SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q



_X_      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                  For the quarterly period ended June 30, 2002

___      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

               For the transition period from ________ to ________

                         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.

<PAGE>


                         ACI TELECENTRICS, INCORPORATED
                                    FORM 10-Q

                                TABLE OF CONTENTS



                                                                          PAGE #
                                                                          ------

PART I            FINANCIAL INFORMATION

Item 1            Consolidated Financial Statements (unaudited)
                        Balance Sheets                                       3
                        Statements of Operations                             4
                        Statements of Cash Flows                             5
                        Notes to 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                  16
Item 6 Exhibits and reports on Form 8-K                                     16

Signature Page                                                              17


                                       2
<PAGE>


PART I   FINANCIAL INFORMATION
ITEM 1   FINANCIAL STATEMENTS

                         ACI TELECENTRICS, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             June 30,       December 31,
                                                               2002             2001
                                                           ------------     ------------
<S>                                                        <C>              <C>
ASSETS

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                                      1,059,000        1,059,000
                                                           ------------     ------------
              Total long-term liabilities                     1,571,668        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 (deficit)                                 (506,164)         260,595
                                                           ------------     ------------
Total shareholders' equity                                    6,153,825        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
                                ------------     ------------     ------------     ------------
<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 TAXES         (408,271)         502,334       (1,248,761)       1,014,451

INCOME TAX (BENEFIT) EXPENSE        (160,000)         196,000         (482,000)         396,000
                                ------------     ------------     ------------     ------------

NET (LOSS) INCOME               $   (248,271)    $    306,334     $   (766,761)    $    618,451
                                ============     ============     ============     ============

(LOSS) EARNINGS PER SHARE:
     Basic                      $       (.04)    $        .05     $       (.13)    $        .11
                                ============     ============     ============     ============
     Diluted                    $       (.04)    $        .05     $       (.13)    $        .11
                                ============     ============     ============     ============

WEIGHTED AVERAGE COMMOM
  SHARES OUTSTANDING:
     Basic                         5,781,485        5,781,416        5,781,485        5,781,450
                                ============     ============     ============     ============
     Diluted                       5,781,485        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
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                    $   (766,761)    $    618,451
Adjustments to reconcile net income to net cash
        provided by (used in) 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)
     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 August 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 September 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 (SFAS 128)

         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                      --       143,578            --        88,123
                                                       ----------    ----------    ----------    ----------
                                                        5,781,485     5,924,994     5,781,485     5,869,573
                                                       ==========    ==========    ==========    ==========
</TABLE>

         Due to the net loss in the second quarter of 2002 there was no effect
         on diluted earnings per share.


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


                                       7
<PAGE>


(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 income 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 income 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, will 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. During the second quarter
         ended June 30, 2002, there was no assistance recorded from the


                                       8
<PAGE>


         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 income 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, will 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 at the same 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.


                                       9
<PAGE>


PART I   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:

      *  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;
      *  measuring impairment of long-lived assets
      *  accounting for economic development grants

         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.


                                       10
<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 is deemed to be
impaired if a forecast of undiscounted future operating cash flows directly
related to such assets is 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

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 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.


                                       11
<PAGE>


         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.

         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 $160,000 for the second quarter of 2002 and income tax
expense of $196,000 in the second quarter of 2001. The effective tax rate was
39% for the second quarters of 2002 and 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 loss for the second
quarter of 2002 was $248,271, or $.04 per share on a basic and diluted basis
compared to net income of $306,334, or $.05 per share on a basic and diluted
basis in the second quarter of 2001. When the effect of the economic development
grants is not considered, the net loss for the second quarter of 2002 and 2001
would have been $257,029 and $61,976, or $.04 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 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
of 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 2002 and 2001 as a offset to the increase in cost of services when
comparing six months ended 2002 versus second quarter 2001 with economic
development grants.


                                       12
<PAGE>


         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, 2002. The Company would have had
an operating loss for 2002 and 2001 of $1,119,919 and $28,816, 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.

         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 $482,000 in 2002 and an income tax expense of $396,000 in 2001. The
effective tax rate for both periods was 39%. 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 $492,000 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 $766,761 or $.13 per
share on a basic and diluted share basis compared to net income of $618,451, or
$.11 per 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
$770,519 or $.13 and $311,859, or $.05 per share on a basic and diluted share
basis, respectively.

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.


                                       13
<PAGE>


         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 $3,358, and a net loss of $766,761. 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 used by financing activities during the six months ended June
30, 2002 was $1,487,674 and cash provided by 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 and 2001, 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 of 2002 and increased by $52,719 during the six
months ended June 30 of 2001. 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 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.


                                       14
<PAGE>


OUTLOOK

         Certain statements made in this Form 10-Q, 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. The Company opened in June 2002 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, the Company's
projects are often not 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 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


                                       15
<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 Chief Financial 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.


                                       16
<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/ Aug 14, 2002                 By: /s/ WILLIAM NOLTE
       ---------------------                ------------------------------------
                                        William Nolte
                                        Chief Financial Officer
                                        (Principal Accounting Officer)



Dated: /s/ Aug 14, 2002                 By: /s/  RICK N. DIAMOND
       ---------------------                ------------------------------------
                                        Rick N. Diamond
                                        Chief Executive Officer and Director


                                       17
<PAGE>


                                  EXHIBIT INDEX

                             ACI TELECENTRICS, INC.

                    FORM 10-Q FOR QUARTER ENDED JUNE 30, 2002



EXHIBIT NO.                    DESCRIPTION

99.1           Certification of Chief Executive Officer
99.2           Certification of Chief Financial Officer


                                       18