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 March 31, 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 Small Business Issuer 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 May 3, 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 5 have been omitted since all items are inapplicable or
answers negative.

Item 6       Exhibits and reports on Form 8-K                                 15

Signature Page                                                                16


                                       2
<PAGE>


PART I   FINANCIAL INFORMATION
ITEM 1   FINANCIAL STATEMENTS

                         ACI TELECENTRICS, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

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

CURRENT ASSETS:
   Cash and cash equivalents                               $    693,147     $  1,459,214
   Trade receivables, less allowance for doubtful
        accounts of $214,000 and $199,000, respectively       5,201,325        3,691,111
   Deferred income taxes                                        911,000          911,000
   Prepaid expenses                                             134,322          141,120
   Grant receivable                                             532,926          677,341
   Income taxes receivable                                      228,882
   Other current assets                                                            1,110
                                                           ------------     ------------
              Total current assets                            7,701,602        6,880,896

Property and equipment, net of accumulated depreciation       5,450,265        6,094,392

Other assets                                                    216,765          140,360
                                                           ------------     ------------
TOTAL ASSETS                                               $ 13,368,632     $ 13,115,648
                                                           ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Revolving line of credit                                $    581,942
   Trade accounts payable                                     1,449,951     $  1,481,408
   Accrued compensation                                       1,341,512          746,630
   Accrued expenses                                             246,891          281,266
   Income taxes payable                                                           92,282
   Current portion capital lease obligations                    620,430          669,731
   Current portion deferred grants                            1,047,740        1,070,530
                                                           ------------     ------------
              Total current liabilities                       5,288,466        4,341,847

LONG-TERM LIABILITIES:
   Capital lease obligations, less current portion              615,739          774,217
   Deferred grants, less current portion                          3,333           20,000
   Deferred income taxes                                      1,059,000        1,059,000
                                                           ------------     ------------
              Total long-term liabilities                     1,678,072        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                                           (257,895)         260,595
                                                           ------------     ------------
              Total shareholders' equity                      6,402,094        6,920,584
                                                           ------------     ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 13,368,632     $ 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
                                                                March 31,
                                                          2002             2001
                                                      ------------     ------------
<S>                                                   <C>              <C>
TELEMARKETING REVENUES
     Outbound revenue                                 $  6,592,192     $  8,155,294
     Inbound revenue                                       653,175          180,320
                                                      ------------     ------------
     Total revenue                                       7,245,367        8,335,614
                                                      ------------     ------------

COST OF SERVICES                                         4,358,447        4,160,420

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                                3,661,355        3,519,951
                                                      ------------     ------------
OPERATING (LOSS) INCOME                                   (774,435)         655,243

OTHER INCOME (EXPENSE)
     Interest income                                         1,494            3,054
     Interest expense                                      (44,550)         (94,898)
     Other, net                                            (22,999)         (51,282)
                                                      ------------     ------------
       Total other expense                                 (66,055)        (143,126)
                                                      ------------     ------------

(LOSS) INCOME  BEFORE TAXES                               (840,490)         512,117

INCOME TAX (BENEFIT) EXPENSE                              (322,000)         200,000
                                                      ------------     ------------

NET (LOSS) INCOME                                     $   (518,490)    $    312,117
                                                      ============     ============

(LOSS) EARNINGS PER SHARE:
     Basic                                            $       (.09)    $        .05
                                                      ============     ============
     Diluted                                          $       (.09)    $        .05
                                                      ============     ============

WEIGHTED AVERAGE COMMOM
  SHARES OUTSTANDING:
     Basic                                               5,781,485        5,781,416
                                                      ============     ============
     Diluted                                             5,781,485        5,816,681
                                                      ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                      Three Months Ended March 31,
                                                                     -----------------------------
                                                                         2002             2001
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                    $   (518,490)    $    312,117
Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
     Depreciation                                                         607,487          512,543
     Provision for losses on accounts receivable                           15,000           31,251
     Amortization of deferred grant revenue                               (35,000)         (35,000)
     Loss on disposal of equipment                                         36,640
     Changes in operating assets and liabilities:
        Trade receivables                                              (1,525,214)         883,058
        Prepaid expenses                                                    6,798          (47,510)
        Grant receivable                                                  144,415       (1,387,738)
        Other current assets                                                1,110          116,869
        Deferred grants                                                    (4,457)         565,147
        Trade accounts payable, accrued compensation
             and accrued expenses                                         529,050          828,625
        Income tax (receivable) payable                                  (321,164)         198,969
                                                                     ------------     ------------
              Net cash (used in) provided by operating activities      (1,063,825)       1,978,331
                                                                     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                 (1,096,456)
     Increase in deposits                                                 (76,405)      (1,069,346)
                                                                     ------------     ------------
Net cash used in investing activities                                     (76,405)      (2,165,802)
                                                                     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from revolving line of credit                             1,377,049        6,262,570
     Payments on revolving line of credit                                (795,107)      (6,071,664)
     Net proceeds from issuance of common stock                                              6,634
     Proceeds from equipment acquired through
        capital leases                                                                      53,673
     Repayments of capital leases                                        (207,779)        (137,286)
                                                                     ------------     ------------
              Net cash provided by financing activities                   374,163          113,927
                                                                     ------------     ------------

