SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                      For the year ended December 31, 2001

                         Commission File Number  0-25416

                              Call Solutions, Inc.
             -------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


           CALIFORNIA                                33-0563989
    -----------------------                ----------------------------------
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                      555 Whitehall, Atlanta, Georgia  30381
               -----------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                                 (404) 222-0760
                               ------------------
              (Registrant's telephone number, including area code)


         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock - .001 Par Value
                          -----------------------------
                                (Title of Class)


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

          Yes   X            No
               ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10 KSB
or  any  amendment  to  this  Form  10-KSB.

          Yes  X               No
              ---

The  issuer's  had  losses of  $(3,736,141)for the year ended December 31, 2001.

The  approximate  aggregate  market  value  of  the  voting  stock  held  by
non-affiliates  of  the registrant as of December 31, 2001, based on the average
of  the  closing  bid  and  asked prices of one share of the Common Stock of the
Company,  as  reported  on  December  31,  2001  was  $720,000.


                                                                               2
<PAGE>
                                     PART  1

ITEM  1     DESCRIPTION  OF  BUSINESS

Business  Development
---------------------

The  Company was incorporated in California on August 15, 1983 using the name of
Tahoe  Lake Concessions, Inc.  The Company remained dormant until 1993.  On June
21,  1993, the Company's shareholders approved a name change to BAOA, Inc.  From
1993  through 1997, BAOA was engaged in the development, marketing, and sales of
an educational and entertainment board game, the marketing of an affinity credit
card,  the  licensing of a trademark logo, "Black Americans of Achievement," and
the  development  of  a television game show.  On October 4, 2000, the Company's
shareholders  approved  a  name  change  to Call-Solutions, Inc.  On January 20,
2001,  the  name  change  was  officially filed with the California Secretary of
State.

There  have  been  no  bankruptcy,  receivership  or  similar  proceedings.

There  have  been  no  material  reclassifications,  mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

Business  of  the  Issuer
-------------------------

Call-Solutions'  mission  is  to  open  call  centers  throughout  the  world in
locations  which  have  business  atmospheres  that  are  encouraging  to  labor
intensive  business operations.  The Company's goal is to be the first choice of
corporate  business  customers who wish to outsource their company's teleservice
needs.    The  company  will  design  its call centers to be multi-media contact
centers  to  facilitate  computer  telephony integration technology enabling all
Internet,  cable  and  telephony  commerce.

The  Company  also  desires  to  become  a  world leader in "direct-to-consumer"
distribution  of  goods  and  services  by  using  its  call  center  operation.


Competition
-----------

While  the  size  and  financial  strength  of  the  Company's  competitors  are
substantially greater than those of the Company, management believes the Company
will  be  able  to  compete  effectively  because  it will incur lower costs and
expenses  due  to significantly lower labor costs. The Company believes that the
affordable  labor  rate  will  significantly  increase its profitability on call
center  projects.  This  factor  will  also  allow  the  company  to  train  its
teleservice  representatives  for new sales and marketing campaigns at extremely
competitive rates.  This ability to re-train its teleservices representatives at
an  affordable rate will make the Company's call centers more competitive in the
marketplace.


                                                                               3
<PAGE>
ITEM  2     DESCRIPTION  OF  PROPERTY

The  Company  has a lease on their office space located at 555 Whitehall Street,
Atlanta,  Georgia.


ITEM  3     LEGAL  PROCEEDINGS

The  Company  had  no  legal  proceedings  in  2001  and  none  are  pending.


ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The  Company  had  no  matters  submitted  to  a  vote  of the security holders.


                                                                               4
<PAGE>
                                     PART  II


ITEM  5     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDERS  MATTERS.

General
-------

The  Company's common stock is traded on the OTC Electronic Bulletin Board.  The
OTC  Electronic  Bulletin  Board  is  sponsored  by  the National Association of
Securities  Dealers  (NASD).  The  Electronic  Bulletin  Board  is  a network of
security  dealers  who  buy  and  sell  stocks.

