U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-QSB

(Mark One)

     (X)  Quarterly report pursuant to section 13 or 15(d) of the
          SECURITIES AND EXCHANGE ACT OF 1934

          For the Quarterly period ended September 30, 2001


     ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 for the transition
          period from         to

                          Commission File No. 000-30213

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


            Nevada,  U.S.A.                            52-2043569
     State or other Jurisdiction                     (IRS Employer
    of Incorporation or Organization)             Identification No.)


           3753 Howard Hughes Parkway, Suite 227, Las Vegas, NV 89109
                    (Address of Principal Executive Offices)

                                 (702) 892-3915
                           (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 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                          Yes [X]   No  [ ]

                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 court.
                          Yes [ ]   No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuers classes of
common  stock,  as of the  latest  practicable  date:  14,360,000  shares  as of
September 30, 2001.

<PAGE>


              TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT


Part I.   Financial Information
-------
Item 1.   Financial Statements:

          Consolidated Balance Sheets as of September 30, 2001
          (unaudited) and December 31, 2000                              3-4

          Consolidated Statements of Operations for the three and
          nine months ended September 30, 2001 and 2000 (unaudited)       5

          Consolidated Statements of Stockholders' Equity                 6

          Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2001 and 2000 (unaudited)                  7-9

          Notes to the Consolidated Financial Statements                 9-19

Item 2.  Managements Discussion and Analysis or Plan of Operation         20


Part II.  Other Information
--------
Item 1.   Legal Proceedings                                               21

Item 2.   Changes in Securities                                           21

Item 3.   Defaults upon Senior Securities                                 21

Item 4.   Submission of Matters to a Vote of Security holders             21

Item 5.   Other Information                                               21

Item 6.   Exhibits and Reports on Form 8-K                                21

          SIGNATURES                                                      22





                                       2
<PAGE>

Part I.   Financial Information

Item 1.   Financial Statements

<TABLE>
<CAPTION>
                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                           Consolidated Balance Sheets


                                                          September 30,  December 31,
                                                              2001           2000
                                                          ------------  -------------
                                                           (Unaudited)
<S>                                                       <C>           <C>
CURRENT ASSETS

   Cash and cash equivalents                              $    135,601  $     852,994
   Accounts receivable, net of allowance for doubtful
    accounts of $874,919 and $683,037, respectively          1,354,717      1,094,789
   Note receivable - related party (Note 2)                          -        450,000
   Interest receivable (Note 2)                                      -         31,907
   Prepaid expenses                                             99,573         29,167
                                                          ------------  -------------

     Total Current Assets                                    1,589,891      2,458,857
                                                          ------------  -------------

PROPERTY AND EQUIPMENT, NET (Notes 1 and 3)                     26,652         22,888
                                                          ------------  -------------

OTHER ASSETS

   Software development (Note 7)                               602,500              -
   Software license (Note 1)                                    20,000         27,500
   Investment in non-marketable security (Note 4)               50,000         50,000
   Other assets                                                 14,502              -
                                                          ------------  -------------

     Total Other Assets                                        687,002         77,500
                                                          ------------  -------------

     TOTAL ASSETS                                         $  2,303,545  $   2,559,245
                                                          ============  =============
</TABLE>


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

                                       3

<PAGE>

<TABLE>
<CAPTION>
                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                     Consolidated Balance Sheets (Continued)


                                                          September 30, December 31,
                                                               2001         2000
                                                          ------------  ------------
                                                            (Unaudited)
<S>                                                       <C>           <C>
CURRENT LIABILITIES

   Accounts payable                                       $     56,143  $     32,012
   Client payouts payable                                    1,007,775     1,252,756
   Notes payable (Note 5)                                       90,000             -
   Related party payables (Note 6)                              18,893           200
   Accrued interest                                              1,931             -
   Stock subscription deposit (Note 8)                               -       289,229
   Deferred revenue                                                  -       111,500
                                                          ------------  ------------

     Total Current Liabilities                               1,174,742     1,685,697
                                                          ------------  ------------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY

   Common stock: 25,000,000 shares authorized
    of $0.001 par value, 14,360,000 and 4,971,828
    shares issued and outstanding, respectively                 14,360         4,972
   Additional paid-in capital                                  732,840       452,678
   Deferred stock offering costs (Note 8)                            -      (173,623)
   Retained earnings                                           381,603       589,521
                                                          ------------  ------------

