UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB



     Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
              of 1934, for the fiscal year ended December 31, 2000.
                                                 ------------------



                          Q Comm International, Inc.
                         -----------------------------
                         Name of Small Business Issuer


                                      Utah
                  --------------------------------------------
                  State or Other Jurisdiction of Incorporation


                                   88-4058493
                        -------------------------------
                        IRS Employer Identification No.



                      1145 South 1680 West, Orem, UT 84058
                    ----------------------------------------
                     Address of Principal Executive Offices


                                 (801) 226-4222
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code


       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 NASD OTC Bulletin Board



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] 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  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year were: $1,713,583
                                                        ----------

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold on March 15, 2001, is: $ 3,132,184
                            -----------

The number of shares  outstanding of Registrant's  common stock, as of March 15,
2001, is: 9,627,988
          ---------







                                       1
<PAGE>


Part I.

Item 1.  Description of the Business

     (A) Business  Development.  The Registrant was organized  under the laws of
the State of Utah as Four Rivers  Development,  Inc.  on  February 7, 1986.  The
Registrant changed its name to Q Comm International,  Inc. on August 3, 1998, in
conjunction  with the purchase of three  operating  companies.  These  operating
companies were:  Teleconnect,  Inc., a Utah corporation,  Teleshare 900, Inc., a
Utah corporation, and Q Comm International,  Inc., a Nevada corporation. Each of
these  operating  companies  were  merged  to  form  QCMERCO,  Inc.,  which  was
subsequently  renamed  Q Comm,  Inc.,  which is a  wholly  owned  subsidiary  of
Registrant  incorporated  under the laws of the State of Utah,  and which is the
operating entity of Registrant;  there are no operations  recorded at the parent
level (i.e.,  Registrant).  On March 20, 2000, Registrant acquired 100% of Azore
Acquisition,  Inc.,  a  corporation  organized  under  the laws of the  State of
Nevada. Azore was afterwards merged into Registrant and dissolved.  Azore had no
operations at the time of the merger.

     (B) Business of the Issuer.

Principal  Products  or  Services  and  Their  Markets.
-------------------------------------------------------
Registrant is a  telecommunications  service  provider which  specializes in the
sale and distribution of prepaid telecommunications  products, including prepaid
calling  cards,  prepaid  wireless  service,  and prepaid  home  dialtone  phone
services  throughout the United States.  Registrant  primarily  distributes  its
products  through  the  Qxpress  (TM)  point of sale  activation  system,  which
delivers electronic  personal  identification  numbers (PINs) to consumers.  The
Qxpress system also generates service fees, when weekly sales quotas of products
and services have not reached minimum  amounts set by the  Registrant.  Revenues
are  also  generated  from  the  sale  of  printed   prepaid   wireless   cards.
Historically, Registrant also generated income from renewal fees of master agent
resellers,  which will  decline  as a result of  changes in the ways  Registrant
distributes its products and services (see Distribution  Methods of the Products
or Services,  below).  Registrant  believes that its  principal  business in the
future will be in the  prepaid  wireless  market,  and  providing  point of sale
solutions to wireless carriers.


Distribution  Methods  of the  Products  or  Services.
------------------------------------------------------
Prior to the first quarter of 2000,  the  Registrant  had relied  principally on
master agent reseller  programs to distribute  its products and services.  Under
this  program,  the resellers  paid the licensing  fees for the rights to resell
Registrant's phone card products, and for the Registrant's support in its resale
efforts.  Many of these master agents consisted of small office/home office type
resellers.  Registrant,  during 1999,  determined that the master agent reseller
program was neither producing  reliable revenue streams,  nor served effectively
retail

                                       2
<PAGE>

distribution  channels,  where market growth was expanding rapidly.  In order to
take advantage of the current and projected growth of retail  distribution,  and
to  achieve  predictable  revenues,  the  Registrant  changed  its  distribution
methodology,  from a business to consumer model  represented by the master agent
reseller program, to a  business-to-business  model, wherein large,  independent
telecommunications   brokers  and  wholesale  food  distributors   marketed  the
Registrant's  products to a variety of retailers with whom they had pre-existing
relationships.  Registrant  now uses its own sales force to  recruit,  train and
support  the   independent   telecommunications   brokers  and  wholesale   food
distributors that now market the Registrant's  products.  The Qxpress (TM) point
of sale system is one of the  Registrant's  principal means of distributing  its
products at these retail locations. The Qxpress (TM) terminal looks similar to a
credit card swipe  terminal,  connects to a standard phone line, and downloads a
personal  identification number (PIN) which is then printed on a blank card with
an 800 number and simple activation instructions.  Since the Qxpress (TM) system
produces cards on demand,  Registrant  believes that the system allows retailers
to instantly  provide a wide  variety of products at the point of purchase,  and
thus minimize  shelf space  requirements,  eliminate  expensive  inventory,  and
prevent theft and fraud.  The system also allows for prices of the  Registrant's
products to be changed rapidly.