For  the  periods indicated, the following table sets forth the high and low bid
prices  per  share  of  common  stock.  These  prices  represent  inter-dealer
quotations  without  retail  markup,  markdown,  or  commission  and  may  not
necessarily  represent  actual  transactions.

      2000              LOW  HIGH
      First  Quarter    .60  6.00
      Second  Quarter  1.00  2.40
      Third  Quarter    .40  1.20
      Fourth  Quarter   .02   .31

      2001              LOW  HIGH
      First  Quarter    .08   .17
      Second  Quarter   .01   .17
      Third  Quarter    .02   .07
      Fourth  Quarter   .01   .05

The Company's Board of Directors determines any payment of dividends.  The Board
of  Directors  does not expect to authorize the payment of cash dividends in the
foreseeable  future.  Any  future decision with respect to dividends will depend
on  future  earnings,  operations,  capital  requirements  and  availability,
restrictions  in  future  financing agreements, and other business and financial
considerations.

As  of  December 31, 2001, there were approximately 800 holders of record of the
Company's  Common  Stock.  The  Board  of  Directors  believe that the number of
beneficial  owners  is  substantially  greater than the number of record holders
because a portion of the Company's outstanding Common Stock is held of record in
broker  "street  names"  for  the  benefit  of  individual  investors.


                                                                               5
<PAGE>
ITEM  6     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
            RESULTS  OF  OPERATIONS

Plan  of  Operations
--------------------

The  Company  has  formed strategic alliances with various call center operators
and managers to establish company owned centers.  Long distance phone rates have
been  drastically  reduced over the last three years.  Consequently, through the
use  of private networks and satellite technology, long distance phone calls can
be  made  off-shore  into the USA as cheaply as long distance phone calls can be
made  intrastate.  This  has  created  a  revenue  opportunity for the company's
labor-intensive  business  which  heavily  uses  long  distance  phone  calls to
generate  income.

Call-Solutions'  primary business strategy has shifted to take advantage of this
Opportunity  by  opening call centers off-shore, in countries which have a labor
pool  from which to select workers.  In many foreign English speaking countries,
the  cost of living is substantially less than in the USA, therefore the cost of
labor  for  low-technology  employment positions is much more economical than in
the  USA.

Call-Solutions  has  formed a strategic alliance with an existing contact center
in  Montego  Bay,  Jamaica  to  market  its  travel  club  program.

The Company will face considerable risk in each of its business plan steps, such
as  difficulty  of  hiring  competent  personnel within its budget and a lack of
funding due to the Company's inability to raise capital in the Equity Securities
Market.  If  no  funding  is received during the next twelve months, the Company
will  be forced to rely on its existing cash in the bank and funds loaned to the
Company.  In  such  a restricted cash flow scenario, the Company would be unable
to  complete  its business plan steps and would instead delay all cash intensive
activities.


                                                                               6
<PAGE>
Results  of  Operations
-----------------------

As  of  December 31, 2001, the Company had $27,215 cash on hand and in the bank.
The  primary  sources  of  cash and financing for the Company for the year ended
December  31,  2001 were $418,000 from the issuance of stock and additional paid
in  capital, shareholders' loans to the Company of $100,905. The primary uses of
cash  during 2001 were $301,061 to finance the Company's operations. The Company
had  no  full  time  employees  during  2001.

Significant  losses  in  2001  were  primarily  due  to management's decision to
utilize  operating  funds to advance the Company's business plan of opening call
centers  inside  Economic  Empowerment  Zones  and  in  Jamaica.

Management believes it will meet its revenue and profit goals in 2003 through
potential acquisitions

ITEM  7     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

The  audited  financial  statements  of  the Company and related Notes which are
included in this filing have been examined by Kahn Boyd Levychin, LLP, Certified
Public  Accountants,  and  have been so included in reliance upon the opinion of
such  accountants  given  upon  their  authority  as  experts  in  auditing  and
accounting.


