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

# FORM 10-QSB

| | [ X ] | QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----- | ---------------------------------------------------------------------------------------

For
the quarterly period ended June 30, 2002

| | [     ] | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ------- | ----------------------------------------------------------------------------------------

For the transition period from

Commission File No. 000-32429

STARTCALL.COM, INC.(Exact name of small business issuer as specified in its charter)

|Florida                         | 65-0955118         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

719 5th Street Miami Beach, FL 33139
(Address of Principal Executive Offices)

(305) 579-9008
(Issuer's telephone number)

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that the
issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X]   No [  ]

State the number of shares outstanding
of each of the issuer's classes of common equity, as of August 27, 2002:  24,281,950 shares of
common stock outstanding, $0.000666 par value.

STARTCALL.COM, INC.
FINANCIAL STATEMENTSINDEX

|                                                                          | Page
|------------------------------------------------------------------------- | ----
|Part
      I-- FINANCIAL INFORMATION                                      |     
|Item
      1. Financial Statements                                        |     
|Item
      2. Management's Discussion and Analysis of Financial Condition |     
|Part
      II-- OTHER INFORMATION                                         |     
|Item
      1. Legal Proceedings                                           |     
|Item
      2. Changes in Securities                                       |     
|Item
      3. Defaults Upon Senior Securities                             |     
|Item
      4. Submission of Matters to a Vote of Security Holders         |     
|Item
      5. Other Information                                           |     
|Item
      6. Exhibits and Reports on Form 8-K                            |     
|Signature                                                                 |     
|                                                                          |     

Item 1.     Financial
Information

## BASIS OF PRESENTATION

The accompanying unaudited
financial statements are presented in accordance with generally accepted
accounting principles for interim financial information and the instructions to
Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

The accompanying statements
should be read in conjunction with the audited financial statements for the year
ended December 31, 2001. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered necessary in order to
make the financial statements not misleading, have been included. Operating
results for the six months ended June 30, 2002 are not necessarily indicative
of results that may be expected for the year ending December 31, 2002. The
financial statements are presented on the accrual basis.

STARTCALL.COM, INC.

TABLE OF CONTENTS

|                                                 | Page(s)
|------------------------------------------------ | -------
|REPORT OF INDEPENDENT ACCOUNTANTS                | F-1    
|                                                 |        
|Balance sheets                                   | F-2    
|                                                 |        
|Statements of Operations                         | F-3    
|                                                 |        
|Statements of Operations and Accumulated Deficit | F-4    
|                                                 |        
|Statements of cash flows                         | F-5    
|                                                 |        
|Notes to financial statements                    | F-6    

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
Startcall.com, Inc.
Miami, FL

We have reviewed the
accompanying balance sheets of Startcall.com, Inc. (A Development Stage
Enterprise) (the Company) as of June 30, 2002 and June 30, 2001, and
the related statements of operations and accumulated deficit, and cash flows for
the six month periods then ended and for the period October 19, 1999 (Date of
Inception) through June 30, 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 generally
accepted auditing standards, 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 for them to be in conformity with generally
accepted accounting principles.

The accompanying financial
statements have been prepared assuming the Company will continue as a going
concern. As discussed in Note A to the financial statements, the Company is a
development stage enterprise that has not commenced its planned principal
operations and is reporting accumulated losses since Inception that total
approximately $549,000. Accordingly, the Companys ability to continue as a
going concern is dependent on its ability to, among other things, obtain
additional debt and equity financing, identify customers and secure vendors and
suppliers, and establish an infrastructure for its planned operation.
Managements plans in regard to these matters are also described in Note A.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

August 20, 2002

F-1

---

`STARTCALL.COM, INC.
(A Development Stage Enterprise)

BALANCE SHEETS
(Unaudited)

                                                                     As of June 30,
                                                            2002                      2001
ASSETS

CURRENT ASSETS
Cash                                                         $ -                       $ -
Prepaid expenses                                               -                    25,000

TOTAL CURRENT ASSETS                                           -                    25,000

PROPERTY AND EQUIPMENT                                     7,751                    21,015

OTHER ASSETS                                                   -                     4,355

TOTAL ASSETS                                             $ 7,751                  $ 50,370

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES

CURRENT LIABILITIES
Checks drawn in excess of cash balance                   $     6                  $ 29,173
Current portion notes payable -
related parties                                            1,760                     1,760
Accounts payable and

accrued expenses                                          67,634                    45,238

TOTAL CURRENT LIABILITIES                                 69,400                    76,171

LONG-TERM DEBT - related parties,
net of current portion                                   168,810                   116,935

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Common stock                                               1,472                     1,472
Additional paid-in capital                               317,428                   317,428
Accumulated deficit                                     (549,359)                 (461,636)

TOTAL STOCKHOLDERS' DEFICIENCY                          (230,459)                 (142,736)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                                 $ 7,751                  $ 50,370



                                      F-2





STARTCALL.COM, INC.
(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

(Unaudited)



