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

                                  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 June 30, 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)

               1240 South Parker Road, Suite 203, Denver, CO  80231
               ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

   Registrant's telephone number, including area code:  303-283-6368
                                                        ------------

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, 197,836,045 issued and outstanding
as of June 30, 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 Sheet (unaudited)..............  3
          Condensed Consolidated Statements of Operations (unaudited)...  4
          Condensed Consolidated Statement of Changes in
              Stockholders' Equity (Deficiency) (unaudited).............  5
          Condensed Consolidated Statements of Cash Flows (unaudited)...  6
          Notes to Condensed Consolidated Statements.................... 8-20

Item 2.   Management's Discussion and Analysis of Plan
          of Operation..................................................  21

Item 3.   Controls and Procedures.......................................  29

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.............................................  30

Item 2.   Changes in Securities and Use of Proceeds.....................  31

Item 3.   Defaults upon Senior Securities...............................  32

Item 4.   Submission of Matters to a Vote
          of Security Holders...........................................  32

Item 5.   Other Information.............................................  32



Item 6.   Exhibits and Reports on Form 8-K..............................  32

Signatures..............................................................  33


                                      2

<PAGE>


              TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
                     CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF JUNE 30, 2003
                              -------------------

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                     ------
<S>                                                         <C>
CURRENT ASSETS
 Cash                                                       $       15,221
 Accounts receivable                                               192,129
 Other receivables                                                 446,573
 Prepaid expenses                                                  640,207
 Inventories                                                       140,846
                                                            --------------
     Total Current Assets                                        1,434,976

Property, plant and equipment, net                               1,982,552
Notes and interest receivable - related party                       57,079
Equity investment                                                   42,714
                                                            --------------
TOTAL ASSETS                                                $    3,517,321
------------                                                ==============


               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
               -------------------------------------------------

CURRENT LIABILITIES
 Accounts payable and accrued expenses                      $    1,243,435
 Convertible debentures                                            517,094
 Notes payable - current                                         1,112,910
 Notes payable - related party                                      50,750
 Deferred tax liabilities                                           19,456
 Capital lease obligation - current                                 99,820
                                                            --------------
     Total Current Liabilities                                   3,043,465

     Capital lease obligation - non-current                        118,270
     Notes payable - non-current                                   200,000
                                                            --------------
     Total Liabilities                                           3,361,735


STOCKHOLDERS' EQUITY (DEFICIENCY)
 Common stock, $0.0001 par value, 500,000,000 shares
   authorized, 197,836,045 shares issued and outstanding            19,784
 Additional paid-in capital                                      1,200,593
 Subscription receivable                                          (540,000)
 Accumulated other comprehensive loss                              (46,975)
 Accumulated deficit                                              (477,816)
                                                            ---------------
  Total Stockholders' Equity (Deficiency)                          155,586
                                                            --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)     $    3,517,321
-------------------------------------------------------     ==============

</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                -----------------------------------------------
                                  (UNAUDITED)
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                    For the Three  For the Three   For the Six    For the Six
                    Months Ended   Months Ended   Months Ended   Months Ended
                    June 30, 2003  June 30, 2002  June 30, 2003  June 30, 2002
                    -------------  -------------  -------------  -------------
<S>                 <C>            <C>            <C>            <C>
REVENUE             $      79,546  $     362,449  $     333,294  $     589,770

Cost of Sales              35,660        356,284        251,383        563,688
                    -------------  -------------  -------------  -------------
Gross Profit               43,886          6,165         81,911         26,082
                    -------------  -------------  -------------  -------------
OPERATING EXPENSES
 General and
 administrative
 expenses                 103,730         14,997        468,485        105,842
 Depreciation               2,607          3,370          5,316          6,741
                    -------------  -------------  -------------  -------------
   Total Operating
    Expenses              106,337         18,367        473,801        112,583
                    -------------  -------------  -------------  -------------

LOSS FROM OPERATIONS      (62,451)       (12,202)      (391,890)       (86,501)
                    -------------  -------------  -------------- -------------
OTHER INCOME
(EXPENSE)
 Gain on sale
 of fixed assets              109            132            112         14,591

Other income                    -              -            849          6,832
 Interest income           25,974              -         26,408              -
 Interest expense             (35)             -       (130,854)             -
                    -------------- -------------  -------------- -------------
     Total Other
     Income
     (Expense)             26,0485,939            132       (103,485)        21,423
                    -------------- -------------  -------------- -------------
NET LOSS            $     (36,403512) $     (12,071070) $    (495,376) $     (65,078)
                    ============== =============  ============== ==============
NET LOSS PER SHARE  $       (.0023) $       (.001) $       (.003) $       (.005)
                    ============== ============== ============== ==============
WEIGHTED AVERAGE
 SHARES OUTSTANDING   149,339,038    123,750,000    136,544,519    123,750,000
                    =============  =============  =============  =============
</TABLE>
    See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>



