U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                              Amendment No. 1 to
                                  Form 10-QSB
(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended March 31, 2003
--------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------
                     Commission File Number: 0-25891
--------------------------------------------------------------------------

                     TREZAC INTERNATIONAL CORPORATION
              ----------------------------------------------
              (Name of small business issuer in its charter)

             TEXAS                                 76-0270330
  -------------------------------   ---------------------------------------
  (State or other jurisdiction of   (I.R.S. Employer Identification Number)
  incorporation or organization)

                20500 Meeting Street, Boca Raton, Florida  33434
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

   Registrant's telephone number, including area code:  (561) 558-9599
                                                        --------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or 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 [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.

                                         Yes [ ]     No [ ]

                APPLICABLE ONLY TO CORPORATE ISSUERS

Common Stock, $0.0001 par value per share, 7,577,833 issued and outstanding
as of March 31, 2003.


Traditional Small Business Disclosure Format (check one)

                                           Yes [ ] No [X]




<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements

          Condensed Consolidated Balance Sheets (unaudited).............  3
          Condensed Consolidated Statements of Operations (unaudited)...  4
          Condensed Consolidated Statement of Changes in
              Stockholders' Equity (Deficiency) (unaudited)............. 5-14
          Condensed Consolidated Statements of Cash Flows (unaudited)... 15
          Notes to Condensed Consolidated Statements....................16-33

Item 2.   Management's Discussion and Analysis of Plan
          of Operation..................................................  34

Item 3.   Controls and Procedures.......................................  39

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.............................................  40

Item 2.   Changes in Securities and Use of Proceeds.....................  40

Item 3.   Defaults upon Senior Securities...............................  40

Item 4.   Submission of Matters to a Vote
          of Security Holders...........................................  40

Item 5.   Other Information.............................................  40

Item 6.   Exhibits and Reports on Form 8-K..............................  40

Signatures..............................................................  42


                                      2

<PAGE>



             TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                        (A DEVELOPMENT STAGE COMPANY)
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                    -------------------------------------
<TABLE>
<CAPTION>
                                   ASSETS
                                   ------

                                                  March 31, 2003  December 31,
                                                   (Unaudited)        2002
                                                  --------------  ------------
<S>                                               <C>             <C>
CURRENT ASSETS
 Cash                                             $        7,516  $          -
 Employee receivables                                      5,000        43,751
 Prepaid consulting fees                                 765,846       303,171
 Prepaid expenses - other                                 93,194        36,649
                                                  --------------  ------------
   Total Current Assets                                  871,556       383,571

Property, plant and equipment, net of accumulated
  depreciation                                            22,250         7,532
Equity investment                                         42,115        42,115
Notes and interest receivable, related party             117,000       125,503
                                                  --------------  ------------
TOTAL ASSETS                                      $    1,052,921  $    558,721
------------                                      ==============  ============

              LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
              -------------------------------------------------
CURRENT LIABILITIES
 Accounts payable                                 $      119,805  $    126,325
 Accrued expenses                                        132,141       126,124
 Convertible debentures                                  517,094       522,833
 Notes payable - related party                            60,750        60,750
                                                  --------------  ------------
   Total Current Liabilities                             829,790       836,032
                                                  --------------  ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIENCY) EQUITY
 Common stock, $.0001 par value, 500,000,000 shares
  authorized, 7,577,833 and 5,025,233 shares issued
  and outstanding at March 31, 2003 and December 31,
  2002, respectively                                         757           502
 Additional paid-in capital                           11,300,876    10,298,800
 Subscription receivable                                (540,000)     (540,000)
 Deficit accumulated during development stage        (10,538,502)  (10,036,613)
                                                  --------------  ------------
   Total Stockholders' (Deficiency) Equity               223,131      (277,311)
                                                  --------------  ------------
TOTAL LIABILTIES AND STOCKHOLDERS' (DEFICIENCY)
   EQUITY                                         $    1,052,921  $    558,721
-----------------------------------------------   ==============  ============
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                      3

<PAGE>


            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                        (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                -----------------------------------------------
                                 (UNAUDITED)
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                               For the Three For the Three For the Period from
                               Months Ended  Months Ended    August 2, 2000
                                 March 31,     March 31,     (Inception) to
                                   2003          2002        March 31, 2003
                               ------------  ------------  -------------------
<S>                            <C>           <C>           <C>
REVENUE                        $          -  $          -  $                 -
                               ------------  ------------  -------------------
OPERATING EXPENSES
 General and administrative
   expense                          504,117       654,804           10,067,069
 Depreciation                           677           677                6,684
                               ------------  ------------  -------------------
   Total Operating Expenses         504,794       655,481           10,073,753
                               ------------  ------------  -------------------
LOSS FROM OPERATIONS               (504,794)     (655,481)         (10,073,753)
                               ------------  ------------  -------------------
OTHER INCOME (EXPENSE)
 Gain on note repayment                   -             -               87,397
 Interest income                     13,000        12,154               74,156
 Interest expense                   (10,095)     (258,372)            (623,161)
 Loss on equity investment                -             -               (3,141)
                               ------------  ------------  -------------------
   Total Other Income (Expense)       2,905      (246,218)            (464,749)
                               ------------  ------------  -------------------
NET LOSS                       $   (501,889) $   (901,699) $       (10,538,502)
--------                       ============  ============  ===================
NET LOSS PER SHARE             $      (0.09) $      (4.24) $            (10.54)
                               ============  ============  ===================
WEIGHTED AVERAGE SHARES
 OUTSTANDING                      5,637,617       212,468            1,000,202
                               ============  ============  ===================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------  ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>
Balance,
Aug 2,2000
                     $    -  $         -  $       -  $          -  $         -

Stock issued
for compensation
at $.10 per share
 9/5/2000   200,000    20.0       19,980          -             -       20,000

Sale of common
stock at $50
11/13/2000    4,550     0.5      227,500          -             -      227,500

Stock issued for
compensation at $.10
per share
12/22/2000  745,950    74.6       74,520          -             -       74,595

Effect of reverse
acquisition
           (950,000)  (95.1)          95          -             -            -

Effect of reverse
acquisition
              1,548     0.2           15          -             -           15

Effect of reverse
acquisition
              2,689     0.3           27          -             -           27

Net loss for the period
                  -       -            -          -      (399,731)    (399,731)
---------- --------  ------  -----------  ---------  ------------  -----------
Balance,
Dec 31, 2000
              4,236       0      322,137          -      (399,731)     (77,594)

     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>


              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

Stock issued for
conversion of note
payable at $97
 3/20/2001      397       0       38,478          -             -       38,478

Stock issued for
services at $64
 3/20/2001    1,879     0.2      120,265          -             -      120,265

Stock assumed in
acquisition with
FCOM
 3/21/2001        -       -     (248,282)         -             -     (248,282)

Stock issued for services
at $11
 5/8/2001       531     0.1        5,844          -             -         5,844

Stock issued for services
at $21
 6/22/2001      250       0        5,250          -             -         5,250

Stock issued for services
at $16
 7/17/2001    1,313     0.1       21,000          -             -        21,000

Stock issued in lieu of
salary at $160
 7/17/2001    2,656     0.3      425,000          -             -       425,000

Stock issued for services
at $240
 7/23/2001      313       0       75,000          -             -       75,000

Stock issued for services
at $11
 7/23/2001      469       0        5,156          -             -        5,156

Stock issued to purchase
3,191.50 membership
interests in Ad Servers, LLC
at $9
 7/31/2001      250       0        2,250          -             -        2,250

</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                      6
<PAGE>


              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------  ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>
Stock issued to purchase
24,250 membership interests
in Ad Servers, LLC and
100% of OACI at $9
 7/31/2001      313       0        2,813          -             -        2,813

Stock based compensation
for investment in OACI
                  -       -        1,563          -             -        1,563

Stock options exercised at
$12 less escrow fees of
$1,756
  9/6/2001      625     0.1        5,744          -             -        5,744

Stock issued for services
at $1
  9/7/2001    1,250     0.1        1,250          -             -        1,250

Stock options exercised
at $5.6 less escrow fees
of $614
 9/17/2001      469       0        2,011          -             -        2,011

Stock options exercised
at $3.5 less escrow fees
of $614
 9/28/2001      750     0.1        2,011          -             -        2,011

Effect of reverse stock
split
 9/28/2001      127       0            1          -             -            1


    See accompanying notes to condensed consolidated financial statements.

