SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission File No.: 000-21557

                             ACI TELECENTRICS, INC.
           (Name of Small Business Issuer as specified in its charter)

            MINNESOTA                                           41-1572571
 (State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                           Identification Number)

         3100 WEST LAKE STREET, SUITE 300, MINNEAPOLIS, MINNESOTA 55416
               (Address of principal executive offices)        (Zip Code)

         Issuer's telephone number, including area code: (612) 928-4700

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                      Common Stock, no par value per share

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the 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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and will not 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. [ ]

Issuer's revenues for its most recent fiscal year:  $32,893,916.

The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of March 18, 2002, was approximately $1,270,966 based upon the
average of the closing bid and asked prices of the Registrant's Common Stock on
such date.

There were 5,781,485 shares of Common Stock, no par value, outstanding as of
March 18, 2002.

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

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference pursuant to Rule 12b-23: Portions of the
Registrant's Proxy Statement for its 2002 Annual Meeting of Shareholders are
incorporated by reference into Items 9, 10, 11 and 12 of Part III.

Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]


<PAGE>



                                    I N D E X


<TABLE>
<CAPTION>
Description                                                                                                    Page

<S>               <C>                                                                                         <C>
PART I                                                                                                         1
       ITEM 1.    DESCRIPTION OF BUSINESS......................................................................1
       ITEM 2.    DESCRIPTION OF PROPERTY......................................................................3
       ITEM 3.    LEGAL PROCEEDINGS............................................................................4
       ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........................................4
PART II                                                                                                        6
       ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................................6
       ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS..................................................................7
       ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................................................16
       ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                    ACCOUNTING AND FINANCIAL DISCLOSURE.......................................................34
PART III
       ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                    COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.........................................34
       ITEM 10.   EXECUTIVE COMPENSATION......................................................................34
       ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT................................................................................34
       ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................................34
       ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K............................................................35
</TABLE>











                                       i

<PAGE>


                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

GENERAL

        ACI Telecentrics, Inc. (the Company or ACI) was incorporated under the
name Automated Communications, Incorporated under Minnesota law on January 13,
1987 and changed its name to ACI Telecentrics, Inc. on July 26, 1996. The
Company provides telephone-based sales and marketing services, broadly defined
as teleservices. As of December 31, 2001, the Company operated 887 workstations
in 12 call centers located in Minnesota, North Dakota, South Dakota, Nebraska,
Indiana, California, and Quebec, Canada.

        In the telecommunications industry, the Company markets long distance
and a variety of network services to the customers of Regional Bell Operating
Companies. In the publishing industry, the Company's telemarketing programs
assist magazine publishers in acquiring new subscribers and soliciting
subscription renewals. In the financial services industry, the Company conducts
telemarketing projects for banks and financial services companies in the areas
of insurance; credit card customer acquisition, retention, and renewal; credit
card enhancement services; account generation and retention; and customer
service. The Company's revenue and income from operations for fiscal 2001 were
$32,893,916 and $389,448, respectively. This represents an increase in revenue
of 4% and a decrease in income of 73%, respectively, compared to 2000.

INDUSTRY AND MARKET

        The Company believes that the telemarketing sector of marketing
expenditures will continue to grow and that the trend toward outsourcing
telemarketing programs will continue. Many companies choose to use telemarketing
for customer retention, customer service and customer care programs in addition
to the traditional sales programs. The telecommunications and financial services
industries, which ACI already serves, are undergoing deregulation or
consolidation, which provides the Company with additional growth opportunities
as these businesses search for low-cost solutions for their marketing, sales and
customer support needs. In 2001, businesses within the telecommunications,
publishing, and financial services industries accounted for most of the
Company's revenues. The industries targeted by the Company and the principal
services provided are described below.

TELECOMMUNICATIONS. The Company entered the telecommunications segment of the
market in 1987. ACI currently provides clients telemarketing services for
network services, long distance, caller ID, and enhanced CPE products.

PUBLISHING. ACI provides telemarketing services to publishers, including
subscription renewals, subscription sales, and customer services. The Company's
program managers work closely with publishing clients to develop individually
tailored programs to enhance their marketing and sales efforts.

FINANCIAL SERVICES. The Company entered the financial services segment of the
market in 1988. ACI provides telemarketing services for the credit card and
noncredit card financial segments as well as fee-based segments such as
membership clubs. Types of telemarketing services performed for these clients
include customer acquisition, activation and retention, selling of discounted
travel and shopping clubs, debit card acquisition or upgrade, home equity loan
lead generation, and preapproved lines of credit.






                                       1

<PAGE>


SALES AND MARKETING

        ACI's marketing strategy emphasizes customized marketing solutions
tailored to meet the individual client's needs. The Company attracts clients
through direct prospecting by its sales force, encouraging referrals from
existing clients who are satisfied with the Company's quality service and
gaining business through other divisions of companies who are current clients.

PRINCIPAL CUSTOMERS

        In 2001, the Company's three largest clients and the percentage of 2001
revenues attributable to such clients were one of the top credit card issuers in
the nation (12%), one of the nation's largest providers of consumer membership
programs (16%), and one of the nation's largest telephone operating companies
(16%).

COMPETITION

        The telemarketing industry is highly competitive, but also continues to
be highly fragmented. The Company competes with both in-house telemarketing
organizations as well as other independent outsource telemarketing operations.
In-house telemarketing organizations provide a variety of services to their
organizations and comprise the majority of the telemarketing industry.
Independent telemarketing organizations range from numerous small,
single-facility operations to large, multifacility operations such as SITEL
Corporation, APAC Teleservices Inc., TeleSpectrum Worldwide, Inc., RMH
Teleservices, Inc. and West Telemarketing Corporation. The Company also competes
with other forms of marketing, such as direct mail, television, and radio. The
Company believes that the primary competitive factors in the telephone-based
marketing industry are reputation for quality service, marketing results,
technological expertise, price, and the ability to design customized marketing
programs that address the needs of clients. The Company believes that most of
its competitors are, like ACI, highly dependent on a small number of clients for
a large percentage of their business.

GOVERNMENT REGULATION

        The telemarketing industry is subject to a significant amount of federal
and state regulation. The federal Telephone Consumer Protection Act of 1991 (the
TCPA) prohibits telemarketers from using automated telephone dialing equipment
to call certain types of telephone numbers, such as hospital emergency room
telephone numbers. In addition, the TCPA prohibits the initiation of telephone
calls to any residential telephone line using an artificial or prerecorded voice
to deliver a message without the prior consent of the called party. The federal
Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 (the TCFAPA)
broadly authorizes the Federal Trade Commission (the FTC) to issue regulations
prohibiting misrepresentation in telemarketing sales. In August 1995, the FTC
issued regulations under the TCFAPA which, among other things, prohibit
initiating an outbound telephone call to a person that has stated that he or she
does not wish to receive an outbound call on behalf of the seller whose goods or
services are being offered, prohibit calls at any time other than between 8:00
A.M. and 9:00 P.M. local time, require a telemarketer to make certain
disclosures to the person receiving the call, and prohibit misrepresentations
regarding the cost, terms, restrictions, or performance of products or services
offered by phone. To the best of the Company's knowledge, its telemarketing
procedures comply with all state and federal rules.

        A number of states have enacted or are considering legislation to
regulate telemarketing. For example, several states impose license or bond
requirements upon telemarketers. There are also several states that publish and
maintain a state run "Do Not Call List." The Company subscribes to these lists.
All



                                    2

<PAGE>

telephone numbers to be called by ACI are cross referenced against the "Do
Not Call" lists. "Do Not Call" numbers are then stricken from the lists of
telephone numbers to be called by ACI. From time to time bills are introduced in
the U.S. Congress or state legislatures that could further regulate certain
aspects of the telemarketing business. The Company cannot predict whether any
such proposed legislation will become law or what effect such laws would have on
the business of the Company.

        Several of the industries served by the Company are subject to varying
degrees of government regulation, particularly the financial services industry.
Clients in these industries are obligated to provide the Company with scripts
for the Company's telemarketers, which comply with applicable industry
regulations. Although compliance with these regulations is generally the
responsibility of the Company's clients, the Company could be subject to a
variety of enforcement or private actions for its failure or the failure of its
clients to comply with such regulations as the same relate to telemarketing
operations.

PERSONNEL

        The Company had approximately 1,600 full- and part-time employees as of
December 31, 2001. None of the Company's employees are subject to a collective
bargaining agreement and the Company believes its relationship with its
employees is good.

ITEM 2.           DESCRIPTION OF PROPERTY

FACILITIES

        The Company's corporate headquarters are located in Minneapolis,
Minnesota in a leased facility consisting of approximately 14,800 square feet of
office space. The lease expires on March 31, 2003.




                                       3
<PAGE>


        The Company also leases 12 contact center facilities in the Midwest,
California, and Quebec, Canada. Information related to those call centers is as
follows:

<TABLE>
<CAPTION>
                              Year Opened/                                                            Number of
      Location                  Acquired                   Term                 Expires             Workstations

<S>                              <C>                       <C>                   <C>                       <C>
Twin Valley, MN                  1993                      5 yr                  8/03                      40

Valley City, ND                  1995                      5 yr                  5/05                      48

Devils Lake, ND                  1996                 Month to Month              N/A                      32

Redfield, SD                     1997                 Month to Month              N/A                      48

Pierre, SD                       1997                      5 yr                  4/02                      40

Chadron, NE                      1997                      10 yr                 7/07                      60

Valentine, NE                    1998                      10 yr                 11/07                     33

Ogallala, NE                     1998                      10 yr                 1/08                      48

Schererville, IN                 1997                      6 yr                  3/07                      96

Redding, CA                      1999                      5 yr                  8/04                     144

Sherbrooke, PQ                   2000                      7 yr                  5/07                     194

Vaudreuil, PQ                    2001                      7 yr                  12/07                    104
                                                                                                        -----
Total  workstations at December 31, 2001                                                                  887
                                                                                                        =====
</TABLE>


ITEM 3.           LEGAL PROCEEDINGS

        The Company is also involved in other legal actions in the ordinary
course of its business. Although the outcomes of any such legal actions cannot
be predicted, management believes that there is no pending legal proceeding
against or involving the Company for which the outcome is likely to have a
material adverse effect upon the Company's financial position or results of
operations.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        There were no matters submitted to a vote of the shareholders of the
Company during the fourth quarter of 2001.




                                       4
<PAGE>


EXECUTIVE OFFICERS OF THE COMPANY

        The name and ages of all of the Company's executive officers and the
positions held by them are listed below.

Name                   Age              Position

Rick N. Diamond        39     Chairman of the Board, Chief Executive Officer,
                              Secretary, and Director

Gary B. Cohen          40     President and Director

Dana A. Olson          40     Chief Operating Officer

Lois J. Dirksen        46     Executive Vice President of Client Services

William E. Sorenson    41     Chief Information Officer


         RICK N. DIAMOND is cofounder of the Company and has served as the Chief
Executive Officer and a director of the Company since its inception in 1987.
Mr. Diamond holds a B.A. degree from the University of Wisconsin and J.D. degree
from Washington University in St. Louis, Missouri. Prior to and since founding
the Company, he has been active in community and business affairs.

