U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                    Form 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended June 30, 2002
--------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------

                     Commission File Number: 000-30213
--------------------------------------------------------------------------

                           ICHANCE INTERNATIONAL INC.
        -----------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


              Nevada                              52-2043569
  -------------------------------   ---------------------------------------
  (State or other jurisdiction of   (I.R.S. Employer Identification Number)
  incorporation or organization)


         14354 N. Frank Lloyd Wright Blvd., Suite 4, Scottsdale AZ  85260
         ----------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  (602) 321-0032
                           ---------------------------
                           (Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or 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 [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

                                         Yes [ ]     No [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

Common Stock, $.001 par value per share, 25,000,000 shares authorized,
11,360,000 issued and outstanding as of June 30, 2002.


<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................    3
          Balance Sheets (unaudited)...........................   4-5
          Statements of Operations (unaudited).................    6
          Statements of Stockholders' Equity (unaudited).......    7
          Statements of Cash Flows (unaudited).................   8-9
          Notes to Financial Statements........................  10-11

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   12


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   16

Item 2.   Changes in Securities and Use of Proceeds............   16

Item 3.   Defaults upon Senior Securities......................   16

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................   16

Item 5.   Other Information.....................................  16

Item 6.   Exhibits and Reports on Form 8-K......................  16

Signatures......................................................  17

                                      2

<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

The unaudited financial statements of registrant for the six months ended
June 30, 2002, follow.  The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of
the results for the interim period presented.



                                      3





<PAGE>


                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                                Balance Sheets

<TABLE>
<CAPTION>

BALANCE SHEETS

                                    ASSETS
                                    ------
                                                      June 30,   December 31,
                                                        2002         2001
                                                    ------------ ------------
                                                     (Unaudited)
<S>                                                 <C>          <C>
CURRENT ASSETS
  Cash                                              $          - $     65,084
  Accounts receivable                                          -    1,303,444
  Prepaid expenses                                             -       34,122
                                                    ------------ ------------
   Total Current Assets                                        -    1,402,650
                                                    ------------ ------------
PROPERTY AND EQUIPMENT, NET                                    -       20,992
                                                    ------------ ------------
OTHER ASSETS

  Software license                                             -       17,500
  Investment in non-marketable security, net                 250            -
  Intangible assets                                        1,750       10,780
                                                    ------------ ------------
   Total Other Assets                                      2,000       28,280
                                                    ------------ ------------
   TOTAL ASSETS                                     $      2,000 $  1,451,922
                                                    ============ ============

</TABLE>

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

                                       4

<PAGE>




                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                          Balance Sheets (Continued)

<TABLE>
<CAPTION>

BALANCE SHEETS (Continued)

                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                      June 30,   December 31,
                                                        2002         2001
                                                    ------------ ------------
                                                     (Unaudited)
<S>                                                 <C>          <C>
CURRENT LIABILITIES

  Accounts payable                                  $          - $    663,222
  Client payouts payable                                       -    1,364,429
  Related party payables                                       -      192,793
  Accrued expenses                                             -       12,258
                                                    ------------ ------------
   Total Current Liabilities                                   -    2,232,702
                                                    ------------ ------------
LONG-TERM LIABILITIES

  Notes payable                                                -       90,000
                                                    ------------ ------------
   Total Long-Term Liabilities                                 -       90,000
                                                    ------------ ------------
   Total Liabilities                                           -    2,322,702
                                                    ------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock: 25,000,000 shares authorized of
   $0.001 par value, 11,360,000 and 14,360,000
   shares issued and outstanding, respectively            11,360       14,360
  Additional paid-in capital                           1,849,152      729,003
  Deficit accumulated prior to the development stage  (1,858,512)  (1,614,143)
  Deficit accumulated during the development stage             -            -
                                                    ------------ ------------
   Total Stockholders' Equity (Deficit)                    2,000     (870,780)
                                                    ------------ ------------
   TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                $      2,000 $  1,451,922
                                                    ============ ============

</TABLE>

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

                                      5
<PAGE>


                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                           Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>

Statements of Operations
                                                                          From
                                                                  Inception of
                                                                   Development
                                                                      Stage on
                                 For the              For the         March 31,
                             Six Month Ended  Three Months Ended  2002 Through
                                June 30,             June 30,         June 30,
                          -------------------- -------------------- ----------
                            2002       2001       2002      2001        2002
                          --------- ---------- ---------- --------- ----------
<S>                       <C>       <C>        <C>        <C>       <C>
REVENUES                  $       - $        - $        - $       - $        -

EXPENSES                          -          -          -         -          -
                          --------- ---------- ---------- --------- ----------