                                                                       For the three months ended
                                                                  June 30,                   June 30,
                                                                    2002                       2001



REVENUES                                                             $ 511                      $ 528

OPERATING EXPENSES
Organization                                                             -                          -
General and administrative                                           7,545                     24,559
Research and development                                             9,645                      4,350
Marketing and promotional                                                -                          -

TOTAL OPERATING EXPENSES                                            17,190                     28,909

LOSS BEFORE INCOME TAX BENEFIT                                     (16,679)                   (28,381)

INCOME TAX BENEFIT, net                                                  -                          -

NET LOSS                                                          $(16,679)                  $(28,381)



Loss per share of common stock - Basic and Diluted                     $ -                        $ -


                                      F-3





STARTCALL.COM, INC.
(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS
AND ACCUMULATED DEFICIT

(Unaudited)

                                                                                                   October 19, 1999
                                                                                                      (Inception)
                                                             For the six months ended                  through
                                                      June 30,                   June 30,              June 30,
                                                        2002                       2001                  2002



REVENUES                                             $ 1,022                      $ 903                  11,655

OPERATING EXPENSES
Organization                                               -                          -                   5,554
General and administrative                            48,892                     43,687                 437,065
Research and development                               9,645                     11,748                  78,964
Marketing and promotional                                  -                          -                  39,431

TOTAL OPERATING EXPENSES                              58,537                     55,435                 561,014

LOSS BEFORE INCOME TAX BENEFIT                       (57,515)                   (54,532)               (549,359)

INCOME TAX BENEFIT, net                                    -                          -                       -

NET LOSS                                             (57,515)                   (54,532)               (549,359)

ACCUMULATED DEFICIT - beginning                     (491,844)                   (35,138)                      -

ACCUMULATED DEFICIT - ending                        (549,359)                  $(89,670)              $(549,359)


Loss per share of common stock - Basic and Diluted   $ (0.04)                   $ (0.04)                $ (0.37)


                                      F-4




STARTCALL.COM, INC.
(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

INCREASE (DECREASE) IN CASH

                                                                                                      October 19, 1999
                                                                                                         (Inception)
                                                            For the six months ended                       through
                                                     June 30,                    June 30,                  June 30,
                                                         2002                       2001                     2002
Cash Flows From Operating Activities

Net loss                                             $(57,515)                  $(54,533)                  $(549,359)
Adjustments to reconcile net loss to net
cash used by operating activities
Depreciation                                            6,632                      6,632                      35,307
Decrease (increase) in prepaid assets                       -                      5,419                     (25,000)
(Decrease) increase in accounts payable
and accrued expenses                                    6,059                    (20,665)                     66,740

Total adjustments                                      12,691                     (8,614)                     77,047

Net Cash Provided (Used) by Operating Activities      (44,824)                   (63,147)                   (472,312)

Cash Flows From Investing Activities

Security deposits paid                                      -                          -                      (4,355)
Advances to shareholder                                     -                          -                      (4,327)
Purchases of fixed assets                                   -                          -                     (12,520)

Net Cash Provided (Used) by Investing Activities            -                          -                     (21,202)

Cash Flows From Financing Activities

Issuance of common stock                                    -                          -                     303,000
Checks drawn in excess of cash balance                      6                          -                           6
Proceeds from shareholder loans                             -                          -                       6,998
Net proceeds from notes payable -
related parties                                        51,737                     45,262                     183,504

Net Cash Provided (Used) by Financing Activities       51,743                     45,262                     493,508

NET INCREASE (DECREASE) IN CASH                         6,919                    (17,885)                         (6)

CASH AT BEGINNING OF PERIOD                            (6,925)                   (11,288)                          -

CASH AT END OF PERIOD                                    $ (6)                  $(29,173)                       $ (6)


                                      F-5`

---

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE A   -   SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIESSummarized below are the significant accounting
policies of STARTCALL.COM, INC.

The Company:    STARTCALL.COM, INC. (the
Company), incorporated in the State of Florida effective October 19,
1999 (Date of Inception), established its corporate offices in Miami, Florida.

On June 7, 2000, the Company filed an amendment to the Articles of Incorporation
effecting a name change to STARTCALL.COM, INC., and changed its capital
structure as disclosed in Note G to these financial statements.

Because the Company meets the criteria of a development stage enterprise, as discussed more
fully below, these financial statements are presented in accordance with
Statements of Financial Accounting Standards (SFAS) Number 7,
Accounting and Reporting by Development Stage Enterprises.

Nature  of the Business:   The Company
plans on operating as an Application Service Provider, or ASP, and offering real-time
interaction technology as an outsource service. Management is in the process of
establishing a viable solution to real-time access to commerce business over the
Internet. The Company plans to offer these businesses the opportunity to improve
their online customer care service capabilities by placing an internet voice box
and a Text Chat button with a URL push feature on the websites of some of these
potential domestic and international business customers. These tools should not
only provide the visitors and customers of a particular website live help at the
crucial point of purchase, but they should also facilitate other types of needed
assistance.