                                      7
<PAGE>


              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

Stock issued for services
at $9
10/10/2001   60,000     6.0      539,994   (540,000)            -            -

Stock issued for services
at $13
10/17/2001    2,500     0.3       32,500          -             -       32,500

Stock issued for services
at $13
10/19/2001   17,262     1.7      224,406          -             -      224,408

Stock options exercised at
$4 less escrow fees of $141
10/24/2001      150       0          459          -             -          459

Sale of common stock at
$4 less issuance costs of
$21,507
 11/6/2001   50,487     5.0      180,436          -             -      180,441

Stock issued for patent rights
at $7
 12/3/2001    1,000     0.1        7,000          -             -        7,000

Stock issued for services
at $7
 12/3/2001    9,400     0.9       65,799          -             -       65,800

Stock issued for services
at $16
 12/5/2001    1,400     0.1       22,400          -             -       22,400

Stock issued for deferred
offering costs at $7
12/20/2001   26,154     2.6      319,997          -             -      320,000

Stock based compensation
                  -       -      147,810          -             -      147,810
Net Loss
                  -       -            -          -    (1,264,814)  (1,264,814)
---------- --------  ------  -----------  ---------  ------------  -----------
Balance,
Dec 31, 2001
            184,180  $   18  $ 2,328,291  $(540,000) $ (1,664,545) $   123,764
</TABLE>
    See accompanying notes to condensed consolidated financial statements.

                                       8
<PAGE>
              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------  ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>
Stock options exercised
for services at $54 less
escrow fees of $500
   1/15/02    1,500     0.2       80,500          -             -       80,500

Stock issued for services
at $23
    2/5/02    8,500     0.9      195,499          -             -      195,500

Sale of common stock at
$3 less issuance cost of
$7,449
    2/5/02   33,513     3.4      107,985          -             -      107,988

Stock issued for services
at $16
    3/5/02    2,000     0.2       32,000          -             -       32,000

Stock issued for services
at $17
    3/12/02   3,360     0.3       57,120          -             -       57,120

Stock based compensation
                  -       -      148,500          -             -      148,500

Stock options exercised
for services at $10
less escrow fees of $322
   4/30/02   32,500     3.3      324,675          -             -      324,678


    See accompanying notes to condensed consolidated financial statements.

                                      9
<PAGE>


              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

Stock issued for services
at $19
   4/30/02      500     0.1        9,495          -             -        9,495

Stock options exercised for
services at $10 less escrow
fees of $25
   5/17/02    2,500     0.3       24,975          -             -       24,975

Stock issued for services
at $54.5
   5/17/02      650     0.1       35,419          -             -       35,419

Stock options exercised for
services at $10 less escrow
fees of $15
   5/28/02    1,500     0.2       14,985          -             -       14,985

Stock options exercised for
services at $10 less escrow
fees of $109
   6/18/02   11,000     1.1      109,890          -             -      109,891

Stock options exercised for
services at $16 less escrow
fees of $110
   6/18/02   10,313     1.0      164,897          -             -      164,898

Stock options exercised for
services at $10 less escrow
fees of $25
   6/19/02    2,500     0.3       24,975          -             -       24,975

Stock options exercised for
services at $10 less escrow
fees of $49
   6/27/02    5,000     0.5       49,950          -             -       49,951

Stock options exercised for
services at $20 less escrow
fees of $49
   6/27/02    5,000     0.5       99,950          -             -       99,951

    See accompanying notes to condensed consolidated financial statements.

                                      10
<PAGE>



              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

Stock options issued for
services
                               3,358,307          -             -    3,358,307

Value of beneficial
conversion feature of
convertible debenture
                                 450,000          -             -      450,000

Warrants issued in
connection with equity
investment
                                  34,000                                34,000

Warrants issued with
convertible debenture
and stock issuances
                                  36,325          -             -       36,325

Stock options exercised for
services at $16 less escrow
fees of $30
    7/9/02     2,188    0.2       34,978          -             -       34,978

Stock issued for related
party note and interest
extinguishments at $1.5
   7/24/02    59,180    5.9       88,764          -             -       88,770

Stock issued for services
at $3.3
   8/19/02     3,000      -        9,900          -             -        9,900

Stock options issued for
services at $.01
    9/3/02     6,350      -           64          -             -           64

Stock issued for services
at $1.01
  10/11/02 1,875,000  187.5    1,893,563          -             -    1,893,750

</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       11
<PAGE>


              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------- ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>

Stock options exercised
for services at $.01
  10/11/02   500,000   50.0        4,950          -             -        5,000

Stock issued for services
$1.01
  11/15/02   210,000   21.0      212,079          -             -      212,100

Stock options exercised
for services at $.01
  11/15/02    50,000    5.0          495          -             -          500

Stock options exercised
for services at $1.00
  11/15/02    15,000    1.5       14,999          -             -       15,000

Stock options exercised
for services at $.50
  11/19/02   150,000   15.0       74,985          -             -       75,000

Stock options exercised
for services at $.10
  11/19/02 1,000,000  100.0       99,900          -             -      100,000

Stock options exercised
for services at $.25
  11/19/02   500,000   50.0      124,950          -             -      125,000


    See accompanying notes to condensed consolidated financial statements.

                                      12

<PAGE>


              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

Sale of stock for cash at
$.01 less issuing costs
of $28
  12/17/02   150,000   15.0        1,457          -             -        1,472

Stock options exercised for
services at $.25
  12/19/02   200,000   20.0       49,980          -             -       50,000

Net Loss                                          -    (8,372,068)  (8,372,068)
           --------- ------  -----------  ---------  ------------  -----------

Balance,
Dec 31, 2002
           5,025,233 $  502  $10,298,800  $(540,000) $(10,036,613) $  (277,311)

Stock options exercised for
services at $.50
   1/22/03    40,000    4.0       19,996                                20,000

Stock options exercised for
services at $.10
   1/24/03    25,000    2.5        2,498                                 2,500

Stock issued for
cash at $.02
   2/14/03   250,000   25.0        4,975                                 5,000

Stock issued for convertible
debt conversion
   2/14/03   382,600   38.3        5,356                                 5,395

Stock options exercised for
services at $.25
   3/10/03    20,000    2.0        4,998                                 5,000

Stock options exercised for
services at $.13
   3/18/03   810,000   81.0      105,219                               105,300

Stock options exercised for
services at $.10
   3/18/03   150,000   15.0       14,985                                15,000

    See accompanying notes to condensed consolidated financial statements.

                                      13

<PAGE>


              TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
 ----------------------------------------------------------------------------

Stock issued for legal
services at $.50
   3/20/03   175,000   17.5       87,483                                87,500

Stock options exercised for
services at $.20
   3/24/03   700,000   70.0      139,930                               140,000

Stock options issued
for services
                                 616,637                               616,637

Net loss                                                 (501,889)    (501,889)
           --------- ------  -----------  ---------  ------------  -----------

BALANCE,
MARCH 31,
2003       7,577,833 $  757  $11,300,876  $(540,000) $(10,538,502) $   223,131
---------  ========= ======  ===========  =========  ============  ===========

</TABLE>

    See accompanying notes to condensed consolidated financial statements.
                                       14
<PAGE>


