U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended December 31, 1999
                                -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from _________________ to __________________

                 Commission File No.  33-3358-NY
                                      ----------
                          CENTRAXX, INC.
                      ----------------------
          (Name of Small Business Issuer in its Charter)

        NEVADA                                               88-0224219
-------------------------------                     --------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                   2700 Argentia Road, Suite #1000
                 Mississauga, Ontario Canada L5N 5V4
                      -----------------------
              (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (905) 826-9988

Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act:  None.

     Check whether the Issuer (1) 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.

     (1)   Yes X    No             (2)   Yes  X     No

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

State Issuer's revenues for its most recent fiscal year:   December 31, 1999 -
$0

For the Exhibit Index see Item 13 of this Report.

     State the aggregate market value of the common voting stock held by non-
affiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

     March 29, 2000 - $128,049,022.  There are approximately 11,911,537 shares
of common voting stock of the Registrant held by non-affiliates.  The
Registrant has valued these shares on the low bid price per share on March 30,
2000.

               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

                             Not Applicable.

                (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                          March 30, 2000

                            17,946,481

               DOCUMENTS INCORPORATED BY REFERENCE
               -----------------------------------

          A description of "Documents Incorporated by Reference" is
contained in Item 13 of this Report.

   Transitional Small Business Issuer Format   Yes  X    No ___

                              PART I

Item 1.  Description of Business.
         -----------------------

Business Development.
---------------------

         For information regarding corporate developments and historical
matters prior to 1999, see Centraxx, Inc.'s ("Centraxx" or the "Company")
10-KSB Annual Report for the year ended December 31, 1998, which has been
previously filed with the Securities and Exchange Commission, and is
incorporated herein by reference.  See Part III, Item 13.

         On May 18, 1999, the Company, Centraxx Corp., a corporation
organized under the laws of the Province of Ontario, Canada ("Centraxx
Ontario"), and the stockholders of Centraxx Ontario (the "Centraxx Ontario
Stockholders"), executed a Share Sell Agreement (the "Centraxx Ontario
Agreement"), whereby the Company acquired 100% of the outstanding
securities of Centraxx Ontario, and Centraxx Ontario became a wholly-owned
subsidiary of the Company.  A 2.5 for one forward split of the outstanding
securities of the Company was effected immediately prior to the completion of
the Centraxx Ontario Agreement, and all computations herein reflect this
split. See the 8-K and the 8-KA Current Reports of the Company dated May 18,
1999, which have been previously filed with the Securities and Exchange
Commission, and are incorporated herein by reference.  See Part III, Item 13.

Business.
---------

          Centraxx is a high-speed two way wireless data communications
company specializing in location technologies.  The Company is the first in
the industry to have developed a low cost, tracking, locating and monitoring
system utilizing revolutionary UNI-POINT (trademark) technology with numerous
network based and stand-alone applications.  The UNI-POINT(trademark)
technology is proprietary and patents are pending.

          The Centraxx System utilizes radio frequency in a unique
configuration of voice, data and radar communications to track, locate,
contain or monitor vehicles, cargo and equipment.  The hardware consists of a
receiver or Base Station and an Electronic Location Tag ("Tag").  The object
to be secured is tagged and the Base Station monitors the relative position of
the Tag.  A network of Base Stations will enable the Centraxx System to
monitor the location of the tagged object over the network coverage area.
This process occurs on a real-time basis utilizing UNI-POINT(trademark)
tracking.  UNI-POINT(trademark) or single-point tracking represents a
breakthrough in the industry as it is more reliable and substantially more
cost effective than alternative systems such as Global Positioning Satellite
Systems or conventional Triangulation systems.

          Although there are numerous potential applications, Centraxx will
initially focus its efforts on fully capitalizing on the stolen vehicle
tracking and recovery industry by introducing a more accurate, reliable and
affordable product utilizing the UNI-POINT(trademark) technology. In addition,
the Company is currently in advanced negotiations with a number of major
insurance companies to form alliances to quickly penetrate this market.  This
application will be introduced initially in the Southern Ontario market, and
then expanded into Southern California and South Florida.

          Market research indicates that the Centraxx System is significantly
less expensive than its nearest competitor in the industry, while offering a
more reliable and accurate system.

          The Company has yet to deploy the Centraxx System, and has not
generated any revenues. The Company has no assets except the Centraxx System,
and has had no revenues since 1989.  Nor, will the Company receive any
revenues until it deploys the Centraxx System; no assurance can be given that
any future business operations of the Company will operate on a profitable
basis.

Item 2.  Description of Property.
--------------------------------

          The Company's research and development group is housed in a 14,000
square foot facility at Mississauga, Ontario, Canada; 4,000 square feet are
offices, 5,000 square feet are air-conditioned lab space and 5,000 square feet
are warehouse.

         The lease ends in May 2000, and Centraxx currently expects that it
will move to a new 40,000 square feet facility that would accommodate
administration, sales, marketing, research and development and some
manufacturing/assembly space, as well as warehousing. The Company does not
anticipate any difficulty in finding space adequate for its purpose at
reasonable rates.

          Centraxx also leases sales offices in Irvine, California.

Item 3.  Legal Proceedings.
--------------------------

          The Company is not the subject of any material pending legal
proceeding except that a Centraxxs former consultant/employee has filed in
the Ontario Superior Court of Justice, Court File #00 CV 187192, a
statement of claim against the Company for breach of contract which the
Company feels can be settled without any material financial effect to the
Company. To the knowledge of management, no proceedings are presently
contemplated against the Company by any federal, state of local governmental
agency.

          Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.

Item 4.  Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

          No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this Report or
during the previous two calendar years.

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------

Market Information.
-------------------

         The Company's common stock is currently quoted on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD")
under the symbol "CNXX."  No assurance can be given that the present market
for the Company's common stock will be maintained.  Further, the sale of
"unregistered" and "restricted" shares of the Company's common stock pursuant
to Rule 144 of the Securities and Exchange Commission by members of management
or others may have a substantial adverse impact on the present or future
public market for the Company's common stock.  For information regarding the
number of "restricted securities" potentially available for resale under Rule
144, see the heading "Recent Sales of Unregistered Securities," below, under
this caption.

          The following stock quotations were provided by the National
Quotations Bureau, LLC, and do not represent actual transactions; they also do
not reflect mark-ups, mark-downs or sales commissions.


                             STOCK QUOTATIONS

                                               CLOSING BID

Quarter ended:                          High                Low
--------------                          ----                ---
[S]                                     [C]                 [C]
March 31, 1999                        Unpriced            Unpriced

June 30, 1999                          $3.625               $2.50

September 30, 1999                     $3.4375              $2.625

December 31, 1999                      $4.8125              $2.75

          The Company filed for listing on NASDAQ Small Cap on January 27,
2000; however, no assurance can be given that the NASD will allow
the Company's securities to be quoted on this medium.

