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

                                   FORM 10-QSB
                                 AMENDMENT NO. 1


(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


                      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:  11,360,000  shares  as of
March 31, 2002.



<PAGE>



              TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT


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

          Independent Auditors' Review Report                             2

          Balance Sheets as of March 31, 2002  (unaudited) and
          December 31, 2001                                              3-4

          Statements of Operations for the three months ended
          March 31, 2002 and 2001 and from inception of the development
          stage on March 31, 2002 through March 31, 2002 (unaudited)      5

          Statements of Stockholders' Equity (Deficit)                    6

          Statements of Cash Flows for the three months ended
          March 31, 2002 and 2001 and from inception of the development
          stage on March 31, 2002 through March 31, 2002 (unaudited)     7-8

          Notes to the Financial Statements                              9-11

Item 2.  Managements Discussion and Analysis or Plan of Operation         12


Part II.  Other Information
--------
Item 1.   Legal Proceedings                                               13

Item 2.   Changes in Securities                                           13

Item 3.   Defaults upon Senior Securities                                 13

Item 4.   Submission of Matters to a Vote of Security holders             13

Item 5.   Other Information                                               13

Item 6.   Exhibits and Reports on Form 8-K                                13

          SIGNATURES                                                      14





                                       1


<PAGE>
Part I.   Financial Information
Item 1.   Financial Statements

                       INDEPENDENT AUDITORS' REVIEW REPORT

To the Board of Directors
iChance International, Inc.
(A Development Stage Company)
Las Vegas, Nevada

We have reviewed the accompanying balance sheet of IChance  International,  Inc.
(a development  stage  company) as of March 31, 2002, the related  statements of
operations,  stockholders' equity (deficit), and cash flows for the three months
ended March 31, 2002 and 2001 and from  inception  of the  development  stage on
March 31, 2002  through  March 31,  2002.  These  financial  statements  are the
responsibility of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying  financial  statements referred to above for them to
be in conformity with  accounting  principles  generally  accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements and Note 2 to the financial statements for the years ended
December  31, 2001 and 2000 (not  presented  herein),  the Company has  suffered
losses that have resulted in an  accumulated  deficit of $1,858,512 at March 31,
2002. This raises substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in  Notes  2  and  2 to  the  respective  financial  statements.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted  in the  United  States  of  America,  the  balance  sheet  of  IChance
International,  Inc. (a development  stage company) as of December 31, 2001, and
the related statements of operations,  stockholders' equity (deficit),  and cash
flows for the years ended December 31, 2001 and 2000 (not presented herein); and
in our report dated April 8, 2002, we expressed an unqualified  opinion on those
financial  statements and included an explanatory  paragraph  concerning matters
that raise  substantial doubt about the Company's ability to continue as a going
concern. In our opinion,  the information set forth in the accompanying  balance
sheet as of December 31, 2001 is fairly  stated,  in all material  respects,  in
relation to the balance sheet from which it has been derived.


HJ & Associates, LLC
Salt Lake City, Utah
May 24, 2002
                                       2
<PAGE>




<TABLE>
<CAPTION>

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



                                     ASSETS

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

   Cash                                                $            -  $      65,084
   Accounts receivable                                              -      1,303,444
   Prepaid expenses                                                 -         34,122
                                                       --------------  -------------

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

PROPERTY AND EQUIPMENT, NET                                         -         20,992
                                                       --------------  -------------

OTHER ASSETS

   Software license                                                 -         17,500
   Investment in non-marketable security, net                     250              -
   Intangible assets                                            1,750         10,780
                                                       --------------  -------------

     Total Other Assets                                         2,000         28,280
                                                       --------------  -------------

     TOTAL ASSETS                                      $        2,000  $   1,451,922
                                                       ==============  =============
</TABLE>



See accompanying notes and accountants' review report.

                                       3

<PAGE>
<TABLE>
<CAPTION>
                           iCHANCE INTERNATIONAL, INC.
                          (A Development Stage Company)
                           Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

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

   Accounts payable                                    $            -  $     663,222
   Client payouts payable                                           -      1,364,429
   Related party payables                                           -        192,793
   Accrued expenses                                                 -         12,258
                                                       --------------  -------------

     Total Current Liabilities                                      -      2,232,702
                                                       --------------  -------------

LONG-TERM LIABILITIES

   Notes payable                                                    -         90,000
                                                       --------------  -------------

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

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

STOCKHOLDERS= EQUITY (DEFICIT)

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

     Total Stockholders= Equity (Deficit)                       2,000       (870,780)
                                                       --------------  -------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                 $        2,000  $   1,451,922
                                                       ==============  =============
</TABLE>

See accompanying notes and accountants' review report.