     The master agent  reseller  program has not been  further  developed by the
Registrant during 2000; however, any existing relationships with these resellers
will be honored until expiration.

Status  of Any  Publicly  Announced  New  Product  or  Service.
--------------------------------------------------------------
While the  Registrant  has not introduced any new products or services since the
change in marketing strategy discussed above,  Registrant is conducting research
relating to new products in the telecommunications  markets, including targeting
emerging customer segments as part of its marketing research.

Competitive  Business Conditions and Registrant's  Competitive  Position in
---------------------------------------------------------------------------
the  Industry and Methods of  Competition.
------------------------------------------
Generally speaking, the market for prepaid telecommunications services is highly
competitive,  and is marked by a highly  fragmented  market,  consisting of many
small,  mid-sized  and large  providers.  The basis for  competition  in such an
industry is the ability of a provider to provide the prepaid  telecommunications
services at a competitive price and with a high level of quality,  and marketing
such services at as many points of sale as possible. Registrant does not believe
that the business is subject to any seasonal trends.  While Registrant  believes
that it is able to compete on the basis of the quality and price of its products
and services (in  particular,  the advantages of its Qxpress (TM) system,  which
are described  above under the caption  Distribution  Methods of the Products or
Services),   certain  of  its  competitors  (such  as  AT&T  Corp.,  Sprint  and
MCI-Worldcom)   have  substantially   greater   resources,   which  enable  such
competitors to establish a stronger competitive position than the Registrant, in
part through greater marketing opportunities. This is particularly true in light
of the Registrant's  liquidity and capital resources,  which are discussed below
under the caption  Management's  Discussion and Analysis - Liquidity and Capital
Resources. In addition, the barriers to entry are not substantial, and increased
competition could result in reduced operating margins for Registrant, as well as
a loss of market share and brand  recognition.  The ability of the Registrant to
compete will depend not only on financial conditions, but its related ability to
form strategic alliances and joint ventures with third-party  telecommunications
service  providers.  There can be no assurances  that Registrant will be able to
compete successfully in the telecommunications  marketplace, and a failure to so
successfully  compete  could  have a  material  adverse  effect on  Registrant's
revenue growth and earnings.

                                       3
<PAGE>


Sources  and  Availability  of Raw  Materials  and the  Names of  Principal
---------------------------------------------------------------------------
Suppliers.
----------

The  Registrant  purchases  electronic  PINs  from a variety  of long  distance,
wireless and home dialtone providers.  Printed prepaid wireless cards are also a
significant  source of revenue for Registrant.  The principal  providers of such
products include Verizon Wireless Distribution,  Telefyne Incorporated,  Hargray
Wireless,  and Carolina Phone Wireless.  The Qxpress (TM) terminals  utilized by
Registrant are manufactured by LDC Direct.


Dependence On One or a Few Major  Customers.
--------------------------------------------
The Registrant had sales of approximately  $650,000 during fiscal year 2000 with
Carolina Phone Wireless, which represented approximately 39% of its revenues for
the  year.  The  Registrant  also had  sales of  approximately  $200,000  from a
contract with Cell Cards of Illinois, which represented approximately 13% of its
revenues  for the year.  No other  customer  accounted  for more than 10% of the
Registrant's revenues.


Patents, Trademarks,  Licenses, Franchises,  Concessions, Royalty Agreement
---------------------------------------------------------------------------
or Labor Contracts, Including Duration.
--------------------------------------
Registrants  has no  intellectual  property  of  significance,  other  than  its
unregistered  trademarks for its corporate logo and its Qxpress system, nor does
it have any significant licenses, franchises, concessions, royalty agreements or
labor contracts.


Need for Governmental Approval of Principal Products or Services.
----------------------------------------------------------------
There  are  no  governmental  approvals  related  to  Registrant's  products  or
services.


Effect of Existing or Probable  Governmental  Regulations  on the Business.
---------------------------------------------------------------------------
There are no significant governmental regulations,  either existing or probable,
that have an effect on Registrant's business.


Estimate  of  the  Amount   Spent  During Each of the Last Two Fiscal  Years on
--------------------------------------------------------------------------------
Research  and  Development  Activities,  and  Extent to Which  Same Are Borne By
--------------------------------------------------------------------------------
Customers.
---------
In fiscal year 2000,  Registrant  spent  approximately  $10,000 on research  and
development activities,  as opposed to no amount that could be identified during
fiscal  year  1999.  None of the costs of these  activities  have been  borne by
customers.


Costs and Effects of Compliance with Federal, State and Local Environmental
---------------------------------------------------------------------------
Laws.
----
There are no significant costs and/or effects of compliance with federal,  state
and local environmental laws on Registrant's business.


