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, 2002

                         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.)

                      18930 Greenfield Rd Detroit Mi 48235
               -----------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                                 (313) 272 1961
                               ------------------
              (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

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
              ---



                                                                               2

                                     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

ITEM  2     DESCRIPTION  OF  PROPERTY

The  Company  has  a  lease on their office space located at 18930 Greenfield Rd
Detroit  Michigan.


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.

                                    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.

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

      2002              LOW  HIGH
      First  Quarter    .01   .02
      Second  Quarter   .01   .01
      Third  Quarter    .01   .01
      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, 2002, 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

ITEM  6  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

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

The  Company  is  currently reviewing its plans for operating in the call center
business.

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.




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
Ronald Allen            27             11/05/02             Director & President

Basharuddin Usama       65             11/05/02             Director

Since  1974,  Dr.  Usama has been a oral and maxillofacial surgeon practicing in
Cleveland  Heights,  Ohio.  Dr.  Usama received his a Bachelor of Science Degree
from  Howard  University, College of Liberal Arts, Washington, D.C. in 1959, and
his  Doctor  of  Dental  Surgery  from  Howard University, College of Dentistry,
Washington,  D.C.  in  1963.

From  July,  2002 to present, Mr. Allen has worked as Chief Executive Officer of
Global  Automation Works, Inc. From August, 2000 to January, 2002, Mr. Allen was
a Project Engineer for Scientific Research Corporation, in Atlanta, Georgia, and
from  May,  1999  to June, 2000, a Project Engineer for Rapid Design Service, in
Flint,  Michigan. From December 1996 to February, 1999, Mr. Allen was a Graduate
Assistant  Football Coach at the Michigan Technological University, at Houghton,
Michigan.  Mr.  Allen  received  his  Bachelor  of  Science degree in Electrical
Engineering from the Michigan Technological University, in Houghton, Michigan in
1999.


                                                                      9

ITEM  10     EXECUTIVE  COMPENSATION

             There are currently no compensated executives of the company.

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

No  directors  own  voting  stock  in  the company and there are no five percent
owners  in  the  company  stock.

 (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: 04/15/2003                 President/Director  Ron Allen


                                  -------------


                                                                              11
<PAGE>






                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2002 AND 2001






<PAGE>

                                    CONTENTS
================================================================================

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 7-8

NOTES TO THE FINANCIAL STATEMENTS                                          9-13





<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 sheets of Call Solutions,
Inc. (a California corporation formerly known as BAOA, Inc.) and its
subsidiaries as of December 31, 2002 and 2001, and the related consolidated
statements of operations and comprehensive loss, cash flows, for the years 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
in the United States of America. 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, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

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
April 14, 2003




                                                                             1
--------------------------------------------------------------------------------
99 Wall Street, 10th Floor New York, NY 10005                     (212) 843-4100


                                                                               1
<PAGE>
<TABLE>
<CAPTION>
                      CALL SOLUTIONS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
================================================================================

                                                       2002           2001
--------------------------------------------------------------------------------

<S>                                                   <C>           <C>
                                ASSETS

CURRENT ASSETS
  Cash and cash equivalents                           $   314       $  27,215
--------------------------------------------------------------------------------

    TOTAL CURRENT ASSETS                                  314          27,215
--------------------------------------------------------------------------------

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

                                                       88,198          99,348
  Less: accumulated depreciation                       69,051          63,547
--------------------------------------------------------------------------------

    NET FIXED ASSETS                                   19,147          35,801
--------------------------------------------------------------------------------

  TOTAL ASSETS                                        $19,461       $  63,016
================================================================================
</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, 2002 AND 2001
========================================================================================

                                                                2002           2001
----------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
                        LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts and accrued expenses payable                     $    473,896   $  1,482,740
  Income taxes payable                                             5,163          4,363
----------------------------------------------------------------------------------------
    TOTAL CURRENT LIABILITIES                                    479,059      1,487,103
----------------------------------------------------------------------------------------

NON-CURRENT LIABILITIES
  Notes payable, shareholders and related parties (Note 1)       153,500        100,905
----------------------------------------------------------------------------------------
    TOTAL NON-CURRENT LIABILITIES                                153,500        100,905
----------------------------------------------------------------------------------------
    TOTAL LIABILITIES                                            632,559      1,588,008
----------------------------------------------------------------------------------------

SHAREHOLDERS' DEFICIT
  Common stock (90,000,000 shares $.001 par value
    authorized, 81,495,911 and 70,945,911 issued and
     outstanding respectively)                                   167,144        156,594
  Preferred stock (10,000,000 shares $.001 par value
    authorized,166,697and  160,000 shares issued and
     outstanding)                                                    166            160
  Additional paid-in capital                                  13,299,780     11,548,314
  Accumulated deficit                                        (14,080,188)   (13,230,060)
----------------------------------------------------------------------------------------
    TOTAL SHAREHOLDERS' DEFICIT                                 (613,098)    (1,524,992)
----------------------------------------------------------------------------------------
    TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT             $     19,461   $     63,016
========================================================================================
</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 AND
                               COMPREHENSIVE LOSS
                              FOR THE YEARS ENDED
                           DECEMBER 31, 2002 AND 2001
================================================================================

