SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                              FORM 10-QSB/A

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

             For the quarterly period ended March 31, 2003

                    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

                            (604) 628-5278
                            --------------
         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 March 31, 2003 there were 12,013,706 shares of the Issuer's common
stock outstanding.

                                       1
<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             inCALL SYSTEMS, INC.
                        (a development stage company)
                 INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                              MARCH 31, 2003
                               (Unaudited)


BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS



                                       2
<PAGE>




                             inCALL SYSTEMS, INC.
                         (a development stage company)
                          CONSOLIDATED BALANCE SHEETS

                                                 March 31,    December 31,
                                                    2003          2002
                                                  ---------     ---------
                                                (Unaudited)
                               ASSETS
CURRENT
 Cash                                             $   6,013     $   6,142
 Accounts receivable                                 77,619        50,589
 Prepaid expenses                                     2,229         1,945
                                                   ---------     ---------
                                                      85,861        58,676

FIXED ASSETS (Note 3)                                79,682        80,983
VOIP TECHNOLOGY (Note 4)                            450,000       450,000
NOTE RECEIVABLE (Note 5)                             25,000        25,000
INVESTMENT IN TELCO BLUE (Note 6)                   230,000       240,000
GOODWILL                                             180,138       180,138
                                                   ---------     ---------
                                                  $1,050,681    $1,034,797
                                                   =========     =========

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT
 Accounts payable and accrued liabilities        $  591,026    $  530,694
 Due to related parties (Note 10)                     5,455        13,361
 Loan payable (Note 8)                               30,000             -
 Convertible notes payable (Note 7)              1,199,905     1,183,705
                                                  ---------     ---------
                                                  1,826,386     1,727,760
                                                  ---------     ---------
COMMITMENTS AND CONTINGENCIES (Notes 1 and 4)
STOCKHOLDERS' EQUITY
 Capital stock (Note 9)
  Authorized:
   65,000,000 common shares with $0.001 par value
   10,000,000 Preferred A shares
  Issued and outstanding: 12,033,706
    (2002 - 12,033,706) common shares                 1,702         1,702
 Additional paid-in capital                       2,522,446     2,509,858
 Obligation to repurchase shares (Note 4)           (40,000)      (30,000)
 Other comprehensive loss                          (144,000)     (144,000)
 Deficit accumulated during development stage    (3,115,853)   (3,030,523)
                                                  ---------     ---------
                                                   (775,705)     (692,963)
                                                  ---------     ---------

                                                 $1,050,681    $1,034,797
                                                  =========     =========

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

                                       3
<PAGE>



                             inCALL SYSTEMS, INC.
                         (a development stage company)
                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
                                                                October 13,
                                                                    1999
                                                             (inception) to
                                      Three months ended March    March 31,
                                                 31
                                         2003          2002          2003
                                      ----------    ----------   ----------
REVENUE
 Software licensing and contract fees $   45,000    $        -   $  334,295
EXPENSES
 Consulting and management fees           51,415        95,753      551,085
 Depreciation                              1,301           261        5,170
 General and administrative               10,239        27,893      138,764
 Impairment of goodwill                        -             -      453,179
 Interest - cash                          31,200        13,842      120,101
  - non-cash                                   -             -      183,840
 Investor relations                            -             -      124,751
 Marketing                                     -        50,000       50,000
 Professional fees                        23,587        31,256      256,804
 Travel                                        -        18,643      154,783
 Stock-based compensation                 12,588        60,937      606,117
 Write down of advances to ICCP                -             -      532,499
                                      ----------    ----------   ----------
                                         130,330       298,585    3,177,093
                                      ----------    ----------   ----------
OPERATING LOSS                           (85,330)     (298,585)  (2,842,798)

GAIN ON SALE OF TECHNOLOGY (Note 5)            -             -      96,667
GAIN ON SALE OF INVESTMENT (Note 6)            -             -     177,333
LOSS ON SETTLEMENT OF LAWSUIT                  -             -     (74,600)
IMPAIRMENT OF PROMISSORY NOTE (Note 5)         -             -    (175,000)
                                      ----------    ----------   ----------
LOSS BEFORE DISCONTINUED OPERATIONS      (85,330)     (298,585)  (2,818,398)