     Total Stockholders' Equity                              1,128,803       873,548
                                                          ------------  ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $  2,303,545  $  2,559,245
                                                          ============  ============
</TABLE>



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

                                       4

<PAGE>
<TABLE>
<CAPTION>
                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                  For the                       For the
                                              Nine Months Ended           Three Months Ended
                                               September 30,                   September 30,
                                      ------------------------------  -----------------------------
                                          2001            2000            2001            2000
                                      --------------  --------------  --------------  -------------
<S>                                   <C>             <C>             <C>             <C>
REVENUES
   Client receipts, net of payouts    $      662,028  $    1,222,631  $            -  $     254,425
   Website development                     1,009,766       1,103,396         484,366        588,777
   Other                                     596,065         540,194         146,254         16,850
                                      --------------  --------------  --------------  -------------

     Total Revenues                        2,267,859       2,866,221         630,620        860,052
                                      --------------  --------------  --------------  -------------
EXPENSES
   Client payouts, net of receipts                 -               -         384,288              -
   Bad debt                                  913,650         323,295         221,220        322,324
   Consulting                                      -         246,159               -              -
   Depreciation and amortization              94,203          94,414          38,803         39,545
   Salaries and wages                        484,261         479,981          86,143        175,760
   General and administrative              1,000,911       1,546,821         235,511        301,604
                                      --------------  --------------  --------------  -------------

     Total Expenses                        2,493,025       2,690,670         965,965        839,233
                                      --------------  --------------  --------------  -------------
INCOME (LOSS) FROM
 OPERATIONS                                 (225,166)        175,551        (335,345)        20,819
                                      --------------  --------------  --------------  -------------
OTHER INCOME (EXPENSE)

   Interest income                            19,263          22,907           7,600          9,000
   Interest expense                           (2,015)              -          (2,015)             -
                                      --------------  --------------  --------------  -------------

     Total Other Income (Expense)             17,248          22,907           5,585          9,000
                                      --------------  --------------  --------------  -------------
NET INCOME (LOSS)                     $     (207,918) $      198,458  $     (329,760) $      29,819
                                      ==============  ============== ===============  =============
BASIC INCOME (LOSS) PER
 SHARE                                $       (0.04)  $         0.04  $        (0.07) $        0.01
                                      ==============  ============== ===============  =============
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                     5,539,180       4,800,475       4,999,856      4,926,171
                                      ==============  ==============  ==============  =============
</TABLE>

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

                                       5

<PAGE>
<TABLE>
<CAPTION>
                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Consolidated Statements of Stockholders' Equity

                                            Common Stock             Additional
                                     ----------------------------     Paid-in       Retained
                                          Shares       Amount         Capital        Earnings
                                     -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>
Balance, July 8, 1998                            -  $           -  $           -  $           -

July 8, 1998, common stock issued
 to founders for cash                    4,920,088          4,920         95,080              -

Net income from inception on
 July 8, 1998 through
 December 31, 1998                               -              -              -         13,733
                                     -------------  -------------  -------------  -------------
Balance, December 31, 1998               4,920,088          4,920         95,080         13,733

Net income for the year ended
 December 31, 1999                               -              -              -        383,520
                                     -------------  -------------  -------------  -------------
Balance, December 31, 1999               4,920,088          4,920         95,080        397,253

Recapitalization                             4,920              5        (30,005)             -

Common stock issued for cash                46,820             47        968,863              -

Commissions paid on stock
 offerings                                       -              -       (581,260)             -

Net income for the year ended
 December 31, 2000                               -              -              -        192,268
                                     -------------  -------------  -------------  -------------
Balance, December 31, 2000               4,971,828          4,972        452,678        589,521

Common stock issued for
 cash (unaudited)                           28,172             28        630,391              -

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

Additional capital contributed                   -              -         38,385              -

Recapitalization (unaudited)             9,360,000          9,360        (10,363)             -

Net loss for the nine months
 ended September 30, 2001(unaudited)             -              -              -       (207,918)
                                     -------------  -------------  -------------  -------------
Balance, September 30, 2001
(unaudited)                            14,360,000  $      14,360  $     732,840  $     381,603
                                     =============  =============  =============  =============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       6
<PAGE>