         GARY B. COHEN is cofounder of the Company and has served as the
Company's President and as a director since its inception in 1987. Mr. Cohen
holds a B.S. degree from the University of Minnesota. Prior to and since
founding the Company, he has been active in community and business affairs.

         DANA A. OLSON joined ACI in September 1990, serving as shift manager
before becoming Operations Manager in April 1991 and Vice President of
Operations in March 1994. Mr. Olson was named Chief Operating Officer June 1,
1998. Mr. Olson attended Mankato State University, majoring in Business
Administration.

         LOIS J. DIRKSEN joined ACI as a Vice President in May 1995 and became
Executive Vice President of Client Services in August 2001. Prior to joining the
Company, Ms. Dirksen was Vice President of Sales for Rezound International, a
publisher of audio books, from April 1994 to May 1995 and Director of Direct
Response for Minnesota Mutual from March 1990 to April 1994. Ms. Dirksen holds a
B.S. degree in Political Science from Arizona State University.

         WILLIAM E. SORENSON joined ACI as Chief Information Officer in February
2000. Prior to joining the Company, Mr. Sorenson was Vice President of
Technology for Eliance Corp./WebHelp.com and a Technology Leader for Travelers
Express, Inc. for over ten years. Mr. Sorenson holds a B.A. degree from Bethel
College and is active in the technology community.





                                       5
<PAGE>


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Since June 11, 1999, the Company's Common Stock has been traded on the
over-the-counter markets of the National Association of Securities Dealer's
Electronic Bulletin Board under the symbol ACIT. On June 10, 1999, Nasdaq
informed the Company that it was being delisted from the Nasdaq SmallCap Market
where the Company's Common Stock had been traded since October 21, 1996. Prior
to October 21, 1996, the Company's Common Stock was not publicly traded. The
following table sets forth the high and low bid prices and the closing sales
prices for the Company's Common Stock as reported by OTC Bulletin Board. The bid
quotations represent interdealer prices without retail mark-ups, mark-downs or
commissions and may not necessarily represent actual transactions.

Year Ended December 31, 2001       High             Low             Close

        First Quarter            $  1.56          $ 0.81          $  0.91
        Second Quarter              2.00            0.85             1.60
        Third Quarter               2.35            0.80             0.80
        Fourth Quarter              1.15            0.80             1.00

Year Ended December 31, 2000       High             Low             Close

        First Quarter            $  3.38          $ 0.75          $  2.50
        Second Quarter              2.25            1.00             1.88
        Third Quarter               2.06            1.50             1.75
        Fourth Quarter              1.50            0.75             1.25


        On March 18, 2002, the fair market value of the Company's Common Stock
was $5,318,966 based on the average of the closing bid and asked prices on that
date. As of March 18, 2002, the Company had approximately 150 shareholders of
record. The Company estimates that an additional 430 stockholders own stock held
for their accounts at brokerage firms and financial institutions (commonly known
as "in street name").

        The Company has not paid cash dividends on its Common Stock since its
initial public offering of stock. The Board of Directors presently intends to
retain earnings for use in the Company's business and does not anticipate paying
cash dividends on Common Stock in the foreseeable future. Any future
determinations as to the payment of dividends will depend on the financial
condition of the Company and such other factors as are deemed relevant by the
Board of Directors. The Company's bank line of credit prohibits the payment of
cash dividends without the bank's consent.




                                       6
<PAGE>


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

        OVERVIEW

        ACI provides telephone-based sales and marketing services primarily to
the telecommunications, publishing, and financial services industries. The
Company operates twelve contact centers in five Midwest states, California, and
Sherbrooke and Vaudreuil, Canada, which as of December 31, 2001 had 887 outbound
and inbound calling workstations. The Company had approximately 1,600 full- and
part-time employees as of December 31, 2001.

        Revenues from telemarketing services are recognized as these services
are performed and are generally based on an hourly rate. Certain telemarketing
service revenues are performance-based. Cost of services includes compensation
and commissions for telephone sales representatives, payroll taxes, and other
benefits associated with such personnel, telephone expenses, and other direct
costs associated with providing services to customers. Selling, general, and
administrative expenses include administrative, sales, marketing, occupancy,
depreciation, and other indirect costs.

        RESULTS OF OPERATIONS

        The following table sets forth items from the Company's Statements of
Operations as percentages of net revenue:

<TABLE>
<CAPTION>

Years ended December 31,                                                2001             2000              1999

<S>                                                                    <C>               <C>              <C>
Net telemarketing revenue                                              100.0%            100.0%           100.0%
Cost of services                                                        52.7              56.1             59.0
Selling, general, and administrative expenses                           45.9              36.7             37.0
Impairment cost                                                          0.2               2.7
Operating income                                                         1.2               4.6              4.0
Other expense                                                           (1.0)             (0.6)            (0.4)
Income before income taxes                                               0.2               4.0              3.6
Income tax expense                                                       0.1               1.6              1.3
Net income                                                               0.1               2.4              2.3

</TABLE>


CRITICAL ACCOUNTING POLICIES

        In preparing the financial statements, the Company follows accounting
principles generally accepted in the United States of America, which in many
cases requires assumptions, estimates and judgments that affect the amounts
reported. Many of these policies are relatively straightforward. There are,
however, a few policies that are critical because they are important in
determining the financial condition and results of operations and they can be
difficult to apply. The most critical accounting policies applied in the
preparation of the Company's financial statements relate to:

        o  accounting for contingencies, under which the Company accrues an
           expense when it is probable that a liability has been incurred and
           the amount can be reasonably estimated;

        o  measuring impairment of long-lived assets

        o  accounting for economic development grants





                                       7
<PAGE>

        The difficulty in applying these policies arises from the assumptions,
estimates and judgments that have to be made currently about matters that are
inherently uncertain, such as future economic conditions, operating results and
valuations as well as management intentions. As the difficulty increases, the
level of precision decreases, meaning that actual results can and probably will
be different from those currently estimated. The Company bases its assumptions,
estimates and judgments on a combination of historical experiences and other
reasonable factors.

        Contingencies, by their nature, relate to uncertainties that require
management to exercise judgment both in assessing the likelihood that a
liability has been incurred as well as in estimating the amount of potential
expense.

        We review our long-lived assets, such as fixed assets and goodwill for
impairment whenever events or changes in circumstances indicate the carrying
value amount of an asset or group of assets may not be recoverable. We consider
a history of operating losses to be a primary indicator of potential asset
impairment. Assets are grouped and evaluated for impairment at the lowest level
for which there are identifiable cash flows. Fixed assets or goodwill is deemed
to be impaired if a forecast of undiscounted future operating cash flows
directly related to such assets is less than its carrying amount.

        As discussed in Note 5 of Notes to Consolidated Financial Statements,
the Company has many grant agreements, which have various different terms and
requirements. Most of the agreements require the Company to maintain a minimum
number of ongoing jobs and salary levels for a specific time period. The Company
believes that it has conformed with such agreements, however, significant
economic changes or the availability of labor in a call center market could
adversely affect the Company's ability to meet the agreement terms and
requirements.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

        REVENUE. Revenues for the year ended December 31, 2001 were $32,893,916,
an increase of $1,398,577 or 4% when compared to 2000 revenues of $31,495,339.
The increases in revenues and billable hours can primarily be attributed to
increased internal capacity that was the result of opening a new contact center
in January 2001. Because of the increased capacity, revenues derived from
outsourcing in 2001 decreased to less than 1% compared to 13% in 2000.

        Financial services clients provided 63% and 51% of total 2001 and 2000
revenues, respectively. Other industry segments for 2001 included
telecommunications (27%) and publishing (6%). During 2001, the Company's largest
client represented 16% of total revenue. During 2000, the Company's largest
client represented 21% of total revenue.

        In 2001, billable telemarketing hours increased 9% when compared to
2000; however, net revenue per billable telemarketing hour decreased by 4%.
During 2001, the Company opened one contact center in Vaudreuil, Quebec, Canada.
As of December 31, 2001, the Company operated a combined total of 887 inbound
and outbound contact center workstations compared to 775 inbound and outbound
call center workstations at December 31, 2000.

        COST OF SERVICES. Cost of services decreased 2% to $17,342,050 in 2001
from $17,657,512 in 2000. The decrease in costs of services is primarily the
result of the 99% decrease in outsourcing costs. The reduced utilization of
outsourcing was due to the Company's increased internal capacity that was the
result of opening a new contact center in January 2001. Outsourcing costs are
costs associated with the




                                       8
<PAGE>

utilization of other telemarketing companies for telemarketing some of the
Company's clients' programs. Outsourcing costs decreased to less than 1%, as a
percentage, of total revenue in 2001 compared to 11% of total 2000 revenue.
Increases in telemarketing service representative (TSR) labor and benefit costs
and long distance telephone costs partially offset the decrease in outsourcing
costs. TSR labor and benefit costs increased by 22% to $13,727,502, or 42% of
total revenue in 2001 as compared to $11,247,055, or 36% of total revenue in
2000. As a percentage of revenue, long distance telephone costs increased from
8% in 2000 to 10% in 2001. Without the effect of the economic development grant
(see Note 5 of Notes to Consolidated Financial Statements), cost of services
would have increased $316,575, or 2% to $19,125,815. For the year 2001, cost of
services was reduced by $1,783,765 for the economic development grants from the
governments of Quebec and Canada for new jobs created at the Company's
Sherbrooke and Vaudreuil contact centers. For the year 2000, cost of services
was reduced by $1,151,728 for the economic development grant from the government
of Quebec, Canada for new jobs created at the Company's Sherbrooke, Quebec
contact center.

        SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Selling, general, and
administrative expenses for 2001 increased by $3,539,641, or 31% to $15,084,216,
compared to $11,544,575 in 2000. As a percentage of revenue, selling, general,
and administrative expenses increased 9% to 46% in 2001 as compared to 37% in
2000. The increase in expenses in 2001 can primarily be attributed to expenses
associated with the contact centers that were opened in April 2000 and January
2001; an increase in costs of corporate personnel hired to handle increased
capacity and expansion of future product lines; and an increase in depreciation
expense associated with the contact centers opened in April 2000 and January
2001, relocation of the Merrillville, IN contact center to Schererville, IN, and
upgraded technology installed during 2001 and 2000. During 2001, without the
effect of the economic development grants (see Note 5 of Notes to Consolidated
Financial Statements), selling, general and administrative expenses would have
been $15,338,959, an increase of $3,567,548, or 30%, as compared to 2000. For
2001 and 2000, selling, general and administrative expenses were reduced by
$254,743 and $226,836, respectively, for the net economic development grants.

        IMPAIRMENT COST. During the fourth quarter of 2001, the Company recorded
a non-cash impairment of asset charge of $78,202 related to the write-down of
long-lived assets during the first quarter of 2002. During the third quarter of
2000, the Company recorded an impairment of asset charge of $846,745 related to
goodwill recorded from its August 1997 acquisition of EBCC. See discussion in
Note 1 of Notes to Consolidated Financial Statements.

        OPERATING INCOME (LOSS). As a result of the factors discussed above, the
Company recorded operating income of $389,448 compared to 2000 operating income
of $1,446,507. Operating loss for 2001 would have been $1,649,060 and operating
income for 2000 would have been $67,943 when the effect of the economic
development grant is not considered.

