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

                                    Form 10-QSB

(Mark One)

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

     For the quarterly period ended September 30, 2002
--------------------------------------------------------------------------
[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------
                     Commission File Number: 000-30213
--------------------------------------------------------------------------
                           iCHANCE INTERNATIONAL INC.
        -----------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                          Yes [X]     No [ ]

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

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

                                         Yes [ ]     No [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

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


<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................    3
          Balance Sheets (unaudited)...........................   3-4
          Statements of Operations (unaudited).................    5
          Statements of Stockholders' Equity (unaudited).......    6
          Statements of Cash Flows (unaudited).................   7-8
          Notes to Financial Statements........................   9-12

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   13

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   18

Item 2.   Changes in Securities and Use of Proceeds............   18

Item 3.   Defaults upon Senior Securities......................   18

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................   18

Item 5.   Other Information.....................................  18

Item 6.   Exhibits and Reports on Form 8-K......................  18

Signatures......................................................  19

                                      2

<PAGE>


PART I. FINANCIAL INFORMATION


                          iCHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                                BALANCE SHEETS

<TABLE>
<CAPTION>

BALANCE SHEETS

                                    ASSETS
                                    ------

                                                    September 30,December 31,
                                                        2002         2001
                                                    ------------ ------------
                                                     (Unaudited)
<S>                                                 <C>          <C>
CURRENT ASSETS

  Cash                                              $         96 $     65,084
  Accounts receivable                                          -    1,303,444
  Prepaid expenses                                             -       34,122
                                                    ------------ ------------
    Total Current Assets                                      96    1,402,650
                                                    ------------ ------------
PROPERTY AND EQUIPMENT, NET                                    -       20,992
                                                    ------------ ------------

OTHER ASSETS

  Software license                                             -       17,500
  Investment in non-marketable security, net                 250            -
  Intangible assets, net                                   1,458       10,780
                                                    ------------ ------------
   Total Other Assets                                      1,708       28,280
                                                    ------------ ------------

   TOTAL ASSETS                                     $      1,804 $  1,451,922
                                                    ============ ============


</TABLE>

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

                                       3

<PAGE>


                          iCHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                          BALANCE SHEETS (Continued)

<TABLE>
<CAPTION>

BALANCE SHEETS (Continued)


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ----------------------------------------------

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

  Accounts payable                                  $      1,585 $    663,222
  Client payouts payable                                       -    1,364,429
  Related party payables                                   1,220      192,793
  Accrued expenses                                             -       12,258
                                                    ------------ ------------
   Total Current Liabilities                               2,805    2,232,702
                                                    ------------ ------------

LONG-TERM LIABILITIES

  Notes payable                                                -       90,000
                                                    ------------ ------------
   Total Long-Term Liabilities                                 -       90,000
                                                    ------------ ------------

   Total Liabilities                                           -    2,322,702
                                                    ------------ ------------


STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock: 25,000,000 shares authorized of
   $0.001 par value, 11,360,000 and 14,360,000
   shares issued and outstanding, respectively            11,360       14,360
  Additional paid-in capital                           1,849,152      729,003
  Deficit accumulated prior to the development stage  (1,858,512)  (1,614,143)
  Deficit accumulated during the development stage        (3,001)           -
                                                    ------------ ------------
   Total Stockholders' Equity (Deficit)                   (1,001)    (870,780)
                                                    ------------ ------------

   TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                $      1,804 $  1,451,922
                                                    ============ ============

</TABLE>


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

                                       4
<PAGE>



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

<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS (Unaudited)


                                                                   From
                                                               Inception of
                                                                Development
                                                                 Stage on
                            For the              For the         March 31,
                       Three Month Ended    Nine Months Ended      2002
                          September 30,       September 30,       Through
                       ------------------  -------------------  September 30,
                         2002      2001      2002       2001        2002
                       --------- --------  --------- ---------  -------------
<S>                    <C>       <C>       <C>       <C>        <C>

REVENUES               $       - $      -  $       - $       -  $           -
                       --------- --------  --------- ---------  -------------