Number of Total Employees and Number of Full Time Employees.
-----------------------------------------------------------
As of December 31, 2000,  Registrant  had 17 total  employees,  of which 16 were
full-time employees.


Item 2.  Description of the Property

     The principal  plants and other  property of the Registrant are located at:
Orem,  Utah.  The  Registrant  leases  6,546 sq. ft. of space at 1145 South 1680
West, Orem, Utah from Highland Ranch, Inc.,  pursuant to 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
rental during  calendar 2001 is $3,190.  The term of the lease is for two years,
and expires on December 31, 2001,  with an option on the part of  Registrant  to
renew for two  additional  years,  at rents which  would  increase to $3,305 per
month.  Registrant believes it is likely to exercise such option.  (Reference is
made to Item 13 of  this  Form  10-KSB  for  information  regarding  such  lease
agreement, which has been previously filed by Registrant.)


                                       4
<PAGE>



     Item 3.  Legal Proceedings

     As of December 31, 2000,  and as of March 15, 2001, the Registrant is 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
contract  between First Security and the  Registrant.  The complaint  relates to
charge-backs of customer credit card purchases,  which resulted in overdrafts of
Registrant's  merchant  account with First Security.  Registrant  believes First
Security honored charge-backs inappropriately, based on the terms and conditions
of the customers'  credit card  agreements.  First Security  claims  $175,477 in
damages.  Registrant has recorded a contingent liability in connection with this
matter, and believes the resolution of this suit will not have a material impact
on the financial condition or results of operations of the Registrant.

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

     No matters were submitted to the shareholders of the Registrant  during the
fourth quarter of the fiscal year ended December 31, 2000.

Part II

Item 5.  Market for Common Equity and Related Stockholder Matters

Market  Information.
-------------------
The principal market on which the Registrant's Common Stock is traded is the OTC
Bulletin Board. The ticker symbol for Registrant's Common Stock is QCCM.OB.  The
following  table  sets  forth  the  range  of high and low bid  information  for
Registrant's  Common  Stock  since  the  quarter  ended  March  31,  2000.  This
information was obtained from quotes provided on the quote service maintained by
the Yahoo! Internet site. As these are over-the-counter market quotations, these
quotations reflect inter-dealer  prices,  without retail markup,  markdowns,  or
commissions, and may not represent actual transactions.

For the quarter ended:                      High      Low

June 30, 2000                               $2.12    $0.96
September 30, 2000                          $1.34    $0.53
December 31, 2000                           $0.81    $0.25
March 31, 2001 (through 3/15/01)            $0.65    $0.25

Holders.
--------
The approximate number of holders of record of the Registrant's common stock, as
of March 15, 2001, is 320.

Dividends.
---------
Historically,  no dividends have been paid on the Registrant's common stock, and
Registrant  does not foresee paying any dividends on its common stock,  owing to
its accumulated equity deficit and lack of profitability.


                                       5
<PAGE>



     The  following  narrative  describes the sales of  unregistered  securities
between January 1, 2000 and February 28, 2001:

     Common stock was issued for services  rendered in the following amounts and
prices per share, on the following dates:

          77,358 shares, at $0.27-0.28 per share, for $21,660, December 2000
          15,000 shares, at $0.28 per share, for $4,218, February 2001
          25,000 shares, at $0.39 per share, for $9,719, February 2001
          225,000 shares, at $0.28 per share, for $63,000, February 2001
          16,000 shares, at $0.31 per share, for $4,992, February 2001

The nature of the services  provided were legal services,  consulting  services,
and fees in connection with a loan.

     Between  February  and May,  2000,  the  Registrant  issued an aggregate of
896,055  shares,  at prices ranging from $0.70 to $1.00,  in connection with the
conversion of $650,000 of its debentures, together with accrued interest thereon
of $10,788.


     In March,  2000,  Registrant issued 100,000 shares, at a price per share of
$1.76, in connection with the acquisition of Azore Acquisition,  Inc., described
in Part I, Item 1 above.

     Common  stock was issued for cash in the  following  amounts and prices per
share, on the following dates:

          594,595 shares, at $0.93 per share, for $550,000, April 2000
          27,027 shares, at $0.93 per share, for $25,000, July 2000
          162,162 shares, at $0.93 per share, for $150,000, August 2000
          300,000 shares, at $0.70 per share, for $210,000, September 2000
          133,333 shares, at $0.30 per share, for $40,000, February 2001

     All of the  transactions set forth above involved  transactions  under Rule
144  promulgated  under the  Securities  Act of 1933,  with the exception of the
first  three  sales  described  as sales for cash,  above,  which were  offshore
transactions  under  Regulation S promulgated  under the Securities Act of 1933,
and the  September,  2000 sale of 300,000  shares,  which was registered on Form
S-8, but is included here for completeness.