        OTHER INCOME AND EXPENSES, NET. Other expenses were $320,968 in 2001
compared to $188,226 in 2000. Net interest expense of $251,825 in 2001 compared
to net interest expense of $178,138 in 2000 was the result of an increase in
borrowing activity under the Company's line of credit and an increase in
equipment lease financing. Other expenses increased due to an increase in
foreign currency translation expense as a result of the opening of two contact
centers in Canada; one in April 200 and the other in January 2001.

        INCOME TAX EXPENSE. The Company recorded income tax expense of $27,000
in 2001 compared to $497,000 in 2000. The 2001 expense was recorded at 39.4%,
which is estimated to be the effective rate for federal and state taxes verses
39.5% used in 2000.



                                       9
<PAGE>

         NET INCOME (LOSS). Net income for 2001 was $41,480, or $0.01 per share
on a basic and diluted basis compared to net income of $761,281 or $0.13 per
share in 2000. When the effect of the economic development grants is not
considered, net loss for 2001 would have been $1,193,294, or $0.21 per share on
a basic and diluted basis as compared to net loss for 2000 of $72,773 or $0.01
per share on a basic and diluted basis.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

         REVENUE. Revenues for the year ended December 31, 2000 were
$31,495,339, an increase of $8,552,325 or 37% when compared to 1999 revenues of
$22,943,014. The Company derived 12% of its 2000 revenues from outsourcing
compared to 8% in 1999. The increases in revenues and billable hours can
primarily be attributed to increased internal capacity due to the opening of two
new call centers; one in September 1999 and the other in April 2000.

         Financial services clients provided 51% of total 2000 and 1999
revenues. Other industry segments for 2000 included telecommunications (28%) and
publishing (15%). During 2000, the Company's largest client represented 21% of
total revenue. During 1999, the Company's largest client represented 22% of
total revenue.

         In 2000, billable telemarketing hours increased 38% when compared to
1999; however, net revenue per billable telemarketing hour decreased by less
than 1%. During 2000, the Company opened one call center in Sherbrooke, Quebec,
Canada. As of December 31, 2000, the Company operated a combined total of 775
inbound and outbound call center workstations compared to 592 outbound call
center workstations at December 31, 1999.

         COST OF SERVICES. Cost of services increased 30% to $17,657,512 in 2000
from $13,536,871 in 1999. The increase in cost of services is primarily the
result of the 37% increase in revenues. As a percentage of revenue,
telemarketing service representative (TSR) labor and benefit cost decreased to
36% of revenue in 2000 from 41% of revenue in 1999. Outsourcing costs, which are
primarily costs associated with the utilization of other telemarketing companies
for telemarketing, increased by 117% to $3,477,647 from $1,605,340. Outsourcing
costs increased to 11% of total revenue in 2000 compared to 7% in 1999.
Outsourced telemarketing services had a cost of 85% compared to 52% for
internally generated telemarketing. Long distance telephone costs for
telemarketing operations in 2000 increased by 21% to $2,667,944 from $2,205,787;
however, as a percentage of total revenue, long distance telephone costs
decreased from 10% in 1999 to 8% in 2000, primarily as the result of a rate
decrease negotiated with the Company's long distance carrier, effective August
1, 1999. Without the effect of the economic development grant (see Note 5 of
Notes to Consolidated Financial Statements), cost of services would have
increased $5,272,370, or 39% to $18,809,241. For the year 2000, cost of services
was reduced by approximately $1,152,000 for the economic development grant
receivable from the province of Quebec for new jobs created at the Company's
Sherbrooke, Quebec call center.

         SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Selling, general, and
administrative expenses for 2000 increased by $3,058,213, or 36% to $11,544,575,
compared to $8,486,362 in 1999. As a percentage of revenue, selling, general,
and administrative expenses remained stable at 37% in 2000 compared to 1999. For
2000, selling, general, and administrative expenses were reduced by
approximately $227,000 for net economic development grants receivable (see Note
5 of Notes to Consolidated Financial Statements) from the province of Quebec for
new jobs created at the Company's Sherbrooke, Quebec call center.





                                       10
<PAGE>

        IMPAIRMENT COST. During the third quarter of 2000, the Company recorded
an impairment of asset charge of $846,745 related to goodwill recorded from its
August 1997 acquisition of EBCC. See discussion in Note 1 of Notes to
Consolidated Financial Statements.

        OPERATING INCOME. As a result of the factors discussed above, the
Company recorded operating income of $1,446,507 compared to 1999 operating
income of $919,781. Operating income for 2000 would have been $67,943 when the
effect of the economic development grant is not considered.

        OTHER INCOME AND EXPENSES, NET. Other expenses were $188,226 in 2000
compared to $83,652 in 1999. Net interest expense of $178,138 compared to net
interest expense of $77,931 in 1999 was the result of an increase in borrowing
activity under the Company's line of credit, an increase in equipment lease
financing and lower cash investment balances producing lower interest income.

        INCOME TAX EXPENSE. The Company recorded income tax expense of $497,000
in 2000 compared to $309,000 in 1999. The 2000 expense was recorded at 39.5%,
which is estimated to be the effective rate for federal and state taxes verses
37% used in 1999. The increase in the effective tax rate can primarily be
attributed to an increase in the state tax rate.

        NET INCOME (LOSS). Net income for 2000 was $761,281, or $0.13 per share
on a basic and diluted basis compared to net income of $527,129 or $.09 per
share in 1999. When the effect of the economic development grant is not
considered, net loss for 2000 would have been $72,773, or $.01 per share on a
basic and diluted basis.

        LIQUIDITY AND CAPITAL RESOURCES

        At December 31, 2001, the Company had cash and cash equivalents of
$1,459,214 compared to $100,607 and $199,295 at December 31, 2000 and 1999,
respectively. Cash provided by operating activities was $6,729,210 and
$1,725,318, respectively, in 2001 and 2000 compared to cash used by operating
activities of $1,455,758 in 1999. Cash provided by operating activities in 2001
was primarily from $4,384,453 of changes in working capital components related
to the cash received from trade and grant receivable, depreciation and
amortization of $2,106,281, net income of $41,480 and other noncash charges of
$196,996. Cash provided by operating activities in 2000 was primarily from net
income of $761,281 plus depreciation and amortization of $1,320,660 and other
noncash charges of $1,081,976. Cash used by operating activities in 2000 was
$1,438,599 of changes in working capital components related to the growth of the
Company. Cash used by operating activities in 1999 was primarily $3,149,942 of
changes in working capital components related to the growth of the Company
offset by depreciation and amortization of $1,098,935 and other non-cash charges
of $68,120. Cash provided by operating activities in 1999 was primarily from net
income of $527,129.

        Net cash used by investing activities in 2001, 2000, and 1999 was
$2,449,594, $3,102,514, and $261,061, respectively. During 2001, cash used by
investing activities was primarily expenditures for property and equipment of
$3,056,539 related to the new Vaudreuil contact center opened in January 2001
and upgrades on equipment and technology, which was partially offset by a
decrease of $606,945 in deposits on equipment and technology. The primary use of
cash by investing activities in 2000 was expenditures for property and equipment
of $2,412,643 related to the opening of the Sherbrooke call center in April 2000
and deposits of approximately $544,000 on equipment for the setup of the new
Vaudreuil call center in January 2001 and the expansion of current call centers.
The primary use of cash by investing activities in 1999 was expenditures for
property and equipment of $307,303 related to




                                       11
<PAGE>

opening of the Sherbrooke call center and upgrading calling systems. These
expenditures were partially offset by the proceeds from the sale of assets.

        Net cash used by financing activities in 2001 was $2,921,009 compared to
net cash provided in 2000 and 1999 of $1,278,508 and $615,433, respectively.
During 2001, the primary use of cash by financing activities was net repayments
of $2,501,617 on the revolving line of credit plus capital lease repayments of
$628,660. These uses of cash were offset by proceeds of $202,634 from equipment
acquired through capital leases and proceeds of $6,634 from the issuance of
common stock in the Employee Stock Purchase Plan. Net cash provided by financing
activities in 2000 consisted of net borrowings from the revolving line of credit
totaling $1,651,617 plus proceeds of $14,824 from the issuance of common stock
in the Employee Stock Purchase Plan and exercise of stock options. The primary
use of cash by financing activities in 2000 was the repayments of long-term debt
and capital leases of $387,933. Net cash provided by financing activities in
1999 consisted of net borrowings from the revolving line of credit totaling
$850,000 plus proceeds of $8,086 from the issuance of common stock in the
Employee Stock Purchase Plan and exercise of stock options. These proceeds were
offset by repayments of long-term debt and capital leases of $242,653 in 1999.
As a result, net cash and cash equivalents increased $1,358,607 in 2001 and
decreased by $98,688 and $1,101,386, respectively in 2000 and 1999.

        The Company has historically used cash from operating activities, bank
borrowings, capital leases, and public and private sector financing in
connection with the opening of contact centers as its primary sources of
liquidity. The public and private sector (grants/financings) included
low-interest rate loans, forgivable loan arrangements, and reimbursement for
certain expenses and leasehold improvements. In 2001, the Company financed its
activities with grant monies received from the provincal government of Quebec,
Canada and the federal government of Canada, borrowings against its line of
credit, and the financing of $1,032,339 of asset purchases through capital
leases. The Company currently operates under a $4,000,000 Revolving Credit Loan
Agreement dated August 16, 2001. The loan accrues interest at the prime rate on
outstanding borrowings (4.75% at December 31, 2001). The borrowing base
includes, and is secured by, certain accounts receivable and furniture and
equipment. The loan agreement also contains provisions requiring compliance with
certain financial covenants including prohibiting the payment of cash dividends
without the bank's consent. The Revolving Credit Loan Agreement expires on July
31, 2002. At December 31, 2001, the Company had no outstanding borrowings under
the Revolving Credit Loan Agreement with an available credit line of $4,000,000.
On March 23, 2001, the Company and its lending institution executed an agreement
which allowed for a one-time advance of $763,000 on a term note with a maturity
date of September 30, 2001, and accruing interest at the prime rate on
outstanding borrowings. As of September 30, 2001, this advance had been repaid.

        The Revolving Credit Loan Agreement requires the Company to meet certain
financial covenants, which are calculated based upon total debt levels, tangible
net worth, debt service, capital expenditures, and working capital. The Company
was in compliance with all debt covenants at December 31, 2001.

        The Company believes that funds available at December 31, 2001 together
with funds that should be generated from future operations, amounts available
under the renegotiated Revolving Credit Loan Arrangement, and funds obtained
through equipment financing leases will be sufficient to finance its current and
future business operations including working capital requirements, although
there can be no guarantee that these funds will be available at terms acceptable
to the Company, if at all.




                                       12
<PAGE>


        OUTLOOK

        Certain of the statements contained in the Letter to Shareholders and
repeated in this section are "forward-looking statements" made under the safe
harbor provision of the Securities Litigation Reform Act. The following
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
such statements.

