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

                                   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 March 31, 2002


     ( )  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
March 31, 2002.

Traditional Small Business Disclosure Format (check one)

                                                Yes [  ] No [X]

<PAGE>

              TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT


PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Balance Sheet (unaudited)............................  5-6
          Statements of Operations (unaudited).................   7
          Statements of Cash Flows (unaudited).................  8-9
          Notes to Financial Statements........................ 10-24

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................  25


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  28

Item 2.   Changes in Securities and Use of Proceeds............  28

Item 3.   Defaults upon Senior Securities......................  28

Item 4.   Submission of Matters to a Vote
          of Security Holders..................................  28

Item 5.   Other Information....................................  29

Item 6.   Exhibits and Reports on Form 8-K.....................  30

Signatures.....................................................  31

                                      3
PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

The unaudited financial statements of registrant for the three months ended
March 31, 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.


                                     4

<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                          Consolidated Balance Sheet
                                  (unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

                                             March 31,    December 31,
                                               2002          2001
                                             -----------  ------------
<S>                                         <C>          <C>
CURRENT ASSETS

   Cash and cash equivalents                $    24,847  $    65,084
   Accounts receivable                          894,192    1,303,444
   Prepaid expenses                                 115       34,122
                                            -----------  -----------

     Total Current Assets                       919,154    1,402,650
                                             ----------  -----------

PROPERTY AND EQUIPMENT, NET (Notes 1 and 3)      22,958       20,992
                                            -----------  -----------

OTHER ASSETS

   Software license (Note 1)                     34,124       17,500
   Investment in non-marketable
   security, net (Note 5)                                         --
   Intangible assets (Note 4)                                 10,780
                                                         -----------

   InterCompany Transfers to:
     iChance Internation Transfer               342,000            -
     Software Licensing Transfer                144,774            -
     iChance Technologies Transfer              339,223            -
     Charter Support Systems Transfer             1,449            -
                                            -----------  -----------


     Total Other Assets                         861,570       28,280
                                            -----------  -----------

     TOTAL ASSETS                           $ 1,803,682  $ 1,451,922
                                            ===========  ===========

</TABLE>

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

                                      5
<PAGE>


                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                     Consolidated Balance Sheet (Continued)
                                 (unaudited)

<TABLE>
<CAPTION>

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                              March 31,    December 31,
                                                2002          2001
                                             -----------  ------------
<S>                                         <C>          <C>
CURRENT LIABILITIES

   Accounts payable                         $    20,097  $    663,222
   Client payouts payable                       367,875     1,364,429
   Related party payables (Note 7)              458,339       192,793
   Royalties Payable                            847,959             -
   Accrued expenses                              15,985        12,258
   Short term - Loans Payable                   355,494             -
                                            -----------   -----------
     Total Current Liabilities                2,065,749     2,232,702
                                            -----------   -----------
LONG-TERM LIABILITIES

     Notes payable (Note 6)                           -        90,000
                                            -----------   -----------

   InterCompany Transfers to:
     iChance Corp                               486,774            -
     Global Interactive                         339,216            -
     Technologies                                     7            -
     Charter Support Systems                      1,449            -
                                            -----------  -----------
       Total Long-Term Liabilities              827,446       90,000
                                            -----------  -----------

       Total Liabilities                      2,893,195    2,322,702
                                            -----------  -----------

COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock: 25,000,000 shares
     authorized of $0.001 par
     value, 14,360,000 shares issued
     and outstanding                             14,360         14,360
   Additional paid-in capital                   729,003        729,003
   Accumulated deficit                       (1,832,876)    (1,614,143)
                                            ------------   -----------

     Total Stockholders' Equity (Deficit)    (1,089,513)     (870,780)
                                            ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                         $ 1,803,682   $  1,451,922
                                            ===========   ============

</TABLE>

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

                                      6

<PAGE>


                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                      Consolidated Statements of Operations
                                  (unaudited)

