SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                              FORM 10-QSB/A
                             AMENDMENT NO. 1

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                         EXCHANGE ACT OF 1934

             For the quarterly period ended JUNE 30, 2001

                    Commission file number: 0-26813

                         ICALL SYSTEMS, INC.
                         -------------------
        (Exact Name of Registrant as Specified in Its Charter)


        Nevada                                        91-1932068
        ------                                        ----------
(State of Incorporation)                         (IRS Employer ID No.)


        388 Market Street, Suite 500 San Francisco, CA 94111
        ----------------------------------------------------
         Address of Principal Executive Offices - Zip Code

                        (604) 605-8852
                        --------------
         Registrant's telephone number, including area code

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                          Yes  X   No
                              ---     ---

As of June 30, 2001 there were 11,512,000 shares of the Issuer's common
stock outstanding.

<PAGE>




                               INDEX

PART 1 - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

  Condensed Consolidated Balance Sheets as of June 30, 2001
    (unaudited) and December 31, 2000................................  3

  Unaudited Consolidated Statements of Operations for the six
    months ended June 30, 2001 and 2000..............................  4

  Unaudited Consolidated Statements of Cash Flows for the six
    months ended June 30, 2001 and 2000..............................  5

  Notes to Unaudited Interim Consolidated Financial Statements.......  6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS......................... 10

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS........................................... 15

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS................... 15

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES............................. 15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 16

ITEM 5.  OTHER INFORMATION........................................... 16

ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K............................. 16

         EXHIBITS.................................................... 16

         REPORTS ON FORM 8-K......................................... 16

         SIGNATURES.................................................. 16

<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        ICALL SYSTEMS, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED)



                                        JUNE 30, 2001   DECEMBER 31, 2000
                                        -------------   -----------------
(UNAUDITED)
                           ASSETS
Current assets:
    Cash and cash equivalents             $    13,194         $       197
    Marketable securities                         --                  --
    Accounts receivable, net                   32,165              55,021
    Prepaid expenses and other current
      assets                                  260,428             434,059
    Total current assets                      305,787             489,277

Property and equipment, net                   192,755             237,836
Investment                                        --              285,836
     Total assets                         $   498,542         $ 1,012,517
                                              =======           =========

       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable                      $   314,128         $   497,338
    Finance Lease                               1,992               2,093
    Short-Term Convertible Loan              475,000                 --
    Total current liabilities                 791,120             499,431

Long Term Finance Lease                         6,377               6,700

Stockholders' equity (deficit):

    Common stock                            8,848,886           8,733,559
    Additional paid-in capital                211,803             221,032
    Translation reserve                        21,204               3,703
    Accumulated deficit                    (9,380,848)         (8,451,908)
Total stockholders' equity (deficit)         (298,955)            506,386
Total liabilities and stockholders' equity  $ 498,542          $1,012,517
                                              =======           =========



        SEE ACCOMPANYING NOTES TO UNAUDITED INTERIM CONDENSED
                CONSOLIDATED FINANCIAL STATEMENTS.







                                     -3-
<PAGE>



                         ICALL SYSTEMS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                             UNAUDITED
                                               SIX MONTHS ENDED
                                                   JUNE 30,
                                              --------------------
                                              2001            2000
                                              ----            ----
Revenue:
    Service revenue ..                    $   80,754   $      53,174

Operating expenses:
    Cost of revenue                          (58,402)        (64,688)
    Administrative expense                  (418,278)       (631,361)
    Other operating expenses                (451,415)       (212,501)
                                             -------         -------
        Total operating expenses .........  (928,095)       (908,550)
                                             -------         -------
Loss from operations .....................  (847,341)       (855,376)
                                             -------         -------
Other income (expense)                        10,717             561
                                             -------         -------
Net loss .................................  (836,624)       (854,815)
Net loss attributable to common
    Stockholders                            (836,624)       (854,815)
                                             =======         =======

Basic and diluted net loss per common share $  (0.00)       $  (0.00)
                                             =======         =======

Weighted average shares outstanding used
in basic and diluted net loss per common share
calculation                               11,512,000      11,512,000
                                          ==========      ==========


         SEE ACCOMPANYING NOTES TO UNAUDITED INTERIM CONDENSED
                CONSOLIDATED FINANCIAL STATEMENTS.

















