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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
+Originator-Key-Asymmetric:
+ MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
+ TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
+MIC-Info: RSA-MD5,RSA,
+ P8YNofscAnOi2CXqUFC+zHkiqA2aFNjViMdcJioZo4XkTNOnnkQdx0eI+FUroA8G
+ VrqmueHn13fekv9VzEeDNw==
+
+<SEC-DOCUMENT>0000950138-01-000020.txt : 20010130
+<SEC-HEADER>0000950138-01-000020.hdr.sgml : 20010130
+ACCESSION NUMBER:		0000950138-01-000020
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		2
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010129
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			SYSCOMM INTERNATIONAL CORP
+		CENTRAL INDEX KEY:			0001037417
+		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045]
+		IRS NUMBER:				112889809
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-22693
+		FILM NUMBER:		1518215
+
+	BUSINESS ADDRESS:	
+		STREET 1:		20 PRECISION DRIVE
+		CITY:			SHIRLEY
+		STATE:			NY
+		ZIP:			11967
+		BUSINESS PHONE:		5162732300
+
+	MAIL ADDRESS:	
+		STREET 1:		20 PRECISION DRIVE
+		CITY:			HAUPPAUGE
+		STATE:			NY
+		ZIP:			11788
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>0001.txt
+<DESCRIPTION>AMENDMENT NO. 1 ON FORM 10-K/A
+<TEXT>
+
+
+- --------------------------------------------------------------------------------
+    As filed with the Securities and Exchange Commission on January 29, 2001
+- --------------------------------------------------------------------------------
+
+                       SECURITIES AND EXCHANGE COMMISSION
+                             Washington, D.C. 20549
+                     --------------------------------------
+
+                               Amendment No. 1 On
+                                   FORM 10-K/A
+
+                        FOR ANNUAL AND TRANSITION REPORTS
+                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
+                         SECURITIES EXCHANGE ACT OF 1934
+
+           (Mark One)
+            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
+                         SECURITIES EXCHANGE ACT OF 1934
+                  For the fiscal year ended September 30, 2000
+
+                                       or
+
+           [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
+                         SECURITIES EXCHANGE ACT OF 1934
+        For the transition period from _______________ to _______________
+
+                             Commission file number: 0-22693
+
+                        SYSCOMM INTERNATIONAL CORPORATION
+             (Exact name of registrant as specified in its charter)
+
+              DELAWARE                                      11-2889809
+   (State or other jurisdiction of                       (I.R.S. Employer
+   incorporation or organization)                       Identification No.)
+
+                               20 Precision Drive
+                             Shirley, New York 11967
+                                 (631) 205-9000
+               (Address, including zip code, and telephone number,
+        including area code, of registrant's principal executive offices)
+
+Securities registered pursuant to Section 12(b) of the Act:   None
+
+Securities  registered  pursuant to Section 12(g) of the Act: Common Stock, $.01
+par value
+
+     Indicate  by check mark  whether the  registrant  (1) has filed all reports
+required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
+1934  during  the  preceding  12 months  (or for such  shorter  period  that the
+registrant was required to file such reports),  and (2) has been subject to such
+filing requirements for the past 90 days
+     Yes [X] No. [ ]
+
+     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
+405 of Regulation S-K is not contained herein, and will not be contained, to the
+best of registrant's  knowledge,  in definitive proxy or information  statements
+incorporated by reference in Part III of this Form 10-K or any amendment to this
+Form 10-K. [X]
+
+     At  January  26,  2001,  the  aggregate  market  value  of the  voting  and
+non-voting  stock held by  non-affiliates  of the registrant  was  approximately
+$1,541,312.
+
+     At January 26, 2001, 4,694,183 shares of Common Stock were outstanding.
