# 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 September 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 November 19, 2002:  25,006,950 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 |     
|Item
      3. Controls and Procedures                                     |     
|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 nine months ended September 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)
|------------------------------------------------ | -------
|                                                 |        
|Balance Sheets                                   | 1      
|                                                 |        
|Statements of Operations                         | 2      
|                                                 |        
|Statements of Operations and Accumulated Deficit | 3      
|                                                 |        
|Statements of Cash Flows                         | 4      
|                                                 |        
|Notes to Financial Statements                    | 5-18   

---

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

BALANCE SHEETS
(Unaudited)

                                                  As of September 30,

                                             2002                      2001
ASSETS

CURRENT ASSETS
Cash                                        $ 299                       $ -
Prepaid expenses                                -                    25,000

TOTAL CURRENT ASSETS                          299                    25,000

PROPERTY AND EQUIPMENT                      7,750                    17,698

OTHER ASSETS                                    -                     4,355

TOTAL ASSETS                              $ 8,049                  $ 47,053

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES

CURRENT LIABILITIES
Checks drawn in excess of cash balance        $ -                   $ 2,439
Current portion notes payable -
related parties                             1,760                     1,760
Accounts payable and
accrued expenses                           71,036                    61,246

TOTAL CURRENT LIABILITIES                  72,796                    65,445

LONG-TERM DEBT - related parties,
net of current portion                    175,699                   137,048

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Common stock                                1,472                     1,472
Additional paid-in capital                317,428                   317,428
Accumulated deficit                      (559,346)                 (474,340)

TOTAL STOCKHOLDERS' DEFICIENCY           (240,446)                 (155,440)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                  $ 8,049                  $ 47,053


                                      1




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

STATEMENTS OF OPERATIONS
AND ACCUMULATED DEFICIT

(Unaudited)

                                                                                                    October 19,
                                                                                                       1999
                                                            For the nine months ended               (Inception)
                                                                                                      through
                                                            September 30,      September 30,        September 30,
                                                                2002               2001                2002

REVENUES                                                    $   1,157           $   2,387              11,790

OPERATING EXPENSES
Organization                                                       --                  --               5,554
General and administrative                                     59,014              62,159             447,187
Research and development                                        9,645               7,515              78,964
Marketing and promotional                                          --                 (50)             39,431

TOTAL OPERATING EXPENSES                                       68,659              69,624             571,136

LOSS BEFORE INCOME TAX BENEFIT                                (67,502)            (67,237)           (559,346)

INCOME TAX BENEFIT, net                                            --                  --                  --

NET LOSS                                                      (67,502)            (67,237)           (559,346)

ACCUMULATED DEFICIT - beginning                              (491,844)           (407,103)                 --

ACCUMULATED DEFICIT - ending                                $(559,346)          $(474,340)          $(559,346)


Loss per share of common stock - Basic and Diluted          $  (0.003)          $  (0.003)          $  (0.025)



                                      2





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

STATEMENTS OF OPERATIONS

(Unaudited)

                                                     For the three months ended

                                                     September 30,              September 30,
                                                          2002                      2001

REVENUES                                                 $ 135                   $ 1,484

OPERATING EXPENSES
Organization                                                 -                         -
General and administrative                              10,122                    18,472
Research and development                                     -                    (4,233)
Marketing and promotional                                    -                       (50)

TOTAL OPERATING EXPENSES                                10,122                    14,189
                                                                                       -
LOSS BEFORE INCOME TAX BENEFIT                          (9,987)                  (12,705)
                                                                                       -
INCOME TAX BENEFIT, net                                      -                         -
                                                                                       -
NET LOSS                                               $(9,987)                 $(12,705)






Loss per share of common stock - Basic and Diluted         $ -                   $(0.001)


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

STATEMENTS OF CASH FLOWS

INCREASE (DECREASE) IN CASH


                                      3

                                                                                                 October 19,
                                                                                                     1999
                                                          For the nine months ended               (Inception)
                                                                                                    through
                                                          September 30,       September 30,       September 30,
                                                             2002               2001                 2002
Cash Flows From Operating Activities
Net loss                                                  $ (67,502)          $ (67,237)          $(559,346)
Adjustments to reconcile net loss to net
cash used by operating activities
Depreciation                                                  6,632               9,949              35,307
Decrease (increase) in prepaid assets                        29,355               5,419               4,355
(Decrease) increase in accounts payable
and accrued expenses                                          9,461              (4,657)             70,142

Total adjustments                                            45,448              10,711             109,804

Net Cash Provided (Used) by Operating Activities            (22,054)            (56,526)           (449,542)

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                           --               2,439                   0
Proceeds from shareholder loans                                  --                  --               6,998
Net proceeds from notes payable -
related parties                                              29,278              65,375             161,045

Net Cash Provided (Used) by Financing Activities             29,278              67,814             471,043

NET INCREASE (DECREASE) IN CASH                               7,224              11,288                 299

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

CASH AT END OF PERIOD                                     $     299           $      --           $     299


                                      4`

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

# NOTES TO FINANCIAL STATEMENTS

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

NOTE A   -   SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Summarized 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
September 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.

-5-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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 September
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.

6

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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.

-7-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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 value 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.

-8-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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 September 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  September 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 may  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.