NET DECREASE IN CASH AND CASH
EQUIVALENTS                                                              (766,067)         (73,544)

CASH AND CASH EQUIVALENTS AT BEGINNING
     OF PERIOD                                                          1,459,214          100,607
                                                                     ------------     ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $    693,147     $     27,063
                                                                     ============     ============

CASH PAID FOR INTEREST AND TAXES:
     Income taxes paid net of refunds received                       $      8,050     $     11,050
     Cash paid for interest                                          $     38,228     $     86,481
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


                         ACI TELECENTRICS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 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 months
         ended March 31, 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. Both basic and diluted earnings per share for the three
         months ending March 31, 2002 and 2001 were the same. The following
         table reconciles the denominators used in computing basic and diluted
         earnings per share:

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                      March 31,
                                                                 2002            2001
                                                                 ----           ----
<S>                                                            <C>            <C>
         Weighted average common shares outstanding            5,781,485      5,781,416
         Effect of dilutive stock options                             --         35,265
                                                             -----------    -----------
                                                               5,781,485      5,816,681
                                                             ===========    ===========
</TABLE>

         There were 445,750 stock options excluded from the computation of
         diluted earnings per share in the first quarter of 2001 due to their
         anti-dilutive effect.

(4) PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at:

<TABLE>
<CAPTION>
                                                         March 31, 2002   December 31, 2001
                                                         --------------   -----------------
<S>                                                        <C>                 <C>
         Furniture                                         $  1,862,921        $  1,862,921
         Equipment                                            8,308,097           8,364,599
         Capitalized software costs                             623,807             623,807
         Leasehold improvements                                 415,340             415,340
                                                           ------------        ------------
                                                             11,210,165          11,266,667
         Less accumulated depreciation and amortization       5,759,900           5,172,275
                                                           ------------        ------------
         Net property and equipment                        $  5,450,265        $  6,094,392
                                                           ============        ============
</TABLE>

         At March 31, 2002 and December 31, 2001, the Company had furniture and
         equipment under capitalized leases totaling $2,534,748 with accumulated
         depreciation of $1,105,525 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 March 31,
         2002. The borrowing base includes, and is secured by, certain accounts
         receivable and furniture and equipment. 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 July
         31, 2002. At March 31, 2002, the Company had outstanding borrowings of
         $581,942 under the Revolving Credit Loan Agreement with an available
         credit line of $3,418,058.


                                       7
<PAGE>


         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 compliance with all debt covenants
         at March 31, 2002.

(6) GRANT AGREEMENT

         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 first quarter of 2002. The
         Company recorded $600,079 in assistance in the three months ending
         March 31, 2001. At March 31, 2002, $152,559 was receivable under this
         agreement compared to $153,710 at December 31, 2001. As of March 31,
         2002, the Company had current and noncurrent deferred recognition of
         grant income totaling $491,415 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 March 31, 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. These incentives are based upon providing
         employment with minimum salary levels. During the first quarter of
         2002, no assistance was recorded from the Government of Canada. The
         Company recorded $184,775 in assistance in the first quarter of 2001.
         At March 31, 2002, $40,099 was receivable under this agreement compared
         to $180,798 at December 31, 2001. Payment for these incentives are
         payable within 90 days.

         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 was reimbursed for training costs associated
         with the Sherbrooke contact center. During the first three months of
         2001, the Company recorded $113,322 in assistance from the Government
         of Quebec.

         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 first three
         months of 2002, there was no assistance recorded from the Government of
         Canada. In the first three months of 2001, $22,824 in total assistance
         was recorded. At March 31, 2002, $340,268 was receivable under this
         agreement compared to $342,833 at December 31, 2001. As of March 31,
         2002, the Company had current and noncurrent deferred recognition of
         grant income totaling $454,658 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 March 31, 2002, will be received at various
         dates over the next nine months.

         A repayment of the above discussed grants may be required if the
         Company does not meet certain minimum job creation requirements. The
         management of the Company does not believe that any of the grant
         assistance recorded in the quarters prior to March 31, 2002, will be
         refundable.


