       37
<PAGE>


                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 10 - CAPITAL STOCK -- (Continued)

Year Ended December 31, 2001

   The Company sold 1,386,666 shares of restricted common stock at $.30 per
share through private placements for $416,000 in cash. Stock offering costs of
$152,528 were recorded in connection with the sales, including 385,334 shares
of restricted common stock valued at $128,868. In connection with the sales,
the company issued warrants to purchase 1,253,333 shares of restricted common
stock at an exercise price of $1.00 per share.

   The Company issued 1,100,000 shares of registered common stock upon the
exercise of stock options at $.35 to $.70 per share for $285,000 in cash and
$135,000 in a subscription receivable.

   The Company issued 570,600 shares of common stock (470,600 of which were
restricted) for legal, consulting and investor relations services valued at
$174,091, which is reported as non-cash compensation in the accompanying
statement of operations.

   The Company issued 196,918 shares of restricted common stock upon the
conversion of a $50,000 debenture at $.30 per share and related accrued
interest of $9,075.

   The Company issued 256,852 shares of registered common stock in a cashless
exercise of common stock options. The underlying agreement was for a total of
380,000 common stock options with an exercise price of $.35 per share.

   The Company recorded $199,010, including $23,660 in stock offering costs, in
accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123) for the issuance of
126,356 options to non-employees to purchase common stock at $.35 to $1.25 per
share for consulting services, legal services, extension of notes payable and
upon issuance of notes payable.

   At December 31, 2002 the Company's CEO was party to a suit in which the
plaintiff claims the CEO agreed to sell to the plaintiff 300,000 shares of the
Company's common stock at $.03 per share. (See Note 9).

   On February 7, 2003, the Company's Board of Directors authorized the sale of
convertible notes and debentures, warrants and stock to raise additional
capital as well as the filing of a registration statement with the Commission
for an underwritten public offering of stock and warrants by the Company. The
Board of Directors also authorized the establishment of the Company's 2003
Stock Option Plan. (See Note 17).

NOTE 11 - STOCK OPTIONS AND WARRANTS

   A summary of the status of options granted to employees at December 31, 2002
and 2001, and changes during the years then ended are as follows:

<TABLE>
<CAPTION>
                                                                                   2002                            2001
                                                                       ----------------------------    ----------------------------
                                                                                   Weighted Average                Weighted Average
                                                                        Shares      Exercise Price      Shares      Exercise Price
                                                                      ---------    ----------------    ---------   ----------------
<S>                                                                   <C>          <C>                 <C>         <C>
Outstanding at beginning of year ..................................   3,790,000          $1.08         1,655,000         $1.34
Granted ...........................................................     325,000          $1.00         3,020,000         $1.02
Exercised .........................................................          --          $  --                --         $  --
Forfeited .........................................................     390,000          $1.12           264,000         $1.44
Expired ...........................................................     654,684          $1.00           621,000         $1.60
                                                                      ---------          -----         ---------         -----
Outstanding at end of year ........................................   3,070,316          $1.03         3,790,000         $1.03
                                                                      =========                        =========
Exercisable at end of year ........................................   1,030,000          $1.08         1,030,000         $1.08
Weighted average fair value of options granted ....................     325,000          $ .57         3,020,000         $ .69
</TABLE>


                                       38
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 11 - STOCK OPTIONS AND WARRANTS -- (Continued)

   A summary of the status of stock options outstanding to employees of the
Company at December 31, 2002 is presented below:

<TABLE>
<CAPTION>
                                                              Options Outstanding                         Options Exercisable
                                               --------------------------------------------------    ------------------------------
                  Range of                                   Weighted Average    Weighted Average                  Weighted Average
                  Exercise                       Number          Remaining           Exercise          Number          Exercise
                   Prices                      Outstanding   Contractual Life          Price         Exercisable         Price
-------------------------------------------    -----------   ----------------    ----------------    -----------   ----------------
<S>                                            <C>           <C>                 <C>                 <C>           <C>
                   $1.00                          268,750        4.9 years             $1.00                 --          $  --
                   $1.00                        1,971,566        3.7 years             $1.00            200,000          $1.00
               $1.00 - $1.10                      830,000        2.4 years             $1.10            830,000          $1.10
                                                ---------                                             ---------
                                                3,070,316                                             1,030,000
                                                =========                                             =========
</TABLE>

   The Company has adopted the disclosure-only provisions of SFAS 123.
Accordingly, no compensation cost has been recognized for the stock option
plans or other agreements. Had compensation cost for the Company's stock
option plan and agreements been determined based on the fair value at the
grant date for awards in 2002 and 2001 consistent with the provisions of SFAS
No. 123, the Company's net earnings and earnings per share would have been
increased to the pro forma amounts indicated below:

                                                         2002          2001
                                                     -----------    -----------
      Net Income                 As reported .....   $(2,297,565)   $(1,550,216)
                                 Pro forma .......   $(2,698,369)   $(2,258,918)
      Basic earnings per share   As reported .....   $      (.15)   $      (.14)
                                 Pro forma .......   $      (.17)   $      (.21)

   The fair value of each option granted is estimated on the date granted using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants during the years ended December 31, 2002 and 2001:
expected dividend yields of zero, expected life of 5 years, expected
volatility of 140%, and risk-free interest rates of 3.1% and 4.6%,
respectively.