DISCONTINUED OPERATIONS (Note 11)
 Loss from Malaysia operations                 -       (21,034)    (58,948)
 Loss from Singapore operations                -       (24,856)   (238,507)
                                      ----------    ----------  ----------
NET LOSS FOR THE PERIOD               $  (85,330)   $ (356,408)$(3,115,853)
                                      ==========    ==========  ==========
LOSS PER SHARE FROM CONTINUING
  OPERATIONS                          $    (0.01)   $    (0.03)
LOSS PER SHARE FROM DISCONTINUED
  OPERATIONS                          $    (0.00)   $    (0.00)
                                      ----------    ----------
BASIC NET LOSS PER SHARE              $    (0.01)   $    (0.03)
                                      ----------    ----------
WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                          12,033,706    10,962,608

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

                                       4
<PAGE>

                             inCALL SYSTEMS, INC.
                         (a development stage company)
                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
                                                                October 13,
                                                                    1999
                                                             (inception) to
                                       Three months ended March    March 31,
                                                  31
                                          2003          2002          2003
                                       ----------    ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the year from
      continuing operations           $  (85,330)   $ (298,585)$(2,818,398)
 Adjustments to reconcile net loss
   to net cash used in operating activities
 - non-cash revenue                            -             -    (160,000)
 - depreciation                            1,301           261       5,170
 - stock-based compensation               12,588        60,937     606,117
 - non-cash expenses                      10,000        53,400     393,640
 - accrued interest on convertible
     notes and loan                       21,200        13,077     109,905
 - write down of advances to ICCP              -             -     532,499
 - gain on sale of technology                  -             -     (96,667)
 - gain on sale of investment                  -             -    (177,333)
 - loss on settlement of lawsuit               -             -      74,600
 - impairment of promissory note               -             -     175,000
 - impairment of goodwill                      -             -     453,179
 - accounts receivable                   (27,030)            -     (30,153)
 - prepaid expenses                         (284)            -      (2,229)
 - accounts payable and accrued
     liabilities                          50,332        46,876     392,456
                                      ----------    ----------  ----------
 Cash flows used in continuing
   Operations                            (17,223)     (124,034)   (542,214)
 Cash used in discontinued operations          -       (63,082)   (152,434)
                                      ----------    ----------  ----------
CASH USED IN OPERATING ACTIVITIES        (17,223)     (187,113)   (694,648)
                                      ----------    ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES
     - acquisition of fixed assets             -       (28,759)    (58,339)
     - advances to Internet Call
         Centre Pte Ltd. ("ICCP")              -             -    (532,500)
                                      ----------    ----------  ----------
CASH FLOWS USED IN INVESTING ACTIVITIES        -       (28,759)   (590,839)
                                      ----------    ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
 - proceeds from convertible notes payable     -       100,000   1,095,000
 - proceeds from loan payable             25,000             -      25,000
 - proceeds from issuance of
     common shares for cash                    -             -     172,000
 - deposit on treasury shares                  -             -      (5,955)
 - advances from (repayments to)
     related parties                      (7,906)        3,701       5,455
                                      ----------    ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES      17,094       103,701   1,291,500
                                      ----------    ----------  ----------

INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                          (129)     (115,875)      6,013
CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                      6,142       130,066           -
                                      ----------    ----------  ----------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                       $    6,013    $   14,191 $     6,013
                                      ==========    ==========  ==========


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

                                       5
<PAGE>

                             inCALL SYSTEMS, INC.
                         (a development stage company)
                 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2003

                                   (Unaudited)

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 and 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 center business
and VOIP and related CRM technology.  By agreement dated July 30, 2001 the
Company acquired the business and assets of 1st Call Pte Ltd, a Singapore-
based call center provider.  On November 1, 2001 the Company commenced a call
center business operation in Singapore through its new subsidiary inCall
Systems Pte Ltd and during November 2001 commenced a call center business
operation in Malaysia through a new subsidiary inCall Systems Sdn. Bhd.  Due
to lack of profitability the Malaysian call center was shut down during
October 2002 and during December 2002 management decided to sell the
Singapore call center which was completed subsequently.  Refer to Note 13.
In February 2002 the Company acquired the assets and VOIP and related CRM
technology developed by Vocalscape Communications Inc.  The Company is
currently focusing its efforts on the marketing and licensing of its
intellectual properties (software) originally developed by Vocalscape
Communications Inc.  (Refer to Note 4)

The 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 March 31, 2003 the
Company has a working capital deficiency of $1,740,525 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
three months ended March 31, 2003 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2003.

