SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                              FORM 10-QSB

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

           For the quarterly period ended September 30, 2002

                    Commission file number: 0-26813

                         INCALL 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

                            (866) 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 September 30, 2002 there were 12,033,706 shares of the Issuer's common
stockoutstanding.

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         inCALL SYSTEMS, INC.
                    (formerly iCall Systems, Inc.)
                    (a development stage company)

              INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2002

                            (Unaudited)



BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>
                          inCALL SYSTEMS, INC.
                     (formerly iCall Systems, Inc.)
                     (a development stage company)
                      CONSOLIDATED BALANCE SHEETS

                                            September 30, December 31,
                                                2002         2001
                                             (Unaudited)
                                ASSETS
CURRENT
 Cash and cash equivalents                   $    3,472    $  130,066
 Accounts receivable                             61,601        12,439
 Prepaid expenses                                34,654        64,759

                                                 99,727       207,264

INVESTMENT IN TELCO BLUE (Note 7)               384,000             -
PROMISSORY NOTE RECEIVABLE (Note 6)             200,000             -
ADVANCES TO ICCP                                      1             1
FIXED ASSETS (Note 3)                            83,864        92,582
VOIP TECHNOLOGY (Note 5)                        450,000             -
GOODWILL (Note 4)                               633,317       633,317

                                             $1,850,909    $  933,164

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT
 Accounts payable and accrued liabilities    $  331,014    $   82,696
 Due to related parties (Note 10)                 6,281             -
 Convertible notes payable (Note 8)           1,166,853       892,243

                                              1,504,148       974,939

DEFERRED INCOME TAX                              14,833        14,833

                                              1,518,981       989,772

NET LIABILITIES OF DISCONTINUED
   OPERATIONS (Note 11)                          21,424             -

COMMITMENTS AND CONTINGENCIES (Note 1)

STOCKHOLDERS' EQUITY
 Capital stock (Note 9)
  Authorized:
  65,000,000 common shares with $0.001par value
  10,000,000 Preferred A shares
  Issued and outstanding: 12,033,706
    (December 31, 2001 - 10,913,852) post-split
    common shares                                1,712            957
 Additional paid-in capital                  2,310,171        854,161
 Obligation to issue shares (Note 12)           74,600        215,002
 Deposit on treasury shares                     (5,000)             -
 Accumulated other comprehensive income (loss) (48,633)             -
 Deficit accumulated during
  development stage                         (2,022,346)    (1,126,728)

                                               310,504        (56,608)

                                           $ 1,850,909    $   933,164

The accompanying notes are an integral part of these interim consolidated
financial statements
<PAGE>

                            inCALL SYSTEMS, INC.
                       (formerly iCall Systems, Inc.)
                       (a development stage company)
               INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)

                                                                October 20,
                                                                    1998
                            Three Months      Three Months      (inception)
                                Ended            Ended         to September
                            September 30,     September 30,          30,
                       2002          2001     2002     2001         2002
                                                                  (Note 1)

REVENUE
 Call centre revenue   $  80,064 $      -   $ 301,423 $       -   $ 372,041
 Contract fees           175,000        -     175,000         -     175,000

                         255,064        -     476,423         -     547,041

COST OF REVENUE            7,488        -     121,427         -     121,427

NET REVENUE              247,576        -     354,996         -     425,614




EXPENSES
 Consulting               94,421   23,017     447,374    53,280     560,425
 Depreciation              6,192        -      19,221         -      30,666
 General and
  administrative         198,697   27,908     767,497    76,688   1,169,064
 Marketing                     -        -      50,000         -      50,000
 Interest                 14,874   11,285      44,982    21,072      72,225
 Investor relations       13,043   20,545      48,043    31,479     144,751
 Write down of advances
   to ICCP                     -  136,500           -   532,499     532,499

                         327,227  219,255   1,377,117   715,018   2,559,630

OPERATING LOSS           (79,651)(219,255) (1,022,121) (715,018)(2,134,016)

GAIN ON SALE OF TECHNOLOGY
 (Note 6)                 96,667        -      96,667         -     96,667
GAIN ON SALE OF INVESTMENT
 (Note 7)                177,333        -     177,333         -    177,333
LOSS ON SETTLEMENT OF
 LAWSUIT                 (74,600)       -     (74,600)        -    (74,600)
INCOME TAX - DEFERRED          -        -           -         -    (14,833)

INCOME (LOSS) BEFORE
 DISCONTINUED OPERATIONS 119,749 (219,255)   (822,721) (715,018)(1,949,449)

LOSS FROM DISCONTINUED
 OPERATIONS (Note 11)    (72,897)       -     (72,897)        -    (72,897)

NET INCOME (LOSS) FOR
 THE PERIOD               46,852 (219,255)   (895,618) (715,018)(2,022,346)


BASIC NET INCOME (LOSS)
 PER SHARE              $   0.00 $  (0.02)   $  (0.08) $  (0.02)

WEIGHTED AVERAGE POST-SPLIT COMMON
 SHARES OUTSTANDING 12,033,577 10,548,232  11,570,362 35,826,306

The accompanying notes are an integral part of these interim consolidated
financial statements
<PAGE>

                         inCALL SYSTEMS, INC.
                    (formerly iCall Systems, Inc.)
                     (a development stage company)
             INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Unaudited)

                                                           October 20, 1998
                                    Nine Months Ended       (inception) to
                                      September 30,          September 30,
                                    2002         2001            2002
                                                               (Note 1)