   A summary of the status of options and warrants granted to non-employees at
December 31, 2002 and 2001, and changes during the years then ended are as
follows:

<TABLE>
<CAPTION>
                                                                                 2002                             2001
                                                                     ----------------------------    ------------------------------
                                                                                 Weighted Average                  Weighted Average
                                                                      Shares      Exercise Price       Shares       Exercise Price
                                                                    ---------    ----------------    -----------   ----------------
<S>                                                                 <C>          <C>                 <C>           <C>
Outstanding at beginning of year ................................   2,573,383          $1.21           1,279,987         $1.90
Granted .........................................................     167,500           1.62           3,215,334           .67
Exercised .......................................................    (179,445)           .89          (1,646,667)          .37
Forfeited .......................................................          --             --                  --            --
Expired .........................................................    (475,271)          2.11            (275,271)         2.98
                                                                    ---------                        -----------
Outstanding at end of year ......................................   2,086,167          $1.06           2,573,383         $1.21
                                                                    ---------                        -----------
Exercisable at end of year ......................................   2,086,167                        $ 2,573,383         $1.21
                                                                    ---------                        -----------
Weighted average fair value of
  options granted................................................     167,500          $ .59           3,215,334         $ .10
                                                                    ---------                        -----------
</TABLE>


                                       39
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 11 - STOCK OPTIONS AND WARRANTS -- (Continued)

   A summary of the status of the options and warrants outstanding to non-
employees of the Company at December 31, 2002 is presented below:

<TABLE>
<CAPTION>
                                                              Options Outstanding                         Options Exercisable
                                               --------------------------------------------------    ------------------------------
                  Range of                                   Weighted Average    Weighted Average                  Weighted Average
                  Exercise                       Number          Remaining           Exercise          Number          Exercise
                   Prices                      Outstanding   Contractual Life          Price         Exercisable         Price
-------------------------------------------    -----------   ----------------    ----------------    -----------   ----------------
<S>                                            <C>           <C>                 <C>                 <C>           <C>
               $0.40 -- $0.50                      65,000        1.9 years             $0.48             65,000          $0.48
               $0.90 -- $1.25                   1,853,667        1.4 years             $1.00          1,853,667          $1.00
               $1.50 -- $1.65                     167,500        2.2 years             $1.62            167,500          $1.62
                                                ---------                                             ---------
                                                2,086,167                                             2,086,167
                                                ---------                                             ---------
</TABLE>

   The fair value of each option and warrant granted to non-employees is
estimated on the date granted using the Black-Scholes option pricing model
with the following weighted-average assumptions used for grants during the
years ended December 31, 2002 and 2001: risk-free interest rates of 2.7% and
4.5%, expected dividend yields of zero, expected life of 2.5 and 3.7 years,
and historical volatility of 141% and 169%, respectively.

NOTE 12 - INCOME TAXES

   The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
No. 109). SFAS No. 109 requires the Company to provide a net deferred tax
asset or liability equal to the expected future tax benefit or expense of
temporary reporting differences between book and tax accounting and any
available net operating loss or tax credit carryforwards. At December 31,
2002, the total of all deferred tax assets was approximately $2,823,000 and
the total of the deferred tax liabilities was approximately $539,000. The
amount of and ultimate realization of the benefits from the deferred tax
assets for income tax purposes is dependent, in part, upon the tax laws in
effect, the Company's future earnings, and other future events, the effects of
which cannot be determined. Because of the uncertainty surrounding the
realization of the deferred tax assets, the Company has established a
valuation allowance of approximately $2,284,000 and $1,440,000 at December 31,
2002 and 2001, respectively. The change in the valuation allowance for the
year ended December 31, 2001 was approximately $844,000.

   The Company had available at December 31, 2002, net operating loss
carryforwards of approximately $7,234,000, which may be applied against future
taxable income and which expire in various years through 2022.


                                       40
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 12 - INCOME TAXES -- (Continued)

   The components of income tax expense from continuing operations for the
years ended December 31, 2002 and 2001 consist of the following:

<TABLE>
<CAPTION>
                                                                  2002         2001
                                                              -----------    ---------
      <S>                                                     <C>            <C>
      Current income tax expense:
      Federal .............................................   $        --    $      --
      State ...............................................            --           --
                                                              -----------    ---------
      Current tax expense .................................   $        --    $      --
                                                              ===========    =========
      Deferred tax expense (benefit) arising from:
      Excess of tax over financial accounting depreciation    $   235,438    $ 303,790
      Deferred compensation ...............................       (69,378)     (35,172)
      Net operating loss carryforwards ....................    (1,000,330)    (780,189)
      Valuation allowance .................................       843,647      522,563
      Other ...............................................        (9,377)     (10,992)
                                                              -----------    ---------
      Net deferred tax expense ............................   $        --    $      --
                                                              ===========    =========
</TABLE>

   Deferred income tax expense results primarily from the reversal of temporary
timing differences between tax and financial statement income.

   A reconciliation of income tax expense at the federal statutory rate to
income tax expense at the company's effective rate is as follows:

<TABLE>
<CAPTION>
                                                                         2002    2001
                                                                        -----    -----
      <S>                                                               <C>      <C>
      Computed at the expected statutory rate .......................    34.0%    34.0%
      State and local income taxes, net of federal benefit ..........     3.3      3.3
      Valuation allowance ...........................................   (36.7)   (33.7)
      Compensation due to issuance of options/warrants ..............    (2.2)    (4.2)
      Other .........................................................     1.6       .6
                                                                        -----    -----
      Income tax expense ............................................      --%      --%
                                                                        =====    =====
</TABLE>

   The temporary differences, tax credits and carryforwards gave rise to the
following deferred tax asset and liability at December 31, 2002:

<TABLE>
      <S>                                                                  <C>
      Deferred tax asset:
      Net operating loss carryforwards.................................    $ 2,698,179
      Deferred compensation and other..................................        124,919
                                                                           -----------
         Total deferred tax asset......................................      2,823,098
                                                                           -----------
      Valuation Allowance..............................................    $(2,283,870)
                                                                           -----------
         Net deferred tax asset........................................    $   539,288
                                                                           ===========
      Deferred tax liability:
      Excess of tax over financial accounting depreciation.............    $   539,288
                                                                           ===========
</TABLE>