+
+
+<PAGE>
+
+EXPLANATORY NOTE
+
+     This Amendment No. 1 on Form 10-K/A amends the  Registrant's  Annual Report
+on Form 10-K for the year ended September 30, 2000 filed with the Securities and
+Exchange   Commission  on  December  29,  2000.  This  amendment   replaces  the
+information  previously  incorporated  by reference in Part III of the Form 10-K
+with the actual text for Part III of the Form 10-K.
+
+PART III
+
+ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
+
+     The directors and executive officers of the Company are as follows:
+
+<TABLE>
+<CAPTION>
+
+          Name            Age                        Position                       Position Held Since
+- --------------------------------------------------------------------------------------------------------
+<S>                       <C>     <C>                                               <C>
+
+Garrett A. Sullivan        66     Chairman of the Board of Directors                December 2000
+David A. Loppert           46     Director, Chief Executive Officer                 December 2000
+Anat Ebenstein             37     Director, President and Chief Operating Officer   December 2000
+Michael Krawitz            31     Vice President, Secretary and General Counsel     December 2000
+J. Robert Patterson        43     Vice President, Chief Financial Officer and       December 2000
+                                     Treasurer
+John C. Spielberger        31     Vice President, Sales and Marketing               December 2000
+
+</TABLE>
+
+     Following is a summary of the  background  and business  experience  of the
+directors and executive officers:
+
+     Garrett A. Sullivan:  Mr.  Sullivan was named Chairman and appointed to the
+Board of Directors of the Company in December  2000.  He is Vice Chairman of and
+was,  until  January  2001,  President  and Chief  Operating  Officer of Applied
+Digital Solutions,  Inc.,  positions he held since March 1995. He was elected to
+the Board of Directors of Applied Digital Solutions, Inc. in August 1995. He was
+acting  secretary of Applied  Digital  Solutions,  Inc. from March 1995 to March
+1996 and acting Chief  Financial  Officer from March 1995 to February 1997. From
+1993 to 1994 he was an Executive  Vice  President of  Envirobusiness,  Inc. From
+1988 to 1993,  he  served  as  president  and  chief  operating  officer  of two
+companies in the electronics and chemical industries which were owned by Philips
+North  America.  He was  previously  a partner  in The Bay  Group,  a merger and
+acquisition  firm in New  Hampshire,  from 1988 to 1993.  From 1981 to 1988, Mr.
+Sullivan was President of Granada Hospital Group, Burlington,  Massachusetts. He
+earned a Bachelor of Arts degree from Boston  University in 1960 and an MBA from
+Harvard University in 1962
+
+
+     David A. Loppert: Mr. Loppert joined the Company as Chief Executive Officer
+and was appointed to the Board of Directors of the Company in December 2000 . He
+is Senior  Vice  President  of, and prior to November  2000 was Vice  President,
+Chief Financial Officer and Assistant  Secretary of, Applied Digital  Solutions,
+Inc. which he joined in February 1997.  From 1996 to 1997, Mr. Loppert was Chief
+Financial Officer of Bingo Brain, Inc. From 1994 to 1996, he was Chief Financial
+Officer of both C.T.A. America, Inc., and Ricochet  International,  L.L.C. Prior
+to that he was  Senior  Vice  President,  Acquisitions  and  Due  Diligence,  of
+Associated Financial Corporation.  Mr. Loppert started his financial career with
+Price Waterhouse in 1978, in Johannesburg,  South Africa, before moving to their
+Los Angeles Office in 1980 where he rose to the position of Senior  Manager.  He
+holds  Bachelor  degrees in both  Accounting  and Commerce,  as well as a Higher
+Diploma  in  Accounting,   all  from  the   University  of  the   Witwatersrand,
+Johannesburg.  Mr. Loppert was designated a Chartered  Accountant (South Africa)
+in 1980.