        Management believes that total marketing expenditures by U.S. companies
directed toward telemarketing will continue to grow and that the trend for these
companies will be towards outsourcing their telemarketing programs to companies
like ACI. In addition, the Company believes that Internet-based online customer
service support is the next step in consumer contact and may be a growth
opportunity in 2002. The Company anticipates that demands for its traditional
outbound telemarketing services will continue to grow in 2002 along with growth
in inbound telemarketing and Internet customer service business. In order to
meet this increased demand for outbound and inbound telemarketing services and
Internet-based customer service, the Company has signed a letter of intent to
lease a new 150-seat contact center during 2002 in Caplan, Quebec, Canada. In
2002, the Company expects to spend approximately $1,000,000, on capital
expenditures to equip the new Caplan, Quebec, Canada call center and for other
minor business applications. The Company intends to finance the majority of its
capital expenditure needs through equipment financing leases; however, there is
no assurance that equipment financing leases will be available at terms
acceptable to the Company.

        There is no assurance that the Company's marketing efforts will generate
new business or that businesses will continue to outsource their telemarketing
needs. As is common in the telemarketing industry, the Company's projects are
often not subject to formal contracts and the agreements with its clients do not
assure that ACI will generate a specific level of revenue, do not designate ACI
as the client's exclusive service provider, and are terminable by the client on
relatively short notice and without penalty. In addition, the amount of revenues
ACI generates from a particular client generally is dependent upon their
customers' interest in, and use of, the client's products or services. While the
Company anticipates an increase in demand for its services in 2002, there is no
assurance that the Company, due to the current low unemployment levels in
communities where the Company has its older contact centers, will be able to
hire and train sufficient telemarketing sales representatives to fully utilize
the capacity to meet anticipated increased demands for the Company's services.
As discussed in Item 1, changes in government regulations could have a
significant impact on the performance of the Company.





                                       13
<PAGE>


        NEW ACCOUNTING PRONOUNCEMENTS

        In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, BUSINESS
COMBINATIONS. SFAS No. 141 requires the use of the purchase method of accounting
for all business combinations initiated after June 30, 2001 and all acquisitions
dated July 1, 2001 or later. In July 1, 2001 the Company adopted the provision
of SFAS No. 141. Management has determined that SFAS No. 141 does not have a
material impact on the Company's financial position and results of operations.

        In July 2001, the FASB also issued SFAS No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS. SFAS No. 142 establishes new standards for accounting for
goodwill and other intangible assets and is effective for the Company on January
1, 2002. Management has determined that SFAS No. 142 does not have a material
impact on the Company's financial position or results of operations.

        In June 2001, the FASB issued SFAS No. 143, ACCOUNTING FOR ASSET
RETIREMENT OBLIGATIONS. SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement cost. SFAS No. 143 applies to legal
obligations associated with the retirement of long-lived assets, except for
certain obligations of lessees. SFAS No. 143 amends SFAS No. 19, FINANCIAL
ACCOUNTING AND REPORTING BY OIL AND GAS PRODUCING COMPANIES. SFAS No. 143 is
effective for the Company on January 1, 2003. Management is currently assessing
what impact, if any, SFAS No. 143 will have on the Company's financial position
or results of operations.

        In August 2001, the FASB also issued SFAS No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long lived assets and
supersedes SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, REPORTING THE RESULTS
OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS,
AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS,
for the disposal of a segment of a business (as previously defined in that
Opinion). SFAS No. 144 also amends Accounting Research Bulletin No. 51,
CONSOLIDATED FINANCIAL STATEMENTS, to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. SFAS No. 144 was
effective for the Company on January 1, 2002. The Company does not expect SFAS
No. 144 to have a material effect on the Company's financial position or results
of operations.

        On January 1, 2001, the Company adopted SFAS No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, as amended by SFAS No. 138,
ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES.
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires that all derivatives,
including those embedded in other contracts, be recognized as either assets or
liabilities and that those financial instruments be measured at fair value. The
accounting for changes in the fair value of derivatives depends on their
intended use and designation. Management has reviewed the requirements of SFAS
No. 133 and has determined that they have no freestanding or embedded
derivatives. All contracts that contain provisions meeting the definition of a
derivative also meet the requirements of, and have been designated as, normal
purchases or sales. The Company's policy is to not use freestanding derivatives
and to not enter into contracts with terms that cannot be designated as normal
purchases or sales.



                                       14
<PAGE>

        INFLATION

        Inflation has not had a material impact on operating results, and the
Company does not expect it to have a significant impact in the future. However,
there can be no assurance that the Company's business will not be affected by
inflation in the future.

        QUARTERLY RESULTS

        The telemarketing industry tends to be slower in the first and third
quarters of the year because client marketing and customer service programs are
typically slower in the post holiday and summer months. The Company has
experienced and expects to continue to experience quarterly variations in
revenues and operating income principally as a result of the timing of clients'
telemarketing campaigns, the commencement of new contracts, changes in the
Company's revenue mix, and the additional selling, general, and administrative
expenses to acquire and support such new business.























                                       15
<PAGE>


ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following financial statements of the Company are included herein:

               Independent Auditors' Report
               Consolidated Balance Sheets - December 31, 2001 and 2000
               Consolidated Statements of Operations - December 31, 2001, 2000,
               and 1999
               Consolidated Statements of Cash Flows - December 31, 2001, 2000,
               and 1999
               Consolidated Statements of Shareholders' Equity - December 31,
               2001, 2000, and 1999
               Notes to Consolidated Financial Statements - December 31, 2001,
               2000, and 1999
























                                       16
<PAGE>










INDEPENDENT AUDITORS' REPORT



Board of Directors and Shareholders of ACI Telecentrics, Inc.


We have audited the accompanying consolidated balance sheets of ACI
Telecentrics, Inc. and subsidiary (the Company) as of December 31, 2001 and 2000
and the related consolidated statements of operations, shareholders' equity and
cash flow for each of the three years in the period ended December 31, 2001.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2001 and 2000 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.


/s/ Deloitte & Touche LLP


Minneapolis, Minnesota
March 27, 2002














                                       17
<PAGE>


ACI TELECENTRICS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                              2001          2000
<S>                                                                        <C>           <C>
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                               $ 1,459,214   $   100,607
   Trade receivables, less allowance for doubtful accounts of $199,000
     and $231,000, respectively                                              3,691,111     6,496,246
   Deferred income taxes (Note 9)                                              911,000       590,000
   Prepaid expenses                                                            141,120       248,547
   Grant receivable                                                            677,341     1,013,005
   Other current assets                                                          1,110       435,490
                                                                           -----------   -----------
           Total current assets                                              6,880,896     8,883,895

Property and equipment, net of accumulated depreciation (Note 2)             6,094,392     4,431,758

Other assets                                                                   140,360       747,305
                                                                           -----------   -----------
                                                                           $13,115,648   $14,062,958
                                                                           ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Revolving line of credit (Note 3)                                                     $ 2,501,617
   Trade accounts payable                                                  $ 1,481,408     2,028,418
   Accrued compensation                                                        746,630       580,810
   Accrued expenses                                                            281,266        80,143
   Income taxes payable (Note 9)                                                92,282       119,230
   Current portion capital lease obligations (Note 3)                          669,731       400,909
   Current portion of deferred grant revenue (Note 5)                        1,070,530       140,000
                                                                           -----------   -----------
           Total current liabilities                                         4,341,847     5,851,127

LONG-TERM LIABILITIES:
   Capital lease obligations, less current portion (Note 3)                    774,217       639,361
   Deferred grant revenue, less current portion (Note 5)                        20,000       140,000
   Deferred income taxes (Note 9)                                            1,059,000       560,000
                                                                           -----------   -----------
           Total long-term liabilities                                       1,853,217     1,339,361

COMMITMENTS AND CONTINGENCIES (Notes 4 and 8)

SHAREHOLDERS' EQUITY (Note 7):
   Common stock, no par value; 15,000,000 shares authorized;
     5,781,485 and 5,775,241 shares issued and outstanding, respectively     6,659,989     6,653,355
   Retained earnings                                                           260,595       219,115
                                                                           -----------   -----------
           Total shareholders' equity                                        6,920,584     6,872,470
                                                                           -----------   -----------
                                                                           $13,115,648   $14,062,958
                                                                           ===========   ===========

</TABLE>

See accompanying notes to consolidated financial statements.






                                       18
<PAGE>


ACI TELECENTRICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                              2001            2000            1999
<S>                                      <C>             <C>             <C>
TELEMARKETING REVENUES:
   Outbound revenue                      $ 31,739,390    $ 31,369,848    $ 22,943,014
   Inbound revenue                          1,154,526         125,491
                                         ------------    ------------    ------------
            Total revenue                  32,893,916      31,495,339      22,943,014

COST OF SERVICES                           17,342,050      17,657,512      13,536,871

SELLING, GENERAL, AND
   ADMINISTRATIVE EXPENSES                 15,084,216      11,544,575       8,486,362

IMPAIRMENT COSTS (Note 1)                      78,202         846,745
                                         ------------    ------------    ------------
            Total costs                    32,504,468      30,048,832      22,023,233
                                         ------------    ------------    ------------

OPERATING INCOME                              389,448       1,446,507         919,781

OTHER INCOME (EXPENSE):
   Interest income                             25,482          16,353          15,633
   Interest expense                          (277,307)       (194,491)        (93,564)
   Other, net                                 (69,143)        (10,088)         (5,721)
                                         ------------    ------------    ------------
            Total other expense              (320,968)       (188,226)        (83,652)
                                         ------------    ------------    ------------

INCOME BEFORE INCOME TAXES                     68,480       1,258,281         836,129

INCOME TAX EXPENSE                             27,000         497,000         309,000
                                         ------------    ------------    ------------

NET INCOME                               $     41,480    $    761,281    $    527,129
                                         ============    ============    ============

BASIC AND DILUTED NET INCOME PER SHARE   $        .01    $        .13    $        .09
                                         ============    ============    ============

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING:
   Basic                                    5,781,468       5,770,910       5,749,614
                                         ============    ============    ============
   Diluted                                  5,869,049       5,995,260       5,765,264
                                         ============    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.






                                       19
<PAGE>


ACI TELECENTRICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                       2001            2000            1999
<S>                                                               <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                     $     41,480    $    761,281    $    527,129
   Adjustments to reconcile net income to net cash provided
       by (used in) operating activities:
     Depreciation and amortization                                   2,106,281       1,320,660       1,098,935
     Provision for losses on accounts receivable                        41,668         200,000
     Amortization of deferred grant revenue                           (140,000)       (150,700)       (233,901)
     Deferred income taxes                                             178,000         186,000         286,000
     Noncash impairment cost                                            78,202         846,745
     Equity based compensation                                                                          10,300
     Loss (gain) on disposal of assets                                  39,126             (69)          5,721
     Changes in operating assets and liabilities:
       Trade receivables                                             2,763,467      (1,282,895)     (3,956,920)
       Prepaid expenses                                                107,427         (41,706)        (14,831)
       Grant receivable                                                335,664      (1,013,005)
       Other current assets                                            434,380        (433,994)         49,278
       Deferred grants                                                 950,530
       Accounts payable, accrued compensation
         and accrued expenses                                         (180,067)      1,193,459         808,556
       Income taxes                                                    (26,948)        139,542         (36,025)
                                                                  ------------    ------------    ------------
            Net cash provided by (used in) operating activities      6,729,210       1,725,318      (1,455,758)

CASH FLOWS UTILIZED IN INVESTING ACTIVITIES:
   Purchases of property and equipment                              (3,056,539)     (2,412,643)       (307,303)
   Decrease in other assets                                                                             17,865
   Proceeds from sale of assets                                                                         40,000
   Decrease (increase) in deposits                                     606,945        (689,871)        (11,623)
                                                                  ------------    ------------    ------------
            Net cash used in investing activities                   (2,449,594)     (3,102,514)       (261,061)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock                            6,634          14,824           8,086
   Proceeds from revolving line of credit                           13,106,221      19,015,556       3,800,000
   Payments on revolving line of credit                            (15,607,838)    (17,363,939)     (2,950,000)
   Repayments on capital leases                                       (628,660)       (387,933)       (242,653)
   Proceeds from equipment acquired through capital leases             202,634
                                                                  ------------    ------------    ------------
            Net cash (used in) provided by financing activities     (2,921,009)      1,278,508         615,433
                                                                  ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                 1,358,607         (98,688)     (1,101,386)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                         100,607         199,295       1,300,681
                                                                  ------------    ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                          $  1,459,214    $    100,607    $    199,295
                                                                  ============    ============    ============

</TABLE>

See accompanying notes to consolidated financial statements.