Recent Sales of Unregistered Securities.
----------------------------------------

          The following "restricted securities were issued by the Company
during the year ended December 31, 1999:
                                                                Share
Name                         Date                Price         Numbers
----                         -----                -----          ------
Centraxx Ontario
Stockholders                  5/99                  *        15,234,415
Supplier                     12/99                $4.36          24,390
Supplier                     12/99                $4.62          12,883
Supplier                     12/99                $8.50             517
Supplier                     12/99                $9.42           1,610

               *These shares were issued in connection with the
               Centraxx Ontario Agreement.  See the heading "Business
               Development," Part I, Item 1.

          See Note 59(a) and (b) of the Company's financial statements
accompanying this Report for additional information regarding recent sales of
unregistered securities.  Also, see the caption "Sales of Unregistered
Securities During the Past Five Years," Part I, Item 1, of the 10-KSB Annual
Report for the year ended December 31, 1997, which has been previously filed
with the Securities and Exchange Commission, and is incorporated herein by
reference.

          All of these securities were issued to persons who were either
"accredited investors," or "sophisticated investors," who, by reason of
education, business acumen, experience or other factors, were fully capable of
evaluating the risks and merits of an investment in the Company; and each had
prior access to all material information regarding the Company.  The offer and
sale of these securities was believed to be exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Sections
4(2) and 4(6) thereof, and Regulation D of the Securities and Exchange
Commission; and from various similar state exemptions.

          Sales of "restricted securities" by members of management and others
could have an adverse effect on the public market for the common stock of the
Company.  With the exception of the last 39,454 shares of "restricted
securities" issued in December, 1999, as outlined above, and following May 17,
2000, with respect to the "restricted securities" issued to the Centraxx
Ontario Stockholders, all of the outstanding shares of the Company's common
stock have been held for a sufficient period of time for resale under Rule 144
of the Securities and Exchange Commission, subject to volume limitations of
subparagraph (e) of this Rule and other provisions of this Rule.

Holders.
--------

          The number of record holders of the Company's common stock as of
March 30, 2000 was 652; these numbers do not include an indeterminate number
of stockholders whose shares are held by brokers in street name.

Dividends.
----------

          There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future.  The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future because
planned principal operations have not commenced, and the Company has had no
revenues from operations.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

Plan of Operation.
------------------

          Although management believes that there may be numerous potential
applications for the Centraxx technology, Centraxx intends initially to focus
its efforts on the stolen vehicle tracking and recovery industry by
introducing a more accurate, reliable and affordable product utilizing the
UNI-POINT(trademark) technology. The Company has entered into a memorandum of
a sale and market agreement with one of the major insurance companies and is
currently in advanced negotiations with other major insurance companies, auto
clubs and automobile distributors to form for this market. This memorandum is
essentially a purchase order, subject to availability of the technology for
the market.  The Company has entered into some geographic joint ventures and
is negotiating with other joint venture partners to form alliances to quickly
penetrate the potential global market. There can be no assurances that any
agreements will be obtained or that if they are obtained that they will
provide material financial benefit to the Company.

          In future, the Company plans to leverage its technology advantages
and network capacity to become a highly diversified wireless communications
company by introducing new products and services such as fleet management,
personal security and asset tracking, all of which take advantage of the
Centraxx System.

          The first application will be initially introduced in the Southern
Ontario market and then expanded into the network coverage across North
America through entering lucrative targeted territories, including Southern
California, South Florida, Chicago, Detroit, New York City and Dallas. In
addition, the Company will continue to expand through entering into licensing
agreements and joint ventures in non-corporate targeted territories with
qualified companies.

          The Company intends to outsource the manufacture of all product
components and is currently negotiating supply contracts with various
manufacturers. Relationship with secondary suppliers will also be pursued in
order to ensure a constant source of supply. Initially, the Company intends to
utilize domestic manufacturers in order to be able to exercise control over
quality and ongoing modifications with the engineering and research and
development process. Final assembly of the Base Stations will occur under
direct control of Centraxx, which will allow the Company to protect the
proprietary aspect of the technology. The Company is currently in discussions
with various software, network designers and contractors to deploy its
network. Long-term strategy of the research and development program will be
the miniaturization of the tag. The Company anticipates reducing the Tag to a
macro chip level, and this advancement will create exciting new applications
for the technology.

          Centraxx has received financial and managerial support from
Frankopan & Co., a merchant bank focused on developing technology-based
companies. Frankopan has directly and indirectly financed the development of
the technology. The Company entered into a funding agreement of $2,000,000 in
August 1999. To date, the Company has received all payments anticipated under
the agreement, and the last installment is due at the end of March, 2000. The
Company has received several tentative offers of financing from non-related
parties.  Centraxx is analyzing these offers and negotiating the best possible
structure for the Company. The Company has an understanding with a related
party and major shareholders to continue financing until an alternative source
is finalized. The Company has hired various levels of technical and management
staff and is actively seeking to hire a President, and a Vice President
Finance. In the interim, overall management of the Company is being provided
by Michael Ivezic, Managing Director of Frankopan & Co. Inc.

          The Company's focus is on research and development of its
UNI-POINT(trademark) technology, the engineering sample of which was
successfully demonstrated on December 9, 1999.  The enhancement and
miniaturization to commercialize the technology is under development.  A
regional network rollout consisting of multiple Base Stations will be
completed within the next six months; at that time, complete area network are
expected to commence.  The technology can be deployed to provide effective
solutions for safety, security and two-way wireless data communication and
location information. The Company has not yet generated any revenues except
some deposits from potential joint venture partners.

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

Year Ended December 31, 1999, compared to December 31, 1998.
------------------------------------------------------------

          The current year end net loss was $(1,976,435) compared to
$(1,432,788) for the corresponding 1998 period.

          The Company's general and administrative costs increased $456,000,
primarily as a result of increased sales, marketing and administrative
personnel hired in September, 1998, together with related infrastructure
costs.

          The Company's research and product development costs increased
$82,000 during the year ended December 31, 1999, as compared to the prior
year's period. The primary reasons were the increase in manpower expenditures
as the Company hired a significant number of additional personnel to assist in
the development of its technology, offset by a decrease in materials and
expenses directly related to the technology development during this period.
The Company's commitment to UNI-POINT(trademark) technology is reflected by
its total cumulative investment in research and product development since
inception in the amount of $1,505,000, representing 43% of the Company's
operating cash activities.

          Amortization incurred was not materially changed between the
respective periods.

Liquidity.
----------

          The Company anticipates that during the next twelve months its
working capital requirements will be $7 million.  The Company has engaged
Ernst and Young Corporate Finance Inc. to assist it with a private equity
placement of up to $10,000,000.  The planned use from such offering will be
for the implementation of the Company's UNI-POINT(trademark)technology in the
corporate markets of Southern Ontario, Canada, Florida and Southern
California, as well as for the Company's operating capital requirements.
Thereafter, the Company expects that it will need to seek additional capital
through one or more public or private offerings of debt or equity.  There can
be no assurance that the Company will be successful in obtaining any such
funds on terms acceptable to it, if at all.

          Significant increases in the number of employees, primarily in
manufacturing and distribution, are anticipated during the third quarter of
2000, when the Company's products are expected to be ready for market launch,
and the Southern Ontario network is expected to be established.