                                                                               7
<PAGE>



                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2001 AND 2000




<PAGE>
                                    CONTENTS
================================================================================

AUDITORS' REPORT                                           1
FINANCIAL STATEMENTS
    Consolidated balance sheets                          2-3
    Consolidated statements of operations                  4
    Consolidated statements of cash flows                5-6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES               7-8

NOTES TO THE FINANCIAL STATEMENTS                       9-11



<PAGE>
                   ==========================================
                             KAHN BOYD LEVYCHIN, LLP
                   ------------------------------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

                                AUDITORS' REPORT

================================================================================

Board of Directors and the Shareholders
Call Solutions, Inc.
Atlanta, Georgia

We have audited the accompanying consolidated balance sheet of Call Solutions,
Inc. (a California corporation formerly known as BAOA, Inc.) and its
subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of operations, and cash flows, for the year then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Call Solutions, Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 4 to
the financial statements, the Company has suffered recurring losses from
operations, and is dependent upon shareholders to provide sufficient working
capital to maintain continuity.  These circumstances create substantial doubt
about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



KAHN BOYD LEVYCHIN

Kahn Boyd Levychin,
Certified Public Accountants
March 23, 2002


                                                                               1
--------------------------------------------------------------------------------
99 Wall Street, 10th Floor New York, NY 10005                   (212) 843-4100
<PAGE>
<TABLE>
<CAPTION>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000
================================================================================

                                                       2001     2000
--------------------------------------------------------------------------------

<S>                                                  <C>      <C>
                                    ASSETS

CURRENT ASSETS
  Cash and cash equivalents                          $27,215  $ 2,282
  Accounts receivable                                           2,508
--------------------------------------------------------------------------------

    TOTAL CURRENT ASSETS                              27,215    4,790
--------------------------------------------------------------------------------

FIXED ASSETS
  Equipment                                           73,378   73,378
  Furniture and fixtures                              14,820   14,820
  Leasehold improvements                              11,150   11,150
--------------------------------------------------------------------------------

                                                      99,348   99,348
  Less: accumulated depreciation                      63,547   53,198
--------------------------------------------------------------------------------

    NET FIXED ASSETS                                  35,801   46,150
--------------------------------------------------------------------------------
  TOTAL ASSETS                                       $63,016  $50,940
================================================================================
</TABLE>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS
                               DECEMBER 31, 2001 AND 2000
=======================================================================================

                                                                2001           2000
---------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' DEFICIT
<S>                                                         <C>            <C>
CURRENT LIABILITIES
  Accounts and accrued expenses payable                     $  1,482,740   $ 1,014,650
  Income taxes payable                                             4,363         4,363
---------------------------------------------------------------------------------------
    TOTAL CURRENT LIABILITIES                                  1,487,103     1,019,013
---------------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
  Notes payable, shareholders and related parties (Note 1)       100,905       213,911
---------------------------------------------------------------------------------------
    TOTAL NON-CURRENT LIABILITIES                                100,905       213,911
---------------------------------------------------------------------------------------
    TOTAL LIABILITIES                                          1,588,008     1,232,924
---------------------------------------------------------------------------------------
SHAREHOLDERS' DEFICIT
  Common stock (90,000,000 shares $.001 par value
    authorized, 70,945,911 and 6,851,967 issued and
      outstanding respectively)                                  156,594        92,500
  Preferred stock (10,000,000 shares $.001 par value
    authorized, 160,000 shares issued and
    outstanding)                                                     160           160
  Additional paid-in capital                                  11,548,314     8,240,275
  Accumulated deficit                                        (13,230,060)   (9,493,919)
---------------------------------------------------------------------------------------
                                                              (1,524,992)   (1,160,984)
  Stock subscription receivable                                                (21,000)
---------------------------------------------------------------------------------------
    TOTAL SHAREHOLDERS' DEFICIT                               (1,524,992)   (1,181,984)
---------------------------------------------------------------------------------------
     TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT            $     63,016   $    50,940
=======================================================================================
</TABLE>
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE YEARS ENDED
                            DECEMBER 31, 2001 AND 2000
=================================================================================