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss for the period        $ (895,618)    $ (715,018)   $ (2,022,346)
 Adjustments to reconcile
 net loss to net cash used in
 operating activities
  - non-cash revenue              (160,000)             -        (160,000)
  - depreciation                    19,221              -          30,666
  - stock-based compensation       366,963              -         557,692
  - non-cash expenses              219,800              -         219,800
  - deferred income taxes                -              -          14,833
  - accrued interest on
     convertible notes              44,610         21,072          71,853
  - write down of advances to ICCP       -        532,499         532,499
  - gain on sale of technology     (96,667)             -         (96,667)
  - gain on sale of investment    (177,333)             -        (177,333)
  - loss on settlement of lawsuit   74,600              -          74,600
  - accounts receivable            (58,808)             -         (71,247)
  - prepaid expenses                29,618         (1,929)        (35,141)
  - accounts payable               342,413         22,190         425,108
  - due to related parties          21,015              -          21,015
 Cash flows from operating
 activities before discontinued
 operations                       (270,186)      (141,186)       (614,668)
 Cash used in discontinued
 operations                         (4,388)             -          (4,388)
CASH USED IN OPERATING ACTIVITIES (274,574)      (141,186)       (619,056)

CASH FLOWS FROM INVESTING ACTIVITIES
  - acquisition of fixed assets    (38,387)             -         (58,339)
  - advances to Internet Call
     Centre Pte Ltd. ("ICCP")            -       (532,500)       (532,500)
CASH FLOWS FROM INVESTING
  ACTIVITIES                       (38,387)      (532,500)       (590,839)

CASH FLOWS FROM FINANCING ACTIVITIES
  - proceeds from convertible
     notes payable                 230,000        525,000       1,095,000
  - proceeds from issuance of
     common shares for cash         10,000        154,500         172,000
  - deposit on treasury shares      (5,000)             -          (5,000)

CASH FLOWS FROM FINANCING
ACTIVITIES                         235,000        679,500       1,262,000

EFFECT OF FOREIGN EXCHANGE
  RATE CHANGES ON CASH             (48,633)             -         (48,633)

(DECREASE) INCREASE IN CASH
 AND CASH EQUIVALENTS              (126,594)         5,814          3,472

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD               130,066              -              -

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                  $    3,472     $    5,814      $   3,472

OTHER NON-CASH TRANSACTIONS:
During the period the Company issued 7,666 pre-split common shares at $2.40
per share for services of $18,698, 28,000 pre-split common shares at $2.50
per share for settlement of $45,000 of debt and for payment of $25,000 of
services; 30,000 pre-split common shares at $2.00 per share for $60,000 of
services; and 300,000 pre-split common shares at $2.00 per share for $600,000
on acquisition of VOIP technology.

During the period the Company also issued 42,000 post-split common shares at
$1.20 per share for services of $50,400, 286,670 post-split common shares for
acquisition of assets, 40,000 post-split common shares at $1.25 for services
of $50,000 and 11,852 post-split common shares at $1.35 for services of
$16,000.

See also Notes 4, 5, 6, 7, 8, 9 and 11.

The accompanying notes are an integral part of these interim consolidated
financial statements.

<PAGE>

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
-------------------------------------------------------
inCall Systems, Inc. was incorporated as Altrex Incorporated on October 20,
1998, under the laws of the State of Nevada.  The Company changed its name to
iCall Systems Inc. on January 22, 2001 to inCall Systems, Inc. on February 8,
2002.

The Company is in its development stage and to date its activities have been
limited to capital formation and the development of its call centre business
and related VOIP technology.  By agreement dated July 30, 2001 the Company
acquired the business and assets of 1st Call Pte Ltd., a Singapore-based call
centre provider.  On November 1, 2001 the Company commenced business
operations in Singapore through its new subsidiary inCall Systems Pte Ltd.
In February 2002 the Company acquired the assets and VOIP technology
developed by Vocalscape Communications Ltd.

The interim consolidated financial statements have been prepared on the basis
of a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.  At September
30, 2002 the Company has a working capital deficiency of $1,239,636 and has
incurred losses since inception raising substantial doubt as to the Company's
ability to continue as a going concern.  The Company's continued operations
are dependent on its ability to obtain additional financing, settling its
outstanding debts and ultimately to attain profitable operations.

Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-B.  They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements.  However,
except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2001 included in the Company's Annual Report on Form 10-
KSB filed with the Securities and Exchange Commission.  The interim unaudited
financial statements should be read in conjunction with those financial
statements included in the Form 10-KSB.  In the opinion of Management, all
adjustments considered necessary for a fair presentation, consisting solely
of normal recurring adjustments, have been made.  Operating results for the
nine months ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2002.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Basis of presentation
The accompanying financial statements are presented in United States dollars
and are prepared in accordance with accounting principles generally accepted
in the United States.

Principles of Consolidation
The financial statements include the accounts of the Company and its wholly-
owned subsidiaries, Vocalscape Networks Inc. incorporated in British
Columbia, Incall Systems (B.C.) Inc. incorporated in British Columbia, inCall
Systems Pte Ltd. incorporated in Singapore which commenced operations on
November 1, 2001, and inCall Systems Sdn Bhd incorporated in Malaysia on
December 12, 2001.  All significant intercompany balances and transactions
are eliminated on consolidation.

Revenue recognition
The Company generates revenue from provision of call centre and related
services.  Revenue is recognized when services are provided and collection is
reasonable assured.

Cash and cash equivalents
Cash and cash equivalents consists of cash on deposit and highly liquid
short-term interest bearing securities with maturities at the date of
purchase of three months or less.

Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses for the periods that the
financial statements are prepared.  Actual amounts could differ from these
estimates.

Investments
The Company accounts for investments under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain
Investments in Debt and Equity Securities.