                                       20
<PAGE>


ACI TELECENTRICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                            COMMON STOCK
                                                            ------------                RETAINED
                                                        SHARES          AMOUNT          EARNINGS          TOTAL

<S>                                                     <C>           <C>             <C>              <C>
BALANCES AT DECEMBER 31, 1998                           5,731,471     $  6,620,145    $ (1,069,295)    $  5,550,850

   Proceeds from stock options exercised                    1,000              500                              500
   Equity based compensation                                                10,300                           10,300
   Issuance of common stock under the
     Employee Stock Purchase Plan                          23,796            7,586                            7,586
   Net income                                                                              527,129          527,129
                                                     ------------     ------------    ------------     ------------

BALANCES AT DECEMBER 31, 1999                           5,756,267        6,638,531        (542,166)       6,096,365

   Proceeds from stock options exercised                    1,000              500                              500
   Issuance of common stock under the
     Employee Stock Purchase Plan                          17,974           14,324                           14,324
   Net income                                                                              761,281          761,281
                                                     ------------     ------------    ------------     ------------

BALANCES AT DECEMBER 31, 2000                           5,775,241        6,653,355         219,115        6,872,470

   Issuance of common stock under the
     Employee Stock Purchase Plan                           6,244            6,634                            6,634
   Net income                                                                               41,480           41,480
                                                     ------------     ------------    ------------     ------------

BALANCES AT DECEMBER 31, 2001                           5,781,485     $  6,659,989    $    260,595     $  6,920,584
                                                     ============     ============    ============     ============

</TABLE>

See accompanying notes to consolidated financial statements.







                                       21
<PAGE>


ACI TELECENTRICS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
--------------------------------------------------------------------------------
1.      DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        ORGANIZATION AND NATURE OF BUSINESS - ACI Telecentrics, Incorporated
        (ACI) provides telephone-based sales and marketing services primarily to
        the telecommunications, publishing and financial services industries.
        ACI was established in 1987 in Minneapolis, Minnesota. Since that time,
        the Company has opened additional call center locations in Twin Valley,
        Minnesota; Valley City and Devils Lake, North Dakota; Redfield and
        Pierre, South Dakota; Chadron, Valentine, and Ogallala, Nebraska;
        Redding, California; Sherbrooke, and Vaudreuil, Quebec. Call centers
        open prior to June 1996 were operated as affiliated corporations through
        common ownership. Effective June 28, 1996, Automated Communications
        Incorporated and its affiliated companies were merged to form ACI
        Telecentrics, Incorporated. These financial statements include the
        results of operations of all companies for all periods presented.
        Effective April 7, 2000, the Company established the wholly owned
        subsidiary Corporation ACI Telecentrics Du Quebec, Inc.

        PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
        include the accounts of the Company and its wholly owned subsidiary,
        Corporation ACI Telecentrics Du Quebec, Inc., after elimination of
        intercompany transactions. Consolidated operations are included for 2001
        and 2000.

        REVENUE RECOGNITION - Revenues from telemarketing services recognized as
        services are provided, primarily based on hours incurred. Performance
        based revenues are recognized when sales are verified.

        USE OF ESTIMATES - The preparation of financial statements in conformity
        with accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that
        affect the reported amounts of assets and liabilities and disclosure 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 could differ from those estimates.

        CASH EQUIVALENTS - Short-term investments, generally with a maturity of
        three months or less from the date of purchase, are classified as cash
        equivalents.

        GOODWILL - Goodwill represents the difference between the purchase price
        of an acquired business and the fair value of its net assets when
        accounted for by the purchase method. Goodwill was amortized on a
        straight-line basis over 15 years. An impairment loss of $846,745 was
        recognized during 2000 related to goodwill recorded from its EBCC
        acquisition of August 1, 1997. The Company concluded an impairment
        charge was required based on projections of future cash flows to which
        the goodwill relates.

        PROPERTY AND EQUIPMENT - Property and equipment are carried at cost.
        Depreciation is based on the straight-line method over estimated useful
        lives of the assets ranging from three to ten years.



                                       22
<PAGE>

        IMPAIRMENT OF LONG-LIVED ASSETS - During the first quarter of 2002, the
        Company transferred certain assets and the operations of three of its
        smaller contact centers to new owners because the facilities were
        outside of the Company's long-term operational strategy. As a result of
        this transfer, the Company recorded a non-cash impairment charge of
        $78,202 in 2001 based on projected future cash flows on the assets to be
        transferred.

        The Company periodically reviews its intangibles and property and
        equipment to determine potential impairment by comparing the carrying
        value of the assets with estimated future cash flows expected to result
        from the use of assets. Should the sum of the expected future cash flows
        be less than the carrying value, the Company would recognize an
        impairment loss.

        FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS - The estimated fair
        value of long-term debt and capital lease obligations approximates its
        carrying value due to variable rates of interest or fixed rates, which
        approximate current market rates. The fair value of all other financial
        instruments, other than investments as discussed above, approximates the
        carrying value due to the short-term nature of the financial
        instruments.

        INCOME TAXES - Deferred income tax assets and liabilities are recognized
        for the future tax consequences attributable to differences between the
        financial statement carrying amounts of existing assets and liabilities
        and their respective tax bases. Deferred tax assets and liabilities are
        measured using enacted tax rates expected to apply to taxable income in
        the years in which those temporary differences are expected to be
        recovered or settled. Income tax expense (benefit) is the tax payable
        (receivable) for the period and the change in deferred income tax assets
        and liabilities during the period.

        SEGMENT INFORMATION - In 1998, the Company adopted Statement of
        Financial Accounting Standards (SFAS) No. 131, DISCLOSURES ABOUT
        SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. SFAS No. 131
        establishes standards for reporting operating segment information based
        upon how the Company manages its operations. The Company manages its
        business as one operating segment.

        COMPREHENSIVE INCOME - In 1998, the Company also adopted SFAS No. 130,
        REPORTING COMPREHENSIVE INCOME, which establishes standards for the
        reporting of comprehensive income and its components. Comprehensive
        income is defined as the change in equity during the period of a
        business enterprise resulting from transactions and other events and
        circumstances from non-owner sources. Implementation of SFAS 130 did not
        have an effect on the Company's financial statements because
        comprehensive income (loss) is the same as the Company's net income
        (loss).

        NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the Financial Accounting
        Standards Board (FASB) issued Statement of Financial Accounting
        Standards (SFAS) No. 141, BUSINESS COMBINATIONS. SFAS No. 141 requires
        the use of the purchase method of accounting for all business
        combinations initiated after June 30, 2001 and all acquisitions dated
        July 1, 2001 or later. In July 1, 2001 the Company adopted the provision
        of SFAS No. 141. Management has determined that SFAS No. 141 does not
        have a material impact on the Company's financial position and results
        of operations.

        In July 2001, the FASB also issued SFAS No. 142, GOODWILL AND OTHER
        INTANGIBLE ASSETS. SFAS No. 142 establishes new standards for accounting
        for goodwill and other intangible assets and is effective for the
        Company on January 1, 2002. Management has determined that SFAS No. 142
        does not have a material impact on the Company's financial position or
        results of operations.



                                       23
<PAGE>

        In June 2001, the FASB issued SFAS No. 143, ACCOUNTING FOR ASSET
        RETIREMENT OBLIGATIONS. SFAS No. 143 addresses financial accounting and
        reporting for obligations associated with the retirement of tangible
        long-lived assets and the associated asset retirement cost. SFAS No. 143
        applies to legal obligations associated with the retirement of
        long-lived assets, except for certain obligations of lessees. SFAS No.
        143 amends SFAS No. 19, FINANCIAL ACCOUNTING AND REPORTING BY OIL AND
        GAS PRODUCING COMPANIES. SFAS No. 143 is effective for the Company on
        January 1, 2003. Management is currently assessing what impact, if any,
        SFAS No. 143 will have on the Company's financial position or results of
        operations.

        In August 2001, the FASB also issued SFAS No. 144, ACCOUNTING FOR THE
        IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS No. 144 addresses
        financial accounting and reporting for the impairment or disposal of
        long lived assets and supersedes SFAS No. 121, ACCOUNTING FOR THE
        IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED
        OF, and the accounting and reporting provisions of Accounting Principles
        Board Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS - REPORTING
        THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY,
        UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS, for the
        disposal of a segment of a business (as previously defined in that
        Opinion). SFAS No. 144 also amends Accounting Research Bulletin No. 51,
        CONSOLIDATED FINANCIAL STATEMENTS, to eliminate the exception to
        consolidation for a subsidiary for which control is likely to be
        temporary. SFAS No. 144 was effective for the Company on January 1,
        2002. The Company does not expect SFAS No. 144 to have a material effect
        on the Company's financial position or results of operations.

        On January 1, 2001, the Company adopted SFAS No. 133, ACCOUNTING FOR
        DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, as amended by SFAS No.
        138, ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING
        ACTIVITIES. SFAS No. 133 establishes accounting and reporting standards
        for derivative instruments and for hedging activities. It requires that
        all derivatives, including those embedded in other contracts, be
        recognized as either assets or liabilities and that those financial
        instruments be measured at fair value. The accounting for changes in the
        fair value of derivatives depends on their intended use and designation.
        Management has reviewed the requirements of SFAS No. 133 and has
        determined that they have no freestanding or embedded derivatives. All
        contracts that contain provisions meeting the definition of a derivative
        also meet the requirements of, and have been designated as, normal
        purchases or sales. The Company's policy is to not use freestanding
        derivatives and to not enter into contracts with terms that cannot be
        designated as normal purchases or sales.













                                       24
<PAGE>


2.      PROPERTY AND EQUIPMENT

        Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                     2001              2000

<S>                                                              <C>              <C>
        Furniture                                                $   1,862,921    $    1,554,296
        Equipment                                                    8,988,406         6,344,883
        Leasehold Improvements                                         415,340           152,772
                                                                 -------------    --------------
                                                                    11,266,667         8,051,951
        Less accumulated depreciation and amortization               5,172,275         3,620,193
                                                                 -------------    --------------
        Net property and equipment                               $   6,094,392    $    4,431,758
                                                                 =============    ==============
</TABLE>

        CAPITALIZED LEASES - For the years ended December 31, 2001 and 2000, the
        Company had equipment under capitalized leases totaling $2,534,748 and
        $1,764,847, respectively. Related accumulated depreciation of the
        equipment under capitalized leases totaled $936,093 and $587,946 at
        December 31, 2001 and 2000, respectively. Amortization of equipment
        under capital leases is included in depreciation expense.