+
+                                       2
+<PAGE>
+
+     Anat  Ebenstein:  Ms.  Ebenstein,  37,  joined the Company as President and
+Chief  Operating  Officer and was  appointed  to the Board of  Directors  of the
+Company in December 2000.  Since 1999, Ms.  Ebenstein has served as President of
+Applied Digital Solutions'  Network Division,  an IT services solutions provider
+comprised of computer  hardware,  system  integration  services  and  consulting
+firms.  She has  served as  President  of  Information  Products  Center,  Inc.,
+acquired by the Company on December 14, 2000, since 1992.
+
+     Michael  Krawitz:  Mr.  Krawitz  joined the Company as Vice  President  and
+Secretary in December,  2000.  He is also Senior Vice  President  and  Assistant
+Secretary of Applied Digital Solutions,  Inc. Mr. Krawitz joined Applied Digital
+Solutions as Assistant Vice President and General Counsel in April 1999, and was
+appointed Vice President and Assistant  Secretary in December 1999. From 1994 to
+April 1999, Mr.  Krawitz was an attorney with Fried,  Frank,  Harris,  Shriver &
+Jacobson in New York.  Mr. Krawitz earned a Bachelor of Arts degree from Cornell
+University in 1991 and a juris doctorate from Harvard Law School in 1994.
+
+     J. Robert  Patterson:  Mr.  Patterson joined the Company as Vice President,
+Chief  Financial  Officer and  Treasurer  in  December  2000.  Since  1999,  Mr.
+Patterson has served as Vice President,  Finance,  of Applied Digital Solutions'
+Network  Division,  an IT  services  solutions  provider  comprised  of computer
+hardware,  system  integration  services and consulting firms. Mr. Patterson has
+served as Vice President of Information  Products Center,  Inc., acquired by the
+Company on December 14, 2000,  since 1990.  Mr.  Patterson  earned a Bachelor of
+Arts Degree in Business  Administration form Western Sate College of Colorado in
+1979.
+
+     John C. Spielberger:  Mr. Spielberger was appointed Vice President of Sales
+and Marketing in December 2000. Prior thereto,  Mr.  Spielberger  served as Vice
+President of the  Company's  wholly  owned  subsidiary,  Information  Technology
+Services,  Inc. or  InfoTech,  and served as a Director of the Company  from May
+1994 until December 2000. Mr.  Spielberger joined InfoTech as a sales specialist
+in October 1992. From February 1992 through October 1992, Mr.  Spielberger was a
+marketing support  representative  for Lexmark  International.  Mr.  Spielberger
+earned a Bachelor of Science in Marketing from the Wallace School of Management,
+Boston College in 1991.
+
+Directorships
+
+     Mr.  Sullivan is a director of Applied Digital  Solutions,  Inc.(NASDAQ NM:
+ADSX).  Mr. Loppert is a Director  of ATEC Group,  Inc.  (AMEX:  TEC).  No other
+directors  hold  directorships  in  any  other  company  which  has a  class  of
+securities  registered  pursuant to Section 12 of the Securities Exchange Act of
+1934, as amended (the "Exchange Act"), or subject to the requirements of Section
+15(d) of the Exchange Act or any company  registered  as an  investment  company
+under the Investment Company Act of 1940.
+
+Board Committees and Meetings
+
+     The Company has standing Audit and Compensation  Committees of the Board of
+Directors.  The members of the committees are identified  with the list of Board
+nominees on the preceding pages.
+
+     The Audit  Committee held 1 meeting during the fiscal year ended  September
+30, 2000.  The function of the Audit  Committee is to recommend  annually to the
+Board  of  Directors  the  appointment  of the  independent  accountants  of the
+Company,  discuss  and review the scope and the fees of the  prospective  annual
+audit and review the results  thereof with the independent  accountants,  review
+and approve non-audit services of the independent accountants, review compliance
+with existing major accounting and financial  policies of the Company and review
+management's  procedures and policies  relative to the adequacy of the Company's
+internal accounting controls.
+
+                                       3
+<PAGE>
+
+     The Compensation Committee held 1 meeting and acted by written counsel once
+during  the  fiscal  year  ended   September  30,  2000.  The  function  of  the
+Compensation  Committee  is to make  recommendations  to the Board of  Directors
+concerning salaries and incentive  compensation for the Company's executives and
+employees.