            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                               For the Three For the Three For the Period from
                               Months Ended  Months Ended    August 2, 2000
                                 March 31,     March 31,     (Inception) to
                                   2003          2002        March 31, 2003
                               ------------  ------------  -------------------
<S>                            <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                      $   (501,889) $   (901,699) $       (10,538,502)
 Adjustments to reconcile net
  cash used in operating
  activities:
  Depreciation                          677           677                6,684
  Impairment of deferred
   operating costs                        -             -              320,000
  Impairment of licensing rights          -             -                6,999
  Stock based compensation from
   warrants issued with
   convertible debentures and
   stock                                  -       114,500              184,825
  Stock and options issued for
   services and amortized stock
   based expenses                   418,651       365,120            8,768,866
  Beneficial conversion feature
   of convertible debt                    -       250,000              450,000
  Gain on related party settlement        -             -              (87,397)
  Loss on equity investment               -             -                3,141
 Changes in assets and liabilities:
  Prepaid expenses                   54,067       (28,274)            (285,753)
  Other current assets               25,751       (83,423)             (27,856)
  Accounts payable                   (6,520)       18,069               66,382
  Accrued expenses                    5,671       (26,341)             142,465
  Other assets                            -                            (49,093)
                               ------------  ------------  -------------------
   Net Cash Used in Operating
    Activities                       (3,592)     (291,371)          (1,039,239)
                               ------------  ------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Equity investment                         -             -               (4,630)
Proceeds from (payments on)
 notes receivable-related party      21,503       (60,000)             (82,648)
Purchase of property, plant
 and equipment                      (15,395)            -              (28,934)
                               ------------  ------------  -------------------
  Net Cash Used In Investing
   Activities                         6,108       (60,000)            (116,212)
                               ------------  ------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from/convertible and
long term debt                            -             -              480,333
Proceeds from notes payable -
related party                             -             -              160,750
Proceeds from notes payable
and line of credit                        -       249,885               29,803
Proceed from exercise of
stock options                             -             -               13,350
Payment of stock option costs             -             -               (3,125)
Proceeds from sale of common
stock                                 5,000       107,988              522,401
Payments on note payable-
related party                             -             -              (40,545)
                               ------------  ------------  -------------------
  Net Cash Provided by
   Financing Activities               5,000       357,873            1,162,967
                               ------------  ------------  -------------------

NET (DECREASE) IN CASH                7,516         6,502                7,516
CASH - BEGINNING OF PERIOD                -             -                    -
                               ------------  ------------  -------------------

CASH - END OF PERIOD           $      7,516  $      6,502  $             7,516
--------------------           ============  ============  ===================

</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       15
<PAGE>



             TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                (UNAUDITED)


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------

During the three months ended 3/31/03, the Company issued an aggregate of
1,780,000 options, having a fair value of $563,919, to four consultants
for services related to agreements ranging from twelve to twenty-four
months beginning during the three months ended 3/31/03.  The portion
applicable to future periods of $507,662 has been deferred by the Company
as of 3/31/03.

During the three months ended 3/31/03, the Company issued an aggregate of
175,000 shares of common stock valued at $87,500, based on the fair market
value on the issue date, to three attorneys for services to be provided
for the year ending December 31, 2003.  The portion applicable to the
remainder of the year ended December 31, 2003 has been deferred by the
Company as of 3/31/03.

During the three months ended 3/31/03, the Company issued 382,600 shares
of common stock related to the conversion of $5,739 in convertible
debentures.



    See accompanying notes to condensed consolidated financial statements.


                                      16
<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------

NOTE 1  BASIS OF PRESENTATION
------  ---------------------

The accompanying unaudited condensed consolidated financial statements
include the accounts of Trezac International Corporation and Subsidiaries
(the "Company").  The financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and in accordance with the instructions for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles.

In the opinion of management, the unaudited interim condensed consolidated
financial statements for the three months ended March 31. 2003 are presented
on a basis consistent with the audited financial statements and reflect all
adjustments, consisting only of normal recurring accruals, necessary for fair
presentation of the results of such period. The results for the three months
ended March 31, 2003 are not necessarily indicative of' the results of
operations for the year ending December 31., 2003. These unaudited
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included, in the
Company's Annual Report on Form 10-1(88/A for the year ended December 31,
2002, filed May 1,2003.

Also on July 25, 2002, the Board of Directors and a majority of shareholders
of the Company approved an amendment to the Company's Certificate of
Incorporation that authorized a name change from MarkctCcntral.Net Corp. to
Trezac, Inc. The amendment also authorized a trading symbol change from MXCT
to TRZC.

Certain amounts in the prior periods financial statements have been
reclassified for comparative purposes to conform to the current year
presentation.


NOTE 2  BASIS OF CONSOLIDATION
------  ----------------------

The condensed consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All inter-company accounts and
transactions have been eliminated in consolidation

                                      17

<PAGE>

          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------

NOTE 3  ACOUISITION
------  -----------

On March 21, 2001, FCOM, a private Colorado corporation, was acquired by
MarketCentral. FCOM exchanged all of its issued and outstanding common stock,
7 A warrants and 7 B warrants exercisable at $800 and $1600, respectively for
1,548 shares of MarketCentral's common stock and acquired in a separate
transaction from the majority stockholders of MarketCentral an additional
1,225 shares of common stock in exchange for a $325,000 convertible
debenture.  The convertible debenture was convertible at 60% of the average
market price of MarketCentral's common stock for the 30 preceding days at the
option of the debenture holder.  Immediately upon completion of the
acquisition, FCOM was relieved of $233,280 of the debt by releasing the
shares to the debenture holders.  During 2001, subsequent to the acquisition,
$80,978 of the remaining $91,720 of convertible debentures were repaid in
cash of $42,500 and the issuance of $38,478 in common stock.  The remaining
$10,742 is included in convertible debentures in the accompanying balance
sheets.  Due to the fact that following the acquisition, the stockholders of
FCOM were in control of the combined entity, the acquisition is treated as a
recapitalization of FCOM for accounting purposes.  The operations of
MarketCentral are included in the financials statements beginning on March
21, 2001.  FCOM assumed $248,282 in debt in the transaction and has recorded
this as a reduction of additional paid in capital.

NOTE 4  PREPAID EXPENSES
------  ----------------

As of March 31, 2003, the Company recorded a deferred consulting expense of
$765,846 net of a valuation write-down charge of $37,239 and a charge to
operations for amortization of $116,723 for the three months ended March 31,
2003, which are included in general and administrative expenses. The deferred
asset represents the deferred portion of the fair value of stock and options
issued to consultants for services that is being expensed over their
respective lives.  The valuation write-down charge during the three months
ended March 31, 2003 was recorded due to the fact that the total fair value
of the options issued for services was greater than the fair value of the
services to be provided under the respective agreements.  The Company will
continue to evaluate the recoverability of the unamortized portion of the
deferred consulting expense in subsequent periods.

As of March 31, 2003, the Company has recorded $9,589 in prepaid loan fees.
Loan fees related to the Company's convertible debentures are being amortized
over the life of the notes, which are one year. Amortization, which is
included in interest expense in the accompanying statements of operations,
related to these loan fees, was $9,080 for the Three months ended March 31.
2003.

                                      18
<PAGE>

          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


Additionally, prepaid expenses as of March 31, 2003 includes prepaid
professional fees of $83,605, which will be applied against future invoices.


NOTE 5  NOTES AND INTEREST RECEIVABLE - RELATED PARTY
------  ---------------------------------------------

Prior to February 28, 2002, the Company entered into nine note agreements
with an officer/stockholder aggregating approximately $650,000, of which
$540,000 is recorded as a subscription receivable in the accompanying balance
sheets.  The notes are unsecured, due at various dates during 2006 and 2007
and bear interest at 8% per annum of the principal and accrued interest due
at maturity.  The Company has not loaned the officers/stockholder any amounts
since February 2002 in accordance with the Sarbanes-Oxley Act of 2002.  As of
December 31, 2002, $66,554 remained unpaid. During the three months ended
March 31, 2003, the officer/stockholder paid $21,503 related to these notes.
In connection with the notes, the Company has recorded approximately $13,000
of interest income for the three months ended March 31, 2003 in the
accompanying statements of operations.  Accrued interest receivable was
$71,949 as of March 31, 2003.


NOTE 6  NOTES PAYABLE - RELATED PARTY
------  -----------------------------

The Company received loans from stockholders aggregating $60,750 on various
dates during the year ended December 31, 2002.  The notes are unsecured,
mature in forty-five days from issuance date, and bear interest at 8% per
annum with principal and accrued interest due at maturity.  The notes were not
repaid or extended at their maturity dates and are in default as of March 31,
2003. The Company is currently working cut a payment plan with the
stockholders to repay the notes.