                                    -4-
<PAGE>


                           ICALL SYSTEMS, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                               UNAUDITED


                                                        SIX MONTHS ENDED
                                                            JUNE 30,
                                                       -------------------
                                                        2001         2000
                                                       ------       ------
-
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                       $(836,624)   $(854,815)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
          Depreciation                                46,016      187,817

CHANGES IN OPERATING ASSETS AND LIABILITIES:
    Accounts receivable                              (22,856)     (51,941)
    Prepaid expenses and other current assets        173,631       10,195
    Accounts payable and accrued expenses           (183,634)     104,065
                                                     -------      -------
Net cash used in operating activities               (777,755)    (604,679)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment             (36,317)     (288,676)
    Purchase of intellectual properties                  --      (123,909)
    Sell of investment                              285,836           --
                                                    -------      --------
Net cash used in investing activities               249,519      (412,585)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock      106,098       931,422
    Net proceeds from convertible loan              475,000           --
                                                    -------       -------
Net cash provided by financing activities           581,098       931,422

Effect of foreign exchange rate changes on
    Cash & cash equivalents                         (39,865)          --

Net (decrease) increase in cash and cash
    equivalents                                      52,862       (85,822)

Cash and cash equivalents at the beginning
    of the period                                       197        46,323

Cash and cash equivalents at the end of
    the period                                   $   13,194    $  (39,499)
                                                    =======       =======

             SEE ACCOMPANYING NOTES TO UNAUDITED INTERIM
                 CONSOLIDATED FINANCIAL STATEMENTS.





                                     -5-
<PAGE>


iCALL SYSTEMS, INC. - Notes to Unaudited Interim Consolidated Financial
Statements
(1) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(A) SUMMARY OF OPERATIONS
iCALL Systems, Inc. (the "Company" or "iCALL"), was incorporated in the
State of Nevada in 1998, originally under the name of Altrex, Inc. The
Company, subsequent to a reverse acquisition with a Singapore company, The
Internet CallCentre Pte Ltd., in January 2001, changed its name to iCALL
Systems, Inc. As a result of the reverse acquisition, the Company now owns
100% of the outstanding shares in its Singapore subsidiary.
iCALL is a leading service provider that facilitates real-time sales and
customer service for companies doing business on the Internet. We offer
our proprietary real-time interaction customer service. We currently
generate revenue from the sale of our iCall service, which enables our
clients' users to communicate directly with our operators via text-based
chat, and related professional services. We can respond to Internet user
inquiries in real- time, and can thereby enhance their Internet users'
online shopping experience.
The Company generates revenues from the sale of the customer service.
(B) UNAUDITED INTERIM CONSOLIDATED FINANCIAL INFORMATION
The accompanying interim consolidated financial statements as of June 30,
2001 are unaudited. In the opinion of management, the unaudited interim
consolidated financial statements have been prepared on the same basis as
the annual financial statements and reflect all adjustments, which include
only normal recurring adjustments, necessary to present fairly the
consolidated financial position of iCALL as of June 30, 2001 and the
consolidated results of operations and cash flows for the interim periods
ended June 30, 2001 and 2000. The financial data and other information
disclosed in these notes to the consolidated financial statements related
to these periods are unaudited. The results of operations for any interim
period are not necessarily indicative of the results of operations for any
other future interim period or for a full fiscal year. The balance sheet
at December 31, 2000 has been derived from audited financial statements at
that date.
The consolidated financial statements include the accounts of the Company
and all of its majority owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. The
preparation of the unaudited interim consolidated financial statements
requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes;
actual results could materially differ from those estimates.

Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been or omitted pursuant to the Securities and Exchange
Commission's rules and regulations. These unaudited interim consolidated
financial statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December
31, 2000.
                                    -6-
<PAGE>
(C) USE OF ESTIMATES

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

(D) CASH AND CASH EQUIVALENTS

The Company considers all highly liquid securities, with original
maturities of three months or less when acquired, to be cash equivalents.

(E) MARKETABLE SECURITIES

Marketable securities are carried at fair value with the changes in fair
value reported in other comprehensive income. There were no changes in
fair value during 2000. Realized gains and losses are recorded in
earnings. The specific identification method is used to determine the cost
of securities sold.

(F) REVENUE RECOGNITION

During 2000, the Company began offering the iCall service. The iCall
service facilitates real-time sales and customer service for companies
doing business on the Internet. The Company charges an initial non-
refundable set-up fee as well as a monthly fee for using the service.
The initial set-up fee principally represents customer service, training
and other administrative costs related to the deployment of the iCall
service. Such fees are recorded as deferred revenue and recognized over
the period that the work is performed.

The Company also records revenue based upon a monthly fee charged for the
service, provided that no significant Company obligations remain and
collection of the resulting receivable is probable. The Company recognizes
monthly service revenue fees as services are provided. The Company's
service agreements typically have termination date and are terminable by
either party upon 30 days notice without penalty.

(G) FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist of cash and cash equivalents,
accounts receivable and accounts payable. At December 31, 2000, the fair
value of these instruments approximated their financial statement carrying
amount because of the short-term maturity of these instruments.  At June
30, 2001, the Company has write-off doubtful debts of US $48,000.  This is
in line with the Company's new policy to write off any accounts receivable
that is 90 days past due.

 (H) BASIC AND DILUTED NET LOSS PER SHARE

The Company calculates earnings per share in accordance with the
provisions of SFAS No. 128, "Earnings Per Share," and the Securities and
Exchange Commission Staff Accounting Bulletin No. 98. Under SFAS No. 128,
basic EPS excludes dilution for common stock equivalents and is computed

                                    -7-
<PAGE>
by dividing income or loss available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into
common stock and resulted in the issuance of common stock. Diluted net
loss per share presented is equal to basic loss per share since all common
stock equivalents are anti-dilutive for each of the periods presented.

(2) BALANCE SHEET COMPONENTS

Property and equipment is stated at cost and is summarized as follows:

                                                June 30,  December 31,
                                                  2001          2000
                                                ---------    ----------
Computer equipment and software                 $ 247,552     $ 242,337
Leasehold improvements                             64,211        68,059
                                                  -------       -------
                                                  311,763       310,396
Less: accumulated depreciation                    119,008        72,992
                                                  -------       -------
  Total                                         $ 192,755     $ 237,404
                                                  =======       =======

(3) CAPITALIZATION

The Company had 75,000,000 shares of common stock authorized, and no
shares in preferred stock authorized, as of December 31, 2000.
In January 2001, a majority vote by the Board of Directors and
shareholders of iCALL Systems, Inc. approved the reverse acquisition of
The Internet CallCentre Pte. Ltd. a Singapore corporation, whereby iCALL
issued 6,500,000 shares of its common stock in exchange for all of the
issued and outstanding shares of The Internet CallCentre Pte Ltd. As a
result thereof, The Internet CallCentre Pte. Ltd. then became a wholly-
owned subsidiary of iCALL.

