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 June 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 August 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           10


PART II OTHER INFORMATION

Items 1 through Item 3 and Item 5 have been omitted since all items are
inapplicable or answers negative.

Item 4     Submission of Matters to a Vote of Security Holders           17
Item 6     Exhibits and reports on Form 8-K                              17

Signature Page                                                           18

                                       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>
                                                                            June 30,             December 31,
                                                                              2002                   2001
                                                                           -----------           -----------
ASSETS                                                                   (As restated -
                                                                           see Note 9)
<S>                                                                        <C>                   <C>
CURRENT ASSETS:
   Cash and cash equivalents                                               $ 1,076,826           $ 1,459,214
   Trade receivables, less allowance for doubtful
        accounts of $228,874 and $199,000, respectively                      5,494,909             3,691,111
   Deferred income taxes                                                       911,000               911,000
   Prepaid expenses                                                            171,408               141,120
   Grant receivable                                                            509,758               677,341
   Income taxes receivable                                                     389,966
   Other current assets                                                            763                 1,110
                                                                           -----------           -----------
              Total current assets                                           8,554,630             6,880,896

Property and equipment, net of accumulated depreciation                      4,903,986             6,094,392

Other assets                                                                   356,675               140,360
                                                                           -----------           -----------
TOTAL ASSETS                                                               $13,815,291           $13,115,648
                                                                           ===========           ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Revolving line of credit                                                $ 1,848,927
   Trade accounts payable                                                    1,228,913           $ 1,481,408
   Accrued compensation                                                        952,375               746,630
   Accrued expenses                                                            174,338               281,266
   Income taxes payable                                                                               92,282
   Current portion capital lease obligations                                   570,027               669,731
   Current portion deferred grants                                           1,315,218             1,070,530
                                                                           -----------           -----------
              Total current liabilities                                      6,089,798             4,341,847

LONG-TERM LIABILITIES:
   Capital lease obligations, less current portion                             512,668               774,217
   Deferred grants, less current portion                                                              20,000
   Deferred income taxes                                                       491,000             1,059,000
                                                                           -----------           -----------
              Total long-term liabilities                                    1,003,668             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                                                            61,836               260,595
                                                                           -----------           -----------
Total shareholders' equity                                                   6,721,825             6,920,584
                                                                           -----------           -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $13,815,291           $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                     Six Months Ended
                                                          June 30,                               June 30,
                                                ----------------------------          -----------------------------
                                                    2002            2001                 2002              2001
                                                ------------    ------------          ------------     ------------
                                                (As restated -                        (As restated -
                                                 see Note 9)                           see Note 9)
<S>                                             <C>             <C>                   <C>              <C>
TELEMARKETING REVENUES
     Outbound revenue                           $  6,738,785    $  8,958,062          $ 13,330,977     $ 17,113,356
     Inbound revenue                                 989,776         173,900             1,642,951          354,220
                                                ------------    ------------          ------------     ------------
     Total revenue                                 7,728,561       9,131,962            14,973,928       17,467,576
                                                ------------    ------------          ------------     ------------

COST OF SERVICES                                   4,501,287       4,604,040             8,859,734        8,764,460

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                          3,559,000       3,941,414             7,220,355        7,461,365
                                                ------------    ------------          ------------     ------------

OPERATING (LOSS) INCOME                             (331,726)        586,508            (1,106,161)       1,241,751

OTHER INCOME (EXPENSE)
     Interest income                                   3,703          12,173                 5,197           15,227
     Interest expense                                (45,911)        (75,432)              (90,461)        (170,330)
     Other, net                                      (34,337)        (20,915)              (57,336)         (72,197)
                                                ------------    ------------          ------------     ------------
       Total other expense                           (76,545)        (84,174)             (142,600)        (227,300)
                                                ------------    ------------          ------------     ------------

(LOSS) INCOME  BEFORE INCOME TAXES                  (408,271)        502,334            (1,248,761)       1,014,451

INCOME TAX (BENEFIT) EXPENSE                        (728,000)        196,000            (1,050,000)         396,000
                                                ------------    ------------          ------------     ------------

NET (LOSS) INCOME                               $    319,729    $    306,334          $   (198,761)    $    618,451
                                                ============    ============          ============     ============