+
+     The Board of  Directors  held 2  meetings  during  the  fiscal  year  ended
+September 30, 2000.  During the year, all Directors  attended 75% or more of the
+Board of  Directors'  meetings  and the  Board  Committees  to which  they  were
+assigned.
+
+Section 16(a) Beneficial Ownership Reporting Compliance
+
+     Section  16(a) of the Exchange  Act requires the officers and  directors of
+the Company and persons who own more than 10% of the  Company's  Common Stock to
+file  reports of  ownership  and changes in ownership  with the  Securities  and
+Exchange  Commission  and to furnish  copies of all such reports to the Company.
+The Company believes,  based on its stock transfer records and other information
+available to it, that all reports required under Section 16(a) were timely filed
+during 2000.
+
+ITEM 11.      EXECUTIVE COMPENSATION
+
+     The  following  table  sets forth the  compensation  paid or accrued by the
+Company  during each of the three fiscal years ended  September  30, 2000 to the
+Company's  Chief  Executive  Officer and the three most  highly  paid  Executive
+Officers whose total cash  compensation for such periods exceeded  $100,000 (the
+"Named Executives"):
+
+                           Summary Compensation Table
+<TABLE>
+<CAPTION>
+
+                                                                                            Long-Term Compensation
+                                                                                      ---------------------------------
+                                                       Annual Compensation                     Awards           Payouts
+                                                -----------------------------------   ----------------------    -------
+      Name and Principal                Year     Salary                 Other Annual   Restricted                            All
+           Position                               ($)       Bonus ($)     Compen-       Stock        Options/     LTIP      Other
+                                                                          sation ($)    Awards         SAR's    Payouts    Compen-
+                                                                                          ($)           (#)       (#)     sation($)
+- -----------------------------------     ----    --------    --------    ------------   -----------   --------   -------    ---------
+
+<S>                                     <C>     <C>         <C>          <C>            <C>               <C>       <C>    <C>
+David A. Loppert (1)                    2000    $      0    $      0     $      0       $      0          0         0      $    0
+  Director, Chief Executive             1999    $      0    $      0     $      0       $      0          0         0      $    0
+  Officer                               1998    $      0    $      0     $      0       $      0          0         0      $    0
+
+Anat Ebenstein (1)                      2000    $      0    $      0     $      0       $      0          0         0      $    0
+  Director, President,                  1999    $      0    $      0     $      0       $      0          0         0      $    0
+  Chief Operating Officer               1998    $      0    $      0     $      0       $      0          0         0      $    0
+
+John H. Spielberger (2)                 2000    $140,000    $ 12,500     $ 26,427(3)    $      0          0         0      $    0
+  Former Chairman, President            1999    $126,000    $ 42,219     $ 26,427(3)    $      0          0         0      $    0
+  and Chief Executive Officer           1998    $157,333    $ 15,204     $ 30,069(4)    $      0          0         0      $    0
+
+Dennis R. Wilson (5)                    2000    $  2,146    $      0     $      0       $      0          0         0      $    0
+  Former Vice President, Chief          1999    $117,500    $ 15,000     $      0       $      0          0         0      $    0
+  Financial Officer & Secretary         1998    $137,667    $      0     $      0       $      0          0         0      $    0
+
+Thomas J. Baehr (6)                     2000    $      0    $      0     $      0       $      0          0         0      $    0
+  Former Vice President and             1999    $ 90,728    $ 42,219     $  1,722       $      0          0         0      $    0
+  Director                              1998    $160,000    $ 15,204     $      0       $      0          0         0      $    0
+
+Norman M. Gaffney (7)                   2000    $      0    $      0     $      0       $      0          0         0      $    0
+  Former Vice President and             1999    $136,813    $      0     $      0       $      0          0         0      $    0
+  Director                              1998    $140,000    $112,225     $      0       $      0          0         0      $    0
+
+                                       4
+<PAGE>
+<FN>
+
+- --------------------------------
+
+(1)  Joined the Company on December 14, 2000.