                                       6
<PAGE>


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

The following is a discussion of certain  factors  affecting Q Comm's results of
operations,  liquidity  and capital  resources.  You should  read the  following
discussion and analysis in conjunction with the Company's consolidated financial
statements and related notes that are included herein under Item 7 below.

CAUTIONARY  STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

The statements  contained in the section captioned  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations  which are historical
are  "forward-looking  statements"  within the  meaning  of  Section  27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act  of  1934,  as  amended.  These  forward-looking  statements  represent  the
Company's present  expectations or beliefs concerning future events. The Company
cautions that such  forward-looking  statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,  performance
or  achievements  of the  Company  to be  materially  different  from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking  statements.  Such  factors  include,  among other  things,  the
uncertainty as to the Company's future profitability;  the uncertainty as to the
demand  for  prepaid   telephone   services;   increasing   competition  in  the
telecommunications  market;  the  Company's  ability  to hire,  train and retain
sufficient  qualified  personnel;  the Company's  ability to obtain financing on
acceptable  terms to finance its growth strategy;  and the Company's  ability to
develop and implement operational and financial systems to manage its growth.

OVERVIEW

Q Comm International, Inc. ("Q Comm" or the "Company"), a Utah corporation, is a
growing national  telecommunications  service provider  specializing in the sale
and  distribution  of  various  prepaid  telecommunications  products  including
prepaid calling cards,  prepaid wireless service and prepaid home dialtone phone
services  throughout  the United  States.  The Company  dispenses  its  products
through  Qxpress (tm), a total  management  system that allows  retailers to (i)
instantly  provide  any  prepaid  telecommunications  service  at the  point  of
purchase  on demand  and thus  minimize  shelf  space  requirements;  (ii) print
flexible sales reports,  and (iii) eliminate  expensive  inventory,  and prevent
theft and fraud.  The Company's  securities  are quoted on the  Over-the-Counter
Bulletin Board ("OTCBB") under the symbol QCCM.OB

The  Company's  revenues  originate  from the  sale of  prepaid  calling  cards,
wireless  services and prepaid home  dialtone  through the Qxpress (tm) point of
sale  activation  system and from service fees  associated with the Qxpress (tm)
system,  which are charged when weekly sales quotas have not reached the minimum
amount set by Q Comm.  The  Company  also  generates  revenues  from the sale of
printed  prepaid  wireless  phone cards.  Other  revenues  include  interest and
miscellaneous  income.  While Q Comm offers  several  prepaid  telecommunication
products, the Company believes that its future business will be primarily in the
prepaid  wireless  market and  providing  point of sale  solutions  to  wireless
carriers.

                                       7
<PAGE>

During   the  past   year  and  in   response   to   changes   in  the   prepaid
telecommunications marketplace, Q Comm has focused its resources on changing its
strategic  direction  to  a  business-to-business   prepaid   telecommunications
business,  while completely  eliminating any marketing efforts to recruit master
agents.  Under  the  master  agent  reseller  program,  the  resellers  paid the
licensing fees for the rights to resell Q Comm's phone card products and for the
Company's support in its resale efforts.  The Company determined that the master
agent reseller program,  consisting mostly of small office/home  office ("SOHO")
type  resellers,   was  not  producing  reliable  revenue  streams  nor  did  it
effectively serve retail distribution channels where market growth was expanding
rapidly.  In order to take  advantage  of the  current and  projected  growth of
retail distribution and to achieve predictable revenues, the Company changed its
distribution  methodology  from a business to consumer model in which sales were
executed by small master  agent  resellers  who sold  directly to consumers to a
business to business model wherein large independent  telecommunications brokers
and wholesale food distributors  marketed the Company's products to a variety of
retailers with whom they had pre-existing  relationships.  With its new business
to business  model in place,  Q Comm uses its own sales force to recruit,  train
and support  the  independent  telecommunications  brokers  and  wholesale  food
distributors that market Q Comm's products.

The Company's  objective is to be one of the leading prepaid  telecommunications
companies in the United States. To achieve this, it will be necessary for Q Comm
to expand the size of its revenues  through direct as well as third party sales,
to acquire small regional companies, and to continue to generate revenue through
multiple  revenue  streams.  The Company also needs to  capitalize  on its early
marketing success by continuing to expand the current distribution  channels and
to maintain its focus on emerging technology while continuing to retain its high
level of expertise in this industry.  The Company intends to introduce many more
innovative  product  solutions  to  the  prepaid   telecommunication  market  by
exploiting leading technologies and creating leading-edge,  customized solutions
for emerging customer segments.