(LOSS) EARNINGS PER SHARE:
     Basic                                      $        .06    $        .05          $       (.03)    $        .11
                                                ============    ============          =============    ============
     Diluted                                    $        .06    $        .05          $       (.03)    $        .11
                                                ============    ============          =============    ============

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING:
     Basic                                         5,781,485       5,781,416             5,781,485        5,781,450
                                                ============    ============          ============     ============
     Diluted                                       5,789,735       5,924,994             5,781,485        5,869,573
                                                ============    ============          ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                Six Months Ended June 30,
                                                                           ----------------------------------
                                                                                2002                2001
                                                                           -------------        -------------
                                                                           (As restated -
                                                                            see Note 9)
<S>                                                                        <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                          $    (198,761)       $     618,451
Adjustments to reconcile net (loss) income to net cash
        (used in) provided by operating activities:
     Depreciation                                                              1,210,502            1,096,188
     Provision for losses on accounts receivable                                  30,000               41,668
     Amortization of deferred grant revenue                                      (70,000)             (70,000)
     Deferred income taxes                                                      (568,000)                  --
     Loss on disposal of equipment                                                36,642                3,511
     Changes in operating assets and liabilities:
        Trade receivables                                                     (1,833,798)           1,966,808
        Prepaid expenses                                                         (30,288)             (26,167)
        Grant receivable                                                         167,583           (1,737,296)
        Other current assets                                                         347              430,154
        Deferred grants                                                          294,688            1,026,094
        Trade accounts payable, accrued compensation
             and accrued expenses                                              (153, 678)             153,974
        Income tax (receivable) payable                                         (482,248)             399,196
                                                                           -------------        -------------
              Net cash (used in) provided by operating activities             (1,597,011)           3,902,581
                                                                           -------------        -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                          (56,736)          (1,888,274)
     Increase in deposits                                                       (216,315)            (214,668)
                                                                           -------------        -------------
              Net cash used in investing activities                             (273,051)          (2,102,942)
                                                                           -------------        -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from revolving line of credit                                    7,581,767           10,635,150
     Payments on revolving line of credit                                     (5,732,840)         (13,119,156)
     Proceeds from term note                                                                          763,000
     Net proceeds from issuance of common stock                                                         6,634
     Proceeds from equipment acquired through
        capital leases                                                                                260,276
     Repayments of capital leases                                               (361,253)            (292,824)
                                                                           -------------        -------------
              Net cash provided by (used in) financing activities              1,487,674           (1,746,920)
                                                                           -------------        -------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                            (382,388)              52,719

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               1,459,214              100,607
                                                                           -------------        -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $   1,076,826        $     153,326
                                                                           =============        =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  NON CASH INVESTING AND FINANCING TRANSACTIONS:
     Equipment acquired through capital leases                                        --        $     536,432
     Deposits funded through capital leases                                $     177,688        $     232,119

   CASH PAID FOR INTEREST AND TAXES:
     Income taxes paid net of refunds received                             $      19,050        $      16,850
     Cash paid for interest                                                $      90,461        $     170,330
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5

<PAGE>

                         ACI TELECENTRICS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                THREE AND SIX MONTHS ENDED JUNE 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 six months
     ended June 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. The
     adoption of this standard on January 1, 2002 did not have an effect on our
     historical consolidated results of operations, financial position and cash
     flows.

                                       6

<PAGE>

(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 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                   Six Months Ended
                                                                    June 30,                            June 31,
                                                             2002              2001              2002              2001
                                                             ----              ----              ----              ----
<S>                                                        <C>               <C>               <C>               <C>
     Weighted average common shares outstanding            5,781,485         5,781,416         5,781,485         5,781,450
     Effect of dilutive stock options                          8,250           143,578                --            88,123
                                                          ----------        ----------        ----------        ----------
                                                           5,789,735         5,924,994         5,781,485         5,869,573
                                                          ==========        ==========        ==========        ==========
</TABLE>

     Due to the net loss for the six months ended June 30, 2002, a total of
     722,750 stock options have been excluded from the calculation of diluted
     earnings per share because to do so would have been antidilutive.