                                       4
<PAGE>

<TABLE>
<CAPTION>
                           iCHANCE INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)


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

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

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

LOSS FROM DISCONTINUED
 OPERATIONS (Note 3)                         (244,369)       (342,835)              -
                                       --------------  --------------  --------------

NET LOSS                               $     (244,369) $     (342,835) $            -
                                       ==============  ==============  ==============

BASIC LOSS PER COMMON SHARE

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

     Basic loss per share              $        (0.02) $        (0.04)
                                       ==============  ==============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                        14,360,000       9,360,000
                                       ==============  ==============
</TABLE>



See accompanying notes and accountants' review report.

                                       5
<PAGE>

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


                                                                                      Deficit         Deficit
                                                                                    Accumulated     Accumulated
                                            Common Stock            Additional     prior to the     during the
                                      -------------------------       Paid-in       Development      Development
                                      Shares           Amount         Capital          Stage            Stage
                                    -----------     -----------    -----------     ------------    -------------
<S>                                 <C>             <C>            <C>             <C>             <C>
Balance, December 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, December 31, 2001           14,360,000          14,360        729,003       (1,614,143)               -

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

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

Net loss for the three months
 ended March 31, 2002 (unaudited)             -               -              -         (244,369)               -
                                    -----------     -----------    -----------     ------------    -------------

Balance, March 31, 2002 (unaudited)  11,360,000     $    11,360    $ 1,849,152     $ (1,858,512)   $           -
                                    ===========     ===========    ===========     ============    =============
</TABLE>


See accompanying notes and accountants' review report.

                                       6
<PAGE>
<TABLE>
<CAPTION>
                           iCHANCE INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                 From
                                                                              Inception of
                                                                              Development
                                                           For the              Stage on
                                                     Three Months Ended         March 31,
                                                          March 31,          2002 Through
                                                 --------------------------     March 31,
                                                      2002          2001          2002
                                                 ------------  ------------  ------------
<S>                                              <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                      $   (244,369) $   (342,835) $          -
   Adjustments to reconcile net loss to net
    cash provided by operating activities:
     Depreciation and amortization                      4,581         4,805             -
   Changes in assets and liabilities:
     Decrease in accounts receivable                  419,251        80,510             -
     (Increase) in interest receivable                      -        (6,333)            -
     (Increase) decrease in other assets               25,674      (104,500)            -
     (Decrease) in accounts payable
      and accrued expenses                           (314,953)     (421,562)            -
     (Decrease) in deferred revenue                         -      (111,500)            -
                                                 ------------  ------------  ------------

       Net Cash (Used) by Operating Activities       (109,816)     (901,415)            -
                                                 ------------  ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Cash given up in modification agreement            (24,847)            -             -
   Purchase of fixed assets                            (3,421)            -             -
   Purchase of intangible assets                            -       (12,000)            -
                                                 ------------  ------------  ------------

       Net Cash (Used) by Investing Activities        (28,268)      (12,000)            -
                                                 ------------  ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Decrease in notes receivable - related party             -       300,000             -
   Proceeds from related party payable                 73,000             -             -
   Payments on related party payable                        -           100             -
   Deferred stock offering costs                            -       173,623             -
   Stock subscription deposit                               -      (141,693)           -
                                                 ------------  ------------  ------------

     Net Cash Provided by Financing Activities   $     73,000  $    332,030  $          -
                                                 ------------  ------------  ------------
NET DECREASE IN CASH                             $    (65,084) $   (581,385) $          -

CASH AT BEGINNING OF PERIOD                            65,084       852,994             -
                                                 ------------  ------------  ------------
CASH AT END OF PERIOD                            $          -  $    271,609  $          -
                                                 ============  ============  ============
</TABLE>
See accompanying notes and accountants' review report.
                                       7
<PAGE>
<TABLE>
<CAPTION>
                           iCHANCE INTERNATIONAL, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)
                                   (Unaudited)

                                                                                 From
                                                                              Inception of
                                                                              Development
                                                           For the              Stage on
                                                     Three Months Ended         March 31,
                                                          March 31,          2002 Through
                                                 --------------------------     March 31,
                                                      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>





















See accompanying notes and accountants' review report.