        CAPITALIZED SOFTWARE - The Company capitalizes certain costs related to
        purchased and developed computer software for internal use. At December
        31, 2001 and 2000, the Company had capitalized software of $623,807 and
        $259,311, respectively. Related accumulated depreciation of the software
        totaled $140,291 and $86,437, respectively. Amortization is provided on
        a straight-line basis over estimated useful lives of three years and is
        included in depreciation expense.

3.      CAPITAL LEASE OBLIGATIONS AND REVOLVING LINE OF CREDIT

        Capitalized lease obligations consist of the following at December 31:

<TABLE>
<CAPTION>
                                                             2001              2000
<S>                                                      <C>              <C>
        Capitalized leases                               $   1,443,948    $    1,040,270
        Less current portion                                   669,731           400,909
                                                         -------------    --------------
        Capitalized lease obligations                    $     774,217    $      639,361
                                                         =============    ==============
</TABLE>

        Maturities of capitalized lease obligations are as follows:

        Year ending December 31:

<TABLE>

<S>     <C>                                                         <C>
        2002                                                        $     772,061
        2003                                                              529,017
        2004                                                              219,866
        2005                                                               82,838
        2006                                                               11,327
                                                                    -------------
        Total                                                           1,615,109
        Less amounts representing interest                                171,161
                                                                    -------------
        Present value of net minimum lease payments                 $   1,443,948
                                                                    =============
</TABLE>





                                       25
<PAGE>

        The Company currently operates under a $4,000,000 Revolving Credit Loan
        Agreement dated August 16, 2001. The loan accrues interest at the prime
        rate on outstanding borrowings (4.75% at December 31, 2001). The
        borrowing base includes, and is secured by, certain accounts receivable
        and furniture and equipment. The loan agreement also contains provisions
        requiring compliance with certain financial covenants including
        prohibiting the payment of cash dividends without the bank's consent.
        The Revolving Credit Loan Agreement expires on July 31, 2002. At
        December 31, 2001, the Company had no outstanding borrowings under the
        Revolving Credit Loan Agreement with an available credit line of
        $4,000,000. On March 23, 2001, the Company and its lending institution
        executed an agreement which allowed for a one-time advance of $763,000
        on a term note with a maturity date of September 30, 2001, and accruing
        interest at the prime rate on outstanding borrowings. As of September
        30, 2001, this advance had been repaid.

        The Revolving Credit Loan Agreement requires the Company to meet certain
        financial covenants, which are calculated based upon total debt levels,
        tangible net worth, debt service, capital expenditures, and working
        capital. The Company was in compliance with all debt covenants at
        December 31, 2001. The Company's management believes the Company will be
        able to maintain compliance with its debt covenants through December 31,
        2002.

4.      OPERATING LEASES

        The Company has various operating leases for its corporate office and 12
        contact centers. Several of the operating leases contain renewal
        provisions.

        At December 31, 2001, future minimum lease payments under operating and
        capital leases that have initial noncancelable lease terms in excess of
        one year, not including shared operating costs, are as follows:

        Year ending December 31:

        2002                                                $      996,119
        2003                                                       833,509
        2004                                                       736,947
        2005                                                       658,996
        2006                                                       665,296
        Thereafter                                                 360,651
                                                            --------------
                                                            $    4,251,518

        Rent expense incurred on all operating leases was approximately
        $1,338,662, $831,691, and $571,000 for the years ended December 31,
        2001, 2000, and 1999, respectively.

5.      GRANT AGREEMENTS

        One of the Company's strategies is to locate its call centers in
        smaller, more rural communities. These communities often provide
        advantageous economic incentives for locating facilities in these areas.
        These incentives include grants, low interest loans, favorable facility
        leases, funds for employee training, and equipment subsidies.

        During the first quarter of 2001, the Company entered into a financial
        contribution agreement with the Government of Quebec, Canada. Under the
        agreement the Company agreed to open a contact center in Vaudreuil,
        Quebec, Canada for certain financial incentives. These incentives




                                       26
<PAGE>

        are based upon providing sustained employment for three years and are
        awarded based on each job created. The Company must maintain a minimum
        of 50 ongoing jobs but can create up to 626 for which it will receive
        financial contributions. If there is a decrease in cumulative jobs
        created, future reimbursement is limited until the Company exceeds
        previously reimbursed employment levels. During 2001, the Company
        recorded $1,085,278 in assistance from the Government of Quebec. At
        December 31, 2001, $153,710 was receivable under this agreement. As of
        December 31, 2001, the Company had current and noncurrent deferred
        recognition of grant income totaling $493,799 as required to conform to
        the terms of the grant. Payment of the grants receivable as of December
        31, 2001, will be received at various dates over the next nine months.

        During the first quarter of 2001, the Company entered into a financial
        contribution agreement with the Federal Government of Canada. Under the
        agreement, the Company agreed to create 437 fulltime equivalent jobs by
        the end of March 31, 2002. These incentives are based upon providing
        employment with minimum salary levels. During 2001, the Company recorded
        $781,714 in assistance from the Government of Canada. At December 31,
        2001, $180,798 was receivable under this agreement. Payment for these
        incentives are payable within 90 days.

        During the first quarter of 2001, the Company entered into a financial
        contribution agreement with the Government of Quebec, Canada. Under the
        agreement, the Company was reimbursed for training costs associated with
        the Sherbrooke contact center. During 2001, the Company recorded
        $107,780 in assistance from the Government of Quebec.

        During the year ended 2000, the Company entered into a financial
        contribution agreement with the Government of Quebec, Canada to open a
        contact center in Sherbrooke, Quebec, Canada. At December 31, 2000,
        $1,103,005 was receivable under this agreement. During 2001, the Company
        recorded $63,736 in total assistance from the government of Quebec. At
        December 31, 2001, $342,833 was receivable under this agreement. As of
        December 31, 2001, the Company had current and noncurrent deferred
        recognition of grant income totaling $456,731 as required to conform to
        the terms of the grant. Payments of the grants receivable as of December
        31, 2001, will be received at various dates over the next nine months.

        A repayment of the above discussed grants may be required if the Company
        does not meet certain minimum job creation requirements. The management
        of the Company does not believe that any of the grant assistance
        recorded as of December 31, 2001, will be refundable.

        During 1997, the Company executed three Memoranda of Understandings with
        the Nebraska Department of Economic Development and three Nebraska
        communities. Under the agreements, the Company agreed to open call
        centers in three communities (Chadron, Valentine, and Ogallala) in 1997
        and 1998. The aggregate amount of the grants received from the three
        communities and state was $700,000. All grants are forgivable over a
        five-year period from the date of the grant. Grant amounts received are
        as follows: Valentine - $200,000, Ogallala - $200,000; and Chadron -
        $300,000.

        In April 1996, the Company opened a call center in Devils Lake, North
        Dakota. The Company received assistance from Devils Lake Community
        Development Corporation, including $25,000 for reimbursement of start-up
        costs, $150,000 in equipment leases, which was forgiven over five years,
        $150,000 in leasehold improvements, and a 6%, $50,000 loan.

        In September 1996, the Company opened a call center in Redfield, South
        Dakota. The Company received $500,000 in assistance from the Redfield
        Industrial Development Corporation, including




                                       27
<PAGE>

        $200,000 of leasehold improvements and $300,000 of equipment purchased
        by Redfield Industrial Development for which the Redfield Industrial
        Development retains ownership. The Company has the option to purchase
        the equipment at fair market value.

        In July 1995, in connection with the opening of the Valley City, North
        Dakota facility, the Company received assistance from Valley City
        Development Corporation, including $25,000 to reimburse start-up costs,
        approximately $150,000 in leasehold improvements, and a $107,000
        equipment lease for which the lease payments were forgiven over five
        years ending June 2000.

        Reimbursement of start-up costs for the Valley City and Devils Lake call
        centers was offset against the corresponding expense. Payments received
        by the Valley City and Devils Lake call centers for leasehold
        improvements reduced the values of the recorded assets. The $700,000
        Nebraska grants were recorded as deferred liabilities in the
        consolidated balance sheets, and are being amortized as a reduction of
        administrative expenses when amounts are forgiven. Amortization of
        deferred grant liabilities was approximately $140,000, $150,700, and
        $233,900 for the years ended December 31, 2001, 2000, and 1999,
        respectively. Included for 1999 is $60,000 associated with the City of
        Devils Lake waiving the remaining balance on a deferred grant liability.

        The schedule of future grant forgiveness amounts is as follows:

                  2002                                                 $120,000
                  2003                                                   20,000
                                                                       --------
                                                                       $140,000
                                                                       ========

        In most cases, the Company is obligated to continue operating the
        contact center for a period of five years from when the contact center
        was opened.


6.      SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

        Revenues and year-end accounts receivable from major customers were as
        follows as of and for the years ended December 31:

<TABLE>
<CAPTION>
                                             2001                      2000                        1999
                                    ------------------------  -------------------------   -------------------------
                                      Revenue    Receivable     Revenue     Receivable      Revenue      Receivable

<S>                                     <C>           <C>          <C>            <C>         <C>            <C>
        Customer A                      16%           17%          13%            8%          16%            11%
        Customer B                      16            13           21            20           21             31
        Customer C                      12             0            3             0            0              0
        Customer D                      11            11            4             0            0              0
        Customer E                      11             7           13            14           22             32

</TABLE>

        The Company does not require collateral to support customer receivables.
        Historically, the Company has not experienced write-offs related to
        these major customers.

7.      SHAREHOLDERS' EQUITY

        DIVIDENDS - No dividends were paid in 2001, 2000, or 1999. The Company's
        bank line of credit prohibits the payment of cash dividends without the
        bank's consent.





                                       28
<PAGE>

        EMPLOYEE STOCK PURCHASE PLAN - Effective June 30, 1996, the Company
        adopted the 1996 Employee Stock Purchase Plan (the Stock Purchase Plan),
        which allows participants to purchase common stock at 85% of the common
        stock's fair market value at the commencement or termination of two
        six-month phases each year. Employees must have six months of service to
        be eligible to participate in the Stock Purchase Plan. The Board of
        Directors has reserved 100,000 shares of common stock for issuance under
        the Stock Purchase Plan. The Company issued 6,244, 17,974, and 23,796
        shares under the plan in 2001, 2000 and 1999, respectively. In November
        2000, the Board of Directors authorized a change to the Plan allowing
        for the purchase of shares on the open market. During 2001, the Company
        purchased 20,343 shares on the open market. The cost to the Company was
        $16,857, which included the difference between the employee purchase
        price and the open market price of the shares plus broker fees.

        STOCK OPTIONS - Effective June 30, 1996, the Company adopted the 1996
        Stock Option Plan (the Stock Option Plan), which authorized the grant of
        up to 280,000 shares of the Company's common stock in the form of
        incentive stock options and nonqualified stock options to employees and
        investors. On April 30, 1997, the shareholders approved an increase to
        430,000 shares available for grant under the Stock Option Plan. On May
        26, 2000, the shareholders approved an increase to 1,000,000 shares
        available for grant under the Stock Option Plan. The Stock Option Plan
        requires that the exercise price of all options granted be the fair
        market value of the Company's common stock on the date of grant.