(4)  PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at:

<TABLE>
<CAPTION>
                                                             June 30, 2002         December 31, 2001
                                                             -------------         -----------------
<S>                                                          <C>                       <C>
     Furniture                                                $  1,873,319              $  1,862,921
     Equipment                                                   8,350,736                 8,364,599
     Capitalized software costs                                    623,807                   623,807
     Leasehold improvements                                        419,040                   415,340
                                                              ------------              ------------
                                                                11,266,902                11,266,667
     Less accumulated depreciation and amortization              6,362,916                 5,172,275
                                                              ------------              ------------
     Net property and equipment                               $  4,903,986              $  6,094,392
                                                              ============              ============
</TABLE>

     At June 30, 2002 and December 31, 2001, the Company had furniture and
     equipment under capitalized leases totaling $2,534,748 with accumulated
     depreciation of $1,241,600 and $936,093, respectively, which are included
     in the table above.

(5)  LINE OF CREDIT

     The Company currently operates under a $4,000,000 Revolving Credit Loan
     Agreement dated August 16, 2001. The loan accrues interest at the prime
     rate on outstanding borrowings. The prime rate was 4.75% at June 30, 2002.
     The borrowing base is secured by certain accounts receivable. The loan
     agreement also contains provisions requiring compliance with certain
     financial covenants including prohibiting the payment of cash dividends
     without the bank's consent. The Revolving Credit Loan Agreement expires on
     April 30, 2003. At June 30, 2002, the Company had outstanding borrowings of
     $1,848,927 under the Revolving Credit Loan Agreement with an available
     credit line of $2,151,073.

     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. The Company was in violation of one of their debt

                                        7

<PAGE>

     covenants at June 30, 2002. The lender subsequently waived this covenant
     violation on August 13, 2002.

(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. No assistance from the Government of Quebec was
     recorded in the second quarter of 2002. At June 30, 2002, $272,882 was
     receivable under this agreement. As of June 30, 2002, the Company had
     current and non-current deferred recognition of grant reimbursements
     totaling $245,594 as required to conform to the terms of the grant. Payment
     for jobs created during the second 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 center located in Caplan, Quebec. During the second quarter of
     2002, the Company recorded $13,726 in assistance from Emploi Quebec. At
     June 30, 2002, $16,183 was receivable under this agreement. Payment for
     jobs created during the second 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.
     No assistance from the Government of Quebec was recorded in the second
     quarter of 2002. The Company recorded $399,887 in assistance during the
     second quarter ending June 30, 2001. At June 30, 2002, $161,201 was
     receivable under this agreement compared to $153,710 at December 31, 2001.
     As of June 30, 2002, the Company had current and noncurrent deferred
     recognition of grant reimbursements totaling $519,251 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 June 30, 2002, are expected to be
     received at various dates over the next nine months.

     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. During the
     second quarter of 2002, $32 in assistance was recorded from the Government
     of Canada. The Company recorded $182,266 in assistance in the second
     quarter of 2001. At June 30, 2002, $42,371 was receivable under this
     agreement compared to $180,798 at December 31, 2001. Payments of the grants
     receivable as of June 30, 2002, will be received within 90 days.

     During the year ended 2000, the Company entered into a financial
     contribution agreement with the Government of Quebec, Canada to open a
     contact center in Sherbrooke, Quebec, Canada.

                                       8

<PAGE>

     During the second quarter ended June 30, 2002, there was no assistance
     recorded from the Government of Canada. During the second quarter of 2001,
     $22,157 in total assistance was recorded. At June 30, 2002, $17,121 was
     receivable under this agreement compared to $342,833 at December 31, 2001.
     As of June 30, 2002, the Company had current and noncurrent deferred
     recognition of grant reimbursements totaling $480,375 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 June 30, 2002, are expected to be
     received within ninety days.

     A repayment of the above discussed grants may be required if the Company
     does not meet certain minimum job creation requirements. However, the
     management of the Company continues to monitor this situation and believes
     that grants actually received are consistent with the Company's ability to
     meet applicable minimum requirements for such grants as such requirements
     are in effect at the time of receipt. Therefore management does not believe
     that any grant assistance received will be refundable.