Investments in securities are accounted for as either "trading securities" or
"available for sale" and are stated at quoted market values.  Securities that
are not readily marketable are stated at their estimated fair values as
determined by the Company's management.  The resulting unrealized gains and
losses for trading securities are included in net gain (loss) from
investments and the unrealized gains and losses for available for sale
securities, net of tax, are reported within stockholders' equity as a
component of other comprehensive income.  Securities transactions and any
related gains and losses are recorded on a trade date basis.  Realized gains
and losses from securities transactions are recorded on the identified cost
basis.

Fixed assets
Fixed assets are recorded at cost.  Depreciation is computed at the following
rates over the estimated useful lives of the assets:

   Computer equipment         30% declining balance
   Computer software          1 year straight-line
   Furniture and fixtures     6 years straight-line
   Office equipment           6 years straight-line
   Leasehold improvements     6 years straight-line
   VOIP technology            5 years straight-line

Goodwill and other intangible assets
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises the
accounting for purchased goodwill and intangible assets.  Under SFAS 142,
goodwill and intangible assets with indefinite lives will no longer be
amortized and will be tested for impairment annually.  The Company has
adopted the provisions of SFAS 142 for acquisition of goodwill and other
intangible assets after June 30, 2001.  The adoption of SFAS 142 has no
impact on the results of operations for any periods previously reported.

Stock-based compensation
The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", ("APB No. 25") and complies with
the disclosure provisions of Statement of Financial Accounting Standard
No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123").  Under
APB No. 25, compensation expense is recognized based on the difference, if
any, on the date of grant between the estimated fair value of the Company's
stock and the amount an employee must pay to acquire the stock.  Compensation
expense is recognized immediately for past services and pro-rata for future
services over the option-vesting period.

The Company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance with
SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in
Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring or in Conjunction with Selling Goods or
Services" ("EITF 96-18").  Costs are measured at the estimated fair market
value of the consideration received or the estimated fair value of the equity
instruments issued, whichever is more reliably measurable.  The value of
equity instruments issued for consideration other than employee services is
determined on the earlier of a performance commitment or completion of
performance by the provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25.  FIN 44
is generally effective July 1, 2000 with the exception of certain events
occurring after December 15, 1998.

Financial instruments
The Company's financial instruments include cash and cash equivalents,
accounts receivable, accounts payable and due to related parties.  The fair
values of these financial instruments approximate their carrying values.
Management believes that the fair value of the convertible debt approximates
its carrying value.

Income taxes
The Company follows the liability method of accounting for income taxes.
Under this method, future tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax balances.  Future tax assets and liabilities are measured
using enacted or substantially enacted tax rates expected to apply to the
taxable income in the years in which those differences are expected to be
recovered or settled.  The effect on future tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
date of enactment or substantive enactment.  A valuation allowance is
provided for deferred tax assets if it is more likely than not that the
Company will not realize the future benefit, or if the future deductibility
is uncertain.

Net loss per common share
Basic earnings per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of
common shares outstanding for the period.  Dilutive earnings per share
reflect the potential dilution of securities that could share in the earnings
of the Company.  The accompanying presentation is only of basic loss per
share as the potentially dilutive factors are anti-dilutive to basic loss per
share.

Foreign currency transactions
The financial statements are presented in United States dollars.  In
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation", foreign denominated monetary assets and liabilities
are translated to their United States dollar equivalents using foreign
exchange rates that prevailed at the balance sheet date.  Revenue and
expenses are translated at average rates of exchange during the year.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.

NOTE 3 - FIXED ASSETS
---------------------
                                           September 30,   December 31,
                                               2002           2001
                                           ------------    -----------
   Computer equipment and software         $     72,721    $    64,517
   Furniture and fixtures                         3,163          3,163
   Office equipment                              25,196         22,897
   Leasehold improvements                        13,450         13,450

                                                114,530        104,027
   Less: accumulated depreciation               (30,666)       (11,445)

                                           $     83,864    $    92,582

NOTE 4 - ACQUISITION OF BUSINESS ASSETS OF 1st CALL PTE LTD.
------------------------------------------------------------
On July 30, 2001 the Company acquired all of the business assets of 1st Call
Pte Ltd. ("1st Call"), a Singapore-based call centre provider of outsourced
customer interactive services in Asia, in exchange for 478,261 shares of
restricted common stock of the Company valued at $1.50 per share for a
purchase price of $717,391.

The business combination has been accounted for using the purchase method of
accounting as follows:

   Assets acquired at fair value:
   Fixed assets                                  $         84,074
   Goodwill and other intangibles                         633,317

   Purchase price                                $        717,391

During 2001 the Company issued 334,926 shares in connection with this
acquisition.  The remaining 143,335 shares were recorded as an obligation to
issue shares totalling $215,002.  These shares were issued in June 2002 as
286,670 post-split common shares.  Management has determined that as of
September 30, 2002 no impairment of goodwill has occurred.

NOTE 5 - ACQUISITION OF VOIP TECHNOLOGY
---------------------------------------
By agreement dated February 5, 2002 and completed March 26, 2002 the Company
acquired voice over internet protocol technology ("VOIP") developed by
Vocalscape Communications Ltd. from Blackwater Gold Corp, a British Columbia,
Canada company for $600,000 plus related equipment for $15,000.  The
consideration was by way of $15,000 cash and 300,000 common shares of the
Company valued at $2.00 per share.  As further consideration, for 24 months,
the Company will pay a royalty of 2% of gross revenue reported by the Company
and thereafter for 36 months the Company will pay a royalty of 1% of the
gross revenue reported by the Company, subject to a maximum of $250,000 per
year.  The Company has the right to repurchase the 300,000 shares at a price
of $2.20 per share in the first year and at $2.40 per share in the second
year.  The Company also is required to repurchase each quarter a minimum of
$10,000 of these shares from Blackwater Gold Corp.  As at September 30, 2002
the Company had paid $5,000 towards the first quarter's purchase.

