As filed with the Securities and Exchange Commission on October 4, 1996
                                                  Registration No. ____________
--------------------------------------------------------------------------------



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


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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


                           COMTEC INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

       NEW MEXICO                                                72-2456757
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                 10855 E. BETHANY DRIVE, AURORA, COLORADO 80014
               (Address of Principal Executive Offices) (Zip Code)

         EMPLOYMENT CONTRACT WITH CLIFFORD S. PERLMAN DATED MAY 10, 1995
        EMPLOYMENT AGREEMENT WITH DONALD G. MACK DATED DECEMBER 25, 1995
           EMPLOYMENT AGREEMENT WITH ROBERT CLAUSON DATED MAY 10, 1996
          EMPLOYMENT AGREEMENT WITH MITCHELL B. CHI DATED JUNE 14, 1996
         CONSULTING AGREEMENT WITH GORDON E. BECKSTEAD ASSOCIATES, INC.
                              DATED OCTOBER 4, 1996
                            (Full title of the plan)

                            DONALD G. MACK, PRESIDENT
                           COMTEC INTERNATIONAL, INC.
                             10855 E. BETHANY DRIVE
                             AURORA, COLORADO 80014
                     (Name and address of agent for service)

                                 (303) 743-7983
          (Telephone number, including area code, of agent for service)


                                   COPIES TO:
                         LAW OFFICES OF FAY M. MATSUKAGE
                           STANFORD PLACE 3, SUITE 201
                        4582 SOUTH ULSTER STREET PARKWAY
                             DENVER, COLORADO 80237
                                 (303) 721-9495



Exhibit index on consecutive page _____             Consecutive page 1 of _____


<PAGE>


<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                                                PROPOSED
                                                        PROPOSED                 MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO BE            MAXIMUM OFFER-         AGGREGATE OFFER-           AMOUNT OF
   TO BE REGISTERED            REGISTERED          ING PRICE PER UNIT           ING PRICE            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                   <C>                       <C>      
Shares of                       4,080,654               $.9375(1)<F1>         $3,825,613.10             $1,159.28
Common Stock,
$.001 par value,
under
Employment and
Consulting
Agreements
-----------------------  ----------------------- ----------------------- -----------------------  ----------------------
<FN>
<F1>
(1)      Calculated based on Rule 457(h).  Average of the closing bid and asked prices as of October
         3, 1996.
</FN>
</TABLE>


<PAGE>



PROSPECTUS

                           COMTEC INTERNATIONAL, INC.

                                  COMMON STOCK

                       4,080,654 SHARES OFFERED FOR RESALE

         This  Prospectus  covers  4,080,654  shares  of Common  Stock  owned by
certain shareholders. ComTec International,  Inc., a New Mexico corporation (the
"Company")  will not receive any  proceeds  from the sale of these  shares.  The
holders of these shares intend to sell their shares  directly,  through  agents,
dealers,  or  underwriters,  in the public  market,  or otherwise,  on terms and
conditions  determined  at the time of sale by such  holders  or as a result  of
private negotiation between buyer and seller.  Expenses of any such sale will be
borne by the parties as they may agree. See "Selling Security Holders."

         THESE  SECURITIES  ARE  SPECULATIVE,  INVOLVE A HIGH DEGREE OF RISK AND
IMMEDIATE  SUBSTANTIAL DILUTION AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT
AFFORD THE LOSS OF HIS ENTIRE INVESTMENT. SEE "RISK FACTORS" AND "DILUTION."

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 4, 1996.

                                                         

<PAGE>



                              AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission"),  Washington, D.C., a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
securities offered by this Prospectus.  This Prospectus does not contain all the
information set forth in the Registration Statement,  certain items of which are
contained in schedules and exhibits to the Registration  Statement, as permitted
by the rules and regulations of the Commission.

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance  therewith files reports and other  information  with the Commission.
Such reports and other  information  can be  inspected  and copied at the public
reference  facilities  maintained  by the  Commission  at Room  1024,  450 Fifth
Street,  N.W.,  Washington,  D.C.  20549;  500 W.  Madison  Street,  Suite 1400,
Chicago,  Illinois  60661;  and 7 World Trade Center,  Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section of the Commission,  Room 1024, 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

         The Commission  maintains a Web site that contains  reports,  proxy and
information statements, and other information regarding the Company, which files
electronically   with  the   Commission.   The  address  of  this  Web  site  is
"http://www.sec.gov."

NO PERSON HAS BEEN  AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH  THE  OFFER  MADE  HEREBY,  AND,  IF GIVEN OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON AS  HAVING  BEEN  AUTHORIZED  BY THE
COMPANY.  THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH
AN OFFER OR  SOLICITATION  IS NOT  AUTHORIZED BY THE LAWS  THEREOF.  NEITHER THE
DELIVERY  OF THIS  PROSPECTUS  NOR ANY  SALES  MADE  HEREUNDER  SHALL  UNDER ANY
CIRCUMSTANCES  CREATE  ANY  IMPLICATION  THAT  THERE  HAS BEEN NO  CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

         Statements  and  descriptions  herein  concerning  agreements  or other
documents  filed as exhibits to the  registration  statement filed in connection
with  this  Prospectus  are  necessarily  summaries  of such  documents  and are
qualified in their  entirety by reference to the complete text of the applicable
document  filed  with  the  Commission,  which  text  is  incorporated  in  this
Prospectus by references to such agreements or documents.

                                        2

<PAGE>



                                TABLE OF CONTENTS

                                                                        Page
INCORPORATION OF CERTAIN INFORMATION 
      BY REFERENCE........................................................3

RISK FACTORS..............................................................4

SELLING SECURITY HOLDERS..................................................9

PLAN OF DISTRIBUTION.....................................................10

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...........................10


                      INCORPORATION OF CERTAIN INFORMATION
                                  BY REFERENCE

         There are  incorporated  in this  Prospectus by reference the following
documents which have been filed with the Commission:

         (a)      Company's Annual Report on Form 10-K for the fiscal year ended
                  June 30, 1995, filed pursuant to Section 13(a) of the Exchange
                  Act; and

         (b)      Company's  quarterly  reports  on Form  10-Q  for  the  fiscal
                  quarters  ended  September  30, 1995,  December 31, 1995,  and
                  March 31, 1996;  Company's  Current  Reports on Form 8-K dated
                  May 10, 1995 and August 14, 1996;  and all other  reports,  if
                  any,  filed by the Company  pursuant  to Section  13(a) of the
                  Exchange  Act since the end of the fiscal  year ended June 30,
                  1995.

         (c)      The description of Company's Class A Common Stock contained in
                  the Registration  Statement on Form 8-A declared  effective by
                  the  Commission  on  July  8,  1984  under  Section  12 of the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the termination
of the offering of the shares offered hereby, shall be deemed to be incorporated
by reference in this  Prospectus and to be a part hereof from the date of filing
of such documents.

         Documents  incorporated  by reference  herein may be obtained,  without
charge, upon written or oral request to:

                           ComTec International, Inc.
                             10855 E. Bethany Drive
                             Aurora, Colorado 80014
                                 (303) 743-7983
                         Attention: Corporate Secretary

                                        3

<PAGE>



                                                   RISK FACTORS

         The  purchase of the shares  offered  hereby  involves a high degree of
risk.  Prospective  investors should carefully  consider the following  factors,
among others set forth in this Prospectus,  before making a decision to purchase
the shares.

RISK FACTORS RELATING TO THE COMPANY

         LIMITED  CAPITALIZATION  AND LACK OF WORKING  CAPITAL.  The Company has
limited  capitalization and is dependent upon the proceeds of private and public
offerings to continue as a going  concern,  implementing  its business plan, and
completing its targeted  acquisitions.  As of June 30, 1995, the audited results
of the Company  indicated  assets of $2,217,370 and negative  working capital of
$1,289,272.  Subsequent  to fiscal year end June 30, 1995 and by March 31, 1996,
the  Company's  assets have  increased  to  $2,608,069  and its working  capital
decreased  to a negative  $1,528,004.  Included in the March 31, 1996  financial
statements  and  recorded  as an  offset  to  stockholders'  equity  is a  media
advertising  contract in the amount of  $1,950,000  of which  $1,300,00 has been
prepaid by the Company.

         Although the Company will endeavor to finance its working capital needs
through  additional  debt or equity  financing,  there is no assurance that this
financing can be obtained on terms acceptable to the Company.  In addition,  any
debt financing may require the Company to mortgage,  pledge,  or hypothecate its
assets.  Furthermore,  as of June 30, 1995, the Company was in default  covering
certain notes payable to related  parties and  short-term  notes and there is no
guarantee  that even if the future debt or equity  financing  is secured  future
defaults can or will be cured.  Subsequent  to June 30, 1995,  notes  payable to
related parties in the amount of $130,973,  which were in default as of June 30,
1995,  have been  authorized  by the Board of  Directors  to be paid through the
issuance of the Company's  Common  Stock.  In the case of other notes payable to
related  parties in the amount of $39,500,  which were in default as of June 30,
1995,  the Board of Directors  authorized an offset  against a former  officer's
breach of a  non-disclosure/non-circumvention  agreement. As of the date of this
Prospectus,  $17,500 of  short-term  notes  payable  which were  reported  as in
default as of June 30, 1995 have been paid and $35,000 of  short-term  notes are
in dispute via a legal counterclaim against several companies and individuals.