Development Stage Enterprise:   The
Company is currently devoting substantially all of its efforts to establishing a
new business and its planned principle operations have not commenced as of June
30, 2002. In their efforts to establish a new business, management is commencing
with design of its business and marketing plans that include the following:
preparation of a financial plan, cash forecast and operating budget; identifying
markets to raise additional equity capital and debt financing; embarking on
research and development activities; performing employment searches, recruiting
and hiring technicians and management and industry specialists; acquiring
operational and technological assets; and, developing market and distribution
strategies. General and administrative expenses include professional fees,
internet service charges, and other related operating expenses. Marketing and
promotional expenses include costs incurred in connection with raising capital
and promoting the Company.

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE A   -   SUMMARY OF
SIGNIFICANT  ACCOUNTING POLICIES   -   Continued

Research and Development Costs:   
Generally accepted accounting principles state that costs
that provide no discernible future benefits, or allocating costs on the basis of
association with revenues or among several accounting periods that serve no
useful purpose, should be charged to expense in the period occurred. Since the
Company is in its development stage, SFAS No. 2 Accounting for Research
and Development Costs requires that certain costs be charged to current
operations including, but not limited to: salaries and benefits; contract labor;
consulting and professional fees; depreciation; repairs and maintenance on
operational assets used in the production of prototypes; testing and modifying
product and service capabilities and design; and, other similar costs.

Basis of Presentation:   In
accordance  with SFAS No.7, the Company's policy regarding the
preparation of these financial statements includes the presenting, in addition
to its statements of operations, changes in stockholders (deficiency)
equity and cash flows, the cumulative amounts of revenues and expenses,
stockholder equity transactions and cash flows since Inception through June 30,
2002.The Companys independent accountants are including a going
concern paragraph in their review report accompanying these financial
statements that cautions the users of the Companys financial statements
that these statements do not include any adjustments that might result from the
outcome of this uncertainty because the Company is a development stage
enterprise that has not commenced its planned principal operations. Furthermore,
the going concern paragraph states that the Companys ability
to continue is also dependent on its ability to, among other things, obtain
additional debt and equity financing, identify customers, secure vendors and
suppliers, and establish an infrastructure for its operations.Even though the
Company has not commenced planned principal operations or generated revenues
from prospective customers nor has it secured the funding necessary to meet its
current working capital needs, management believes that, despite the extent of
the financial requirements and funding uncertainties going forward, it has under
development a business plan that, if successfully funded and executed as an
integral part of a financial structuring, the Company can overcome the concerns
of the independent accountants within the next twelve months.

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE A   -   SUMMARY
OF SIGNIFICANT  ACCOUNTING  POLICIES   -    Continued

Management  continues to actively seek various sources and methods of
short and long-term financing and support; however, there can be no assurances
that some or all of the necessary financing can be obtained. Management
continues to explore alternatives that include seeking strategic investors,
lenders and/or technology partners and pursuing other transactions that, if
consummated, might ultimately result in the dilution of the interest of the
current stockholders.Because of the nature and extent of the uncertainties, many
of which are outside the control of the Company, there can be no assurances that
the Company will be able to ultimately consummate planned principal operations
or secure the necessary financing.

The accompanying unaudited
interim financial statements reflect all adjustments, which in the opinion of
management, are necessary for a fair presentation of the results of operations
for the periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for the full fiscal year or for
any future period. These financial statements should be read in conjunction with
the financial statements and related notes included in the Companys annual
report on Form 10-KSB for the year ended, December 31, 2001.

Start-up Costs:    Cost
incurred in connection with commencing  operations,  including general and  administrative  expenses,  are charged
to  operations  in the  period  incurred.

Revenue  Recognition:   The
Company  recognizes  revenues  upon the  delivery  of a product or service. Installation,
maintenance and service fees paid in advance by customers are initially recorded
as deferred revenues and subsequently amortized over the life of their
respective contract periods.

Property  and Equipment:   Property
and equipment are stated at cost. Depreciation and amortization are provided in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives. When
applicable, leasehold improvements and capital leases are amortized over the
lives of respective leases, or the service lives of the improvements, whichever
is less.The straight-line method of depreciation is used for financial reporting
purposes.

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE A  -   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES   -   Continued

The estimated useful lives,
of property and equipment, are as follows:

|                                             | YEARS
|-------------------------------------------- | -----
|Computer equipment, peripherals
and software | 2-3  
|Office equipment                             | 3-5  
|Furniture and fixtures                       | 5-7  

Expenditures  for renewals and improvements  that
significantly extend the useful life of an asset are capitalized. The costs of software used in the
business operations are capitalized and amortized over their expected useful
lives. Expenditures for maintenance and repairs are charged to operations when
incurred. When assets are sold or retired, the cost of the asset and the related
accumulated depreciation are removed from the accounts and any gain or loss is
recognized at such time.

Earnings  Per Common Share:   In
calculating  earnings per common share,  basic earnings per share is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding, excluding the diluted effects of stock options.