NOTE 6 - TECHNOLOGY LICENSE AGREEMENTS
--------------------------------------
During the period, the Company's wholly-owned subsidiary Vocalscape Networks
Inc. (Vocalscape) entered into an International Distributor Agreement with
Better Call Home, Inc. ("BCH"), a privately held Nevada company for the
rights to market its VOIP technology for the prepaid calling card business.
Under the terms of the agreement Vocalscape granted international
distribution rights of its Voice Over the Internet Protocol (VOIP) to Better
Call Home in exchange for an initial 92.5% equity interest in Better Call
Home.  Concurrent with this license, Vocalscape agreed to transfer a 75%
interest in BCH to a third party in consideration of a promissory note in the
amount of $200,000 which bears interest at 8% per annum and is due in full
August 4, 2004.  The Company realized a gain of $96,667 on the sale of VOIP
technology.

NOTE 7 - INVESTMENT IN TELCO BLUE INC.
--------------------------------------
By agreement dated August 7, 2002 between BCH and Telco Blue Inc. ("Telco"),
formerly Wave Power.Net Inc., Telco acquired a 100% interest in BCH in
exchange for 16,000,000 restricted common shares of Telco.  As a result
Vocalscape exchanged its 17.5% interest in BCH for 2,800,000 restricted
common shares of Telco valued at $224,000 resulting in a gain on sale of BCH
of $177,333.  Concurrent with this sale Telco entered into a two-year
management agreement with Vocalscape to provide services related to its VOIP
business.  Telco issued an additional 2,000,000 shares of common stock valued
at $160,000 and has agreed to pay an additional monthly fee equal to the
greater of $15,000 or 5% of gross revenue generated from use of the VOIP
technology plus expenses.

NOTE 8 - CONVERTIBLE NOTES PAYABLE
----------------------------------
During the year ended December 31, 2001 the Company obtained loans secured by
convertible notes in the amount of $440,000 with Update Ltd. ("Update").  The
notes bear simple annual interest at 6%, with principal and interest due on
September 20, 2002, which was extended to April 30, 2003.  The notes give
Update the option of converting into restricted common shares at a conversion
price equal to the lesser of 75% of the average closing price for the five
trading days prior to conversion or $1.25 per share.  In the event of a
default, (interest not paid or debenture not paid at maturity) interest will
continue to accrue on the total amount then due at an annual interest rate of
12% plus a collection fee of $10,000.

The Company also obtained additional loans secured by convertible notes for
an additional $655,000 with Update ($35,000 on June 19, 2001 which was
extended to April 30, 2003, $50,000 on July 1, 2001 which was extended to
April 30, 2003, $40,000 on October 3, 2001 which was extended to April 30,
2003, $20,000 on October 17, 2001 which was extended to April 30, 2003,
$140,000 on November 15, 2001, $140,000 on December 12, 2001, $50,000 on
March 5, 2002, $50,000 on March 25, 2002, $50,000 on April 2, 2002, $50,000
on June 10, 2002 and $30,000 on July 16, 2002).  These notes have ten-month
terms from the funding date with simple annual interest at 6%, payable
monthly.  The notes give Update the option of converting into restricted
common shares at a conversion price equal to the lesser of 60% of the average
closing price for the five trading days prior to conversion or $1.25 per
share.  In the event of a default, (interest not paid or debenture not paid
at maturity) interest will continue to accrue on the total amount then due at
an annual interest rate of 12% plus a collection fee of $10,000.

All of the notes contain a restriction on future financings that the Company
shall not issue common stock for a price of less than $1.50 per share without
the written permission of the Lender for as long as any principal remains
outstanding.  Further, the Company pledged all of its assets as collateral
for the loan.  The Company also agreed to file a General Security Agreement
("GSA"), or GSA-equivalent, to register this security claim.  As at September
30, 2002, interest of $71,853 has been accrued and is included in the balance
owing.

NOTE 9 - CAPITAL STOCK
----------------------
During the period the Company issued 30,000 pre-split common shares in
exchange for legal services of $40,000 and investor relations of $20,000,
7,666 pre-split common shares in exchange for consulting fees of $18,400, and
28,000 pre-split common shares in exchange for investor relations services
valued at $70,000, of which $45,000 had been incurred prior to December 31,
2001.

In addition, the Company issued 300,000 pre-split common shares for certain
assets and voice over internet protocol technology valued at $600,000. Refer
to Note 4.

Effective April 2, 2002 the Company authorized a forward split of its common
shares on a 2:1 basis resulting in an increase to the total issued and
outstanding number of shares of common stock to 11,609,852 shares.

During the period the Company also issued 10,000 post-split common shares at
$1.25 for cash of $10,000, 42,000 post-split common shares at $1.20 per share
for legal services, 286,670 post-split common shares for acquisition of
assets (refer to Note 5), 40,000 post-split common shares at $1.25 for
marketing services, and 11,852 post-split common shares at $1.35 for
consulting services.

Stock options

During 2001 the Company granted options to acquire a total of 2,200,000 post-
split shares of the Company's common stock to certain officers, directors and
employees of the Company and its subsidiaries.  The options were granted at
an exercise price of $1.00 per share and vest evenly over periods ranging
from 6 months to 24 months from the date of each grant.