Risks and Uncertainties.
------------------------

          As of the date of this Report, the Company anticipates that its
technology will not be available for sale or distribution for at least the
next two quarters. The Company has no established source of revenues and is
dependent on its ability to raise further funding. There can be no assurance
that the Company will be successful in obtaining any funding at reasonable
terms.  There can be no assurance that the Company will be able to complete
the commercial development of its technology as of that time, or at any time,
or that the Company will be able to sell or distribute its
UNI-POINT(trademark) technology to generate profitable operations at that time
or in the foreseeable future. There can be no assurance that the technology
will be successfully released to the market, or that the Company will profit
therefrom.

Item 7.  Financial Statements.
-----------------------------

For the years ended December 31, 1999 and 1998

<PAGE>
                          Centraxx, Inc.
            (Formerly known as Composite Design Inc.)
                  (A Development Stage Company)
                Consolidated Financial Statements
                          (Expressed in U.S. dollars)
                               December 31, 1999
<PAGE>
   Contents

                                                       Page

   Report of Independent Accountants                      1

   Consolidated Balance Sheet                             2

   Consolidated Statement of Operations                   3

   Consolidated Statement of Shareholders' Deficiency     4

   Consolidated Statement of Cash Flows                   5

   Notes to the Consolidated Financial Statements    6 - 15
<PAGE>
   Report of Independent Accountants


   To the Shareholders of
   Centraxx, Inc.


   We have audited the accompanying consolidated balance sheet of
   Centraxx, Inc., a development stage company, as at December 31, 1999
   and the consolidated statements of operations, changes in
   shareholders' deficiency and cash flows for year then ended. 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 audit.

   We conducted our audit in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform an audit
   to obtain reasonable assurance 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 financial statements.  An audit also includes
   assessing the accounting principles used and significant estimates
   made by management, as well as evaluating the overall consolidated
   financial statement presentation. We believe that our audit provides
   a reasonable basis for our opinion.

   In our opinion, these consolidated financial statements referred to
   above present fairly, in all material respects, the financial
   position of the Company as at December 31, 1999 and the results of
   its operations and its cash flows for the year then ended in
   accordance with generally accepted accounting principles in the
   United States.

   The accompanying consolidated financial statements have been prepared
   assuming the Company will continue as a going concern.  As discussed
   in Note 1(b) to the consolidated financial statements, the Company has
   no established source of revenue and is dependent on its ability to
   raise further amounts of funding. This raises substantial doubt about
   its ability to continue as a going concern. Management plans in regard to
   these matters are also described in Note 1(b).  The financial statements
   do not include any adjustments that might result from the outcome of
   this uncertainty.

   The comparative figures for 1998 were audited by another firm of chartered
   accountants who expressed an opinion without reservation on those
   statements in their report dated May 31, 1999.

   Markham, Canada                            Grant Thornton LLP
   March 6, 2000                              Chartered Accountants
   <PAGE>
   <TABLE>
   Centraxx, Inc.
   (A Development Stage Company)
   Consolidated Balance Sheet
   (Expressed in U.S. Dollars)
   December 31                                       1999       1998
   <CAPTION>
  <S>                                            <C>          <C>
   Assets
   Current
    Cash                               $              234 $            141
    Prepaid expenses                               42,231           19,306

                                                   42,465           19,447

   Capital assets (Note 3)                        191,413          246,259
   Other assets                                    16,671           15,248

                                       $          250,549 $        280,954

   Liabilities
   Current
    Accounts payable and accrued liabilities
     (Note 4)                         $           508,724 $       322,723

   Long Term Convertible debentures (Note 6)      906,319             -
                                                1,415,043         322,723

   Shareholders' Deficiency
   Capital stock (Note 5)                          17,946       1,663,082
   Contributed surplus                          2,498,958             -
   Accumulated other comprehensive loss            (3,903)         (3,791)
   Deficit                                     (3,677,495)     (1,701,060)
                                               (1,164,494)        (41,769)

                                       $          250,549 $       280,954
   </TABLE>
   Commitments (Note 7)
   See accompanying notes to the consolidated financial statements.
<PAGE>
<TABLE>
Centraxx, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Expressed in U.S. Dollars)
<CAPTION>
                                                             August 8, 1997 to
                                                                Dec. 31, 1999
Year Ended December 31                   1999       1998           Cumulative
<S>                                  <C>         <C>         <C>
   Sales                              $       -   $        -     $      -

   Cost of sales                              -            -            -

   Gross margin                               -            -            -

   Expenses
    Marketing and public relations       311,391      103,723      429,231
    Management fees                      121,156      141,529      295,185
    Professional fees                    151,188       65,264      271,320
    Salaries and other administration    566,461      383,589    1,005,529
    Research and development costs       750,492      662,007    1,505,097
    Depreciation and amortization         68,509       68,477      155,696
    Interest on convertible debentures     8,804           -         8,804
    Foreign exchange (gain) loss          (1,566)       8,199        6,633
                                       1,976,435    1,432,788    3,677,495

   Net loss                       $   (1,976,435) $(1,432,788)$ (3,677,495)

 Net loss per share, basic and
    diluted (Note 2)              $        (0.11) $     (0.11)
   </TABLE>
   See accompanying notes to the consolidated financial statements.
   <PAGE>
<TABLE>
Centraxx, Inc.
(A Development Stage Company)
Consolidated Statement of Shareholders' Deficiency
(Expressed in U.S. Dollars)
Year Ended December 31, 1999
<CAPTION>


                             (Note 5)
                           Common Stock         Contributed    Accumulated
                          Shares    Amount        Surplus        Deficit
<S>                   <C>          <C>          <C>           <C>
December 31, 1997     12,265,672   $  609,303   $        -      $(268,272)
Foreign currency
  translation adjustment       -            -            -              -
Issue of shares
  (Note 5(b))          2,102,008    1,053,779            -              -
Net loss 1998                  -            -            -     (1,432,788)
Total comprehensive loss       -            -            -              -

December 31, 1998     14,367,680    1,663,082            -     (1,701,060)

Issue of shares
  (Note 5(b))            866,735      718,712            -              -
Share issue costs              -      (52,000)           -              -
                      15,234,415    2,329,794            -     (1,701,060)

Issue of stock in
 connection with
 recapitalization
 (Note 1)              2,672,666   (2,311,887)   2,311,887              -
Foreign currency
  translation adjustment       -            -            -              -
Issue of shares
  (Note 5(a))             39,400           39      187,071              -
Net loss 1999                  -            -            -     (1,976,435)
Total comprehensive loss       -            -            -              -

December 31, 1999     17,946,481    $  17,946   $2,498,958   $ (3,677,495)
</TABLE>
See accompanying notes to the consolidated financial statements.
<TABLE>
Centraxx, Inc.
(A Development Stage Company)
Consolidated Statement of Shareholders' Deficiency
(Expressed in U.S. Dollars)
Year Ended December 31, 1999
<CAPTION>
                          Accumulated
                            Other
                        Comprehensive          Total        Comprehensive
                             Loss           Deficiency            Loss
<S>                    <C>                 <C>              <C>
December 31, 1997       $  7,917            $348,948                  -
Foreign currency
  translation
  adjustment             (11,708)            (11,708)           (11,708)
Issue of shares
(Note 5(b))                    -           1,053,779                  -
Net loss 1998                  -          (1,432,788)        (1,432,788)
Total comprehensive loss       -                   -         (1,444,496)