EXPENSES
  Depreciation and
    amortization             292        -        292         -            292
  General and
    administrative         2,709        -      2,709         -          2,709
                       --------- --------  --------- ---------  -------------
   Total Expenses          3,001        -      3,001         -          3,001
                       --------- --------  --------- ---------  -------------

LOSS FROM CONTINUING
 OPERATIONS              (3,001)        -     (3,001)        -         (3,001)
                       --------- --------  --------- ---------  --------------

INCOME (LOSS) FROM
 DISCONTINUED OPERATIONS
 (Note 4)                      -  (329,760) (244,369) (207,918)             -
                       --------- --------  --------- ---------  -------------
NET INCOME (LOSS)      $ (3,001) $(329,760)$(247,370)$(207,918) $      (3,001)
                       ========= ========= ========= =========  ==============


BASIC LOSS PER COMMON
 SHARE

  Loss from continuing
   operations          $  (0.00) $ (0.00)  $  (0.00) $  (0.00)
  Loss from discontinued
   operations             (0.00)   (0.07)     (0.02)    (0.04)
                       --------- --------  --------- ---------

  Basic loss per share $  (0.00) $ (0.07)  $  (0.02) $  (0.04)
                       ========= ========  ========= =========
WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING          11,360,000 4,999,856 12,349,011 5,539,180
                      ========== ========= ========== =========
</TABLE>

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

                                       5
<PAGE>



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

<TABLE>
<CAPTION>

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


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

Common stock issued
  for cash                  28,172      28    630,391             -           -
Commissions paid on stock
 offerings                       -       -   (378,251)            -           -
Additional capital contributed   -       -     38,385             -           -
Recapitalization         9,360,000   9,360    (14,200)            -           -
Net loss for the year ended
 December 31, 2001               -       -          -    (2,203,664)          -
                         --------- -------   --------   -----------  ----------
Balance, Dec 31, 2001   14,360,000  14,360    729,003    (1,614,143)          -

Common stock cancelled
 per modification agreement
 with Software Ventures
 (See Note 4)(unaudited)(5,000,000) (5,000) 1,120,149             -           -

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

Net loss for the nine months
 ended September 30, 2002
 (unaudited)                     -       -          -      (244,369)     (3,001)
                         --------- -------   --------   -----------  ----------

Balance, September 30, 2002
 (unaudited)            11,360,000 $11,360 $1,849,152   $(1,858,512)  $  (3,001)
                        ========== ======= ==========   ============  ==========

</TABLE>

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

                                       6

<PAGE>
                          iCHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                           Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>

STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                      From
                                                                  Inception of
                                                                   Development
                                                                    Stage on
                                                 For the            March 31,
                                            Nine Months Ended     2002 Through
                                              September 30,       September 30,
                                           2002         2001          2002
                                       ------------ ------------- ------------
<S>                                    <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                             $   (247,370)$    (207,918)$     (3,001)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
   Depreciation and amortization              4,873        94,203          292
   Bad debt expense                               -       913,650            -
  Changes in assets and liabilities:
   (Increase) decrease in accounts
      receivable                            419,251    (1,174,581)           -
   Decrease in interest receivable                -        31,907            -
   (Increase) decrease in other assets       25,674       (14,502)           -
   Increase (decrease) in accounts payable
       and accrued expenses                (313,368)     (218,919)       1,585
   (Decrease) in deferred revenue                 -      (111,500)           -
                                       ------------ ------------- ------------

     Net Cash Used by Operating
        Activities                         (110,940)     (687,660)      (1,124)
                                       ------------ ------------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Cash given up in modification agreement   (24,847)            -            -
  Purchase of fixed assets                   (3,421)      (10,873)           -
  Purchase of intangible assets                   -      (752,500)           -
                                       ------------ ------------- ------------

     Net Cash Used by Investing
        Activities                          (28,268)     (763,373)           -
                                       ------------ ------------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Decrease in notes receivable - related party    -       450,000            -
  Proceeds from notes payable                     -        90,000            -
  Proceeds from related party payable        74,220        18,693        1,220
  Common stock issued for cash                    -       630,419            -
  Commission 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 by Financing
     Activities                              74,220       733,640        1,220
                                       ------------ ------------- ------------