<PAGE>
<TABLE>
<CAPTION>

                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                        For the
                                                                   Nine Months Ended
                                                                     September 30,
                                                            --------------------------
                                                               2001           2000
                                                            ------------  ------------
<S>                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                        $   (207,918) $    198,458
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
     Depreciation and amortization                                94,203        94,414
     Bad debt expense                                            913,650       323,295
   Changes in assets and liabilities:
     (Increase) in accounts receivable                         1,174,581)     (300,842)
     (Increase) decrease in interest receivable                   31,907       (22,907)
     (Increase) in other assets                                  (14,502)            -
     Increase (decrease) in accounts payable                    (220,850)      324,932
     Increase in accrued interest                                  1,931             -
     Increase (decrease) in deferred revenue                    (111,500)      102,875
                                                            ------------  ------------

       Net Cash Provided (Used) by Operating Activities         (687,660)      720,225
                                                            ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of gaming software license                          (150,000)      (50,000)
   Purchase of fixed assets                                      (10,873)      (27,663)
   Software development                                         (602,500)            -
                                                            ------------  ------------

       Net Cash (Used) by Investing Activities                  (763,373)      (77,663)
                                                            ------------  ------------
</TABLE>

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

                                       7

<PAGE>
<TABLE>
<CAPTION>
                 ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                      Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

                                                                        For the
                                                                   Nine Months Ended
                                                                     September 30,
                                                            --------------------------
                                                               2001           2000
                                                            ------------  ------------

<S>                                                         <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES

   (Increase) decrease in notes receivable - related party       450,000      (450,000)
   Proceeds from notes payable                                    90,000             -
   Proceeds from related party payable                            18,693             -
   Payments on related party payable                                   -      (125,000)
   Common stock issued for cash                                  630,419             -
   Commissions paid on stock offerings                          (378,251)            -
   Additional capital contributed                                 38,385             -
   Deferred stock offering costs                                 173,623             -
   Stock subscription deposit                                   (289,229)            -
                                                            ------------  ------------

       Net Cash Provided (Used) by Financing Activities          733,640      (575,000)
                                                            ------------  ------------

NET INCREASE (DECREASE) IN CASH                                 (717,393)       67,562

CASH AT BEGINNING OF PERIOD                                      852,994       369,003
                                                            ------------  ------------

CASH AT END OF PERIOD                                       $    135,601  $    436,565
                                                            ============  ============

CASH PAID FOR:

   Interest                                                 $          -  $          -
   Income taxes                                             $          -  $          -
</TABLE>

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

                                       8

<PAGE>


                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

          The consolidated  financial  statements presented are those of IChance
          International,  Inc.  (IChance)  and  its  wholly-owned  subsidiaries,
          Software Licensing Networks, Ltd. (Software) and IChance Technologies,
          Inc.  (Tech).  Collectively,  they  are  referred  to  herein  as "the
          Company".

          IChance was incorporated on May 1, 1998 under the laws of the State of
          Nevada as Card-Smart Corp. IChance was organized to perform any lawful
          activity  permitted  by the State of Nevada.  On  September  17, 2001,
          Card-Smart Corp. changed its name to IChance International, Inc.

          On September 14, 2001, IChance and Software Ventures,  Inc. (Ventures)
          completed  an Agreement  and Plan of  Reorganization  whereby  IChance
          issued  5,000,000  shares of its common  stock in exchange for all the
          assets and liabilities of Ventures. Immediately prior to the Agreement
          and Plan of  Reorganization,  IChance had  9,360,000  shares of common
          stock issued and outstanding. For accounting purposes, the acquisition
          has been treated as a  recapitalization  of Ventures  with Ventures as
          the  acquirer  (reverse  acquisition).  Ventures  was  treated  as the
          acquirer for accounting  purposes because the shareholders of Ventures
          controlled  IChance after the  acquisition.  The historical  financial
          statements prior to September 14, 2001 are those of Ventures.

          Ventures was  incorporated  on February 15, 1995 under the laws of the
          State of Nevada as Gateway Consulting,  Inc. Ventures was organized to
          perform  any lawful  activity  permitted  by the State of Nevada,  but
          never  commenced any operations  until their  acquisition of Software.
          Gateway  Consulting,  Inc. later changed its name to IChance,  Inc. on
          June 5, 2000 and then to  Software  Ventures,  Inc. on  September  17,
          2001. On January 7, 2000, Ventures and Software completed an Agreement
          and Plan of Reorganization whereby Ventures issued 4,920,088 shares of
          its  common  stock in  exchange  for all of the  outstanding  stock of
          Software.   Immediately   prior   to  the   Agreement   and   Plan  of
          Reorganization,  Ventures  had 4,920 shares of common stock issued and
          outstanding. For accounting purposes, the acquisition has been treated
          as a  recapitalization  of  Software  with  Software  as the  acquirer
          (reverse  acquisition).  Software  was  treated  as the  acquirer  for
          accounting  purposes because the  shareholders of Software  controlled
          Ventures after the acquisition.  The historical  financial  statements
          prior to January 7, 2000 are those of Software.