December 31, 1998         (3,791)            (41,769)

Issue of shares
  (Note 5(b))                  -             718,712
Share issue costs              -             (52,000)
                          (3,791)            624,943

Issue of stock in
  connection with
  recapitalization
  (Note 1)                     -                   -
Foreign currency
  translation
  adjustment                (112)               (112)              (112)
Issue of shares
  (Note 5(a))                  -             187,110                  -
Net loss 1999                  -          (1,976,435)        (1,976,435)
Total Comprehensive loss       -                   -         (1,976,547)

December 31, 1999        $(3,903)        $(1,164,494)
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
<TABLE>
Centraxx, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Expressed in U.S. Dollars)
Year Ended December 31                            1999             1998
<CAPTION>
<S>                                          <C>                 <C>
   Cash flows from (applied to)

    Operating
      Net loss                                $(1,976,435) $      (1,432,788)
      Depreciation and amortization                68,509             68,477
      Services for stock                          283,045            140,949
      Loss on write-down of investment                -               54,159
                                               (1,624,881)        (1,169,203)
      Changes in
        Prepaid expenses                          (22,925)           (19,306)
        Accounts payable and accrued liabilities  186,001            278,271
                                               (1,461,805)          (910,238)

    Financing
      Issue of shares                             622,738            912,830
      Share issue costs                           (52,000)               -
      Issue of convertible debenture              906,319                -
      Advances from related parties                     -            (17,419)
                                                1,477,057            895,411

    Investing
      Purchase of other assets                       (673)            (3,798)
      (Purchase) sale of capital assets            (2,202)             6,764
                                                   (2,875)             2,966

    Foreign currency effect on cash               (12,284)            10,676

   Net increase in cash during the year                93             (1,185)

   Cash, beginning of year                            141              1,326

   Cash, end of year                           $      234   $            141
   </TABLE>
   See accompanying notes to the consolidated financial statements.
<PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   Nature of business

   Centraxx Inc. (the "Company"), organized under the laws of the State
   of Nevada, is a wireless data communications company specializing in
   providing location technology solutions. The Company has developed a
   proprietary radio location two-way land-based system utilizing
   single-point tracking ("UNI-POINT" technology) which can be deployed
   to provide effective solutions for numerous safety, security and
   location information needs in multiple network and stand-alone
   applications.  The Company conducts all of its operations through a
   wholly owned subsidiary, Centraxx Corp., organized on August 8,
   1997, located in Mississauga, Ontario, Canada.

   The Company is considered to be in the development stage and the
   accompanying financial statements represent those of a development
   stage enterprise, and therefore, is subject to the usual business
   risks of development stage companies.


   1.   Basis of presentation and ongoing operations

   The consolidated financial statements include the accounts of
   Centraxx, Inc. and its wholly owned subsidiary, Centraxx Corp.

   (a)  Recapitalization

   On May 18, 1999, Centraxx, Inc., a non-operating public company with
   2,672,666 Common shares outstanding and immaterial net assets,
   acquired 100% of the outstanding common stock of Centraxx Corp. from
   various shareholders (the Acquisition). The Acquisition resulted in
   the owners and management of Centraxx Corp. having effective control
   of the combined entity.

   Under generally accepted accounting principles, the Acquisition is
   considered to be a capital transaction in substance, rather than a
   business combination. That is, the Acquisition is equivalent to the
   issuance of stock by Centraxx Corp. for the net monetary assets of
   Centraxx, Inc., accompanied by a recapitalization, and is accounted
   for as a change in capital structure. Accordingly, the accounting
   for the Acquisition is identical to that resulting from a reverse
   acquisition, except that no goodwill is recorded. Under reverse
   takeover accounting, the post reverse-acquisition comparative
   historical financial statements of the "legal acquirer" (Centraxx,
   Inc.), are those of the "legal acquiree" (Centraxx Corp.) (i.e. the
   accounting acquirer).

   Accordingly, the consolidated financial statements of Centraxx, Inc.
   as at December 31, 1999 and December 31, 1998, and for the fiscal
   years then ended, are the historical financial statements of
   Centraxx Corp. for the same periods adjusted for the following
   transactions contained in the Share Exchange Agreement executed at
   the consummation of the Acquisition. The basic structure and terms
   of the Acquisition, together with the applicable accounting effects,
   is as follows:
   <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   Basis of presentation and ongoing operations (continued)

   Centraxx, Inc. acquired all of the outstanding shares of Common
       stock of Centraxx Corp. from various shareholders in exchange for
       15,234,415 shares of newly issued Common stock of Centraxx, Inc.
       The Common stock exchange, in addition to the existing Centraxx,
       Inc.  shares outstanding, collectively resulted in the
       recapitalization of the Company. Loss per share calculations
       include the Company's change in capital structure for all periods
       presented.

   The Company incurred $52,000 of costs related to the acquisition.
   These costs were recorded as reductions in shareholders' equity in
   connection with the reclassification of equity resulting from the
   recapitalization.

   (b) Ongoing operations

   As of December 31, 1999, the Company has experienced a cumulative
   loss of $3,677,495. The Company has commenced its planned principal
   operations through its newly acquired subsidiary, however, it has
   not yet earned any revenue therefrom and the technologies that it
   intends to develop may require cash in excess of its current
   resources.  The ability of the Company to translate these
   technologies into marketable products is dependent on management's
   ability to obtain adequate financing, develop commercially saleable
   products and to achieve profitable operations.

   Management is devoting significant efforts to obtain financing to
   fund the continued development of its Uni-Point technology.  To
   date, management has received several tentative offers from non-related
   parties for financing.  The Company has an understanding with a related
   party and major shareholders to continue financing until alternative
   sources are arranged.

   The Company's current operational focus is to ensure that Uni-Point
   is able to be commercially exploited.  To that end, management is
   devoting substantially all of the Company's resources to the
   development of the technology.

   These financial statements do not reflect adjustments that would be
   necessary if the going concern assumption were not appropriate
   because management believes that the action already taken, or
   planned, will support the validity of the going concern assumptions
   used in preparing these financial statements.


   2.  Summary of significant accounting policies

   Accounting principles

   The Company's accounting and reporting policies conform to generally
   accepted accounting principles and industry practice in the U.S.A.
   The financial statements are prepared using U.S. dollars.
   <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   2.   Summary of significant accounting policies (continued)

   Use of estimates

   In preparing the Company's financial statements, management is
   required to make estimates and assumptions that affect the reported
   amounts of assets and liabilities and the disclosure of contingent
   assets and liabilities at the date of the financial statements, and
   the reported revenues and expenses during the reporting period.
   Actual results could differ from those estimates.

   Depreciation

   Rates of depreciation are applied to write off the cost of capital
   assets less estimated salvage value over their estimated useful
   lives. All capital assets are being depreciated on a straight line
   basis over 5 years.