         All during 1995 and to the date of this Prospectus, the Company has had
and continues to have a substantial  need for working capital to cure prior loan
defaults,  close  various  acquisitions,   and  for  normal  operating  expenses
associated  with the  Company  continuing  as a going  concern.  The  Company is
currently in discussions  with one or more companies for a private and/or public
debt and equity financing package(s).

         NEW  BUSINESS  VENTURE.  Although  management  of the  Company  has had
extensive  experience in the  communications  industry,  the Company  itself has
recently been  restructured  and has only a limited  history of operations.  The
Company  first  began  generating  revenues  in  July  1995 as a  result  of the
acquisition of John Sandy  Productions Inc. The Company has not yet realized any
operating  profits and does not anticipate  any operating  profits for twelve to
eighteen months, predominantly as a result of the significant acquisition costs,
construction  buildout  costs of SMR,  and the cost of switching  and  satellite
uplinking  communications  equipment.  It can be expected that future  operating
results will continue to be subject to many of the problems,  expenses,  delays,
and risks inherent in the  establishment of a new business  enterprise,  many of
which the Company has no control. There can be no assurance, therefore, that the
Company will be able to achieve or sustain profitability in future periods. Even
if the Company's operations  eventually prove to be marginally  profitable,  the
value of the  Company's  Common Stock,  and the  potential  return to investors,
could be substantially diminished. Consequently, an investment in the Company is
highly speculative and no assurance can be given that

                                        4

<PAGE>



purchasers of the shares of Common Stock offered  hereby will realize any return
on their  investment or that purchasers  will not lose their entire  investment.
The Company was  restructured  on May 10, 1995 as a result of an  acquisition of
all of the assets of Keystone  Holding  Corp.  And  therefore  has very  limited
operating  history  and  revenues.  Activities  to date  have  been  limited  to
acquiring John Sandy  Productions Inc., a Colorado  corporation  engaged in film
and video  production  and  broadcast  of live and  taped  sporting  events;  an
Acquisition  Agreement to acquire Commercial  Communications  Inc., an operating
SMR corporation  located in Wyoming;  four Acquisition  Agreements to acquire an
interest  in over 4,700 SMR  channels  and  related  technology;  organizational
efforts; and obtaining initial financing.  The Company must be considered in its
early phase of development  embarking upon a new venture.  Prospective investors
should be aware of the  difficulties  encountered  by such  enterprises,  as the
Company faces all the risks inherent in any new business,  including the limited
operating  history and  intense  competition  present in the  telecommunications
industry.  The  likelihood of success of the Company must be considered in light
of such problems, expenses, and delays frequently encountered in connection with
the  operation of a new business and the  competitive  environment  in which the
Company will be operating.

         GENERAL  RISKS OF  BUSINESS;  NO  INDEPENDENT  MARKETING  STUDIES.  The
Company  has  formulated  its  business  plans and  strategies  based on certain
assumptions  of the  Company's  management  regarding the size of the market for
wireless  communications  services  (which the Company plans to offer in certain
key markets within the United States),  the Company's  anticipated  share of the
market,  and the estimated prices for and acceptance of the Company's  services.
Although these assumptions are based on the best estimates of management,  there
can be no  assurance  that  these  assessments  will  prove  to be  correct.  No
independent  marketing  studies  have been  conducted  on behalf of or otherwise
obtained by the Company, nor are any such studies planned.

         DEPENDENCE  ON  KEY  PERSONNEL.  The  Company's  success  depends  to a
significant  extent upon the continued  service,  efforts,  and expertise of its
senior management,  Messrs. Perlman, Mack, Chi, Clauson, and Moscariello. One of
the Company's subsidiaries is entirely dependent upon the management efforts and
expertise  of Mr.  Santucci.  The Company  depends  heavily  upon the skills and
contacts of Messrs.  Mack and Chi in acquiring  operating  companies and related
technologies,  SMR  channels,  and SMR  operators,  along with their  ability to
evaluate, acquire, and maintain Company assets. The Company also depends heavily
upon  the  expertise  of Mr.  Santucci  as it  relates  to all  film  and  video
production,  as well as live and taped broadcast  services and its endeavor into
interactive  games and Internet  applications.  The Company also depends heavily
upon the skills of Mr. Clauson and Mr.  Moscariello in the administration of the
Company's  business  combined with their knowledge and expertise in handling all
sales and  marketing  efforts,  project  cost  analysis,  and  coordination  and
comparison of pricing to industry competitors.  A loss of the services of any of
these individuals could adversely affect the conduct of the Company's  business.
In such event, the Company would be required to obtain other personnel to manage
and operate the Company, and there can be no assurance that the Company would be
able to employ a suitable replacement for either of such individuals,  or that a
replacement  could be hired on terms which are  favorable  to the  Company.  The
Company  currently  maintains  no key man  insurance  on the lives of any of its
officers or directors.

         INTENSE    COMPETITION.    There   are    numerous    nationally    and
internationally-known corporations and entities which are engaged in the type of
business  proposed  to be  engaged  in by the  Company.  Competition  for  asset
acquisitions,  management,  and  customer  base  in the  telecommunications  and
wireless  communications  industries is intense.  Most of these competitors have
substantially  greater  financial  and  personnel  resources  than the  Company.
Accordingly,  the Company will be at a  competitive  disadvantage  vis-a-vis its
competitors.

         LACK OF  DIVIDENDS.  The  Company has paid no  dividends  on its Common
Stock to date,  and  there  are no plans to pay any in the  foreseeable  future.
Initial earnings which the Company may

                                        5

<PAGE>



realize,  if any, will be retained to finance growth of the Company.  Any future
dividends,  of which there can be no assurance,  will be directly dependent upon
the earnings of the Company, its financial requirements, and other factors.

         POSSIBLE  RULE  144  SALES  AND  MARKET  OVERHANG.  A  majority  of the
Company's   presently   outstanding  shares  of  Common  Stock  are  "restricted
securities"  within the meaning of the  Securities Act and may hereafter be sold
in compliance with Rule 144  promulgated  thereunder.  Rule 144 provides,  among
other  things,  and  subject  to  certain  limitations,  that a  person  holding
restricted  securities  for period of two years may sell,  every  three  months,
those  securities  in  brokerage  transactions  in an amount  equal to 1% of the
Company's  outstanding  Common Stock or the average weekly trading volume during
the four weeks preceding the sale,  whichever amount is greater.  Possible sales
of the Company's  Common Stock  pursuant to Rule 144 may, in the future,  have a
depressive  effect on the price of the Company's  Common Stock,  should a market
develop.

         PREFERRED  STOCK  AUTHORIZED.  The  Articles  of  Incorporation  of the
Company  authorize  the issuance of a maximum of  5,000,000  shares of Preferred
Stock of which  1,000,000  shares have been designated by the Company's Board of
Directors  as Series A $1.00  Stated  Value  Convertible  Preferred,  non-voting
shares,  convertible at $10.00 per share;  1,500,000 shares have been designated
as  Series  B $5.00  Stated  Value  Convertible  Preferred,  non-voting  shares,
convertible  at the rate of one  share of the  Company's  Common  Stock for each
share of Series B Preferred  Stock; and 1,500,000 shares have been designated as
Series  C  $10.00  Stated  Value  Convertible   Preferred,   non-voting  shares,
convertible at $10.00 per share.  Although no Preferred Stock has been issued or
is  outstanding as of the date of this  Prospectus,  420,000 Series A shares are
authorized to be issued in connection with the purchase of certain real property
by the Company and the  potential  exists that  additional  shares of  Preferred
Stock may be issued or  designated  at the option of the  Company to acquire SMR
properties,   satisfy  corporate   obligations,   finance  growth,  and  further
capitalize the Company.  Other than the Company's  current  private  offering of
Series B Preferred Stock and that which is disclosed herein, there is no current
plan to issue  any  additional  shares  of  Preferred  Stock in the  foreseeable
future.  The  terms  of a  series  of  Preferred  Stock  could  operate  to  the
significant  disadvantage of holders of outstanding Common Stock. Such terms can
include, among others, preferences as to voting, dividends, and distributions on
liquidation.  Moreover, the issuance of Preferred Stock in certain circumstances
could have the effect of delaying,  deterring, or preventing a change in control
of the Company.

         GOVERNMENT REGULATION.  The telecommunications  industry, SMR industry,
and the wireless  communications  industry are  currently  subject to government
regulations as specified by the Federal  Communications  Commission  ("FCC") and
the  Communications  Act of 1934.  The  Company  intends  to  comply  with  such
regulations as required.

RISK FACTORS RELATING TO THE OFFERING

         SECURITIES OFFERED BY SELLING SECURITY HOLDERS.  The Common Stock being
offered hereby are owned by the Selling Security  Holders.  The Company will not
receive  any  proceeds  from the sale of Common  Stock by the  Selling  Security
Holders.