                                       8

<PAGE>


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



NOTE 1 -      CONDENSED FINANCIAL STATEMENTS

              The  accompanying  financial  statements have been prepared by the
              Company  without  audit.   In  the  opinion  of  management,   all
              adjustments  which  include  only  normal  recurring   adjustments
              necessary to present  fairly the  financial  position,  results of
              operations  and cash flows at March 31,  2002 and 2001 and for all
              periods presented have been made.

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

NOTE 2 -      GOING CONCERN

              The Company's  financial  statements are prepared using accounting
              principles  generally  accepted  in the  United  States of America
              applicable to a going concern that contemplates the realization of
              assets and  liquidation  of  liabilities  in the normal  course of
              business. The Company has incurred losses that have resulted in an
              accumulated  deficit of  $1,858,512 at March 31, 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.

                                       9
<PAGE>


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


NOTE 3 -      MODIFICATION AGREEMENT

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

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

                                       10

<PAGE>


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


NOTE 3 -      MODIFICATION AGREEMENT (Continued)

                                                       For the
                                                 Three Months Ended
                                                      March 31,
                                        ------------------------------------
                                              2002              2001
                                        -----------------  -----------------
                                           (Unaudited)      (Unaudited)

   REVENUES

     Clients receipts, net of payouts   $         275,668  $         620,672
                                        -----------------  -----------------

       Total Revenues                             275,668            620,672
                                        -----------------  -----------------

   EXPENSES

     Consulting                                     6,602                  -
     Depreciation and amortization                  4,581              4,805
     General and administrative                   132,638            315,002
     Salaries and wages                            82,984            155,285
     Software development costs                   283,000            334,975
     Travel and entertainment                      10,232            159,777
                                        -----------------  -----------------

       Total Expenses                             520,037            969,844
                                        -----------------  -----------------

   LOSS FROM OPERATIONS                          (244,369)          (349,172)
                                        -----------------  -----------------

   OTHER INCOME (EXPENSE)

     Interest income                                    -              6,337
     Interest expense                                   -                  -
                                        -----------------  -----------------

       Total Other Income (Expense)                     -              6,337
                                        -----------------  -----------------

   INCOME TAX EXPENSE                                   -                  -
                                        -----------------  -----------------

   LOSS FROM DISCONTINUED
    OPERATIONS                          $        (244,369) $        (342,835)
                                        =================  =================

                                       11
<PAGE>



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


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

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

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

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

Moving forward,  the company is now able to focus on licensing  software without
having  to  actually  develop  it . As  noted  in the  company's  2001  year end
Management   Discussion  and  Analysis,   the  Company  had  been   experiencing
significant  losses  and was in need of an  injection  of  external  capital  or
alternate  funding.  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  ensuring  continued
operations.


                                       12
<PAGE>


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.


                                     PART II

ITEM 1.   LEGAL PROCEEDINGS

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


ITEM 2.   CHANGES IN SECURITIES

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


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.


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

          None.


ITEM 5.   OTHER INFORMATION

     This filing is an Amendment to the Form 10-QSB filed May 20, 2002 which was
not reviewed as required by Rule 10-01(d) of Regulation  S-X by our  independent
public accountants, or outside counsel.


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)

     (b) Reports on Form 8-K.

     On May 10, 2002 the Registrant filed an information statement regarding the
resignation  of its  officers  and  director  and the  appointment  of  Georgios
Polyhhronopoulos  as Director and sole officer.  Further on March 31, 2002,  the
Registrant  reported a change in control of the  Registrant  and a  Modification
Agreement with iChance, Inc. regarding the acquisition of certain assets.

                                       13
<PAGE>




                                   SIGNATURES


     In accordance with the requirements of the Exchange Act, the Company caused
this  amended  report to be signed on its behalf by the  undersigned,  thereunto
duly authorized.


                                   ICHANCE INTERNATIONAL, INC.

Amendment No. 1
Date: May 29, 2002       By:   /s/ Georgios Polyhronopoulos
                                   ----------------------------
                                   Georgios Polyhronopoulos
                                   Chief Executive Officer




                                       14