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.

                                       6
<PAGE>

Principles of Consolidation
The financial statements include the accounts of the Company and its wholly-
owned subsidiaries, Incall Systems (B.C.) Inc. incorporated in British
Columbia, inCall Systems Pte Ltd incorporated in Singapore which commenced
operations on November 1, 2001, 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 call center revenue from provision of call center and
related services.  Revenue is recognized when fees are accrued and services
are provided and collection is reasonably assured.  Revenue from the
licensing of VOIP technology is recorded in accordance with terms of
licensing agreements when collection is reasonably 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 in accordance with SFAS 130 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 (loss)
unless it is determined that there is a permanent decline in value.
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

                                       7
<PAGE>

Impairment of long-lived assets
The Company reviews the carrying amount of long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.  The determination of any impairment would include a
comparison of estimated future operating cash flows anticipated to be
generated during the remaining life of the asset to the net carrying value of
the asset.

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 did not
impact the results of operations for any periods previously reported.  For
the fiscal year ended December 31, 2002 the Company recorded an impairment of
goodwill of $433,179 relating to its Singapore call centre operations.

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.

Stock-based compensation
In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS
No. 123").  The purpose of SFAS No. 148 is to: (1) provide alternative
methods of transition for an entity that voluntarily changes to the fair
value based method of accounting for stock-based employee compensation, (2)
amend the disclosure provisions to require prominent disclosure about the
effects on reported net income of an entity's accounting policy decisions
with respect to stock-based employee compensation, and (3) to require
disclosure of those effects in interim financial information.  The disclosure
provisions of SFAS No. 148 were effective for the Company for the three month
period ended March 31, 2003 and the required disclosures have been made
below.

The Company has elected to continue to account 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 comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above.  In addition, 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. 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 following table illustrates the pro forma effect on net income (loss) and
net income (loss) per share as if the Company had accounted for its for stock-
based employee compensation using the fair value provisions of SFAS No. 123
using the assumptions as described in Note 10:

                                       8
<PAGE>


                                                      March 31, 2003
                                                      --------------
Net loss                           As reported           $  (85,330)
APB 25 compensation expense        As reported               12,588
SFAS 123 compensation expense      Pro-forma                (62,700)
                                                      --------------
                                   Pro-forma             $ (135,442)
                                                      --------------
Pro-forma net loss per share
     Basis and fully diluted       Pro-forma               $  (0.01)
                                                      --------------

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.

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 year.  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.
Net loss per share for the three months ended March 31, 2002 has been
restated to give retroactive effect to the 2:1 stock split in April, 2002.

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.

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.

                                       9
<PAGE>

NOTE 3 - FIXED ASSETS

                                                   March 31,   December 31,
                                                     2003          2002
                                                   ------------------------
    Computer equipment and software                $   72,721  $   72,721
    Furniture and fixtures                              3,163       3,163
    Office equipment                                   25,196      25,196
    Leasehold improvements                             13,450      13,450
                                                   ------------------------
                                                      114,530     114,530
    Less: accumulated depreciation                    (34,848)    (33,547)
                                                   ------------------------
                                                   $   79,682  $   80,983
                                                   ------------------------

NOTE 4 - ACQUISITION OF VOIP TECHNOLOGY

By agreement dated February 5, 2002 and completed March 26, 2002 the Company
acquired Voice over Internet Protocol technology ("VOIP") and related
customer relations management ("CRM") software products developed by
Vocalscape Communications Inc. from Bonaventure Enterprises Inc. (formerly
Blackwater Gold Corp.), a British Columbia, Canada company for $600,000 plus
related equipment for $15,000.  The consideration paid was $15,000 cash and
300,000 shares of common stock of the Company valued at $2.00 per share.  As
further consideration, for 24 months, the Company is required to 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
Bonaventure.  As at March 31, 2003 the Company had paid $5,955 towards these
purchases and is required to pay an additional $34,045 for a total of
$40,000.