-9-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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
September 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) |   | (25,360)
|TOTAL                                        | $ | 7,751    | $ | 17,698  

-10-

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

# NOTES TO FINANCIAL STATEMENTS

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

NOTE D - NOTES PAYABLE -
RELATED PARTIES

At September 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 |   | 175,699 |   | 137,048
|      |                                                                                                                                |   |         |   |        
|      | TOTAL                                                                                                                          |   | 177,459 |   | 138,808
|      |                                                                                                                                |   |         |   |        
|Less: | Current portion                                                                                                                |   | (1,760) |   | (1,760)
|      | TOTAL                                                                                                                          | $ | 175,699 | $ | 137,048

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 September 30 |      | Inception
|------------ | -------------------------- | ---- | ---------
|             |                            | 2002 |          
|Affiliate    | $                          | -    | $        
|Stockholders | $                          | -    | $        
|TOTAL        | $                          | -    | $        

-11-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------
|                                                                                                                                                                                          | September 30, 2002 | September 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.

-12-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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 September 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.

-13-

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

# NOTES TO FINANCIAL STATEMENTS

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

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

-14-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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:

-15-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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 September 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 September 30, 2002 and the rent expense was approximately
$6,200 for the quarter ended September 30, 2001, respectively and approximately
$71,300 for the period of inception through September 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.

-16-

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

# NOTES TO FINANCIAL STATEMENTS

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

NOTE G - COMMITMENTS - Continued

As of September 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 statements 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:

|September 30, 2001 | September 30, 2002 | October 19, 1999
(Inception) through
September 30, 2002
|------------------ | ------------------ | -------------------------------------------------------
|21,317,711         | 24,281,950         | 22,217,347                                             

-17-

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

# NOTES TO FINANCIAL STATEMENTS

September 30, 2002 and 2001
And
For the nine months then ended and
for the period October 19, 1999 (Date of Inception) through September 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 September 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 September 30, 2002 the
Company had a net operating loss carryforward of approximately $559,000.
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 September 30 are approximately as follows:

|                                             | 2002 | 2001     
|-------------------------------------------- | ---- | ---------
|Net operating loss carryforward              | $    | 210,482  
|Valuation allowance for deferred tax assets. |      | (210,482)
|Net deferred tax assets                      | $    | -        

-18-

---

## 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 our financial statements
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. Our
actual results may differ significantly from the results,
expectations and plans discussed in these forward-looking statements. During the
past fourteen months, we have spent considerable time and capital
resources defining and developing our strategic plan for delivering and
operating our real-time interactive e-commerce technology.

We continue
managing the marketing launch of our services from our office in Miami where we
currently manages the administration and coordination for all our other
activities. Such responsibilities include the administration of our Interactive
Online Services and related products to business websites as well as
technical support, daily bookkeeping and scheduling of employee
responsibilities. Our primary service ClickiChat/Support is
automatically available to our potential customers via Online. Upon receiving an
online order we take 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.

We launched our
service on July 1, 2001. We intend to continue attracting new marketing
partners to continue increasing the brand name of our services and continue
increasing our customer base. In addition, we intend to continue our
ongoing marketing campaign for the following 12 months. Currently, we
spend approximately $15,000 per month. In order to fund us, our
officers and directors will continue making capital contributions
to us for the next 6 (six) months. We expect to start
generating revenues as soon as October 2002 and estimate that we will have close
to or over 1,000 paying customers by October 31, 2002. At the minimum income per
customer of $29.95, we should be generating sufficient funds to cover
our current monthly expenses. We anticipate that we will continue
adding new services to our 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. We intend 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 we host
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.

We do not
foresee purchasing any major equipment or changes on the number of employees for
the next 6 months. We feel that once we reach approximately 10,000
customers, new positions will be available in the areas of customer service,
marketing and business development.

We anticipate
that we will raise additional funding once it reaches 10,000 customers within
the next twelve (12) months.

## Development Stage Revenues

Our
operations have been devoted primarily to designing our business and marketing
plans and building an infrastructure. Our ability to achieve our
business objectives is contingent upon our success in raising additional capital
until adequate revenues are realized from operations.

## Development Stage Expenses

Development stage expenses
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, we, from time to time, experienced
cash flow shortages that have slowed our growth.

Through September 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 $176,000, respectively.

We have primarily
financed our activities from sales of our capital stock and from
loans from our 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.

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

## Item 3.     
Controls and Procedures

|(a) | Evaluation of disclosure controls and procedures.
|--- | -------------------------------------------------

| | Our Principal Executive Officer and Principal Financial Officer (collectively the "Certifying Officers")
maintain a system of disclosure controls and procedures that is designed to provide
reasonable assurance that information, which is required to be disclosed, is accumulated
and communicated to management timely. Under the supervision and with the participation
of management, the Certifying Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under
the Exchange Act) within 90 days prior to the filing date of this report.  Based upon that
evaluation, the Certifying Officers concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relative to our company required
to be disclosed in our periodic filings with the SEC.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Changes in internal controls.
|--- | -----------------------------

| | Our Certifying Officers have indicated that there were no significant changes in our
internal controls or other factors that could significantly affect such controls
subsequent to the date of their evaluation, and there were no such control
actions with regard to significant deficiencies and material weaknesses.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## 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:  November 19, 2002 | By:  
/s/  Antonio Treminio
Antonio TreminioPresident, Principal Executive Officer,
Principal Financial Officer and Director
|                         |                                                                                                                             

---

# CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Antonio Treminio certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB of Startcall.com, Inc.
|-- | ---------------------------------------------------------------------------

|2. | Based on my knowledge, the quarterly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in the quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, if any,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this quarterly report our conclusions about effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weakness in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | I have indicated in the
quarterly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     November 19, 2002

|/s/  Antonio Treminio
Antonio Treminio
Principal Executive Officer
Principal Financial Officer
|----------------------------------------------------------------------------------------------