                                       41
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 13 - LOSS PER SHARE

   The following data show the amounts used in computing loss per share and the
weighted average number of shares of common stock outstanding for the years
presented:

<TABLE>
<CAPTION>
                                                                For the Years Ended
                                                                   December 31,
                                                             -------------------------
                                                                2002          2001
                                                            -----------    -----------
      <S>                                                   <C>            <C>
      Loss from continuing operations available to
       common shareholders (numerator) ..................   $(2,297,565)   $(1,550,216)
      Weighted average number of common shares
       outstanding during the year used in per share
       calculations (denominator) .......................    15,419,624     10,914,842
</TABLE>

   Because the Company incurred losses for the years ended December 31, 2002
and 2001, the effect of options/warrants and convertible notes totaling
5,367,730 and 7,294,867 equivalent shares, respectively, has been excluded
from the loss per share computation since its impact would be antidilutive.

NOTE 14 - SIGNIFICANT CUSTOMERS

   The Company has three significant customers, Iowa Wireless, Cellcards and
Hargray Wireless, that accounted for 29.7%, 27.6% and 13.4%, respectively, of
revenues for the year ended December 31, 2002.

NOTE 15 - GOING CONCERN

   The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has incurred significant
losses in recent years, has current liabilities in excess of current assets
and has not yet been successful in establishing profitable operations. These
factors raise substantial doubt about the ability of the Company to continue
as a going concern. In this regard, management plans to raise additional funds
through debt and/or equity offerings (see Note 17) and substantially increase
sales. There is no assurance that the Company will be successful in achieving
profitable operations. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

NOTE 16 - EMPLOYMENT AGREEMENTS

   The Company has an employment agreement with its CEO, which expires on
December 31, 2005. The agreement may be extended for successive one-year
periods. If the Company terminates the agreement without cause, or if the CEO
terminates the agreement for good reason, the CEO is entitled to a lump sum
payment equal to the sum of two times his annual salary plus the average cash
incentive pay received over the previous three years. In addition, any stock
options would vest immediately. If the agreement is terminated by the Company
without cause or if the CEO terminates the agreement for good reason, or if
the Company does not extend the agreement beyond its original expiration date,
the CEO will be released from any obligations he has with the Company and any
amounts due from the Company will be immediately due and payable (see Note 6).

   The Company has also entered into an employment agreement with its
president, which expires on December 31, 2003. If the Company terminates the
agreement without cause, any outstanding options of the president will
immediately vest and be exercisable. The Company has agreed to indemnify the
president for all expenses he incurred by him in connection with his
employment as an officer of the Company.

NOTE 17 - SUBSEQUENT EVENTS

   In January 2003, the Company sold 50,000 shares of restricted common stock
through a private placement for $20,000.


                                       42
<PAGE>

                   Q COMM INTERNATIONAL, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 17 - SUBSEQUENT EVENTS -- (Continued)

   In January 2003, the Company entered into a capital lease for certain
computer equipment items. The amount of the lease is $66,992 and requires
monthly payments of $2,842 through January 2006.

   On February 7, 2003, the Company's Board of Directors approved the company's
2003 Stock Option Plan, providing for the issuance to directors, officers,
employees, and consultants of the Company incentive and non-qualified stock
options to purchase up to 1,500,000 shares of common stock.

   In January 2003, the Company issued a 12% unsecured convertible note with a
principal amount of $200,000, due February 28, 2004. The Company also issued
363,636 shares of restricted common stock, which were valued at $145,454 or
$.40 per share, the value of similar restricted common shares sold for cash,
and will be recorded as interest expense over the term of the note. The note
may be converted into common stock at the option of the holder at $.55 per
share.

   In February and March 2003, the Company received commitments to purchase (a)
$1.5 million aggregate principal amount of 12% secured convertible debentures
due March 31, 2004, (b) 2,538,465 shares of restricted common stock and
warrants to purchase 2,538,465 shares of common stock. As of March 31, 2003,
$1,250,000 of the expected gross proceeds of $1,500,000 from the sale of these
securities had been received. The balance is expected to fund by April 15,
2003.

   The debentures are secured by a lien on all of the Company's assets. The
Company is required to transfer $1.725 million out of the proceeds of any
financing in excess of $5 million (a "Qualified Financing") to an escrow agent
as collateral security for the repayment of the debentures, at which time the
interest rate on the debentures will be reduced to the prime rate, currently
4.25%. The debenture holders may demand prepayment of the debentures at any
time after a Qualified Financing is completed. The Company may prepay the
debentures beginning December 31, 2003, but only after giving the holders 90
days written notice. Alternatively, the Company has the right to prepay the
debentures at any time by paying a 35% premium. The debenture holders can
elect to convert them at any time into shares of common stock. The conversion
price is the lower of the price of a share of common stock as determined in
connection with the proposed public offering described below or $0.65 per
share. The exercise price of the warrants is 150% of the conversion price of
the debentures. The exercise price and the number of shares covered by the
warrant will be adjusted in the case of stock splits, stock combinations,
stock dividends, mergers and consolidations and stock issuances at a discount
to the market price of the stock. The warrants have a term of five years. The
common stock and warrants issued in connection with the debentures (assuming
the full $1.5 million of debentures are sold) were valued at their relative
fair values of $818,442 and $681,558, respectively, for a total discount of
$1,500,000 against the debentures, which will be amortized as interest expense
over the term of the debentures.