         ARBITRARY  OFFERING PRICE. The Selling Security Holders have determined
the  initial  offering  price of  their  shares.  The  offering  price  does not
necessarily  have any relationship to the value of the Company or its underlying
assets, and should not be considered as an indication of the actual value of the
Company's Common Stock.

         POSSIBLE   VOLATILITY   OF  STOCK  PRICES;   PENNY  STOCK  RULES.   The
over-the-counter  markets for  securities  such as the  Company's  Common  Stock
historically  have  experienced  extreme  price and volume  fluctuations  during
certain periods. These broad market fluctuations and other factors, such

                                        6

<PAGE>



as new service and product developments and trends in the Company's industry and
the investment markets generally,  as well as economic  conditions and quarterly
variations  in the Company's  results of  operations,  may adversely  affect the
market price of the Company's Common Stock. The Company's Common Stock is quoted
on the OTC Bulletin Board.  If the Company's  Common Stock is not eligible to be
included on NASDAQ for  quotation,  the Common Stock is subject to rules adopted
by  the  Commission  regulating   broker-dealer  practices  in  connection  with
transactions  in "penny  stocks." Penny stocks  generally are equity  securities
with a price of less than $5.00  (other than  securities  registered  on certain
national securities  exchanges or quoted on NASDAQ,  provided that current price
and volume  information  with  respect to  transactions  in such  securities  is
provided by the exchange or the NASDAQ  system).  Unless an  exemption  from the
definition of a "penny stock" is available, any broker engaging in a transaction
in the  Company's  Common Stock is required to provide any customer  with a risk
disclosure document,  disclosure of market conditions, if any, disclosure of the
compensation of the  broker-dealer  and its salesperson in the transaction,  and
monthly accounts showing the market values of the Company's Common Stock held in
the customer's account. The bid and offer quotation and compensation information
must be provided prior to effecting the transaction and must be contained on the
customer's  confirmation.  It may be anticipated that a number of brokers may be
unwilling to engage in transactions in the Company's Common Stock because of the
need to comply  with the "penny  stock"  rules.  Consequently,  these  rules may
affect the ability of broker-dealers  to sell the Company's  securities and also
may affect the ability of purchasers of the shares  offered hereby to sell their
shares in the secondary market.

RISK FACTORS RELATING TO THE WIRELESS COMMUNICATIONS INDUSTRY

         SMR ACQUISITION AND  IMPLEMENTATION  RISKS. The Company,  in connection
with the  proposed  transactions  discussed  herein,  is seeking to acquire  SMR
assets  in  certain  operating  territories,   and  may  in  the  future  pursue
acquisition  and  strategic   partnership   opportunities  in  these  and  other
geographic  markets.  In light of such  geographic  expansion,  the  Company may
continuously  reevaluate  its build out plans in order to ensure that it applies
its resources in the areas of greatest potential. There can be no assurance that
the Company  will  successfully  consummate  any of the  proposed  transactions,
future  acquisitions,  or  strategic  alliances or that it will not readjust its
priorities  such that the build  out of  certain  markets  may be  delayed.  The
successful implementation of the SMR systems will depend to a significant degree
upon the  Company's  ability to lease or acquire  sites for the  location of its
base station equipment.  The site selection process will require the negotiation
of lease or acquisition  terms for numerous  sites,  and will likely require the
Company to obtain zoning  variances or other  governmental  or local  regulatory
approvals,  and may required FCC and Federal Aviation Administration  approvals,
the  grant of  which  are  beyond  the  Company's  control.  Delays  in the site
selection process as well as construction delays and other risk factors referred
to in this section could adversely  affect the timing of the  implementation  of
the Company's SMR systems and SMR acquisitions.

         RISKS OF IMPLEMENTATION OF DIGITAL MOBILE NETWORKS.  A key component of
the Company's  business  strategy is to implement  Digital Mobile networks.  The
Company does not  anticipate  commencing a build out of a Digital Mobile network
in the  immediate  future.  Completion  of the build out in such  markets is not
anticipated  to occur for some time after the Company has obtained the necessary
capital for both the proposed  transactions and Digital equipment.  There can be
no  assurance  that the Company  will be able to  implement  its Digital  Mobile
networks in any of such markets in  accordance  with its current  implementation
plans and  financing  requirements,  or at all.  The  ability of the  Company to
implement Digital Mobile networks in the proposed operating territories on terms
and on a schedule acceptable to the Company may depend upon further negotiations
with  certain SMR  equipment  vendors and other  suppliers  for the  delivery of
infrastructure  equipment and services.  If the Company is not able to implement
its Digital  Mobile  networks,  the Company  will be unable to provide  services
competitive  with  those  of  other  wireless  service  providers,  which  would
significantly  limit future subscriber  growth.  There are currently several SMR
systems in commercial operation in the

                                        7

<PAGE>



United States that utilize Digital technology for voice coding, compression, and
transmission using Motorola's  Integrated Radio System  technology,  although to
date call  quality  has not  generally  been well  received  commercially.  As a
result,  the extent of the potential demand for mobile  communications and other
services using the Company's  Digital Mobile  networks  cannot be estimated with
any degree of certainty.  In addition,  there can be no assurance  that existing
customers  will be willing to invest in new  subscriber  equipment  necessary to
transfer to its Digital  Mobile  systems.  The success of the Company's  Digital
Mobile service could also be affected by matters beyond its control, such as the
future cost of subscriber  equipment,  manufacturer delays,  system technical or
implementation  difficulties,  marketing and pricing  strategies of competitors,
general  economic  conditions,  and  changes in the  regulatory  environment  as
governed by the FCC and other governmental agencies.

         RISKS OF  DEVELOPING  TECHNOLOGY.  In  implementing  and  operating its
Digital  Mobile  networks,  the  Company  expects  to use a digital  compression
transmission  system  that  employs a  technology  known as  Frequency  and Time
Division Multiple Access ("F-TDMA") technology.  F-TDMA allows the splitting and
digital  encoding of a single  voice  channel to carry a number of voice or data
transmissions  simultaneously  over a  channel  that  previously  supported  one
conversation  at  a  time.  To a  limited  extent,  the  cellular  industry  has
successfully  utilized  three-times  Time  Division  Multiple  Access  ("TDMA").
Private Communications Network ("PCN") is an emerging technology designed to use
up to four-times  F-TDMA. PCN provides for a four-fold increase in capacity that
can be  implemented  in four  stages  by  employing  a  combination  of TDMA and
frequency  splitting  F-TDMA.  Moreover,  the new subscriber units to be used in
connection  with Digital  Mobile  networks are equipped  with more features than
existing mobile  communication units that have not yet been used on a commercial
basis.   Complications   associated  with  Digital  Mobile  technology  and  its
integration  into the Digital Mobile networks and new subscriber units may arise
during implementation of the Company's own Digital Mobile networks. If technical
difficulties  do occur,  the Company  cannot predict the effect this may have on
the implementation and operation of the Digital Mobile networks or on customers'
perceptions of its services.

         CHANGING  TECHNOLOGIES.  Cellular  and  SMR  operators,  including  the
Company, are currently evaluating or implementing new Digital Mobile technology.
Although  Digital Mobile  technology is more  expensive than analog  technology,
Digital Mobile technology will increase the capacity of existing analog channels
and SMR systems and may have certain performance advantages (e.g., audio quality
and security) over the analog technology  currently used by the Company.  If the
Company's  competitors in any market implement Digital Mobile  technology,  they
may be able to  offer  better  quality  transmissions  and  have  more  customer
capacity than the Company in that market at that time. While the Company intends
to implement  Digital Mobile technology in the future and as it deems necessary,
there can be no assurance that this technology will be successfully implemented.
In addition,  there can be no assurance  that the Company's  existing  customers
will be  willing to  purchase  new  subscriber  equipment  necessary  to utilize
Digital  Mobile  technology  even if  implemented.  The  Company  may also  face
competition  from  providers  of  technologies  and services  introduced  in the
future, such a personal communications services and satellite SMR systems.

         UNASCERTAINABLE  MEDICAL RISKS.  Recent news reports have speculated on
possible  medical risks  associated  with the use of hand-held  cellular  mobile
telephones.  The  Company  anticipates  that  initially a majority of the mobile
radios  leased  and  sold by the  Company  will  not be  hand-held,  but will be
installed in customers' vehicles and operate through an external antenna. To the
Company's  knowledge,  mobile  telephones  installed  in vehicles  have not been
associated with any health risks to users. Like many SMR operators,  the Company
also will sell and lease hand-held  "push-to-talk"  portable radios.  Because of
their  "push-to-talk"  or  "simplex"  configuration,  these  radios  do not have
constant power emissions like hand-held cellular telephones.  Although it is not
aware of any evidence of health risks  related to installed  radio  equipment or
simplex hand-held portable models, the Company

                                        8

<PAGE>



recognizes that the perception that health risks exists may adversely affect the
Company's ability to sell, rent, or service its hand-held portable models.