Effective March 15, 2002, the Company adopted a stock option plan, the 2002
Stock Option Plan (the "Plan").  The plan allows for the granting of options
to acquire shares of the Company's common stock in an amount not to exceed
25% of the shares otherwise issued and outstanding.  The Plan allows for the
granting of either Incentive Stock Options or Nonqualified Stock Options at a
price not less than 80% of the market value of the Company's common stock for
terms not to exceed 10 years.  The vesting of the options granted is at the
discretion of the Company's Board of Directors.  The plan permits granting of
options to employees, consultants, officers and employee directors of the
Company and any of its subsidiaries.

During 2002 the Company granted options to acquire a total of 132,000 post-
split shares of the Company's common stock to certain officers, directors and
employees of the Company and its subsidiaries.  The options were granted at
an exercise price of $1.20 per share and vest evenly over 24 months from the
date of each grant.

During 2002 the Company granted options to acquire 160,000 post-split shares
of the Company's common stock to a consultant of the Company.  The options
were granted at an exercise price of $1.375 per share.  Another consultant
was granted options to acquire 100,000 post-split shares of the Company's
common stock.  The options were granted at an exercise price of $1.36 per
share and vest evenly over 12 months from the date of grant.

The following table summarizes information about stock options outstanding as
at September 30, 2002:

                                      Options Outstanding    Options Vested
                                                 Weighted
                Market price at       Number     Average          Number
 Exercise Price  Date of Grant    Outstanding remaining Life   Outstanding
  -------------------------------------------------------------------------
     $1.00            $1.175        1,200,000       8.64 years      991,666
     $1.00            $1.20         1,000,000       9.02          1,000,000
     $1.20            $1.30           132,000       9.58             27,500
     $1.375           $1.375          160,000       0.25            160,000
     $1.36            $1.36           100,000        .67             33,333
     $1.02            $1.02           100,000       9.63             27,778
                                    ---------------------------------------
                                    2,692,000       8.31 years    2,240,277

Stock-based compensation
The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of APB No. 25 and complies with the disclosure
provisions of SFAS No. 123.  In accordance with SFAS No. 123 the Company
applies the fair value method using the Black-Scholes option-pricing model in
accounting for options granted to consultants. In addition, the Company has
adopted the provisions of FIN 44.

The 2,200,000 options were granted to employees, officers and directors at
less than market value of the Company's common stock with a total intrinsic
value, being the excess of the quoted market price of the common stock over
the exercise price at the date the options are granted, of $410,000.  In
accordance with the provisions of ABP No. 25, this additional compensation
will be recognized over the vesting period of the options of which $182,813
has been recorded in the period ended September 30, 2002 and $373,542 has
been recorded to date.

The 132,000 options were granted to employees, officers and directors at less
than market value of the Company's common stock with a total intrinsic value,
being the excess of the quoted market price of the common stock over the
exercise price at the date the options are granted, of $13,200.  In
accordance with the provisions of ABP No. 25, this additional compensation
will be recognized over the vesting period of the options of which $2,750
been recorded in the period ended September 30, 2002.

In addition, the Company has recorded $150,400 of compensation expense
relating to the 160,000 options granted to a consultant which vested
immediately, and $31,000 of a total of $93,000 of compensation relating to
the 100,000 options granted to a consultant which vest evenly over a period
of one year.  These options were valued using the Black-Scholes option
pricing model with the following weighted average assumptions: risk free
interest rates of 4%; dividend yield of 0%; volatility factors of the
expected market price of the Company's common stock of 97% and a weighted
average expected life of the option of 1 year.

Also 100,000 options were granted during the period to an employee at an
amount equal to the market value of the Company's common stock resulting in
no intrinsic value.  In accordance with the provisions of ABP No. 25, no
additional compensation is required to be recognized over the vesting period
of the options.

Pro forma information regarding net income and earnings per share is required
by SFAS No. 123, which also requires that the information be determined as if
the Company had accounted for its employee stock options under the fair value
method of that statement.  The fair value of each option granted in 2002 was
estimated at the date of grant using the Black-Scholes option pricing model
with the following weighted average assumptions: risk free interest rates of
5%; dividend yield of 0%; volatility factors of the expected market price of
the Company's common stock of 28% and a weighted average expected life of the
option of 2 years.

For purposes of pro-forma disclosures, the estimated fair value of the
options is amortized to expense over the vesting period.  The Company's pro-
forma information relating to the granting and vesting of stock options is as
follows:

                                      September 30,     September 30,
                                          2002              2001

  Net loss            As reported   $     (895,618)      $  (715,018)
  APB 25 compensation
    expense           As reported          208,813                 -
  SFAS 123 compensation
     expense          Pro-forma           (638,996)                -

 Pro-forma                           $  (1,325,801)      $  (715,018)

  Pro-forma net loss per share
     Basis and fully
     diluted          Pro-forma      $       (0.11)      $     (0.02)

NOTE 10 - RELATED PARTY TRANSACTIONS
------------------------------------
During the period consulting fees totalling $129,656 (2001 - $30,263) were
paid to three officers and directors of the Company.  At September 30, 2002
$83,237 is owing to these parties and is included in accounts payable.  In
addition, net cash advances of $6,281 were received from a director and are
outstanding as at September 30, 2002.  Amounts due to related parties are
unsecured, bear no interest and have no specified terms of repayment.

NOTE 11 - DISCONTINUED OPERATIONS
---------------------------------
Subsequent to September 30, 2002 the Company shut down its Malaysian call
centre operations and terminated it strategic alliance agreement with Hewlett
Packard Malaysia Sdn. Bhd.  Accordingly, the Company has disclosed the
results of operations of this division as discontinued operations.  The
Company is seeking a buyer for its Malaysian assets.