Use of Estimates:   In
preparing  financial  statements in conformity  with  generally  accepted
accounting principles, management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenditures during the reported periods. Actual results could differ materially
from those estimates. Estimates may include, but not be limited to, those
pertaining to the estimated useful lives of property and equipment and software,
determining the estimated net realizable value of receivables, and the
realization of deferred tax assets.

Stock-Based  Compensation:   The
Company will account for stock-based
compensation using the intrinsic vale method prescribed in Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees.
Compensation costs for stock options, if any, are measured as the excess of the
quoted market price of the Companys stock at the date of grant over the
amount the employee must pay to acquire the stock. Restricted stock is recorded
as compensation costs over the requisite vesting periods based on the market
value on the date of grant. Compensation costs for shares issued under
performance share plans are recorded based upon the current market value of the
Companys stock at the end of each period.

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE A   -   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES   -   Continued

Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation, established accounting and disclosure
requirements using a fair-value-based method of accounting for stock-based
employee compensation plans. The Company is electing to use APB Opinion No. 25
as its method of accounting and is adopting the disclosure requirements of SFAS
No. 123.The fair value of each option grant is to be estimated on the date of
grant using the Black-Scholes option pricing model and certain weighted-average
assumptions. As of June 30, 2002 no options have been granted.

Risks and
Uncertainties:    Management regularly evaluates risks and uncertainties and,
when probable that a loss or expense will be incurred, a charge to current
period operations is recorded.

Even though the Company does not have sufficient
assets and liquidity, the Companys management has elected to self-insure
the Company against losses, if any, that might be otherwise insurable if the
Company maintained business insurance including; business interruption;
property, wind and flood; general and automobile liability; errors and
omissions; and, officers and directors coverage. From inception through June 30,
2002, management is not aware of any event, transaction or matter that requires
disclosure and/or adjustment to these financial statements with respect to
uninsured losses, except as many otherwise be disclosed in these footnotes.
However, because of the current financial condition of the Company, should any
uninsured claim or loss occur, the ability of the Company to continue might be
adversely effected.

Additionally, the Company has agreed, as set forth in its
By-Laws, to indemnify to the fullest extent permitted or authorized by current
or future legislation, judicial or administrative decision, all past and present
employees, agents, directors, officers and representatives against any fine,
liability, cost or expense asserted against them or incurred by them in the
above capacities.

Because of the rapid evolution of the industry in which the
Company operates, its ability to operate may be adversely effected by future
changes in Federal and state regulations.

Income Taxes:    On March 29, 1999,
the stockholders holding a majority of the shares of the Companys issued
and outstanding shares voted to terminate its S-election with the Internal
Revenue Service, with an effective date retroactive to October 19, 1999.

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE A   -   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES   -   Continued

The Company recognizes
deferred tax assets and liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the enacted tax rates
and laws that are expected to be recovered. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

NOTE B   -  OFFERING MEMORANDUM

The Company filed a Form
U-7 SCOR Offering Memorandum, on July 26, 2000, under Regulation D promulgated
under the Securities Act of 1933, as amended. However, this share offering was
not registered under the 1933 Act, or the securities laws of any state. The
Offering was made available for sale in Nevada and, in order to meet the
conditions for exemption from the registration requirements under the securities
laws of certain jurisdictions, accredited investors who are residents of such
jurisdiction will be required to meet certain suitability requirements.

The Company planned on offering a maximum of 706,750 shares of the Companys
$.000666 par value common stock at an offering price of $.40 per share. However,
the actual amount of shares sold was 707,500. The issuance of these shares has a
dilutive effect on the book value per share of the Companys common stock.
The total amount of gross proceeds realized on the Offering totaled $283,000.

This Offering was made on an all-or-none basis utilizing
subscription agreements containing the applicable terms, conditions and
requirements; there are no underwriters; and, the Company was required to
maintain on deposit with an escrow agent the proceeds from the Offering equaling
twenty-five (25%) percent of the total gross proceeds until all of the
securities under this Offering are sold.

NOTE C   -   PROPERTY AND EQUIPMENT

At June
30, property and equipment consists of the following:

|                                             |   | 2002     |   | 2001    
|-------------------------------------------- | - | -------- | - | --------
|Computer equipment, peripherals
and software | $ | 34,896   | $ | 34,896  
|Office equipment                             |   | 8,162    |   | 8,162   
|Less: accumulated depreciation               |   | (35,307) |   | (22,043)
|TOTAL                                        | $ | 7,751    | $ | 21,015  