<TABLE>
<CAPTION>

                                             For three months ended
                                                    March 31,
                                             2002            2001
                                           -----------    ----------
<S>                                        <C>            <C>
REVENUES
   Client receipts, net of payouts         $   434,846    $        -
   Cost of Goods Sold                          149,178             -
                                           -----------    ----------
   Net Revenues                                285,668             -
                                           -----------    ----------
EXPENSES
   Accounting and Audit Fees                    29,772             -
   Consulting                                    6,602             -
   Depreciation and Amortization                29,501             -
   General and administrative                   57,576            30
   Salaries and wages                           89,897             -
   Software development costs                  283,528             -
                                          ------------   -----------
     Total Expenses                            496,876            30
                                          ------------   -----------

INCOME (LOSS) FROM OPERATIONS                 (211,208)          (30)
                                          ------------   ------------
OTHER INCOME (EXPENSE)
   Interest expense                             (7,521)            -
                                          ------------   -----------

     Total Other Income (Expense)               (7,521)            -
                                          ------------   -----------

NET INCOME (LOSS)                         $   (218,729)  $       (30)
                                          =============  ============

BASIC INCOME (LOSS) PER SHARE

  Total Basic Income
       (Loss) Per Share                   $      (0.02)  $     (0.00)
                                          =============  ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                         14,360,000       9,360,000
                                          ============    ===========

</TABLE>

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

                                       7
<PAGE>



                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                      Consolidated Statements of Cash Flows
                                 (unaudited)

<TABLE>
<CAPTION>
                                                 For three months ended
                                                      March 31,
                                                 2002           2001
                                            -----------    -----------
<S>                                         <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                           $  (218,729)   $       (30)
Adjustments to reconcile net
income (loss) to net cash
  provided by operating activities:
  Depreciation and amortization                  29,501              -
Changes in assets and liabilities:
  (Decrease) in accounts receivable            (872,743)             -
  (Decrease) in accounts payable               (643,125)             -
  (Decrease) in clients payout payable         (996,555)             -
  Increase in related parties payable           265,546              -
  Increase in Royalties payable                 847,959              -
  (Decrease) in accrued expenses               ( 12,499)             -
  Increase in short term loan payable           355,494              -
                                            -----------    -----------
Net Cash Provided (Used) by
    Operating Activities                     (1,245,151)           (30)
                                            -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Gaming software license                          16,624              -
Intercompany transfer of assets                 833,290              -
                                            -----------    -----------

Net Cash (Used) by Investing Activities         849,914              -
                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
(Increase) decrease in notes
    receivable                                  265,000              -
Proceeds from notes payable                      90,000              -
                                            -----------    -----------

Net Cash Provided (Used) by
    Financing Activities                    $   355,000     $        -
                                            --------------- ----------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                      8
<PAGE>



                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                Consolidated Statements of Cash Flows (Continued)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                  For the Years Ended
                                                       March 31,
                                                   2002           2001
                                               -----------    -----------
<S>                                           <C>            <C>
NET INCREASE (DECREASE) IN CASH               $   (40,237)   $       (30)

CASH AT BEGINNING OF PERIOD                        65,084             87
                                              -----------    -----------

CASH AT END OF PERIOD                         $    24,847    $        57
                                              ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

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

</TABLE>


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


                                      9
<PAGE>


                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

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

          iChance NV was incorporated on May 1, 1998 under the laws of the State
          of Nevada as Card-Smart Corp.  iChance NV 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  NV  and  Software  Ventures,  Inc.
          (Ventures)  completed an Agreement and Plan of Reorganization  whereby
          iChance NV 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 NV 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 NV 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.


                                       10
<PAGE>



                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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.

          iChance CA was  incorporated  on April 11,  2000 under the laws of the
          State of  California.  iChance  CA was  incorporated  to engage in any
          lawful act or activity for which a corporation  may be organized under
          the General Corporation Law of California.

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

          Charter  was  registered  on  October 9, 2001 as an  Exempted  Company
          incorporated in the Cayman Islands with Limited Liability. Charter was
          primarily inactive during 2001.

          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.