        The following table summarizes stock option activity:

<TABLE>
<CAPTION>
                                                                      Shares Under              Weighted Average
                                                                         Option                  Price per Share
<S>                                                                        <C>                      <C>
        Balance at December 31, 1998                                       274,250                  $   1.45

        Granted in 1999                                                     55,250                      0.89
        Exercised in 1999                                                   (1,000)                     0.50
        Canceled in 1999                                                   (36,000)                     1.47
                                                                       -----------                  --------
        Balance at December 31, 1999                                       292,500                      1.34
                                                                       -----------                  --------

        Granted in 2000                                                    515,000                      1.07
        Exercised in 2000                                                   (1,000)                      .50
        Canceled in 2000                                                    (6,000)                      .67
                                                                       -----------                  --------
        Balance at December 31, 2000                                       800,500                      1.17

        Granted in 2001                                                     22,000                      1.50
        Exercised in 2001
        Canceled in 2001                                                   (56,500)                      .82
                                                                       -----------                  --------
        Balance at December 31, 2001                                       766,000                  $   1.21
                                                                       ===========                  ========


        Shares exercisable at December 31, 1999                            231,250                  $   1.33
                                                                       ===========                  ========

        Shares exercisable at December 31, 2000                            541,834                  $   1.21
                                                                       ===========                  ========

        Shares exercisable at December 31, 2001                            737,667                  $   1.22
                                                                       ===========                  ========
</TABLE>



                                       29
<PAGE>

        The following table summarizes information about stock options
outstanding at December 31, 2001:

<TABLE>
<CAPTION>
          Range of        Number           Weighted        Weighted Average        Number            Weighted
          Exercise       of Shares          Average            Remaining          of Shares           Average
           Prices       Outstanding     Exercise Price     Contractual Life      Exercisable      Exercise Price
<S>                           <C>         <C>                    <C>                   <C>           <C>
        $0.00 - 0.50          9,750       $   0.500              7.0                   9,750         $ 0.500
        $0.51 - 0.81          2,500           0.810              7.9                   2,500           0.810
        $0.82 - 0.88         65,000           0.880              8.8                  36,667           0.880
        $0.89 - 1.00          2,500           1.000              7.2                   2,500           1.000
        $1.01 - 1.06        222,500           1.060              8.1                 222,500           1.060
        $1.07 - 1.17        220,000           1.166              3.5                 220,000           1.166
        $1.18 - 1.50        243,750           1.500              6.7                 243,750           1.500
                         ----------       ---------           ------              ----------         -------
                            766,000       $   1.207              6.4                 737,667         $ 1.219
</TABLE>


        In 1996, the Company adopted SFAS No. 123, ACCOUNTING FOR STOCK-BASED
        COMPENSATION. The Company has elected to continue following the
        accounting guidance of Accounting Principles Board Opinion No. 25,
        ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES for measurement and recognition
        of stock-based transactions with employees. No compensation cost has
        been recognized for options issued under the Stock Option Plan because
        the exercise price of all options granted was at least equal to the fair
        value of the common stock on the date of grant. Had compensation cost
        for the stock options been determined based on the fair value at the
        grant date, consistent with the provisions of SFAS No. 123, the
        Company's 2001, 2000, and 1999 pro forma net (loss) income and per share
        amounts would have been as indicated below:

<TABLE>
<CAPTION>
                                                                         2001             2000            1999
<S>                                                                  <C>              <C>              <C>
        Net income applicable to common
          stock, as reported                                         $     41,480     $    761,281     $    527,129
                                                                     ============     ============     ============

          Net income (loss) applicable to common
          stock, pro forma                                           $    (77,364)    $    581,531     $    350,744
                                                                     =============    ============     ============

        Basic and diluted earnings per share,
          as reported                                                $        .01     $        .13     $        .09
                                                                     ============     ============     ============

        Basic and diluted earnings (loss) per share,
          pro forma                                                  $       (.01)    $        .10     $        .06
                                                                     ============     ============     ============
</TABLE>








                                       30
<PAGE>


        The fair value of each option grant is estimated on the date of grant
        using the Black-Scholes option-pricing model with the following
        weighted-average assumptions and results:

<TABLE>
<CAPTION>
                                                                          2001             2000            1999
<S>                                                                    <C>              <C>               <C>
        Dividend yield                                                         0%               0%                0%
        Expected volatility                                                  105%             109%              112%
        Risk free interest rate                                             4.73%            6.05%              5.5%
        Expected life of options                                       6.4 Years        7.2 Years         8.1 Years
        Fair value of options on grant dates                            $   1.26         $   1.01            $ 1.34
</TABLE>

        During 1999, the Company issued options for 5,000 shares of common stock
        at a price of $1.00 per share and an additional option for 5,000 shares
        of common stock at a price of $1.06 per share in connection with
        services performed. The options expired in 2001. Expense of $10,300 was
        recorded in 1999.

        STOCK WARRANTS - On October 21, 1996, warrants to purchase 140,000
        shares of Common Stock (the Underwriter's Warrants) were issued in
        connection with the initial public offering. The warrants expired on
        October 21, 2001. The warrants had an exercise price of $6.00 per share.
        No warrants were exercised.

8.      COMMITMENTS AND CONTINGENCIES

        EMPLOYMENT AGREEMENTS - Each of the two majority shareholders has
        entered into an employment agreement dated June 30, 1996, with the
        Company providing for a minimum annual base salary of $175,000. These
        agreements have an initial term of three years with automatic one-year
        extensions, unless terminated in writing. The agreements require the
        Company to pay premiums for life insurance intended to fund the buy/sell
        agreements to which the two majority shareholders are parties, as
        described below. If employment is terminated by either party, the two
        majority shareholders will receive 12 months' salary and health
        benefits. These agreements require each of the two majority shareholders
        to vote his shares for election of the other to serve on the Company's
        Board of Directors. Each of these agreements include confidentiality
        protections and prohibits each of the two majority shareholders from
        competing with the Company for a period equal to the period during which
        the Company is obligated to make severance payments.

        BUY/SELL AGREEMENTS - Each of the two majority shareholders has entered
        into a Buy/Sell Agreement (the Agreement) with the Company and each
        other. Under this agreement, the Company may have the option to purchase
        shares from the two shareholders.

        CONTINGENCIES - The Company is also involved in other legal actions in
        the ordinary course of its business. Although the outcomes of any such
        legal actions cannot be predicted, management believes that there is no
        pending legal proceeding against or involving the Company for which the
        outcome is likely to have a material adverse effect upon the Company's
        financial position or results of operations.



                                       31
<PAGE>


9.      INCOME TAXES

        The provision for income taxes for the years ended December 31 consists
        of the following:

<TABLE>
<CAPTION>
                                              2001             2000            1999
<S>                                        <C>             <C>              <C>
        Current:
          Federal                          $    172,000    $    285,000     $     10,000
          State                                  33,000          26,000           13,000
                                           ------------    ------------     ------------
                                                205,000         311,000           23,000
        Deferred                               (178,000)        186,000          286,000
                                           ------------    ------------     ------------
        Total income tax expense           $     27,000    $    497,000     $    309,000
                                           ============    ============     ============
</TABLE>

        Differences between the provisions for income taxes at the federal
        statutory rate and the recorded provision are summarized as follows:

<TABLE>
<CAPTION>
                                                2001             2000             1999
<S>                                             <C>              <C>              <C>
        Income tax expense at federal
          statutory rate                        34.0%            34.0%            34.0%
        State income tax, net of
          federal benefit (cost)                 4.0              4.0              2.9

        Other                                    1.4              1.5              0.1
                                               -----           ------           ------
        Effective income tax expense            39.4%            39.5%            37.0%
                                               =====           ======           ======
</TABLE>

        Net deferred tax assets (liabilities) at December 31, 2001 and 2000 are
        comprised of the following:

<TABLE>
<CAPTION>
                                                                     2001            2000
<S>                                                              <C>              <C>
        Current deferred tax assets (liabilities):
          Allowance for doubtful accounts                        $     77,000     $     88,000
          Benefit of NOL carryforwards and credits                    885,000          510,000
          Other, net                                                  (51,000)          (8,000)
                                                                 ------------     ------------
        Total current deferred tax assets (liabilities)               911,000          590,000

        Noncurrent deferred tax assets (liabilities):
          Excess of tax over book depreciation                       (117,000)        (150,000)
          Canadian basis difference                                  (942,000)        (410,000)
                                                                 ------------     ------------
          Total noncurrent deferred tax assets (liabilities)       (1,059,000)        (560,000)
                                                                 ------------     ------------
        Total deferred tax assets (liabilities)                  $   (148,000)    $     30,000
                                                                 ============     ============
</TABLE>

        Realization of deferred tax assets associated with the net operating
        loss carryforwards is dependent upon generating sufficient taxable
        income prior to their expiration. Management believes that it is more
        likely than not that all of these net operating loss carryforwards will
        be used, thus no valuation allowance has been established.

        As of December 31, 2001, the Company had net operating loss
        carryforwards for federal and state tax purposes of approximately
        $1,048,000. The net operating loss carryforwards will expire




                                       32
<PAGE>

        beginning in 2012. In addition, at December 31, 2001, the Company had
        tax credits of approximately $565,000, which will expire beginning in
        2017.

10.     RETIREMENT PLAN

        Effective January 1, 1998, the Company established a 401(k) pension plan
        covering substantially all of its employees who are at least 21 years of
        age and have completed at least nine months continuous employment.
        Participants may elect to defer from 1% to 15% of their salary and are
        100% vested in their own contributions. The plan allows for the Company
        to make discretionary matched contributions. These contributions, if
        any, vest to the employee at the rate of 20% per year of employment so
        that the employee would be fully vested in the Company's discretionary
        contribution upon attaining five years of employment of greater than
        1000 hours per year. The Company's discretionary contributions to the
        plan are determined annually by the Board of Directors. Total
        discretionary contributions contributed by the Company were $15,318, for
        the year ended December 31, 2000. There were no discretionary
        contributions made in 2001 or 1999.

11.    EARNINGS (LOSS) PER SHARE

        Basic earnings per share are computed by dividing earnings available to
        common shareholders by the weighted average number of shares outstanding
        during the year. Diluted earnings per share are computed after giving
        effect to the exercise of all dilutive outstanding options and warrants.
        Both basic and diluted earnings per share for 2001, 2000, and 1999 were
        the same, because the exercise price of substantially all options and
        warrants was in excess of the weighted average market price during the
        year. For the reasons discussed above, options and warrants of 243,750,
        140,000, and 401,750 were excluded from the calculation of diluted
        shares outstanding in 2001, 2000, and 1999, respectively. The following
        table reconciles the denominators used in computing basic and diluted
        earnings per share:

<TABLE>
<CAPTION>
                                                                    2001             2000            1999

<S>                                                                 <C>             <C>              <C>
        Weighted average common shares outstanding                  5,781,468       5,770,910        5,749,614
        Effect of dilutive stock options and warrants                  87,581         224,350           15,650
                                                                 ------------    ------------     ------------
                                                                    5,869,049       5,995,260        5,765,264
                                                                 ============    ============     ============
</TABLE>


12.     SUPPLEMENTAL CASH FLOW INFORMATION

        The Company paid cash for interest and income taxes as follows:

<TABLE>
<CAPTION>
                                                                     2001             2000            1999
<S>                                                              <C>              <C>             <C>
        Interest paid                                            $   277,307      $   194,491     $    93,564

        Income taxes paid (refunds received)                         (87,371)         190,583          28,450

        Noncash investing and financing activities included:
         Equipment acquired through capital leases                   826,193          602,745         644,821
</TABLE>








                                       33
<PAGE>


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

        The Company has not changed its independent auditors nor has the Company
had any disagreements with its independent auditors on matters of accounting or
financial disclosure.