International   opportunities   are  also   emerging  for  the  Company  in  the
telecommunications   industry.   Overseas   deregulation  of  telecommunications
provides Q Comm with an unprecedented  opportunity to develop joint ventures for
the marketing of prepaid telecommunications systems.

The key to the  Company's  future  success  lies in its  ability to  continue to
provide premier prepaid  telecommunications  products, enhance its point of sale
activation  system  (Qxpress  (tm)),  execute its  strategy of  acquisition  and
broker/wholesaler  network  expansion,  and obtain  funding  needed to carry out
these objectives.

                                       8
<PAGE>



RESULTS OF OPERATION  FOR THE YEAR ENDED  DECEMBER 31, 2000 COMPARED TO THE YEAR
ENDED DECEMBER 31, 1999.

REVENUES

Q  Comm   generates  and  recognizes   revenues  under  the  category   entitled
"telecommunications"  which includes prepaid wireless services,  prepaid calling
cards, prepaid home dialtone services, renewal fees of those master sales agents
who have maintained their licensing agreements with the Company, and other sales
and miscellaneous  income. During the year ended December 31, 2000, Q Comm's net
sales were  $1,713,583 as compared to $1,120,536  during 1999,  representing  an
increase  of  $593,047  (52.9%).  The  increase  during  the year was  primarily
attributable  to the  Company's  aggressive  change  in the  manner  in which it
distributes  its  products.  In response to  distribution  trends in the prepaid
marketplace, namely the rapid increase in retail distribution, Q Comm determined
that the master agent reseller  program,  consisting mostly of small office/home
office (SOHO) type resellers, was not producing reliable revenue streams nor did
it  effectively  serve retail  distribution  channels  where  market  growth was
expanding  rapidly.  In order to take  advantage  of the current  and  projected
growth in retail distribution and to achieve predictable  revenues,  the Company
changed its distribution methodology from a business to consumer model, in which
sales  were  effected  by small  master  agent  resellers  selling  directly  to
consumers,  to  a  business  to  business  model,  in  which  large  independent
telecommunications  brokers and wholesale  food  distributors  marketed Q Comm's
products  to a large  number  of  retailers  with  whom  they  had  pre-existing
relationships.  The Company believes that targeting retail environments  through
large business-to-business  oriented independent  telecommunications brokers and
food wholesalers will ultimately result in significantly  higher and more stable
net sales and overall  profitability.  This change in strategy  has  resulted in
increasing  revenues  throughout  the year ended  December 31, 2000.  During the
fourth quarter ending  December 31, 2000, Q Comm's net sales  increased 75.7% to
$805,260  from $458,352 for the third  quarter in 2000.  The Company  attributes
this increase to the positive effects from the change in the manner in which the
Company's  products are marketed,  with greater reach through the use of a large
wholesale and distribution network implementation.

COST OF GOODS SOLD

The Company's Cost of Goods Sold increased to $1,322,867  from $816,262 or 62.1%
for the year ended  December 31, 2000 as compared with 1999. The increase in the
cost of goods  sold  during  this  period  is  principally  associated  with the
increase in revenues.  Additionally,  the  Company's  direct cost  structure has
changed  somewhat as a result of the  discontinuation  of  marketing  the master
agent  reseller  program as noted  above.  The Company  believes  there are many
advantages in terms of controlling costs in its current business model, which is
focused on purchasing  electronic PINs for distribution through its Qxpress (tm)
terminals, such as no inventory costs, minimal distribution costs, and immediate
payment for product sales. These advantages  favorably impact both cost of goods
sold and operating expenses.


                                       9
<PAGE>


OPERATING EXPENSES

Operating  expenses for the year ended December 31, 2000 increased to $1,420,033
from  $1,266,963  during 1999, or an increase of $153,070  (12.1%).  In general,
this increase primarily was the direct result of the Company having put in place
a new management  team and sales  personnel  whose mission it was to develop and
implement a new  distribution  network.  For the year ended December 31, 2000 as
compared with 1999, selling expenses  increased $121,732 (102.6%).  The increase
was due to the Company's continued development and implementation of various new
products, the development and printing of point of sale materials, and the sales
efforts associated with building a new independent  telecommunications  and food
wholesaler  network for the selling and distribution of the Company's  products.
General and Administrative  expenses increased $31,338 (2.7%) from 1999 to 2000.
This  relatively  modest  increase  reflects  the  Company's  efforts to control
indirect costs as well as the advantages of its current  business model as noted
above.

LOSS FROM OPERATIONS

The Company had a loss from operations of $1,029,317 for the year ended December
31, 2000 as compared  with a loss of $962,689  for the year ended  December  31,
1999. This loss was primarily  attributable to the Company's change in strategic
direction  and the costs  associated  with this change in strategy.  The Company
expects  its  investment  in an  expanded  distribution  network  to  result  in
significantly  higher  revenues in the future,  with  resulting  improvement  in
results from operations.