          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.
                                                        For three months ended
                                                                March 31,
                                                       -------------------------
                                                          2002           2001
           Numerator:                                  ----------    -----------
              Total net income (loss)                 $  (218,729)   $      (30)
                                                      ============   ===========
           Denominator - weighted average shares       14,360,000     9,360,000
                                                      -----------    -----------


                                      11
<PAGE>



                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

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

          d. Basic Income (Loss) Per Share (Continued)

                                                         For three months ended
                                                               March 31,
                                                       -------------------------
                                                          2002           2001
                                                       ----------    -----------
            Net income (loss) per share:                   (0.02)        (0.00)
                                                       ----------    ----------

                Total basic income (loss) per share    $   (0.02)   $    (0.00)
                                                       ==========    ===========

          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 liabilities 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  principal  operations  are within the  jurisdiction  of
          Nevis,  part of the British Virgin  Islands,  where there is no income
          tax. The Company also has  operations  in Canada and the United States
          of America.

          No provision for income taxes has been accrued for the U.S. operations
          because the Company has net  operating  losses from  inception  of the
          U.S.   operations.   The  net   operating   loss  carry   forwards  of
          approximately  $472,000  at December  31, 2001 expire in 2021.  No tax
          benefit has been  reported  in the  financial  statements  because the
          Company  is  uncertain  if  the  carryforwards   will  expire  unused.
          Accordingly,  the  potential  tax  benefits  are offset by a valuation
          account of the same amount.




                                      12
<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

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

          f. Provision for Taxes (Continued)

          The income tax  benefit  differs  from the amount  computed at federal
          statutory rates of approximately 39% as follows:

                                                          For the Year Ended
                                                              December 31,
                                                       -------------------------
                                                          2001           2000
                                                       ----------    -----------
            Income tax benefit at statutory rate       $  154,000    $   30,000
            Change in valuation allowance                (154,000)      (30,000)
                                                       ----------    -----------
                                                       $        -    $        -
                                                       ==========    ===========

          Deferred tax assets (liabilities) are comprised of the following:

                                                         For the Year Ended
                                                              December 31,
                                                       -------------------------
                                                          2001           2000
                                                       ----------    -----------

            Income tax benefit at statutory rate       $  184,000    $   30,000
            Change in valuation allowance                (184,000)      (30,000)
                                                       ----------    -----------

                                                       $        -    $        -
                                                       ==========    ===========

          Due to the  change in  ownership  provisions  of the Tax Reform Act of
          1986,  net  operating  loss   carryforwards  for  Federal  income  tax
          reporting purposes are subject to annual limitations.  Should a change
          in ownership occur, net operating loss carryforwards may be limited as
          to use in future years.

          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
                 Furniture and fixtures                    3 to 5 years
                 Leasehold improvements                         3 years



                                       13
<PAGE>


                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

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

          h. Adoption of New Accounting Principles

          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.

          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.



                                      14
<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

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

          i. Newly Issued Accounting Pronouncements

          SFAS  NO.'S  141 AND 142 -- In June  2001,  the  Financial  Accounting
          Standards  Board (FASB)  adopted  Statement  of  Financial  Accounting
          Standards  SFAS No. 141 is effective  as to any  business  combination
          occurring after June 30, 2001 and certain  transition  provisions that
          affect accounting for business combinations prior to June 30, 2001 are
          effective as of the date that SFAS No.142 is applied in its  entirety,
          which was September 30, 2001.

          SFAS  No.  141  provides   standards  for   accounting   for  business
          combinations.  Among other things,  it requires that only the purchase
          method  of  accounting  be used and  that  certain  intangible  assets
          acquired  in a  business  combination  (i.e.  those that  result  from
          contractual  or other legal rights or are separable) be recorded as an
          asset apart from goodwill.  The transition  provisions require that an
          assessment  be  made  of  previous   business   combinations  and,  if
          appropriate,  reclassifications  be made to or from goodwill to adjust
          the  recording  of  intangible  assets  such  that  the  criteria  for
          recording  intangible  assets  apart from  goodwill  is applied to the
          previous  business  combinations The adoption of this principle had no
          material effect on the company's financial statements.