   Income taxes

   The Company accounts for its income taxes under the liability method
   specified by Statement of Financial Accounting Standards (SFAS) No.
   109, Accounting for Income Taxes. Deferred tax assets and
   liabilities are determined based on the difference between the
   financial statement and tax bases of assets and liabilities as
   measured by the enacted tax rates which will be in effect when these
   differences reverse. Deferred tax expense is the result of changes
   in deferred tax assets and liabilities.

   Foreign currency translation

   The functional currency of the Company is the Canadian dollar. The
   financial statements are presented in U.S. dollars using the
   principles set out in Statement of Financial Accounting Standards
   No. 52 "Foreign Currency Translation" (SFAS No. 52). Assets and
   liabilities are translated at the rate of exchange in effect at the
   close of the period. Revenues and expenses are translated at the
   weighted average of exchange rates in effect during the period. The
   effects of exchange rate fluctuations on translating foreign
   currency assets and liabilities into U.S. dollars are included as
   part of the accumulated other comprehensive loss component of
   shareholders' equity.

   Loss per share

   The Company reports earnings per share in accordance with the
   provisions of SFAS No. 128, Earnings Per Share.  SFAS No. 128
   requires presentation of basic and diluted earnings per share in
   conjunction with the disclosure of the methodology used in computing
   such earnings per share.  Basic earnings per share excludes dilution
   and is computed by dividing income available to common shares by the
   weighted average common shares outstanding during the period.
   Diluted earnings per share takes into account the potential dilution
   that could occur if securities or other contracts to issue common
   stock were exercised and converted into common stock.
   <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   2. Summary of significant accounting policies (continued)

   There were stock options outstanding at December 31, 1999, to
   purchase 1,945,000 shares of common stock which were not included in
   the computation of diluted loss per share because to do so would be
   antidilutive.

   Basic weighted average shares outstanding for the year were
   16,835,887 (1998   12,658,800).


   3. Capital assets                                1999           1998

      Cost
      Engineering equipment             $         209,522     $   197,657
      Office furniture and equipment              124,171         118,394
      Leasehold improvements                       13,352          12,731
                                                  347,045         328,782
      Accumulated depreciation
      Engineering equipment                        90,583          46,722
      Office furniture and equipment               58,522          32,122
      Leasehold improvements                        6,527           3,679
                                                  155,632          82,523
      Net book value
      Engineering equipment                       118,939         150,935
      Office furniture and equipment               65,649          86,272
      Leasehold improvements                        6,825           9,052

                                          $       191,413      $  246,259


   4. Accounts payable and accrued liabilities      1999           1998

      Accounts payable
         Trade                            $       293,952      $  265,110
         Related parties                           68,326             -
                                                  362,278         265,110
      Accrued liabilities
         Trade                                     67,904          46,765
         Professional fees                         69,738          10,848
         Related party interest                     8,804             -

                                            $     508,724     $   322,723
   <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   5. Capital stock                                      1999        1998

   Authorized:
       200,000,000 Common shares with a par value of
       $0.001

   Issued:
       17,946,481 Common shares (1998-1,069,020)       $17,946   $1,663,082

  (a)  Centraxx, Inc.

  i)   In December 1999, 1,610 Common shares were issued, for $9.42 per
       share, to a supplier of the Company in exchange for services.
       These services had a market value of $15,166 and are included in
       the statement of operations as marketing expense.
  ii)  In December 1999, 12,883 Common shares were issued, for $4.62 per
       share, to a supplier of the Company in exchange for services.
       These services had a market value of $59,519 and are included in
       the statement of operations as marketing expense.
  iii) In December 1999, 517 Common shares were issued, for $8.50 per
       share, to a supplier of the Company in exchange for services.
       These services had a market value of $4,395 and are included in
       the statement of operations as research and development costs.
  iv)  In December 1999, 24,390 Common shares were issued, for $4.36 per
       share, to a supplier of the Company in exchange for services.
       These services had a market value of $106,379 and are included
       in the statement of operations as professional fees.

  (b)  Centraxx Corp.

   The following capital stock transactions occurred in the subsidiary
   (Centraxx Corp.) during the 1998 fiscal year:

  i)   On September 30, 1998, 749,493 Common shares were issued to a
       related party at an issue price of $0.51 per share as per the
       original Subscription Agreement dated September 2, 1997. The
       shares were recorded at a total consideration of $382,241.
  ii)  On September 30, 1998, 30,000 Common shares were issued in
       exchange for services to non-related parties at an issue price of
       $0.67 per share. The shares were recorded at a total consideration
       of $20,100. The corresponding expenses were recorded in the
       statement of operations.
  iii) On September 30, 1998, 8,500 Common shares were issued in
       exchange for services to non-related parties at an issue price of
       $2.05 per share. The shares were recorded at a total consideration
       of $17,425. The corresponding expenses were recorded in the
       statement of operations as professional fees.
  iv)  On December 31, 1998, 30,000 Common shares were issued in
       exchange for services to non-related parties at an issue price of
       $1.35 per share. The shares were recorded at a total consideration
       of $40,500. The corresponding expenses were recorded in the
       statement of operations as marketing expense.
    <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   5. Capital stock (continued)

   v) On December 31, 1998, 123,800 Common shares were issued in
      exchange for services to non-related parties at an issue price of
      $0.51 per share. The shares were recorded at a total consideration
      of $62,924. The corresponding expenses were recorded in the
      statement of operations as research and development expense.

   The following capital stock transactions occurred in the subsidiary
   (Centraxx Corp.) during the period January 1, 1999 to May 18, 1999:

   i)  In January 1999, 61,895 Common shares were issued to employees at an
       issue price of $0.50 per share. The shares were recorded at a
       total consideration of $30,948. These shares were issued as
       settlement of wages owed to these employees for the 1998 fiscal
       year.
   ii) During the period January 1, 1999 to May 18, 1999, 270,761 Common
       shares were issued to a related party at an issue price of $0.66
       per share as per the original Subscription Agreement dated
       September 2, 1997. The shares were recorded at a total
       consideration of $178,702.
   iii)During the period January 1, 1999 to May 18, 1999, 50,155 Common
       shares were issued in exchange for services to non-related
       parties at an issue price of $1.33 per share. The shares were
       recorded at a total consideration of $66,638. The corresponding
       expense has been included in the statement of operations.


   6. Long term Convertible debentures

   The Company entered into a $2,000,000 funding arrangement with a
   related party on August 10, 1999, to be advanced in minimum monthly
   amounts as follows:

      August 31, 1999                         $    100,000
      September 15, 1999                           150,000
      October 15, 1999                             200,000
      November 15, 1999                            200,000
      December 15, 1999                            200,000
      January 15, 2000                             200,000
      February 15, 2000                            350,000
      March 31, 2000                               600,000

   Advances are in the form of an 8% mandatory convertible debenture on
   the assets of the Company together with a guarantee by the Company's
   subsidiary (Centraxx Corp.) The debenture provides for a deferment
   of interest for two (2) years, thereafter to be paid quarterly, and
   a conversion to stock privilege at any time at the rate of $2 per
   share.