NOTE 12 - LEGAL PROCEEDINGS
---------------------------
A purported complaint was pending against the Company, Signature Stock
Transfer, Inc., inCall Systems, Inc., Kevin Nichols and Jane Doe Nichols v.
Jeffrey Bunch and Tracy Bunch, for declaratory judgment, injunctive relief
and money damages, filed in the Superior Court of Washington, Spokane County.
The complaint was based upon two shareholders both claiming ownership of
certain common shares of the Company. The plaintiffs purported to be the
record and beneficial owners of these share certificates.

By agreement dated December 11, 2002 the parties agreed to settle all
outstanding claims and the Company agreed to issued 149,200 shares of common
stock valued at $74,600 to the plaintiffs.

NOTE 13 - INCOME TAXES
----------------------
The Company's has net operating loss carryforwards at September 30, 2002.
These carryforwards will expire, if not utilized, beginning in 2015.  The
potential tax benefit of these losses has not been recorded as a full
deferred tax asset valuation allowance has been provided due to the
uncertainty regarding the realization of these losses.

<PAGE>

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

Part II

OVERVIEW

inCall Systems, Inc. was incorporated as Altrex Incorporated on October 20,
1998, under the laws of the State of Nevada. The Company changed its name
to iCall Systems Inc. on January 22, 2001 to inCall Systems, Inc. on
February 8, 2002.

The Company is in its development stage and to date its activities have
been limited to capital formation and the development of its call centre
business.

The Company offers an integrated suite of Customer Relations Management
(CRM) services, including Internet and telephony turnkey communications
solutions, to corporations and provides them with the ability to experience
increased customer retention, revenue and profitability.

Equipped with the latest in telephony and computer technologies, the
Company provides all forms of customer contact and interaction services -
ranging from telephone, fax and email management, to live interactive sales
assistance using VoIP, text chat, co-web browsing and customer self-service
- - from a single source, backed by a sophisticated knowledge base.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed
consolidated financial statements and segment data and in conjunction with
the Company's 10K filed April 15, 2002. Results for interim periods may not
be indicative of the results for the full year.

By agreement dated November 22, 2000 between the Company and the shareholders
of The Internet Call Centre Pte Ltd ("ICCP"), the Company agreed to acquire
all the issued and outstanding shares of ICCP in exchange for the issuance of
6,500,000 restricted common shares, subject to certain conditions and
completion of due diligence. The Company subsequently determined not to
proceed with this acquisition, the agreement was not consummated and the
share exchange did not occur.  During October 2001 the parties mutually
agreed to formally rescind the November 22, 2000 acquisition agreement.  As a
result of this rescission, the Company did not carry out any operations until
November 2001. Therefore, comparisons of its quarter-end September 2001 and
2002 operating results are not meaningful and detailed discussions of revenue
and expenses exclude comparisons to our quarter ended September 30, 2001.

ICCP was a private Singapore company, which was facilitating real-time sales
and customer service for companies doing business on the Internet. During
2001, the Company advanced a total of $532,500 to ICCP to develop its
business, however, as the Company subsequently determined not to proceed with
this acquisition, the agreement was not consummated and the share exchange
did not occur.  During October 2001, the parties mutually agreed to formally
rescind the November 22, 2000 acquisition agreement.

The Company was assigned the accounts receivables of ICCP on October 26, 2001
of approximately $70,000 as part of the rescission agreement and recognized
those accounts receivables in the fourth quarter 2001.

On July 30, 2001, the Company purchased the assets of privately-held 1st Call
Pte Ltd, an 81seat Singapore based call center provider of outsourced call
center services in Asia, in exchange for 478,261 shares of restricted common
stock of the Company valued at $1.50 per share for a purchase price of
$717,391.

This acquisition established the Company's call center facilities and
telephony expertise in Asia to service clients 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 included Cisco Systems, Hewlett-
Packard, MCI WorldCom Asia, Microsoft Singapore, and Oracle Singapore.

The business operations and assets of 1st Call were initially integrated with
the operations of ICCP.  During the fourth quarter of 2001, the assets and
operations were relocated to separate premises as part of the terms of the
ICCP rescission.  Accordingly, no revenue or expenses relating to the
operations of 1st Call have been included in the financial statements of the
Company until the fourth quarter of 2001.

On November 1, 2001, iCALL Systems formed a new Singapore subsidiary called
inCall Systems Pte Ltd and secured new office premises. The Company has moved
all the assets of 1st Call Pte Ltd into the new office premises to operate
under the name of inCall. Mr. Chin Tiong Seah, who was managing director of
1st Call, is the managing director of inCall Systems. All of the 1st Call
permanent staff accepted employment with inCall Systems. All of the existing
contracts and customers of 1st Call been have transferred to over to inCall
Systems. Additionally, certain accounts of ICCP have also elected to transfer
their business to the services of inCall Systems.

HEWLETT-PACKARD STRATEGIC ALLIANCE

On September 6, 2001, the Company signed a 4-year strategic alliance
agreement with Hewlett-Packard Sales (Malaysia) Sdn Bhd ("HP"). Under the
terms of the agreement, HP Services Division will provide its clients with
the Company's integrated suite of Internet customer service solutions and
will incorporate the Company's capabilities into HP's Customer Interaction
Centers. HP has also committed to contract the Company to provide first level
technical support for HP products sold in Malaysia, which will generate
immediate revenue for the Company. In addition the HP agreement will provide
the Company with facility space, computer and office equipment, and a ready
to operate call center located in the HP data center building in Malaysia.
The Company will provide technology, processes and management staff to
operate the call center.