   The 2,538,465 restricted common shares were valued at $1,015,386, or $.40
per share, the value of similar restricted common shares sold for cash. The
2,538,465 warrants were valued at $845,562 using the Black-Scholes pricing
model and the following assumptions: $.975 exercise price, $.40 underlying
stock price, 140% volatility, five year expected life, 2.9% risk free interest
rate and expected dividend yield of zero.

   On February 7, 2003, the Company's Board of Directors approved the filing by
the Company with the Securities and Exchange Commission of a registration
statement on form SB-2 registering the sale by the Company of up to
$10,000,000 worth of the Company's common stock and warrants. While the
Company expects that the registration statement will be filed either at the
end of the first quarter or the beginning of the second quarter of 2003, there
is no assurance that a registration statement will be filed or that, if filed,
the Company will successfully complete the offering.

   In connection with its authorization of the filing of a registration
statement, the Company's Board of Directors also authorized, subject to
stockholder approval, a reverse split of the Company's common stock. The
stockholders will be asked to authorize the Board to determine, in its sole
discretion, the precise ratio of the split and the timing thereof.

Item 8. Change in and Disagreements with Accountants on Accounting Financial
Disclosure.

   None.


                                       43
<PAGE>


                                    PART III

Item 9. Directors and Executive Officers

   Our executive officers and directors and their respective ages, as of
March 28, 2003, are as follows:

Name                               Age    Position
----                               ---    --------
Paul C. Hickey .................    43    Chairman of the board of directors and
                                          chief executive officer
Stephen C. Flaherty ............    55    President
Michael K. Openshaw ............    44    Chief financial officer, chief
                                          operating officer, secretary
                                          and treasurer
Brae Burbidge ..................    36    Director
Lamond Woods ...................    36    Director
Brent Bingham ..................    36    Director
Vicky Johnson ..................    37    Director

   Each director holds office until the next annual meeting of shareholders and
until his or her successor is elected and qualified. Officers are elected to
service subject to the discretion of the board of directors.

   Set forth below is a brief description of the background and business
experience of our executive officers and directors.

   Paul Hickey, our founder and chief executive officer, had also founded, in
1992 and 1993, two telecom companies, Teleshare 900 and Teleconnect, that we
later acquired and merged with. As founder of Teleshare and Teleconnect,
Mr. Hickey was responsible for creating an Interactive Voice Response (IVR)
service bureau, implementing a nationwide telecom training program, and
recruiting telecom value-added resellers. He has been chairman of our board of
directors since August 1998. Mr. Hickey has a Bachelor of Science degree from
Brigham Young University.

   Stephen Flaherty, our president, joined us in April 1999. From 1996 to 1998,
he served as the president and chief operating officer of Global Business
Solutions, a software consulting firm based in Costa Mesa, California.
Mr. Flaherty has pursued a career in business development, marketing and sales
with an emphasis on startup companies and restructuring.

   Michael Openshaw joined us in November 2000 and was named chief financial
officer in April 2001, our chief operating officer in April 2002 and our
secretary and treasurer in February 2003. From 1996 to November 2000,
Mr. Openshaw served as the chief financial officer of The University of Utah
Hospital. Mr. Openshaw is a Certified Public Accountant and has a Bachelor of
Arts degree in accounting from the University of Utah.

   Brae Burbidge has been a member of our board of directors since June 2000.
He has also been, since July 2002, vice president of sales and marketing of
Clickincome Inc., a website design company. From 1996 until June 2002 he was
the president and chief executive officer and a director of Global Web, Inc.,
a reporting company based in Utah that provides web design services. He has a
Bachelor of Arts degree from the University of Utah.

   Lamond Woods has been a member of our board of directors since June 2000. He
has also been, since 1996, the president of SNIS Insurance, a Utah-based
insurance agency.

   Brent Bingham has been a member of our board of directors since January
1999. He has also been, since 1992, the president and chief executive officer
of Eclipse Marketing, a Utah-based direct sales company. He is a graduate of
Brigham Young University.

   Vicky Johnson joined our board of directors in January 2003. Since June 2002
she has been the international accounting manager of Cadence Design Center,
Inc., a New York Stock Exchange reporting company that provides comprehensive
software, design and methodology services for product development to leading
electronics companies. From April 1999 to March 2002, Ms. Johnson served as
the controller of Inari, Inc., a computer networking company. From September
1995 to March 1999 she was the accounting manager


                                       44
<PAGE>

of American Stores Company, a retail food and drug store operator. Ms. Johnson
is a licensed CPA and has a degree in accounting and business administration
from Peru State College, Nebraska.

Key Employees

   Chris Leonard, our chief technical officer, joined us in October 2002. From
November 2000 until June 2002 he served as director of data center operations
of TNEXT- Telemar IDC, an Internet data center company. From May 2000 until
November 2000 he was a consultant with KPMG and headed a team of developers
for an ASP infrastructure project for Cisco. From November 1999 until May 2000
he was technical services director of Qwest Communications and from August
1997 until November 1999 he was chief Internet officer of Myjobsearch.com, a
career services company where he was responsible for the creation and
management of a high-traffic Internet career website.

   Bruce Siskonen, our national sales manager, joined us in August 1999. From
1998 to 1999, Mr. Siskonen served as director of sales and marketing for
Assemtech and Forge Industrial. Mr. Siskonen has a Bachelor of Science degree
from Northern Michigan University.

Committees of the Board of Directors

   Our board of directors has an audit committee and a compensation committee
consisting of Brae Burbidge, Lamond Woods and Vicky Johnson. The audit
committee meets with management and our independent public accountants to
determine the adequacy of our internal controls and other financial reporting
matters and review related party transactions for potential conflict of
interest situations. The compensation committee reviews and recommends the
compensation and benefits payable to our officers, reviews general policy
matters relating to employee compensation and benefits and administers our
stock option plans.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten percent (10%) stockholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.