          SFAS  No.  142  provides,   among  other  things,  that  goodwill  and
          intangible  assets with  indeterminate  lives shall not be  amortized.
          Goodwill shall be assigned to a reporting  unit and annually  assessed
          for  impairment.  Intangible  assets with  determinate  lives shall be
          amortized  over their  estimated  useful lives,  with the useful lives
          reassessed  continuously,  and shall be assessed for impairment  under
          the  provisions  of SFAS No. 121,  "Accounting  for the  Impairment of
          Long-Lived  Assets to be Disposed  of."  Goodwill is also assessed for
          impairment on an interim basis when events and circumstances  warrant.
          Upon  adoption of SFAS No. 142,  the  Company  will assess  whether an
          impairment  loss should be  recognized  and measured by comparing  the
          fair value of the "reporting  unit" to the carrying  value,  including
          goodwill.  If the carrying value exceeds fair value,  then the Company
          will  compare the implied  fair value of the  goodwill  (as defined in
          SFAS No. 142) to the carrying amount of the goodwill.  If the carrying
          amount of the  goodwill  exceeds  the  implied  fair  value,  then the
          goodwill be adjusted to the implied fair value.




                                      15
<PAGE>

                 iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

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

          i. Newly Issued Accounting Pronouncements (Continued)

          SFAS NO. 143 -- On August 16,  2001,  the FASB  issued  SFAS No.  143,
          "Accounting for Asset Retirement  Obligations," which is effective for
          fiscal  years   beginning  after  June  15,  2002.  It  requires  that
          obligations  associated  with the retirement of a tangible  long-lived
          asset be recorded as a liability when those  obligations are incurred,
          with the amount of the  liability  initially  measured  at fair value.
          Upon initially  recognizing for an accrued retirement  obligation,  an
          entity  must  capitalize  the cost by  recognizing  an increase in the
          carrying  amount of the  related  long-lived  asset.  Over  time,  the
          liability  is  accreted  to its  present  value each  period,  and the
          capitalized  cost is  depreciated  over the useful life of the related
          asset. Upon settlement of the liability,  an entity either settles the
          obligation  for its  recorded  amount  or  incurs  a gain or loss upon
          settlement.

          While the Company has not  completed  the process of  determining  the
          effect  of  this  new  accounting  pronouncement  on its  consolidated
          financial statements, the Company currently expects that the effect of
          SFAS No. 143 on the Company's  financial  statements,  when it becomes
          effective, will not be significant.

          SFAS NO. 144 - On October 3, 2001, the Financial  Accounting Standards
          Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
          of Long-Lived  Assets"  which is effective  for  financial  statements
          issued  for  fiscal  years  beginning  after  December  15,  2001 and,
          generally,  its provisions are to be applied  prospectively.  SFAS 144
          supercedes  SFAS  Statement  No.  121 (FAS 121),  "Accounting  for the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to Be
          Disposed  Of." SFAS 144 applies to all  long-lived  assets  (including
          discontinued operations) and consequently amends Accounting Principles
          Board  Opinion No. 30 (APB 30),  "Reporting  Results of  Operations  -
          Reporting the Effects of Disposal of a Segment of a Business."

          SFAS 144  develops  one  accounting  model (based on the model in SFAS
          121) for long-lived assets that are to be disposed of by sale, as well
          as addresses the principal  implementation  issues.  SFAS 144 requires
          that long-lived  assets that are to be disposed of by sale be measured
          at the  lower of book  value or fair  value  less  cost to sell.  That
          requirement  eliminates the  requirement  of APB 30 that  discontinued
          operations  be  measured  at net  realizable  value  or that  entities
          include under  "discontinued  operations" in the financial  statements
          amounts for operating losses that have not yet occurred. Additionally,
          SFAS 144 expands the scope of  discontinued  operations to include all
          components of an entity with operations that (1) can be  distinguished
          from  the  rest of the  entity  and (2)  will be  eliminated  from the
          ongoing operations of the entity in a disposal transaction.


                                       16
<PAGE>

                 iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001


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

          i. Newly Issued Accounting Pronouncements (Continued)

          While the Company has not  completed  the process of  determining  the
          effect  of  this  new  accounting  pronouncement  on its  consolidated
          financial statements, the Company currently expects that the effect of
          SFAS No. 144 on the Company's consolidated financial statements,  when
          it becomes effective, will not be significant.