NOTE D  NOTES PAYABLE
 RELATED PARTIESAt June 30, notes payable to related parties consists of
the following:

|      |                                                                                                                                |   | 2002    |   | 2001   
|----- | ------------------------------------------------------------------------------------------------------------------------------ | - | ------- | - | -------
|10%   | Unsecured loans payable to shareholder
Due on demand                                                                           | $ | 1,760   | $ | 1,760  
|8%    | Unsecured notes payable to shareholders
Interest begins accruing on June 1, 2001
Principal and interest due on August 30, 2002 |   | 168,810 |   | 116,935
|      |                                                                                                                                |   |         |   |        
|      | TOTAL                                                                                                                          |   | 170,570 |   | 117,795
|      |                                                                                                                                |   |         |   |        
|Less: | Current portion                                                                                                                |   | (1,760) |   | (1,760)
|      | TOTAL                                                                                                                          | $ | 168,810 | $ | 116,935

NOTE E  -   TRANSACTIONS
WITH AFFILIATE AND STOCKHOLDER

In connection with the
start-up of the Company, certain general and administrative, marketing and
promotion costs, and research and development costs, charged to operations, were
paid on behalf of the Company, as summarized below:

|             | Periods ended June 30 |      | Inceptionthrough
|------------ | --------------------- | ---- | ----------------
|             |                       | 2002 |                 
|Affiliate    | $                     | -    | $               
|Stockholders | $                     | -    | $               
|TOTAL        | $                     | -    | $               

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE E  -  TRANSACTIONS
WITH AFFILIATE AND STOCKHOLDER   -   Continued

In addition, summarized
below is the non-cash investing and financing activities with related parties:

|                                                                                                                                                                                          | Periods Ended | Inception through
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | -----------------
|                                                                                                                                                                                          | June 30, 2002 | June 30, 2001    
|Affiliate:
        Funds advanced for the purchase
        of property and equipment.                                                                                                     | $             | -                
|Stockholders:
        Stockholders issued promissory
        notes in connection with their
        direct payment to vendors for the
        purchase of property and
        equipment. | $             | -                
|Stockholders issued common
        stock in connection with their
        direct payment to vendors for
        the purchase of property and
        equipment.                           |               | -                
|TOTAL STOCKHOLDERS                                                                                                                                                                        |               | -                
|TOTAL
AFFILIATE AND            STOCKHOLDERS                                                                                                                                               | $             | -                

The Affiliate is owned 100%
by a majority stockholder of the Company.

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE F   -   STOCKHOLDERS' EQUITY

The Articles of
Incorporation, initially filed with the State of Florida, authorize only one
class of stock: 1000 shares of one ($1.00) dollar par value common stock. The
holders of these shares of common stock do not have cumulative voting rights.
Shares are not issued until paid for in full.

On June 7, 2000, the Board
of Directors approved an amendment to the Articles of Incorporation, authorizing
the Company to issue up to 50,000,000 shares of $.000666 par value common stock.
On June 29, 2000, the 1000 previously issued and outstanding shares of the $1.00
par value common stock were tendered by each shareholder and cancelled. In
exchange for the tendered shares, on July 1, 2001 the Company issued 1,499,950
shares of its $.000666 par value stock that resulted in a dilution of the
Companys book value per share.

As more fully disclosed in
Note B to these financial statements, the Offering Memorandum provides for the
sale of an additional 707,500 shares of the Companys $.000666 par value
common stock at a price of $.40 per share.

In February, 2002, the
Board of Directors approved an 11-1 forward split of the Companys
outstanding stock. The per share computation described in Note I, reflects this
split.

NOTE G   -   COMMITMENTS

Summarized below are
certain contracts and agreements executed by the Company from October 19, 1999
(Inception) through June 30, 2002.

License and Distribution
Agreement and the End-User License Agreement: On October 19, 1999, the
Company (Licensee), entered into a License and Distribution
Agreement and an End-User License Agreement, herein collectively referred to as
the License Agreement with an unrelated third party
(Licensor). The Licensor grants the Licensee a perpetual,
nonexclusive, non-transferable license to use certain software solely for the
Licensees business purpose, without further re-selling or distribution,
except the Licensee may duplicate and distribute the software to end-user
customers. The Licensee may also use the Licensors trade names and
trademarks. The media containing the software is subject to a 90-day warranty,
but the Licensor does not warrant its software.The fee structure
associated with this agreement is disclosed in the Distribution Partner
Agreement described below.

NOTE G   -   COMMITMENTS  
 -   Continued

Distribution Partner
Agreement: On June 14, 2000, the Company executed a Distribution Partnership
Agreement (the Distribution Agreement) with the unrelated third
party Licensor. The Distribution Agreement provides that the Company distribute
to its customers, the Licensors web-to-phone Internet telephony and
multimedia services.

The Company, at its
expense, is responsible for providing the first level of technical support to
its customers relating to the use of the Licensors software and services,
subject to the terms of the Licensors standard support agreement and, the
License and Distribution Agreement and the End-User License Agreement, disclosed
in the preceding paragraph of these financial statements. The Licensor has
agreed to provide the second level of technical support to the Companys
customers, subject to the terms of its standard support agreement.