LOSS FROM CONTINUING
 OPERATIONS                       -          -          -         -          -
                          --------- ---------- ---------- --------- ----------

INCOME (LOSS) FROM
 DISCONTINUED OPERATIONS
 (Note 3)                  (244,369)   121,842          -   464,677          -
                          --------- ---------- ---------- --------- ----------

NET INCOME (LOSS)         $(244,369)$  121,842 $        - $ 464,677 $        -
                          ========= ========== ========== ========= ==========

BASIC LOSS PER COMMON SHARE

  Income (Loss) from
   continuing operations  $   (0.00)$    (0.00)$   (0.00) $  (0.00)
  Income (Loss) from
   discontinued operations    (0.02)      0.02     (0.00)      0.09
                          --------- ---------- ---------- ---------
   Basic income (loss)
    per share             $(0.02)   $  0.02    $   (0.00) $    0.09
                          ========= ========== ========== =========

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING    12,851,713 5,066,729 11,360,000 5,066,729
                          ========== ========= ========== =========
</TABLE>

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

                                      6
<PAGE>

                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                 Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

Statements of Stockholders' Equity (Deficit)
                                                          Deficit     Deficit
                                                       Accumulated Accumulated
                                            Additional prior to the during the
                          Common Stock       Paid-in   Development Development
                           Shares    Amount    Capital     Stage        Stage
                          --------- --------  ---------  ---------  ----------
<S>                       <C>       <C>       <C>        <C>        <C>
Balance, Dec 31, 2000     4,971,828 $ 4,972   $452,678   $ 589,521  $        -

Common stock issued for
  cash                       28,172      28    630,391           -           -

Commissions paid on stock
  offerings                       -       -   (378,251)          -           -

Additional capital
  contributed                     -       -     38,385           -           -

Recapitalization          9,360,000   9,360    (14,200)          -           -

Net loss for the year
  ended Dec 31, 2001              -       -          -   (2,203,664)         -
                          --------- -------  ---------   ---------- ----------
Balance, Dec 31, 2001    14,360,000  14,360    729,003   (1,614,143)         -

Common stock cancelled
 per modification agreement
 with Software Ventures
 (See Note 3) (unaudited)(5,000,000) (5,000) 1,120,149            -          -

Common stock issued for
 intangible asset and investment
 in non-marketable security
 (unaudited)              2,000,000   2,000          -            -          -

Net loss for the six months
 ended June 30, 2002
 (unaudited)                      -       -          -     (244,369)         -
                          --------- -------  ---------   ---------- ----------
Balance, June 30, 2002
 (unaudited)              11,360,000 $11,360 $1,849,152  $(1,858,512)$       -
                          ---------  ------- ---------   ----------- ---------
</TABLE>

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

                                      7
<PAGE>

                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                           Statements of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>

Statements of Cash Flows
                                                                      From
                                                                   Inception of
                                                                   Development
                                                                    Stage on
                                                  For the           March 31,
                                             Six Months Ended     2002 Through
                                                 June 30,            June 30,
                                            2002         2001          2002
                                       ------------ ------------- -------------
<S>                                    <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                    $   (244,369)$     121,842 $          -
  Adjustments to reconcile net loss to
   net cash provided by operating
   activities:
   Depreciation and amortization              4,581        55,400            -
  Bad debt expense                                -       692,430            -
  Changes in assets and liabilities:
   (Increase) decrease in accounts
     receivable                             419,251    (1,289,741)           -
   (Increase) in interest receivable              -       (11,633)           -
   (Increase) decrease in other assets       25,674       (16,117)           -
   (Decrease) in accounts payable
    and accrued expenses                   (314,953)     (184,768)           -
   (Decrease) in deferred revenue                 -      (111,500)           -
                                       ------------ ------------- ------------
     Net Cash (Used) by Operating
       Activities                          (109,816)     (744,117)           -
                                       ------------ ------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Cash given up in modification agreement   (24,847)            -            -
  Purchase of fixed assets                   (3,421)       (3,501)           -
  Purchase of intangible assets                   -      (528,501)           -
                                       ------------ ------------- ------------
     Net Cash (Used) by Investing
       Activities                           (28,268)     (528,501)           -
                                       ------------ ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Decrease in notes receivable -
    related party                                 -       435,000            -
  Proceeds from related party payable        73,000           100            -
  Common stock issued for cash                    -       556,584            -
  Commission paid on stock offerings              -      (394,172)           -
  Preferred stock issued for cash                 -        43,032            -
  Deferred stock offering costs                   -       173,623            -
  Stock subscription deposit                      -      (289,229)           -
                                       ------------ ------------- ------------
    Net Cash Provided by Financing
      Activities                            $73,000 $     524,938 $          -
                                       ------------ ------------- ------------
NET DECREASE IN CASH                   $    (65,084)$    (747,680)$          -