         REGULATION.  The licensing,  operation, and purchase of SMR systems are
regulated by the FCC. The Company  currently  holds FCC licenses as a commercial
mobile service  provider  carrier to use SMR radio channels and has entered into
management agreements with respect to other SMR stations.  Each of the Company's
licenses is subject to renewal, and there can be no assurance that licenses will
be renewed upon the expiration of their five-year term. Each license may also be
revoked  for cause.  In  addition,  there can be no  assurance  that  management
arrangements, such as those by which the Company intends to operate a large part
of  its  planned  system,  will  continue  to  be  consistent  with  FCC  rules,
regulations,  and policies,  or that the Company's  management  agreements  will
continue in force.  Future  changes in regulation or  legislation  affecting SMR
service or the  allocation  by the FCC or Congress of  additional  spectrum  for
services  that compete with SMR service  could  adversely  affect the  Company's
business.


                                             SELLING SECURITY HOLDERS

         The shares of Common Stock are not being offered for the account of the
Company, but rather on behalf of the following Selling Security Holders:


<TABLE>
<CAPTION>
                                                        NUMBER OF                                     PERCENTAGE OF
                                                        SHARES OF                                      COMMON STOCK
                                                      COMMON STOCK                                     TO BE OWNED
                             RELATIONSHIP TO         OWNED PRIOR TO             NUMBER OF            AFTER COMPLETION
NAME                             COMPANY                OFFERING             SHARES OFFERED          OF OFFERING (1)<F1>
<S>                        <C>                          <C>                   <C>                          <C> 
Donald G. Mack              President, Chief            2,545,440             2,200,000 (2)<F2>            0.8%
                                Executive
                             Officer, Acting
                             Chief Financial
                           Officer, Director,
                              and principal
                               shareholder
Clifford Perlman             Chairman of the            1,986,449             1,300,000 (2)<F2>            1.5%
                                Board of
                                Directors
Robert Clauson                Secretary and              369,821                 333,333                   0.1%
                                Director
Mitchell Chi                 Chief Operating             184,821                 184,821                    --
                               Officer and
                                Director
Gordon E.                      Consultant                62,500                  62,500                     --
Beckstead
Associates, Inc.

<FN>
<F1>
(1)      Based on 45,871,513 shares outstanding as of October 4, 1996.


                                        9

<PAGE>


<F2>
(2)      During  any  three-month  period,  sales by  Messrs.  Mack and  Perlman
         individually  shall not exceed the greater of (i) one  percent  (1%) of
         the  outstanding  shares of  Common  Stock or (ii) the  average  weekly
         reported volume of trading in the Common Stock reported through the OTC
         Bulletin Board during the four calendar weeks preceding the sale.
</FN>
</TABLE>

                              PLAN OF DISTRIBUTION

         The Company is paying certain of the expenses of registering the shares
of Common  Stock  under the  Securities  Act,  estimated  to be  $10,000  in the
aggregate,  consisting of all costs incurred in connection  with the preparation
of the registration  statement.  In addition,  the Selling Security Holders will
pay or  assume  accounting  expenses,  brokerage  commissions,  or  underwriting
discounts incurred in the sale of their securities, which expenses, commissions,
or discounts are not being paid or assumed by the Company.

         The  Selling  Security  Holders  intend to sell their  shares of Common
Stock   directly,   through   agents,   dealers,   or   underwriters,   in   the
over-the-counter  market,  or otherwise,  on terms and  conditions and at prices
determined at the time of sale by the Selling Security Holders or as a result of
private negotiations between buyer and seller. Expenses of any such sale will be
borne by the parties as they may agree.


                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Section  53-11-4.1  of the  New  Mexico  Business  Corporation  Act and
Article  7.05 of the  Company's  Bylaws  permit  the  Company to  indemnify  any
director, officer, former director or officer, and certain other persons against
expenses  in  defense  of a suit to which  they are  parties  by  reason of such
office,  unless they are adjudged in such suit negligent or guilty of misconduct
in the performance of their duties. By statute,  indemnification is permitted so
long as the officer or director  acted in good faith,  reasonably  believed that
his or her  conduct  was in the  corporation's  best  interests  or at least not
opposed to the  corporation's  best  interests,  and had no reasonable  cause to
believe that his or her conduct was unlawful.  Indemnification  is not permitted
by statute in connection with a proceeding charging that the officer or director
derived an improper  personal  benefit,  whether or not  involving  action in an
official  capacity,  in which  proceeding  the officer or director  was adjudged
liable on the basis that he or she derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                       10

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement:

         (a)      Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended June 30, 1995,  filed  pursuant to Section  13(a) of the
                  Securities Exchange Act of 1934, as amended; and

         (b)      Registrant's  quarterly  reports  on Form 10-Q for the  fiscal
                  quarters  ended  September  30, 1995,  December 31, 1995,  and
                  March 31, 1996; Registrant's Current Reports on Form 8-K dated
                  May 10, 1995,  August 25, 1995,  December 15, 1995, and August
                  14,  1996;  and  all  other  reports,  if  any,  filed  by the
                  Registrant   pursuant  to  Section  13(a)  of  the  Securities
                  Exchange  Act of 1934 since the end of the  fiscal  year ended
                  June 30, 1995.

         (c)      The description of Registrant's Class A Common Stock contained
                  in the Registration  Statement on Form 8-A declared  effective
                  by the  Commission  on July 8, 1984  under  Section  12 of the
                  Securities  Exchange Act of 1934,  including  any amendment or
                  report filed for the purpose of updating such description.

         All  documents  filed by the  registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not  applicable;  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         New Mexico  corporate law and Article 7.05 of the  Registrant's  Bylaws
permit the  Registrant to indemnify any director,  officer,  former  director or
officer,  and certain  other  persons  against  expenses in defense of a suit to
which they are parties by reason of such  office,  unless  they are  adjudged in
such suit negligent or guilty of misconduct in the performance of their duties.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         The Company issued a total of 4,080,654  shares of Common Stock in lieu
of cash  compensation to certain of its officers,  directors,  and  consultants.
With  respect  to the  issuance  of these  shares,  the  Company  relied  on the
provisions of Section 4(2) of the Securities Act of 1933, as

                                      II-1

<PAGE>



amended,  in that such  transactions did not involve any public offering and the
officers,  directors,  and  consultants  had  sufficient  information  about the
Company.

ITEM 8.           EXHIBITS.

<TABLE>
<CAPTION>
     EXHIBIT                                                                                          CONSECUTIVE
      NUMBER                                           EXHIBIT                                        PAGE NUMBER
       <S>          <C>                                                                                   <C>
       4.1          Articles of Incorporation, as amended (filed as an exhibit to the                     N/A
                    Registrant's Registration Statement on Form S-1, No. 82-88530,
                    dated December 20, 1983, and incorporated herein by refer-
                    ence)
       4.2          Bylaws (filed as an exhibit to the Registrant's Registration                          N/A
                    Statement on Form S-1, No. 82-88530, dated December 20,
                    1983, and incorporated herein by reference)
       4.3          Employment Contract by and between Nattem USA, Inc. And                               N/A
                    Clifford S. Perlman dated May 10, 1995 (filed as an exhibit to
                    the Registrant's Annual Report on Form 10-KSB for the fiscal
                    year ended June 30, 1995, and incorporated herein by
                    reference)
       4.4          Employment Agreement with Donald G. Mack dated December                               N/A
                    25, 1995 (filed as an exhibit to the Registrant's Annual Report
                    on Form 10-KSB for the fiscal year ended June 30, 1995, and
                    incorporated herein by reference)
       4.5          Employment Agreement with Robert Clauson dated May 10,                                N/A
                    1996 (filed as an exhibit to the Registrant's Annual Report on
                    Form 10-KSB for the fiscal year ended June 30, 1995, and
                    incorporated herein by reference)
       4.6          Employment Agreement with Mitchell B. Chi dated June 14,                              N/A
                    1996 (filed as an exhibit to the Registrant's Annual Report on
                    Form 10-KSB for the fiscal year ended June 30, 1995, and
                    incorporated herein by reference)
       4.7          Consulting Agreement with Gordon E. Beckstead Associates,                             ___
                    Inc. dated October 4, 1996
       5.1          Opinion Regarding Legality                                                            ___
       23.1         Consent of Causey Demgen & Moore Inc.                                                 ___
       23.2         Consent of Fay M. Matsukage (included in Exhibit 5.1)                                 N/A

</TABLE>

ITEM 9.           UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
         the Securities Act of 1933;

                                      II-2

<PAGE>



                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      II-3

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Aurora, State of Colorado, on October 4,1996.

                                               COMTEC INTERNATIONAL, INC.