   As at December 31, 1999, interest of $8,804 has been accrued on
   advances totaling $906,319.
   <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   7.  Commitments

   The Company has entered into agreements to lease its office,
   research and development, and warehouse premises and certain
   equipment for various periods until 2002 under operating leases.
   Future minimum lease payments under the operating leases are as
   follows:

                                                  Equipment     Premises

                                        2000    $     85,938   $  17,895
                                        2001    $     81,553        -
                                        2002    $      7,863        -


   8.  Related party transactions

   During the year, the Company entered into the following transactions
   with related parties:

       Management fees in the amount of $203,624 (1998 - $141,528) were
       paid to a company subject to significant influence by one of the
       Directors.

       Rent in the amount of $Nil (1998 -$40,400) was paid to a company
       subject to significant influence by one of the Directors.

       Scientific research and development consulting expenses totaling
       $138,465 (1998 - $143,550) were paid to two companies each
       controlled by two Directors of the Company.

   These transactions occurred under terms and conditions reflecting
   prevailing market conditions.

   Refer to Notes 4 and 6 for details of amounts owing to related
   parties.


   9.  Income taxes

   The reconciliation of the statutory federal rate to the Company's
   effective income tax rate is as follows:
                                                     1999          1998

      Statutory tax benefit                        $(896,881) $ (644,763)
      Non-deductible expense                          51,144      30,800
      Amortization of share issue costs               (4,887)        -
      Other                                          (34,378)     (5,728)
      Increase in valuation allowance                885,002     619,691
                                                   $      -    $     -
      <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   9. Income taxes (continued)

   Under SFAS No. 109, Accounting for Income Taxes, deferred 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.

   The tax effect of temporary differences that give rise to deferred
   income taxes is as follows:

                                                  1999            1998
    Deferred tax assets
      Net operating loss carryforwards  $        1,761,055     $ 926,270
      Capital assets                                26,384        (4,448)
      Share issue costs                             19,385           -
      Valuation allowance                       (1,806,824)     (921,822)

                                         $            -        $     -


   At December 31, 1999, the Company had approximately $3,913,000 of
   net operating loss carryforwards which expire as follows:

      2004                                    $    601,500
      2005                                       1,454,100
      2006                                       1,857,400


   10.  Industry segment

   Management has determined that the Company operates in one industry
   segment.


   11.  Stock options

   The Company initiated a stock option plan on January 18, 1999 for
   employees and on October 1, 1999 for Directors. The plan allows the
   Company to grant options to directors and employees up to an
   aggregate of 20% of the outstanding common shares of the Company
   (3,500,000 options as at December 31, 1999). The options have a term
   expiring five (5) years after the grant date.  The exercise price
   for each option will be at fair market value per share at the date
   the options are granted.

   During the year, the Company granted 2,050,000 options. The exercise
   price is generally equal to the market price at the grant dates.
   <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   11.      Stock options (continued)

   During the year, the Company granted 2,000,000 options that are
   accounted for under APB Opinion 25 and related interpretations.
   Entities that continue to account for stock options using APB
   Opinion No. 25 are required to make pro forma disclosures of net
   income and earnings per share, as if the fair value based method of
   accounting defined in SFAS No. 123 had been applied. Had
   compensation cost for the above stock option plan been determined
   based on the fair value of the options at the grant dates consistent
   with the method of SFAS No. 123, the Company's net income and
   diluted loss per share would have been reduced to the pro forma
   amounts indicated below:

            Net loss            As reported     $ (1,976,434)
                                Pro forma       $ (2,410,588)


            Net loss per share,
            Basic and Diluted   As reported     $      (0.11)
                                Pro forma       $      (0.13)

   During the year, the Company granted 50,000 options that are
   accounted for under SFAS no. 123 "Accounting for Stock-Based
   Compensation". The standard contains a fair value based method for
   valuing stock-based compensation that entities may use, and measures
   compensation cost at the grant date based on the fair value of the
   award.  Compensation is then recognized over the service period,
   which is usually the vesting period.

   The fair value of each option grant is estimated on the date of
   grant using the Black-Scholes options pricing model with the
   following weighted average assumptions used for grants.  Expected
   volatility of 83%; risk free interest rate of 5.13%; and expected
   lives of 5 years.

   A summary of the status of the Company's option plans as of December
   31, 1999 and changes during the period ending on that date is
   represented below:

                                              Shares       Weighted Avg.

   Outstanding, beginning of period             Nil    $              0.00
   Granted                                2,050,000    $              1.32
   Exercised                                    -                        -
   Forfeited                               (105,000)   $              0.70

   Outstanding, end of period             1,945,000    $              1.35

   Options exercisable at period-end        761,274
  <PAGE>
   Centraxx, Inc.
   (A Development Stage Company)
   Notes to the Consolidated Financial Statements
   (Expressed in U.S. Dollars)
   December 31, 1999

   11.      Stock options (continued)

   Weighted average fair value of options
    granted during the period                                    $ 0.99

   The following table summarizes information about options outstanding
   and exercisable at December 31, 1999:

           Options Outstanding                         Options Exercisable
Range of             Weighted Avg.
Exercise  Number     Remaining        Weighted Avg.   Number Weighted Average
Prices   Outstanding Contractual Life Exercise Price OutstandingExercise Price

$0.70      1,260,000    2.84 years       $   0.70       710,397       $0.70
$2.00-3.00   640,000    4.74 years       $   2.46        49,863        2.55
$3.80         45,000    4.90 years       $   3.80         1,014        3.80
           1,945,000                                    761,274


   12.  Financial instruments

   Foreign currency risk

   The Company operates primarily in Canadian dollars.

   Fair values

   The estimated fair value of cash and cash equivalents, accounts
   payable and accrued liabilities approximates carrying value due to
   the relatively short term nature of the instruments and/or floating
   interest rates on the instruments.  The estimated fair value of
   convertible debenture also approximates carrying value due to the
   relatively short term to maturity and/or effective interest rates
   that are not significantly different from market rates.
   <PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          The Company changed independent auditors from Jones, Jenson & Co.,
of Salt Lake City, Utah, to Grant Thornton, LLP, Chartered Accountants, of
Ontario, Canada.  The change was not the result of any disagreement on
accounting principals or practices, or accounting or auditing procedure, but
was made to have an auditing firm that was in close proximity to the principal
executive offices of the Company in Ontario, Canada.  See the 8-K Current
Report dated November 17, 1999, which is or will be filed with the Securities
and Exchange Commission at or about the same time as this Report, and is
incorporated herein by reference.