                                       9
<PAGE>

                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          a. Organization (continued)

          Subsidiaries:
          ------------

          Software was  incorporated on July 8, 1998 to engage in any lawful act
          or activity  under the Nevis  Business  Corporation  Ordinance 1984 as
          Global  Interactive,  Ltd. Software operates by providing  independent
          parties with web design  services and access to online gaming software
          licensed  by the  Company.  Software's  revenues  are earned  from web
          design fees, and ongoing  royalty  agreements  with these  independent
          parties.

          Tech  was   incorporated  on  January  31,  2001  under  the  Business
          Corporations Act of Yukon in British Columbia,  Canada. Tech develops,
          maintains,  and  provides  support for  Internet  gaming  software and
          websites.


          b. Accounting Method

          The Company's consolidated financial statements are prepared using the
          accrual method of  accounting.  The Company has elected a December 31,
          year end.

          c. Cash and Cash Equivalents

          The Company  considers all highly liquid investment with a maturity of
          three months or less when purchased to be cash equivalent.



                                       10
<PAGE>

                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)


          d. Basic Income (Loss) Per Share

          Basic  income  (loss)  per  share  has  been  calculated  based on the
          weighted average number of shares of common stock  outstanding  during
          the period.

<TABLE>
<CAPTION>
                                               For the                    For the
                                          Nine Months Ended          Three Months Ended
                                             September 30,              September 30,
                                       -----------------------   -------------------------
                                         2001         2000           2001         2000
                                      -----------  -----------   -----------  ------------
                                      (Unaudited)  (Unaudited)   (Unaudited)   (Unaudited)

      <S>                             <C>          <C>           <C>          <C>
       Basic income (loss) per share:

       Numerator -
        net income (loss)             $  (207,918) $   198,458   $  (329,760) $     29,819
       Denominator -
        weighted average
        number of shares
        outstanding                     5,539,180    4,800,475     4,999,856     4,926,171
                                      -----------  -----------   -----------  ------------
       Income (loss) per share        $     (0.04) $      0.04   $     (0.07) $       0.01
                                      ===========  ===========   ===========  ============
</TABLE>

          e. 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 laibilities at the
          date of the consolidated financial statements and the reported amounts
          of revenues and expenses during the reporting  period.  Actual results
          could differ from those estimates.

          f. Provision for Taxes

          The Company's operations are within the jurisdiction of Nevis, part of
          the British Virgin Islands, where there is no income tax.


                                       11
<PAGE>

                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          g. Property and Equipment

          Property and  equipment are stated at cost.  The Company  provides for
          depreciation using the straight-line  method over the following useful
          lives:

                 Computer equipment                               3 to 5 years
                 Office equipment and machinery                   3 to 5 years

          h. Change in Accounting Principle

          The  Company  has adopted the  provisions  of FASB  Statement  No. 138
          "Accounting for Certain Derivative Instruments and Hedging Activities,
          (an amendment of FASB  Statement  No.  133.)"  Because the Company had
          adopted the  provisions of FASB  Statement No. 133,  prior to June 15,
          2000,  this statement is effective for all fiscal  quarters  beginning
          after June 15, 2000.  The adoption of this  principle  had no material
          effect on the Company's consolidated financial statements.

          The  Company  has adopted the  provisions  of FASB  Statement  No. 140
          "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
          Extinguishments  of  Liabilities  (a replacement of FASB Statement No.
          125.)" This statement  provides  accounting and reporting standard for
          transfers and  servicing of financial  assets and  extinguishments  of
          liabilities.  Those standards are based on consistent application of a
          financial-components  approach  that  focuses on  control.  Under that
          approach, the transfer of financial assets, the Company recognized the
          financial and servicing  assets it controls and the liabilities it has
          incurred,   derecognizes   financial  assets  when  control  has  been
          surrendered,  and  derecognizes  liabilities when  extinguished.  This
          statement provides consistent  standards for distinguishing  transfers
          of  financial  assets that are sales from  transfers  that are secured
          borrowings. This statement is effective for transfers and servicing of
          financial assets and  extinguishments  of liabilities  occurring after
          March 31,  2001.  This  statement  is effective  for  recognition  and
          reclassification  of  collateral  and  for  disclosures   relating  to
          securitization  transactions  and  collateral  for fiscal years ending
          after  December  15,  2000.  The  adoption  of this  principle  had no
          material effect on the Company's consolidated financial statements.