+
+(2)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective December 14, 2000.
+
+(3)  Consists of expenses for a Company car ($719) and life  insurance  premiums
+     ($25,708).
+
+(4)  Consists  of expenses for a Company car  ($719),  life  insurance  premiums
+     ($28,300), and administration fees on pension plan ($1,050).
+
+(5)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective September 24, 1999.
+
+(6)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective May 28, 1999.
+
+(7)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective May 25, 1999.
+
+</FN>
+</TABLE>
+
+Option Grants in Last Fiscal Year
+
+     The following table contains information  concerning the Company's grant of
+Stock Options under the Company's 1998 Stock Option Plan to the named  executive
+officers during 2000:
+
+                        Option Grants In Last Fiscal Year
+                                Individual Grants
+<TABLE>
+<CAPTION>
+
+
+        Name                 Number of           % of Total       Exercise      Expiration Date    Grant Date Present
+                            Securities        Options Granted       Price                             Value ($) (2)
+                        Underlying Options    to Employees in      ($/Sh)
+                          Granted (#) (1)           2000
+- ---------------------   ------------------    ---------------     --------      ---------------    ------------------
+<S>                           <C>                  <C>             <C>           <C>                      <C>
+David A. Loppert                   0                 --                --                    --               --
+Anat Ebenstein                     0                 --                --                    --               --
+John H. Spielberger                0                 --                --                    --               --
+Dennis R. Wilson                   0                 --                --                    --               --
+Thomas J. Baehr                    0                 --                --                    --               --
+Norman M. Gaffney                  0                 --                --                    --               --
+John C. Spielberger           10,000               6.5%            $0.875        August 3, 2005           $5,900
+
+<FN>
+
+- ----------------------
+(1)   Options  granted  under  the 1998  Non-Qualified  Stock  Option  Plan were
+      granted  at an  exercise  price  equal  to the  fair  market  value of the
+      Company's  common shares on the grant date.  These options are exercisable
+      on the grant date.
+
+(2)   Based on the grant date present  value of $0.59 per option share which was
+      derived using the  Black-Scholes  option pricing model in accordance  with
+      rules  and  regulations  of the  Securities  Exchange  Commission  and not
+      intended to forecast  future  appreciation  of the Company's  common share
+      price. The  Black-Scholes  model was used with the following  assumptions:
+      dividend yield of 0%; expected volatility of 110%; risk-free interest rate
+      of 5.83% - 6.22%; and expected lives of 4.13 years - 4.84 years.
+</FN>
+</TABLE>
+
+Aggregated Option Exercises in Last Fiscal Year and Year-End Values
+
+     The following table sets forth information concerning the exercise of stock
+options by the named executives during the Company's fiscal year ended September
+30, 2000,  the number of options owned by the named  executives and the value of
+any in-the-money unexercised stock options as of September 30, 2000.