Interest expense during the three months ended March 31, 2003 of $1,015 for
the related party notes payable has been recorded by the Company and is
included in interest expense in the accompanying statements of operations.

The Company also had other related party notes payable aggregating $206,045
as of December 31, 2001.  Notes, with an aggregate value of $40,545, were
repaid during the year ended December 31, 2002.  Another note, with a value of
$65,500, was forgiven during the year ended December 31, 2002. Another note,
with a value of $100,000, was satisfied with a stock issuance during the year
ended December 31, 2002 (See Note 7).

                                      19

<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT
------  -----------------------------------------

The Company had authorized 100,000,000 shares of $0001 par value common
stock.  In January 2002, the Board of Directors approved an amendment to the
articles of incorporation to increase the authorized shares of common stock
from 100,000,000 to 500,000,000.

On January 31, 2002, the Company entered into a securities sale agreement
with a group of investors providing for the issuance of 12% secured
convertible debentures in the aggregate principal amount of $500,000 due
January 31, 2003 at a conversion price calculated at the time of conversion
for the aggregate consideration of $500,000 and warrants to purchase 10,000
shares of common stock, exercisable at the lesser of $5.70 or the average of
the lowest three trading prices during the 20-day period prior to exercise,
expiring January 31, 2005.  On January 31, 2002, the Company received $250,000
and issued warrants to purchase 5,000 shares of common stock valued at
$97,500 to be expensed as loans sees over the length of the note.  All assets
of the Company secure the debentures. Interest is payable on dates at the
option of the holder.  The debentures are convertible into shares of common
stock at the lesser of $7.50 per share or 50% of the market price of the
Company's common stock for the avenge of the lowest three trading prices
during the 20-day period prior to conversion.  The Company recorded $250,000
as interest expense for the beneficial conversion feature related to the
debentures issued on January 31, 2002.  During the year ended December 31,
2002, the Company also received $150,000 from the issuance of additional
January 31, 2002 debentures.  As of March 31, 2003. none of these debentures
have been converted. The Company recorded $150,000 as interest expense for
the beneficial conversion feature related to these debentures for the year
ended December 31, 2002.  The amounts due in January 2003 were riot repaid and
the Company is currently working out a payment plan with the group of
investors to repay the convertible debentures.

In order to provide additional working capital and financing for the
Company's expansion, the Company entered into convertible debenture
agreements with four accredited investors ("the Purchasers") on May 31, 2002
whereby the Purchasers acquired an aggregate of $50,000 of the Company's 15%
Convertible Debentures, due May 31, 2003.  As of March 31, 2003, none of these
debentures have been converted.  The Company issued warrants to purchase 980
common shares valued at $33,296, to be expensed as loan fees over the length
of the notes.  The warrants are exercisable immediately, and have a life of
three years.  The Company also recorded $50,000 as interest expense for the
beneficial conversion feature related to these debentures during the year
ended December 31, 2002.

                                      20
<PAGE>
          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


In order to provide additional working capital and financing for the Company's
expansion, the Company entered into convertible debenture agreements with
four accredited investors (the "Purchasers") on September 30, 2002 whereby the
Purchasers will acquire an aggregate of $150,000 of the Company's 12%
Convertible Debentures, due September 30, 2003.  During the year ended December
31, 2002, the Company received $62,000 from the investors.  As of March 31,
2003, none of these debentures have been converted.  The Company issued warrants
to purchase 300,000 common shares valued at $1,642, to be expensed as loan fees
over the length of the notes. The warrants are exercisable immediately, and
have a life of three years.

During the last three years, the Company has issued unregistered securities
as described below.  None of these transactions involved any underwriters,
underwriting discounts or commissions, except as specified below, or any
public offering, and the Company believes that each transaction was exempt
from the registration requirements of the Securities Act of 1933 by virtue of
Section 4(2) thereof, Regulation D promulgated thereunder, or Regulation S
where indicated.  All recipients had adequate access, through their
relationship with the Company, to information about the Company.  The facts
relied upon to make these exemptions available were that each of the
issuances were made to a limited number of parties that were accredited
investors and each of these parties were provided access to information
regarding the Company or, through their relationship with the Company, were
aware of the Company's activities.

On March 20, 2001, the Company issued an aggregate of 1,879 shares of common
stock for consulting services valued at $64 per share representing $120,265
in services.  The Company issued 397 shares of cowman stock valued at $97 per
share representing a $38,478 note payable convened to common stock to several
consultants.  Such issuance was made pursuant to the exemption provided in
Section 4(2) of the Securities Act fox transactions by an issuer not
involving a public offering.

On March 21, 2001 the Company issued 1,548 shares of the Company's common
stock in exchange for all of the issued and outstanding shares of common
stock of FCOM and 7 A warrants and 7 3 Warrants to purchase shares of FCOM
common stock.  Such issuances were made pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On May 8, 2001 the Company issued 531 shares of the Company's common stock
valued at $11 per share for $5,844 to several consultants in consideration
for services rendered.  Such issuances were pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer
not involving a public offering.

                                      21
<PAGE>
          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


On June 22, 2001 the Company issued 250 shares of the Company's common stock
as compensation for services rendered valued at $21 per share to several
consultants.  Such issuances were pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On July 17, 2001 the Company issued 1,313 and 2,656 shares of the Company's
common stock valued at $16.00 per share and $160 per share to an unrelated
party in consideration for consulting services rendered to the Company.  Such
issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On July 23, 2001, the Company issued 313 and 469 shares of the Company's
common stock valued at $240 and $11 per share for, respectively, to
consultants for services rendered to the Company.  Such issuances were made
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

On July 31, 2001, the Company issued 250 shares of the Company's common stock
to a related party valued at $9 per share, to purchase 3,191.50 membership
interests in the related party.  The Company also issued 313 shares of the
Company's common stock valued at $9 per share to purchase 24,250 membership
units in the related party and 100% of a second related party.  Such issuances
were pursuant to the exemption provided in Section 4(2) of the Securities Act
for transactions by an issuer not involving a public offering.

On September 6, 2001, the Company issued 625 shares of the Company's common
stock upon the exercise of outstanding options by an unrelated party, which
were exercised at $12 per &hare.  Such issuances were pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by
an issuer not involving a public offering.

On September 7, 2001, the Company issued 1,250 shares of the Company's common
stock valued at $1 for services rendered by several consultants.  Such
issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On September 17, 2001, the Company issued 469 shares of the Company's common
stock upon the exercise of outstanding options which were exercised at $5.60
per share by an unrelated party and on September 28, 2001 the Company issued
750 shares of the Company's common stock upon the exercise of outstanding
options by an unrelated party which were exercised at $3.50 per share.  Such
issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

                                      22

<PAGE>
          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------

Also in September 2001, the Company approved a reverse stock split of the
Company's common stock at the rate of 16 to 1 for stockholders of record on
September 27, 2001.  In connection with the reverse split, the Company issued
127 shares of common stock in order to prevent the issuance of fractional
shares.

On October 10. 2001, the Company issued 60,000 shares of the Company's common
stock to the Company's Chief Executive Officer, valued at $9 per share in
exchange for a promissory note in the amount of $540,000.  Such issuance was
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

On October 12, 2001, the Company executed a stock purchase agreement with an
unrelated party, pursuant to which the Company may sell to offshore
investors, up to 84,000 shares of the Company's restricted common stock.
Pursuant to the stock purchase agreement, the Company agreed to sell to
purchasers in an offshore transaction which was negotiated outside of the
United States and consummated outside of the United States shares of the
Company's restricted common stock at a purchase price equal to 40% of the
reported bid price of the Company's common stock as quoted on the OTC
Bulletin Board for the five trading days preceding the date of purchase.
During the year ended December 31, 2002, the Company issued 84,000 shares of
the Company's common stock to investors designated by the unrelated party at
prices ranging from $3.20 to $5.00 per share. Such issuances were made
pursuant to the exemption provided in Regulation S of the Securities Act.

On October 17, 2001 and February 5, 2002, the Company issued 2,500 and 8,500
shares to a related party of the Company's common stock valued at $1.3 and
$23 per share, respectively, as compensation for services rendered to the
Company.  Such issuances were pursuant to the exemption provided in Section
4(2) of the Securities Act for transactions by an issuer not involving a
public offering.