                                   PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers.
---------------------------------------------------

          The following table sets forth the names of all current directors
and executive officers of the Company.  These persons will serve until the
next annual meeting of the stockholders or until their successors are elected
or appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>
                                       Date of       Date of
                  Positions          Election or   Termination
Name                Held             Designation   or Resignation
----                ----             -----------   --------------
<S>                  <C>                 <C>          <C>
Michael Ivezic    President            5/18/99         *
                  Director             5/18/99         *
Stewart Somers    Chief Financial
                  Officer              5/18/99     10/15/99
                  Treasurer            5/18/99     10/15/99
                  Executive Vice
                  President            5/18/99     10/15/99
David Pamenter    Secretary            5/18/99         *
Brian J.
DeChamplain       Executive Vice
                  President            5/18/99         *
                  Chief Technology
                  Officer              5/18/99         *
                  Director             5/18/99         *
Frank Gerlach     Vice President       5/18/99         *
                  Chief Engineer       5/18/99         *
                  Director             5/18/99         *
Michael St.       Vice President       5/18/99         *
Eve
Tony Monga       Director             5/18/99         *
Frank            Executive Vice       10/1/99         *
Neuperger        President                            *
Bob Hill         Vice President       10/1/99         *

Diane Wigley     Director             10/1/99         *

Corie Merrell    Director              2/1/96      5/18/99
                 Secretary/            2/1/96      5/18/99
                 Treasurer

David C. Merrell President             2/1/96      5/18/99
                 Director

</TABLE>

          *    These persons presently serve in the capacities
               indicated.

Business Experience.
--------------------

          Michael Ivezic, Acting President, Director.  From 1997 to present,
Mr. Ivezic has been the Managing Director of Frankopan & Co, Inc.  Between
1994 and 1997, he was President and CEO of Luminart Inc.  Mr. Ivezic is
providing overall direction to Centraxx during its startup and development
phase.  Mr. Ivezic has 15 years experience in managing the startup and growth
phases of several companies.  He has extensive expertise in identifying high
potential business opportunities and raising the necessary working capital for
these ventures.

          David Pamenter, Secretary.  Mr. Pamenter, a lawyer, has been a
partner with Gowling, Strathy & Henderson from 1997 to present.  Prior to
this, he was a  partner in the law firm of Lang, Michener.

          Brian J. DeChamplain, Executive Vice President, Chief Technology
Officer, Director.  Mr. De Champlain, a co-founder of Centraxx Corp., the
Company's predecessor, brings 16 years of management and RF electronic design
experience in the communications, cable TV, broadcast and consumer product
industries.  His technical accomplishments include the design and patent of
new video and RF based scrambling systems for the cable TV, broadcast
industries and consumer RF markets.  He has several patents to his credit and
is well respected as a RF product designer.

          Frank Gerlach, Vice President, Chief Engineer and Director. Mr.
Gerlach is a co-founder of Centraxx Corp.  Between 1986 and 1996, Mr. Gerlach
was employed by Spar Aerospace as a Senior Project Engineer responsible for
projects including the redesign of the Canada Arm and integration of a fiber
optic based naval communications systems.   From 1996 to 1997, Mr. Gerlach was
Vice President of Paltrac International Corporation.

          Michael St. Eve, Vice President.  Mr. St. Eve brings 26 years of
experience in the radio communications industry.  From 1995 to 1997, Mr. St.
Eve was President of Midland International Corp. and thereafter was an
independent consultant until he joined Centraxx Corp. in August 1998.  Between
1990 and 1996, he was Executive Vice President of Simmonds Capital Limited.
His substantial expertise in the management of the sales and distribution
process for various wireless products will ensure effective penetration of the
Centraxx product in the market place.

          Tony Monga, Director. From 1994 to present Mr. Monga, as Managing
Director, has been directing the operations of MVS Mode Inc., a company
engaged in international trade liaison and consulting.  Mr. Monga brings 20
years of experience as a management and financial consultant for several large
international companies dealing and negotiating with international joint
ventures, government corporation or state authorities in different cultural
environments.  His expertise will be vital as Centraxx crosses political
borders and establishes itself as global power.

          Frank Neuperger, Executive Vice President.  Mr. Neuperger has a
proven track record in managing emerging technology companies and holds
several patents.  His expertise includes experience with terrestrial and
satellite wireless communications, GPS and precision positioning systems, most
notably with Satloc Inc.and Ameritech.

          Bob Hill, Vice President   Sales, Strategic and Specialty Markets.
Mr. Hill brings over 20 years of sales and marketing experience with leading
international consumer products corporations.  His expertise in new product
launches and distribution channel programming will ensure the rapid awareness
and acceptance of the Centraxx technology and products in the international
marketplace.  The familiarity gained with distribution channels applicable to
Centraxx will be vital to accelerating customer support of the product
offering.

          Diane Wigley, Director.  Ms. Wigley has been a principal and
Secretary Treasurer of Consolidated Insurance Brokers Limited since 1970.  She
was President of the Insurance Brokers of Metropolitan Toronto in 1992 and was
the first female President, in 1996, of the Insurance Brokers Association of
Ontario.

Significant Employees.
----------------------

          None; not applicable.

Family Relationships.
---------------------

          None; not applicable.

Involvement in Certain Legal Proceedings.
-----------------------------------------

          To the knowledge of management, during the past five years, no
present or former director, person nominated to become a director, executive
officer, promoter or control person of the Company:

          (1)  Was a general partner or executive officer of any business
               by or against which any bankruptcy petition was filed,
               whether at the time of such filing or two years prior
               thereto;

          (2)  Was convicted in a criminal proceeding or named the subject
               of a pending criminal proceeding (excluding traffic
               violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court of
               competent jurisdiction, permanently or temporarily enjoining
               him from or otherwise limiting, the following activities:

               (i)  Acting as a futures commission merchant, introducing
                    broker, commodity trading advisor, commodity pool
                    operator, floor broker, leverage transaction merchant,
                    associated person of any of the foregoing, or as an
                    investment adviser, underwriter, broker or dealer in
                    securities, or as an affiliated person, director or
                    employee of any investment company, bank, savings and
                    loan association or insurance company, or engaging in
                    or continuing any conduct or practice in connection
                    with such activity;

                  (ii)   Engaging in any type of business practice; or

                 (iii)   Engaging in any activity in connection with the
                         purchase or sale of any security or commodity or
                         in connection with any violation of federal or
                         state securities laws or federal commodities
                         laws;

          (4)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any federal
               or state authority barring, suspending or otherwise limiting
               for more than 60 days the right of such person to engage in
               any activity described above under this Item, or to be
               associated with persons engaged in any such activity;

          (5)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission to have
               violated any federal or state securities law, and the
               judgment in such civil action or finding by the Securities
               and Exchange Commission has not been subsequently reversed,
               suspended, or vacated; or

          (6)  Was found by a court of competent jurisdiction in a civil
               action or by the Commodity Futures Trading Commission to
               have violated any federal commodities law, and the judgment
               in such civil action or finding by the Commodity Futures
               Trading Commission has not been subsequently reversed,
               suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

          No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10 percent stockholders are not required to
make filings under Section 16 of the Securities Exchange Act of 1934.

