UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                   FORM 10-Q/A



X    AMENDMENT NO. 1 TO QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
-    SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2002


                         Commission File No.: 000-21557

                             ACI TELECENTRICS, INC.
                (Name of Registrant as specified in its charter)

         MINNESOTA                                              41-1572571
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)

         3100 WEST LAKE STREET, SUITE 300, MINNEAPOLIS, MINNESOTA 55416
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (612) 928-4700

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

     The Company had 5,781,485 shares of common stock, no par value per share,
outstanding as of November 6, 2002.

     The amendment No. 1 to Form 10-Q is being filed to give effect to the
restatement of the Company's unaudited consolidated financial statements as
discussed in Note 9 to the unaudited consolidated financial statements.

<PAGE>

                         ACI TELECENTRICS, INCORPORATED
                                   FORM 10-Q/A

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          NUMBER
                                                                          ------
PART I   FINANCIAL INFORMATION

Item 1   Consolidated Financial Statements   (unaudited)
               Balance Sheets                                               3
               Statements of Operations                                     4
               Statements of Cash Flows                                     5
               Notes to Consolidated Financial Statements                   6

Item 2   Management's Discussion and Analysis of
               Financial Condition and Results of Operations                11

Item 3   Qualitative and Quantitative Disclosures on Market Risk            17

Item 4   Controls and Procedures                                            17

Item 5   Resignation of Officer                                             17

PART II  OTHER INFORMATION

Items 1 through Item 5 have been omitted since all items are inapplicable or
answers negative.

Item 6   Exhibits and reports on Form 8-K                                   18

Signature Page                                                              19


                                       2
<PAGE>

EXPLANATORY NOTE
See discussion in new Note 9 - Restatements.

PART 1 FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS

                         ACI TELECENTRICS, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           September 30,     December 31,
                                                               2002             2001
                                                           ------------     ------------
ASSETS
<S>                                                        <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                               $  1,714,352     $  1,459,214
   Trade receivables, less allowance for doubtful
        accounts of $243,874 and $199,000, respectively       4,440,990        3,691,111
   Deferred income taxes                                                         911,000
   Prepaid expenses                                             191,376          141,120
   Grant receivable                                             778,085          677,341
   Other current assets                                             762            1,110
                                                           ------------     ------------
              Total current assets                            7,125,565        6,880,896

Property and equipment, net of accumulated depreciation       4,766,457        6,094,392

Other assets                                                    205,482          140,360
                                                           ------------     ------------
TOTAL ASSETS                                               $ 12,097,504     $ 13,115,648
                                                           ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Revolving line of credit                                $  1,957,704
   Trade accounts payable                                     1,318,658     $  1,481,408
   Accrued compensation                                       1,173,796          746,630
   Accrued expenses                                             351,756          281,266
   Restructuring costs reserve                                   11,025
   Income taxes payable                                         151,335           92,282
   Current portion capital lease obligations                    630,567          669,731
   Current portion deferred grant expense reimbursements      1,395,344        1,070,530
                                                           ------------     ------------
              Total current liabilities                       6,990,185        4,341,847

LONG-TERM LIABILITIES:
   Capital lease obligations, less current portion              672,459          774,217
   Deferred grant expense reimbursements, less
     current portion                                                              20,000
   Deferred income taxes                                        148,000        1,059,000
                                                           ------------     ------------
              Total long-term liabilities                       820,459        1,853,217

SHAREHOLDERS' EQUITY:
   Common stock, no par value;
        Authorized - 15,000,000
        Issued and outstanding shares - 5,781,485             6,659,989        6,659,989
   Retained earnings (deficit)                               (2,373,129)         260,595
                                                           ------------     ------------
Total shareholders' equity                                    4,286,860        6,920,584
                                                           ------------     ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 12,097,504     $ 13,115,648
                                                           ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                         ACI TELECENTRICS, INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     Three Months Ended                 Nine Months Ended
                                        September 30,                     September 30,
                                    2002             2001             2002             2001
                                ------------     ------------     ------------     ------------
                                (As restated
                                 see Note 9)
<S>                             <C>              <C>              <C>              <C>
TELEMARKETING REVENUES
     Outbound revenue           $  5,971,699     $  7,981,858     $ 19,302,676     $ 25,095,214
     Inbound revenue               1,076,045          285,145        2,718,996          639,365
                                ------------     ------------     ------------     ------------
     Total revenue                 7,047,744        8,267,003       22,021,672       25,734,579
                                ------------     ------------     ------------     ------------

COST OF SERVICES                   4,388,525        4,389,984       13,248,259       13,154,444

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES          3,788,162        3,945,551       11,008,517       11,406,916

IMPAIRMENT CHARGE (Note 2)            49,975                            49,975

RESTRUCTURING COSTS (Note 7)          11,025                            11,025
                                ------------     ------------     ------------     ------------

OPERATING (LOSS) INCOME           (1,189,943)         (68,532)      (2,296,104)       1,173,219

OTHER INCOME (EXPENSE)
     Interest income                     570            3,280            5,767           18,507
     Interest expense                (58,431)         (59,405)        (148,892)        (229,735)
     Other, net                       57,841          (63,770)             505         (135,967)
                                ------------     ------------     ------------     ------------
Total other expense                      (20)        (119,895)        (142,620)        (347,195)
                                ------------     ------------     ------------     ------------

(LOSS) INCOME  BEFORE TAXES       (1,189,963)        (188,427)      (2,438,724)         826,024

INCOME TAX EXPENSE (BENEFIT)       1,245,000          (72,000)         195,000          324,000
                                ------------     ------------     ------------     ------------

NET (LOSS) INCOME               $ (2,434,963)    $   (116,427)    $ (2,633,724)    $    502,024
                                ============     ============     ============     ============

(LOSS) EARNINGS PER SHARE:
     Basic                      $       (.42)    $       (.02)    $       (.46)    $        .09
                                ============     ============     ============     ============
     Diluted                    $       (.42)    $       (.02)    $       (.46)    $        .08
                                ============     ============     ============     ============