The Distribution Agreement
sets forth a combination of one or more of the following fee structures: (a)
Session Pricing--Connection costs per customer session subject to
various volume levels; (b) Minimum Volume Commitments--Twelve (12)
non-refundable minimum monthly payments by the Company of one thousand
($1,000.00) dollars to be applied to the first one thousand of monthly charges
with no carryover if the minimum is not met. The entire amount of twelve
thousand ($12,000) dollars is payable in advance upon execution of the
Distribution Agreement; (c) Programming Fees--The Company is subject to a fifty
($50) dollar one-time start-up fee per customer. The Distribution
Agreements are for a one (1) year term and are subject to automatic one-year
renewals unless terminated by either party with thirty (30) days written notice
prior to the expiration of the then-effective term. The $12,000 fee was paid in
June 2001. At June 30, 2002 this fee is included in general and administrative
expense.

The Distribution Agreements
may also be terminated by either party with seven (7) days prior written notice
in the event of an occurrence of certain defined events, including a material
breach of the terms and conditions therein.

Dealer/Promoter
Agreements: During 2000, the Company executed various non-exclusive
agreements whereby these independent contractors agree to use their best efforts
to cause end-users to purchase the Companys services. During the terms of
these Agreements, the Company has agreed to pay the Dealer/Promoters a
commission in accordance with the established schedules, as more fully described
in each of the duly executed original service agreements. These Agreements
expire under various criteria

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE G   -   COMMITMENTS
  -   Continued

ranging from the earlier of Nine (9) to twelve (12) months, or the sale of two (2000) to
five (5,000) thousand accounts of ClickIChat and/or ClickICall services. The Agreements are renewable
under certain conditions and may be cancelled by either party with thirty (30)
days advance written notice.

The Agreements, among other
things, set forth certain performance, compensation and charge-back provisions
as follows:

| | CLICKICHAT
SERVICE: (a) Performance Standards- - The Dealer/Promoters must sell Chat
Licenses at a minimum standard price per month based on sessions, plus the
installations fees, and at the defined minimum sales levels for the number of
new subscribers and billing revenues; (b) Compensation- - The Dealer/Promoters
will be paid commissions ranging between fifteen (15%) and twenty (20%) percent
of the total sales they generate and an additional thirty-three and one-third
(33 1/3%) percent of the installation fees when the sales are deemed
qualified under the terms of these Agreements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | CLICKICALL
SERVICE: (a) Compensation --The Dealer/Promoters will be paid commissions
ranging between fifteen (15%) and twenty (20%) percent of the total sales they
generate and an additional thirty-three and one-third (33 1/3%) percent of the
installation fees when the sales are deemed qualified under the
terms of these Agreements. (b) Duration--The compensation schedules are, in
effect, the earlier that a certain number of accounts are sold or the expiration
of the stated contract periods, at which time the parties agree to renegotiate
the various fee provisions. The Company may charge-back the Dealer/Promoters for
uncollectible accounts of customers, but only to the extent of the amount of
subsequent fees earned by the Dealer/Promoters.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

One agreement requires the
Company to maintain a prepaid commission balance of $25,000, included in prepaid
assets, to offset against the dealers share of revenues. The Company is
required to pay an additional deposit upon the sooner of acquiring 1000
customers or reaching a zero balance. As of June 30, 2002, the deposit of
$25,000 was forfeited.

Employment
Agreements: Effective July 1, 2000, the Company extended three-year
employment agreements to two of its officers, who are also stockholders of the
Company. These agreements, among other things, contain certain provisions
relating to:

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE G   -  
COMMITMENTS   -   Continued

nondisclosure and
development; protecting licensed materials; non-compete and non-solicitation
restrictions. The annual compensation for one officer totals $120,000, $180,000
and $195,000 and the other totals $85,000, $140,000 and $195,000 for each of the
twelve (12) month periods ending June 30, 2003, 2004 and 2005, respectively, or
upon the Company commencing operations, whichever is sooner.

Lease Agreement: The
Company conducts its operations from facilities that are leased under a two-year
lease agreement which expired on September 14, 2002. The option to renew was not
exercised. Under the lease agreement the Company was subject to additional
charges related to their proportionate share of operating expenses as well as
maintaining minimum levels of insurance coverage. There are no future minimum
lease payments. The security deposit of $4,355 was used as payment for the last
two months of the lease.

There was no rent expense
for the quarter ended June 30, 2002 and the rent expense was approximately
$6,300 for the quarter ended June 30, 2001, respectively and approximately
$71,300 for the period of inception through June 30, 2002.

Stock Compensation
Plans: On December 29, 1999, the Board of Directors approved the adopting of
three stock option plans that will provide for the granting of stock options to
officers and key employees. The objectives of these plans include attracting and
retaining the quality personnel, providing for additional performance
incentives, and promoting the success of the Company by providing employees the
opportunity to acquire the common stock of the Company. In connection with these
plans, the Company is authorized to grant options up to 714,285 shares. Options
to be granted under these plans will be at prices, which are either equal to or
above the market value of the stock on the date of grant, vest over two-,
three-and four-year periods, and expire ten years after the grant dates.