          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  revenues  are
          recognized on the basis of cash received,  according to FASB Statement
          of  Financial  Accounting  Concepts  (SFAC)  No.  5,  Recognition  and
          Measurement in Financial Statements of Business Enterprises, Paragraph
          84(g) because the  collectibility  of accounts  receivable is doubtful
          and not assured. (See Note 9).

          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. Advertising expense was $172,156 and $314,603 for
          the years ended December 31, 2001 and 2000, respectively.

          l. Software Development Costs

          The Company follows the accounting and disclosure requirements of SFAS
          No. 86,  Accounting  for the Costs of  Computer  Software  to be Sold,
          Leased, or Otherwise  Marketed,  as such,  software  development costs
          incurred prior to when technological  feasibility has been established
          are expensed.  Software development costs incurred after technological
          feasibility has been established will be capitalized. (See Note 8).




                                       17
<PAGE>

                 iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

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

          m. Impairment of 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).
          During the year ended  December  31,  2001,  the  Company  recorded an
          impairment loss of $50,000.  The Company  recorded the loss because it
          had  determined  that  the  investment  in the  non-marketable  equity
          security had become impaired due to the permanent decline in the value
          of the security.

          n. Principles of Consolidation

          The  consolidated   financial  statements  include  those  of  iChance
          International,  Inc.  and  its  wholly  owned  subsidiaries,  Software
          Licensing Networks,  Ltd., iChance Technologies,  Inc., iChance, Inc.,
          and Charter Support Systems, Ltd.

          o. Concentrations of Risk - Foreign Operations

          The  Company  operates  in  Nevis  that  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.


                                       18
<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

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

          p. 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.

          q. Software License

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

                                                                     March 31,
                                                                       2001
                                                                 --------------
                License cost                                     $       63,625
                Accumulated amortization                                (29,501)
                                                                 --------------

                Net cost                                         $       34,124
                                                                 ==============

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


NOTE 2 -  GOING CONCERN

          The Company's  consolidated  financial  statements  are prepared using
          generally accepted accounting principles 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
          a  significant  loss for the  year  ended December 31, 2002  that  has
          resulted in an accumulated  deficit of $1,614,143 at December 31, 2001
          and a working capital deficit of  approximately  $830,000 which raises
          substantial  doubt about the Company's  ability to continue as a going
          concern.  The accompanying  consolidated  financial  statements do not
          include   any   adjustments   relating  to  the   recoverability   and
          classification   of  asset   carrying   amounts   or  the  amount  and
          classification  of  liabilities  that might result from the outcome of
          this uncertainty.



                                        19
<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

NOTE 2 -  GOING CONCERN (Continued)

          The  Company  has  experienced  a  relatively  significant  amount  of
          financial  loss for the Quarter ended March 31, 2002.  The majority of
          such  loss  can be  directly  attributable  to costs  incurred  by the
          Company for the development of its Internet gaming systems.

          In realizing the severity of the Company's  present  financial  state,
          the Company plans to immediately  strengthen its position.  And as the
          Company  approaches  completion  on the  development  of  the  initial
          version  of its  Internet  gaming  system,  management  does  plan  on
          significantly reducing costs associated with such development.

          And while the Company  will begin to reap some of the  benefits of the
          completed  Internet  gaming  system,  upon its  release  in the  third
          quarter  of 2002,  additional  steps  are also  being  taken to secure
          additional  funding.  The Company has some available funds from a line
          of credit and is considering a potential asset sale. Additionally, the
          Company is also currently planning on modifying its September 14, 2001
          asset purchase and  reorganization  agreement with Software  Ventures,
          Inc.   The   planned   modification   would   assist  the  Company  in
          significantly  reducing  its  overall  expenses,  as much of the costs
          pertaining to development would be returned to Software Ventures, Inc.
          However, there can be no assurance that the Company will be successful
          in its plans.