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING:
     Basic                         5,781,485        5,781,485        5,781,485        5,781,462
                                ============     ============     ============     ============
     Diluted                       5,781,485        5,781,485        5,781,485        5,918,099
                                ============     ============     ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                         ACI TELECENTRICS, INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended September 30,
                                                                         2002             2001
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                    $ (2,633,724)    $    502,024
Adjustments to reconcile net (loss) income to net cash
        (used in) provided by operating activities:
     Depreciation                                                       1,815,195        1,667,071
     Impairment charge                                                     49,975
     Provision for losses on accounts receivable                           45,000           41,668
     Amortization of deferred grant expense reimbursements               (100,000)        (105,000)
     Loss on disposal of equipment                                         36,641           39,080
     Changes in operating assets and liabilities:
        Trade receivables                                                (800,879)       2,355,029
        Prepaid expenses                                                  (50,256)         (22,292)
        Grant receivable                                                 (100,744)        (747,229)
        Other current assets                                                  348          429,702
        Deferred grant expense reimbursements                             404,814        1,016,762
        Trade accounts payable, accrued compensation
             and accrued expenses                                         334,906         (114,939)
        Restructuring costs payable                                        11,025
        Customer advances                                                   6,000          974,000
        Income tax (receivable) payable                                    59,053          325,144
                                                                     ------------     ------------
              Net cash (used in) provided by operating activities        (922,646)       6,361,020
                                                                     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                  (573,876)      (2,971,805)
     (Increase) decrease in deposits                                      (65,122)         556,395
                                                                     ------------     ------------
              Net cash used in investing activities                      (638,998)      (2,415,410)
                                                                     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from revolving line of credit                            13,074,425       13,869,221
     Payments on revolving line of credit                             (11,116,721)     (16,370,838)
     Net proceeds from issuance of common stock                                --            6,634
     Proceeds from equipment acquired through capital leases              414,783          202,634
     Repayments of capital leases                                        (555,705)        (458,744)
                                                                     ------------     ------------
              Net cash provided by (used in) financing activities       1,816,782       (2,751,093)
                                                                     ------------     ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 255,138        1,194,517

CASH AND CASH EQUIVALENTS AT BEGINNING
     OF PERIOD                                                          1,459,214          100,607
                                                                     ------------     ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $  1,714,352     $  1,295,124
                                                                     ============     ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  NON CASH INVESTING AND FINANCING TRANSACTIONS:

       Equipment acquired through capital lease                      $    443,100     $    826,193

   CASH PAID FOR INTEREST AND TAXES:
     Income taxes paid net of refunds received                       $     26,050     $     27,108
     Cash paid for interest                                          $    141,273     $    229,735
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                         ACI TELECENTRICS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)

(1)  BASIS OF PRESENTATION AND RESPONSIBILITY OF INTERIM FINANCIAL STATEMENTS

     ACI Telecentrics, Incorporated and subsidiary (the Company) prepared the
     unaudited consolidated financial statements for the three and nine months
     ended September 30, 2002 and 2001 following the requirements of the
     Securities and Exchange Commission (SEC) for interim reporting. As
     permitted under those rules, certain footnotes or other financial
     information that are normally required by accounting principles generally
     accepted in the United States can be condensed or omitted. Therefore, these
     financial statements should be read in conjunction with the Company's 2001
     Form 10-KSB.

     The Company is responsible for the unaudited financial statements included
     in this document. The financial statements include all normal recurring
     adjustments that are considered necessary for the fair presentation of the
     Company's financial position and operating results. Revenues, expenses,
     cash flows, assets and liabilities can and do vary during each quarter of
     the year. Therefore, the results and trends in these interim financial
     statements may not be the same as those for the full year.

(2)  NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards No. 142 (SFAS142), GOODWILL AND
     OTHER INTANGIBLE ASSETs. This statement requires that goodwill and
     intangible assets deemed to have an indefinite life not be amortized.
     Instead of amortizing goodwill and intangible assets deemed to have an
     indefinite life, the statement requires a test for impairment to be
     performed annually, or immediately if conditions indicate that such an
     impairment could exist. We adopted the provisions of SFAS 142 effective
     January 1, 2002, which did not have an effect on our historical
     consolidated results of operations, financial position, and cash flow.

     In June 2001, the FASB issued SFAS No. 143 (SFAS 143), ACCOUNTING FOR ASSET
     RETIREMENT OBLIGATIONs, which is effective January 1, 2003. SFAS 143
     requires entities to record the fair value of a liability for an asset
     retirement obligation in the period in which it is incurred. We are
     currently in the process of evaluating the effect the adoption of this
     standard will have on our consolidated results of operations, financial
     position and cash flows.

     In August 2001, the FASB issued SFAS No. 144 (SFAS 144), ACCOUNTING FOR THE
     IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETs, which addresses financial
     accounting and reporting for the impairment or disposal of long-lived
     assets. While SFAS 144 supersedes SFAS No. 121, ACCOUNTING FOR THE
     IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED
     OF, it retains many of the fundamental provisions of that statement. SFAS
     No. 144 was effective for the Company on January 1, 2002. During the third
     quarter of 2002, the Company recognized an impairment charge of $49,975
     related to the closing of two small Midwest call centers.

                                       6
<PAGE>

     In July 2002, the FASB issued SFAS No. 146 (SFAS 146), ACCOUNTING FOR COSTS
     ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES, which addresses financial
     accounting and reporting for costs associated with exit or disposal
     activities. SFAS 146 requires costs associated with the following
     restructuring activities to be recognized and measured at fair value
     (except for one-time termination benefits) and recorded when such changes
     occur: one-time termination benefits, costs to terminate contracts other
     than capital leases, and costs to consolidate facilities and/or relocate
     employees. The provisions of SFAS 146 are effective for exit or disposal
     activities that are initiated after December 31, 2002, with early
     application encouraged. The Company adopted SFAS 146 during the third
     quarter of 2002 concurrent with the closing of two of its small Midwest
     call centers. As a result, upon adoption the Company recorded a
     restructuring charge of $11,025 representing a liability for future
     remaining lease rentals on the properties, reduced by estimated sublease
     rentals that could be reasonably obtained for the properties. All charges
     remained as accrued liabilities as of September 30, 2002.