                                       12

<PAGE>


                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          h. Change in Accounting Principle (continued)

          The  Company  has adopted the  provisions  of FIN 44  "Accounting  for
          Certain  Transactions  Involving Stock Compensation (an interpretation
          of APB Opinion No.  25.)" This  interpretation  is  effective  July 1,
          2000.  FIN 44  clarifies  the  application  of Opinion No. 25 for only
          certain  issues.  It  does  not  address  any  issues  related  to the
          application of the fair value method in Statement No. 123. Among other
          issues,  FIN 44 clarifies  the  definition of employee for purposes of
          applying  Opinion  25, the  criteria  for  determining  whether a plan
          qualifies as a  noncompensatory  plan, the  accounting  consequence of
          various  modifications to the terms of a previously fixed stock option
          or award, and accounting for an exchange of stock compensation  awards
          in a business  combination.  The  adoption  of this  principle  had no
          material effect on the Company's consolidated financial statements.

          i. Pronouncements Issued Not Yet Adopted

          In July,  2001, the Financial  Accounting  Standards  Board issued two
          statements - Statement 141, Business Combinations,  and Statement 142,
          Goodwill and Other Intangible  Assets,  which will potentially  impact
          the  Company's   accounting  for  its  reported   goodwill  and  other
          intangible assets.

          Statement 141:

          o    Eliminates   the  pooling  method  for  accounting  for  business
               combinations.

          o    Requires  that  intangible  assets that meet certain  criteria be
               reported separately from goodwill.

          o    Requires negative goodwill arising from a business combination to
               be recorded as an extraordinary gain.

          Statement 142:

          o    Eliminates  the  amortization  of goodwill and other  intangibles
               that are determined to have an indefinite life.

          o    Requires, at a minimum,  annual impairment tests for goodwill and
               other intangible assets that are determined to have an indefinite
               life.

                                       13
<PAGE>


                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          i. Pronouncements Issued Not Yet Adopted (continued)

          Upon adoption of these Statements, the Company is required to:

          o    Re-evaluate  goodwill and other intangible assets that arose from
               business  combinations  entered into before July 1, 2001.  If the
               recorded  other  intangibles  assets do not meet the criteria for
               recognition,  they should be reclassified to goodwill. Similarly,
               if there are other  intangible  assets that meet the criteria for
               recognition but were not separately recorded from goodwill,  they
               should be reclassified from goodwill.

          o    Reassess  the useful  lives of  intangible  assets and adjust the
               remaining amortization periods accordingly.

          o    Write-off any remaining negative goodwill.

          The Company has not yet completed  its full  assessment of the effects
          of these new  pronouncements  on its  financial  statements  and so is
          uncertain as to the impact. The standards generally are required to be
          implemented by the Company in its 2002 financial statements.

          j. Revenue Recognition

          Initial license fees of gaming software are recognized as revenue upon
          the completion of the license sale  transactions.  Before the revenues
          are  recognized,  deposits  from  licensees  are  recorded as deferred
          revenue.  Client  receipts  on the  Internet  gaming are  recorded  as
          revenue on the accrual basis when earned. Website development revenues
          are  recorded  once the  website is  operational.  Deposits on website
          development  are  recorded  as unearned  revenue  until the website is
          operational.

          Gaming  and  monthly  licensing  royalty  revenues  and other fees are
          recognized over the period services are provided.

          Gaming revenues are presented net of customer winnings.

          k. Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as incurred.