                                                By:/s/Donald G. Mack
                                                     Donald G. Mack, President


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


                          Chairman of the Board of
/s/ Clifford S. Perlman    Directors                        October 4, 1996
Clifford S. Perlman                                         Date

                          President, Chief Executive
                           Officer, Acting Chief Financial
/s/ Donald G. Mack         Officer, and Director            October 4, 1996
Donald G. Mack                                              Date



/s/ Robert Clauson        Secretary and Director            October 4, 1996
Robert Clauson                                              Date



/s/ Thomas Moscariello    Director                          October 4, 1996
Thomas Moscariello                                          Date



/s/ Mitchell B. Chi       Director                          October 4, 1996
Mitchell B. Chi                                             Date




1:forms-8

                                      II-4

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 52566}]
{"company-data": {"conformed-name": "COMTEC INTERNATIONAL INC", "cik": "0000729443", "assigned-sic": "3861", "irs-number": "752456757", "state-of-incorporation": "NM", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13493", "film-number": "96639627"}, "business-address": {"street1": "10855 E BETHANY DR", "street2": "STE 1901", "city": "AURORA", "state": "CO", "zip": "80014", "phone": "3037437983"}, "mail-address": {"street1": "10855 E BETHANY DRIVE", "city": "AURORA", "state": "CO", "zip": "80014"}, "former-company": {"former-conformed-name": "NATTEM USA INC", "date-changed": "19940406"}}
As filed with the Securities and Exchange Commission on October 4, 1996
                                                  Registration No. ____________
--------------------------------------------------------------------------------

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                           COMTEC INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

       NEW MEXICO                                                72-2456757
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                 10855 E. BETHANY DRIVE, AURORA, COLORADO 80014
               (Address of Principal Executive Offices) (Zip Code)

         EMPLOYMENT CONTRACT WITH CLIFFORD S. PERLMAN DATED MAY 10, 1995
        EMPLOYMENT AGREEMENT WITH DONALD G. MACK DATED DECEMBER 25, 1995
           EMPLOYMENT AGREEMENT WITH ROBERT CLAUSON DATED MAY 10, 1996
          EMPLOYMENT AGREEMENT WITH MITCHELL B. CHI DATED JUNE 14, 1996
         CONSULTING AGREEMENT WITH GORDON E. BECKSTEAD ASSOCIATES, INC.
                              DATED OCTOBER 4, 1996
                            (Full title of the plan)

                            DONALD G. MACK, PRESIDENT
                           COMTEC INTERNATIONAL, INC.
                             10855 E. BETHANY DRIVE
                             AURORA, COLORADO 80014
                     (Name and address of agent for service)

                                 (303) 743-7983
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:
                         LAW OFFICES OF FAY M. MATSUKAGE
                           STANFORD PLACE 3, SUITE 201
                        4582 SOUTH ULSTER STREET PARKWAY
                             DENVER, COLORADO 80237
                                 (303) 721-9495

Exhibit index on consecutive page _____             Consecutive page 1 of _____
CALCULATION OF REGISTRATION FEE
PROPOSED
                                                        PROPOSED                 MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO BE            MAXIMUM OFFER-         AGGREGATE OFFER-           AMOUNT OF
   TO BE REGISTERED            REGISTERED          ING PRICE PER UNIT           ING PRICE            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Shares of                       4,080,654               $.9375(1)
$3,825,613.10             $1,159.28
Common Stock,
$.001 par value,
under
Employment and
Consulting
Agreements
-----------------------  ----------------------- ----------------------- -----------------------  ----------------------
(1)      Calculated based on Rule 457(h).  Average of the closing bid and asked prices as of October
         3, 1996.
PROSPECTUS

                           COMTEC INTERNATIONAL, INC.

                                  COMMON STOCK

                       4,080,654 SHARES OFFERED FOR RESALE

         This  Prospectus  covers  4,080,654  shares  of Common  Stock  owned by
certain shareholders. ComTec International,  Inc., a New Mexico corporation (the
"Company")  will not receive any  proceeds  from the sale of these  shares.  The
holders of these shares intend to sell their shares  directly,  through  agents,
dealers,  or  underwriters,  in the public  market,  or otherwise,  on terms and
conditions  determined  at the time of sale by such  holders  or as a result  of
private negotiation between buyer and seller.  Expenses of any such sale will be
borne by the parties as they may agree. See "Selling Security Holders."

         THESE  SECURITIES  ARE  SPECULATIVE,  INVOLVE A HIGH DEGREE OF RISK AND
IMMEDIATE  SUBSTANTIAL DILUTION AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT
AFFORD THE LOSS OF HIS ENTIRE INVESTMENT. SEE "RISK FACTORS" AND "DILUTION."

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 4, 1996.
AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission"),  Washington, D.C., a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
securities offered by this Prospectus.  This Prospectus does not contain all the
information set forth in the Registration Statement,  certain items of which are
contained in schedules and exhibits to the Registration  Statement, as permitted
by the rules and regulations of the Commission.

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance  therewith files reports and other  information  with the Commission.
Such reports and other  information  can be  inspected  and copied at the public
reference  facilities  maintained  by the  Commission  at Room  1024,  450 Fifth
Street,  N.W.,  Washington,  D.C.  20549;  500 W.  Madison  Street,  Suite 1400,
Chicago,  Illinois  60661;  and 7 World Trade Center,  Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section of the Commission,  Room 1024, 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

         The Commission  maintains a Web site that contains  reports,  proxy and
information statements, and other information regarding the Company, which files
electronically   with  the   Commission.   The  address  of  this  Web  site  is
"http://www.sec.gov."

NO PERSON HAS BEEN  AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH  THE  OFFER  MADE  HEREBY,  AND,  IF GIVEN OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON AS  HAVING  BEEN  AUTHORIZED  BY THE
COMPANY.  THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH
AN OFFER OR  SOLICITATION  IS NOT  AUTHORIZED BY THE LAWS  THEREOF.  NEITHER THE
DELIVERY  OF THIS  PROSPECTUS  NOR ANY  SALES  MADE  HEREUNDER  SHALL  UNDER ANY
CIRCUMSTANCES  CREATE  ANY  IMPLICATION  THAT  THERE  HAS BEEN NO  CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

         Statements  and  descriptions  herein  concerning  agreements  or other
documents  filed as exhibits to the  registration  statement filed in connection
with  this  Prospectus  are  necessarily  summaries  of such  documents  and are
qualified in their  entirety by reference to the complete text of the applicable
document  filed  with  the  Commission,  which  text  is  incorporated  in  this
Prospectus by references to such agreements or documents.

                                        2
TABLE OF CONTENTS

                                                                        Page
INCORPORATION OF CERTAIN INFORMATION 
      BY REFERENCE........................................................3

RISK FACTORS..............................................................4

SELLING SECURITY HOLDERS..................................................9

PLAN OF DISTRIBUTION.....................................................10

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...........................10

                      INCORPORATION OF CERTAIN INFORMATION
                                  BY REFERENCE

         There are  incorporated  in this  Prospectus by reference the following
documents which have been filed with the Commission:

         (a)      Company's Annual Report on Form 10-K for the fiscal year ended
                  June 30, 1995, filed pursuant to Section 13(a) of the Exchange
                  Act; and

         (b)      Company's  quarterly  reports  on Form  10-Q  for  the  fiscal
                  quarters  ended  September  30, 1995,  December 31, 1995,  and
                  March 31, 1996;  Company's  Current  Reports on Form 8-K dated
                  May 10, 1995 and August 14, 1996;  and all other  reports,  if
                  any,  filed by the Company  pursuant  to Section  13(a) of the
                  Exchange  Act since the end of the fiscal  year ended June 30,
                  1995.

         (c)      The description of Company's Class A Common Stock contained in
                  the Registration  Statement on Form 8-A declared  effective by
                  the  Commission  on  July  8,  1984  under  Section  12 of the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the termination
of the offering of the shares offered hereby, shall be deemed to be incorporated
by reference in this  Prospectus and to be a part hereof from the date of filing
of such documents.

         Documents  incorporated  by reference  herein may be obtained,  without
charge, upon written or oral request to:

                           ComTec International, Inc.
                             10855 E. Bethany Drive
                             Aurora, Colorado 80014
                                 (303) 743-7983
                         Attention: Corporate Secretary

                                        3
RISK FACTORS

         The  purchase of the shares  offered  hereby  involves a high degree of
risk.  Prospective  investors should carefully  consider the following  factors,
among others set forth in this Prospectus,  before making a decision to purchase
the shares.

RISK FACTORS RELATING TO THE COMPANY

         LIMITED  CAPITALIZATION  AND LACK OF WORKING  CAPITAL.  The Company has
limited  capitalization and is dependent upon the proceeds of private and public
offerings to continue as a going  concern,  implementing  its business plan, and
completing its targeted  acquisitions.  As of June 30, 1995, the audited results
of the Company  indicated  assets of $2,217,370 and negative  working capital of
$1,289,272.  Subsequent  to fiscal year end June 30, 1995 and by March 31, 1996,
the  Company's  assets have  increased  to  $2,608,069  and its working  capital
decreased  to a negative  $1,528,004.  Included in the March 31, 1996  financial
statements  and  recorded  as an  offset  to  stockholders'  equity  is a  media
advertising  contract in the amount of  $1,950,000  of which  $1,300,00 has been
prepaid by the Company.