On October 17, 2001, the Company issued a tree-year warrant to one individual
to purchase 5,000 shares of the Company's common stock exercisable at 120% of
the closing bid of the Company's common stock on October 16, 2001, 31.00 per
share.  Such issuance was pursuant to the exemption provided in Section 4(2)
of the Securities Act for transactions by an issuer not involving a public
offering.

On October 19, 2001, the Company issued 17,262 shares of the Company's common
stock upon the conversion of outstanding debt by a related party in the
aggregate amount of $224,408.  Such issuance was pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer
not involving a public offering.

                                      23

<PAGE>
          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


On October 19, 2001 the Company issued a three year warrant to one individual
to purchase 300,000 shares of the Company's common stock exercisable at
$14.00 per share and on October 24, 2001 the Company issued warrants to two
individuals to purchase, pursuant to a consulting agreement, an aggregate of
100,000 shares of the Company's common stock exercisable at $14.00 per share.
Such issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On October 24, 2001, the Company issued 150 shares of the Company's common
stock upon the exercise of outstanding options by an unrelated party, which
were exercised at $4.00 per share.  Such issuance was pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by
an issuer not involving a public offering.

On November 8, 2001, the Company issued a warrant to one individual to
purchase 10,000 shares of the Company's common stock at an exercise price of
$1.00 per share.  Such issuances were pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On December 3, 2001, the Company issued 1,000 shares of the Company's common
stock to AdServersOnline for patent rights valued at $7,000.  Such issuances
were made pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On December 3, 2001, the Company issued 9,400 shares of common stock to an
unrelated party valued at $7 per share for services rendered to the Company.
Such issuances were made pursuant to the exemption provided in Section 4(2)
of the Securities Act for transactions by an issuer not involving a public
offering.

On December 20, 2001, the Company issued 26,154 shares of the Company's
common stock valued at $320,000 to several companies for deferred offering
costs related to an investment agreement.  Such issuances were made pursuant
to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

In December 2001 and January 2002 the Company issued 2,000 warrants to an
entity to purchase the Company's common stock at prices ranging from $9.60 to
$1.50 per share which warrants have since been cancelled.  Such issuances were
pursuant to the exemption provided iii Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

                                      24

<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


In January 2002, the Company entered into a. three-month consulting agreement
with an unrelated party for strategic and company development consulting in
exchange for $33,750 and 3,000 shares of common stock valued at $55,000.

Also in January 2002, the Company issued warrants to certain partners of
AdServers to purchase 2,000 shares of the Company's common stock at $24 per
share, expiring in 2005 for the completion of the software system to be the
used to sell the Company's products and services under the joint marketing
agreement.  The fair market value of the warrants of $34,000 was recorded as
an additional capital contribution to AdServers.  As of March 31, 2003, the
development of the software system is still in the application stage, as
defined by SOP 98-1.  The value of the warrants is included in Equity
Investment in the accompanying balance sheets.

In April 2002, the Company amended the Registration Statement of Form S-8
filed on December 4, 2001 with the Securities and Exchange Commission.  The
Post-Effective Registration Statement will register and issue into the
existing 2001 Stock Option Plan an additional 40,000 shares.

Also in April 2002, the Company entered into a consulting agreement with an
unrelated party for introductions to European ISP companies and related due
diligence for a term of 6 months in exchange for a stock option to purchase
30,000 shares of the Company's common stock at $10 having a total fair value
of $284,963.  The stock option was immediately exercised as payment for a
$300,000 invoice related to this agreement.  The Company expensed the full
$284,963 to operations during the year ended December 31, 2002.

In May 2002, the Company entered into a one year consulting agreement with an
unrelated party for business advisory services in exchange for the option to
purchase 2,500 shares of the Company's common stock at an exercise price of
$10, and having a fair value of $132,474.  The stock option was immediately
exercised as payment in full for a $25,000 invoice.  The transaction was
recorded as deferred consulting expense and will be amortized over the life
of the agreement.  The Company expensed the full $132,474 to operations during
the year ended December 31, 2002.

Also, in May 2002, the Company entered into a six-month consulting agreement
with a related party for accounting and SEC reporting services in exchange
for the option to purchase 1,500 shares of the Company's common stock at an
exercise price of $10, and having a fair value of $64,486. The stock option
was immediately exercised.  The Company expensed the full $64,486 to
operations during the year ended December 31, 2002.

                                      25

<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


During June 2002, the Company entered into seven six-month consulting
agreements, one with a related party and the remaining six with unrelated
parties, in exchange for the options to purchase 38,500 shares of the
Company's common stock at exercise prices ranging from $10 to $20.  The stock
options were all exercised immediately. The fair value of these option
issuances totaled $724,349. The Company expensed the full $724,349 to
operations during the year ended December SI, 2002.

On July 24, 2002, the Company issued 59,180 shares of common stock at $1.50
per share for extinguishment on $110,667 of related party notes payable and
accrued interest.  The stock issuance was valued at the fair market value on
the grant date.  The Company recorded a gain on the extinguishment of $21,897
during the year ended December 31, 2002.

During July 2002, the Company's Board of Directors authorized the creation of
25,000,000 shares of preferred stock, $.0001 par value per share.  As of
March 31, 2003, the Company had not issued any preferred stock.

During August 2002, the Company issued 3,000 shares of common stock at $3.30
per share for a three-month consulting agreement.  The fair value of the
issuance of $%900 was amortized over the life of the agreement.  The Company
expensed the full $9,900 to operations during the year ended December 31,
2002.

During October 2002, the Company issued 1,875,000 shares of common stock at
$1.01 per share, the fair value of the Company's trading common stock on the
grant date, for employment services to the Chief Executive Officer in
accordance wit an employment agreement.  The Company expensed the fill amount
of $1,893,730 during the year ended December 31, 2002.

Also during October 2002, the Company issued 500,000 options to purchase
500,000 shares of the Company's common stock to an unrelated party for a
twenty-four month consulting agreement.  The options were issued at an
exercise price of $.01, and having a fair value of' $482,765.  The options
were immediately exercised.  The transaction has been recorded as a deferred
consulting expense and will be amortized over the life of the agreement.

During November 2002 the Company issued 210,000 shares of common stock at
$1.01, the fair value on the grant date, to two unrelated parties for full
payment of consulting invoices.  The Company expensed the full amount of
$212,100 during the year ended December 31, 2002, which valued at the
Company's closing price on the grant date.

                                      26

<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


Also during November 2002, the Company issued 1,715,000 options to purchase
1,715,000 shares of the Company's common stock to various stockholders for
payment on consulting agreements ranging from twelve months to twenty-four
months. The options were issued at exercise prices ranging from S. 10 to $1
1)0, and having a total fair value of approximately $1,616,550.  The options
were immediately exercised.  The transactions have been recorded as a deferred
consulting expense and will be amortized over the lives of the agreements.

During December 2002 the Company issued 150,000 shares of common stock to an
unrelated party for cash based on a stock purchase agreement.  The issuance
was valued at $.01 per share, which was less than the fair market value of
the Company trading common stock on the grant date.

Also during December 2002, the Company issued 200,000 options to purchase
200,000 shares of the Company's common stock to a stockholder for payment on
a consulting agreement of twenty-four months.  The options were issued
exercise price of $.25, and having a fair value of approximately $48,278.  The
options were immediately exercised. The transaction has been recorded as a
deferred consulting expense and will be amortized over the life of the
agreement

During the three months ended March 31, 2003, the Company placed 15,000,000
shares of common stock into an escrow account related to the Stock Purchase
Agreement with Millagro SRL (See Note 10).  The Stock Purchase Agreement is
expected to close in May 2003.  The Company will value the 15,000,000 shares
based on the day the shares will be released from the escrow account since
they will be legally transferred to the Millagro SRL members.  There is no
impact on the accompanying financial statements related to this issuance.

During January 2003, the Company issued 40,000 options, with an exercise
price of $30 and a fair value of $3,891, to purchase 40,000 shares of common
stock to a consultant for full payment on a consulting invoice.  The options
were immediately exercised.  As a result of the transaction, the Company has
recorded a current charge to operations of $3,891 during the three months
ended March 31, 2003.