NOTE 3 -  PROPERTY AND EQUIPMENT

          Property and equipment consisted of the following:

                                                                    March 31,
                                                                       2002
                                                                 --------------

                Computer equipment                               $       13,576
                Furniture and fixtures                                    3,123
                Leasehold improvements                                    8,790
                                                                 --------------
                                                                         25,489
                Accumulated depreciation                                 (2,531)
                                                                 --------------

                                                                 $       22,958
                                                                 ==============



                                       20
<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                           March 31, 2002 and December 31, 2001

NOTE 4 - INTANGIBLE ASSETS

          Intangible assets at December 31, 2001 consisted of the following:

                                                                   December 31,
                                                                       2001
                                                                 --------------

                         Trademark                               $        1,050
                         Internet domain name                            12,000
                                                                 --------------
                                                                         13,050
                         Less accumulated amortization                   (2,270)

                         Intangible Assets - Net                 $       10,780
                                                                 ==============

          Intangible assets are being amortized by the straight-line method. The
          trademark and Internet  domain name are being  amortized over 10 and 5
          years, respectively. Amortization expense for the years ended December
          31, 2001 and 2000 was $2,270 and $-0-, respectively.

NOTE 5 -  INVESTMENT IN NON-MARKETABLE EQUITY SECURITY

          The  Company  has an  investment  in the common  stock of an  unlisted
          company that has no public trading market.  The stock  represents less
          than 5% of that company's  outstanding common stock as of December 31,
          2001. This investment has been recorded at cost. During the year ended
          December 31, 2001, the Company recorded an impairment loss of $50,000.
          The  Company  recorded  the loss  because it had  determined  that the
          investment in the  non-marketable  equity security had become impaired
          due to the permanent decline in the value of the security.

NOTE 6 -  NOTES PAYABLE

          Notes payable is detailed in the following summary:

                                                                   December 31,
                                                                       2001
                                                                 --------------

            Note payable to a company; with an interest rate
              of 8% per annum; unsecured and due June 27,
              2003. Accrued interest at December 31, 2001 was
              $3,600.                                            $       90,000
                                                                 --------------

              Total Notes Payable                                        90,000

              Less Current Portion                                            -
                                                                 --------------

              Total Long-Term Notes Payable                      $       90,000
                                                                 ==============

                                       21
<PAGE>




                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

NOTE 6 - NOTES PAYABLE (Continued)

          Future maturities of long-term notes payable are as follows:

              2002                                               $            -
              2003                                                       90,000
              2004                                                            -
              2005                                                            -
              2006                                                            -
              2007 and thereafter                                             -
                                                                 --------------
                       Total                                     $       90,000
                                                                 ==============

NOTE 7 - 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 December 31, 2001 was $300.

          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 December 31, 2001, the Company had
          borrowed $192,493 and had accrued interest of $3,900.

NOTE 8 -  SOFTWARE DEVELOPMENT COSTS

          The Company is developing the  FutureBet(TM)  Gaming System to provide
          independent   Internet   gaming   operators   with  a  wide  range  of
          entertainment    software.    The    FutureBet(TM)    systems   offers
          state-of-the-art  interactive casino games,  real-time sports betting,
          fantasy sports, pari-mutuel style games of skill, and an assortment of
          complementary products and features.

          According  to SFAS No.  86,  "Accounting  for the  Costs  of  Computer
          Software  to be  Sold,  Leased,  or  Otherwise  Marketed",  all  costs
          incurred to  establish  the  technological  feasibility  of a computer
          software  product  to be  sold,  leased,  or  otherwise  marketed  are
          considered  research  and  development  costs and shall be expensed as
          incurred.  The  technologically  feasibility  of a  computer  software
          product  is  established  when  the  Company  has  completed  all  the
          planning, designing, coding, and testing activities that are necessary
          to  establish  that the  product  can be  produced  to meet its design
          specifications   including   functions,    features,   and   technical
          performance requirements.

          At December 31, 2001,  the Company had not  completed  the testing and
          other requirements to establish technological feasibility. The Company
          has expensed  software  development costs of $922,075 and $-0- for the
          years ended December 31, 2001 and 2000, respectively.