                                                           2001          2000
---------------------------------------------------------------------------------
<S>                                                    <C>           <C>
Revenue                                                $             $   131,840
---------------------------------------------------------------------------------
OPERATING EXPENSES
  Sales and marketing                                                  1,621,482
  General and administrative expenses                    3,903,729       630,005
  Compensation expense related to common stock sales
     at less than fair market value                                      566,667
---------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                                 3,903,729     2,818,154
---------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                    (3,903,729)   (2,686,314)
---------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
  Forgiveness of debt                                      168,386        32,913
  Interest income                                                2
  Interest expense                                                       (11,743)
---------------------------------------------------------------------------------
Total other income (expense)                               168,388        21,170
---------------------------------------------------------------------------------
LOSS BEFORE PROVISION FOR INCOME TAXES                  (3,735,341)   (2,665,144)
Provision for income taxes (current)                           800           800
---------------------------------------------------------------------------------
NET LOSS                                               $(3,736,141)  $(2,665,944)
=================================================================================
Loss per weighted average shares of common stock
  Outstanding                                          $      (.10)  $      (.57)

Weighted average number of shares of common stock
    outstanding                                         37,469,224     4,652,538
</TABLE>


See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                       CALL SOLUTIONS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE YEARS ENDED
                             DECEMBER 31, 2001 AND 2000
===================================================================================

                                                             2001          2000
-----------------------------------------------------------------------------------
<S>                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $(3,736,141)  $(2,665,944)
  Adjustments to reconcile net loss to net cash used in
     operating activities
      Depreciation                                            10,349         7,219
      Common stock issued for fees and services            2,954,132       587,000
  Compensation expense related to common stock
          sales at less than fair market value                             566,667
  Changes in operating assets and liabilities
      Decrease (increase) in accounts receivable               2,508        (2,508)
      Decrease (increase) in deposits and other assets                      10,703
      Increase in accounts and accrued
         expenses payable                                    468,091       828,113
-----------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                       (301,061)     (668,750)
-----------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                      (47,568)
  Increase in stock subscription receivable                   21,000
  Decrease in option to acquire real estate                                115,684
-----------------------------------------------------------------------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                     21,000        68,116
-----------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  (Decrease) increase in notes payable                      (113,006)        5,711
  Proceeds from sale of common stock                         418,000       592,450
-----------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    304,994       598,161
-----------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          24,933        (2,473)
Cash and cash equivalents, beginning of year                   2,282         4,755
-----------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                 $    27,215   $     2,282
===================================================================================
</TABLE>
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               5
<PAGE>
<TABLE>
<CAPTION>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2001 AND 2000
================================================================================

                                                           2001    2000
--------------------------------------------------------------------------
<S>                                                        <C>    <C>
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the year for:
         Interest expense                                  $      $ 1,500
         Income taxes                                        800      800

   Issuance of 900,000 shares of restricted, unregistered
      common stock as repayment of outstanding debt to
       related party                                       $      $27,000
</TABLE>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               6
<PAGE>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

Organization

BAOA, Inc. ("BAOA") was incorporated in the State of California in October of
1983.  BAOA remained dormant until 1993.  From 1993 to 1997, BAOA was engaged in
the development, sale, and marketing of an educational and entertainment board
game, the marketing of an affinity credit card, the licensing of a trademark
logo, "Black Americans of Achievement," and the development of a television game
show.