(4) COMMITMENTS AND CONTINGENCIES

In April 2001, the Company entered into another convertible loan agreement
for the amount of US $100,000. It is due and payable 6 months from the
date of the loan agreement. It carries simple interest of 6% per year, and
interest is payable quarterly and due on or before the 5th day of the
first month of each quarter. If the borrower at any time prior to the due
date makes a principal payment, 10 days written notice has to be given to
the lender. The lender shall have the option to either accept cash payment
or demand the conversion of common shares. At the due date, the lender has
an option to convert the principal and any interest if chosen by lender.
It will be convertible into restricted common shares of the borrower at a
conversion price equal to the lesser of 75% of the average closing price
of iCALL shares for the 5 trading days or US $1.25 per share, at the
option of the lender. In the event of a default, interest will continue to
accrue on the total amount then due at an annual interest rate of 12%. The
lender will also be entitled to a collection fee in the amount of US
$10,000 and all reasonable attorneys' fees in respect thereof.
In June 2001, the Company entered into another convertible loan agreement
for the amount of US $35,000. It is due and payable 6 months from the date
of the loan agreement. It carries simple interest of 6% per year, and


                                    -8-
<PAGE>
interest is payable quarterly and due on or before the 5th day of the
first month of each quarter. If the borrower at any time prior to the due
date makes a principal payment, 10 days written notice has to give to the
lender. The lender shall have the option to either accept cash payment or
demand the conversion of common shares. At the due date, the lender has an
option to convert the principal and any interest if chosen by lender. It
will be convertible into restricted common shares of the borrower at a
conversion price equal to the lesser of 75% of the average closing price
of iCALL shares for the 5 trading days or US $1.25 per share, at the
option of the lender. In the event of a default, interest will continue to
accrue on the total amount then due at an annual interest rate of 12%. The
lender will also be entitled to a collection fee in the amount of US
$10,000 and all reasonable attorneys' fees in respect thereof.

(5) SUBSEQUENT EVENTS

The Company's Board of Directors, at a special meeting held on July 24,
2001, approved the acquisition of privately held 1st Call Pte Ltd, a
Singapore-based call center provider of outsourced customer interactive
services in Asia, for expansion of the Company's call center facilities
and telephony expertise in preparation for planned USA call center
acquisitions. 1st Call provides its clients a range of inbound/outbound
telephony, Internet interactive chat, email and technical help desk
services. The 1st Call client list includes Cisco Systems, Hewlett-
Packard, MCI WorldCom Asia, Microsoft Singapore, and Oracle Singapore.
The Company announced that it had completed the 1st Call acquisition on
July 30, 2001. The functional currency for 1st Call is the Singapore
dollar. Under terms of the acquisition agreement (which does not contain a
cash component), 1st Call stockholders receive shares of iCALL Systems
common stock in exchange for 100% of the assets and businesses of 1st
Call, which includes a state-of-the-art, 81-seat telephony call center.
This transaction was accounted for under the purchase method of accounting
and, accordingly, all the on-going contracts of 1st Call will be assigned
in the Company's consolidated results of operations from the date of
acquisition.

The purchase price was US $1.1 million, which included the issuance of
478,261 shares of the Company's common stock valued at US $2.30 per share.
Of the 478,261 shares issued, 334,926 are issued to the secured creditor
for taken over the Note Receivable. At the same time, the Board of
Directors have approved to write-off the Note Receivable from 1st Call.
The purchase price in excess of the fair value of the net tangible
liabilities assumed, in the amount of US $152,000 was allocated to
goodwill and intangible assets and is being amortized on a straight-line
basis over an expected period of benefit of three years.
The allocation of the purchase price in connection with the 1st Call
acquisition is as follows:

  Current assets, primarily receivables                  $   770,000
  Property and equipment                                     178,000
  Goodwill and other intangible assets                       152,000
                                                             -------
                                                         $ 1,100,000
                                                           =========





                                     -9-
<PAGE>
The Company appointed Mr. Seah Chin Tiong, Co-founder and Managing
Director of 1st Call Pte Ltd, to the position of Managing Director of
iCALL Systems, Inc. Asia Pacific operations.

Mid-way through the third quarter, the Company had successfully merged 1st
Call into the operations and location of its Singapore-based wholly-owned
subsidiary, The Internet CallCentre Pte Ltd.