NET INCREASE (DECREASE) IN CASH             (64,988)     (717,393)          96

CASH AT BEGINNING OF PERIOD                  65,084       852,994            -
                                       ------------ ------------- ------------
CASH AT END OF PERIOD                  $         96 $     135,601 $         96
                                       ============ ============= ============

</TABLE>

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

                                       7

<PAGE>




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

<TABLE>
<CAPTION>

STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

                                                                      From
                                                                  Inception of
                                                                   Development
                                                                    Stage on
                                                 For the            March 31,
                                            Nine Months Ended     2002 Through
                                              September 30,       September 30,
                                           2002         2001          2002
                                       ------------ ------------- ------------
<S>                                    <C>          <C>           <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION

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

SUPPLEMENTAL DISCLOSURE OF
 NON-CASH INVESTING AND FINANCING
 ACTIVITIES

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

</TABLE>

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

                                       8

<PAGE>


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

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

         The  accompanying  unaudited  condensed financial statements have been
         prepared by the Company pursuant  to  the rules and regulations of the
         Securities  Exchange  Commission.  Certain  information  and  footnote
         disclosures normally included  in  financial  statements  prepares  in
         accordance with accounting principles generally accepted in the United
         States  of  America  have been condensed or omitted in accordance with
         such rules and regulations.   The information furnished in the interim
         condensed financial statements  include  normal  recurring adjustments
         and reflects all adjustments, which, in the opinion of management, are
         necessary  for  a  fair  presentation  of  such financial  statements.
         Although management believes the disclosures and information presented
         are adequate to make the information not misleading,  it  is suggested
         that   these   interim  condensed  financial  statements  be  read  in
         conjunction  with   the   Company's   most  recent  audited  financial
         statements and notes thereto included in  its December 31, 2001 Annual
         Report  on  Form 10-KSB.  Operating results for  the  three  and  nine
         months ended  September 30, 2002 are not necessarily indicative of the
         results that may be expected for the year ending December 31, 2002.

NOTE 2 - GOING CONCERN

         The  Company's financial  statements  are  prepared  using  accounting
         principles   generally  accepted  in  the  United  States  of  America
         applicable to  a  going  concern  that contemplates the realization of
         assets  and  liquidation  of  liabilities  in  the  normal  course  of
         business.  The Company has incurred  losses  that  have resulted in an
         accumulated deficit of $1,861,513 at September 30, 2002  which  raises
         substantial  doubt  about the Company's ability to continue as a going
         concern.  The accompanying  financial  statements  do  not include any
         adjustments  relating  to  the  recoverability and classifications  of
         asset carrying amounts or the amount and classification of liabilities
         that  might  result  from the outcome  of  this  uncertainty.   It  is
         management's plans to  offer technology licensing and managed services
         to  the smaller land-based  casinos  in  the  State  of  Nevada.   The
         websites  will initially be on a not-for-wager basis and will form the
         nucleus of  the  interactive gaming sites once gaming issues have been
         worked out between  the  United  States  government  and  the State of
         Nevada.  The activities of the Company shall be funded by the majority
         shareholder  until  such  time  as  the  Company  completes  a Private
         Placement Memorandum to accredited investors.  However, there  can  be
         no assurance that the Company will be successful in its plans.

NOTE 3 - RELATED PARTY TRANSACTIONS

         During  July  and  August  2002,  the President loaned the Company the
         amount of $1,220 to pay the Company's  expenses  for the quarter.  The
         loan is payable on demand, is unsecured, and interest  will be imputed
         at  10%  per annum.  Also during the three months ended September  30,
         2002, the  Company paid the President of the Company a total of $1,090
         in management fees.