         Although the Company will endeavor to finance its working capital needs
through  additional  debt or equity  financing,  there is no assurance that this
financing can be obtained on terms acceptable to the Company.  In addition,  any
debt financing may require the Company to mortgage,  pledge,  or hypothecate its
assets.  Furthermore,  as of June 30, 1995, the Company was in default  covering
certain notes payable to related  parties and  short-term  notes and there is no
guarantee  that even if the future debt or equity  financing  is secured  future
defaults can or will be cured.  Subsequent  to June 30, 1995,  notes  payable to
related parties in the amount of $130,973,  which were in default as of June 30,
1995,  have been  authorized  by the Board of  Directors  to be paid through the
issuance of the Company's  Common  Stock.  In the case of other notes payable to
related  parties in the amount of $39,500,  which were in default as of June 30,
1995,  the Board of Directors  authorized an offset  against a former  officer's
breach of a  non-disclosure/non-circumvention  agreement. As of the date of this
Prospectus,  $17,500 of  short-term  notes  payable  which were  reported  as in
default as of June 30, 1995 have been paid and $35,000 of  short-term  notes are
in dispute via a legal counterclaim against several companies and individuals.

         All during 1995 and to the date of this Prospectus, the Company has had
and continues to have a substantial  need for working capital to cure prior loan
defaults,  close  various  acquisitions,   and  for  normal  operating  expenses
associated  with the  Company  continuing  as a going  concern.  The  Company is
currently in discussions  with one or more companies for a private and/or public
debt and equity financing package(s).

         NEW  BUSINESS  VENTURE.  Although  management  of the  Company  has had
extensive  experience in the  communications  industry,  the Company  itself has
recently been  restructured  and has only a limited  history of operations.  The
Company  first  began  generating  revenues  in  July  1995 as a  result  of the
acquisition of John Sandy  Productions Inc. The Company has not yet realized any
operating  profits and does not anticipate  any operating  profits for twelve to
eighteen months, predominantly as a result of the significant acquisition costs,
construction  buildout  costs of SMR,  and the cost of switching  and  satellite
uplinking  communications  equipment.  It can be expected that future  operating
results will continue to be subject to many of the problems,  expenses,  delays,
and risks inherent in the  establishment of a new business  enterprise,  many of
which the Company has no control. There can be no assurance, therefore, that the
Company will be able to achieve or sustain profitability in future periods. Even
if the Company's operations  eventually prove to be marginally  profitable,  the
value of the  Company's  Common Stock,  and the  potential  return to investors,
could be substantially diminished. Consequently, an investment in the Company is
highly speculative and no assurance can be given that

                                        4
purchasers of the shares of Common Stock offered  hereby will realize any return
on their  investment or that purchasers  will not lose their entire  investment.
The Company was  restructured  on May 10, 1995 as a result of an  acquisition of
all of the assets of Keystone  Holding  Corp.  And  therefore  has very  limited
operating  history  and  revenues.  Activities  to date  have  been  limited  to
acquiring John Sandy  Productions Inc., a Colorado  corporation  engaged in film
and video  production  and  broadcast  of live and  taped  sporting  events;  an
Acquisition  Agreement to acquire Commercial  Communications  Inc., an operating
SMR corporation  located in Wyoming;  four Acquisition  Agreements to acquire an
interest  in over 4,700 SMR  channels  and  related  technology;  organizational
efforts; and obtaining initial financing.  The Company must be considered in its
early phase of development  embarking upon a new venture.  Prospective investors
should be aware of the  difficulties  encountered  by such  enterprises,  as the
Company faces all the risks inherent in any new business,  including the limited
operating  history and  intense  competition  present in the  telecommunications
industry.  The  likelihood of success of the Company must be considered in light
of such problems, expenses, and delays frequently encountered in connection with
the  operation of a new business and the  competitive  environment  in which the
Company will be operating.

         GENERAL  RISKS OF  BUSINESS;  NO  INDEPENDENT  MARKETING  STUDIES.  The
Company  has  formulated  its  business  plans and  strategies  based on certain
assumptions  of the  Company's  management  regarding the size of the market for
wireless  communications  services  (which the Company plans to offer in certain
key markets within the United States),  the Company's  anticipated  share of the
market,  and the estimated prices for and acceptance of the Company's  services.
Although these assumptions are based on the best estimates of management,  there
can be no  assurance  that  these  assessments  will  prove  to be  correct.  No
independent  marketing  studies  have been  conducted  on behalf of or otherwise
obtained by the Company, nor are any such studies planned.

         DEPENDENCE  ON  KEY  PERSONNEL.  The  Company's  success  depends  to a
significant  extent upon the continued  service,  efforts,  and expertise of its
senior management,  Messrs. Perlman, Mack, Chi, Clauson, and Moscariello. One of
the Company's subsidiaries is entirely dependent upon the management efforts and
expertise  of Mr.  Santucci.  The Company  depends  heavily  upon the skills and
contacts of Messrs.  Mack and Chi in acquiring  operating  companies and related
technologies,  SMR  channels,  and SMR  operators,  along with their  ability to
evaluate, acquire, and maintain Company assets. The Company also depends heavily
upon  the  expertise  of Mr.  Santucci  as it  relates  to all  film  and  video
production,  as well as live and taped broadcast  services and its endeavor into
interactive  games and Internet  applications.  The Company also depends heavily
upon the skills of Mr. Clauson and Mr.  Moscariello in the administration of the
Company's  business  combined with their knowledge and expertise in handling all
sales and  marketing  efforts,  project  cost  analysis,  and  coordination  and
comparison of pricing to industry competitors.  A loss of the services of any of
these individuals could adversely affect the conduct of the Company's  business.
In such event, the Company would be required to obtain other personnel to manage
and operate the Company, and there can be no assurance that the Company would be
able to employ a suitable replacement for either of such individuals,  or that a
replacement  could be hired on terms which are  favorable  to the  Company.  The
Company  currently  maintains  no key man  insurance  on the lives of any of its
officers or directors.

         INTENSE    COMPETITION.    There   are    numerous    nationally    and
internationally-known corporations and entities which are engaged in the type of
business  proposed  to be  engaged  in by the  Company.  Competition  for  asset
acquisitions,  management,  and  customer  base  in the  telecommunications  and
wireless  communications  industries is intense.  Most of these competitors have
substantially  greater  financial  and  personnel  resources  than the  Company.
Accordingly,  the Company will be at a  competitive  disadvantage  vis-a-vis its
competitors.

         LACK OF  DIVIDENDS.  The  Company has paid no  dividends  on its Common
Stock to date,  and  there  are no plans to pay any in the  foreseeable  future.
Initial earnings which the Company may

                                        5
realize,  if any, will be retained to finance growth of the Company.  Any future
dividends,  of which there can be no assurance,  will be directly dependent upon
the earnings of the Company, its financial requirements, and other factors.

         POSSIBLE  RULE  144  SALES  AND  MARKET  OVERHANG.  A  majority  of the
Company's   presently   outstanding  shares  of  Common  Stock  are  "restricted
securities"  within the meaning of the  Securities Act and may hereafter be sold
in compliance with Rule 144  promulgated  thereunder.  Rule 144 provides,  among
other  things,  and  subject  to  certain  limitations,  that a  person  holding
restricted  securities  for period of two years may sell,  every  three  months,
those  securities  in  brokerage  transactions  in an amount  equal to 1% of the
Company's  outstanding  Common Stock or the average weekly trading volume during
the four weeks preceding the sale,  whichever amount is greater.  Possible sales
of the Company's  Common Stock  pursuant to Rule 144 may, in the future,  have a
depressive  effect on the price of the Company's  Common Stock,  should a market
develop.

         PREFERRED  STOCK  AUTHORIZED.  The  Articles  of  Incorporation  of the
Company  authorize  the issuance of a maximum of  5,000,000  shares of Preferred
Stock of which  1,000,000  shares have been designated by the Company's Board of
Directors  as Series A $1.00  Stated  Value  Convertible  Preferred,  non-voting
shares,  convertible at $10.00 per share;  1,500,000 shares have been designated
as  Series  B $5.00  Stated  Value  Convertible  Preferred,  non-voting  shares,
convertible  at the rate of one  share of the  Company's  Common  Stock for each
share of Series B Preferred  Stock; and 1,500,000 shares have been designated as
Series  C  $10.00  Stated  Value  Convertible   Preferred,   non-voting  shares,
convertible at $10.00 per share.  Although no Preferred Stock has been issued or
is  outstanding as of the date of this  Prospectus,  420,000 Series A shares are
authorized to be issued in connection with the purchase of certain real property
by the Company and the  potential  exists that  additional  shares of  Preferred
Stock may be issued or  designated  at the option of the  Company to acquire SMR
properties,   satisfy  corporate   obligations,   finance  growth,  and  further
capitalize the Company.  Other than the Company's  current  private  offering of
Series B Preferred Stock and that which is disclosed herein, there is no current
plan to issue  any  additional  shares  of  Preferred  Stock in the  foreseeable
future.  The  terms  of a  series  of  Preferred  Stock  could  operate  to  the
significant  disadvantage of holders of outstanding Common Stock. Such terms can
include, among others, preferences as to voting, dividends, and distributions on
liquidation.  Moreover, the issuance of Preferred Stock in certain circumstances
could have the effect of delaying,  deterring, or preventing a change in control
of the Company.

         GOVERNMENT REGULATION.  The telecommunications  industry, SMR industry,
and the wireless  communications  industry are  currently  subject to government
regulations as specified by the Federal  Communications  Commission  ("FCC") and
the  Communications  Act of 1934.  The  Company  intends  to  comply  with  such
regulations as required.