The Company raised US $105,000 through a private placement equity offering
of restricted stock. The offering price was US $1.50 per share. The
Company issued 70,000 common shares to the investors. The current
management has also reduced debt accumulated by its Singapore subsidiary,
The Internet CallCentre Pte Ltd, by US $ 33,838.33 by negotiating share
for debt settlements with the majority of its Singapore creditors. The
current management has also negotiated a reduction of salaries and bonuses
due to the former senior management by US $49,000.  The Company has also
paid the Central Provident Fund Board the sum of US $41,000 for employee
social security payments.

During the third quarter, the Company has written off an investment in
Synerigizeasia.com of US $75,621. Synerigizeasia.com was not able to
secure further funding for its operation and has decided to close down the
company.  During the third quarter the Company has written off its
investment in DCB Holdings Pte Ltd of US $203,569 (even though DCB
Holdings Pte Ltd is still operational, the Company could not confirm the
current value of its original investment).

During the third quarter, the Company has written off US $48,312 Provision
of Doubtful Debt. (This is in line with the Company's new policy to write
off any account receivable that is 90 days past due.)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ TOGETHER WITH OUR CONSOLIDATED FINANCIAL
STATEMENTS AND THE RELATED NOTES, WHICH APPEAR ELSEWHERE IN THIS QUARTERLY
REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR CURRENT PLANS, ESTIMATES AND BELIEFS AND INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE
IN THIS QUARTERLY REPORT, PARTICULARLY IN THE SECTION ENTITLED "--RISK
FACTORS THAT MAY AFFECT FUTURE RESULTS."

OVERVIEW

During this quarter, the Company appointed a new CEO and President, Mr.
Marc Crimeni,and made the announcement on April 30, 2001.

A resident of Vancouver, British Columbia, Canada, Mr. Crimeni began in
technology as a computer programmer in 1976. During his 25 year career in
the computer and information technology industry, Mr. Crimeni has focused
on the sales and marketing of high-tech products, specializing in
international marketing. He has been instrumental in the growth of several
of North America's software companies, including Sydney Development
Corporation, Consumer Software Inc., Inetco Systems Ltd. and Microsoft
Corporation of Redmond, Washington.

                                    -10-
<PAGE>
At Consumer Software, Inc. (CSI), a Canadian company that was a pioneer of
LAN-based email, Mr. Crimeni was responsible for dealer distribution and
he negotiated agreements in 22 countries - resulting in a ten-fold
increase in the distribution run rate. He had an active role in CSI
becoming one of the largest Canadian software companies ever acquired by
Microsoft. Later, he accepted a position with Microsoft where he continued
to represent the international distribution channel for Microsoft
Electronic Mail. He conducted business in over 60 countries, establishing
distributors, dealers and resellers, and subsequently developed strong
global contacts and experience to draw upon.

Prior to joining iCALL Systems, Inc., Mr. Crimeni served as President and
CEO of eduverse.com, a Vancouver-based technology company engaged in the
business of developing and marketing interactive multimedia educational
software programs. The company's principle markets were Asia, North
America and Latin America.

Prior to eduverse.com, Mr. Crimeni was the founding Vice President of
Sales & Marketing at InMedia Presentations Inc., a Canadian company that
was a pioneer in providing software for digital cameras. The Company
successfully negotiated software bundling agreements with companies such
as Casio, Nikon and Olympus.

Prior to InMedia, Mr. Crimeni was the Manager of International Sales for
Inetco Systems Ltd., a Vancouver-based software company specializing in
enterprise-wide communications and protocol switching for Fortune 500
companies. He provided communications solutions for numerous global
corporations and institutions including Siemenns Nixdorf and the Bank of
China. He was also responsible for deployment of Inetco's communications
software that enabled the Hong Kong Stock Exchange to launch online
trading.