                                       22
<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

NOTE 9 -  CHANGE IN ACCOUNTING ESTIMATE

          Effective January 1, 2001, the  collectibility of accounts  receivable
          from Internet  gaming  revenues from clients was deemed to be doubtful
          and not assured.  In accordance with Staff  Accounting  Bulletin (SAB)
          No. 101, Revenue Recognition in Financial  Statements,  and SFAC No. 5
          Paragraph 84(g), the Company revised its revenue recognition policy on
          the basis of cash  received.  As a result of this change,  the Company
          also reevaluated its accounts  receivable and related reserve balances
          for its clients'  Internet gaming revenues and has valued them at $-0-
          as of December 31, 2001.  The effect of these  changes was to increase
          the net loss for 2001 by  $390,921,  equal  to  $(0.05)  per  weighted
          average common share outstanding for 2001.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

          Software License and Development
          --------------------------------
          In February 2000, the Company entered into a 41-month  Internet casino
          software license  agreement.  The monthly fee is based on a percentage
          (10% - 25%) of the net monthly  revenue or a minimum of  $25,000.  The
          agreement is automatically  and  indefinitely  renewed with additional
          one-year terms unless written notice of termination is given.

          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  $922,075 on the  contract  through  December  31,
          2001.

          Office Space
          ------------
          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.

          In March 2001, the Company entered into a 24-month sublease  agreement
          for 2,000 sq. ft. of office space in Vancouver,  British Columbia. The
          monthly lease payments are  approximately  $1,500 and began 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.

          In July 2001, the Company  entered into a 12-month full office program
          agreement in Las Vegas, NV for use of office space and equipment.  The
          monthly fee ranges from $1,370 to $1,700.



                                        23
<PAGE>

                  iCHANCE INTERNATIONAL, INC. AND SUBSIDIARIES
                           (Formerly Card-Smart Corp.)
                 Notes to the Consolidated Financial Statements
                       March 31, 2002 and December 31, 2001

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued)

          Consulting
          ----------
          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.

          In December 2001, the Company entered into a consulting  agreement for
          services in the areas of investment  banking,  finance,  acquisitions,
          public  vehicles,  technical and  securities  consulting,  and general
          business analysis. Fees for these services are deemed earned when paid
          and begin  accruing in January 2002 at a rate of $25,000 per month for
          the  initial  three  months and  thereafter  at a rate of $10,000  per
          month.  The charges  continue to accrue until either the Company funds
          are  available  to pay such fees and charges or the  Company's  common
          shares  receive  authorization  to trade  publicly,  whichever  occurs
          first.

          Litigation
          ----------
          On or about May 4, 2001, Starnet  Communications Canada, Inc., Starnet
          Systems   International,   Inc.,  and  Inphinity   Interactive,   Inc.
          (collectively,  "Starnet")  filed various actions in the Supreme Court
          of British  Columbia  against various  parties  including the Company.
          Starnet  alleges  that the  Company,  in concert  with other  parties,
          wrongfully  procured  and induced  various  employees  to breach their
          employment  contracts  with  Starnet.  Starnet  also  alleges that the
          Company is vicariously  liable for the breach of contract committed by
          various  former  employees  of Starnet.  And Starnet  alleges that the
          Company, along with other parties,  committed a copyright infringement
          of Starnet's gaming software.

          On May 28, 2001, an appearance was filed, on behalf of the Company, to
          the various actions alleged by Starnet.  On June 11, 2001, a statement
          of defense was filed on behalf of the  Company.  Some  documents  have
          also been exchanged between counsel,  however, there have not been any
          discoveries  and no trial date has been set.  The  Company  intends to
          vigorously defend the claims. 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.

NOTE 11 - STOCK OFFERING COSTS

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

                                      24

<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.


                                       25

<PAGE>




(b) Results of Operations
-------------------------

Revenues for the  three months  ended March 31, 2002 were $434,846.  The cost of
goods sold were $149,178 which resulted in a net  revenues of $285,668.  Cost of
goods sold represented approximately 34% of gross revenues.   The  same Quarter,
last year, the company was inactive, and did not produce any revenues nor  incur
any significant expenses.

Expenses for the Quarter ended March 31, 2001 were $496,876.   The bulk of these
expenses  represented continued software development costs of $283,528; salaries
and wages represented $89,897; selling, general and administrative expenses were
$57,576.  For the Quarter ended, March 31, 2002, the company loss $(218,729).


Market Information

The common stock of the Company  is not traded on  the NASDAQ 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.

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.