NOTE 5 - TECHNOLOGY LICENSE AGREEMENT

During 2002, through VNI, the Company entered into an exclusive 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 the Company granted
international distribution rights of its Voice over Internet Protocol
("VOIP") to BCH in exchange for an initial 92.5% equity interest in Better
Call Home with a fair value of $246,667.  Concurrent with this license, the
Company 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 being the excess of
the fair value of the BCH interest over the $150,000 carrying value.  The
Company determined that realization of the full amount of the note was
uncertain and at December 31, 2002 the Company recorded a write-down of the
note to the estimated net recoverable amount of $25,000 resulting in a loss
of $175,000 in 2002.

NOTE 6 - INVESTMENT IN TELCO BLUE INC.

By agreement dated August 7, 2002 between BCH and telcoBlue, 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 the
Company exchanged its remaining 17.5% interest in BCH for 2,800,000


                                       10
<PAGE>

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 the Company whereby the Company will provide
services to Telco related to its VOIP business.  In connection with this
agreement, 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.  Telco is a public company listed on the OTC
Bulletin Board and the 4,800,000 shares held are subject to Rule 144 resale
restrictions.  The Company has accounted for this investment as available for
sale securities.

At December 31, 2002 the Company wrote down the carrying value of its
investment in Telco from $384,000 to $240,000, recognizing an unrealised loss
of $144,000 which was recorded to other comprehensive loss in 2002.

During the three months ended March 31, 2003 the Company paid 200,000 of its
Telco shares to an individual as a finance fee for a loan.  Refer to Note 8.
These shares were valued at $10,000.

NOTE 7 - 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, 2004.  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 of which $425,000 was received in 2001 and
$230,000 was received in 2002.  These notes originally had ten-month terms
from the funding date with simple annual interest at 6%, payable monthly, and
have also been extended to April 30, 2004.  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 March 31,
2003, interest of $104,905 has been accrued and is included in the balance
owing.

NOTE 8 - LOAN PAYABLE

During the three months ended March 31, 2003 the Company received a loan of
$25,000 by way of a promissory note.  Under the terms of this note, the
Company must repay $30,000 by April 20, 2003 which was extended to June 25,
2003. The Company provided 200,000 of its Telco shares valued at $10,000 as
further consideration for this loan.  In addition, the Company has deposited
2,000,000 of its Telco shares as collateral security.

                                       11
<PAGE>

NOTE 9 - CAPITAL STOCK

No shares were issued during the three months ended March 31, 2003.

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.  The Company also granted options to acquire 100,000
post-split shares of the Company's common stock to an employee of the
Company.  The options were granted at an exercise price of $1.02 per share
and vest evenly over 18 months from the date of 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.

                                       12
<PAGE>

The following table summarizes information about stock options outstanding as
at March 31, 2003:

                                                           Weighted
                                             Weighted      Average
                           Number of         Average       Remaining
                           Options           Exercise      Contractual
                                             Price         Life
                           ---------         --------      -----------
Balance, December 31,
  2000                             -         $                       -

    Granted                2,200,000             1.00
    Exercised/expired/
      cancelled                    -                -
                           ---------         --------      -----------
Balance, December 31,
  2001                     2,200,000                -       9.56 years

    Granted                  492,000             1.25
    Exercised/expired/
      Cancelled                    -                -
                           ---------         --------      -----------
Balance, December 31,
  2002                     2,692,000             1.05       7.48 years

    Granted                        -                -
    Exercised/expired/
      Cancelled           (1,360,000)               -
                           ---------         --------      -----------
Balance, December 31,
  2002                     1,332,000         $   1.02       8.24 years
                           ---------         --------      -----------

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 $204,688
has been recorded in the three months ended March 31, 2003 and $395,417 has
been recorded to date.  During the three months ended March 31, 2003
1,000,000 of these options were cancelled.

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 $1,650
been recorded in the three months ended March 31, 2003 and $6,050 has been
recorded to date.

                                       13
<PAGE>

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 $54,250 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. During the three months ended
March 31, 2003 these options were cancelled.

In addition, the Company granted 100,000 options 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.  During the three months ended March 31, 2003 these options
were cancelled.