(3)  EARNINGS PER SHARE

     Basic earnings per share are computed by dividing earnings available to
     common shareholders by the weighted average number of common shares
     outstanding during each period. Diluted earnings per share are computed
     after giving effect to the exercise of all potentially dilutive outstanding
     options and warrants. The following table reconciles the denominators used
     in computing basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                                      Three Months Ended        Nine Months Ended
                                                        September 30,             September 30,
                                                      2002         2001         2002         2001
                                                   ---------    ---------    ---------    ---------
<S>                                                <C>          <C>          <C>          <C>
     Weighted average common shares outstanding    5,781,485    5,781,485    5,781,485    5,781,462
     Effect of dilutive stock options                     --           --           --      136,637
                                                   ---------    ---------    ---------    ---------
                                                   5,781,485    5,781,485    5,781,485    5,918,099
                                                   =========    =========    =========    =========
</TABLE>

     A total of 852,000 stock options have been excluded from the calculation of
     diluted earnings per share for the three and nine months ended September
     30, 2002, respectively, because to do so would have been antidilutive for
     the periods presented. In addition, a total of 225,750 stock options were
     excluded from the calculation of diluted earnings per share for the three
     months ended September 30, 2001, because to do so would have been
     antidilutive.

(4)  PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at:

<TABLE>
<CAPTION>
                                                          September 30,       December 31,
                                                               2002               2001
                                                           -----------        -----------
<S>                                                        <C>                <C>
     Furniture                                             $ 1,920,570        $ 1,862,921
     Equipment                                               8,261,187          8,364,599
     Capitalized software costs                                622,800            623,807
     Leasehold improvements                                    424,396            415,340
                                                           -----------        -----------
                                                            11,228,953         11,266,667
     Less accumulated depreciation and amortization          6,462,496          5,172,275
                                                           -----------        -----------
     Net property and equipment                            $ 4,766,457        $ 6,094,392
                                                           ===========        ===========
</TABLE>

     At September 30, 2002 and December 31, 2001, the Company had furniture and
     equipment under capitalized leases totaling $2,911,917 and $2,534,748, with
     accumulated depreciation of $1,361,080 and $936,093, respectively, which
     are included in the table above.

                                       7
<PAGE>

(5)  LINE OF CREDIT

     The Company operated under a $4,000,000 Revolving Credit Loan Agreement
     dated June 2002. The loan accrued interest at the prime rate on outstanding
     borrowings. The borrowing base is secured by certain accounts receivable.
     The Revolving Credit Loan Agreement requires the Company to meet certain
     financial covenants, which are calculated based upon total debt levels,
     tangible net worth, debt service, capital expenditures, and working
     capital. As of September 30, 2002, the Company was in violation of several
     of these covenants. As a result, the Company is in default on the
     $4,000,000 Revolving Credit Loan Agreement.

     The Company's lender has notified the Company that it was willing to
     consider delaying the exercise of its rights under the Revolving Credit
     Loan Agreement. In consideration, while a permanent agreement is being
     negotiated, the Company is currently operating under a temporary $2,500,000
     amended Revolving Credit and Forbearance Loan Agreement dated November
     2002, which expires on April 30, 2003. The loan accrues interest at the
     Prime rate plus 2% on outstanding borrowings. The Prime rate was 4.75% at
     September 30, 2002. The borrowing base of this temporary agreement is
     secured by certain accounts receivable. In addition, the temporary loan
     agreement contains provisions requiring the Company to comply with certain
     financial covenants, which are calculated based upon total debt levels,
     tangible net worth, debt service, capital expenditures, and working capital
     including prohibiting of the payment of cash dividends without the bank's
     consent. The company was in violation of several of these covenants. At
     September 30, 2002, the Company had outstanding borrowings of $1,957,704
     under the Revolving Credit and Forbearance Loan Agreement with an available
     credit line of $542,296 pursuant to the proposed terms of the forbearance
     agreement. The Company is seeking an alternative lender to replace its
     current credit facility, and provide the company with additional capital to
     meet its current liquidity needs; however, there is no assurance that the
     Company can reach an agreement with a lender.

(6)  GRANT AGREEMENTS

     During the second quarter of 2002, the Company entered into a financial
     contribution agreement with the Government of Quebec, Canada. Under the
     agreement the Company agreed to open a contact center in Caplan, Quebec,
     Canada for certain financial incentives. These incentives are based on
     maintaining certain eligibility requirements for two years from the date
     that the jobs are created. The Company must create a minimum of 50 jobs by
     April 30, 2004, but can create up to 500 for which it will receive
     financial contributions. If there is a decrease in cumulative jobs created,
     future reimbursement is limited until the Company exceeds previously
     reimbursed employment levels. As of September 30, 2002, the Company created
     138 jobs for which it has applied for financial reimbursement. For the
     three and nine months ended September 30, 2002, the Company recorded
     $40,747 in financial assistance from the Government of Quebec. At September
     30, 2002, $487,328 was receivable under this agreement. As of September 30,
     2002, the Company had, under the Caplan agreement, current deferred
     recognition of grant expense reimbursements totaling $398,073 as required
     to conform to the terms of the grant. Payment for jobs created during the
     third quarter of this agreement is due within 30 days after submission and
     acceptance of claim.

     During the second quarter of 2002, the Company entered into a financial
     contribution agreement with Emploi Quebec. Under the terms of the
     agreement, Emploi Quebec agreed to subsidize wages, training and human
     resources management costs for two years. The financial contribution is
     linked to the creation of up to 500 jobs at the Company's new customer
     contact

                                       8
<PAGE>

     center located in Caplan, Quebec. During the three and nine month period
     ended September 30, 2002, the Company recorded $48,754 and $62,480,
     respectively, in assistance from Emploi Quebec. At September 30, 2002,
     $79,416 was receivable under this agreement. Payment for jobs created
     during the third quarter of this agreement is due within 30 days after
     submission and acceptance of claim.