Item 10. Executive Compensation.
-------------------------------

Cash Compensation.
------------------

          The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:

                        SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
          Annual Compensation             Awards     Payouts
  (a)           (b)      (c)    (d)   (e)     (f)          (g)    (h)    (i)

Name and     Years or              other                               all
principal    periods               Annual   restricted option/  LTIP   other
position     Ended       $     $   Compen-  Stock      SAR's   Payouts Compen-
                      Salary Bonus sation awards$    #       $         sation$
------------------------------------------------------------------------------
Michael       12/31/99   0     0     0         0           0      0       0
Ivezic, Pres
Director

Stewart Somers12/31/99 $83900  0     0         0           0      0       0
CFO, Tres, VP

David Pamenter12/31/99   0     0     0         0           0      0       0
Sec

Brian J.
DeChamplain   12/31/99 $76444  0     0         0           0      0       0
Exec VP, CTO,
Director

Frank Gerlach 12/31/99 $72619  0     0         0           0      0       0
VP, Chief Eng
Director

Michael St.
Eve           12/31/99 $63000  0     0         0           0      0       0
V.P

Tony Monga    12/31/99   0     0     0         0           0      0       0
Director

Frank
Neuperger     12/31/99 $33150  0     0         0           0      0       0
Exec. VP

Bob Hill      12/31/99 $42200  0     0         0           0      0       0
V.P.

Diane Wigley  12/31/99   0     0     0         0           0      0       0
Director

Corie Merrell 12/31/98   0     0     0         0           0      0       0
Sec/Tres      12/31/97   0     0     0         0           0      0       0
Director

David C.      12/31/98   0     0     0         0           0      0       0
Merrell       12/31/97   0     0     0         0           0      0       0
President
Director

          No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ending December 31, 1998 and 1999, or the period ending
on the date of this Report.  Further, no member of the Company's management
has been granted any option or stock appreciation right, except those in the
following table:

Name                         Option             Vested       Option Price
                            Awarded             Option         (USD)
----------------------------------------------------------------------------
Michael Ivezic              75,000            6,233           $2.50
Tony Monga                  75,000            6,233           $2.50
Diane Wigley                75,000            6,233           $2.50
Frank Gerlach              150,000          116,438           $0.70
Frank Gerlach               75,000            6,233           $2.50
Brian De Champlain         150,000          116,438           $0.70
Brian De Champlain          75,000            6,233           $2.50
Michael St. Eve            150,000           65,753           $0.70
Bob Hill                   105,000           78,151           $0.70
Frank Neuperger            175,000           18,699           $2.62
Stewart Somers             175,000           75,000           $0.70

Compensation of Directors.
--------------------------

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

          There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year or
the previous two calendar years for any service provided as director.  See the
Summary Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------

          There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
-----------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

          The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of December
31, 1999, and to the date hereof:

                                            Number and Percentage
Name and Address                         of Shares Beneficially Owned
----------------                         ----------------------------

Heartland Trust                              3,000,000      16.71%
Champion Business Services, Inc.             2,200,000      12.25%
Worldwide Consulting Services, Inc.          2,200,000      12.25%
High Tech Systems, Inc.                        950,000       5.29%
Apollo Systems Ltd.                            950,000       5.29%

TOTALS                                       9,300,000      51.82%


Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of the Company's
directors and executive officers as of December 31, 1999, and to the
date hereof:

                                             Number and Percentage
Name and Address                          of Shares Beneficially Owned
----------------                          ----------------------------

Michael Ivezic                                  20,000         .11
David Pamenter                                  --0         -0-
Brian J. DeChamplain                            93,000         .52
Frank Gerlach                                   87,300         .48
Michael St. Eve                                 11,650         .06
Tony Monga                                       3,000         .01
Frank Neuperger                                  --0         -0-
Bob Hill                                         5,000         .02
Diane Wigley                                     --0         -0-
Frankopan & Co., Inc.                           15,000(1)      .08
Paltrac International Corporation              100,000(2)      .55
TOTALS                                         334,950        1.83

  (1)  Is controlled by Michael Ivezic.
  (2)  100,000 shares are held in the name of Paltrac International
  Corporation.  Brian De Champlain and Frank Gerlach each own 50% of
  Paltrac International Corporation.

Changes in Control.
-------------------

         None, except see the 8-K Current Report dated May 18, 1999.  See Part
III, Item 13.

Item 12. Certain Relationships and Related Transactions.
-------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

          Except as indicated below, or under the headings "Sales of
Unregistered Securities During the Past Five Years," of Part I, Item 1, of the
10-KSB Annual Report for the year ended December 31, 1997, or the caption
"Executive Compensation," Part III, Item 10, there were no material
transactions, or series of similar transactions, during the Company's last
three calendar years, or any currently proposed transactions, or series of
similar transactions, to which the Company or any of its subsidiaries was or
is to be a party, in which the amount involved exceeded $60,000 and in which
any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class
of the Company's common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.

         The Company paid management fees in the amount of $203,623 to a
company subject to significant influence by one of the Company's directors.

         The Company also paid scientific research and development consulting
expenses in the amount of $143,550 to two companies that were each controlled
by two directors of the Company.

Certain Business Relationships.
-------------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.

Indebtedness of Management.
---------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.

Transactions with Promoters.
----------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any promoter or founder or any
member of the immediate family of any of the foregoing persons, had an
interest.

Item 13. Exhibits and Reports on Form 8-K.
-----------------------------------------

Reports on Form 8-K.
--------------------

8-K Current Report dated May 18, 1999, as amended, and respectively filed with
the Securities and Exchange Commission on June 18, 1999 and August 13, 1999.

                                                   Exhibit
Exhibits*                                          Number
Number.                                             -------
-------
           (i)

Subsidiaries                                          21

Financial Data Schedule                               27

          (ii)                                Where Incorporated
                                                In This Report
Number.                                        ------------------
-------

10-KSB Annual Report for the year ended           Part I, Item 1
December 31, 1998                                 Part II, Item 5
                                                  Part III, Item 10
     Articles of Incorporation of SRS             Part III, Item 12
     Technical, Inc. dated January 15, 1986

     Certificate of Amendment to Articles of
     Incorporation of SRS Technical, Inc. dated
     June 5, 1987

     Certificate of Amendment to the Articles of
     Incorporation of Composite Design, Inc., as
     corrected,  dated December 13, 1996

10-KSB Annual Report for the year ended           Part II, Item 5
December 31, 1997

8-K Current Report dated May 18, 1999.            Part I, Item 1

8-KA Current Report dated May 18, 1999.           Part I, Item 1

      *   A summary of any Exhibit is modified in its entirety by reference
          to the actual Exhibit.

     **   These documents and related exhibits have previously been filed
          with the Securities and Exchange Commission and are incorporated
          herein by this reference.

                            SIGNATURES

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

                                   CENTRAXX, INC.


Date: 3/30/2000                  By/s/Michael Ivezic
                                   Michael Ivezic, Acting President and
                                   Director


Date: 3/30/2000                  By/s/Brian J. DeChamplain
                                   Brian J. DeChamplain, Exec. V.P., Director



          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                                   CENTRAXX, INC.


Date: 3/30/2000                  By/s/Michael Ivezic
                                   Michael Ivezic, Acting President and
                                   Director


Date: 3/30/2000                  By/s/Brian J. DeChamplain
                                   Brian J. DeChamplain, Exec. V.P., Director


Date: 3/30/2000                  By/s/Tony Monga
                                   Tony Monga, Director


Date: 3/30/2000                  By/s/Frank Gerlach
                                   Frank Gerlach, Director