NOTE 10 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2003, consulting and management fees
totalling $154,798 (2002 - $50,000) were paid to officers and directors of
the Company.  At March 31, 2003 $30,000 is owing to these parties and is
included in accounts payable.  In addition, net cash advances of $3,701 were
received from a director and are outstanding as at March 31, 2003.  Amounts
due to related parties are unsecured, bear no interest and have no specified
terms of repayment.

NOTE 11 - DISCONTINUED OPERATIONS

Malaysian Call Centre

During 2002 the Company shut down its Malaysian call center operations and
terminated it strategic alliance agreement with Hewlett Packard Malaysia Sdn.
Bhd.  The remaining assets of the call center were transferred to creditors
in settlement of outstanding debts and the remaining debts were written off
and have been included in the results of discontinued operations.
Accordingly, the Company has disclosed the results of operations of this
division as discontinued operations.

Singapore Call Centre

During December, 2002 the Company made a strategic decision to change its
business core business focus from the operation of call center to that of a
developer and licensor of Customer Relations Management (CRM) software based
on the intellectual properties it acquired from the assets it purchased in
February 2002 developed by Vocalscape Communications Inc.

Accordingly, effective December 31, 2002 the Company has disclosed the
results of operations of this subsidiary as discontinued operations.
Subsequent to March 31, 2003, the Company finalized the terms of sale of this
subsidiary.  Refer to Note 13.  The Company did not realize a gain or loss on
the disposal of this subsidiary as the Company recorded an impairment in the
carrying value of its goodwill relating to this business in the current
year's operating results of $453,179.

                                       14
<PAGE>

The net assets of Singapore at December 31, 2002 and March 31, 2003 are as
follows:

   Cash                             $         5,887
   Accounts receivable                       47,466
   Fixed assets                              63,770
   Goodwill                                 180,138
   Accounts payable                        (134,926)
                                            -------
   Carrying value                   $       162,335

The comparative financial statements have been restated to reflect the
revenues and expenses of the Singapore call center as discontinued
operations.

NOTE 12 - INCOME TAXES

The Company's has net operating loss carryforwards at March 31, 2003.  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.

NOTE 13 - SUBSEQUENT EVENTS

Sale of inCall Systems Pte Ltd ("inCall Singapore")

By agreement dated April 2, 2003 the Company agreed to sell its 100% interest
in inCall Singapore in consideration for the payment of $12,000, assumption
of certain liabilities of $55,335, forgiveness of debt owed to the Company of
$199,004 plus the issuance of a promissory note for $788,000.  The promissory
note is exchangeable for equity in a public company to be acquired by the
purchaser in a future reverse merger.  The Company has not ascribed a value
to the promissory note for accounting purposes due to the inability to
estimate a fair value due to inherent uncertainty of realization.

                                       15
<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 and to inCall Systems, Inc. on
February 8, 2002.

inCall Systems, Inc. is primarily in the business of developing, maintaining
and licensing computer software and services related to the Customer
Relations Management  (CRM) industry. During 2002, the Company was evaluating
software systems it could implement in its call centers in Malaysia and
Singapore.  The goal was to acquire certain technologies the Company was
currently licensing. By acquiring the technologies, the Company could reduce
its costs by eliminating the monthly licensing fees it paid. During the
evaluation process, the Company identified that the assets and intellectual
properties of Vocalscape Communications Inc. would meet its requirements and
then proceeded to purchase those assets from their then owner Blackwater Gold
Corp. on March 26, 2002.

The Company deployed the acquired technology in its Asian call centers as
planned in May of 2002. At the time of the technology purchase, the Company
had not intended to bring the technology products (software) to market but
simply amortize the cost of the acquisition through the saving of third party
licensing fees.

In June of 2002, the Company realized the software products it had acquired
had a large global market and decided to begin initial marketing research and
at the same time activated the Company's interactive chat technology at
www.vocalconnect.com and began a small marketing campaign.

In July of 2002, the Company then licensed its Voice over Internet Protocol
(VoIP) technology to a private company called Better Call Home, Inc. of
Nevada in exchange for equity.

During the third and fourth quarter of 2002, the Company had considerable
interest from other licensee's and distributors for its intellectual
properties and in December the Company decided to change its corporate focus
from operating call centers to the licensing of its technologies. In
implementing its new corporate direction, the Company began the process of
selling its call center in Singapore and signed a share purchase agreement
with Intercontinental Communications, Inc., a private company incorporated in
the State of Nevada.