     During the first quarter of 2001, the Company entered into a financial
     contribution agreement with the Government of Quebec, Canada. Under the
     agreement the Company agreed to open a contact center in Vaudreuil, Quebec,
     Canada for certain financial incentives. These incentives are based upon
     providing sustained employment for three years and are awarded based on
     each job created. The Company must maintain a minimum of 50 ongoing jobs
     but can create up to 626 for which it will receive financial contributions.
     If there is a decrease in cumulative jobs created, future reimbursement is
     limited until the Company exceeds previously reimbursed employment levels.
     As of September 30, 2002, the Company had applied for financial
     reimbursement for 389 jobs. The actual number of jobs at September 30, 2002
     was 331. No assistance from the Government of Quebec was recorded in the
     third quarter of 2002. The Company recorded $205,938 in assistance during
     the third quarter ended September 30, 2001. At September 30, 2002, $154,371
     was receivable under this agreement compared to $153,710 at December 31,
     2001. As of September 30, 2002, the Company had, under the Vaudreuil
     agreement, current deferred recognition of grant expense reimbursements
     totaling $497,250 compared to $493,799 as of December 31, 2001, as required
     to conform to the terms of the grant. Payment of the grants receivable as
     of September 30, 2002, were 30 days past due.

     During the first quarter of 2001, the Company entered into a financial
     contribution agreement with the Federal Government of Canada. Under the
     agreement, the Company agreed to create 437 fulltime equivalent jobs by the
     end of March 31, 2002 at its Sherbrooke, Quebec contact center. No
     assistance from the Government of Canada was recorded in the third quarter
     of 2002. For the nine months ended September 30, 2002, the Company recorded
     $32 in assistance from the Government of Canada. The Company recorded
     $131,402 in assistance in the third quarter of 2001. At September 30, 2002,
     $40,575 was receivable under this agreement compared to $180,798 at
     December 31, 2001. Payments of the grants receivable as of September 30,
     2002, are expected to be received within 60 days.

     During the year ended December 2000, the Company entered into a financial
     contribution agreement with the Government of Quebec, Canada to open a
     contact center in Sherbrooke, Quebec, Canada. These incentives are based
     upon providing sustained employment for two years and are awarded based on
     each job created. The Company must maintain a minimum of 50 ongoing jobs
     but can create up to 600 for which it will receive financial contributions.
     If there is a decrease in cumulative jobs created, future reimbursement is
     limited until the Company exceeds previously reimbursed employment levels.
     As of September 30, 2002, the Company had applied for financial
     reimbursement for 546 jobs. The actual number of jobs at September 30, 2002
     was 424. During the third quarter ended September 30, 2002, there was no
     assistance recorded from the Government of Canada. During the third quarter
     of 2001, $22,180 in total assistance was recorded. At September 30, 2002,
     $16,396 was receivable under this agreement compared to $342,833 at
     December 31, 2001. As of September 30, 2002, the Company had, under the
     Sherbrooke agreement, current deferred recognition of grant expense
     reimbursements totaling $460,022 compared to $456,731 at December 31, 2001,
     as required to conform to the terms of the grant. Payments of the grants
     receivable as of September 30, 2002, are expected to be received within 60
     days.

     Repayment of the above discussed grants may be required if the Company does
     not meet certain minimum job creation requirements. However, the Company
     continues to monitor this situation and believes that grants actually
     received are consistent with the Company's ability to meet

                                       9
<PAGE>

     applicable minimum requirements for such grants. Therefore the Company does
     not believe that any grant assistance received will be refunded.

(7)  RESTRUCTURING COSTS

     During the third quarter of 2002, the Company closed two of its small
     Midwest call centers and shifted the workflow to its larger facilities in
     order to maximize operating efficiencies. As a result, the Company recorded
     a restructuring charge of $11,025 related to occupancy costs. All charges
     remained as accrued liabilities as of September 30, 2002.

(8)  INCOME TAXES

     The Company evaluates a variety of factors in determining the amount of the
     deferred income tax assets to be recognized pursuant to SFAS No. 109,
     "Accounting for Income Taxes," including the Company's earnings history,
     the number of years the Company's operating loss and tax credits can be
     carried forward, the existence of taxable temporary differences, and
     near-term earnings expectations. In assessing the Company's ability to
     utilize deferred tax assets, management considers whether it is more likely
     than not that some portion or all of the deferred tax assets will not be
     realized. Management considers the scheduled reversal of deferred tax
     liabilities, projected future taxable income, and tax planning strategies
     in making this assessment. A valuation allowance of approximately
     $1,535,000, was recorded at September 30, 2002, primarily due to the
     uncertainty of whether a significant portion of the Company's net operating
     loss carry forwards may ultimately be realized. During the third quarter of
     2002, the Company also recorded an additional $195,000 in income tax
     expense related to its Canadian operations. During the second quarter of
     2002, the Company revised its strategy related to its Canadian income
     taxes, which resulted in a $568,000 reduction of deferred tax liabilities.
     Included in non-current deferred income tax liabilities at September 30,
     2002, are previously generated federal tax loss carry forwards of $210,000,
     which expire in 2018. The Company also has previously generated state tax
     loss carry forwards of $729,000, which expire in 2012 through 2016. In
     addition, as of September 30, 2002, the Company also had general business
     tax credit carry forwards of approximately $555,000, which expire in 2012
     through 2021 and alternative minimum tax credit carry forwards of $23,000,
     which are available to reduce future federal regular income taxes over an
     indefinite period.

(9)  RESTATEMENT

     Subsequent to the issuance of the Company's unaudited consolidated
     financial statements for the period ended September 30, 2002, the Company
     determined that a change during the second quarter of 2002 in the Company's
     strategy related to its Canadian income taxes (which change resulted in a
     reduction of deferred tax liabilities of $568,000) had not been
     appropriately recorded. As a result, the Company has restated its unaudited
     consolidated statement of operations for the three months ended September
     30, 2002 from amounts previously reported to properly account for its
     Canadian income taxes. There was no effect to the Company's consolidated
     financial statements as of and for the nine months ended September 30, 2002
     given the Company's recording of its valuation allowance as discussed in
     Note 8. A summary of the significant effects of the restatement is as
     follows:



                                                 As previously          As
                                                   reported          restated

For the three months ended September 30, 2002:
Income tax expense                               $   677,000        $ 1,245,000
Net loss                                         $(1,866,963)       $(2,434,963)
Loss per share - basic and diluted               $     (0.32)       $     (0.42)

                                       10
<PAGE>

PART 1 FINANCIAL INFORMATION
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
       OF OPERATIONS

OVERVIEW

     ACI Telecentrics, Incorporated (ACI) provides telephone-based sales and
marketing services, and internet-based customer servicing, primarily to the
telecommunications, financial services and publishing industries. ACI was
established in 1987 in Minneapolis, Minnesota. The Company currently operates
eight outbound contact centers and two inbound/outbound/internet services
contact centers; six of which are located in five Midwest states, one in the
state of California and three in the province of Quebec, Canada. The Company's
corporate, administrative and sales functions are headquartered in Minneapolis,
Minnesota. As of September 30, 2002, these 10 contact centers had 834 contacting
stations, and the Company had approximately 1,600 full and part-time employees.