   To the best of the Company's knowledge, based solely on review of the copies
of such forms furnished to the Company, or written representations that no
other forms were required, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten
percent (10%) shareholders were complied with during 2002.


                                       45
<PAGE>

Item 10. Executive Compensation

   Summary compensation. The following table sets forth information regarding
compensation awarded to, earned by, or paid to our chief executive officer and
our other most highly compensated executive officers whose compensation
exceeded $100,000 in 2002 for all services rendered to us in all capacities
during the last three completed fiscal years.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                                                        Long Term
                                                                                                                      Compensation
                                                                                               Annual Compensation    ------------
                                                                                               --------------------    Securities
                                                                                                                       Underlying
Name and principal position                                                            Year     Salary      Bonus        Options
---------------------------                                                            ----    --------    --------   ------------
<S>                                                                                    <C>     <C>         <C>        <C>
Paul Hickey, chairman of the board and                                                 2002    $120,000          --            --
 chief executive officer                                                               2001    $120,000          --       500,000(1)
                                                                                       2000    $120,000(2)       --       800,000
Stephen Flaherty, president                                                            2002    $120,000    $100,000(3)         --
                                                                                       2001    $120,000          --     1,020,000(4)
                                                                                       2000    $120,000(5)       --            --
Michael Openshaw, chief financial officer,                                             2002    $110,000    $ 10,000(3)    100,000(7)
 chief operating officer, secretary and treasurer (6)                                  2001    $ 73,333          --       220,000(8)
</TABLE>

---------------
(1) As of December 31, 2002, 343,750 options were vested and the balance were
    forfeited.
(2) Includes $46,154 of deferred compensation.
(3) Represents stock bonus declared December 31, 2002, valued at $0.40 per
    share.
(4) As of December 31, 2002, 426,250 options were vested and 193,750 options
    were forfeited.
(5) Includes $6,769 of deferred compensation.
(6) Mr. Openshaw joined us in April 2001.
(7) As of December 31, 2002, 18,750 options were vested and 31,245 options were
    forfeited.
(8) As of December 31, 2002, 151,250 options were vested and the balance were
    forfeited.

Options held by Named Executives

   The following tables provide information with respect to stock options
granted during the fiscal year ended December 31, 2002 to each of the
executives named in the summary compensation table above and the number and
aggregate value of unexercised options held by those executives as of
December 31, 2002. The per share exercise price of all options was equal to,
or above, the estimated fair market value of a share of common stock on the
date of grant. No options granted to any named executives have been exercised.

              Option Grants in Fiscal Year Ended December 31, 2002
                              (Individual Grants)

<TABLE>
<CAPTION>
                                                                     Number of
                                                                    Securities        Percent of Total
                                                                    Underlying       Options Granted to       Exercise   Expiration
Name                                                                  Options     Employees in Fiscal Year     Price        Date
----                                                                ----------    ------------------------    --------   ----------
<S>                                                                 <C>           <C>                         <C>        <C>
Michael Openshaw ................................................     100,000                33%               $1.00     11/26/2007
</TABLE>



                                       46
<PAGE>

   These options are earned quarterly over 2002 and 2003 based on us meeting
specified revenue goals. Based on our 2002 revenues, out of 50,000 options
that could have been earned during 2002, 18,750 options were actually earned
and the balance of the 50,000 options were forfeited.

                          2002 Year-End Option Values

<TABLE>
<CAPTION>
                                                      Number of Shares Underlying Unexercised     Value of Unexercised In-the-Money
                                                            Options at Fiscal Year-End (#)        Options At Fiscal Year-End ($)(1)
                                                      ---------------------------------------     ---------------------------------
Name                                                        Exercisable    Unexercisable             Exercisable   Unexercisable
----                                                        -----------    -------------             -----------   -------------
<S>                                                         <C>            <C>                        <C>           <C>
Paul Hickey ..........................................      1,143,750(2)         --                       --              --
Stephen Flaherty .....................................        426,250(3)     400,000(4)                   --              --
Michael Openshaw .....................................        170,000(3)      50,000(4)                   --              --
</TABLE>

---------------
(1) Based on a $0.70 closing price of our stock on the OTC Bulletin Board on
    December 31, 2002.
(2) Includes (i) 800,000 options with an exercise price of $1.10 per share and
    (ii) 343,750 options with an exercise price of $1 per share.
(3) These options have an exercise price of $1 per share.
(4) Having an exercise price of $1 per share.

   None of the options referred to above had been exercised as of December 31,
2002.

Employment Agreements

   We have entered into employment agreements with our chief executive officer,
Paul Hickey, and with our president, Stephen Flaherty. Mr. Hickey's agreement
is for an initial three-year term ending on December 31, 2005. The agreement
is automatically extended for successive one-year periods unless either party
gives the other 180 days prior notice that it elects not to extend the
agreement. Under the agreement, Mr. Hickey receives an annual base salary of
$120,000, which may be increased in the sole discretion of the compensation
committee, plus incentive compensation, which also is at the discretion of the
compensation committee. We may terminate this agreement at any time for
"cause". If we terminate the agreement without "cause", or if Mr. Hickey
terminates the agreement for "good reason", including following a "change in
control", he is entitled to a lump sum payment equal to two times the sum of
(a) his then base salary and (b) the average cash incentive compensation over
the immediately preceding three years.  In addition, any stock options held by
him will vest immediately. In the event of his death, we will continue to pay
his base salary to his estate for 12 months. If we elect not to extend the
employment agreement, or we terminate the agreement without "cause", or Mr.
Hickey terminates the agreement for "good reason", we agreed to release Mr.
Hickey from any obligations he may have to us at that time and any amounts we
owe to him will become immediately due and payable. In addition, if Mr. Hickey
is still a guarantor of any of our obligations, we must pay him, in a lump
sum, an amount equal to his average annual compensation for the last three
years. During the term of the agreement and for one year following its
termination or expiration, Mr. Hickey is prohibited from competing with us so
long as we have not terminated the agreement without cause or that he has not
terminated the agreement for good reason. Mr. Hickey may terminate the agreement
at any time without cause.