(7)  TRANSFER OF FACILITIES

     During the first quarter of 2002, the Company completed a contractual
     agreement to transfer operations and certain assets of three small
     operational facilities to new ownership. The Company has shifted the
     workflow to its larger facilities in order to maximize operating
     efficiencies.

(8)  INCOME TAXES

     The Company evaluates a variety of factors in determining the amount of
     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.

(9)  RESTATEMENT

     Subsequent to the issuance of the Company's unaudited consolidated
     financial statements for the period ended June 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
     $568,000 reduction of deferred tax liabilities) had not been appropriately
     recorded. As a result, the Company has restated its unaudited consolidated
     financial statements as of and for the three and six months ended June 30,
     2002 from amounts previously reported to properly account for its Canadian
     income taxes. A summary of the significant effects of the restatement is as
     follows:

<TABLE>
<CAPTION>
                                                     As previously              As restated
                                                       reported
<S>                                                    <C>                       <C>
     For the three months ended June 30, 2002:
     Income tax benefit                                $  160,000                $  728,000
     Net income (loss)                                 $ (248,271)               $  319,729
     Income (loss) per share - basic and diluted       $    (0.04)               $     0.06

     For the six months ended June 30, 2002:
     Income tax benefit                                $  482,000                $1,050,000
     Net loss                                          $ (766,761)               $ (198,761)
     Loss per share - basic and diluted                $    (0.13)               $    (0.03)

     As of June 30, 2002:
     Deferred income taxes - long term                 $1,059,000                $  491,000
     Retained earnings (deficit)                       $ (506,164)               $   61,836
     Total Shareholders' equity                        $6,153,825                $6,721,825
</TABLE>

                                       9

<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 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 June 30, 2002, these 10 contact centers had 834 contacting stations, and
the Company had approximately 1,700 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

                                       10
<PAGE>

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.

     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.

     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.

RESULTS OF OPERATIONS

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

     REVENUE. Revenues for the second quarter ended June 30, 2002 decreased
$1,403,401, or 15% to $7,728,561 compared to second quarter 2001 revenues of
$9,131,962. Billable hours decreased by 12% 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 760 contact stations during the second quarter of 2002 compared to an
average of 829 for the same period in 2001.

     Telecommunications clients became the largest segment of revenues during
the second quarter 2002 by providing approximately 52% of second quarter 2002
revenues compared to approximately 26% of revenues during the second quarter of
2001. In the previous year's second quarter of 2001, financial services clients
provide approximately 67% of revenues compared to approximately 38% of revenues
during the second quarter of 2002. During the second quarter of 2002 and 2001,
the Company's largest client represented approximately 21% and 18%,
respectively, of total revenue. Other industry segments and their percentages of
revenue in 2002 include publishing (5%) and other miscellaneous (5%). In 2001,
other industry segments and their percentage of revenue included publishing (6%)
and other miscellaneous (1%).

     COST OF SERVICES. Cost of services decreased by $102,753 for the second
quarter of 2002, or 2% to $4,501,287, when compared to $4,604,040 in the second
quarter of 2001. As percentage of revenue, cost of services for the second
quarter of 2002 increased by 8% to 58% compared to 50% in the second 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 second quarter of 2001 versus the second quarter of 2002. During the
second quarter of 2002 and 2001 economic development grant

                                       11

<PAGE>

reduced cost of services by $13,758 and $604,310, respectively. In addition, as
a percentage of revenue, long distance telephone costs were reduced by 10% when
comparing the second quarters of 2002 and 2001 as an offset to the increase in
cost of services when comparing second quarter 2002 versus second quarter 2001
with economic development grants.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Total selling, general and
administrative expenses for the three months ended June 30, 2002 decreased
$382,414, or 10% to $3,559,000 from $3,941,414 during the same period of 2001.
As a percentage of revenue, selling, general and administrative expenses
increased 3% to 46% in 2002 compared to 43% during the second quarter of 2001.
The increase in expenses, as a percentage of revenue, is primarily the result of
depreciation expense associated with the contact center opened in January 2001,
relocation of one contact center and upgraded technology installed during 2001.