                                       8
<PAGE>


(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 seven
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 two in the province of Quebec, Canada. The Company's corporate,
administrative and sales functions are headquartered in Minneapolis, Minnesota.
As of March 31, 2002, these 9 contact centers had 710 contacting stations, and
the Company had approximately 1,600 full and part-time employees.

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

CRITICAL ACCOUNTING POLICIES

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

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

     *   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 or goodwill 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 different 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, 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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002, COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

         REVENUE. Revenues for the first quarter ended March 31, 2002 decreased
$1,090,247, or 13% to $7,245,367, compared to first quarter 2001 revenues of
$8,335,614. Billable hours decreased by 8% 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 812 contact stations during the first quarter of 2002 compared to an
average of 828 for the same period in 2001.

         Financial services clients provided approximately 53% of first quarter
2002 revenues compared to approximately 59% of revenues during the first quarter
of 2001. During the first quarter of 2002 and 2001, the Company's largest client
represented approximately 12% and 19%, respectively, of total revenue. Other
industry segments and their percentages of revenue in 2002 include
telecommunications (31%), publishing (7%) and other miscellaneous (9%). In 2001,
other industry segments and their percentage of revenue included
telecommunications (26%), publishing (14%) and other miscellaneous (1%).

         COST OF SERVICES. Cost of services for the first quarter of 2002
increased $198,027, or 5% to $4,358,447, compared to $4,160,420 in the first
quarter of 2001. The increase in cost of services is primarily the result of the
effect of the economic development grants (see Note 6 to Notes to Consolidated
Financial Statements) reducing cost of services in the first quarter of 2001.
There was no similar reduction of cost of services in the first quarter of 2002
for economic development grants. Labor and benefits costs and long distance
telephone costs increased 7% and 3%, respectively, when compared to the first
quarter of 2001. These increases were partially offset by decreased outsourcing
costs and other miscellaneous cost of services expenses. Outsourcing costs are
costs associated with the Company's utilization of other telemarketing companies
for telemarketing some of the Company's clients' programs. During the first
quarter of 2002, without the effect of the economic development grants, cost of
services would have decreased 10% over the same period in 2001. For the first
quarter of 2001, cost of services was reduced by $666,257 for the net economic
development grants.

         As a percentage of revenue, cost of services for the first quarter of
2002 increased by 10% to 60% compared to 50% in the first quarter of 2001. This
increase was primarily the result of the effect of the economic development
grants reducing cost of services in the first quarter of 2001. There was no
similar reduction of cost of services in the first quarter of 2002 for economic
development grants. Labor and benefits costs for the first quarter of 2002
increased by 9%, as a percentage of revenue, over the first quarter of 2001. As
a percentage of revenue, long distance telephone costs and outsourcing costs
remained stable when comparing the first quarters of 2002 and 2001. Without the
effect of the economic development grants, cost of services, as a percentage of
revenue, would have increased 2% to 60% compared to 58% in the first quarter of
2001.


                                       11
<PAGE>


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Total selling, general
and administrative expenses for the three months ended March 31, 2002 increased
$141,404, or 4% to $3,661,355, from $3,519,951 during the same period of 2001.
The increase in expenses can be primarily attributed to the effect of the
economic development grants reducing expenses in the first quarter of 2001.
There was no similar reduction of selling, general and administrative expenses
in 2002. As a percentage of revenue, selling, general and administrative
expenses increased by 9% to 51% in 2002 compared to 42% during the first quarter
of 2001. The increase in expenses, as a percentage of revenue, is primarily the
result of no reduction in expenses by the economic development grants in 2002
compared to the first quarter of 2001 and an increase in depreciation expense
associated with the contact center opened in January 2001, relocation of one
contact center and upgraded technology installed during 2001. For 2001, selling,
general and administrative expenses were reduced by $254,743 for the net
economic development grants. As a percentage of revenue, without the effect of
the economic development grants, selling, general and administrative expenses
would have been 45% in 2001.

         OPERATING (LOSS) INCOME. Due to the factors listed above, the Company
recorded first quarter 2002 operating loss of $774,435, a $1,429,678 decrease
compared to the first quarter 2001 operating income of $655,243. As a percentage
of revenue, the operating loss was 11% during the 2002 quarter and the operating
income was 8% during the 2001 quarter. Operating loss for the first quarter of
2002 remains the same at $774,435 compared to an operating loss for the first
quarter of 2001 of $276,757 if the effect of economic development grants is not
considered.

         OTHER INCOME AND EXPENSES, NET. Other expenses were $66,055 in 2002 and
$143,126 in 2001. Net interest expense was $43,056 in the first quarter of 2002
compared to $91,844 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 decreased due to a decrease in foreign currency
translation expense.