                                                              2002         2001
-----------------------------------------------------------------------------------
<S>                                                      <C>           <C>
Revenue                                                  $             $
-----------------------------------------------------------------------------------
OPERATING EXPENSES
  General and administrative expenses                        843,424     3,903,729
-----------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                                     843,424     3,903,729
-----------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                        (843,424)   (3,903,729)
-----------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
  Forgiveness of debt                                          4,456       168,386
  Other income                                                   165
  Interest income                                                                2
  Interest expense                                           (10,524)
-----------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE)                                  (5,903)      168,388
-----------------------------------------------------------------------------------
LOSS BEFORE PROVISION FOR INCOME TAXES                      (849,327)   (3,735,341)
Provision for income taxes (current)                             800           800
-----------------------------------------------------------------------------------
NET LOSS                                                 $  (850,127)  $(3,736,141)
================================================================================

Loss per weighted average shares of common stock
  Outstanding                                            $      (.01)  $      (.10)

Weighted average number of shares of common stock
    outstanding                                           78,114,130    37,469,224
</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, 2002 AND 2001
===================================================================================

                                                             2002          2001
-----------------------------------------------------------------------------------
<S>                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $  (850,127)  $(3,736,141)
  Adjustments to reconcile net loss to net cash used in
    operating activities
      Depreciation                                             9,338        10,349
      Loss on disposal of assets                               7,316
      Common stock issued for fees and services               52,750     2,954,132
      Preferred stock issued for fees and services         1,694,272
  Changes in operating assets and liabilities
      Decrease in accounts receivable                                        2,508
      (Decrease) increase in accounts and accrued
        expenses payable                                  (1,008,045)      468,091
-----------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                        (94,496)     (301,061)
-----------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in stock subscription receivable                                 21,000
-----------------------------------------------------------------------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                   21,000
-----------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in notes payable                    52,595      (113,006)
  Proceeds from sale of common stock                          15,000       418,000
-----------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     67,595       304,994
-----------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (26,901)       24,933
Cash and cash equivalents, beginning of year                  27,215         2,282
-----------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                   $       314   $    27,215
===================================================================================
</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, 2002 AND 2001
===================================================================================

                                                                2002        2001
-----------------------------------------------------------------------------------
<S>                                                          <C>         <C>
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the year for:
  Income taxes                                               $      800  $      800
         Interest expense

   Issuance of 1,697 shares of preferred stock as repayment
      of outstanding debt to related party                   $1,694,272  $
</TABLE>





See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements. 6


                                                                               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. During the fourth
quarter of 2002 the Call Solution, Inc. moved its operations to Detroit,
Michigan. Call Solutions, Inc. is currently inactive.

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.



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

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

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.

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.

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>
                                                                      2002      2001
--------------------------------------------------------------------------------------
<S>                                                                 <C>       <C>
Non-interest note payable on demand; no monthly payments of
principal are required
                                                                    $ 60,000  $ 60,000

8.5% note payable August 2004.  Quarterly payments of
interest are required.  The note is convertible into common stock.    50,000

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                                                 5,000     2,405
--------------------------------------------------------------------------------------
                                                                    $153,500  $100,905
======================================================================================
</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:


                                                          2002          2001
--------------------------------------------------------------------------------
Net operating loss to be carried forward              $ 3,520,047   $ 3,307,515
Less: valuation allowance                              (3,520,047)   (3,307,515)
--------------------------------------------------------------------------------
NET DEFERRED TAX ASSET                                $             $
================================================================================

See auditors' report and the summary of significant accounting policies.


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

NOTE 2 - INCOME TAXES (CONTINUED)

The Company incurred no federal income tax expense for the years ended December
31, 2002 and 2001, and utilized no tax carryforward losses. The Company incurred
$800 of state income tax expense for years ended December 31, 2002 and 2001.

The Company has a net operating loss carryover of $14,080,188 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                                           2,671,128
              2021                                           3,736,141
              2022                                             850,127

NOTE 3 - OPERATING FACILITIES

The Company maintains its offices in facilities located in Detroit, Michigan.
During the fourth quarter of 2002 the Company moved its operations from
facilities located in Atlanta, Georgia to Detroit, Michigan. The Company was not
charged rent for use of either of the facilities.

NOTE 4 - 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.

As shown in the accompanying financial statements, the Company incurred net
losses of $850,127 and $3,736,141 respectively for the years ended December 31,
2002 and 2001, and as of December 31, 2002 had incurred cumulative losses since
inception of $14,080,188. 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 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 summary of significant accounting policies.


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

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

NOTE 5 - ISSUANCE OF CONVERTIBLE PREFERRED STOCK FOR DEBT

By unanimous approval the Board of Directors approved an agreement to issue
1,697 shares of convertible preferred stock to various officers of the Company
in exchange for their agreement to forgive an aggregate past due liability of
$1,694,272 owed to the officers by the Company. On November 5, 2002, the Company
issued to the officers 1,697 shares of convertible preferred stock, at a stated
value of $1,000.00 per share. The shares of preferred stock are immediately
convertible, at the officers' sole election, at the rate of $.005 per share, and
may convert into an aggregate of 339,400,000 shares of common stock. The holders
of the convertible preferred stock may vote their shares on an "as converted"
basis.

These officers then resigned from the Company. The operations of the Company
were then taken over by a new team, which moved the Company's facilities to
Detroit, Michigan.





See auditors' report and the summary of significant accounting policies.


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