Additionally, HP has agreed to contract the Company to handle level 1 support
calls for HP products sold in Malaysia. On December 12, 2001, the Company
formed a new Malaysian subsidiary called inCall Systems Sdn Bhd and moved
into new office premises in Hewlett-Packard's building. In conjunction with
Hewlett-Packard the Company began construction of its Malaysian based call
center.

To date Hewlett-Packard has invested approximately $220,000 dollars in the
establishment of the Malaysian center. To date, inCall Systems has invested
approximately $80,000 and intends to invest an additional $50,000 in
completing the center.

VOCALSCAPE ACQUISITION

During February 2002, the Company completed the acquisition of the assets of
privately held Vocalscape Networks Inc. (www.vocalscape.com). The acquisition
of Vocalscape's Voice over Intenet Protocol (VoIP) and electronic Customer
Relationship Management (eCRM) solutions was a major milestone for inCall
Systems' strategic plan for rapid growth. In September of 2001, TMC Labs
bestowed its Innovation award and Editor's Choice award to Vocalscape's own
VocalConnect citing, "[VocalConnect] is designed to help bring resolution to
the "abandoned shopping cart syndrome" prevalent in e-commerce. It does so by
allowing the customer to either request a Web chat session or click on the
phone button to speak directly to a Customer Service Representative."

inCall Systems acquired the assets of Vocalscape from Blackwater Gold
Corporation (BWG) for a combination of stock and cash. Under the terms of the
agreement, inCall Systems paid $15,000cash and 300,000 shares, valued at
$2.00 per inCall share, issued under Rule 144 and carrying a 24-month legend.
inCall may repurchase the shares at $2.20 per share for the first 12 months
and $2.40 per share during months 13 to 24. Royalties are payable to
Blackwater Gold Corporation by inCall Systems at the rate of 2% of gross
revenue reported by inCall Systems for a 24 month period, followed by 1% of
gross revenue for a 36 month period (the maximum cumulative royalties paid in
any inCall Systems fiscal year shall not exceed $250,000.00).

New technologies like Vocalscape's eCRM products are in the early stage of
market adoption. The Company has chosen a strategy of leveraging its newly
acquired technology through bundling agreements in order to increase
penetration and awareness in the market. These key strategic partnerships,
which allow the Company to bundle its technology with that of its partners,
serve to increase product awareness while at the same time generating revenue
at a minimal cost.

ARTICULATE ACQUISITION

June 23, 2002, the Company completed the acquisition of the business and
customer contracts of Articulate Customer Care Sdn Bhd ("Articulate"), a
Malaysian based call center provider of outsourced customer interactive
services for Asia.

Under the terms of the acquisition agreement, Articulate received shares of
inCall Systems common stock in exchange for 100% of the customer contracts of
Articulate. Some of Articulate's blue chip customers include American Express
and ExxonMobil.  The Company has recorded the acquisition of these contracts
as a marketing expense.

The Articulate purchase is a continuation of the Company's planned strategic
growth and acquisition strategy in both the Pacific Rim and the continental
United States. The Company's other most recent call center acquisition was
the assets and customers of 1st Call Ptd Ltd of Singapore in July of 2001.
inCall Systems has identified and is in discussions with other call center
acquisition targets in both Asia and North America.

DISTRIBUTION AGREEMENTS

On September 9, 2002 inCall Systems, Inc.'s wholly owned subsidiary,
Vocalscape Networks Inc., entered into a distribution agreement with Better
Call Home, Inc.(BCH) a Nevada corporation. Under terms of the agreement,
ninety-two and nine tenths percent (92.6%) of the outstanding shares of BCH's
common stock was transferred to Vocalscape Networks Inc. in exchange for the
right to distribute Vocalscape products. In consideration for such rights,
Vocalscape will receive good and marketable title to Seventeen point six
percent (17.6%) of BCH's issued and outstanding common stock free of all
encumbrances whatsoever.

Vocalscape Networks Inc. sold 750,000 shares of Better Call Home, Inc. to
O.B. Services Inc., a Colorado corporation and Creative Communication Corp.,
a Colorado corporation. A promissory note for $200,000, designated for the
purchase of such shares, was received by Vocalscape Networks Inc. August 28,
2002 and became effective September 9, 2002.

Interest of 8% and any accrued unpaid charges on the note are payable
annually, in arrears, on the last day of each calendar year, commencing with
a short calendar year for 2002. The principle balance, interest and accrued
unpaid charges under the note are due and payable on the final maturity date
of August 4, 2004.

On September 9, 2002 inCall Systems, Inc.'s wholly owned subsidiary,
Vocalscape Networks Inc., entered into a 2 year management agreement with
TelcoBlue a public Delaware Corporation listed on the OTCBB.  Under the terms
of the agreement Vocalscape Networks Inc. will provide telcoBlue with day-to
day contractual management for the development and deployment of telcoBlue's
Voice over Internet Protocol (VoIP) technology for pre-paid calling cards.
Vocalscape Networks Inc. will receive $15,000 per month is fees along with 5%
of telcoBlue's gross revenues or 25% of the Company's gross profit, which
ever  is greater. If telcoBlue does not have the financial means to pay the
monthly consulting fee it may issue common shares to Vocalscape Networks Inc.
at $0.25 per share for management fees.

OPERATIONS

Revenues for the nine months ended September 30, 2002 were $476,423. Revenues
were primarily generated from Company's Singapore and Malaysian call center
operations and consulting revenues generated through Vocalscape Networks Inc.
The Company's customer list includes Cisco, Hewlett-Packard, Sun
MicroSystems, Exxon and American Express.

Cost of Revenues for the nine months ended September 30, 2002 was $121,427
resulting in a Net Revenue of $354,996. Cost of revenues consisted primarily
of salaries payable to call center staff.