     Revenue from telemarketing services is recognized as these services are
performed and is generally based on an hourly rate. Certain telemarketing
service revenues are performance-based. Cost of services includes compensation
and commissions for telephone sales representatives, payroll taxes and other
benefits associated with such personnel, telephone expenses and other direct
costs associated with providing services to customers. Selling, general and
administrative expenses include administrative, sales, marketing, occupancy,
depreciation and other indirect costs.

CRITICAL ACCOUNTING POLICIES

     The Company's significant accounting policies are described in Note 1 to
the Consolidated Financial Statements included in the 2001 Form 10-KSB. The
accounting policies used in preparing the interim 2002 consolidated financial
statements are the same as those described in the 2001 Form 10-KSB, except as
described in Note 2 of this report "New Accounting Pronouncements."

         In preparing the financial statements, the Company follows accounting
principles generally accepted in the United States of America, which in many
cases requires assumptions, estimates and judgments that affect the amounts
reported. Many of these policies are relatively straightforward. There are,
however, a few policies that are critical because they are important in
determining the financial condition and results of operations and they can be
difficult to apply. The most critical accounting policies applied in the
preparation of the Company's financial statements relate to:

     o    accounting for contingencies, under which the Company accrues an
          expense when it is probable that a liability has been incurred and the
          amount can be reasonably estimated;

     o    measuring impairment of long-lived assets

     o    accounting for economic development grants

     o    valuation allowance of deferred tax assets

     The difficulty in applying these policies arises from the assumptions,
estimates and judgments that have to be made currently about matters that are
inherently uncertain, such as future economic conditions, operating results and
valuations as well as management intentions. As the difficulty increases, the
level of precision decreases, meaning that actual results can and probably will
be different from those currently estimated. The Company bases its assumptions,
estimates and judgments on a combination of historical experiences and other
reasonable factors.

     Contingencies, by their nature, relate to uncertainties that require
management to exercise judgment both in assessing the likelihood that a
liability has been incurred as well as in estimating the amount of potential
expense.

                                       11
<PAGE>

     We review our long-lived assets, such as fixed assets and goodwill for
impairment whenever events or changes in circumstances indicate the carrying
value amount of an asset or group of assets may not be recoverable. We consider
a history of operating losses to be a primary indicator of potential asset
impairment. Assets are grouped and evaluated for impairment at the lowest level
for which there are identifiable cash flows. Fixed assets are deemed to be
impaired if a forecast of undiscounted future operating cash flows directly
related to such assets are less than its carrying amount.

     As discussed in Note 6 of Notes to Consolidated Financial Statements, the
Company has many grant agreements, which have various terms and requirements.
Most of the agreements require the Company to maintain a minimum number of
ongoing jobs and salary levels for a specific time period. The Company believes
that it has conformed with such agreements to date, however, significant
economic changes or the availability of labor in a call center market could
adversely affect the Company's ability to meet the agreement terms and
requirements in the future.

RESULTS OF OPERATIONS

     The following management's discussion and analysis of financial condition
and results of operations gives effect to the restatement discussed in Note 9 to
the unaudited consolidated financial statements.

THREE MONTHS ENDED SEPTEMBER 30, 2002, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

     REVENUE. Revenues for the third quarter ended September 30, 2002 decreased
$1,219,259, or 15% to $7,047,744 compared to third quarter 2001 revenues of
$8,267,003. Billable hours decreased by 9% when compared to the prior year
period. The decreases in revenues and billable hours can primarily be attributed
to the Company's financial services clients scaling back their marketing
campaigns due to the general instability of the economy. The Company operated an
average of 834 contact stations during the third quarter of 2002 compared to an
average of 840 for the same period in 2001.

     Telecommunications clients provided the largest portion of revenues during
the third quarter 2002, providing approximately 54% of revenues compared to
approximately 25% of revenues during the third quarter of 2001. In the third
quarter of 2001, financial services clients provided approximately 64% of
revenues compared to approximately 39% of revenues during the third quarter of
2002. During the third quarter of 2002 and 2001, the Company's largest client
represented approximately 24% and 19%, respectively, of total revenue. Other
industry segments and their percentages of third quarter revenue in 2002 and
2001 included publishing (2% and 5%) and other miscellaneous (5% and 6%),
respectively.

     COST OF SERVICES. Cost of services decreased by $1,459 for the third
quarter of 2002, to $4,388,525, when compared to $4,389,984 in the third quarter
of 2001. As a percentage of revenue, cost of services for the third quarter of
2002 increased by 9% to 62% compared to 53% in the third quarter of 2001. This
increase, as a percentage of revenue, was primarily the result of the effect of
the reduction of economic development grants reducing cost of services in the
third quarter of 2002 versus the third quarter of 2001. During the third quarter
of 2002 and 2001 economic development grants reduced cost of services by $89,501
and $359,520. respectively. In addition, as a percentage of revenue, long
distance telephone costs increased by 2% when comparing the third quarters of
2002 and 2001.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Total selling, general and
administrative expenses for the three months ended September 30, 2002 decreased
$157,389, or 4% to $3,788,162 from $3,945,551 during the same period of 2001. As
a percentage of revenue, selling, general and administrative expenses increased
6% to 54% in 2002 compared to 48% during the third quarter of 2001. The increase
in expenses, as a percentage of revenue, is primarily the result of salary and
related costs

                                       12
<PAGE>

decreasing slower than revenue and an increase in depreciation and repairs and
maintenance expenses associated with the Caplan contact center opened in June
2002.

     OPERATING LOSS. Due to the factors listed above, the Company incurred a
third quarter 2002 operating loss of $1,189,943, a $1,121,411 increase compared
to the third quarter 2001 operating loss of $68,532. As a percentage of revenue,
the operating loss was 17% during the 2002 quarter and 1% during the 2001
quarter. Operating loss for the third quarter of 2002 and 2001 would have been
$1,279,444 and $428,052, respectively, if the effect of economic development
grants is not considered.