                                       14
<PAGE>


                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          l. Long-Lived Assets

          The Company reviews  long-lived  assets and  identifiable  intangibles
          whenever events or circumstances indicate that the carrying amounts of
          such assets may not be fully  recoverable.  The Company  evaluates the
          recoverability  of long-lived assets by measuring the carrying amounts
          of the assets against the estimated undiscounted cash flows associated
          with these  assets.  At the time such  evaluation  indicates  that the
          future  undiscounted  cash flows of certain  long-lived assets are not
          sufficient  to recover  the  assets'  carrying  value,  the assets are
          adjusted to their fair values (based upon discounted cash flows).

          m. Principles of Consolidation

          The  consolidated   financial  statements  include  those  of  IChance
          International,  Inc.  and  its  wholly-owned  subsidiaries,   Software
          Licensing Networks, Ltd. and IChance Technologies, Inc.

          n. Concentrations of Risk - Foreign Operations

          The  Company  operates  in  Nevis  which  has  a  developing  economy.
          Hyperinflation,  volatile exchange rates and rapid political and legal
          change, often accompanied by military  insurrection,  have been common
          in this and certain  other  emerging  markets in which the Company may
          conduct operations.  The Company may be materially  adversely affected
          by possible  political  or economic  instability  in Nevis.  The risks
          include,  but are  not  limited  to  terrorism,  military  repression,
          expropriation,   changing  fiscal  regimes,  extreme  fluctuations  in
          currency  exchange  rates,  high rates of inflation and the absence of
          industrial  and economic  infrastructure.  Changes in  development  or
          investment  policies or shifts in the prevailing  political climate in
          Nevis in  which  the  Company  operates  could  adversely  affect  the
          Company's  business.  Operations may be affected in varying degrees by
          government regulations with respect to development restrictions, price
          controls,  export controls,  income and other taxes,  expropriation of
          property,  maintenance of claims,  environmental  legislation,  labor,
          welfare,  benefit policies,  land use, land claims of local residents,
          water  use and mine  safety.  The  effect of these  factors  cannot be
          accurately predicted.


                                       15
<PAGE>


                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          o. Foreign Currency Translation

          All  transactions  in  currencies  other than the United States dollar
          during  the  year  are   translated  at  the  exchange  rates  on  the
          transaction  dates.  Monetary assets and liabilities  denominated in a
          foreign  currency are translated at the  prevailing  year-end rates of
          exchange.  Exchange  gains or losses are included in the  consolidated
          statements of income (loss) and retained earnings.

          p. Software License

          The  Company  has  capitalized  the  cost of their  Internet  software
          license. Software license costs are as follows:

                                               September 30,   December 31,
                                                   2001            2000
                                              --------------  --------------
                                               (Unaudited)

               License cost                   $       50,000  $       50,000
               Accumulated amortization              (30,000)        (22,500)
                                              --------------  --------------

               Net cost                       $       20,000  $       27,500
                                              ==============  ==============

          The software  license is being amortized on the  straight-line  method
          over its estimated  useful life of 5 years.  Amortization  expense for
          the nine months ended  September 30, 2001 was $7,500 and for the years
          ended   December   31,  2000  and  1999  was   $10,000  and   $10,000,
          respectively.

          q. Unaudited Financial Statements

          The accompanying  unaudited  consolidated financial statements include
          all of the  adjustments  which,  in the  opinion  of  management,  are
          necessary for a fair  presentation.  Such  adjustments are of a normal
          recurring nature.

                                       16
<PAGE>


                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 2 -  NOTE RECEIVABLE - RELATED PARTY

          Note receivable - related party is detailed in the following summary:

                                                   September 30,   December 31,
                                                        2001           2000
                                                   -------------  -------------
                                                    (Unaudited)
   Note receivable from a related company with
   a common officer; with an  interest rate of
   9%  per  annum;  unsecured, interest and
   principal due December 31, 2001. Interest
   receivable at September 30, 2001 and December
   31, 2000 was $-0- and $31,907, respectively.    $          -  $      450,000
                                                   -------------  -------------
           Total related party notes receivable    $          -  $      450,000
                                                   ============  ==============

NOTE 3 -  PROPERTY AND EQUIPMENT

          Property and equipment consisted of the following:

                                                  September 30,   December 31,
                                                       2001           2000
                                                  -------------  -------------
                                                   (Unaudited)

           Computer equipment                     $       32,639  $     24,886
           Office equipment and machinery                 5,897         2,777
                                                  --------------  ------------
                                                          38,536        27,663
           Accumulated depreciation                      (11,884)       (4,775)
                                                  --------------  ------------

                                                  $       26,652  $     22,888
                                                  ==============  ============

          Total  depreciation  expense for the nine months ended  September  30,
          2001 was $7,109 and for the year ended December 31, 2000 was $4,775.


