SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A


 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)


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 [ ]

<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-Solution has been in the business of developing and operating call centers
in business atmospheres that are encouraging to labor intensive business
operations. The Company's goal has shifted and management intends to develop
opportunities by entering into contracts with companies that allow
Call-Solutions to provide consumers with integration telephony technology that
provides Call-Solutions'with intergrated assess to voice-actived electronic
email, voice mail, faxes, and conference calls.

Utilizing the same technoloy, the Company also desires to become a world leader
in "direct-to-consumer"distribution of goods and services.

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.


ITEM 2   DESCRIPTION OF PROPERTY

The Company has a lease on their office space located at 18930 Greenfield Rd.,
Detroit, Michigan 48235.


ITEM 3   LEGAL PROCEEDINGS

The Company had no legal proceedings in 2002 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.

                                       2
<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.

         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.


RECENT SALES OF UNREGISTERED SECURITIES

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. Former CEO, Peter Van Brunt, recieved 1,093 shares of this convertible
preferred stock.

                                       3
<PAGE>

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

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




Call-Solutions has devoted substantially all of its resources to its effort to
develop and establish company owned centers. Call-Solutions, recently, shifted
its business strategy in an attempt to take advantage of opportunities to open
call centers off-shore, in countries which have a labor pool from which to
select workers. Call-Solutions opened and had planned to expand a call center in
Montego Bay, Jamaica. However, management decided to seek an opportunity to
acquire an existing call center and Call-Solutions ceased its call center
operations in Montego Bay to engage in the acquisition of Sharpe Communications,
a call center located in the Cazoumar Free Zone. Management was unable to
acquire the Sharpe Communications call center.

Call-Solutions has again shifted its focus and management intends to enter into
contracts with companies that have technology to allow Call-Solutions to sale
and provide to consumers integrated telephony technology that provides customers
with intergrated assess to voice-actived electronic email, voice mail, faxes,
and conference calls using a single assess telephone number or personalize code.

Call-Solutions incurred operating losses during the year ended December 31, 2002
and has an accumated deficit (See Financial Statements and Notes).
Call-Solution's losses have resulted principally from administrative costs
associated with Call-Soluton's operations. These costs exceeded
Call-Solutions'income.

In order to continue operations and to implement management new business plan
will require require additional debt or equity financing.No assurance can be
given that such additional financing will be available on terms acceptable to
us. Further, any future financing transactions would likely be dilutive to our
existing shareholders. If working capital deficits continue, we may be forced to
curtail our operations.

Results of Operations
---------------------

As of December 31, 2002, the Company had $314 cash on hand and in the bank. The
primary sources of cash and financing for the Company for the year ended
December 31, 2002 were from the issuance of stock and additional paid in
capital, and loans to the Company. The primary uses of cash during 2002 were to
finance the Company's operations. The Company had no full time employees during
2002.

Significant losses in 2002 were primarily due to management's decision to
utilize operating funds to advance the Company's business plan of opening call
centers in Jamaica.


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.

                                       4
<PAGE>

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


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

AUDITORS' REPORT                                                         F-2
FINANCIAL STATEMENTS
     Consolidated balance sheets                                      F-3 - F-4
     Consolidated statements of operations and comprehensive loss        F-5
     Consolidated statements of cash flows                            F-6 - F-7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            F-8 - F-9

NOTES TO THE FINANCIAL STATEMENTS                                    F-10 - F-14



                                      F-1
<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.

/s/ KAHN BOYD LEVYCHIN

Kahn Boyd Levychin,
Certified Public Accountants
April 14, 2003

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

                                      F-2
<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.

                                                                             F-3
<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.

                                                                             F-4
<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.

                                                                             F-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>
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.

                                                                             F-6
<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.

                                                                             F-7
<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.

                                                                             F-8
<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.

                                                                             F-9
<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.

                                                                            F-10
<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.

                                                                            F-11
<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.

                                                                            F-12
<PAGE>

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

Bashiruddin Usama       70             11/05/02             Director & President


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.

                                       5
<PAGE>

ITEM 10  EXECUTIVE COMPENSATION




Summary Compensation Table for 2002:

           Name:                           Peter Van Brunt
           Principal Position:             Director & CEO
           Salary:                         $             0
           Bonus:                                        0
           Other Compensation (see notes)                0
           Restricted Stock Awards              See Item 5
           Options                                       0
           LTIP Payouts                                  0
           All Other Compensation                        0

Notes: The Company currently has no standard arrangement by which its Officers
and Directors are compensated. Mr. Van Brunt received management fee payments
throughout 2002 for services, lodging, and travel expenses for his extensive
stays away from home in relation to the completion of the Company's call center
business negotiations with the Cities of Atlanta, New York and Montego Bay,
Jamaica.

           Name:                           John Ballard
           Principal Position:             Director & CFO
           Salary:                         $            0
           Bonus:                                       0
           Other Compensation                           0
           Restricted Stock Awards             See Item 5
           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                   See Item 5
           Options                                            0
           LTIP Payouts                                       0
           All Other Compensation                             0



           Name:                           Bashiruddin Usama
           Principal Position:             Director & President
           Salary:                         $                  0
           Bonus:                                             0
           Other Compensation                                 0
           Restricted Stock Awards                            0
           Options                                            0
           LTIP Payouts                                       0
           All Other Compensation                             0

                                       6
<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
------------------------         ----------------                     ----------

Dr. Talmadge McKinney           1086 Convertible Preferred*
                                50 shares Series B Convertible         52.27%
                                Preferred*
                                1,150,000 shares of Common

         * The 1086 shares of Convertible Preferred Stock, vote as if converted
         and are convertible into 217,200,000 shares of Call-Solutions' common
         stock, and the 50 shares of Series B Convertible Preferred Stock
         convertible into 1,666,667 shares of Call-Solutions' common stock.


(Percentages are based on the number of outstanding shares as of December 31,
2002)

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended December 31, 2002, 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

                                       7
<PAGE>

                                   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: May 9, 2003                                By:  /s/ Dr. Bashiruddin Usama
                                                     ---------------------------
                                                      President/Director


                                       8
<PAGE>


   CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

         I, Bashiruddin Usama, certify that:

         1. I have reviewed this amended annual report on Form 10-KSB/A of
Call-Solutions, Inc.;

         2. Based on my knowledge, this amended annual 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 amended quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
Call-Solution Inc. as of, and for, the periods presented in this amended annual
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
Call-Solution Inc., Inc. and have:

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

         b)       evaluated the effectiveness of Call-Solution's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

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

         5. I have disclosed, based on my most recent evaluation, to
Call-Solution Inc.'s auditors and the audit committee of Call-Solutions, Inc.'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 Call-Solutions,
                  Inc.'s ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in
                  Call-Solutions, Inc.'s internal controls; and

         6. I have indicated in this amended annual 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.


Date: May 9, 2003

/s/ Dr. Bashiruddin Usama
---------------------------
Dr. Bashiruddin Usama
Chief Executive Officer

                                       9