Consulting consisted of compensation for officers and directors of the
Company who focused on seeking suitable acquisition companies, developing
business plans and fund raising activities. Consulting also consisted of
compensation for programmers who focused on maintaining the Company's
software technologies. Consulting expenses for the nine months ended
September 30, 2002 were $447,374.

General and Administrative expenses consist primarily of rent, phone and fax
and other office expenses. General and Administrative expenses for the nine
months ended September 30, 2002 were $767,497.

Marketing expenses for the nine months ending September 30, 2002 was $50,000
and consisted primarily of inCall Systems common stock issued in exchange for
100% of the customer contracts of Articulate.

Interest for the nine months ended September 30, 2002 was $44,982 consisting
of accrued interest on the Company's convertible notes.

Investor relations for the nine months ended to September 30, 2002 consisted
of profiling the Company in investment papers and the professional services
of investment relations firms and personnel. During the period, expense for
investor relations was $48,043.

Total Operating Expenses for the nine months ended September 30, 2002 were
$1,377,117 resulting in an Operating Loss of $1,022,121. Basic Net Loss per
Share amounted to $0.08 for the nine months ended September 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

In nine months ended September 30, 2002, the Company has financed operations
principally through cash generated by convertible notes.

Net cash used in operating activities was $274,574 for the nine months ended
September 30, 2002 and consisted primarily of accounts payable, fees due to
related third parties and accrued interest on convertible notes

Net cash provided by financing activities was US $235,000 for the nine months
ended June 30, 2002. Net cash, provided by financing activities for the nine
months ended September 30, 2002, was attributable to proceeds generated from
convertible notes of $230,000 plus the proceeds from issuance of common
shares of $10,000, less $5,000 paid on deposit for treasury shares. Investing
activities consisted of acquisition of fixed assets, totaling $38,387

The Company anticipates that its current cash and cash equivalents and cash
generated from operations, if any, will not be sufficient to satisfy its
liquidity requirements for at least the next 12 months. The Company will
require additional funds prior to such time and will seek to sell additional
equity or debt securities or seek alternative sources of financing. If the
Company is unable to obtain this additional financing, it may be required to
reduce the scope of its planned sales and marketing and product development
efforts, which could harm its business, financial condition and operating
results. In addition, the Company 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

A purported complaint is pending against the Company, Signature Stock
Transfer, Inc., inCall Systems, Inc., Kevin Nichols and Jane Doe Nichols v.
Jeffrey Bunch and Tracy Bunch, for declaratory judgment, injunctive relief
and money damages, filed in the Superior Court of Washington, Spokane County.
The complaint is based upon two shareholders both claiming ownership of
certain common shares of the Company. The plaintiffs purport to be the record
and beneficial owners of these share certificates.

The Company believes it is not a valid defendant and the Company believes the
complaint is without merit and frivolous. Management currently believes that
resolving these matters will not have a material adverse impact on the
Company's financial position or its results of operations.

The Company signed a settlement agreement between all parties involved in the
legal proceeding on December 9, 2002. The Company felt it was in its best
interest to settle the litigation in lieu of lengthy court battles and rising
legal costs.  The Company will issue 149,200 shares of its common stock in
settlement of the litigation.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

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) (a) All exhibits required to be filed herein are incorporated by
reference
    to Registrant's Form 10-SB, previously filed with the Commission on
    March 31, 2001.

(b) The Company filed the following reports on Form 8-K during the three
    months ended September 30, 2002.

   (1) inCall Systems, Inc.'s wholly owned subsidiary, Vocalscape Networks
Inc., has entered into a distribution agreement with Better Call Home,
Inc.(BCH) a Nevada corporation. Under terms of the agreement, ninety-two and
six tenths percent (92.6%) of the outstanding shares of BCH's common stock
will be transferred to Vocalscape Networks Inc. in exchange for the right to
distribute Vocalscape products. In consideration for such rights, Vocalscape
will receive good and marketable title to twenty percent (20%) of BCH's
issued and outstanding common stock free of all encumbrances whatsoever.

Vocalscape Networks Inc. sold 750,000 shares of Better Call Home, Inc. to
O.B. Services Inc., a Colorado corporation and Creative Communication Corp.,
a Colorado corporation. A promissory note for $200,000, designated for the
purchase of such shares, was received by Vocalscape Networks Inc. August 28,
2002 and became effective September 9, 2002.

Interest of 8% and any accrued unpaid charges on the note are payable
annually, in arrears, on the last day of each calendar year, commencing with
a short calendar year for 2002. The principle balance, interest and accrued
unpaid charges under the note are due and payable on the final maturity date
of August 4, 2004.


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.

inCall Systems, Inc.

    Dated: December 24, 2002                    /s/ Marc Crimeni
                                                ----------------
                                                  Marc Crimeni
                                                  CEO, Director

                                                /s/ Ron McIntyre
                                                ----------------
                                                  Ron Mc Intyre
                                                  President

<PAGE>

                      CERTIFICATION PURSUANT TO
                        18 U.S.C. SECTION 1350,
                        AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


   In connection with the Quarterly Report on Form 10-QSB for the nine-month
period ended September 30, 2002 of INCALL SYSTEMS, INC., a Nevada corporation
(the "Company"), as filed with the Securities and Exchange Commission on the
date hereof (the "Quarterly Report"), I, Marc Crimeni, Chairman and Chief
Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Quarterly Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Quarterly Report fairly presents, in
all material respects, the financial condition and results of operation of
the Company.


                                 /s/ Marc Crimeni
                                 ----------------
                                 Marc Crimeni, Chairman and
                                 Chief Executive Officer
                                 December 24, 2002