   Under Mr. Flaherty's agreement, which terminates December 31, 2003, he is
entitled to an annual base salary of $120,000. Either party may terminate the
contract at any time for any reason on at least 30 days prior written notice.
In the event we terminate the contract without "cause", all of his options
become immediately exercisable. During the contract term and for one year
following its termination or expiration, he is prohibited from soliciting our
employees and customers and competing with us, provided we have not terminated
the employment contract without cause. Under the contract, we will indemnify
Mr. Flaherty to the maximum extent permitted by law, for all expenses incurred
by him in connection with any proceedings brought or threatened upon him in
connection with his service as our officer.

Compensation of Directors

   Our directors receive $500 for each board or committee meeting they attend
and are not otherwise reimbursed for travel expenses.



                                       47
<PAGE>

Limitation of Directors' Liability and Indemnification

   Our articles of incorporation limit the liability of individual directors
for specified breaches of their fiduciary duty. The effect of this provision
is to eliminate the liability of directors for monetary damages arising out of
their failure, through negligent or grossly negligent conduct, to satisfy
their duty of care, which requires them to exercise informed business
judgment. The liability of directors under the federal securities laws is not
affected. A director may be liable for monetary damages only if a claimant can
show receipt of financial benefit to which the director is not entitled,
intentional infliction of harm on us or on our shareholders, a violation of
section 16-10a-842 of the Utah Revised Business Corporation Act (dealing with
unlawful distributions to shareholders effected by vote of directors), and any
amended or successor provision thereto, or an intentional violation of
criminal law.

   Our articles of incorporation also provide that we will indemnify each of
our directors or officers, and their heirs, administrators, successors and
assigns against any and all expenses, including amounts paid upon judgments,
counsel fees, and amounts paid or to be paid in settlement before or after
suit is commenced, actually and necessarily incurred by such persons in
connection with the defense or settlement of any claim, action, suit or
proceeding, in which they, or any of them are made parties, or which may be
asserted against them or any of them by reason of being, or having been,
directors or officers of the corporation, except in relation to such matters
in which the director or officer is adjudged to be liable for his or her own
negligence or misconduct in the performance of his or her duty.

   We have also entered into indemnification agreements with our directors and
our senior executive officers. Under these agreements, we have agreed to
indemnify each of them for all expenses, judgments, fines and settlement
amounts they actually and reasonably incur in connection with any proceeding,
actual or threatened, to which they are party, relating to any action taken by
them or their failure to take any action in their capacity as an officer or
director. We have also agreed to advance these expenses if they provide us
with written affirmation of their good faith belief that they have met the
standard of conduct required under the Utah Revised Business Corporation Act
and other applicable law.

   Except as set forth in Item 12. "Certain Relationships and Related Party
Transactions", there is no pending litigation or proceeding involving any of
our directors, officers, employees or agents in which we are required or
permitted to provide indemnification. We are also not aware of any other
threatened litigation or proceeding that may result in a claim for such
indemnification.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors, officers or controlling persons under our
articles of incorporation, we have been informed that, in the opinion of the
SEC, indemnification is against public policy as expressed in the Securities
Act and is unenforceable.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth information regarding the beneficial
ownership of our common stock as of March 28, 2003 by:

   o each person, or group of affiliated persons, known by us to be the
     beneficial owner of more than 5% of our outstanding common stock;

   o each of our directors;

   o each executive officer named in the summary compensation table above; and

   o all of our directors and executive officers as a group.


                                       48
<PAGE>

   Except as otherwise indicated, the persons listed below have sole voting and
investment power with respect to all of the common stock owned by them.

Name and address of                  Common Stock        Percent of Common Stock
beneficial owner (1)             Beneficially Owned(2)      Beneficially Owned
--------------------             ---------------------   -----------------------
Paul Hickey .................          4,503,599(3)                19.4%
Stephen Flaherty ............            676,260(4)                 3.0
Michael Openshaw ............            211,000(5)                   *
Brent Bingham ...............              8,000                      *
Brae Burbidge ...............                 20(6)                   *
Lamond Woods ................                 20(6)                   *
Vicky Johnson ...............                  0                     --
Salzwedel Financial
Communications, Inc. (7) ....          1,400,000                    6.4
All directors and executive
officers as a group (7
persons) ....................          5,398,899(8)                22.8%

---------------
*  Less than 1%
(1) All addresses are c/o Q Comm International, Inc., 1145 South 1680 West,
    Orem, Utah 84058-4930.
(2) According to the rules and regulations of the SEC, shares that a person has
    a right to acquire within 60 days of the date of this report are deemed to
    be outstanding for the purpose of computing the percentage ownership of
    that person but are not deemed outstanding for the purpose of computing the
    percentage ownership of any other person.
(3) Includes 133,000 shares held by family members and an option to purchase
    1,143,750 shares exercisable within 60 days of the date of this report.
(4) Includes 426,250 shares underlying options exercisable within 60 days of
    the date of this report.
(5) Includes 170,000 shares underlying options exercisable within 60 days of
    the date of this report.
(6) Includes 10 shares held by a family member.
(7) Jeffrey L. Salzwedel is the sole stockholder of Salzwedel Financial
    Communications.
(8) Includes 1,740,000 shares underlying options exercisable within 60 days of
    this report.