During 1997, BAOA redirected its efforts to the operation of telemarketing call
centers located in federally designated empowerment zones throughout the United
States.  In 2000, BAOA refined its business plan to include worldwide call
center business locations.  BAOA opened, and has derived revenue from, its
initial call center domiciled in Montego Bay, Jamaica during the second quarter
of 2000.

In anticipation of opening call centers in Atlanta and New York, BAOA
incorporated two wholly owned subsidiaries: Call Atlanta, Inc., which was
incorporated in January 1998 in the State of Georgia to operate the Company's
telemarketing call center operations located in the Atlanta, Georgia designated
empowerment zone, and Call Harlem, Inc., which was incorporated in September
1998 in the State of Delaware to operate BAOA's telemarketing call center
operations located in the New York City designated empowerment zone.  Both of
these entities are currently inactive.

In October 2000 BAOA changed it named to Call Solutions, Inc.

The accompanying financial statements present the consolidated financial
condition, operations, and cash flows of Call Solutions, Inc., and its wholly
owned subsidiaries Call Atlanta, Inc. and Call Harlem, Inc.  All significant
intercompany transactions have been eliminated in consolidation.  The
consolidated entities are collectively referred to as the "Company."

Accounting basis

The Company uses the accrual basis of accounting for financial statement
reporting.  Accordingly revenues are recognized when services are rendered and
expenses realized when the obligation is incurred.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.  Cash equivalents are
carried at cost, which approximates market value.

See auditors' report and the accompanying notes to the financial statements.


                                                                               7
<PAGE>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

Fixed assets

Fixed assets are stated at cost.  Depreciation is computed using the straight
line method  over the following estimated useful lives:

                                                Estimated
Description                                     useful life
-------------------------------------------------------------------
Office equipment and furniture and fixtures     5 years
Capital improvements                            7 years

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from these estimates.

Reverse stock split

In October, 2000 there was a 20:1 reverse stock split, pursuant to which every
share of the Company's common stock was changed into one-twentieth (1/20th) of a
common share.  All share amounts have been restated accordingly.

Income taxes

The Company accounts for income taxes using the asset and liability method as
required by Statement of Financial Accounting Standards No. 109, under which
deferred tax assets and liabilities are determined based upon the differences
between financial statement carrying amounts and the tax bases of existing
assets and liabilities.  Deferred taxes also are recognized for operating losses
that are available to offset future taxable income.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.  Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.



See auditors' report and the accompanying notes to the financial statements.


                                                                               8
<PAGE>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 1 - NOTES PAYABLE, SHAREHOLDERS AND RELATED PARTIES

Notes payable, shareholders and related parties are broken down as follows:

<TABLE>
<CAPTION>
                                                               2001      2000
-------------------------------------------------------------------------------
<S>                                                          <C>       <C>
5% interest note payable on demand; no monthly payments of
principal and interest are required                          $         $ 74,781

Non-interest note payable on demand; no monthly payments of
principal are required                                         60,000    60,000

5% interest note payable on demand; no monthly payments of
principal and interest are required                            39,050

11% note payable on demand; no monthly payments of
principal and interest are required                            20,000    20,000

30% interest note payable on demand; no monthly payments of
principal and interest are required                            12,500    12,500

8% note payable on demand; no monthly payments of principal
and interest are required                                       6,000     6,000

Non-interest note payable on demand; no monthly payments of
principal are required                                          2,405     1,580
-------------------------------------------------------------------------------
                                                             $100,905  $213,911
================================================================================
</TABLE>

NOTE 2 - INCOME TAXES

Temporary differences between the recognition of certain expense items for
income tax purposes and financial reporting purposes are as follows:

                                                    2001              2000
--------------------------------------------------------------------------------
Net operating loss to be carried forward     $     5,686,697     $     4,080,155
Less: valuation allowance                          5,686,697           4,080,155
--------------------------------------------------------------------------------
NET DEFERRED TAX ASSET                       $                   $
================================================================================

   See auditors' report and the accompanying notes to the financial statements.