+
+                    AGGREGATED FISCAL YEAR-END OPTION VALUES
+<TABLE>
+<CAPTION>
+
+                                                                                                         Value of Unexercised
+                                                                          Number of Unexercised               In-the-Money
+                                                                                 Options                       Options at
+                                                                          at Fiscal Year End (#)          Fiscal Year End ($)(1)
+                                 Shares Acquired                        --------------------------    ---------------------------
+            Name                 (on Exercise(#))   Value Received ($)  Exercisable  Unexercisable    Exercisable   Unexercisable
+- -------------------------        ----------------   ------------------  -----------  -------------    -----------   -------------
+<S>                  <C>                 <C>             <C>              <C>            <C>              <C>         <C>
+David A. Loppert (2)                     0               $0                    0                          $0          $0
+Anat Ebenstein  (2)                      0               $0                    0                          $0          $0
+John H. Spielberger (3)                  0               $0                2,250         750              $0          $0
+Dennis R. Wilson  (4)                    0               $0                    0           0              $0          $0
+Thomas J. Baehr  (5)                     0               $0                    0           0              $0          $0
+Norman M. Gaffney  (6)                   0               $0                    0           0              $0          $0
+John C. Spielberger  (7)                 0               $0               11,500         500              $0          $0
+
+<FN>
+- ---------------------------------
+
+(1) The value of the unexercised in-the-money
+     options at September  30, 2000  assumes a fair market  value of $0.72,  the
+     closing price of the Company's Common Stock as reported on the Nasdaq Small
+     Cap Stock  Market on September  30,  2000.  The values shown are net of the
+     option  exercise  price,  but do not include  deduction  for taxes or other
+     expenses  associated  with the  exercise  of the  option or the sale of the
+     underlying shares.
+
+(2)  Joined the Company on December 14, 2000.
+
+(3)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective December 14, 2000.
+
+(4)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective September 24, 1999.
+
+(5)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective May 28, 1999.
+
+(6)  Resigned  as an officer and  director  of the  Company  and its  subsidiary
+     effective May 25, 1999.
+
+(7)  Appointed Vice President, Sales and Marketing, effective December 14, 2000
+
+</FN>
+</TABLE>
+
+Compensation Pursuant to Plans
+
+     Other than as disclosed above or in the  "Compensation  Committee Report on
+Executive  Compensation"  below, the Company has no plans pursuant to which cash
+or non-cash compensation was paid or distributed during the last fiscal year, or
+is  proposed  to be  paid  or  distributed  in the  future,  to the  individuals
+described above.
+
+Compensation of Directors
+
+     Directors  who are  employees of the Company  receive no  compensation,  as
+such,  for service as members of the Board.  Directors  who are not employees of
+the Company  received options to purchase 10,000 shares of Common Stock for each
+year served on the Board and  reimbursement  of expenses  incurred in connection
+with attendance of Board and Committee Meetings.
+
+Compensation  Committee  Interlocks and Insider  Participation  in  Compensation
+     Decisions
+
+     Prior to the Company's  initial  public  offering in June 1997, the Company
+did not have a Compensation  Committee of its Board of Directors.  In June 1997,
+the Company  formed a  Compensation  Committee.  Prior to the  formation  of the
+Compensation  Committee,  decisions regarding  compensation were made by John H.
+Spielberger,  the  Company's  former  Chairman,  President  and Chief  Executive
+Officer,  including  entering into a two (2) year employment  agreement  between
+himself and the Company,  which  agreement  became  effective  June 17, 1997 and
+expired by its terms on September 30, 1999. No new  employment  agreements  have
+been  entered  into between the Company and any  executive  officer.  During the
+Company's fiscal years ended September 30, 1998, 1999 and 2000, the Compensation
+Committee made all decisions concerning compensation of executive officers.
+
+ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+Ownership of Equity Securities in the Company
+
+     The following table sets forth information  regarding  beneficial ownership
+of the Company's Common Stock by each director and by each executive officer and
+by all the directors and executive officers as a group as of January 26, 2001:
+
+<TABLE>
+<CAPTION>
+
+                                                                                            Percent of
+                                                   Aggregate Number of Shares              Outstanding
+                  Name                                 Beneficially Owned                     Shares
+- -----------------------------------------       ----------------------------------     -------------------
+<S>                                                          <C>       <C>                    <C>
+Garrett A. Sullivan (1)                                       25,000   (4)                     *
+David A. Loppert (1)                                          44,100   (4)                     *
+Anat Ebenstein (1)                                                 0                           *
+Michael Krawitz (1)                                                0                           *
+J. Robert Patterson (1)                                            0                           *
+John C. Spielberger (2)                                       23,267   (4)                     *
+John H. Spielberger (3)                                        2,250   (4)                     *
+Cornelia Eldridge (2)                                         33,750   (4)                     *
+Lee Adams (2)                                                 99,850   (4)                    2.1%
+Lawrence S. Brochin (2)                                       25,000   (4)                     *
+All Directors and Executive Officers as                      253,217   (4)                    5.4%
+   a Group (10)
+
+- -----------------------------------------
+<FN>
+
+*    Represents  less than 1% of the  issued  and  outstanding  shares of Common
+     Stock of the Company.