Securities Authorized for Issuance Under Equity Compensation Plans

   To attract and retain the personnel necessary for our success, in 2000 we
adopted a stock option plan and reserved 2,000,000 shares of stock for future
grants under that plan. Only employees are eligible for grants under this
plan. In February 2003, we adopted, subject to stockholder approval, a new
stock option plan, under which we may grant options covering up to 1,500,000
shares of common stock to our employees, directors and consultants.  The
compensation committee established by the board of directors administers both
plans. In addition, each plan provides that the maximum term for options
granted under the plan is 10 years and that the exercise price for the options
may not be less than the fair market value of the common stock on the date of
grant. Options granted to stockholders owning more than 10% of our outstanding
common shares must be exercised within five years from the date of grant and
the exercise price must be at least 110% of the fair market value of the
common stock on the date of the grant. As of December 31, 2002, we issued
options covering 1,296,570 shares of common stock under the 2000 stock option
plan. These options have a weighted exercise price of $1.00. We have not yet
granted any options under the 2003 stock option plan.

   In 2002, we entered into stock bonus agreements with two executives and two
key employees. Under these agreements, we agreed to issue 500,000 shares of
common stock to Steve Flaherty and 50,000 shares of common stock to each of
Michael Openshaw, Chris Leonard and Bruce Siskonen. Each employee received 50%
of his shares on or after January 31, 2003 and will receive the balance of the
shares on June 30, 2004, if he is still employed by us on that date.


                                       49
<PAGE>

   The following table sets forth, as of December 31, 2002, information
concerning our 2000 stock option plan, as well as information relating to
other equity compensation plans that we have adopted.

                           Equity Compensation Plans

<TABLE>
<CAPTION>
                                                                                                                       Number of
                                                                                   Number of                           securities
                                                                               securities to be       Weighted         remaining
                                                                                  issued upon         average        available for
                                                                                  exercise of      exercise price   future issuance
                                                                                  outstanding      of outstanding     under equity
                                                                                  options and       options and       compensation
                                                                                   warrants           warrants           plans
                                                                               ----------------    --------------   ---------------
<S>                                                                            <C>                 <C>              <C>
Equity compensation plans approved by
  stockholders (1).........................................................        1,296,570           $1.00             703,430
Equity compensation plans not approved by stockholders (2).................        2,361,585(4)        $1.08             325,000(4)
                                                                                   ---------           -----           ---------
 Total.....................................................................        3,658,155           $1.05           1,028,435
                                                                                   =========           =====           =========
</TABLE>

---------------
(1) The 2000 stock option plan.
(2) Includes options granted to employees and consultants outside our stock
    option plan and stock bonus grants.
(3) Includes options covering 587,835 shares of common stock granted to
    consultants and options covering 1,773,750 shares of common stock granted
    to employees outside our stock option plan. The options granted to
    consultants vest immediately and are for terms that range from three to
    five years from the date of grant. The options granted to our employees
    expire at the end of five years from date of grant. All of the employees'
    options have vested with the exception of 400,000 options to which vesting
    is tied to future profitability of the Company.
(4) Stock bonus granted to four employees payable on June 30, 2004.

Item 12. Certain Relationships and Related Transactions

   As of January 1, 2003, we owed Paul Hickey, our principal stockholder and
chief executive officer, an aggregate amount of $410,692, consisting of loans
from him to cover cash shortfalls, past due lease payments, and deferred
salary. This amount is reflected in a note that bears interest at 10%, which
is less than Mr. Hickey's cost of funds, and which matures December 31, 2007.
The note provides that we must pay Mr. Hickey $150,000 out of the proceeds of
a public offering. Also, beginning one year after a public offering is
completed, we are obligated to amortize the balance of the note over its
remaining term.

   We have agreed to indemnify Paul Hickey against any and all costs, fees,
expenses, damages and liabilities that he may incur in connection with the
matter of Dallin Bagley v. Paul Hickey filed on October 22, 2001 and pending in
the Third District Court in Salt Lake County, Utah. We indemnified Mr. Hickey
because the plaintiff's allegations relate to a matter in which Mr. Hickey acted
in the interest of Q Comm. Specifically, the lawsuit relates to a financing
transaction. Mr. Bagley, who was a Q Comm stockholder at the time, threatened to
revoke his consent to the transaction unless Mr. Hickey agreed to give him an
option to purchase 20,000 shares of Q Comm stock at a nominal price. Since we
needed the financing, Mr. Hickey agreed. When Bagley tried to exercise his
option, Mr. Hickey claimed the option was unenforceable. Bagley then sued Mr.
Hickey, claiming breach of contract and that, as a result, he had suffered
damages to the extent of $400,000. A hearing is scheduled for March 31, 2003 at
which time the court will consider plaintiff's motion for partial summary
judgement that the option agreement is enforceable and defendant's motion for
leave to file an amended answer and counterclaim.

   Mr. Hickey has personally guaranteed the repayment of our indebtedness to
the Utah Technology Funding Corporation in the original principal amount of
$250,000 as well as the repayment of the $1.5 million aggregate principal
amount of our 12% secured convertible debentures. Mr. Hickey has pledged his
stock in Q Comm as collateral security for his guaranty of the repayment of
the debentures. Mr. Hickey has also personally guaranteed customer chargebacks
under our merchant agreement with First Security Bank. As discussed in Item 3.
"Legal Proceedings", First Security Bank has brought a lawsuit claiming that
it is owed approximately $175,000 relating to customer chargebacks.


                                       50
<PAGE>

   We have adopted a policy that the audit committee must review all
transactions with any officer, director or 5% shareholder.