TOTAL OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEMS

The Company  experienced  a gain on  extinguishment  of debt of $156,049 for the
year ended  December 31, 2000 as compared with  $164,112 for 1999.  Other income
was  relatively  flat from 1999 to 2000 ($8,640 versus  $11,892,  respectively),
while other  expense  decreased  $281,132,  from  $405,238 for 1999  compared to
$124,106  for 2000.  Most of the  decline is due to a  non-recurring  expense of
$227,500 recorded in 1999 for the beneficial conversion feature of a convertible
debenture.

NET LOSS

For the year ended December 31, 2000, the Company had a loss before income taxes
of $985,482 as compared  with  $1,195,175  for 1999. As  previously  noted,  the
Company changed its method of sales and distribution of its product during 2000.
This  resulted in what the Company  believes to be a short-term  loss in revenue
and net income in the earlier part of 2000 in exchange for a much larger revenue
base and profitability in the foreseeable future.


The Company has available at December 31, 2000,  operating loss carryforwards of
approximately $3,650,000,  which may be applied against future taxable income in
years through 2020. The amount of and ultimate  realization of the benefits from
the operating loss  carryforward for income tax purposes is dependent,  in part,
upon the tax laws in  effect,  the future  earnings  of the  Company,  and other
future  events,  the  effects  of which  cannot be  determined.  Because  of the
uncertainty surrounding the realization of the loss carryforward the Company has
established a valuation  allowance equal to the amount of the loss  carryforward
and,  therefore,  no  deferred  tax  asset  has  been  recognized  for the  loss
carryforward.  The net  deferred  tax asset is  approximately  $1,250,000  as of
December 31, 2000, with an offsetting  valuation  allowance at December 31, 2000
of the same amount.

                                       10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Historically,  the Company has financed its working capital requirements through
internally generated funds, the sale of shares of its common stock, and proceeds
from short-term bank borrowings,  convertible debentures,  and notes payable. As
of December 31, 2000, the Company had a working capital deficit  (current assets
less current liabilities) of approximately  $1,100,000 as compared with $987,000
at December 31,  1999.  The Company may seek to issue  corporate  debt or equity
securities  in order to satisfy  its cash needs for the  coming  year.  Any debt
incurred or issued by the Company may be secured or unsecured, fixed or variable
rate  interest and may be subject to such terms as the board of directors of the
Company deems prudent. Any sales of equity securities may be at or below current
market rates for the Company's  common stock.  The Company  expects any proceeds
from such  additional  credit or sale of securities to be used  primarily in the
marketing and development of its  telecommunications  products. No assurance can
be given that the Company will be successful in  generating  sufficient  capital
from new  borrowings or from the sale of its  securities to adequately  fund its
liquidity needs.

The Company does not believe that its business is subject to seasonal trends.

The Company  does not believe that  inflation  had a  significant  impact on the
Company's results of operations for the period  presented.  On an ongoing basis,
the Company  attempts to minimize  any  effects of  inflation  on its  operating
results by controlling  operating  costs,  and,  whenever  possible,  seeking to
insure that product price rates reflect increases in costs due to inflation.

NEW ACCOUNTING PRONOUNCEMENTS

No new  pronouncement  issued by the Financial  Accounting  standards board, the
American  Institute  of  Certified  Public  Accountants  or the  Securities  and
Exchange  Commission  is  expected  to have a material  impact on the  Company's
financial position or reported results of operations.

Item 7.  Financial Statements


         The financial  statements  called for by this Item are attached to this
Report as Exhibit (99)(i), and are herein incorporated by reference.

                                       11
<PAGE>



Item 8.  Changes in and Disagreements With Accountants on Accounting And
         Financial Disclosure


     At no time during the  Registrant's  two most recent fiscal years,  did the
principal  independent  accountant  (or a significant  subsidiary's  independent
accountant on whom the principal  accountant  expressed  reliance in its report)
resign, decline to stand for re-election, or get dismissed by Registrant.

Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act

All information presented in this Item is as of December 31, 2000.

     The following table lists Registrant's Directors and Executive Officers:

Name                       Position         Age               Director Since

Brae Burbidge              Director         34                June 2000
Lamond Woods               Director         34                June 2000
Brent Bingham              Director         34                January 1999
Paul Hickey                CEO              40                August 1998
Stephen Flaherty           President        53                n/a

     The  directors  of the  Registrant  do not have any term  specified  in the
Registrant's by-laws.

     Registrant has no significant employees,  other than those set forth above.
There are no family  relationships among the directors and executive officers of
the Registrant.

     In addition,  Registrant has engaged  Michael  Openshaw as its acting Chief
Financial Officer,  under contract with a placement agency. Mr. Openshaw,  as of
the date of this Report, is not an employee of the Registrant.