     OPERATING (LOSS) INCOME. Due to the factors listed above, the Company
recorded second quarter 2002 operating loss of $331,726, a $918,234 decrease
compared to the second quarter 2001 operating income of $586,508. As a
percentage of revenue, the operating loss was 4% during the 2002 quarter and the
operating income was 6% during the 2001 quarter. Operating loss for the second
quarter of 2002 and 2001 would have been $345,484 and $17,802, respectively, if
the effect of economic development grants is not considered.

     OTHER INCOME AND EXPENSES, NET. Other expenses were $76,545 in 2002 and
$84,174 in 2001. Net interest expense was $42,208 in the second quarter of 2002
compared to $63,259 in the same period of 2001. The decrease in net interest
expense was the result of decreases in borrowing activity under the Company's
line of credit. Other expenses increased due to an increase in foreign currency
translation expense.

     INCOME TAXES. 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.

     NET (LOSS) INCOME AND NET (LOSS) INCOME PER SHARE. Pretax loss for the
three months ended June 30, 2002 was $408,271, a $910,605 decrease compared to
pretax income of $502,334 in the same period of 2001. The Company recorded
income tax benefit of $728,000 for the second quarter of 2002 and income tax
expense of $196,000 in the second quarter of 2001. During the second quarters of
2002 and 2001, economic development grants of $13,758 and $604,310,
respectively, were recorded as a reduction in expenses. The pretax loss for the
second quarter of 2002 and 2001 would have been $422,029 and $101,976
respectively, if the economic development grants were not considered. The net
income for the second quarter of 2002 and 2001 was $319,729, and $306,334or $.06
and $.05 per share on a basic and diluted basis. When the effect of the economic
development grants is not considered, the net income (loss) for the second
quarter of 2002 and 2001 would have been $ 310,971 and ($61,976), or $.05 and
($.01) per share on a basic and diluted basis, respectively.

SIX MONTHS ENDED JUNE 30, 2002, COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

     REVENUE. Revenues for the six months ended June 30, 2002 decreased
$2,493,648 or 14% to $14,973,928, compared to 2001 revenues of $17,467,576.
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 794 contact stations during the first six months
of 2002 compared to 829 during the first six months of 2001.

     Financial services clients provided approximately 45% of the 2002 six month
revenues compared to approximately 65% of 2001 revenues. During the six months
ended June 30, 2002 and 2001, the

                                       12
<PAGE>

Company's largest client represented approximately 16% and 18%, respectively, of
total revenue. Other industry segments and their percentages of revenue in 2002
include telecommunications (42%) and publishing (6%).

     COST OF SERVICES. Cost of services for the six months ended June 30, 2002
increased $ 95,274, or 1% to $8,859,734 compared to $8,764,460 during the 2001
period. As percentage of revenue, cost of services for the six months ended June
30, 2002 increased by 9% to 59% compared to 50% in the second 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 for
the six months of 2001 versus the six months of 2002. During the six months
ended 2002 and 2001 economic development grant reduced cost of services by
$13,758 and $1,270,567, respectively. In addition, as a percentage of revenue,
long distance telephone costs were reduced by 4% when comparing the six months
ended June 30, 2002 and 2001 as a offset to the increase in cost of services
when comparing six months ended June 30, 2002 versus second quarter 2001 with
economic development grants.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Total selling, general and
administrative expenses for the first six months of 2002 decreased $241,010, or
3% to $7,220,355, from $7,461,365 during 2001. During the six months ended 2001
economic development grant reduced selling, general, and administrative expenses
by $254,753. Without the taking into effect the reduction by economic
development grants when comparing the six months of 2002 to 2001, selling
general, and administrative expenses were reduced by $495,753 or 6%. This
reduction in corporate 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 4% to 48% in 2002 compared to 44% during the same period of 2001.
The increase in selling, general and administrative expenses as a percentage of
revenues when comparing 2002 to 2001 also reflect reduced revenues for the six
months of 2002.

     OPERATING INCOME. As a result of the factors listed above, operating loss
for the first six months of 2002 was $1,106,161, a $2,347,912 decrease compared
to 2001 operating income of $1,241,751. As a percentage of revenue, operating
loss was 7% for the six months ended June 30, 2002 and operating income was 7%
for the six months ended June 30, 2001. The Company would have had an operating
loss for 2002 and 2001 of $1,119,919 and $283,569, respectively, if the effect
of the economic development grants were not considered.