Item 13. Exhibits, List and Reports on Form 8-K

   (a) Exhibits:

<TABLE>
<CAPTION>
  Exhibit
    No.       Description
  -------     -----------
<S>           <C>
 3.1(i)       Articles of Incorporation (1)
 3.1(ii)      Articles of Amendment to Articles of Incorporation (1)
 3.2          Bylaws (1)
 4.1          Specimen Stock Certificate (2)
 4.2          Form of 12% Secured Convertible Debenture due March 31, 2004 (3)
 4.3          Form of Common Stock Purchase Warrant expiring on March 31, 2008 (4)
10.1          Form of Securities Purchase Agreement for the sale of the instruments described in exhibits 4.2 and 4.3 above (5)*
21            Subsidiary Schedule(6)
23            Consent of Auditors*
99.1          Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
              Sarbanes-Oxley Act of 2002*
99.2          Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
              Sarbanes-Oxley Act of 2002*
</TABLE>

---------------
*   Included as an exhibit herein.
(1) Previously filed on March 20, 2000, as an exhibit in the Company's Current
    Report on Form 8-K and incorporated herein by reference.
(2) Previously filed on March 31, 2003, as Exhibit 4.1 to this Annual Report on
    Form 10-KSB.
(3) Previously filed on March 31, 2003, as Exhibit 4.3 to this Annual Report on
    Form 10-KSB.
(4) Previously filed on March 31, 2003, as Exhibit 4.4 to this Annual Report
on Form 10-KSB.
(5) Previously filed on March 31, 2003, as Exhibit 4.2 to this Annual Report on
    Form 10-KSB.
(6) Previously filed on March 31, 2003, as Exhibit 21 to this Annual Report on
    Form 10-KSB.

   (b) Reports on Form 8-K: No reports on Form 8-K were filed during the last
quarter of the period covered by this report.

Item 14. Control and Procedures

   (a) Evaluation of disclosures. We maintain disclosure controls and
procedures designed to provide reasonable assurance that information required
to be disclosed in the reports we file with the SEC is recorded, processed,
summarized and reported within the time periods specified in the rules of the
SEC. Within 90 days prior to the filing of this Report on Form 10-KSB, we
carried out an evaluation, under the supervision and participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the design and operation of this disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company (including our consolidated subsidiary)
required to be included in our periodic SEC filings.

   (b) Changes in internal controls. There were no significant changes in
internal controls or other factors that could significantly affect our
internal controls subsequent to the date of our evaluation.



                                       51
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   Q Comm International, Inc.


                                   By:   /s/ Paul C. Hickey

                                       Paul C. Hickey,
                                       Chief Executive Officer and Chairman
                                       of the Board of Directors

Date: June 12, 2003

   In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities
indicated on June 12, 2003.

              Signature                                 Title
              ---------                                 -----
          /s/ Paul C. Hickey                Chief Executive Officer and Director
________________________________________
             Paul C. Hickey

       /s/  Michael K. Openshaw             Chief Financial Officer
________________________________________    (Principal Accounting Officer)
           Michael K. Openshaw

                                            Director
________________________________________
              Brae Burbidge

           /s/ Lamond Woods                 Director
________________________________________
              Lamond Woods

          /s/  Brent Bingham                Director
________________________________________
              Brent Bingham

          /s/  Vicky Johnson                Director
________________________________________
              Vicky Johnson


                                       52
<PAGE>

                                 CERTIFICATION

   I, Paul C. Hickey, certify that:

     1.   I have reviewed this annual report on Form 10-KSB/A of Q Comm
          International, Inc. (the "Company").

     2.   Based on my knowledge, this annual report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect
          to the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the Company as of, and for, the periods presented in
          this annual report;

     4.   The Company's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
          have:

          a)   Designed such disclosure controls and procedures to ensure that
               material information relating to the Company, including its
               consolidated subsidiary, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

          b)   Evaluated the effectiveness of the Company's disclosure
               controls and procedures as of a date within 90 days prior to
               the filing date of this annual report (the "Evaluation Date");
               and

          c)   Presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based
               on our evaluation as of the Evaluation Date:

     5.   The Company's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the Company's auditors and the
          audit committee of Company's board of directors (or persons
          performing the equivalent functions):

          a)   All significant deficiencies in the design or operation of
               internal controls which could adversely affect the Company's
               ability to record, process, summarize and report financial data
               and have identified for the Company's auditors any material
               weaknesses in internal controls; and

          b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Company's
               internal controls; and

     6.   The Company's other certifying officers and I have indicated in this
          annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly
          affect internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: June 12, 2003

                                   /s/ Paul C. Hickey

                                   Paul C. Hickey
                                   Chief Executive Officer



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<PAGE>

                                 CERTIFICATION

   I, Michael K. Openshaw, certify that:

     1.   I have reviewed this annual report on Form 10-KSB/A of Q Comm
          International, Inc. (the "Company").

     2.   Based on my knowledge, this annual report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect
          to the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the Company as of, and for, the periods presented in
          this annual report;

     4.   The Company's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
          have:

          a)   Designed such disclosure controls and procedures to ensure that
               material information relating to the Company, including its
               consolidated subsidiary, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

          b)   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to
               the filing date of this annual report (the "Evaluation Date");
               and

          c)   Presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based
               on our evaluation as of the Evaluation Date:

     5)   The Company's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the Company's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   All significant deficiencies in the design or operation of
               internal controls which could adversely affect the Company's
               ability to record, process, summarize and report financial data
               and have identified for the Company's auditors any material
               weaknesses in internal controls; and

          b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Company's
               internal controls; and

     6.   The Company's other certifying officers and I have indicated in this
          annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly
          affect internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: June 12, 2003

                                   /s/ Michael K. Openshaw

                                   Michael K. Openshaw
                                   Chief Financial Officer


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