                                       17
<PAGE>


                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 4 -  INVESTMENT IN NON-MARKETABLE EQUITY SECURITY

          The  Company  has an  investment  in the common  stock of an  unlisted
          company representing less than 5% of that company's outstanding common
          stock as of September  30, 2001 and  December  31, 2000.  In addition,
          this  investment  is subject  to  restrictions  relating  to any sale,
          transfer or other disposition through November 2001.

NOTE 5 -      NOTES PAYABLE

          Notes payable is detailed in the following summary:

                                                  September 30,   December 31,
                                                       2001           2000
                                                  -------------  -------------
                                                   (Unaudited)

   Note payable to a company;  with an interest
   rate of 8% per annum; unsecured  and due
   June 27, 2003.  Accrued  interest at
   September 30, 2001 and December 31, 2000
   was $1,800 and $-0-, respectively.             $      90,000  $           -
                                                  -------------  -------------
       Total Notes Payable                        $      90,000  $           -
                                                  =============  =============

NOTE 6 -  RELATED PARTY PAYABLE

          Loans from officers and shareholders are non-interest bearing and have
          no fixed terms of  repayment.  The total  amount owed to officers  and
          shareholders  at  September  30, 2001 and December 31, 2000 was $1,400
          and $200, respectively.

          On July 1,  2001,  the  Company  entered  into a Line  of  Credit  and
          Security  Agreement with Double  Mastery,  Ltd., a Nevis  corporation,
          that is also a shareholder  of the Company for an amount not to exceed
          $250,000.  The line of credit note bears 9% interest  per annum and is
          unsecured.  Interest is due and  payable on a quarterly  basis and the
          principal is payable on demand. At September 30, 2001, the Company had
          borrowed $17,493 and had accrued interest of $131.

NOTE 7 -  COMMITMENTS AND CONTINGENCIES

          On January 1, 2001,  the  Company  entered  into a 24-month  lease for
          office space in St. Maarten. Two months rental was given as a security
          deposit. The monthly lease payment is $5,000.

                                       18

<PAGE>
                  ICHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 7 -  COMMITMENTS AND CONTINGENCIES (Continued)

          On January  10,  2001,  the  Company  entered  into a one-year  Master
          Software  Development  Agreement  for the  purpose  of  designing  and
          developing an Internet gambling software program,  sports book system,
          compatible e-commerce system,  affiliate program and related products.
          The total agreed-upon cost of the software is $2,000,000.  The Company
          has paid a total of $602,500 on the  contract  through  September  30,
          2001.

          On  February  3,  2001,  the  Company   entered  into  a  twelve-month
          consulting  agreement for the  development and  implementation  of the
          advertising and marketing  campaigns for the Company's internet gaming
          software. The consulting fee is $18,000 per month.

          During  2001,  the  Company  was  named  in  litigation  with  Starnet
          Communications Canada, Inc., Starnet Systems International,  Inc., and
          Inphinity Interactive, Inc. (collectively, "Starnet"). Starnet filed a
          complaint  against the Company  alleging  that the Company  wrongfully
          procured and induced various of Starnet's previous employees to breach
          their  contracts  with  Starnet  and that  the  Company  infringed  on
          Starnet's copyright in certain gaming software. Due to the early stage
          of  litigation,  it is not possible to evaluate the  likelihood  of an
          unfavorable outcome or estimate the extent of potential loss.

          In March 2001, the Company entered into a 24-month sublease  agreement
          for office space in  Vancouver,  British  Columbia.  The monthly lease
          payments are approximately $1,500 and begin in October 2001. A deposit
          of  approximately  $3,200  has been paid and will be  applied  towards
          payment for the first and last months of the sublease.

NOTE 8 -  STOCK SUBSCRIPTION DEPOSIT

          As of December 31, 2000,  the Company had received a total of $289,229
          for the purchase of 14,160 shares of common  stock.  The 14,160 shares
          were issued subsequent to December 31, 2000. At September 30, 2001 and
          December  31,  2000,  the  stock  subscription  deposit  was  $-0- and
          $289,229,  respectively,  and related stock offering costs of $-0- and
          $173,623, respectively.

NOTE 9 -  STOCK OFFERING COSTS

          During the year ended  December 31, 2000,  the Company  issued  46,820
          shares of common  stock for total  proceeds of  $968,910.  The Company
          entered into an agreement to pay stock offering costs of sixty percent
          (60%)  of the  funds  raised.  Accordingly,  stock  offering  costs of
          $581,260  were recorded for the year ended  December 31, 2000.  During
          the nine months ended  September 30, 2001,  the Company  issued 28,172
          shares of common stock for total proceeds of $630,419.  Stock offering
          costs of $378,251  were  recorded for the nine months ended  September
          30, 2001.

