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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark one)

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

OF 1934

For the quarterly period ended: March 31, 2002

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

OF 1934

For the transition period from ________ to ________

Commission file number: 33-17679

North American DataCom, Inc.

(Exact name of small business issuer as specified in its charter)

Delaware 84-1067694

(State or other jurisdiction of incorporation or (IRS Employer Identification No.)

organization)

751 County Road 989, Building 1000, Iuka, MS 38852

(Address of principal executive offices) (Zip Code)

662-424-5050

(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Common Stock, $.0001 par value, 104,367,669 shares outstanding as of April 30, 2002.

NORTH AMERICAN DATACOM, INC.
Consolidated Balance Sheets as of March 31, 2002 (Unaudited) and June 30, 2001
		March 31, 2002		June 30, 2001
		(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	13,507	$	18,484
Accounts Receivable, Net of Allowance of $3,000 and $2,400
at March 31, 2002 and June 30, 2001		43,596		76,230
Inventories		8,370		5,978
Employee Advances		2,555		2,555
Other		19,000		-
Total Current Assets	$	87,028	$	103,247
Investments (Note 3)		-		-
Property and Equipment:
Conduit and Optic Fiber (Note 4)		129,014		14,525,905
Computers and Equipment		728,102		728,032
Communications Equipment and Wireless Towers		640,860		627,507
Software		355,164		351,184
Other		105,324		123,763
Total Property and Equipment		1,958,465		16,356,391
Less Accumulated Depreciation and Amortization		(202,291)		(107,992)
Net Property and Equipment		1,756,174		16,248,399
Other Assets (Note 5)		850,965		651,794
Total Assets	$	2,694,167	$	17,003,440

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade Note Payable (Note 4)	$	-	$	15,118,000
Accounts Payable		771,086		1,044,558
Accrued Expenses		893,730		692,103
Dividends Payable		-		55,950
Notes Payable, current portion (Note 10)		215,000		-
Convertible Notes Payable		33,541		33,541
Total Current Liabilities		1,913,357		16,944,152
Notes Payable (Note 10)		109,500		-
Payable to Officer		-		25,662
Total Liabilities		2,022,857		16,969,814
Commitments and Contingencies (Notes 4, 5, 6 and 8)		-		-
Stockholders' Equity (Note 9)
Convertible Preferred Stock, No Par Value; 400,000 Shares
Authorized, none outstanding		-		-
Series B Convertible Preferred Stock, $1,000 Par Value; 6%
Cumulative; 5,000 Shares Authorized 2,411 and 1,756 Shares
Issued and Outstanding as of March 31, 2002 and
June 30, 2001, respectively		2,409,988		1,755,492
Common Stock, $.0001 Par Value; 150,000,000 Shares
Authorized; 104,367,669 and 100,167,074 Shares Issued and
Outstanding as of March 31, 2002 and
June 30, 2001, respectively		10,436		10,016
Additional Paid in Capital		5,143,785		4,585,655
Other Accumulated Comprehensive Loss		(250,000)		(250,000)
Accumulated Deficit		(6,642,899)		(6,067,538)
Total Stockholders' Equity		671,309		33,626
Total Liabilities and Stockholders' Equity	$	2,694,167	$	17,003,440
See accompanying notes to condensed consolidated financial statements (unaudited).

NORTH AMERICAN DATACOM, INC.
Condensed Consolidated Statements of Operations (Unaudited)
		For the Three Months Ended				For the Nine Months Ended
		March 31,				March 31,
		2002		2001		2002		2001
Net Service Revenues	$	102,019	$	201,999	$	346,877	$	358,372
Cost of Services		33,798		60,434		105,873		157,660
Gross Profit		68,220		141,565		241,005		201,712
Selling, General and Administrative Expense		457,886		731,719		1,453,556		2,245,673
Operating Loss		(389,666)		(590,154)		(1,212,551)		(2,043,961)
Other Income (Expense):
Interest Expense		-		(176,347)		-		(541,224)
Loss in equity investment		(32,130)		-		(84,026)		-
Non-operating gain (Note 4)		721,109		-		721,109		-
Other		17		(63)		106		15,751-
Total Other Income (Expense)		688,996		(176,410)		637,189		(525,473)
Income (Loss) Before Income Tax Expense (Benefit)		299,331		(766,564)		(575,362)		(2,569,434)
Income Tax Expense (Benefit)		-		-		-		-
Net Income (Loss)		299,331		(766,564)		(575,362)		(2,569,434)
Net Income (Loss) Applicable to Common Shareholders - Basic (Note 1)	$	0.003	$	(0.010)	$	(0.006)	$	(0.030)
Net Income (Loss) Applicable to Common Shareholders - Diluted (Note 1)	$	0.002	$	(0.010)	$	(0.006)	$	(0.030)
Weighted Average Number of Common Shares Outstanding-Basic (Note 1)		103,747,669		98,656,448		102,212,459		98,546,362
Weighted Average Number of Common Shares Outstanding-Diluted (Note 1)		123,626,077		98,656,448		102,212,459		98,546,362
See accompanying notes to condensed consolidated financial statements (unaudited).

NORTH AMERICAN DATACOM, INC.
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

							Net
							Unrealized	Stock-
	Series B Preferred		Common Stock		Additional	Accumulated	Loss on	holders'
	Shares	Amount	Shares	Amount	PIC	Deficit	Investments	Equity
Balance, June 30, 2001	1,756	$1,755,492	100,167,074	$10,016	$4,585,656	$(6,067,538)	$(250,000)	$33,626
Issuance of Series B
Preferred Stock	191	190,990	-	-	-	-	-	190,990
Issuance of additional Series
B Preferred Stock (Note 7)	56	55,950	-	-	-	-	-	55,950
Issuance of shares for
services rendered	-	-	90,000	9	12,591	-	-	12,600
Issuance of shares for
equipment	-	-	40,000	4	9,996	-	-	10,000
Issuance of shares for
settlement of claims (Note 7)		-	250,000	25	25,600	-	-	25,625
Stock options (Note 10)	-	-	-	-	8,000	-	-	8,000
Net loss of the period
ended September 30, 2001	-	-	-	-	-	(312,568)	-	(312,568)
Balance, September 30, 2001	2,003	$2,002,432	100,547,074	$10,054	$4,641,843	$(6,380,106)	$(250,000)	$24,223
Issuance of Series B
Preferred Stock	276	275,735	-	-	-	-	-	275,735
Issuance of Shares for
services rendered	-	-	150,232	15	20,687	-	-	20,702
Issuance of Shares for
services rendered	-	-	2,740,363	274	377,348	-	-	377,622
Net loss for the period ended
December 31, 2001	-	-	-	-	-	(562,124)	-	(562,124)
Balance, December 31, 2001	2,279	2,278,167	103,437,669	10,343	5,039,878	(6,942,230)	(250,000)	136,158
Issuance of Series B
Preferred Stock	132	131,821	-	-	-	-	-	131,821
Issuance of shares for legal
rendered services	-	-	130,000	13	12,987	-	-	13,000
Issuance of shares for
corporate securities
services rendered	-	-	200,000	20	19,980	-	-	20,000
Issuance of shares for

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	25

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.	25
Item 2. Changes in Securities and Use of Proceeds.	25
Item 3. Defaults Upon Senior Securities.	26
Item 4. Submission of Matters to a Vote of Security Holders.	26
Item 5. Other Information.	26
Item 6. Exhibits and Reports on Form 8-K.	26

Condensed Financial Information (Unaudited)
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive Loss	5
Condensed Consolidated Statement of Changes in Stockholders' Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements	8