The Company has also appointed a new Board of Directors and established
new, clear business strategies and principles relating to business
development, operating efficiency, managerial tasks, product and services
pricing, debt reduction and investor relations. The Board has begun
implementing its business approach to running the Company by reshaping its
corporate structure.

The Company's management has implemented a strategic plan for rapid
growth. By leveraging its highly skilled, low cost Pan Asia based work
force, the Company has identified an excellent opportunity to acquire USA
based call centers and increase their profitability by 300 to 400 %. In
the service industry, labor is the largest operational cost. The average
USA based call center is spending between 60% to 70% of its operating
costs on labor. The Company, by redirecting the call traffic to its
network of Pan Asia sales assistants, can provide the same or greater
level of service for less than 1/3 the cost. The Company has already
identified potential acquisition targets whose corporate profiles meet its
requirements. The Company's plan is to acquire two call centers during the
third and fourth quarters and it anticipates that these initial two
acquisitions will make it profitable in fiscal 2001.

The Company announced the launch of its North American and global Value
Added Reseller (VAR) program to rapidly expand the Company's market share
and revenues by partnering with corporations currently servicing the
interactive ecommerce community. The VAR program includes large and small
resellers who have an intimate knowledge of the ecommerce landscape in

                                    -11-
<PAGE>
their regions and are focused on increasing revenues from their existing
customer base by offering live online sales assistance in partnership with
the Company. Resellers for the Company's turnkey solutions include
corporations that develop interactive ecommerce sites (web site
developers), corporations that provide credit card transaction services
(e-merchant services) and corporations that host ecommerce sites (data
centers).

The Company's launch into the North American and global eCRM market is
fuelled from its success in Southeast Asia where the Company has signed
contracts with large government and corporate customers, including the
Government of Singapore, Suntec City, ZingASIA (Asia's premier leisure and
travel Internet portal), The Holiday Inn Singapore and Samsung
Electronics.

The Company believes that it has the foundation for global expansion, with
representation in two of the major markets of the world - Western
Hemisphere and Asia/Pacific. It expects to continue to pursue expansion
through a combination of acquisitions and internal development, although
there is no guarantee that it will be able to carry out the expansion as
planned.

Since the Company's inception, it has financed its operations principally
through cash generated by convertible loans. During the second quarter of
2001, the Company raised US $135,000 through such loans. The Company also
continued its pursuit and selection of private placement funding.

The Company maintains a cash balance that it believes will not sustain
operations into the third quarter of 2001. The Company continues to
explore all possibilities in securing financing sufficient to sustain
operations, complete the launch of its Value Added Reseller (VAR) program,
and proceed with call center acquisitions. The losses through the quarter
ended June 30, 2001 were due to minimal revenue and the Company's
operating expenses, with the majority of expenses in the areas of:
salaries, legal fees, and consulting fees. The Company faces considerable
risk in completing each of its business plan steps, including, but not
limited to: a lack of funding or available credit to continue development
and undertake product and services rollout; a lack of interest in its
solutions in the market on the part of ecommerce companies, resellers of
the Company's VAR program or other customers; and/or a shortfall of
funding due to an inability to raise capital in the securities market.
Since further funding is required, and if none is received, the Company
would be forced to rely on its existing cash in the bank or secure short-
term loans. This may hinder the Company's ability to complete its product
and services development until such time as necessary funds could be
raised. In such a restricted cash flow scenario, the Company would delay
all cash intensive activities including certain product development and
strategic initiatives described above.

REVENUE

With respect to the iCall service, our clients pay us an initial non-
refundable set-up fee, as well as a monthly fee for each seat. Our set-up
fee is intended to recover certain costs incurred by us (principally
customer service, training and other administrative costs) prior to
deployment of our service. Such fees are recorded as deferred revenue and
recognized over a period of 2 months. As a result of recognizing set-up


                                     -12-
<PAGE>
fees in this manner, combined with the fact that we have more seats on an
aggregate basis than clients, in 2000 and the six months ended June 30,
2001, revenue attributable to our monthly service fee accounted for 99%
and 89.4%, respectively, of total iCall service revenue. We do not charge
an additional set-up fee if an existing client adds more seats. We
recognize monthly service revenue fees and professional service fees as
services are provided.