Under the terms of the share purchase agreement, Intercontinental
Communications, Inc. paid cash of $12,000 and will pay certain liabilities of
the Singapore call center and will issue a promissory note to inCall Systems,
Inc. with a face value of $788,000. inCall Systems, Inc. has agreed to
exchange the promissory note for equity should Intercontinental
Communications, Inc. shares become listed on a recognized public exchange.


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 May 21, 2003. Results for interim periods may not be
indicative of the results for the full year.

                                       16
<PAGE>

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.

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 over to inCall
Systems. Additionally, certain accounts of ICCP have also elected to transfer
their business to the services of inCall Systems.

                                       17
<PAGE>

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.

During October 2002, the Company shut down its Malaysian call center
operations and terminated it strategic alliance agreement with Hewlett
Packard Malaysia Sdn. Bhd.  The remaining assets and liabilities of the call
center were transferred to creditors in settlement of outstanding debts
resulting in no gain or loss on disposal of this division.  Accordingly, the
Company has disclosed the 2002 results of operations of this division as
discontinued operations.

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 Internet 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 $15,000 cash 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.

                                       18
<PAGE>

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.

During October 2002, the Company shut down its Malaysian call center
operations. The remaining assets and liabilities of the call center were
transferred to creditors in settlement of outstanding debts resulting in no
gain or loss on disposal of this division.  Accordingly, the Company has
disclosed the 2002 results of operations of this division as discontinued
operations.

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 five tenths percent (92.5%) 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 five
percent (17.5%) of BCH's issued and outstanding common stock free of all
encumbrances whatsoever. Vocalscape Networks Inc. received 4,800,000 shares
of common stock of telcoBlue, Inc. for common stock in exchange for the
seventeen point five percent (17.5%) of BCH's issued and outstanding common
stock

Vocalscape Networks Inc. sold 750,000 shares of Better Call Home, Inc. to
O.B. Services Inc., a Colorado corporation and Creative Communications 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 principal balance, interest and accrued
unpaid charges under the note are due and payable on the final maturity date
of August 4, 2004.

On November 28, 2002, Vocalscape Networks Inc., the Company's wholly owned
Canadian subsidiary, transferred all its assets to its parent inCall Systems,
Inc. The assets included Vocalscape's management agreement with Better Call
Home, Inc., the shares owned in telcoBlue, Inc., the promissory note for
$200,000, and all other assets including but not limited to trademarks and
websites. Subsequently, the Company determined that realization of the full
amount of the note was uncertain and at year end December 31, 2002 the
Company recorded a write-down of the note to the estimated net recoverable
amount of $25,000 resulting in a loss of $175,000.

On September 9, 2002, inCall Systems, Inc.'s wholly owned subsidiary,
Vocalscape Networks Inc., entered into a 2-year management agreement with
telcoBlue, Inc. (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


                                       19
<PAGE>

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.

During October 2002, the Company shut down its Malaysian call center
operations and terminated it strategic alliance agreement with Hewlett
Packard Malaysia Sdn. Bhd.  The remaining assets and liabilities of the call
center were transferred to creditors in settlement of outstanding debts
resulting in no gain or loss on disposal of this division.  Accordingly, the
Company has disclosed the 2002 results of operations of this division as
discontinued operations.

On April 2, 2003, the Company entered an agreement with Intercontinental
Communications, Inc. to sell 100% interest in its Singapore call center.
Under the terms of the share purchase agreement, Intercontinental
Communications, Inc. paid cash of $12,000 and will pay certain liabilities of
the Singapore call center and will issue a promissory note to inCall Systems,
Inc. with a face value of $788,000. inCall Systems, Inc. has agreed to
exchange the promissory note for equity should Intercontinental
Communications, Inc. shares become listed on a recognized public exchange.

OPERATIONS

Revenues for the three months ending March 31, 2003 were $45,000 as compared
to $0 for the same period during 2002. The increases in revenues are
attributable implementing the Company's new strategic direction of software
licensing verses the operating of call centers. Revenues were primarily
generated from the licensing of the Company's software products and
consulting revenues generated through such licenses.