               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (DEFICIENCY)
                    FOR THE SIX MONTHS ENDED JUNE 30, 2003
                    --------------------------------------
                                  (UNAUDITED)

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIENCY)


                                                  Accumulated
                             Additional           Other Comp-
            Common Stock      Paid-In Subscription rehensive Retained
           Shares    Amount   Capital   Receivable   Loss    Earnings    Total
         ----------- ------- ---------- ---------  --------  --------  --------
<S>      <C>         <C>     <C>        <C>        <C>       <C>       <C>
Balance,
 Jan 1,
 2003    123,750,000 $12,375 $  391,554 $       -  $(45,995) $ 17,560  $375,494

Recapital-
 ization as
 a result
 of merger
 in May
 2003     70,306,045   7,031    505,430  (540,000)        -         -    27,539

Stock issued
 for
 services  3,780,000     378    303,609         -         -         -   303,987

Comprehensive loss:
 Foreign
 currency
 translation       -       -          -         -      (980)         -
 Net loss          -       -          -         -         -   (495,376)
Total
comprehensive
loss               -       -          -         -         -          - (496,356)
         ----------- ------- ---------- ---------  --------  --------- --------

BALANCE,
 JUNE 30,
 2003    197,836,045 $19,784 $1,200,593 $(540,000) $(46,975) $(477,816) $155,586
 ----    =========== ======= ========== ========== ========= ========= =========
</TABLE>

  See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (UNAUDITED)



<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                   For the Six    For the Six
                                                  Months Ended   Months Ended
                                                  June 30, 2003  June 30, 2002
                                                  -------------  -------------
<S>                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                         $    (495,376) $  (65,078)
 Adjustments to reconcile net loss to net cash
 from operating activities:
 Depreciation                                             5,316       5,167
 Stock and options issued for services                  303,987
 Gain on sale of equipment                                  112     (14,591)
Changes in assets and liabilities:
 Accounts receivable                                    567,456    (903,562)
 Other receivables                                                  (29,542)
 Prepaid expenses and other current assets             (349,855)     10,513
 Inventories                                              9,688     105,065
 Accounts payable and accrued expenses                 (191,701)  1,355,611
 Deferred tax liability                                  19,456      18,826
                                                  -------------  -------------
  Net Cash Provided By (Used In) Operating Activities  (130,917)    482,409
                                                  -------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Payments made on investments                              (599)          -
 Proceeds from sale of property, plant and equipment    (21,853)   (511,030)
                                                  -------------- -------------
  Net Cash Used In Investing Activities                 (22,452)   (511,030)
                                                  -------------- -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable and line of credit               -      28,038
 Payment on capital lease obligation                    (50,890)          -
 Payments on note payable - related party                 2,301           -
                                                  -------------  -------------
    Net Cash Provided By Financing Activities           (48,589)     28,038
                                                  -------------- -------------

EFFECT OF RATE CHANGES ON CASH                          216,345           -

NET DECREASE IN CASH                                     14,387        (583)
                                                  -------------  -------------
CASH - BEGINNING OF PERIOD                                  834         870
                                                  -------------  -------------
CASH - END OF PERIOD                              $      15,221  $      287
--------------------                              =============  =============
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>



               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (UNAUDITED)


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

DISCLOSURES NEED TO BE ADDED

In relation to the merger and recapitalization, the Company obtained $42,115
equity investment, $684,317 prepaid and other current assets, $13,118 property,
plant and equipment, $57,079 notes receivable, $50,750 notes payable, $256,324
accounts payable and accrued expenses, $517,094 convertible debentures, $7,031
common stock, $540,000 subscriptions receivable and $505,430 additional paid in
capital.






  See accompanying notes to condensed consolidated financial statements.

                                      7

<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


NOTE 1  BASIS OF PRESENTATION AND NATURE OF ORGANIZATION
------  ------------------------------------------------

     The  accompanying  unaudited  condensed  consolidated financial statements
     include the accounts of Trezac International  Corporation and Subsidiaries
     (F/K/A Trezac Corporation)(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 six months ended June 30, 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
     six  months  ended June 30, 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 Report on Form 8-K/A filed June 13, 2003.

     Pursuant  to  the  Stock  Purchase  Agreement  which  was originally dated
     January  22, 2003 and revised and effective on May 29, 2003,  the  Company
     agreed to  acquire  the shares of Millagro SRL, a Moldovan Corporation, by
     issuing and delivering in exchange of the Company's common voting stock of
     103,125,000 shares at  par  value  $0.0001.   The  reverse merger has been
     accounted  for  as  a  recapitalization (See Note 3).  After  the  reverse
     merger,   the  Company  primarily   produces,   markets,   and   processes
     agricultural products in the Soroca district of the Republic of Moldova.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------  ------------------------------------------

     (A) BASIS OF CONSOLIDATION
     --------------------------

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

     (B) ECONOMIC AND POLITICAL RISKS
     --------------------------------

     The Company faces a number of risks and challenges  since  its  operations
     are in the Republic of Moldova and its primary market is in Moldova.   The
     financial statements have been prepared assuming the Company will continue
     as a going concern (See Note 15).