RISK FACTORS RELATING TO THE OFFERING

         SECURITIES OFFERED BY SELLING SECURITY HOLDERS.  The Common Stock being
offered hereby are owned by the Selling Security  Holders.  The Company will not
receive  any  proceeds  from the sale of Common  Stock by the  Selling  Security
Holders.

         ARBITRARY  OFFERING PRICE. The Selling Security Holders have determined
the  initial  offering  price of  their  shares.  The  offering  price  does not
necessarily  have any relationship to the value of the Company or its underlying
assets, and should not be considered as an indication of the actual value of the
Company's Common Stock.

         POSSIBLE   VOLATILITY   OF  STOCK  PRICES;   PENNY  STOCK  RULES.   The
over-the-counter  markets for  securities  such as the  Company's  Common  Stock
historically  have  experienced  extreme  price and volume  fluctuations  during
certain periods. These broad market fluctuations and other factors, such

                                        6
as new service and product developments and trends in the Company's industry and
the investment markets generally,  as well as economic  conditions and quarterly
variations  in the Company's  results of  operations,  may adversely  affect the
market price of the Company's Common Stock. The Company's Common Stock is quoted
on the OTC Bulletin Board.  If the Company's  Common Stock is not eligible to be
included on NASDAQ for  quotation,  the Common Stock is subject to rules adopted
by  the  Commission  regulating   broker-dealer  practices  in  connection  with
transactions  in "penny  stocks." Penny stocks  generally are equity  securities
with a price of less than $5.00  (other than  securities  registered  on certain
national securities  exchanges or quoted on NASDAQ,  provided that current price
and volume  information  with  respect to  transactions  in such  securities  is
provided by the exchange or the NASDAQ  system).  Unless an  exemption  from the
definition of a "penny stock" is available, any broker engaging in a transaction
in the  Company's  Common Stock is required to provide any customer  with a risk
disclosure document,  disclosure of market conditions, if any, disclosure of the
compensation of the  broker-dealer  and its salesperson in the transaction,  and
monthly accounts showing the market values of the Company's Common Stock held in
the customer's account. The bid and offer quotation and compensation information
must be provided prior to effecting the transaction and must be contained on the
customer's  confirmation.  It may be anticipated that a number of brokers may be
unwilling to engage in transactions in the Company's Common Stock because of the
need to comply  with the "penny  stock"  rules.  Consequently,  these  rules may
affect the ability of broker-dealers  to sell the Company's  securities and also
may affect the ability of purchasers of the shares  offered hereby to sell their
shares in the secondary market.

RISK FACTORS RELATING TO THE WIRELESS COMMUNICATIONS INDUSTRY

         SMR ACQUISITION AND  IMPLEMENTATION  RISKS. The Company,  in connection
with the  proposed  transactions  discussed  herein,  is seeking to acquire  SMR
assets  in  certain  operating  territories,   and  may  in  the  future  pursue
acquisition  and  strategic   partnership   opportunities  in  these  and  other
geographic  markets.  In light of such  geographic  expansion,  the  Company may
continuously  reevaluate  its build out plans in order to ensure that it applies
its resources in the areas of greatest potential. There can be no assurance that
the Company  will  successfully  consummate  any of the  proposed  transactions,
future  acquisitions,  or  strategic  alliances or that it will not readjust its
priorities  such that the build  out of  certain  markets  may be  delayed.  The
successful implementation of the SMR systems will depend to a significant degree
upon the  Company's  ability to lease or acquire  sites for the  location of its
base station equipment.  The site selection process will require the negotiation
of lease or acquisition  terms for numerous  sites,  and will likely require the
Company to obtain zoning  variances or other  governmental  or local  regulatory
approvals,  and may required FCC and Federal Aviation Administration  approvals,
the  grant of  which  are  beyond  the  Company's  control.  Delays  in the site
selection process as well as construction delays and other risk factors referred
to in this section could adversely  affect the timing of the  implementation  of
the Company's SMR systems and SMR acquisitions.

         RISKS OF IMPLEMENTATION OF DIGITAL MOBILE NETWORKS.  A key component of
the Company's  business  strategy is to implement  Digital Mobile networks.  The
Company does not  anticipate  commencing a build out of a Digital Mobile network
in the  immediate  future.  Completion  of the build out in such  markets is not
anticipated  to occur for some time after the Company has obtained the necessary
capital for both the proposed  transactions and Digital equipment.  There can be
no  assurance  that the Company  will be able to  implement  its Digital  Mobile
networks in any of such markets in  accordance  with its current  implementation
plans and  financing  requirements,  or at all.  The  ability of the  Company to
implement Digital Mobile networks in the proposed operating territories on terms
and on a schedule acceptable to the Company may depend upon further negotiations
with  certain SMR  equipment  vendors and other  suppliers  for the  delivery of
infrastructure  equipment and services.  If the Company is not able to implement
its Digital  Mobile  networks,  the Company  will be unable to provide  services
competitive  with  those  of  other  wireless  service  providers,  which  would
significantly  limit future subscriber  growth.  There are currently several SMR
systems in commercial operation in the

                                        7
United States that utilize Digital technology for voice coding, compression, and
transmission using Motorola's  Integrated Radio System  technology,  although to
date call  quality  has not  generally  been well  received  commercially.  As a
result,  the extent of the potential demand for mobile  communications and other
services using the Company's  Digital Mobile  networks  cannot be estimated with
any degree of certainty.  In addition,  there can be no assurance  that existing
customers  will be willing to invest in new  subscriber  equipment  necessary to
transfer to its Digital  Mobile  systems.  The success of the Company's  Digital
Mobile service could also be affected by matters beyond its control, such as the
future cost of subscriber  equipment,  manufacturer delays,  system technical or
implementation  difficulties,  marketing and pricing  strategies of competitors,
general  economic  conditions,  and  changes in the  regulatory  environment  as
governed by the FCC and other governmental agencies.

         RISKS OF  DEVELOPING  TECHNOLOGY.  In  implementing  and  operating its
Digital  Mobile  networks,  the  Company  expects  to use a digital  compression
transmission  system  that  employs a  technology  known as  Frequency  and Time
Division Multiple Access ("F-TDMA") technology.  F-TDMA allows the splitting and
digital  encoding of a single  voice  channel to carry a number of voice or data
transmissions  simultaneously  over a  channel  that  previously  supported  one
conversation  at  a  time.  To a  limited  extent,  the  cellular  industry  has
successfully  utilized  three-times  Time  Division  Multiple  Access  ("TDMA").
Private Communications Network ("PCN") is an emerging technology designed to use
up to four-times  F-TDMA. PCN provides for a four-fold increase in capacity that
can be  implemented  in four  stages  by  employing  a  combination  of TDMA and
frequency  splitting  F-TDMA.  Moreover,  the new subscriber units to be used in
connection  with Digital  Mobile  networks are equipped  with more features than
existing mobile  communication units that have not yet been used on a commercial
basis.   Complications   associated  with  Digital  Mobile  technology  and  its
integration  into the Digital Mobile networks and new subscriber units may arise
during implementation of the Company's own Digital Mobile networks. If technical
difficulties  do occur,  the Company  cannot predict the effect this may have on
the implementation and operation of the Digital Mobile networks or on customers'
perceptions of its services.

         CHANGING  TECHNOLOGIES.  Cellular  and  SMR  operators,  including  the
Company, are currently evaluating or implementing new Digital Mobile technology.
Although  Digital Mobile  technology is more  expensive than analog  technology,
Digital Mobile technology will increase the capacity of existing analog channels
and SMR systems and may have certain performance advantages (e.g., audio quality
and security) over the analog technology  currently used by the Company.  If the
Company's  competitors in any market implement Digital Mobile  technology,  they
may be able to  offer  better  quality  transmissions  and  have  more  customer
capacity than the Company in that market at that time. While the Company intends
to implement  Digital Mobile technology in the future and as it deems necessary,
there can be no assurance that this technology will be successfully implemented.
In addition,  there can be no assurance  that the Company's  existing  customers
will be  willing to  purchase  new  subscriber  equipment  necessary  to utilize
Digital  Mobile  technology  even if  implemented.  The  Company  may also  face
competition  from  providers  of  technologies  and services  introduced  in the
future, such a personal communications services and satellite SMR systems.

         UNASCERTAINABLE  MEDICAL RISKS.  Recent news reports have speculated on
possible  medical risks  associated  with the use of hand-held  cellular  mobile
telephones.  The  Company  anticipates  that  initially a majority of the mobile
radios  leased  and  sold by the  Company  will  not be  hand-held,  but will be
installed in customers' vehicles and operate through an external antenna. To the
Company's  knowledge,  mobile  telephones  installed  in vehicles  have not been
associated with any health risks to users. Like many SMR operators,  the Company
also will sell and lease hand-held  "push-to-talk"  portable radios.  Because of
their  "push-to-talk"  or  "simplex"  configuration,  these  radios  do not have
constant power emissions like hand-held cellular telephones.  Although it is not
aware of any evidence of health risks  related to installed  radio  equipment or
simplex hand-held portable models, the Company

                                        8
recognizes that the perception that health risks exists may adversely affect the
Company's ability to sell, rent, or service its hand-held portable models.