         NET (LOSS) INCOME AND NET (LOSS) INCOME PER SHARE. Pretax loss for the
three months ended March 31, 2002 was $840,490, a $1,352,607 decrease compared
to pretax income of $512,117 in the same period of 2001. The Company recorded
income tax benefit of $322,000 for the first quarter of 2002 and income tax
expense of $200,000 in the first quarter of 2001. The effective tax rate was 38%
and 39%, respectively, for the first quarters of 2002 and 2001. There were no
economic development grant effects recorded in the first quarter of 2002. The
pretax loss for the first quarter of 2001 would have been $408,883 and the
income tax benefit would have been $160,000 when the effect of the economic
development grants is not considered. The net loss for the first quarter of 2002
was $518,490, or $.09 per share on a basic and diluted basis compared to net
income of $312,117, or $.05 per share on a basic and diluted basis in the first
quarter of 2001. When the effect of the economic development grants is not
considered, the net loss for the first quarter of 2001 would have been $248,883,
or $.04 per share on a basic and diluted basis.

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 March 31, 2002. The borrowing base
includes, and is secured by, certain accounts receivable and furniture and
equipment. The Revolving Credit Loan Agreement requires the Company to meet


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<PAGE>


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 compliance with all debt covenants at March 31, 2002 but
anticipates that it may be in violation of the debt service covenant by the end
of the second quarter of 2002. The Revolving Credit Loan Agreement expires on
July 31, 2002. At March 31, 2002, the Company had outstanding borrowings of
$581,942 under the Revolving Credit Loan Agreement with an available credit line
of $3,418,058.

         At March 31, 2002, the Company had cash and cash equivalents of
$693,147 compared to $1,459,214 at December 31, 2001. For the three months ended
March 31, 2002, cash used by operating activities was $1,063,825 compared to
cash provided by operating activities of $1,978,331 in the 2001 period. Included
in cash used by operating activities in the 2002 period is $1,169,462 of net
changes in working capital components and net loss of $518,490. Cash provided by
non-cash net charges of $16,640 and depreciation of $607,487 partially offset
this decrease in cash. For the three months ended March 31, 2001, cash provided
by operating activities was $1,157,420 of changes in working capital components
related to the growth of the Company, depreciation of $512,543 and net income of
$312,117. Cash used by non-cash net charges of $3,749 offset this increase in
cash.

         Net cash used by investing activities in the first three months of 2002
and 2001 was $76,405 and $2,165,802, 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 $1,096,456 and
deposits of $1,069,346 on equipment and technology.

         Net cash provided by financing activities during the three months ended
March 31, 2002 and 2001 was $374,163 and $113,927, respectively. The primary
source of cash from financing activities during the first three months of 2002
was $581,942 of net borrowings under the Company's revolving line of credit.
Cash provided by financing activities in 2002 was partially offset by repayments
of $207,779 of capital leases. The primary sources of cash during the first
quarter of 2001 were $190,906 of net borrowings under the Company's revolving
line of credit, proceeds of $53,673 from the sale and leaseback of equipment and
proceeds of $6,634 from the issuance of common stock under the Company's
Employee Stock Purchase Plan. Cash provided by financing activities for 2001 was
partially offset by repayments of $137,286 of capital leases.

         During the three months ending March 31, 2002 and 2001, the Company did
not acquire any assets through capital leases.

         As a result, net cash and cash equivalents decreased by $766,067 and
$73,544 during the first quarter of 2002 and 2001, respectively. The Company
believes that funds which should be generated from future operations, amounts
available under the revolving line of credit agreement, amounts receivable from
economic development grants for new jobs created and funds obtained through
equipment financing leases 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.


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<PAGE>


OUTLOOK

         Statements 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. The following 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 believes that total marketing expenditures by US 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 anticipates that the demand for its
traditional telemarketing services will continue to grow through 2002 along with
growth in inbound telemarketing and Internet customer service business. In order
to meet this increased demand for outbound and inbound telemarketing services
and Internet-based customer service, the Company has signed a letter of intent
to lease a new 150-seat contact center during 2002 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.


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<PAGE>


PART II       OTHER INFORMATION

ITEM 1 - 5    NOT APPLICABLE

ITEM 6        EXHIBITS AND REPORTS ON FORM 8-K.
              (a) Exhibits:
                  None

              (b) Reports on Form 8-K
                  None


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<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 15, 2002                 By: /s/ WILLIAM NOLTE
       -------------------------            ------------------------------------
                                        William Nolte
                                        Chief Financial Officer
                                        (Principal Accounting Officer)



Dated: /s/ May 15, 2002                 By: /s/ RICK N. DIAMOND
       -------------------------            ------------------------------------
                                        Rick N. Diamond
                                        Chief Executive Officer and Director


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