                                    PART III

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

        The information required by Item 9 regarding the Company's executive
officers is set forth in Part I of this report.

        The information required by Item 9 concerning the directors of the
Company is incorporated by reference from the Company's definitive proxy
statement for its 2002 Annual Meeting of Shareholders under the caption
"Election of Directors." The Company's proxy statement will be filed pursuant to
Rule 14a within 120 days after the close of the fiscal year for which this
report is filed.

        The information required by Item 9 relating to compliance with Section
16(a) of the Exchange Act is incorporated herein by reference from the Company's
definitive proxy statement for its 2002 Annual Meeting of Shareholders under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance." The Company's
proxy statement will be filed pursuant to Rule 14a within 120 days after the
close of the fiscal year for which this report is filed.

ITEM 10. EXECUTIVE COMPENSATION

        The information required by Item 10 is incorporated herein by reference
to the section labeled "Executive Compensation," which appears in the
Registrant's definitive Proxy Statement for its 2002 Annual Meeting of
Shareholders. The Company's proxy statement will be filed pursuant to Rule 14a
within 120 days after the close of the fiscal year for which this report is
filed.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information required by Item 11 is incorporated herein by reference
to the section labeled "Principal Shareholders and Management Shareholdings,"
which appears in the Registrant's definitive Proxy Statement for its 2002 Annual
Meeting of Shareholders. The Company's proxy statement will be filed pursuant to
Rule 14a within 120 days after the close of the fiscal year for which this
report is filed.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information required by Item 12 is incorporated by reference to the
section labeled "Certain Transactions," which appears in the Registrant's
definitive Proxy Statement for its 2002 Annual Meeting of Shareholders. The
Company's proxy statement will be filed pursuant to Rule 14a within 120 days
after the close of the fiscal year for which this report is filed.




                                       34
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits. Exhibits are numbered in accordance with Item 601 of
        Regulation S-B. See "Exhibit Index" immediately following the signature
        page of this Form 10-KSB.

(b)     Reports on Form 8-K. The Company filed no reports on Form 8-K during the
        fourth quarter of the year ended December 31, 2001.

























                                       35
<PAGE>


SIGNATURES

        In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                     ACI TELECENTRICS, INC.

Dated:  March 29, 2002               By:  /s/ RICK N. DIAMOND
                                          --------------------------------------
                                     Rick N. Diamond, Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act 1934, this
Report has been signed by the following persons on behalf of the Company, in the
capacities, and on the dates, indicated.

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints RICK
N. DIAMOND and GARY B. COHEN as true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-KSB and to file the same, with all
exhibits thereto, and other documents in connection thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

                   Signature and Title                            Date

/s/ RICK N. DIAMOND                                          March 29, 2002
----------------------------------------------------
Rick N. Diamond, Chief Executive Officer
and Director (principal executive officer)

/s/ GARY B. COHEN                                             March 29, 2002
----------------------------------------------------
Gary B. Cohen, President and Director

/s/ WILLIAM NOLTE                                             March 29, 2002
----------------------------------------------------
William Nolte, Executive Vice President of Finance
(principal financial and accounting officer)

/s/ DOUGLAS W. FRANCHOT                                       March 29, 2002
----------------------------------------------------
Douglas W. Franchot, Director

/s/ PHILLIP T. LEVIN                                          March 29, 2002
----------------------------------------------------
Phillip T. Levin, Director

/s/ SEYMOUR LEVY                                              March 29, 2002
----------------------------------------------------
Seymour Levy, Director

/s/ THOMAS F. MADISON                                         March 29, 2002
----------------------------------------------------
Thomas F. Madison, Director
ACI TELECENTRICS, INC.



                                       36
<PAGE>


ACI TELECENTRICS, INC.

EXHIBIT INDEX TO FORM 10-KSB

   EXHIBIT
    NUMBER                         DESCRIPTION

     3.1       Restated Articles of Incorporation (Incorporated by reference to
               Exhibit 3.1 to Registration Statement on Form SB-2, SEC File No.
               333-05370)

     3.2       Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

     4.1       Form of Stock Certificate (Incorporated by reference to Exhibit
               4.1 to Registration Statement on Form SB-2, SEC File No.
               333-05370)

     4.2       Articles of Incorporation (filed as Exhibit 3.1)

     4.3       Bylaws (filed as Exhibit 3.2)

    10.1       1996 Stock Option Plan (Incorporated by reference to Exhibit 10.1
               to Registration Statement on Form SB-2, SEC File No. 333-05370)**

    10.2       1996 Employee Stock Purchase Plan (Incorporated by reference to
               Exhibit 10.2 to Registration Statement on Form SB-2, SEC File No.
               333-05370)**

    10.3       Employment Agreement with Rick N. Diamond, dated June 30, 1996
               (Incorporated by reference to Exhibit 10.3 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)**

    10.4       Employment Agreement with Gary B. Cohen, dated June 30, 1996
               (Incorporated by reference to Exhibit 10.4 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)**

    10.5       Buy/Sell Agreement by and among Automated Communications,
               Incorporated, Rick N. Diamond and Gary B. Cohen, dated June 30,
               1996 (Incorporated by reference to Exhibit 10.5 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)**

    10.6       Lease Agreement by and between ACKY-3100 Lake Limited Partnership
               and Automated Communications, Incorporated, dated June 13, 1995
               (Incorporated by reference to Exhibit 10.12 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

    10.7       Sublease by and between Valley City-Barnes County Development
               Corporation and Valley City Communications, Incorporated, dated
               April 24, 1995 (Incorporated by reference to Exhibit 10.13 to
               Registration Statement on Form SB-2, SEC File No. 333-05370)

    10.8       Lease by and between Twin Valley-Ulen Telephone Company, Inc. and
               Twin Valley Communications, Incorporated, dated September 1, 1993
               (Incorporated by reference to Exhibit 10.15 to Registration
               Statement on Form SB-2, SEC File No. 333-05370)

    10.9       Lease Agreement by and between Kay Barth and ACI Telecentrics,
               Incorporated dated April 13, 1997. (Incorporated by reference to
               Exhibit 10.31 to Form 10-KSB for the year ended December 31,
               1998)

    10.10      Lease Agreement by and between C. H. Young, Trustee, and Mary M.
               Young, Trustee and ACI Telecentrics dated September 5, l997.
               (Incorporated by reference to Exhibit 10.32 to Form 10-KSB for
               the year ended December 31, 1998)




                                       37
<PAGE>

   EXHIBIT
    NUMBER                         DESCRIPTION

    10.11      Lease Agreement by and between Wilkinson Development, Inc. and
               ACI Telecentrics, Incorporated dated September 9, 1997.
               (Incorporated by reference to Exhibit 10.33 to Form 10-KSB for
               the year ended December 31, 1998)

    10.12      Memorandum of Understanding for Project #97-ED-008 between the
               Nebraska Department of Economic Development, the City of Chadron
               Nebraska, Dawes County Nebraska and ACI Telecentrics,
               Incorporated. (Incorporated by reference to Exhibit 10.34 to Form
               10-KSB for the year ended December 31, 1998)

    10.13      Memorandum of Understanding for Project # 97-ED-014 between
               Nebraska Department of Economic Development, the City of Ogallala
               Nebraska and ACI Telecentrics, Incorporated. (Incorporated by
               reference to Exhibit 10.35 to Form 10-KSB for the year ended
               December 31, 1998)

    10.14      Memorandum of Understanding for project # 97-ED-015 between
               Nebraska Department of Economic Development, the City of
               Valentine Nebraska and ACI Telecentrics, Incorporated.
               (Incorporated by reference to Exhibit 10.36 to Form 10-KSB for
               the year ended December 31, 1998)

    10.15      Lease Agreement by and between Pierre Economic Development
               Corporation and ACI Telecentrics, Incorporated originally dated
               May 5, 1997 and amended March 4, 1998. (Incorporated by reference
               to Exhibit 10.37 to Form 10-KSB for the year ended December 31,
               1998)

    10.16      Lease Agreement by and between Lease Finance Group, Inc. and ACI
               Telecentrics, Inc. dated October 19, 1999 (Incorporated by
               reference to Exhibit 10.32 to Form 10-KSB for the year ended
               December 31,1999)

    10.17      Lease Agreement by and between DNS Investments, Inc. and ACI
               Telecentrics, Inc. dated August 3, 1999 (Incorporated by
               reference to Exhibit 10.33 to Form 10-KSB for the year ended
               December 31,1999)

    10.18      Lease Agreement by and between Lease Finance Group, Inc. and ACI
               Telecentrics, Inc. dated March 20, 2000. (Incorporated by
               reference to Exhibit 10.34 to Form 10-QSB for the quarter ended
               March 31, 2000)

    10.19      Lease Agreement by and between Investissements Rene St-Pierre
               Ltee and ACI Telecentrics, Inc. dated April 13, 2000.
               (Incorporated by reference to Exhibit 10.35 to Form 10-QSB for
               the quarter ended June 30, 2000)

    10.20      Financial Contribution Agreement by and between Investissement
               Quebec and ACI Telecentrics, Inc. dated April 20, 2000.
               (Incorporated by reference to Exhibit 10.36 to Form 10-QSB for
               the quarter ended June 30, 2000)

    10.21      Lease Agreement by and between Lease Finance Group, Inc. and ACI
               Telecentrics, Inc. dated May 15, 2000. (Incorporated by reference
               to Exhibit 10.1 to Form 10-QSB for the quarter ended September
               30, 2000)

    10.22      Lease Agreement by and between CIT Financial LTD. and ACI
               Telecentrics, Inc. dated December 13, 2000 (Incorporated by
               reference to Exhibit 10.39 to Form 10-KSB for the year ended
               December 31, 2000)




                                       38
<PAGE>

   EXHIBIT
    NUMBER                         DESCRIPTION

    10.23      Lease Agreement by and between 9G's+, Inc. and ACI Telecentrics,
               Inc. dated November 23, 2000 (Incorporated by reference to
               Exhibit 10.40 to Form 10-KSB for the year ended December 31,
               2000)

    10.24      Financial Contribution Agreement by and between Investissement
               Quebec and ACI Telecentrics, Inc. dated December 18, 2000
               (Incorporated by reference to Exhibit 10.41 to Form 10-KSB for
               the year ended December 31, 2000)

    21         Subsidiaries: Corporation ACI Telecentrics Du Quebec, Inc.

    23*        Consent of Deloitte & Touche LLP, independent public accountants

    24*        Power of Attorney (included on signature page of this Report)

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

*       Filed herewith
**      Indicates a management contract or compensatory plan or arrangement
        required to be filed as an exhibit to the Form 10-KSB

















                                       39