OPERATING EXPENSES

Our cost of revenue associated with programming activity consisted
primarily of the personnel expenses associated with the iCall services.
Since March 2000, our cost of revenue has principally been associated with
the iCall service and has consisted of:

  - compensation costs relating to employees who provide customer service
    to our clients, consisting of twelve people at December 31, 2000 and
    eight people at June 30, 2001;

  - the cost of supporting our infrastructure, including expenses related
    to leasing space and connectivity for our services, as well as
    depreciation of certain hardware and software. Our sales and marketing
    expenses consist of compensation and related expenses for sales
    personnel and marketing personnel, consisting of  four people and
    four people for the year of December 31, 2000 and June 30, 2001
    respectively, allocated related overhead, advertising, sales
    commissions, marketing programs, public relations, promotional
    materials, travel expenses and trade show exhibit expenses. Our
    general and administrative expenses consist primarily of compensation
    and related expenses for executive, accounting and human resources
    personnel, consisting of two people for both December 31, 2000 and
    June 30, 2001, allocated related overhead, professional fees,
    provision for doubtful accounts and other general corporate expenses.

NON-CASH COMPENSATION EXPENSES

In May 2000, the Company had entered into a rental agreement with the
landlord Suntec City Development Pte Ltd. The lease is for two years and
the monthly rental was SGD $55,548, of which SGD $9,258 is paid in cash.
The balance is paid by equity and the shares are fully issued.

RESULTS OF OPERATIONS

Due to the phasing out of our programming services and our limited
operating history, we believe that comparisons of our second quarter 2001
and 2000 operating results with those of prior periods are not meaningful
and that our historical operating results should not be relied upon as
indicative of future performance.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2001 AND 2000

REVENUE. Total revenue increased to US $80,000 in the six months ended
June 30, 2001, from US $54,000 for the six months ended June 30, 2000. In
the second quarter of 2000, the Company had just generated revenue due to
the fact that it had only just started to operate and explore the market.
All of the revenue in 2001 was from the iCall service. We can provide no
assurance that we will achieve similar growth, if at all, in future
periods.

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<PAGE>

COST OF REVENUE. Cost of revenue consists of compensation costs relating
to employees who provide customer service to our clients. Cost of revenue
decreased to US    $58,000 in the six months ended June 30, 2001, from US
$65,000 in the comparable period in 2000. This decrease was primarily
attributable to the fact that lesser call agents had employed in 2001.

SALES AND MARKETING. Our sales and marketing expenses consist of
compensation and related expenses for sales and marketing personnel, as
well as advertising, public relations and trade show exhibit expenses.
Sales and marketing expenses increased to US $56,000 in the six months
ended June 30, 2001, from US $137,000 in the comparable period in 2000.
The expense has decreased due to the Company has reduced the advertising,
travel and trade show exhibit expenses. Our sales and marketing headcount
has increased from three people at the end of June 30, 2000 to four people
at June 30, 2001.

GENERAL AND ADMINISTRATIVE. Our general and administrative expenses
consist primarily of compensation and related expenses for executive,
accounting and human resources personnel, rental expense, and connectivity
for our services, as well as depreciation of hardware and software.
General and administrative expenses increased to US $872,000 in the six
months ended June 30, 2001 from US $707,000 in the comparable period in
2000. This increase was due primarily to Provision of Doubtful Debts,
write down of investment and expense for fund raising activities.
The Company also decreased the number of employees, which reduced to
sixteen people at June 30, 2001 from twenty-nine at June 30, 2000, and
reduced the professional fees and the wages for senior management.
However, these cost saving measures were not significant enough to offset
the expense increases for the Company's fund raising activities, the one-
time write off of its investment in Synerigizeasia and DCB Holdings Pte
Ltd, and its Provision of Doubtful Debts write off.