                                       19
<PAGE>


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

     (a) Plan of Operation.

iChance International, Inc. (iChance) is a software development corporation that
continues to focus on the creation of online  gaming/entertainment  systems.  On
September 14th, 2001, the company entered into an asset purchase  agreement with
iChance, Inc., also a Nevada corporation,  that enabled the company to shift its
business model from the marketing of smart card  technologies to gaming software
development. Subsequent to the asset purchase agreement, the company changed its
name from Card Smart, Inc. to iChance International, Inc.

Management's  current primary  objective is the completion of the development of
FutureBet - the Company's  proprietary  gaming software system.  Components will
include online casino software,  a sportsbook wagering platform,  and skill game
applications.  The sportsbook  platform  contained within FutureBet entered into
beta testing  during the third  quarter of this year.  To date,  no  significant
technical or other concerns have arisen. Beta testing is expected to commence on
the casino and skill game systems in early  January with full release  scheduled
by the end of the 2002 first quarter.

Upon completion of development, FutureBet will be licensed to parties interested
in establishing and maintaining an online gaming operation. The licensing of the
iChance  systems will be handled  exclusively  by several  independent  licensor
corporations,  who will each focus on specific geographic regions. Relationships
with these  corporations  are currently being finalized as the Company  prepares
for the FutureBet release.

The Company's subsidiary,  Software Licensing Networks, Ltd., currently provides
over 200 independent website operators with accessibility to Internet casino and
sportsbook  systems  that were  developed,  and  licensed  from,  a  third-party
software provider. Once the FutureBet development is finalized,  these operators
will be given the  ability to equip  their  websites  with  FutureBet  - thereby
replacing the system currently being utilized.

Revenues are presently  generated  through gaming website sales  agreements with
the above-mentioned  operators,  which provide the Company's  subsidiary with an
initial upfront fee and ongoing  participation in the revenues generated by each
operator.  Once the FutureBet  system is implemented,  revenues will continue in
the form of monthly fees from the licensor corporations. Such fees will be based
on the number of websites  utilizing  the  FutureBet  system under each licensor
corporation.

The  Company  anticipates  that it has  enough  available  capital  to meet  its
anticipated  needs for working  capital and  capital  expenditures  for the next
three (3)  months.  The Company  expects  that it will  continue  to  experience
negative cash flow until the FutureBet  system  development is completed and the
product has been integrated with the online gaming community. Currently negative
cash flow can be directly  attributed to the  extensive  costs  surrounding  the
development of the FutureBet  system,  which  Management  feels is essential for
long term growth and viability.


                                       20
<PAGE>

                                     PART II


ITEM 1.   LEGAL PROCEEDINGS

     During 2001, the Company's  subsidiary was named in litigation with Starnet
Communications Canada, Inc., Starnet Systems International,  Inc., and Inphinity
Interactive, Inc. (collectively,  "Starnet").  Starnet filed a complaint against
the Company alleging that the Company wrongfully procured and induced various of
Starnet's previous employees to breach their contracts with Starnet and that the
Company infringed on Starnet's copyright in certain gaming software.  Due to the
early stage of  litigation,  it is not possible to evaluate the likelihood of an
unfavorable outcome or estimate the extent of potential loss.

     The Company is aware of no other litigation matters.


ITEM 2.   CHANGES IN SECURITIES

          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)  Exhibits

          None.

     (b) Reports on Form 8-K.

          On September 27, 2001 the Registrant  filed an  information  statement
     regarding the resignation of its officers and directors and the appointment
     of Brian Hurley as Director  and sole  officer.  Further on  September  27,
     2001, the Registrant  reported a change in control to iChance,  Inc. and to
     acquire its assets. The September 27, 2001 Current Report noted a change in
     the Certifying Accountant and also advised that Brian Hurley, together with
     his wife Rita own Hurley Holdings Corporation,  a Nevada non reporting, non
     trading  corporation which owns 27.68% of the issued and outstanding shares
     of the Registrant.


                                       21
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   ICHANCE INTERNATIONAL, INC.

Amendment No. 1
Date: February 12, 2002       By:  /s/ Brian Hurley
                                   ----------------------------
                                   Brian Hurley
                                   Chief Financial Officer














                                       22