     OTHER INCOME AND EXPENSES, NET. Net interest expense was $85,264 in 2002
compared to $155,103 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.

     INCOME TAXES. 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.

     NET INCOME AND NET INCOME PER SHARE. Pretax loss for the first six months
of 2002 was $1,248,761, a $2,263,212 decrease compared to pretax income of
$1,014,451 in the same period of 2001. The Company recorded an income tax
benefit of $1,050,000 in 2002 and an income tax expense of $396,000 in 2001 The
pretax loss for the first six months of 2002 and 2001 would have been $1,262,519
and $510,859, respectively, if the effect of the economic development grants
were not considered. The income tax benefit for 2002 and 2001 would have been
$1,060,000 and $199,000, respectively, when the effect of the economic
development grants is not considered. Net loss for the first six months of 2002
was $198,761 or $.03 per share on a basic and diluted share basis compared to
net income of $618,451, or $.11 on a basic and diluted share basis in 2001. When
the effect of the economic development grants is not considered, net loss for
2002 and 2001 would have been $ 202,519 and $311,859, or $.03 and $.05 per share
on a basic and diluted share basis, respectively.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company has historically used cash from operating activities, bank
borrowings, capital leases and public and private sector financing received in
connection with the opening of contact centers as its primary sources of
liquidity. The public and private sector (grants/financings) have included
outright grants, low interest rate loans, forgivable loan arrangements, and
reimbursement for certain expenses and leasehold improvements. The Company
currently operates under a $4,000,000 Revolving Credit Loan Agreement dated
August 16, 2001. The loan accrues interest at the prime rate on outstanding
borrowings. The prime rate was 4.75% at June 30, 2002. 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 including prohibiting the payment of cash
dividends without the bank's consent. The Company was in violation of one of
their debt covenants at June 30, 2002. The lender subsequently waived this
covenant violation on August 13, 2002. The Company anticipates that it may be in
violation of the debt service covenant by the end of the third quarter of 2002.
The Revolving Credit Loan Agreement expires on April 30, 2003. At June 30, 2002,
the Company had outstanding borrowings of $1,848,927 under the Revolving Credit
Loan Agreement with an available credit line of $2,151,073.

     At June 30, 2002, the Company had cash and cash equivalents of $1,076,826
compared to $1,459,214 at December 31, 2001. For the six months ended June 30,
2002, cash used by operating activities was $1,597,011 compared to cash provided
by operating activities of $3,902,581 in the 2001 period. Included in cash used
by operating activities in the 2002 period is $2,037,394 of net changes in
working capital components (primarily an increase in receivable) , non-cash net
charges of $571,358, and a net loss of $198,761. Depreciation of $1,210,502
partially offsets this decrease in cash. For the six months ended June 30, 2001,
cash provided by operating activities was $3,902,581 of changes in working
capital components related to the growth of the Company, depreciation of
$1,096,188 and net income of $618,451. Cash used by non-cash net charges of
$24,821 partially offset this increase in cash.

     Net cash used by investing activities in the six months of 2002 and 2001
was $273,051 and $2,102,942, respectively. The primary use of cash by investing
activities during 2002 was an increase in deposits on building rent and
equipment. During the 2001 period, the primary uses of cash by investing
activities included expenditures for property and equipment of $1,888,274 and
deposits of $214,668 on equipment and technology.

     Net cash provided by financing activities during the six months ended June
30, 2002 was $1,487,674 and cash used in financing activities during the six
months ended June 30, 2001 was $1,746,920. The primary source of cash from
financing activities during the first six months of 2002 was $1,848,927 of net
borrowings under the Company's revolving line of credit. Cash provided by
financing activities in 2002 was partially offset by repayments of $361,253 of
capital leases. The primary uses of cash during the first six months ended June
2001 were $2,564,006 of net payments under the Company's revolving line of
credit and repayment of $292,824 in capital leases. The primary sources of cash
from financing activities were proceeds from a term note of $763,000, sale and
leaseback of equipment proceeds of $260,276, and the issuance of common stock of
$6,634 under the Company's Employee Stock Purchase Plan.