Also during January 2003, the Company issued 25,000 options, with an exercise
price of $.10 and a fair value of $2,074, to purchase 25,000 shares of common
stock to a consultant for full payment on a consulting invoice.  The options
were immediately exercised.  As a result of the transaction, the Company has
recorded a current charge to operations of $2,074 during the three months
ended March 31, 2003.

                                      27

<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


During February 2003, the Company issued 250,000 shares of common stock to an
unrelated party for cash based on a stock purchase agreement.  This issuance
was valued at $.02 per share, which was less than the fair market value of
the Company's trading common stock on the grant date.

Also during February 2003, the Company issued an aggregate of 382,600 shares
of common stock to four different debenture holders for the conversion of
$5,739 in convertible debt that was originally issued in January and
September 2002.

During March 2003, the Company issued an aggregate of 175,000 shares of
common stock at $.50, the fair market value on the grant date, to three
different attorneys for services to be provided for the year ending December
31, 2003.  As a result of the transaction, the Company has recorded current
charges to operations of $21,875 for the three March 31, 2003 and deferred
legal expenses of $65,625, which will be amortized over the life of the
service agreement.

Also during March 2003, the Company issued 20,000 options, with an exercise
price of $.25 and a fair value of $4,873, to purchase 20.000 shares of common
stock to an employee for quarterly compensation.  The options were immediately
exercised.  As a result of the transaction, the Company has recorded a
current charge to operations of $4,873 during the three months ended March
31, 2003.

Also during March 2003, the Company issued 810,000 options, with an exercise
price of $.13 and a fair value of $80,553, to purchase 810,000 shares of
common stock to a consultant in relation to a twenty-four month consulting
agreement.  The options were immediately exercised.  As a result of the
transaction, the Company has recorded a current charge to operations of
$1,678 during the three months ended March 31, 2003 and a deferred consulting
expense of $78,875 as of March 31. 2003.

Also during March 2003, the Company issued 150,000 options, with an exercise
price of $.10 and a fair value of $41,880, to purchase 150,000 shares of
common stock to a consultant for payment on a consulting invoice.  The
options were immediately exercised.  As a result of the transaction, the
Company has recorded a current charge to operations of $41,880 during the
three months ended March 31, 2003.

                                      28

<PAGE>



          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


Also during March 2003, the Company issued 700,000 options, with an exercise
price of $.20 and a fair value of $342,927 to purchase 700,000 shares of
common stock to a consultant in relation to a twelve-month consulting
agreement.  The options were immediately exercised.  As a result of the
transaction, the Company has recorded a current charge to operations of
$14,539 during the three months ended March 31, 2003 and a deferred
consulting expense of $334,388.

Also during March 2003, the Company issued 270,000 options, with an exercise
price of $.36 and a fair value of $134,439, to purchase 270,000 shares of
common stock to a consultant in relation to a twenty-four month consulting
agreement.  The options were not exercised as of March 31, 2003.  As a result
of the transaction, the Company has recorded a deferred consulting expense as
of March 31, 2003 of $94,399 and a current charge to operations of $2,801
during the three months ended March 31, 2003 related to the amortization of
the deferred consulting expense.  Additionally, the Company recorded a current
charge to operations of $37,239 for an impairment charge since the fair value
of the options issued for these services was greater than the fair value of
the services to be provided under the agreement.

On July 25, 2002, the Board of Directors and a majority of shareholders of
the Company voted to effectuate a 100:1 reverse stock split of the Company's
currently issued and outstanding shares of cannon stock.  As a result of the
reverse split, 36,699,191 common shares were retired and replaced by 366,992
common shares.  All shares and per share amounts have been retroactively
restated to reflect this transaction.


NOTE 8  COMMITMENTS AND CONTINGENCIES
------  -----------------------------

(A) License Agreement
---------------------

On May 7, 2002, the Company entered into a new license agreement with a Costa
Rican corporation.  Based on the terms of the agreement, the Costa Rican
corporation, at the direction of its directors, will license the Company to
utilize certain pn3prietary technology in connection with another corporation
and associated services.  The Company will have an exclusive license for one
year, and nonexclusive rights for an additional seven years to represent the
other corporation.  The parties agree that for full consideration for the
license a nonrefundable operating fee shall be payable to the Company

                                      29

<PAGE>



          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


directed by the Costa Rican corporation on the basis of revenue from the
other corporation's operations. The purchase of the license will be made with
1,000 common shares of the Company's common stock delivered as restricted
under rule 144 as full payment. Management will value the license fee and the
stock at $50,000 each. 'The license fee shall be equal to 0.5% of the gross
revenue of the other corporation generated by all USA based merchants during
the first year and 0.25% of the gross revenue during the subsequent seven
years. As of March 31, 2003, no stock has been issued nor were any services
performed under this agreement.

In relation to the above new license agreement, the Company entered into a
one year consulting agreement with a consultant.  The agreement became
effective on May 8, 2002, the consultant agreed to monitor the other
corporation's operations at the Company's head offices, provide oversight of
all business operations that involve the Company's clients in the United
States, and provide the other corporation's expertise to the Company as
required when liaisoning with the Company's clients with respect to the other
corporation's products and services.  The consideration for this consulting
agreement was the option to purchase 2,500 shares of the Company's common
stock.

(B) Investment Agreement
------------------------

During December 2001, the Company entered into an investment agreement to
sell up to 65,000,000 shares of the Company's common stock having an
aggregate purchase price of $10,000,000 over a four-year period beginning
upon a registration statement being declared effective. The Company decides
the number of shares to sell during a 10-day period each quarter. The
purchase price of the shares is subject to certain limitations based on the
market price and trading volume of the Company's common stock. The Company
paid a placement fee and an advisory fee equal to 5% to the sales purchase
amounts. The Company issued 865,384 shares of common stock valued at $112,500
as an advisory fee, 288,461 shares of common stock valued at $37,500 as a
commitment fee, 1,153,846 shares of common stock valued at $150,000 as a
placement fee and 307,692 shares of common stock valued at $20,000 for legal
fees. These fees were recorded as deferred offering costs as of December 31,
2001.

During the year ended December 31, 2002, the Company recorded a $320,000
charge to operations related to these fees since the sale was never completed
and the agreement was terminated.

                                      30

<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


(C) Joint Marketing Agreement
-----------------------------

In July 2001 the Company entered into a joint marketing agreement with
AdServers to act as the non-exclusive sales representative for the Company's
products and services for a period of three years and may be automatically
renewed for successive one-year periods.  The Company shall pay commissions of
20% or 50% on net revenues generated from the sale of the Company's non-
primary and primary products and services, respectively. Since no revenues
have been generated through March 31, 2003, no commissions have been paid.

(D) Stock Sale Agreement
------------------------

In October 2001, the Company entered into a stock sale agreement with an
international company to sell up to 84,000 restricted shares of common stock.
The Company also agreed to issue three-year warrants to purchase 500 shares
of common stock at 120% of the closing hid price prior to the date funding
is received for every $50,000 funded. During the year ended December 31,
2001, the Company sold 50,487 shares of common stock for $180,441 and issued
150,000 warrants. During the year ended December 31, 2002, the Company sold
the remaining 33,513 shares of common stock for $107,988.  Additionally, the
Company issued 3,360 shares of common stock for consulting fees related to
this agreement valued at $57,120 that were fully expensed during the year
ended December 31, 2002 to operations.