     OTHER INCOME AND EXPENSES, NET. Net interest expense was $57,861 in the
third quarter of 2002 compared to $56,125 in the same period of 2001. Other
income, consisting of foreign currency translation income, was $57,841 in the
third quarter of 2002. Other expense, consisting of foreign currency translation
expense, was $63,770 in the same period of 2001.

     NET LOSS AND NET LOSS PER SHARE. Pretax loss for the three months ended
September 30, 2002 was $1,189,963, a $1,001,536 increase compared to pretax
losses of $188,427 in the same period of 2001. The Company recorded income tax
expense of $1,245,000 for the third quarter of 2002 compared to an income tax
benefit of $72,000 in the third quarter of 2001. Included in the third quarter
2002 income tax expense is a $1,535,000 valuation allowance and $195,000 for
income tax expense related to its Canadian operations. The valuation allowance
was primarily due to the uncertainty of whether a significant portion of the
Company's net operating loss carry forwards may ultimately be realized. During
the third quarters of 2002 and 2001, economic development grants of $89,501 and
$359,520, respectively, were recorded as a reduction in expenses. The pretax
loss for the third quarter of 2002 and 2001 would have been $1,279,464 and
$547,947 respectively, if the economic development grants were not considered.
The net loss for the third quarter of 2002 was $2,434,963, or $.42 per share on
a basic and diluted basis compared to a net loss of $116,427, or $.02 per share
on a basic and diluted basis in the third quarter of 2001. When the effect of
the economic development grants is not considered, the net loss for the third
quarter of 2002 and 2001 would have been $2,486,464 and $338,947, or $.43 and
$.06 per share on a basic and diluted basis, respectively.

NINE MONTHS ENDED SEPTEMBER 30, 2002, COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

     REVENUE. Revenues for the nine months ended September 30, 2002 decreased
$3,712,907 or 14% to $22,021,672, compared to 2001 revenues of $25,734,579.
Billable hours decreased 10% when compared to the prior year period. The
decreases in revenues and billable hours can primarily be attributed to the
Company's financial services clients scaling back their marketing campaigns and
competitive selling price due to the general instability of the economy. The
Company operated an average of 807 contact stations during the first nine months
of 2002 compared to 832 during the first nine months of 2001.

     Telecommunications clients provided the largest portion of revenues during
the first nine months of 2002, providing approximately 46% of revenues. During
the first nine months of 2001, telecommunications clients provided approximately
46% of revenues. During the nine months ended September 30, 2002 and 2001, the
Company's largest client represented approximately 16% and 17%, respectively, of
total revenue. Other industry segments and their percentages of revenue in 2002
include financial services (43%), publishing (5%), and other miscellaneous (6%).
Other industry segments and their percentages of revenue in 2001 include
financial services (43%), publishing (7%), and other miscellaneous (4%).

     COST OF SERVICES. Cost of services for the nine months ended September 30,
2002 increased $93,815, or 1% to $13,248,259 compared to $13,154,444 during the
2001 period. As a percentage of

                                       13
<PAGE>

revenue, cost of services for the nine months ended September 30, 2002 increased
by 9% to 60% compared to 51% in the nine month period ended September 30, 2001.
This increase, as a percentage of revenue, was primarily the result of the
effect of the reduction of economic development grants reducing cost of services
for the nine months of 2001 versus the nine months of 2002. During the nine
months ended 2002 and 2001 economic development grants reduced cost of services
by $103,259 and $1,630,087, respectively. In addition, as a percentage of
revenue, long distance telephone costs were increased by 1% compared to the nine
months ended 2001.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Total selling, general and
administrative expenses for the first nine months of 2002 decreased by $398,399,
or 3% to $11,008,517, from $11,406,916 during 2001. During the nine months ended
2001 economic development grants reduced selling, general, and administrative
expenses by $254,753. Without taking into effect the reduction of expenses by
economic development grants comparing the nine months of 2002 to 2001, selling
general, and administrative expenses were reduced by $653,152 or 6%. This
reduction in expenses resulted primarily from reduced personnel costs. As a
percentage of revenue, selling, general and administrative expenses without the
reduced effect of $254,753 in economic development grants in 2001, increased by
5% to 50% in 2002 compared to 45% during the same period of 2001. The increase
in selling, general and administrative expenses, as a percentage of revenue when
comparing 2002 to 2001, also reflect reduced revenues for the nine months of
2002.

     OPERATING (LOSS) INCOME. As a result of the factors listed above, the
operating loss for the first nine months of 2002 was $2,296,104, a $3,469,323
decrease compared to 2001 operating income of $1,173,219. As a percentage of
revenue, the operating loss was 10% for the nine months ended September 30, 2002
compared to operating income of 5% for the nine months ended September 30, 2001.
The Company would have had an operating loss for 2002 and 2001 of $2,399,363 and
$711,611, respectively, if the effect of the economic development grants were
not considered.

     OTHER INCOME AND EXPENSES, NET. Net interest expense was $143,125 in 2002
compared to $211,228 in 2001. The decrease in net interest expense was the
result of decreased borrowing activity under the Company's line of credit and
equipment lease financing. Other income, consisting of foreign currency
translation income, was $505 for the nine months ended September 30, 2002. Other
expense, consisting of foreign currency translation expense, was $135,967 for
the nine months ended September 30, 2001.