     Mr.  Burbidge is also  President and CEO of Global Web, Inc., a corporation
based in Utah  that  provides  web  design  services.  He is a  graduate  of the
University of Utah.

     Mr.  Woods is also the  owner of SNIS  Insurance,  a  Utah-based  insurance
agency.

     Mr.  Bingham  is  also  the  President  and  CEO of  Eclipse  Marketing,  a
Utah-based direct sales company. He is a graduate of Brigham Young University.

     Mr. Hickey has been with  Registrant  since its inception in 1986,  and had
founded certain of the entities that now comprise Q Comm, Inc. in 1992 and 1993.
He is a graduate of Brigham Young University.


                                       12
<PAGE>

     Mr.  Flaherty was an executive  with Global  Business  Solutions,  based in
Costa Mesa, California. As a management executive, Mr. Flaherty has been brought
in to manage various small and  medium-sized  businesses,  including a technical
documents  publisher  (First  Image)  and a  medical  services  company  (MERX).
Previously, Mr. Flaherty was an executive at General Electric and Bell & Howell.
Mr. Flaherty joined the Registrant in April, 1999.


     None of the  individuals  listed  above holds  directorships  in  reporting
companies.  None of the  individuals  listed  above  has  been  involved  in any
significant  legal  proceeds  in the last five  years  that are  material  to an
evaluation  of the  ability  or  integrity  of them to  serve as a  director  or
executive officer of the Registrant.

Section 16(a) Beneficial Ownership Reporting Compliance.
--------------------------------------------------------
     Based solely on a review of Forms 3 and 4, and amendments thereto furnished
to the Registrant under Rule 16a-3(e)  promulgated under the Securities Exchange
Act of 1934  during  the most  recent  fiscal  year,  and Form 5 and  amendments
thereto furnished to the Registrant with respect to its most recent fiscal year,
all reports required under Section 16(a) of the Securities  Exchange Act of 1934
were timely filed.

Item 10.  Executive Compensation

     The following narrative provides a discussion of the compensation  provided
to the  Registrant's  chief  executive  officer and the  Registrant's  four most
highly compensated executive officers other than the chief executive officer who
were serving as executive officers at the end of the last completed fiscal year,
provided that any of such four executive  officers  earned more than $100,000 in
total annual salary and bonus. All of these officers are  collectively  referred
to herein as the "named executive officers".

Summary Compensation Table

         The following table sets forth compensation for Registrant's last three
completed  fiscal  years for the named  executive  officers,  including  salary,
bonus,  other annual  compensation,  long term incentive  plan payouts,  and all
other  long-term  compensation.  Grants of stock  options are referred to in the
next chart following.


Name and Title      Year     Salary Paid    Salary Deferred   Total

Paul Hickey, CEO    2000      $73,846        $46,154         $120,000
                    1999      $ 2,000        $52,000         $ 54,000
                    1998      $ 5,320        $ -0-           $  5,320

Stephen Flaherty,   2000      $113,231       $ 6,769         $120,000
President           1999      $ 64,077       $ -0-           $ 64,077
                    1998      $  -0-         $ -0-           $   -0-


Mr.  Flaherty  joined the  Registrant in April 1999 at an  annualized  salary of
$100,000.


                                       13
<PAGE>

Option/Stock Appreciation Rights Table

         The  following  table sets forth  information  regarding  the grants of
options or stock  appreciation  rights during the last completed fiscal year for
each of the named  executive  officers,  indicating  the  number  of  securities
underlying the options or stock appreciation  rights granted,  the percentage of
the total options and stock appreciation  rights granted to all employees in the
fiscal year  represented by such grant,  the exercise or base price(s),  and the
expiration date(s).


                                Options        Grants            % of total
Name and Position              at 1/1/00      during 2000         2000 grants
---------------------------    ---------      -----------         -----------
Paul Hickey, CEO                  -0-           800,000                96%
Stephen Flaherty, President     520,000           -0-                   0%


     None of the options  referred to above had been  exercised  as of March 15,
2001. Mr. Flaherty's stock options were granted in 1999.

     Mr. Hickey's  options are to purchase shares at $1.10 per share, and expire
in April 2003. At the present time, 400,000 of these shares are vested.

     Mr.  Flaherty's  options  are to  purchase  shares at $1.50 per share,  and
expire in May 2002. At the present time, 120,000 of these shares are vested.

Directors' Compensation

     The Registrant's  directors receive no compensation at the present time for
their service as directors.

     Employment  Contracts and Termination of Employment,  and Change in Control
Arrangements.

     There  are no  employment  contracts  between  the  Registrant  and a named
executive  officer,  nor any  compensatory  plan or  arrangement  resulting from
resignation, retirement, termination, or change in control.