OTHER INCOME. Interest income was US $10,000 at the ended June 30, 2001
from US $561 in the comparable period in 2000.  The increased in other
income is mainly due to rental income.

NET LOSS. Our net loss decreased to US $836,000 for the six months ended
June 30, 2001, respectively, from US $855,000, respectively, for the
comparable periods in 2000.

We cannot provide assurance that we can keep the current expense level.
Consequently, we believe that period-to-period comparisons of our
operating results may not be meaningful and, as a result, they should not
be relied upon as an indication of future performance.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations principally through
cash generated by convertible loans. Through June 30, 2001, we have raised
a total of US $475,000 in such loans.

Net cash used in operating activities was US $475,000 for the six months
ended June 30, 2001 and consisted primarily of net operating losses,
decreased in accounts payable and accrued expenses. Net cash used in
operating activities was US $190,000 for the three months ended June 30,
2000 and consisted primarily of net operating losses.

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<PAGE>
Net cash used in investing activities was US $0 in the three months ended
June 30, 2001. Net cash used in investing activities was US $190,000 for
the three months ended June 30, 2000 and was due to the purchase of fixed
assets and capitalized software.

Net cash provided by financing activities was US $0 for the three months
ended June 30, 2001. Net cash provided by financing activities was US
$72,000 for the three months ended June 2000 and was primarily
attributable to proceeds from a private offering and the resultant sale of
common shares. As of June 30, 2001, our principal commitments consisted of
US $5,000 due per month under office operating leases. We do not
anticipate an increase in capital expenditures and lease commitments
consistent with our anticipated growth in operations, infrastructure and
personnel.

We have incurred significant net losses and negative cash flows from
operations. In fiscal year 2000, the Company has decided a one-time write
off of the entire Non-Cash Intellectual Property of US $7.2million. As of
June 31, 2001, the Company had an accumulated deficit of US $9.3 million.
These losses have been funded primarily through the issuance of common
stock in our initial private offering and convertible loans. We intend to
continue to invest heavily in sales, marketing, promotion, technology and
infrastructure development as we grow and when the fund is raised. As a
result, we expect to continue to incur operating losses and negative cash
flows for the foreseeable future.

We expect to devote substantial capital resources to expand the sales,
marketing, product development and customer service organizations, to
expand our marketing effort, to build the infrastructure necessary to
support the growth in our customer base and other general corporate
activities. We anticipate that our current cash and cash equivalents and
cash generated from operations, if any, will not be sufficient to satisfy
our liquidity requirements for at least the next 12 months. We will
require additional funds prior to such time, and we would then seek to
sell additional equity or debt securities or seek alternative sources of
financing. If we are unable to obtain this additional financing, we may be
required to reduce the scope of our planned sales and marketing and
product development efforts, which could harm our business, financial
condition and operating results. In addition, we may require additional
funds in order to fund more rapid expansion, to develop new or enhanced
services or products or to invest in complementary businesses,
technologies, services or products. Additional funding may not be
available on favorable terms, if at all.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.


                                    -15-
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) All exhibits required to be filed herein are incorporated by reference
    to Registrant's Form 10-SB, previously filed with the Commission on
    May 24, 1999.

(b) The Company filed the following reports on Form 8-K during the three
months ended June 30, 2001.

(1) Form 8-K/A, filed on April 11, 2001. Announced the resignation of the
Company's former accountant.

(2) Form 8-K, filed on May 8, 2001. Announced changes to the Company's
Officers and Directors.

(3) Form 8-K/A filed on May 24, 2001. Presented the Company's yearend 2000
financial statements.

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.

ICALL SYSTEMS, INC.

    Dated: September 17, 2001                 /s/ Marc Crimeni
                                              ----------------
                                                  Marc Crimeni
                                                  President





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