+
+(1)  Appointed an officer and/or director on December 14, 2000.
+
+(2)  Resigned as a director effective as of December 14, 2000.
+
+(3)  Resigned as an officer and director effective as of December 14, 2000.
+
+(4)  This table includes presently  exercisable options. The following directors
+     and  executive  officers  hold the  number of  exercisable  options,  as of
+     December 31, 2000, set forth following their respective  names:  Garrett A.
+     Sullivan - 0; David A. Loppert - 0; Anat Ebenstein - 0; John C. Spielberger
+     - 11,500;  John H.  Spielberger - 2,250;  Cornelia  Eldridge - 33,750;  Lee
+     Adams -  63,750;  Lawrence  S.  Brochin  - 25,000;  and all  directors  and
+     executive officers as a group - 136,250.
+</FN>
+</TABLE>
+
+Principal Shareholders
+
+     Set forth in the table  below is  information  as of January  26, 2001 with
+respect to persons known to the Company  (other than the directors and executive
+officers shown in the preceding table) to be the beneficial  owners of more than
+five percent of the Company's issued and outstanding Common Stock:
+
+                                         Number of Shares
+       Name and Address                 Beneficially Owned      Percent Of Class
+- ----------------------------------     --------------------     ----------------
+
+Applied Digital Solutions, Inc.
+400 Royal Palm Way, Suite 410
+Palm Beach, Florida  33480                 2,570,000 (1)              54.7%
+
+(1)  Based on Schedule 13D filed with the Securities and Exchange  Commission on
+     December 26, 2000. Applied Digital Solutions, Inc., a Missouri corporation,
+     has sole voting and dispositive power as to 2,570,000 shares.
+
+     On December 14, 2000,  pursuant to the terms of a Stock Purchase  Agreement
+between the selling shareholders  described below and Applied Digital Solutions,
+Applied  Digital  Solutions  acquired  approximately  54.7%  of the  issued  and
+outstanding  common  shares of the Company,  resulting in a change in control of
+the  Company.  Shares  of the  Company's  common  stock  were  sold  by  John H.
+Spielberger,  Catherine  Spielberger  and Bearpen  Limited  Partnership for $4.5
+million,  consisting  of  approximately  1.7 million  shares of Applied  Digital
+Solutions common stock, valued at approximately $2.75 million, and approximately
+$1.75 million in cash.
+
+ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+Changes in Control
+
+     There are no  arrangements,  known to the Company,  including any pledge by
+any  person  of  securities  of the  Company,  the  operation  of which may at a
+subsequent date result in a change of control of the Company.
+
+
+                                       7
+<PAGE>
+
+                                   SIGNATURES
+
+     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
+Exchange Act of 1934, the registrant has duly caused this report to be signed on
+its behalf by the  undersigned,  thereunto  duly  authorized in the city of Palm
+Beach, State of Florida, on January 29, 2001.
+
+                                        SYSCOMM INTERNATIONAL CORPORATION
+
+                                        By:      /S/ DAVID A. LOPPERT
+                                           -------------------------------------
+                                                   David A. Loppert,
+                                                 Chief Executive Officer
+
+     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
+report  has  been  signed  below  by the  following  persons  on  behalf  of the
+registrant and in the capacities and on the dates indicated.