                                       14
<PAGE>



Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The  following  table  sets  forth the  ownership  of the  Registrant's
securities by any person (including any group) who is known to the Registrant to
be the beneficial owner of more than 5% of any class of Registrant's securities,
and by the Registrant's  executive  officers and directors.  The address of each
individual listed below is c/o the Registrant.

Title of class         Name and Address    Amount and Nature        % of class
                     Of Beneficial Owner   of Beneficial Owner
---------------      -------------------   -------------------       ---------

Common Stock           Paul Hickey         3,495,155 directly
                                              58,000 through family
                                           3,553,155 total (1)          38.6%

Common Stock           Stephen Flaherty            0 total (2)             0%

(1)  In  addition,  Mr.  Hickey has options to purchase  an  additional  800,000
     shares of common stock which,  if exercised,  would  increase his ownership
     percentage to 43.5%.

(2)  In addition,  Mr.  Flaherty has options to purchase an  additional  520,000
     shares of common stock which,  if exercised,  would  increase his ownership
     percentage to 5.3%.


     There are no current  arrangements  which may result in a change in control
of the Registrant.

Item 12.  Certain Relationships and Related Transactions

     The  following  discussion  sets  forth  (by  name,   relationship  to  the
Registrant,  nature of interest, and amount of interest) any transactions during
the last two years, or proposed transactions,  to which the Registrant was or is
to be a party, in which any of the following  persons had or is to have a direct
or  indirect  material  interest:  (1) any  director  or  executive  officer  of
Registrant;  (2) any security holder  referenced in Item 11 on this Form 10-KSB;
and (3) any member of the immediate family (spouse, parents, children,  siblings
and in-laws) of any person referenced in (1) or (2) hereto. This discussion does
not include  information for any transactions  where competitive bids determined
the rates or charges in the transaction, the rate or charges are fixed by law or
governmental authority, or the amount involved in the transaction or a series of
similar transactions does not exceed $60,000.

     Paul Hickey, the CEO of the Registrant, is the sole owner of a company that
leased  certain  equipment to the Registrant  during 2000, for which  Registrant
recorded lease expenses of approximately  $32,000.  Registrant owes Mr. Hickey a
total of $334,529 at  December  31,  2000,  consisting,  principally,  of unpaid
equipment lease expenses,  deferred salary,  accrued interest and notes payable.
Reference is made to Notes 6 and 15 to the financial  statements  included under
Item 7 of this Report.

                                       15
<PAGE>


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


(3)(i)(1)    Articles of Incorporation, Four Rivers Development, Inc.,
                filed February 7, 1986. (1, Ex. 3)

(3)(i)(2)    Articles of Amendment, Four Rivers Development, Inc., filed
                August 3, 1998, which changed Registrant's name
                to Q Comm International, Inc. (1, Ex. 2)

(3)(ii)(1)   By-laws of Registrant (1, Ex. 4)

(4) (i) (1)  Convertible Debenture and Common Stock Purchase  Agreement dated
                September 15, 1999 (1, Ex. 10)

(10)(i)(1)   Lease Agreement, dated as of November 22, 1999, by  and between
                Registrant and Highland Ranch, Inc. (1, Ex. 5)

(10)(ii)(1)  Employment Agreement for Stephen C. Flaherty, dated  May 3, 1999.
                (1, Ex. 6)

(10)(iii)(1) Stock Option Agreement for Stephen C. Flaherty, dated May 3, 1999.
                (1, Ex. 7)

(10)(iii)(2) Stock Option Agreement for John T. Hickey, dated May 3, 1999.
                (1, Ex. 8)

(10)(iii)(3) Stock Option Agreement for Bruce R. Siskonen, dated May 3, 1999.
                (1, Ex. 9)

(21)         Subsidiaries:

                Q Comm, Inc., a Utah corporation, wholly owned by Registrant

(99)(i)      Financial Statements of the Registrant.



(1)  -  Incorporated  by reference from  Registrant's  filing on Form 8-K, dated
        March 20, 2000, and the exhibit referenced thereto.


     Registrant filed no Current Reports during the fourth quarter of 2000.

                                       16
<PAGE>





                                   SIGNATURES



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

Q Comm International, Inc.

Dated: March 28, 2001


Stephen Flaherty, President
(principal executive officer)
and acting Chief Financial Officer          /s/ Stephen Flaherty
and principal accounting officer           -------------------------------------


Paul Hickey, Chief Executive
Officer (principal executive               /s/ Paul Hickey
officer) and Director                      -------------------------------------



Brae Burbidge, Director                    /s/ Brae Burbidge
                                           -------------------------------------


Lamond Woods, Director                     /s/ Lamond Woods
                                           -------------------------------------


Brent Bingham, Director                    /s/ Brent Bingham
                                           -------------------------------------





                                       17