                                       26

<PAGE>


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.
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 Form10-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, potential fluctuations in quarterly
operating results and expenses, government regulation, 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

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 not aware of other litigation matters.


ITEM 2.   CHANGES IN SECURITIES

The Registrant entered into a Modification Agreement as of March 31, 2002,
to modify the Plan and Agreement of Reorganization with iChance, Inc. of
September 14, 2001 where the Registrant provided iChance, Inc. with
5,000,000 shares of its restricted common stock for its assets.  The
Modification Agreement provides iChance, Inc. with 2,000,000 shares of its
restricted stock rather than 5,000,000 shares of its restricted stock for
limited assets.  George Polyhronopoulos now owns slightly more than 50%
of the stock of Registrant.

The Registrant has acquired the following assets:  (1) one (1) copy of
the FutureBet casino gaming software (version  1.0) without right, title or
interest in the underlying source code for license, use and general
commercial exploitation  on an  exclusive basis, subject to the restrictions
set forth herein, solely to operators and licensors  within the fifty (50)
United States.  Rights to exclusivity shall be offered for a period  of three
(3) years and provided Buyer enters into software licensing agreements with
at least one (1) United States land-based gaming establishment during each
year throughout the three (3) year period; (2) all right, title and interest
in and to the "iChance" name and logo; and (3) two hundred fifty thousand
(250,000) restricted shares of the common stock of Software Ventures.  The
Registrant has reacquired 5,000,000 shares of its restricted common stock.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.


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

          None.





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ITEM 5.   OTHER INFORMATION

On March 31, 2002, Brian Hurley, Director of the Company, appointed George
Polyhronopoulos to replace him as Director and the sole Officer of the
Registrant.  On the same date, Brian Hurley resigned as a Director and Officer
of the Registrant.   There were no disagreements between Brian Hurley and the
Registrant.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)  EXHIBITS.

The following documents are included or incorporated by reference as Exhibits
to this report:

EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  -------------------------------------------------------------------

(3)      ARTICLES OF INCORPORATION AND BY-LAWS

  3.1    Articles of Incorporation of the Company Filed May 1, 1998(1)

  3.2    By-Laws of the Company adopted May 1, 1998(1)

(4)      INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

  4.1    Facsimile of specimen common stock certificate (1)

(13)     Annual or Quarterly Reports - Form 10-Q, incorporated herein by
         reference.

----------------------------------

(1)  Previously filed as an exhibit to the Company's registration statement
     on Form 10-SB12G (the "Registration Statement"), which was filed on
     April 4, 2000, and incorporated herein by reference.



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<PAGE>


(b) Reports on Form 8-K.


iChance filed a Current Report dated March 1, 2001, on Form 8-K containing
information pursuant to Item 4 ("Changes in Registrant's Certifying
Accountant").

iChance filed a Current Report dated September 14, 2002, on Form 8-K containing
information pursuant to Item 1 ("Changes in Control of Registrant") entitled,
"Change of officers;" Item 2 ("Acquisition or Disposition of Assets"); entitled
"Acquisition of assets of iChance;" Item 4 ("Changes in Registrant's Certifying
Accountant"), Item 5 ("Other Events"); Item 6 ("Resignations of Registrant's
Directors"); Item 7 ("Exhibits") entitled, "Plan and Agreement of
Reorganization by exchange by CARD-SMART CORP. of its voting stock for
substantially all the assets of ICHANCE, INC., dated September 14, 2001."
This Current Report was amended on November 23, 2001 on Form 8-K containing
information pursuant to Item 7 ("Exhibits") entitled "Audited Financial
Statements."

iChance filed a Current Report dated March 31, 2002, on Form 8-K containing
information pursuant to Item 1 ("Changes in Control of Registrant") entitled,
"Change of officers;" Item 2 ("Acquisition or Disposition of Assets"); Item 5
("Other Events"), entitled "Newly appointed director to fill vacancy"; and
Item 7 ("Exhibit"") entitled, "Modification Agreement."



                                       30


                                   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.
                                   ---------------------------
                                          Registrant


Date:  May 20, 2002                By:  /s/ George Polyhronopoulos
                                   -------------------------------
                                   George Polyhronopoulos
                                   Chief Financial Officer

                                    31

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