         REGULATION.  The licensing,  operation, and purchase of SMR systems are
regulated by the FCC. The Company  currently  holds FCC licenses as a commercial
mobile service  provider  carrier to use SMR radio channels and has entered into
management agreements with respect to other SMR stations.  Each of the Company's
licenses is subject to renewal, and there can be no assurance that licenses will
be renewed upon the expiration of their five-year term. Each license may also be
revoked  for cause.  In  addition,  there can be no  assurance  that  management
arrangements, such as those by which the Company intends to operate a large part
of  its  planned  system,  will  continue  to  be  consistent  with  FCC  rules,
regulations,  and policies,  or that the Company's  management  agreements  will
continue in force.  Future  changes in regulation or  legislation  affecting SMR
service or the  allocation  by the FCC or Congress of  additional  spectrum  for
services  that compete with SMR service  could  adversely  affect the  Company's
business.

                                             SELLING SECURITY HOLDERS

         The shares of Common Stock are not being offered for the account of the
Company, but rather on behalf of the following Selling Security Holders:
NUMBER OF                                     PERCENTAGE OF
                                                        SHARES OF                                      COMMON STOCK
                                                      COMMON STOCK                                     TO BE OWNED
                             RELATIONSHIP TO         OWNED PRIOR TO             NUMBER OF            AFTER COMPLETION
NAME                             COMPANY                OFFERING             SHARES OFFERED          OF OFFERING (1)
Donald G. Mack              President, Chief            2,545,440             2,200,000 (2)
0.8%
                                Executive
                             Officer, Acting
                             Chief Financial
                           Officer, Director,
                              and principal
                               shareholder
Clifford Perlman             Chairman of the            1,986,449             1,300,000 (2)
1.5%
                                Board of
                                Directors
Robert Clauson                Secretary and              369,821                 333,333                   0.1%
                                Director
Mitchell Chi                 Chief Operating             184,821                 184,821                    --
                               Officer and
                                Director
Gordon E.                      Consultant                62,500                  62,500                     --
Beckstead
Associates, Inc.
(1)      Based on 45,871,513 shares outstanding as of October 4, 1996.

                                        9
(2)      During  any  three-month  period,  sales by  Messrs.  Mack and  Perlman
         individually  shall not exceed the greater of (i) one  percent  (1%) of
         the  outstanding  shares of  Common  Stock or (ii) the  average  weekly
         reported volume of trading in the Common Stock reported through the OTC
         Bulletin Board during the four calendar weeks preceding the sale.
PLAN OF DISTRIBUTION

         The Company is paying certain of the expenses of registering the shares
of Common  Stock  under the  Securities  Act,  estimated  to be  $10,000  in the
aggregate,  consisting of all costs incurred in connection  with the preparation
of the registration  statement.  In addition,  the Selling Security Holders will
pay or  assume  accounting  expenses,  brokerage  commissions,  or  underwriting
discounts incurred in the sale of their securities, which expenses, commissions,
or discounts are not being paid or assumed by the Company.

         The  Selling  Security  Holders  intend to sell their  shares of Common
Stock   directly,   through   agents,   dealers,   or   underwriters,   in   the
over-the-counter  market,  or otherwise,  on terms and  conditions and at prices
determined at the time of sale by the Selling Security Holders or as a result of
private negotiations between buyer and seller. Expenses of any such sale will be
borne by the parties as they may agree.

                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Section  53-11-4.1  of the  New  Mexico  Business  Corporation  Act and
Article  7.05 of the  Company's  Bylaws  permit  the  Company to  indemnify  any
director, officer, former director or officer, and certain other persons against
expenses  in  defense  of a suit to which  they are  parties  by  reason of such
office,  unless they are adjudged in such suit negligent or guilty of misconduct
in the performance of their duties. By statute,  indemnification is permitted so
long as the officer or director  acted in good faith,  reasonably  believed that
his or her  conduct  was in the  corporation's  best  interests  or at least not
opposed to the  corporation's  best  interests,  and had no reasonable  cause to
believe that his or her conduct was unlawful.  Indemnification  is not permitted
by statute in connection with a proceeding charging that the officer or director
derived an improper  personal  benefit,  whether or not  involving  action in an
official  capacity,  in which  proceeding  the officer or director  was adjudged
liable on the basis that he or she derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement:

         (a)      Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended June 30, 1995,  filed  pursuant to Section  13(a) of the
                  Securities Exchange Act of 1934, as amended; and

         (b)      Registrant's  quarterly  reports  on Form 10-Q for the  fiscal
                  quarters  ended  September  30, 1995,  December 31, 1995,  and
                  March 31, 1996; Registrant's Current Reports on Form 8-K dated
                  May 10, 1995,  August 25, 1995,  December 15, 1995, and August
                  14,  1996;  and  all  other  reports,  if  any,  filed  by the
                  Registrant   pursuant  to  Section  13(a)  of  the  Securities
                  Exchange  Act of 1934 since the end of the  fiscal  year ended
                  June 30, 1995.

         (c)      The description of Registrant's Class A Common Stock contained
                  in the Registration  Statement on Form 8-A declared  effective
                  by the  Commission  on July 8, 1984  under  Section  12 of the
                  Securities  Exchange Act of 1934,  including  any amendment or
                  report filed for the purpose of updating such description.

         All  documents  filed by the  registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not  applicable;  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         New Mexico  corporate law and Article 7.05 of the  Registrant's  Bylaws
permit the  Registrant to indemnify any director,  officer,  former  director or
officer,  and certain  other  persons  against  expenses in defense of a suit to
which they are parties by reason of such  office,  unless  they are  adjudged in
such suit negligent or guilty of misconduct in the performance of their duties.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         The Company issued a total of 4,080,654  shares of Common Stock in lieu
of cash  compensation to certain of its officers,  directors,  and  consultants.
With  respect  to the  issuance  of these  shares,  the  Company  relied  on the
provisions of Section 4(2) of the Securities Act of 1933, as

                                      II-1
amended,  in that such  transactions did not involve any public offering and the
officers,  directors,  and  consultants  had  sufficient  information  about the
Company.

ITEM 8.           EXHIBITS.
EXHIBIT                                                                                          CONSECUTIVE
      NUMBER                                           EXHIBIT                                        PAGE NUMBER
4.1          Articles of Incorporation, as amended (filed as an exhibit to the                     N/A
                    Registrant's Registration Statement on Form S-1, No. 82-88530,
                    dated December 20, 1983, and incorporated herein by refer-
                    ence)
       4.2          Bylaws (filed as an exhibit to the Registrant's Registration                          N/A
                    Statement on Form S-1, No. 82-88530, dated December 20,
                    1983, and incorporated herein by reference)
       4.3          Employment Contract by and between Nattem USA, Inc. And                               N/A
                    Clifford S. Perlman dated May 10, 1995 (filed as an exhibit to
                    the Registrant's Annual Report on Form 10-KSB for the fiscal
                    year ended June 30, 1995, and incorporated herein by
                    reference)
       4.4          Employment Agreement with Donald G. Mack dated December                               N/A
                    25, 1995 (filed as an exhibit to the Registrant's Annual Report
                    on Form 10-KSB for the fiscal year ended June 30, 1995, and
                    incorporated herein by reference)
       4.5          Employment Agreement with Robert Clauson dated May 10,                                N/A
                    1996 (filed as an exhibit to the Registrant's Annual Report on
                    Form 10-KSB for the fiscal year ended June 30, 1995, and
                    incorporated herein by reference)
       4.6          Employment Agreement with Mitchell B. Chi dated June 14,                              N/A
                    1996 (filed as an exhibit to the Registrant's Annual Report on
                    Form 10-KSB for the fiscal year ended June 30, 1995, and
                    incorporated herein by reference)
       4.7          Consulting Agreement with Gordon E. Beckstead Associates,                             ___
                    Inc. dated October 4, 1996
       5.1          Opinion Regarding Legality                                                            ___
       23.1         Consent of Causey Demgen & Moore Inc.                                                 ___
       23.2         Consent of Fay M. Matsukage (included in Exhibit 5.1)                                 N/A
ITEM 9.           UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
         the Securities Act of 1933;

                                      II-2
(ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Aurora, State of Colorado, on October 4,1996.

                                               COMTEC INTERNATIONAL, INC.

                                                By:/s/Donald G. Mack
                                                     Donald G. Mack, President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

                          Chairman of the Board of
/s/ Clifford S. Perlman    Directors                        October 4, 1996
Clifford S. Perlman                                         Date

                          President, Chief Executive
                           Officer, Acting Chief Financial
/s/ Donald G. Mack         Officer, and Director            October 4, 1996
Donald G. Mack                                              Date

/s/ Robert Clauson        Secretary and Director            October 4, 1996
Robert Clauson                                              Date

/s/ Thomas Moscariello    Director                          October 4, 1996
Thomas Moscariello                                          Date

/s/ Mitchell B. Chi       Director                          October 4, 1996
Mitchell B. Chi                                             Date

1:forms-8

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