CASH AT BEGINNING OF PERIOD                  65,084       852,994            -
                                       ------------ ------------- ------------
CASH AT END OF PERIOD                  $          - $     105,314 $          -
                                       ============ ============= ============

</TABLE>

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

                                      8
<PAGE>

                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                     Statements of Cash Flows (Continued)
                                  (Unaudited)

<TABLE>
<CAPTION>

Statements of Cash Flows (Continued)
                                                                      From
                                                                   Inception of
                                                                   Development
                                                                    Stage on
                                                  For the           March 31,
                                             Six Months Ended     2002 Through
                                                 June 30,            June 30,
                                            2002         2001          2002
                                       ------------ ------------- -------------
<S>                                    <C>          <C>           <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION

  Interest                             $          - $           - $          -
  Income taxes                         $          - $           - $          -

SUPPLEMENTAL DISCLOSURE OF
 NON-CASH INVESTING AND FINANCING
 ACTIVITIES

  Common stock issued for intangible
   asset and investment in
   non-marketable security             $      2,000 $           - $          -

</TABLE>

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

                                      9
<PAGE>

                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                      June 30, 2002 and December 31, 2001

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

         The  accompanying  financial  statements  have  been  prepared  by the
         Company  without audit.  In the opinion of management, all adjustments
         which include  only  normal recurring adjustments necessary to present
         fairly the financial position, results of operations and cash flows at
         June 30, 2002 and 2001 and for all periods presented have been made.

         Certain information and  footnote  disclosures  normally  included  in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America have been condensed
         or omitted.  It is suggested that these condensed financial statements
         be read in conjunction with the financial statements and notes thereto
         included   in  the  Company's  December  31,  2001  audited  financial
         statements.   The results of operations for the periods ended June 30,
         2002 and 2001 are  not necessarily indicative of the operating results
         for the full years.

NOTE 2 - GOING CONCERN

         The  Company's financial  statements  are  prepared  using  accounting
         principles   generally  accepted  in  the  United  States  of  America
         applicable to  a  going  concern  that contemplates the realization of
         assets  and  liquidation  of  liabilities  in  the  normal  course  of
         business.  The Company has incurred  losses  that  have resulted in an
         accumulated  deficit  of  $1,858,512  at  June  30, 2002 which  raises
         substantial doubt about the Company's ability to  continue  as a going
         concern.   The  accompanying  financial statements do not include  any
         adjustments  relating  to the recoverability  and  classifications  of
         asset carrying amounts or the amount and classification of liabilities
         that  might  result from the  outcome  of  this  uncertainty.   It  is
         management's plans  to offer technology licensing and managed services
         to  the smaller land-based  casinos  in  the  State  of  Nevada.   The
         websites  will initially be on a not-for-wager basis and will form the
         nucleus of  the  interactive gaming sites once gaming issues have been
         worked out between  the  United  States  government  and  the State of
         Nevada.  The activities of the Company shall be funded by the majority
         shareholder  until  such  time  as  the  Company  completes  a Private
         Placement Memorandum to accredited investors.  However, there  can  be
         no assurance that the Company will be successful in its plans.

NOTE 3 - MODIFICATION AGREEMENT

         Effective  March  31,  2002,  the  Company entered into a Modification
         Agreement ("Agreement") with Software  Ventures,  Inc.  (Ventures)  to
         modify  and amend certain terms set forth in the Plan and Agreement of
         Reorganization  ("Reorganization") between them on September 14, 2001.
         The Agreement amends  the  Reorganization  to  change  it  to an Asset
         Purchase Agreement and substantially all assets and liabilities of the
         Company  and  its  subsidiaries  will  be  returned  to  Ventures, and
         Ventures  has  returned  the 5,000,000 shares of the Company's  common
         stock that has been subsequently  cancelled.   The  Agreement provides
         Ventures with 2,000,000 shares of the Company's common  stock  and the
         Company  has  received  one  copy of Venture's FutureBet casino gaming
         software and 250,000 shares of  Venture's common stock.  The Company's
         copy  of  the  casino gaming software  is  without  right,  title,  or
         interest in underlying  source  code  and  is solely for operators and
         licensors within the 50 United States for a period of three years.