                                       9

<PAGE>
                          iCHANCE INTERNATIONAL, INC.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                   September 30, 2002 and December 31, 2001



NOTE 4 - MODIFICATION AGREEMENT

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

         Also effective March 31, 2002, the Company's  President,  who was also
         the  Director,  Secretary, and Treasurer, resigned his positions  with
         the Company.  The Company has appointed a new president, who will also
         act  as Director,  Secretary,  and  Treasurer.   The  newly  appointed
         president is the same individual that was the majority shareholder and
         officer  of  the  Company prior to the Reorganization on September 14,
         2001.  The Company  has  accounted  for  the  operations  returned  to
         Ventures  as  discontinued.   At  March  31, 2002, the Company and its
         subsidiaries had net liabilities in excess  of  assets  of $1,115,150.
         At  the  time  of  the Agreement, Ventures and the Company were  under
         common control and the  previously  issued  5,000,000 shares of common
         stock that were cancelled as part of the Agreement  have  been  valued
         based on the net liabilities in excess of assets of $1,115,150.   This
         amount has been credited against additional paid-in capital because of
         the  common  control that existed.  The following is a summary of loss
         from discontinued  operations  resulting  from  the  Agreement between
         Ventures and the Company for the three and nine months ended September
         30,  2002 and 2001.  The financial statements have been  retroactively
         restated  to  reflect  this  event.   As  a result of the discontinued
         operations, the Company is considered a development  stage  company as
         defined by SFAS No. 7.


                                       10

<PAGE>

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

NOTE 4 -MODIFICATION AGREEMENT (Continued)


                                            For the              For the
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       2002       2001       2002       2001
                                     ---------  ---------  ---------  ----------
                                    (Unaudited)(Unaudited)(Unaudited)(Unaudited)
        REVENUES                     $       -  $ 630,620  $ 275,668  $2,267,859

        EXPENSES

         Client payouts, net of receipts     -    384,288          -           -
         Bad debt                            -    221,220          -     913,650
         Consulting                          -          -      6,602           -
         Depreciation and amortization       -     38,803      4,581      94,203
         General and administrative          -    235,511    132,638   1,000,911
         Salaries and wages                  -     86,143     82,984     484,261
         Software development costs          -          -    283,000           -
         Travel and entertainment            -          -     10,232           -
                                     ---------  ---------  ---------  ----------
           Total Expenses                    -    965,965    520,037   2,493,025
                                     ---------  ---------  ---------  ----------
        LOSS FROM OPERATIONS                 -   (335,345)  (244,369)  (225,166)
                                     ---------  ---------  ---------  ----------

        OTHER INCOME (EXPENSE)

         Interest income                     -      7,600          -      19,263
         Interest expense                    -     (2,015)         -     (2,015)
                                     ---------  ---------  ---------  ----------
           Total Other Income (Expense)      -      5,585          -      17,248
                                     ---------  ---------  ---------  ----------
        INCOME TAX EXPENSE                   -          -          -           -
                                     ---------  ---------  ---------  ----------

        INCOME (LOSS) FROM
         DISCONTINUED OPERATIONS     $       -  $(329,760) $(244,369) $(207,918)
                                     =========  =========  =========  ==========

                                        11

<PAGE>




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

NOTE 5 - SUBSEQUENT EVENTS

         Subsequent   to  September  30,  2002,  the  Company  entered  into  a
         promissory note  with  RLG  Alliance  Group,  SA,  (RLG)  a Costa Rica
         corporation,  in  the  amount of $25,000.  The promissory note  states
         that the note is payable  on or before the six month anniversary date.
         On the same date as the note,  RLG  and  the  Company  entered  into a
         conversion agreement for the promissory note at 500,000 shares of  its
         common  stock  valued  at  $0.05 per share.  The agreement also states
         that if the Company's transaction with an unrelated third party is not
         consummated, then either the  Company  or  RLG  will have the right to
         rescind  the  agreement  and  have  their  respective  stock  or  cash
         returned.



                                      12
<PAGE>



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

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

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

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

As the online gaming industry continues to evolve, it has become somewhat clear
that there will be two primary types of gaming operators emerging over the next
several years.  The first is that of the land based gaming entity looking to
further establish their brand on the Internet.  To ensure compliance with their
land-based gaming license, these operators have been quite deliberate in their
efforts to commence online and, simultaneously, remain within the limits of
their land-based license. The second group of operators is one that
represents the vast majority of those currently online. These operators, for
the most part, have no ties to land based entities and operate under less
confining regulations.  While it is these operators that are currently the
most profitable, in the long term the institutions within the initial group
will likely climb to greater profit margins through the leveraging of their
land-based brand.