     NET (LOSS) INCOME AND NET (LOSS) INCOME PER SHARE. Pretax loss for the
first nine months of 2002 was $2,438,724, a $3,264,748 decrease compared to
pretax income of $826,024 in the same period of 2001. The Company recorded
income tax expense of $195,000 and $324,000 in 2002 and 2001, respectively. The
pretax loss for the first nine months of 2002 and 2001 would have been
$2,541,983 and $1,058,806, respectively, if the effect of the economic
development grants were not considered. Income tax expense for 2002 would have
been $151,000 when the effect of the economic development grants is not
considered. Income tax benefit for 2001 would have been $413,000, when the
effect of the economic development grants is not considered. Net loss for the
first nine months of 2002 was $2,633,724 or $.46 per share on a basic and
diluted basis compared to net income of $502,024, or $.09 per basic share basis
and $.08 per diluted share basis in 2001. When the effect of the economic
development grants is not considered, the net loss for 2002 would have been
$2,692,983 or $.47 per share on a basic and diluted basis. When the effect of
the economic development grants is not considered, the net loss for 2001 would
have been $645,806, or $.11 per share on a basic and diluted share basis.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has historically used cash from operating activities, bank
borrowings, capital leases, public sector economic development grants, and
private sector financing received in connection with the opening of contact
centers as its primary sources of liquidity. Over the last year, the Company has
not generated sufficient cash from operating activities The Company operated
under a $4,000,000 Revolving Credit Loan Agreement dated June 2002. The loan
accrued interest at the prime rate on outstanding borrowings. The borrowing base
is secured by certain accounts receivable. The Revolving

                                       14
<PAGE>

Credit Loan Agreement requires the Company to meet certain financial covenants,
which are calculated based upon total debt levels, tangible net worth, debt
service, capital expenditures, and working capital. As of September 30, 2002,
the Company was in violation of several of these covenants. As a result, the
Company is in default on the $4,000,000 Revolving Credit Loan Agreement.

     The Company's lender has notified the Company that it was willing to
consider delaying the exercise of its rights under the Revolving Credit Loan
Agreement. In consideration, while a permanent agreement is being negotiated,
the Company is currently operating under a temporary $2,500,000 amended
Revolving Credit and Forbearance Loan Agreement dated November 2002, which
expires on April 30, 2003. The loan accrues interest at the Prime rate plus 2%
on outstanding borrowings. The Prime rate was 4.75% at September 30, 2002. The
borrowing base of this temporary agreement is secured by certain accounts
receivable. In addition, the temporary loan agreement contains provisions
requiring the Company to comply with certain financial covenants, which are
calculated based upon total debt levels, tangible net worth, debt service,
capital expenditures, and working capital including prohibiting of the payment
of cash dividends without the bank's consent. At September 30, 2002, the Company
had outstanding borrowings of $1,957,704 under the Revolving Credit Loan
Agreement with an available credit line of $542,296 pursuant to the proposed
terms of the forbearance agreement. The Company anticipates that it will
continue to be in violation of debt service covenants through the revolving loan
agreement expiration date of April 30, 2003. As a result, the Company is seeking
alternative lenders; however, there is no assurance that the Company can reach
an agreement.

     At September 30, 2002, the Company had cash and cash equivalents of
$1,714,352 compared to $1,459,214 at December 31, 2001. For the nine months
ended September 30, 2002, cash used by operating activities was $922,646
compared to cash provided by operating activities of $6,361,020 in the 2001
period. Included in cash used by operating activities in the 2002 period is
$135,733 of net changes in working capital components (primarily an increase in
trade receivables and income tax receivables), non-cash net charges of $31,616
and a net loss of $2,633,724. Depreciation of $1,815,195 partially offsets this
decrease in cash. For the nine months ended September 30, 2001, cash provided by
operating activities was $6,361,020. Included in cash provided by operating
activities was $4,216,177 of changes in working capital components related to
the growth of the Company, depreciation of $1,667,071 and net income of
$502,024. Cash used by non-cash net charges of $24,252 partially offset this
increase in cash.

     Net cash used by investing activities in the nine months of 2002 and 2001
was $638,998 and $2,415,410, respectively. The primary use of cash by investing
activities during 2002 was purchases of property and equipment related to the
Caplan contact center opened in June 2002. During the 2001 period, the primary
uses of cash by investing activities included expenditures for property and
equipment of $2,971,805, which was offset by a decrease of $556,395 in deposits
on equipment and technology.

     Net cash provided by financing activities during the nine months ended
September 30, 2002 was $1,816,782. During the nine months ended September 30,
2001, the net cash used by financing activities was $2,751,093. Cash from
financing activities during the first nine months of 2002 consisted primarily of
$1,957,704 of net borrowings under the Company's revolving line of credit. Cash
provided by financing activities in 2002 was offset by net repayment of $140,922
of capital leases. The primary uses of cash during the first nine months of 2001
were $2,501,617 of net repayments under the Company's revolving line of credit
and term note and repayments of $458,744 of capital leases. Cash used by
financing activities in 2001 was partially offset by proceeds of $202,634 from
equipment acquired through capital leases and proceeds of $6,634 from the
issuance of common stock under the Company's Employee Stock Purchase Plan.

     During the nine months ending September 30, 2002 and 2001, the Company
acquired assets, at a cost of $443,100 and $826,193, through capital leases.

                                       15
<PAGE>

     As a result, net cash and cash equivalents increased by $255,138 and
1,194,517 during the nine months ended September 30 of 2002 and 2001,
respectively. The Company believes that funds which should be generated from
future operations, amounts available under the revolving line of credit
agreement, amounts receivable from economic development grants for new jobs
created and funds obtained through equipment financing leases mat not be
sufficient to finance its current and future business operations, including
working capital requirements.

QUARTERLY RESULTS

     The telemarketing industry tends to be slower in the first and third
quarters of the year because client marketing and customer service programs are
typically slower in the post-holiday and summer months. The Company has
experienced, and expects to continue to experience, quarterly fluctuations in
revenues and operating income principally as a result of the timing of clients'
telemarketing campaigns, the commencement of new contracts, changes in the
Company's revenue mix, opening of new contact centers, and the additional
selling, general and administrative expenses to acquire and support such new
business.

OUTLOOK

     Certain statements made in this Form 10-Q / A, including those made in the
second paragraph of this "Outlook" section are "forward-looking statements" made
under the safe harbor provision of the Securities Litigation Reform Act. Such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
such statements.