                                      10
<PAGE>

                          ICHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                      June 30, 2002 and December 31, 2001

NOTE 3 - MODIFICATION AGREEMENT (Continued)

         Also effective March 31, 2002, the Company's  President,  who was also
         the  Director,  Secretary, and Treasurer, resigned his positions  with
         the Company.  The Company has appointed a new president, who will also
         act  as Director,  Secretary,  and  Treasurer.   The  newly  appointed
         president is the same individual that was the majority shareholder and
         officer  of  the  Company prior to the Reorganization on September 14,
         2001.  The Company  has  accounted  for  the  operations  returned  to
         Ventures  as  discontinued.   At  March  31, 2002, the Company and its
         subsidiaries had net liabilities in excess  of  assets  of $1,115,150.
         The  previously  issued  5,000,000  shares  of common stock that  were
         cancelled as part of the Agreement have been  valued  based on the net
         liabilities  in  excess of assets of $1,115,150.  The following  is  a
         summary  of  loss from  discontinued  operations  resulting  from  the
         Agreement between  Ventures and the Company for the three months ended
         March  31,  2002  and  2001.    The  financial  statements  have  been
         retroactively restated to reflect  this  event.   As  a  result of the
         discontinued operations, the Company is considered a development stage
         company as defined by SFAS No. 7.
                                                              For the
                                                         Six Months Ended
                                                             June 30,
                                                    ---------------------------
                                                         2002           2001
                                                    ------------- -------------
           Clients receipts, net of payouts         $     275,668 $   2,021,527
                                                    ------------- -------------
            Total Revenues                                275,668     2,021,527
                                                    ------------- -------------
         EXPENSES
           Bad debt                                             -       692,430
           Consulting                                       6,602             -
           Depreciation and amortization                    4,581        55,400
           General and administrative                     132,638       765,400
           Salaries and wages                              82,984       398,118
           Software development costs                     283,000             -
           Travel and entertainment                        10,232             -
                                                    ------------- -------------
            Total Expenses                                520,037     1,911,348
                                                    ------------- -------------
         LOSS FROM OPERATIONS                            (244,369)      110,179
                                                    ------------- -------------
         OTHER INCOME (EXPENSE)
           Interest income                                      -        11,663
           Interest expense                                     -             -
                                                    ------------- -------------
            Total Other Income (Expense)                        -        11,663
                                                    ------------- -------------
         INCOME TAX EXPENSE                                     -             -
                                                    ------------- -------------
         INCOME (LOSS) FROM DISCONTINUED
          OPERATIONS                                $    (244,369)$     121,842
                                                    ============= =============
                                      11
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

MANAGEMENT"S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Effective March 31, 2002, the Company re-directed much of its operational
efforts.  In September of 2001, the company had entered into an asset
purchase agreement with Software Ventures, Inc. Since that time, management
has concluded that a revision of that agreement is in order.  As the online
gaming industry continues to evolve, it has become somewhat clear that there
will be two primary types of gaming operators emerging over the next several
years.  The first is that of the land based gaming entity looking to further
establish their brand on the Internet.  To ensure compliance with their land-
based gaming license, these operators have been quite deliberate in their
efforts to commence online and, simultaneously, remain within the limits of
their land-based license. The second group of operators is that that
represents the vast majority of those currently online. These operators, for
the most part, have no ties to land based entities and operate under less
confining regulations.  While it is these operators that are currently the
most profitable, in the long term the institutions within the initial group
will likely climb to greater profit margins through the leveraging of their
land-based brand.

While the company is not actually within the online gaming industry, it has
up until March 31, 2002, developed software for operators within the industry.
Management has decided that it would be best for the company to focus its
efforts on establishing software licensing relationships with land-based
gaming operators within the United States.

The modifications of the asset purchase agreement removes much of the
financial burden  surrounding the development of the gaming  systems.  Further,
the modification returns the ownership of the company's subsidiaries to their
previous owner, Software Ventures, Inc.

Moving forward, the company is now able to focus on licensing software
without having to actually develop it.  As noted in the company's 2001 year
end Management Discussion and Analysis, the Company had been experiencing
significant losses and was in need of an injection of external capital or
alternate funding.  Without such funding it is unlikely the Company will
be able to continue as a Going Concern (See Financial Footnote 2).

Future plans call for the Company to begin intensive efforts to establish a
basis within the network of U.S. land-based gaming corporations that are
seeking to create an online presence.  As the need for strict regulations is
commonplace within the gaming industry, the Company is intent on working to
ensure that the corporations which license its gaming system are able to
operate that system in compliance with all applicable regulations surrounding
the land -based as well as well as the on-line, gaming industry.