     During the six months ending June 30, 2002, the Company did not acquire any
assets through capital leases. During the six months ended June 30, 2001, the
company acquired $536,432 of assets through capital leases.

     As a result, net cash and cash equivalents decreased by $382,388 during the
six months ended June 30,2002 and increased by $52,719 during the six months
ended June 30 of 2001. The Company

                                       12
<PAGE>

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 will be sufficient to finance its current and future
business operations, including working capital requirements, although there can
be no guarantee that these funds will be available at terms acceptable to the
Company, if at all.

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.

     Management's belief that any grant assistance received will not be
refundable 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.

     The Company's ability to continue to finance its business depends on
revenues from future operations, which depend in part on economic, competitive
and regulatory conditions, on its ability to meet covenants related to its line
of credit, as well as new grants received.

     Management believes that total marketing expenditures by U.S. companies
directed towards multi-channel customer contacts will continue to grow and that
the trend for these companies will be towards outsourcing their marketing
programs to companies like ACI. In addition, the Company believes that
Internet-based online customer service support is the next step in consumer
contact, and the Company has positioned itself to take advantage of the growth
in that market segment. In June 2002, the Company opened a new 150-seat contact
center in Caplan, Quebec, Canada. In 2002, the Company expects to spend
approximately $600,000 on capital expenditures to equip the new Caplan contact
center and for other minor business applications. The Company intends to finance
the majority of its capital expenditure needs through equipment financing
leases; however, there is no assurance that equipment finance leases will be
available at terms acceptable to the Company.

     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 2002, there is no assurance that the Company, due to the current low
unemployment levels in communities where the Company has its older contact
centers, 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

                                       15
<PAGE>

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 NOT APPLICABLE

                                       16
<PAGE>

PART II OTHER INFORMATION

ITEM 1 - 3 NOT APPLICABLE

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its 2002 Annual Meeting of Shareholders on May 23, 2002.
At the Annual Meeting, the shareholders voted upon proposals to (a) set the
number of members of the Board of Directors at six (6); (b) elect directors as
contained in the Registrant's Proxy Statement dated April 15, 2002 and (c)
approve Deloitte & Touche LLP as independent auditors for the fiscal year ending
December 31, 2002.

     (a)  Set the number of members of the Board of Directors at six (6):

                        For               Against              Abstain
                        ---               -------              -------

                     5,693,696            13,411                2,337

     (b)  The board nominees were elected as directors with the following votes:

                                                    Shares Voted
                                                    ------------
                                            For                     Withheld
                                            ---                     --------
          Rick N. Diamond                 5,658,604                  50,840
          Gary B. Cohen                   5,658,604                  50,840
          Seymour Levy                    5,671,404                  38,040
          Douglas W. Franchot             5,671,404                  38,040
          Phillip T. Levin                5,671,404                  38,040
          Thomas F. Madison               5,671,404                  38,040

     (c)  Approve Deloitte & Touche LLP as independent auditors for the fiscal
          year ending December 31, 2002.

                        For               Against              Abstain
                        ---               -------              -------

                     5,701,996             7,411                   37


          No other matters were submitted to a vote of the security holders.

ITEM 5 NOT APPLICABLE

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

                                       17
<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 29, 2003               By:  /s/ RUSSELL JACKSON
        --------------------                -----------------------------------
                                            Russell Jackson
                                            (Principal Accounting Officer)



Dated:  /s/ May 29, 2003               By:  /s/ RICK N. DIAMOND
        --------------------                -----------------------------------
                                            Rick N. Diamond
                                            Chief Executive Officer and Director


                                       18

<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 29, 2003               By:  /s/ RICK N. DIAMOND
        --------------------                -----------------------------------
                                            Rick N. Diamond
                                            Chief Executive Officer

                                       19
<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 29, 2003               By:  /s/ RUSSELL JACKSON
        --------------------                -----------------------------------
                                            Russell Jackson
                                            Principal Accounting Officer

                                       20
<PAGE>

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

                             ACI TELECENTRICS, INC.

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


EXHIBIT NO.                         DESCRIPTION

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







                                       21