     The Company's ability to continue to operate its business depends on its
ability to generate revenues from future operations, which depend in part on
economic, competitive and regulatory conditions and on its ability to operate
the business in compliance with its loan covenants. During the past year, the
Company has not generated sufficient cash from operations to support liquidity
requirements, and therefore, has utilized its revolving line of credit to meet
cash requirements. Due to its violation of debt covenants, the Company is
negotiating and tentatively reached an amended revolving line of credit
forbearance agreement of $2,5000,000, which had a remaining credit line
availability of $542,296 as of September 30, 2002. The Company is also
attempting to determine when it can expect to receive payment of $778,085 on
certain economic development grants submitted to the Government of Canada of
which $138,800 is thirty days past due. Receipt of such grant payments will have
a critical impact on the Company's cash flow resources. The Company will face a
cash flow shortage if the Company's lender does not agree to forbearance on
terms that give the Company access to its working capital line, and/or if the
foregoing anticipated grant proceeds are not received during the fourth quarter
of 2002. Based on the Company's inability to meet future debt covenants
discussed in Note # 5 to the Consolidated Financial Statements (Line of Credit),
and in the Liquidity and Capital Resources section, the Company is seeking
alternative financing to meet the current liquidity and capital resources for
future cash flow requirements; however, there is no assurance that the Company
can reach an agreement with a lender. In the event that a lender is not
available, the Company is presently negotiating with asset lenders to meet
future cash flow requirements.

     Management's believes that any grant assistance received will not be
refundable. This belief depends on the Company's ability to continue to meet
designated job creation and other requirements, which in turn depends on general
business, economic and competitive conditions largely out of the Company's
control. In June 2002, the Company opened and initiated future expansion plans
for a new 110-seat contact center in Caplan, Quebec, Canada for which it expects
to receive $551,245 in cash in the fourth quarter of 2002, which is discussed
above and in note #6 of the Consolidated Financial Statements. In the second
quarter of 2003, the Company has agreed to expand this facility and is expected
to require additional capital expenditures.

                                       16
<PAGE>

     There is no assurance that the Company's marketing efforts will generate
new business or that businesses will continue to outsource their telemarketing
needs. As is common in the telemarketing industry, although the Company's
projects are often subject to formal contracts, the agreements with its clients
do not assure that ACI will generate a specific level of revenue, do not
designate ACI as the client's exclusive service provider, and are terminable by
the client on relatively short notice and without penalty. In addition, the
amount of revenues ACI generates from a particular client generally is dependent
upon the interest of the client's customer in, and use of, the client's products
or services. While the Company anticipates an increase in demand for its
services in 2003, there is no assurance that the Company will be able to hire
and train sufficient telemarketing sales representatives to fully utilize the
capacity to meet anticipated increased demands for the Company's services. In
addition, a number of states have enacted or are considering legislation to
regulate telemarketing. For example, several states impose license or bond
requirements upon telemarketers. There are also several states that publish and
maintain a state run "Do Not Call List." The Company subscribes to these lists.
All telephone numbers to be called by ACI are cross referenced against the "Do
Not Call" lists. "Do Not Call" numbers are then stricken from the lists of
telephone numbers to be called by ACI. From time to time bills are introduced in
the U.S. Congress or state legislatures that could further regulate certain
aspects of the telemarketing business. The Company cannot predict whether any
such proposed legislation will become law or what affect such laws would have on
the business of the Company.

INFLATION

     Inflation has not had a material impact on operating results and the
Company does not expect it to have a significant impact in the future. However,
there can be no assurance that the Company's business will not be affected by
inflation in the future.

ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ON MARKET RISK

     The Company has no history of, and does not anticipate in the future,
investing in derivative financial instruments, derivative commodity instruments
or other such financial instruments. Transactions with international customers
are entered into in U.S. dollars, precluding the need for foreign currency
hedges. As a result, the exposure to market risk is not material.

ITEM 4 CONTROLS AND PROCEDURES

     Our management, including Chief Executive Officer Rick N. Diamond and Chief
Financial Officer William Nolte, have evaluated our disclosure controls and
procedures within the 90 days proceeding the date of this filing. Under rules
promulgated by the SEC, disclosure controls and procedures are defined as those
"controls or other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports filed or
submitted by it under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and
forms." Based on the evaluation of our disclosure controls and procedures,
management determined that such controls and procedures were effective as of
November 6, 2002, the date of the conclusion of the evaluation.

     Further, there were no significant changes in the internal controls or in
other factors that could significantly affect these controls after November 6,
2002, the date of the conclusion of the evaluation of disclosure controls and
procedures.

ITEM 5 RESIGNATION OF CHIEF OPERATING OFFICER

     Subsequent to September 30, 2002, Dana Olson, Chief Operating Officer
resigned from the Company. Dana Olson has been retained on a part time basis for
six months.

                                       17
<PAGE>

PART II   OTHER INFORMATION

ITEM 1-5  NOT APPLICABLE


ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K.
     (a)  Exhibits:
          99.1 Certification of Chief Executive Officer
          99.2 Principal Accounting Officer

     (b)  Reports on Form 8-K
          No reports on Form 8-K have been filed during the quarter for which
          this report is filed.










                                       18
<PAGE>

SIGNATURES


     Pursuant to the requirements 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.

                                       ACI TELECENTRICS, INCORPORATED
                                       Registrant



Dated: /s/ May 30, 2003                By:  /s/ RUSSELL JACKSON
       --------------------                 ------------------------------------
                                            Russell Jackson
                                            Principal Accounting Officer



Dated: /s/ May 30, 2003                By:  /s/ RICK N. DIAMOND
       --------------------                 ------------------------------------
                                            Rick N. Diamond
                                            Chief Executive Officer and Director










                                       19
<PAGE>

CERTIFICATION
-------------

I, Rick N. Diamond, the Chief Executive Officer of ACI Telecentrics, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-Q /A of ACI Telecentrics,
Inc.;

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

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

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

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

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

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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

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

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

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


Dated: /s/ May 30, 2003                             By:  /s/ RICK N. DIAMOND
       --------------------                              -----------------------
                                                         Rick N. Diamond
                                                         Chief Executive Officer



                                       20
<PAGE>

CERTIFICATION
-------------

I, Russell Jackson, Principal Accounting Officer of ACI Telecentrics, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-Q /A of ACI Telecentrics,
Inc.;

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

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

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

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

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

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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

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

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

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


Dated: /s/ May 30, 2003                        By:  /s/ RUSSELL JACKSON
       --------------------                         ----------------------------
                                                    Russell Jackson
                                                    Principal Accounting Officer



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<PAGE>

                                  EXHIBIT INDEX
                                  -------------

                             ACI TELECENTRICS, INC.

                FORM 10-Q/A FOR QUARTER ENDED SEPTEMBER 30, 2002



EXHIBIT NO.                         DESCRIPTION

99.1             Certification of Chief Executive Officer
99.2             Certification of  Principal Accounting Officer















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