+
+
+
+<TABLE>
+
+<S>                                  <C>                                <C>
+     /S/ GARRETT A. SULLIVAN         Chairman of the Board of           January 29, 2001
+- --------------------------------       Directors
+      (Garrett A. Sullivan)
+
+
+     /S/ DAVID A. LOPPERT            Chief Executive Officer,           January 29, 2001
+- --------------------------------       Assistant Secretary and
+      (David A. Loppert)               Assistant Treasurer (Principal
+                                       Executive Officer)
+
+     /S/ ANAT EBENSTEIN              President and Director             January 29, 2001
+- --------------------------------       (Principal Operating Officer)
+       (Anat Ebenstein)
+
+
+     /S/ J. ROBERT PATTERSON         Vice President, Treasurer and      January 29, 2001
+- --------------------------------       Chief Financial Officer
+      (J. Robert Patterson)            (Principal Accounting
+                                       Officer)
+
+</TABLE>
+                                       8
+<PAGE>
+
+
+LIST OF EXHIBITS
+(Item 14 (c))
+
+   Exhibit
+    Number                                Description
+    ------                                -----------
+
+     3.1     Amended and Restated  Certificate  of  Incorporation  (incorporated
+             herein by  reference to Exhibit 3.1 to the  Company's  Registration
+             Statement  on  Form  S-1  (File  No.   333-25593)  filed  with  the
+             Commission on April 22, 1997)
+
+     3.2     Amended and Restated By-Laws  (incorporated  herein by reference to
+             Exhibit 3.2 to the  Company's  Registration  Statement  on Form S-1
+             (File No. 333-25593) filed with the Commission on April 22, 1997)
+
+     10.1    Inventory and Working Capital Financing Agreement,  dated September
+             24, 1996 between the Company's subsidiary,  Information  Technology
+             Services, Inc., and IBM Credit Corporation  (incorporated herein by
+             reference to Exhibit 10.1. to the Company's  Registration Statement
+             on Form S-1/A (File No.  333-25593)  filed with the  Commission  on
+             June 12, 1997)
+
+     10.2    Agreement  for  Wholesale  Financing  (Security  Agreement),  dated
+             November 27, 2000  between the  Company's  subsidiary,  Information
+             Technology Services, Inc., and IBM Credit Corporation
+
+     10.3*   1998 Incentive Stock Option Plan (incorporated  herein by reference
+             to Exhibit 10.1 to the Company's Registration Statement on Form S-1
+             (File No. 333-25593) filed with the Commission on April 22, 1997)
+
+     10.4*   1998 Incentive Stock Option Plan, as Amended  (incorporated  herein
+             by  reference  to  Exhibit  99 to the  Company's  definitive  Proxy
+             Statement filed with the Commission on December 27, 1999)
+
+     10.5*   1999 Employee Stock Purchase Plan (incorporated herein by reference
+             to Exhibit A to the Company's definitive Proxy Statement filed with
+             the Commission on December 28, 1998)
+
+     12.1    Statement re Computation of Ratios **
+
+     21.1    List of Subsidiaries **
+
+     23.1    Consent of Albrecht, Viggiano, Zureck & Company, P.C.
+
+     27.1    Financial Data Schedule **
+
+- ---------------------
+   *     Management contract or compensatory plan.
+   **    Previously filed.
+
+
+
+                                     9
+
+</TEXT>
+</DOCUMENT>
+<DOCUMENT>
+<TYPE>EX-23.1
+<SEQUENCE>2
+<FILENAME>0002.txt
+<DESCRIPTION>CONSENT OF ALBRECHT, VIGGIANO, ZURECK & COMPANY
+<TEXT>
+
+                                                                    Exhibit 23.1
+                         CONSENT OF INDEPENDENT AUDITORS
+
+         We consent to the use of our report dated December 15, 2000 relating to
+the financial statements and financial statement schedule,  which appears in the
+Annual Report on Form 10-K, as amended.
+
+/s/ Albrecht, Viggiano, Zureck & Company, P.C.
+
+Hauppauge, New York
+January 29, 2001
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----