                                       12
<PAGE>

Results of Operations
---------------------

During the Second Quarter ended June 30, 2002, the Company generated
no revenues, this compares to no revenues for the same period last year.
For its first six month period, the Company incurred a net loss $244,369,
or a loss of $0.02 per share against net income of $121,842 or a gain of
$0.02 per share for the same period last year.  The Company has incurred
losses that have resulted in an accumulated deficit of $1,858,512 at
June 30, 2002

Plan of Operation
-----------------

Management does not believe that the Company will be able to generate
significant profit during the coming year, unless the company can define
a strategy to build its customer base.  Management does not believe
the company will generate any significant profit in the near future,
as developmental and marketing and administrative costs will most likely
exceed any anticipated revenues.

As the financial constraints had been threatening the Company's ability to
continue as a viable entity, the modification of the asset purchase
agreement essentially removes the vast majority of the ongoing expenses,
as well as debt, within the Company, thereby helping the Company to
maintain its operations.

Going Concern - The financial statements have been prepared assuming the
Company will continue to operate as a going concern which contemplates the
realization of assets and the settlement of liabilities in the normal
course of business.  No adjustment has been made to the recorded amount of
assets or the recorded amount or classification of liabilities which would
be required if the Company were unable to continue its operations.  (See
Financial Footnote 2.)


Liquidity and Capital Resources
-------------------------------

At June 30, 2002, the Company had no working capital.  It is currently
solely dependent on its president.  The Company has no financial resources
available, which has had an adverse impact on the Company's liquidity,
activities and operations.  These limitations have adversely affected the
Company's ability to obtain certain projects and pursue additional business.
Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  In order for the Company to remain
a Going Concern it will need to find additional capital.  Additional working
capital may be sought through additional debt or equity private placements,
additional notes payable to banks or related parties (officers, directors or
stockholders), or from other available funding sources at market rates of
interest, or a combination of these.  The ability to raise necessary financing
will depend on many factors, including the nature and prospects of any
business to be acquired and the economic and market conditions prevailing at
the time financing is sought.  No assurances can be given that any necessary
financing can be obtained on terms favorable to the Company, or at all.


                                      13
<PAGE>


Therefore, management is currently assessing options, so that the Company
can remain a Going Concern.  These options include, but are not limited to:
management advancing the Company funding; a 505/506 Offering; or developing
a strategic alliance with a better funded company.

(i) Market For Company's Common Stock
-------------------------------------

The Common Stock of the Company is currently not traded on the OTC-Bulletin
Board or any other formal or national securities exchange.  There is no
trading market for the Company's Common Stock at present and there has
been no trading market to date.  The Company has submitted a 15c211
application with a market maker to list its common stock on the NASD OTC-
Bulletin Board.  The Company is currently in the comment phase the NASD
concerning its 15c211 application.

(a) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.

(b)  There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.


(ii) Dividends
---------------

Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally  available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.


Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements.  These statements are based on certain assumptions and analyses
made by the Company in light of its experience and its perception of
historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.

                                     14
<PAGE>



However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic  market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which
are beyond the control of the Company.


This Form 10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans.  Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may differ materially from those projected in the forward-looking
statements as a result of various factors.  Factors that could adversely
affect actual results and performance include, among others, the Company's
limited operating history, dependence on continued growth in the online
gaming industry, potential fluctuations in quarterly operating results and
expenses, government regulation dealing with irrigation systems, technological
change and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.


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                                     PART II

ITEM 1.   LEGAL PROCEEDINGS

To the best knowledge of the officers and directors of the Company, neither
the Company  nor any of its officers or directors is a party to any material
legal proceeding or litigation and such persons know of no other material
legal proceeding or litigation contemplated or threatened.


ITEM 2.   CHANGES IN SECURITIES

The Modification Agreement with iChance, Inc. reduced the shares of the
Company held by Software Ventures, Inc. from 5,000,000 common shares to
2,000,000 common shares.


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)  Exhibits

     2.2  Modification Agreement, effective as of March 31, 2002 (incorporated
herein by reference to Exhibit 99.1 of Registrant's Current Report on Form 8-K
dated March 31, 2002)

    99.1  Certification Pursuant to Section 1350 to Chapter 63 of Title 18
          of the United States Code as Adopted Pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K.

      Current Report, incorporated by reference to the on Form 8-K, dated
March 31, 2002, previously filed with the Commission containing information
pursuant to Item 1 ("Changes in Control of Registrant"); Item 2 (Acquisition
or Disposition of Assets"); Item 5 ("Other Events"); and Item 7 ("Exhibits"),
entitled "Modification Agreement."


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                                   SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                   iCHANCE INTERNATIONAL, INC.

Date: August 8, 2002               By:  /s/ Georgios Polyhronopoulos
                                   ---------------------------------
                                           Georgios Polyhronopoulos
                                           Chief Executive Officer




                                       17

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