The Company will account
for stock-based compensation using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, under which no compensation cost for stock options is
recognized for stock option awards granted at or above fair market value. If the
compensation expense for the Companys three stock-based plans are
determined based upon fair values at the grant dates for awards under these
plans in accordance with SFAS No. 123, Accounting for Stock-Based
Compensation, the Companys net earnings and with earnings per share
will be reduced to pro forma amounts to be disclosed in the financial statements
for the applicable periods.

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE G   -   COMMITMENTS
   -   Continued

As of June 30, 2002, the
Company has not granted any stock options or rights.

NOTE H  -   CONTINGENCIES

Going Concern: As
discussed previously in Note A to these financial statements, uncertainties
exist with respect to the Companys ability to continue as a going concern.

Lack of Insurance:
As previously discussed in these financial statements, the Company does not
maintain any insurance coverage and the Company therefore, is in violation of
certain agreements. Upon receipt of the net proceeds, if any, from the Offering
Memorandum discussed in Note B to these financial statements, management intends
to secure the necessary insurance coverage. No estimates have been made as to
the amounts that may be required should an unexpected loss occur and,
accordingly, no accruals have been made in these financial statement for
self-insurance reserves that might be necessary.

NOTE I  -   EARNINGS
(LOSS) PER SHARE OF COMMON STOCK

Statement of Financial
Accounting Standards No 128, Earnings Per Share, requires two
presentations of earnings (loss) per share  basic and
diluted. Basic earnings per share is computed by dividing income
available to common stockholders (the numerator) by the weighted-average number
of common shares (the denominator) for the period. The computation of diluted
earnings (loss) per share is similar to basic earning per share, except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potentially dilutive common shares had been
issued. The numerator in calculating both basic and diluted earnings (loss) per
share for each period is the reported net income (loss). The denominator is
based on the following weighted-average number of common shares outstanding for
each of the respective periods:

|June 30, 2001 | June 30, 2002 | October 19, 1999
(Inception) through
June 30, 2002
|------------- | ------------- | --------------------------------------------------
|20,935,209    | 24,281,950    | 22,068,839                                        

# STARTCALL.COM, INC.
(A Development Stage Enterprise)

# NOTES TO FINANCIAL STATEMENTS

June 30, 2002 and 2001
And
For the six months then ended and
for the period October 19, 1999 (Date of Inception) through June 30, 2002
(Unaudited)

NOTE I  -   EARNINGS
(LOSS) PER SHARE OF COMMON STOCK- Continued

A difference between basic
and diluted weighted-average common shares arises from the assumption that
dilutive stock options outstanding, if any, are exercised. Stock options and
warrants are not included in the diluted earnings (loss) per share calculation
when the exercise price is greater than the average market price. The Company
does not have any stock options outstanding as of June 30, 2002.

NOTE J   -   INCOME TAXES

As previously discussed,
the stockholders elected to terminate, retroactively to October 19, 1999, the
S-Corporation income tax filing status for the Company. The stockholders have
filed with the Internal Revenue Service, a letter of request for retroactive
termination, accompanied by the Statement of Consent to Revocation of Election
signed by the stockholders. The Company is confident that the IRS will grant the
Companys request to be a C corporation and, accordingly, these financial
statements are prepared under the SFAS No. 109, Accounting for Income
Taxes.

The Company did not provide
any current or deferred US federal or state income tax provision or benefit for
any of the periods presented because it has experienced operating losses since
inception. The Company has provided a full valuation allowance on the deferred
tax asset, consisting primarily of a net operating loss, because of the
uncertainty regarding its realizability.

At June 30, 2002 the
Company had a net operating loss carryforward of approximately $549,000.
Utilization of these net operating losses, which begin to expire in year 2019,
may be subject to certain limitations under section 382 of the Internal Revenue
Code of 1986, as amended, and other limitations under state tax laws.

Deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components of the
Companys deferred tax assets at June 30 are approximately as follows:

|                                             | 2002 | 2001     
|-------------------------------------------- | ---- | ---------
|Net operating loss carryforward              | $    | 206,724  
|Valuation allowance for deferred tax assets. |      | (206,724)
|Net deferred tax assets                      | $    | -        

---

## Item 2.     Management's
Discussion and Analysis of Financial Conditions and Results
of Operations

The following discussion
and analysis should be read in conjunction with the financial statements of the
Company and the accompanying notes appearing subsequently under the caption
Financial Statements. The following discussion and analysis contains
forward-looking statements, which involve risks and uncertainties. The
Companys actual results may differ significantly from the results,
expectations and plans discussed in these forward-looking statements. During the
past fourteen months, the Company has spent considerable time and capital
resources defining and developing its strategic plan for delivering and
operating its real-time interactive e-commerce technology.