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

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


                                       13
<PAGE>

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

During the Third Quarter ended September 30, 2002, the Company generated
no revenues, this compares to no revenues for the same period last year.
For the Third Quarter the Company incurred a net loss of $3,001 versus a net
loss of $329,760 for the same period last year.  For the nine month period
ending September 30, 2002, the Company incurred a net loss $247,370 versus a
net loss of $207,918 for the same period last year.  The net loss for the same
period last year includes losses from discontinued operations.  At March 31,
2002, the Company and its subsidiaries had net liabilities in excess of assets
of $1,115,150.  At the time of the Agreement, Software Ventures, Inc. and the
Company were under common control and the previously issued 5,000,000 shares
of common stock that were cancelled as part of the Agreement have been valued
based on the net liabilities in excess of assets of $1,115,150. (See Financial
Footnote 4.)  Since the Company has become a fully reporting company, it has
incurred general and administrative expenses of $2,709 this calendar year to
pay for the required accounting and legal fees to maintain its fully reporting
status.

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

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

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

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

                                    14

<PAGE>



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

At September 30, 2002, the Company had $96 cash in its account.  It is
currently solely dependent on its president.  During July and August 2002, the
President loaned the Company the amount of $1,220 to pay the Company's expenses
for the quarter.  The loan is payable on demand, is unsecured, and interest will
be imputed at 10% per annum.  Also during the three months ended September 30,
2002, the Company paid the President of the Company a total of $1,090 in
management fees.  The Company has no financial resources available, which has
had an adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business.  Without realization of
additional capital, it would be unlikely for the Company to continue as a going
concern.  In order for the Company to remain a Going Concern it will need to
find additional capital.  Additional working capital may be sought through
additional debt or equity private placements, additional notes payable to banks
or related parties (officers, directors or stockholders), or from other
available funding sources at market rates of interest, or a combination of
these.  The ability to raise necessary financing will depend on many factors,
including the nature and prospects of any business to be acquired and the
economic and market conditions prevailing at the time financing is sought.  No
assurances can be given that any necessary financing can be obtained on terms
favorable to the Company, or at all.

Subsequent to September 30, 2002, the Company entered into a promissory note
with RLG Alliance Group, SA, ("RLG") a Costa Rica corporation, in the amount of
$25,000.  The promissory note states that the note is payable on or before the
six month anniversary date.  On the same date as the note, RLG and the Company
entered into a conversion agreement for the promissory note at 500,000 shares of
its common stock valued at $0.05 per share.  The agreement also states that if
the Company's transaction with an unrelated third party is not consummated, then
either the Company or RLG will have the right to rescind the agreement and have
their respective stock or cash returned.  (See Financial Footnote 5.)

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




                                      15
<PAGE>




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

On September 6, 2002, the Company's common stock was cleared for trading
on the OTC Bulletin Board system, under the trading symbol: ICIE.  Since
the Company was approved for trading, no shares have been traded as a very
limited market exists for the trading of the Company's common stock.

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

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


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

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


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

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

                                     16
<PAGE>




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

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

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


                                    17
<PAGE>



                                     PART II

ITEM 1.   LEGAL PROCEEDINGS

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


ITEM 2.   CHANGES IN SECURITIES

The March 31, 2002 Modification Agreement between iChance International, Inc.,
and Software Ventures, Inc., amends the Reorganization to change it to an Asset
Purchase Agreement and substantially all assets and liabilities of the Company
and its subsidiaries have been returned to Ventures, and Ventures has returned
the 5,000,000 shares of the Company's common stock that has been subsequently
cancelled.  The Agreement provides Ventures with 2,000,000 shares of the
Company's common stock and the Company has received one copy of Venture's
FutureBet casino gaming software and 250,000 shares of Venture's common stock.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

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

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

     (b) Reports on Form 8-K.

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


                                       18
<PAGE>


                                   SIGNATURES


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



                                   iCHANCE INTERNATIONAL, INC.

Date: November 4, 2002             By:  /s/ Georgios Polyhronopoulos
                                   ---------------------------------
                                           Georgios Polyhronopoulos
                                           Chief Executive Officer




                                       19

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