(E) Litigation
--------------

During November 2001, a complaint was filed in the District Court of Denver
County, Colorado against the Company and certain other parties. The complaint
has alleged, among other things, that the defendants induced the plaintiff to
invest the sum of $50,000 through a series of false statements and omissions
of material facts.  The complaint alleges that the defendants' actions
constitute statutory and common-law fraud and concealment, as well as
negligent misrepresentation.  The Company is vigorously contesting this
complaint and believes the complaint is without merit. Resolution is not
expected to occur quickly and thus the outcome cannot presently be predicted.
It is the opinion of management that the ultimate resolution of this
complaint will not materially affect the Company's consolidated financial
position and, therefore has not recorded a contingent liability in the
accompanying financial statements. In connection with the complaint, the

                                      31

<PAGE>


          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


Company asserted a third-party complaint against one of the other defendants
in the Denver District Court. The defendant counterclaimed, asserting claims
for unpaid compensation and breach of contract (among other claims).  The
Company moved to stay the litigation and to have the Denver District Court
order the parties to arbitration. The Denver District Court denied the Motion
to Stay and Ordered the parties to Trial.  The Company has since appealed the
Order to Trial. The Company is vigorously contesting this counterclaim and
believes the counterclaim is without merit.  Resolution is not expected to
occur quickly and thus the outcome cannot presently be predicted. It is the
opinion of management that the ultimate resolution of this counterclaim will
not materially affect the Company's consolidated financial position and,
therefore has not recorded a contingent liability in the accompanying
financial statements.

During March 2002, a third party filed a complaint against the Company, in
the Arapahoe County District Court.  After service of the complaint, the
Company and the plaintiff settled the litigation.  In connection with the
settlement, the Company recorded $40,000 to operations during the year ended
December 31,2002.


NOTE 9  GOING CONCERN
------  -------------

The Company's financial statements for the three months ended March 31, 2003
have been prepared on a going concern basis, which contemplated the
realization of assets and the settlement of liabilities and commitments in
the normal course of business.  The Company has a net loss from operations of
$10,538,502 since inception and a negative cash flow from operating
activities of $1,039,239 since inception.  Due to the net losses and negative
cash flows from operating activities since inception, the Company may not be
able to meet such objectives as presently structured.  The consolidated
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


                                      32

<PAGE>



          TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                       (F/K/A TREZAC CORPORATION)
                     (F/K/A MARKETCENTRAL.NET CORP.)
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF MARCH 31. 2002
                        --------------------


NOTE 10  SUBSEQUENT EVENTS
-------  -----------------

On January 22, 2003, the Company entered into a Stock Purchase Agreement
("the Agreement") with Millagro SRI,, a company doing business in the
Republic of Moldova, ("the acquiree") whereby the Company will acquire 100%
of the ownership interests in the acquiree for a total consideration of
$8,250,000.  The consideration will be paid by the Company's issuance of Rule
144 restricted shares of common stock on the effective date of the agreement.
Generally accepted accounting principles in the United States of America
require that the company whose shareholders retain a majority interest in a
business combination be treated as the acquirer for accounting purposes.  As a
result of the exchange, Millagro SRL will become the majority shareholder and
accordingly the accounting acquirer and the transaction will be treated as a
reverse acquisition and recapitalization of Millagro SRL.  The transaction is
expected to close during May 2003.


                                      33


<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

The following is a discussion of certain factors affecting Registrant's results
of operations, liquidity and capital resources.  You should read the following
discussion and analysis in conjunction with the Registrant's  consolidated
financial statements and related notes that are included herein under Item 1
above.


CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are historical
are "forward-looking statements" within the meaning of Section 27A of  the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended.  These forward-looking statements represent the
Registrant's present expectations or beliefs concerning future events.  The
Registrant cautions that such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause  the  actual
results, performance or achievements of the Registrant to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements.  Such factors include, among other
things, the uncertainty as to the Registrant's future profitability; the
uncertainty as to the demand for Registrant's services; increasing competition
in  the markets that Registrant conducts business; the Registrant's ability to
hire, train and retain sufficient qualified personnel; the Registrant's ability
to obtain financing on acceptable terms to finance its growth strategy; and the
Registrant's ability to develop and implement operational and financial systems
to manage its growth.


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

Trezac International Corporation ("Trezac" or "the Company") primary business
is directed to achieve a high rate of capital growth for its shareholders by
acquiring significant holdings in companies which the members of its Board of
Directors consider to be fundamentally sound, but which are valued at an
intrinsic discount to the Directors' estimate of their private market value.
The Company has moved its business focus this past year from marketing to
Internet Service Providers (ISP's) delivering state-of-the-art advertising and
promotion infrastructure to acquiring businesses in Eastern Europe,
particularly in the country of Moldova.  Trezac plans to identify and acquire
specific businesses in Moldova in a roll up strategy.


                                       34

<PAGE>

On January 22, 2003, the Company entered into a Stock Purchase Agreement
("the Agreement") with Millagro SRI,, a company doing business in the
Republic of Moldova, ("the acquiree") whereby the Company will acquire 100%
of the ownership interests in the acquiree for a total consideration of
$8,250,000. The consideration will be paid by the Company's issuance of Rule
144 restricted shares of common stock on the effective date of the agreement.
Generally accepted accounting principles in the United States of America
require that the company whose shareholders retain a majority interest in a
business combination be treated as the acquirer for accounting purposes.  As a
result of the exchange, Millagro SRL will become the majority shareholder and
accordingly the accounting acquirer and the transaction will be treated as a
reverse acquisition and recapitalization of Millagro SRL.  The transaction is
expected to close during May, 2003.

Trezac's acquisition strategy is designed to create a group independent
companies under the umbrella of holding company.  Our geographical
acquisition focus will be initially the Republic of Moldova.

Moldova enjoys a favorable climate and excellent farmland.  The country has
no major mineral deposits.  As a result, the economy depends heavily on
agriculture, featuring fruits, vegetables, vineyards, and tobacco.  Moldova
must import all of its supplies of energy.  Oil, coal, and natural gas, are
largely purchased from Russia.  Energy shortages contributed to sharp
production declines after the breakup of the Soviet Union in 1991.  As part
of an ambitious post Soviet reform effort, Moldova introduced a stable
convertible currency, freed all prices, stopped issuing preferential credits
to state enterprises, backed steady land privatization, removed export
controls, and freed interest rates.  Moldova is still considered the poorest
country in Europe.

Management's vision is to be involved in the production and distribution of
significant portions of Moldova's line of staple services and products.
Management believes this includes:  staple food diet, alcohol and beverage
products, breads and pastries, processed meat and tobacco and consumer energy
in the form of Liquid Propane Gas (LPG).


                                     35

<PAGE>

The Company plans to achieve Economies-of-scale by instituting modern
management practices and practical accounting consolidations.  Trezac has
laid plans to vertically expand through acquisition, combination
and/or merger.

Trezac works locally through specialist business consultants, investment
bankers and philanthropic funds to identify and acquire undervalued
opportunities for development and capitalization.  The focus in each
acquisition is on building sales, acquiring profitable assets, up dating
data systems and positioning subsidiaries for sales to, barter with, or
joint venture with key market leaders.

Going Concern - The Company experienced operating losses for the three months
ended March 31, 2003.  The financial statements have been prepared assuming the
Company will continue to operate as a going concern which contemplates the
realization of assets and the settlement of liabilities in the normal course of
business.  The Company has a net loss from operations of $10,538,502 since
inception and a negative cash flow from operating activities of $1,039,239
since inception.  Due to the net losses and negative cash flows from operating
activities since inception, the Company may not be able to meet such objectives
as presently structured.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such activity will
generate funds that will be available for operations.


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

During the three months ended March 31, 2003, the Company generated no revenue
revenue, this compares to no revenue for the same period last year.  For
the three months ended March 31, 2003, the Company incurred a net loss of
$(501,889) or a loss of $(0.09) per share as compared to net loss of $(901,699)
or a loss of $(4.24) pr share for the same period last year.  As compared to the
same period last year, the Company's net loss dropped by $399,810.  The net loss
for the current Quarter included general and administrative expenses of $504,117
as compared to $654,804 for the same period last year.  Other expenses for the
three months ended March 31, 2003, included interest expense of $10,095 as
compared to $285,372 for the same period last year.  The reduced general and
administrative expenses and interest expense, resulted in a reduction of net
losses for this first Quarter as compared to last year's results.  Since the
Company's inception the Company has lost $(10,538,502).

Management does not believe the company will generate any significant profit
in the near future, as developmental, marketing costs and acquisition costs
will most likely exceed any anticipated revenues.