Consulting consisted of compensation for officers and directors of the
Company who focused on seeking suitable acquisition companies, developing
business plans, financial pro formas and fund raising activities, and various
other consultants and programmers contracted to assist the Company.
Consulting expenses for three months ending March 31, 2003 were $51,415
compared to $95,753 for the same period in 2002. The decrease in consulting
expenses arose primarily from the Company depending less on consultants in
line with its new business focus.

General and Administrative expenses consist primarily of rent, phone and fax
and other office expenses. General and Administrative expenses for the three
months ended March 31, 2003 were $10,239 compared to $27,893 for the same
period in 2002. The decrease in General and Administrative expenses arose
primarily from the Company reducing office space and streamlining operations.

Marketing expenses for the three months ending March 31, 2003 was $0 compared
to $50,000 for the same period in 2002. The decrease is primarily
attributable to the Company's new business focus of software licensing and
halving the licensee pay marketing expenses for licensed products.

Interest for the three months ended March 31, 2003 was $31,200 consisting of
accrued interest on the Company's convertible notes compared to $13,842 for
the same period in 2002. The increase in interest in due to additional notes
signed during 2002.

                                       20
<PAGE>

Total Operating Expenses for the three months ended March 31, 2003 were
$130,330 resulting in an Operating Loss of $85,330 compared to $298,585 in
expenses for the same period in 2002 resulting in an Operating Loss of
$298,585. Basic Net Loss per share amounted to $0.01 for the three months
ended March 31, 2003 compared to $0.03 per share for the same period in 2002.
The decrease in expenses, operating losses are attributed to the Company's
new business direction and streamlining of operations.

LIQUIDITY AND CAPITAL RESOURCES

In three months ended March 31, 2003, the Company has financed operations
principally through cash generated by software licensing and consulting, and
shareholder loans.

Net cash used in Operating Activities was $17,223 for the three months ended
March 31, 2003 compared to $187,113 for the same period in 2002 and consisted
accrued interest on convertible notes, stock based compensation and non cash
expenses. The decrease Operating Activities are attributed to the Company's
new business direction and streamlining of operations.

Net cash provided by financing activities was $17,094 for the three months
ended March 31, 2002 compared to $103,701 for the same period in 2002. Net
cash, provided by financing activities for the three months ended March 31,
2003, was attributable to proceeds generated from loans. The decreases in net
cash provided by financing activities are attributed to the Company's new
business direction and streamlining of operations.

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.

ITEM 3. CONTROLS AND PROCEEDURES

Based on their most recent evaluation, which was completed within 90 days of
the filing of this Form 10-QSB, the Company's Chief Executive Officer and
Treasurer believe the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that
information required to be disclosed by the Company in this report is
accumulated and communicated to the Company's management, including its
principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure. There were no
significant changes in the Company's internal controls or other factors that
could significantly affect these controls subsequent to the date of their
evaluation and there were no corrective actions with regard to significant
deficiencies and material weaknesses.

                                       21
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On May 9, 2002, a complaint was filed 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
recorded and beneficial owners of these share certificates.

Even though the Company did not feel it was a legitimate party to the
complaint, it 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 proceedings and
rising legal costs. The Company has agreed to 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)  All exhibits required to be filed herein are incorporated by reference
     to Registrant's Form 10KSB, previously filed with the Commission on
     May 21, 2003.

(b)  The Company filed the following reports on Form 8-K during the three
     months ended March 31, 2003.

                                       22
<PAGE>

Filed on March 5, 2003 effective February 24, 2003, the Company's President
and Director, Mr. Ron McIntyre, tendered his resignation in such capacities.
The Company's Chairman and Chief Executive Officer, Mr. Marc Crimeni, will
immediately take over the responsibilities previously held by Mr. McIntyre.


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, InCall Systems, Inc. has caused this report to be signed on its behalf
by the undersigned, who are duly authorized.

                         INCALL SYSTEMS, INC.

                         BY:  /s/ MARC CRIMENI
                         ---------------------
                Name and Title:   MARC CRIMENI - DIRECTOR AND CEO
                                  -------------------------------
                         Dated:   SEPTEMBER 29, 2003
                                  ------------------

                         BY:  /s/ ROBERT HARRIS
                         ----------------------
                Name and Title:   ROBERT HARRIS - TREASURER
                                  -------------------------
                         Dated:   SEPTEMBER 29, 2003
                                  ------------------


                                       23



1