                                                                               9
<PAGE>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 2 - INCOME TAXES (CONTINUED)

It is believed that the Company will not ever benefit from the deferred tax
asset.

The Company incurred no federal income tax expense for the years ended December
31, 2001 and 2000, and utilized no tax carryforward losses. The Company incurred
$800 of state income tax expense for years ended December 31, 2001 and 2000.

The Company has a net operating loss carryover of $13,224,877 to offset future
income tax. The net operating losses expire as follows:

December 31,  2009                               $     1,431,255
              2010                                       947,670
              2011                                     1,269,190
              2017                                       885,291
              2019                                     2,289,386
              2020                                     2,665,944
              2021                                     3,736,141

NOTE 3 - OPERATING FACILITIES

The Company maintains its offices in facilities located in downtown Atlanta,
Georgia.  The Company is not being charged rent for use of the facilities.

NOTE 4 - AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION

In October 2000, the Company's board of directors and shareholders adopted and
approved the following amendments to the Company's articles of incorporation:

1.   A  20:1 reverse stock split, pursuant to which every share of the Company's
     common  stock  was  changed  into one-twentieth (1/20th) of a common share.

2.   The  name  of  the  Company  was  changed  to  Call  Solutions,  Inc.

NOTE 5 - GOING CONCERN

These financial statements are presented on the basis that the Company is a
going concern.  Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
of time.


See accountants' review report, and the summary of significant accounting
policies.


                                                                              10
<PAGE>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================


NOTE 5 - GOING CONCERN (CONTINUED)

As shown in the accompanying financial statements, the Company incurred a net
loss of $3,736,141 for the year ended December 31, 2001, and as of that date had
incurred cumulative losses since inception of $13,224,877.

The Company's existence in the current and prior periods has been dependent upon
advances from related parties and other individuals, and the sale of equity
securities.

The ability of the Company to continue as a going concern is dependent on
increasing revenue and obtaining additional capital and financing.

The Company's management believes that its ongoing efforts to raise additional
capital through the sale of equity securities and debt instruments will provide
additional cash flows.  However, there is no assurance that the Company will be
able to obtain additional funding.

The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.




See auditors' report and the accompanying notes to the financial statements.


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ITEM  8     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL  DISCLOSURE

There have been no changes in or disagreements with accountants on accounting
and financial disclosure.

                                    PART III

ITEM  9     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
            COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

Director               Age           Date  Elected            Position

Peter  Van  Brunt      46            7/20/96               Director  &  CEO
John  Ballard          42            10/1/99               Director  &  CFO
Cameron  Billmyer      55            10/1/99               Director  & Secretary


                                                                              8
<PAGE>
Peter  Van  Brunt
-----------------
Mr.  Van  Brunt  is  an  expert  at  developing  new  businesses.  His extensive
experience in the International and Domestic arenas of business and finance have
given  him  the  experience  to  launch  and maintain Call-Solutions' mission in
establishing  teleservice  centers  around  the  world.

Mr.  Van Brunt has over 24 years of business experience.  As a corporate officer
for  an African Development company, he successfully started a crude oil trading
company  acquiring  and  trading over 36 million barrels of crude petroleum oil,
conducted  commodities  transactions  and  business  development  throughout the
African  continent.  He  also  established  an aircraft leasing company, a rough
diamond  trading  business  as  well  as  successfully  operating  today.

He  was  senior  vice  president  and  assistant  general counsel for one of the
nation's  largest  African  American  owned recording companies.  He managed all
phases  of  business  affairs  and  contract  negotiations  for  artists.  His
experience  also  includes  negotiating  agreements  for  recording  artists,
distribution,  publishing  and foreign licensing.  While serving as President of
an  Interactive  software  publishing  company,  he  designed  and implemented a
national sales campaign for Software products and was responsible for the artist
licensing  and  distribution  strategies.