Unless the Company can start generating additional revenues, it is questionable
that it can remain a Going Concern.  The Company's ability to continue as a
going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations.  Management plans to raise capital to finance the operating and
capital requirements of the Company.  Amounts raised will be used to further
development of the Company's products, to provide financing for marketing and
promotion, to secure additional property and equipment, and for other working
capital purposes.  While the Company is expending its best efforts to achieve
the above plans, there is no assurance that any such activity will generate
funds that will be available for operations.

                                     36
<PAGE>


Liquidity and Capital Resources
-------------------------------

The Company had authorized 100,000,000 shares of $.0001 par value common stock,
prior to 2002.  In January, 2002, the Board of Directors approved an amendment
to the articles of incorporation to increase the authorized shares of common
stock from 100,000,000 to 500,000,000.

As of March 31, 2003, the Company's current assets exceeded its current
liabilities by approximately $41,766.  As of March 31, 2002, the Company's
current liabilities exceeded its current assets by approximately $452,461.
The bulk of this turnaround, of increased currents assets over current
liabilities is due to prepaid consulting fees of $765,846.

During January, 2003, the Company issued 40,000 options, with an exercise
price of $30 and a fair value of $3,891, to purchase 40,000 shares of common
stock to a consultant for full payment on a consulting invoice.  The options
were immediately exercised.

Also during January 2003, the Company issued 25,000 options, with an exercise
price of $.10 and a fair value of $2,074, to purchase 25,000 shares of common
stock to a consultant for full payment on a consulting invoice.  The options
were immediately exercised.


During February 2003, the Company issued 250,000 shares of common stock to an
unrelated party for cash based on a stock purchase agreement.  This issuance
was valued at $.02 per share, which was less than the fair market value of
the Company's trading common stock on the grant date.

Also during February 2003, the Company issued an aggregate of 382,600 shares
of common stock to four different debenture holders for the conversion of
$5,739 in convertible debt that was originally issued in January and
September 2002.

During March 2003, the Company issued an aggregate of 175,000 shares of
common stock at $.50, the fair market value on the grant date, to three
different attorneys for services to be provided for the year ending December
31, 2003.  As a result of the transaction, the Company has recorded current
charges to operations of $21,875 for the three March 31, 2003 and deferred
legal expenses of $65,625, which will be amortized over the life of the
service agreement.

Also during March 2003, the Company issued 20,000 options, with an exercise
price of $.25 and a fair value of $4,873, to purchase 20.000 shares of common
stock to an employee for quarterly compensation.  The options were immediately
exercised.  As a result of the transaction, the Company has recorded a
current charge to operations of $4,873 during the three months ended March
31, 2003.


                                     37

<PAGE>



Also during March 2003, the Company issued 810,000 options, with an exercise
price of $.13 and a fair value of $80,553, to purchase 810,000 shares of
common stock to a consultant in relation to a twenty-four month consulting
agreement.  The options were immediately exercised.  As a result of the
transaction, the Company has recorded a current charge to operations of
$1,678 during the three months ended March 31, 2003 and a deferred consulting
expense of $78,875 as of March 31. 2003.

Also during March 2003, the Company issued 150,000 options, with an exercise
price of $.10 and a fair value of $41,880, to purchase 150,000 shares of
common stock to a consultant for payment on a consulting invoice.  The
options were immediately exercised.  As a result of the transaction, the
Company has recorded a current charge to operations of $41,880 during the
three months ended March 31, 2003.

Also during March 2003, the Company issued 700,000 options, with an exercise
price of $.20 and a fair value of $342,927 to purchase 700,000 shares of
common stock to a consultant in relation to a twelve-month consulting
agreement.  The options were immediately exercised.  As a result of the
transaction, the Company has recorded a current charge to operations of
$14,539 during the three months ended March 31, 2003 and a deferred
consulting expense of $334,388.

Also during March 2003, the Company issued 270,000 options, with an exercise
price of $.36 and a fair value of $134,439, to purchase 270,000 shares of
common stock to a consultant in relation to a twenty-four month consulting
agreement.  The options were not exercised as of March 31, 2003.  As a result
of the transaction, the Company has recorded a deferred consulting expense as
of March 31, 2003 of $94,399 and a current charge to operations of $2,801
during the three months ended March 31, 2003 related to the amortization of
the deferred consulting expense.  Additionally, the Company recorded a current
charge to operations of $37,239 for an impairment charge since the fair value
of the options issued for these services was greater than the fair value of
the services to be provided under the agreement.

During the three months ended March 31, 2003, the Company issued an aggregate
of 1,780,000 options, having a fair value of $563,919, to four consultants
for services related to agreements ranging from twelve to twenty-four
months beginning during the three months ended March 31, 2003.

During the three months ended March 31, 2003, the Company issued an aggregate of
175,000 shares of common stock valued at $87,500, based on the fair market
value on the issue date, to three attorneys for services to be provided
for the year ending December 31, 2003.

During the three months ended March 31, 2003, the Company issued 382,600 shares
of common stock related to the conversion of $5,739 in convertible
debentures.

                                     38

<PAGE>



Item 3. Controls and Procedures

Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                     39
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                           PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company from time to time may be involved in litigation incident to the
conduct of its business.  Certain litigation with third parties and
present and former shareholders of the Company are routine and incidental.

Trezac's subsidiary, FCOM, Inc. and its President have been named as Defendants
in a suit filed November 4, 2001 in the Superior Court of the State of Colorado
for County of Denver by a stockholder who purchased 100,000 shares of FCOM for
$50,000.  The shareholder alleges his investment in the Company was based on
improper information.  This shareholder seeks the return of his investment as
well as punitive damages and legal expenses from the defendants.

ITEM 2.  Changes in Securities and Use of Proceeds

On September 28, 2001, the Company effectuated a reverse 16 for 1 stock split.
On July 25, 2002, the Company effectuated a reverse 100 for 1 stock split.

During the First Quarter, 2003, the Company issued 2,552,600 shares, pursuant
to the exemption provided in Section 4(2)of the Securities Act for transactions
by an issuer not involving a public offering. These shares where issued for
services to help facilitate the Millagro SRL acquisition.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the three months ended March 31, 2003, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

None.


ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

   99.1     Chief Executive Officer-Section 302 Certification pursuant to
            Sarbane-Oxley Act.

   99.2     Chief Executive Officer-Section 906 Certification pursuant to
            Sarbane-Oxley Act.

(b)  Reports on Form 8-K

The Company filed a Current Report dated January 22, 2003, pursuant to Item 2
("Acquisition or Disposition of Assets"), entitled "Acquisition of Millagro
SRL;" and, Item 7. ("Exhibits"), entitled "Stock Purchase Agreement."



                                    40

<PAGE>

On February 12, 2003, the Company amended its Current Report dated August 9,
2002, pursuant to Item 4 ("Changes in Registrant's Certifying Accountants"),
entitled "rescinding the termination of its Certifying Accountant."  (See
Item 8 above entitled "Changes in and Disagreements with Accountants and
Accounting and Financial Disclosure.")

The Company filed a Current Report dated March 5, 2002, pursuant to Item 9
("Regulation FD Disclosure"), a Press Release entitled "Trezac Retains Merchant
Banker to Close Asset Backed Financing."




                                     41
<PAGE>


                                 SIGNATURES

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


                                       TREZAC INTERNATION CORPORATION
                                       ------------------------------
                                                 Registrant

Dated:  June 30, 2003

                                     By:   /s/ Paul Taylor
                                     ----------------------------------
                                               Paul Taylor
                                               Chairman, President
                                               Chief Executive Officer
                                               Secretary


In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

Dated:  June 30, 2003

                                     By:   /s/ Paul Taylor
                                     ----------------------------------
                                               Paul Taylor
                                               Chairman, President
                                               Chief Executive Officer
                                               Secretary

                                      42

<PAGE>



Exhibit 99.1 -- Chief Executive Officer Certification (Section 302)

                     CERTIFICATION OF CHIEF EXECUTIVE OFFICER

            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Paul Taylor, certify that:

     1.   I   have  reviewed  this  quarterly  report  on  Form 10-QSB of Trezac
          International Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

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

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

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

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that  involves  management or
               other employees who have a  significant role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

June 30, 2003                        /s/ Paul Taylor
-------------                        ------------------------------------
                                        Paul Taylor
                                        Chief Executive Officer


                                    43

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