The Company continues
managing the marketing launch of its services from its office in Miami where it
currently manages the administration and coordination for all its other
activities. Such responsibilities include the administration of its Interactive
Online Services and related products to business websites as well as
technical support, daily bookkeeping and scheduling of employee
responsibilities. The Companys primary service ClickiChat/Support is
automatically available to its potential customers via Online. Upon receiving an
online order it takes approximately 60 to 120 seconds to process such order and
send back to the new register user an account number, login name and password
with all instructions in order to set-up their new Interactive Online Solution
ClickiChat/Support account. Please visit our sign up page at:
www.liveinternethelp.com/signup.htm.

The Company launched its
service July 1st 2001. The Company intends to continue attracting new marketing
partners to continue increasing the brand name of its services and continue
increasing its customer base. In addition, the Company intends to continue its
ongoing marketing campaign for the following 12 months. Currently, the Company
spends approximately $15,000 per month. In order to fund the Company, the
officers and directors of the Company will continue making capital contributions
to the Company for the next 6 (six) months. Startcall expects to start
generating revenues as soon as October 2002 and estimates that it will have close
to or over 1,000 paying customers by October 31, 2002. At the minimum income per
customer of $29.95, the Company should be generating sufficient funds to cover
its current monthly expenses. The Company anticipates that it will continue
adding new services to its service menu with any potential new services related
to its market area.

There are currently over
8,000 ISP and web-hosting companies in the United States. The regional nature of
their business usually creates a fixed customer base and margin sensitive
business. StartCall intends to capitalize on these conditions by offering the
ISP a simple, effective way to:

| | 1) | Add an additional revenue stream that is nearly risk free and
extremely high margin;           
| | -- | -----------------------------------------------------------------------------------------------
| | 2) | Offer a set of services that allows them to differentiate themselves
from the competition; and 
| | 3) | Promote themselves as a business that cares about consumer privacy and control
on the Internet.

Because StartCall hosts
ClickiChat/Support, ISPs will have no internal knowledge transfer or set-up
costs. They simply sign-up as a partner, up-sell to their clients, and start
receiving royalty checks.

Another rapidly growing
segment of the e-CRM market is web-based customer interaction (WCI).
The WCI market is built upon the premise that relationships, by their very
nature, require a two-way communication. WCI focuses on translating the
traditional web based experience of a human interacting with a computer into a
human interacting with a human over an electronic medium. WCI software sales are
expected to reach $1.8 billion by 2004.

The Company does not
foresee purchasing any major equipment or changes on the number of employees for
the next 6 months. The Company feels that once it reaches approximately 10,000
customers, new positions will be available in the areas of customer service,
marketing and business development.

The Company anticipates
that it will raise additional funding once it reaches 10,000 customers within
the next twelve (12) months.

## Development Stage Revenues

The Companys
operations have been devoted primarily to designing its business and marketing
plans and building an infrastructure. The ability of the Company to achieve its
business objectives is contingent upon its success in raising additional capital
until adequate revenues are realized from operations.

## Development Stage Expenses

Development stage expenses
during the fourteen-month period primarily consisted of accounting, legal,
consulting and office expenses which are necessitated by operating in a public
environment. Ongoing increases to development stage expenses are anticipated
during the year 2002.

## Liquidity and Capital Resources

Despite capital
contributions and related party loans, the Company from time to time experienced
cash flow shortages that have slowed the Companys growth.

## Through June 30,2002,
the consequences of those cash flow shortages has
been an increase of accrued expenses and stockholder loans bringing those
amounts to approximately $68,000 and $169,000, respectively.

The Company has primarily
financed its activities from sales of capital stock of the Company and from
loans from its shareholders. A significant portion of the funds raised from the
sale of capital stock has been used to cover working capital needs such as
office expenses and various consulting and professional fees.

The Company continues to
experience cash flow shortages, and anticipates this continuing through the
foreseeable future. Management believes that additional funding will be
necessary in order for it to continue as a going concern. The Company is
investigating several forms of private debt and equity financing, although there
can be no assurances that the Company will be successful in procuring such
financing or that it will be available on terms acceptable to the Company.

---

## PART II - OTHER INFORMATION

|Item 1. | Legal Proceedings.                                      | Not Applicable
|------- | ------------------------------------------------------- | --------------
|        |                                                         |               
|Item 2. | Changes in Securities.                                  | None          
|        |                                                         |               
|Item 3. | Defaults Upon Senior Securities.                        | Not Applicable
|        |                                                         |               
|Item 4. | Submission of Matters
to a Vote of Security Holders.    | None          
|        |                                                         |               
|Item 5. | Other Information.                                      | None          
|        |                                                         |               
|Item 6. | Exhibits and Reports of Form 8-K.                       | None          
|        |                                                         |               
|        | (a)   
Exhibits required by Item 601 of Regulation S-B. | None          
|        |                                                         |               
|        | (b)   
Reports of Form 8-K.                             | None          
|        |                                                         |               

## SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized.

|                       | STARTCALL.COM, INC.                                                
|---------------------- | -------------------------------------------------------------------
|                       |                                                                    
|Date:  August 27, 2002 | By:  
/s/   Antonio Treminio
Antonio TreminioPresident and Director
|                       |