Mr. Van Brunt is a graduate of Columbia University, completed a J.D. in Law from
the  University  of  La Verne where he was an Editor on Law Review and has taken
postgraduate  studies  at  Oxford  University.

John  Ballard
-------------
John  has  more  than  14  years  of leadership, management, project management,
accounting  and  administrative  experience.

Ballard is currently the CFO for a chain of retail stores in Denver, where he is
responsible  for  all  financial  operations  of  retail stores, and creates all
accounting  and financial reports.  Ballard has served as a financial specialist
for  Martin  Lockheed  and  served  as  an  accountant  for  Texaco.

Ballard  holds a BS in management and marketing from the University of Colorado,
where  he  graduated  Magna  Cum  Laude.  Ballard  also  holds  a MBA from Regis
University.

R.  Cameron  Billmyer
---------------------
Mr.  Billmyer  has  enjoyed  a  distinguished  career  as  a  lawyer,  currently
specializing  in  corporate law, transactional work, due diligence and financial
analysis.  He  also  has  been a part-time faculty member teaching paralegals at
Villanova University for the last six years.  Prior to starting his new firm, he
was  a trial attorney specializing in FELA litigation for the insurance industry
in  Pennsylvania.  Mr.  Billmyer  received  a  B.A. from  Wesleyan University in
Middletown,  Connecticut,  a  M.Ed.  from  Temple  University  in  Philadelphia,
Pennsylvania  and  a  J.D.  from  the Delaware Law School of Widener University.


                                                                               9
<PAGE>
ITEM  10     EXECUTIVE  COMPENSATION

Summary  Compensation  Table  for  2001:

           Name:                           Peter Van Brunt
           Principal Position:             Director & CEO
           Salary:                         $       183,095
           Bonus:                                        0
           Other Compensation (see notes)                0
           Restricted Stock Awards                       0
           Options                                       0
           LTIP Payouts                                  0
           All Other Compensation                  183,095


           Name:                           John Ballard
           Principal Position:             Director & CFO
           Salary:                         $            0
           Bonus:                                       0
           Other Compensation                           0
           Restricted Stock Awards                      0
           Options                                      0
           LTIP Payouts                                 0
           All Other Compensation                       0


           Name:                           Cameron Billmyer
           Principal Position:             Director & Secretary
           Salary:                         $                  0
           Bonus:                                             0
           Other Compensation                                 0
           Restricted Stock Awards                            0
           Options                                            0
           LTIP Payouts                                       0
           All Other Compensation                             0


                                                                              10
<PAGE>
ITEM  11     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  following  table  sets  forth information on the ownership of the Company's
voting  securities  by  Officers,  Directors,  and Major shareholders as well as
those who own beneficially more than five percent of the Company's common stock.

        Name of Beneficial Owner      Number of Shares    Percent of Total
        Peter Van Brunt                  5,997,728             8.454%
        John Ballard                     1,522,728             2.146&
        Cameron Billmyer                   522,728              .736%

(Percentages  are  based  on the number of outstanding shares as of December 31,
2001)

ITEM  12     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

During  the  year  ended  December  31, 2001, the Company had advances and notes
payable  from  related  parties,  who  are  also  stockholders  or  related  to
stockholders  of  the  Company.  The  advances  and  notes  payable from related
parties  were for expenses of the Company paid by related parties and for direct
loans to the Company.  These advances and notes payable from related parties are
not formally documented.  Notes payable bear interest at rates ranging from 5.0%
and  30.0%  and  are  due on terms of between two years and three years from the
dates  of  issue.  The Company has paid in cash and common stock certain amounts
to  related  parties,  including  company personnel, officers, and directors for
services  rendered  to  the  Company.

ITEM  13     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES, AND REPORTS ON FORM 8-K

None

                                   SIGNATURES
                           ---------------------------

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

                                 Call  Solutions,  Inc.
Date:                            John Ballard, Chief Financial Officer, Director
       -------------


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