                                      8
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------

     (C) CASH
     --------

     Cash includes cash on deposit held by financial institutions.

     (D) INVENTORIES
     ---------------

     Inventories  are  stated  at  the  lower of cost or market on average cost
     basis,  and  includes  finished  goods,  work-in-process,  raw  materials,
     packaging material and product merchandise.   Finished goods include costs
     of raw materials, packaging, labor used in production,  and warehousing on
     facilities and equipment (See Note 6).

     (E) PROPERTY, PLANT AND EQUIPMENT
     ---------------------------------

     Property, plant and equipment are carried at cost less depreciation.   The
     cost   of   repairs   and  maintenance  is  expensed  as  incurred;  major
     replacements and improvements are capitalized.  When assets are retired or
     disposed of, the cost and  accumulated  depreciation  are removed from the
     accounts, and any resulting gains or losses are included  in income in the
     year of disposition.

     Depreciation is provided using the straight-line method over the estimated
     useful lives of the assets.  The lives applied are as follows:

          Vehicles and office equipment           5 Years
          Buildings and storage facilities     25 - 50 Years
          Manufacturing equipment                 5 Years

     In accordance with Statement of Financial Accounting Standards  (SFAS) No.
     144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the
     Company  periodically  reviews  such  assets for possible impairments  and
     expected losses, if any, are recorded currently.

     (F) FAIR VALUE OF FINANCIAL INSTRUMENTS
     ---------------------------------------

     Financial  Accounting  Standards  Board  ("FASB")   issued   Statement  of
     Financial Accounting Standards No. 107 ("SFAS 107"), Disclosure About Fair
     Value of Financial Instruments.  SFAS No. 107 requires disclosure  of fair
     value  information  about financial instruments when it is practicable  to
     estimate that value.   The carrying amount of the Company's cash, accounts
     receivable, other receivables,  accounts  payable  and  accrued  expenses,
     convertible debentures, and notes payable approximate their estimated fair
     values due to their short-term maturities.

                                       9
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     (G) FOREIGN CURRENCY TRANSLATION
     --------------------------------

     Conversion  of  currency  from  a Republic of Moldova lei ("MDL$") into  a
     United States dollar ("US$") has  been  made  at the respective applicable
     rates of exchange.  Monetary assets and liabilities denominated in foreign
     currencies are converted into US$ at the applicable  rate  of  exchange at
     the  balance sheet date.  Income and expense items were converted  at  the
     average rates for the periods ended.

     (H) USE OF ESTIMATES
     --------------------

     The preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles in the United States of America  requires
     management to make estimates  and  assumptions  that  affect  the reported
     amounts of assets and liabilities and disclosure of contingent  assets and
     liabilities  at  the  date  of  the financial statements, and the reported
     amounts  of  revenue and expenses during  the  reporting  period.   Actual
     results when ultimately realized could differ from those estimates.

     (I) CONCENTRATION OF CREDIT RISK
     --------------------------------

     Financial  instruments,   which   potentially   expose   the   Company  to
     concentrations of credit risk, consist of cash and trade receivables.  The
     Company  performs  ongoing  evaluations  of  its  cash position and credit
     evaluations  at  the subsidiary level to ensure collections  and  minimize
     losses.

     (J) REVENUE RECOGNITION
     -----------------------

     Revenue is recognized  when  title passes to the customer upon delivery of
     the product to a third party shipper.

     (K) EMPLOYEES' BENEFITS
     -----------------------

     Mandatory  contributions  are  made   by   the  Company  to  the  Moldovan
     Government's health, retirement benefit and  unemployment  schemes  at the
     statutory  rates  in  force  during  the  period,  based  on  gross salary
     payments.   The  cost  of  these  payments is charged to the statement  of
     income in the same period as the related salary cost.

     (L) INCOME TAXES
     ----------------

     The  provision  for  income  taxes is based  on  income  before  taxes  in
     accordance with taxation principles currently effective in the Republic of
     Moldova and the United States  of  America.   As required by SFAS No. 109,
     "Accounting for Income Taxes".  Deferred tax assets  and  liabilities  are
     recognized  for  the  expected future tax consequences of events that have

                                         10
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     been included in the financial  statements  or  tax  returns.   Under this
     method,  deferred tax assets and liabilities are determined based  on  the
     differences  between  the financial statement carrying amounts and the tax
     basis of assets and liabilities  using enacted tax rates in effect for the
     year  in which the differences are  expected  to  reverse.   Deferred  tax
     assets  are  reduced  by  a  valuation  allowance when, in the opinion, of
     management, it is more likely than not that  some  portion  or  all of the
     deferred tax assets will not be realized.

     (N) EARNINGS PER SHARE
     ----------------------

     Basic  and diluted net loss per common share for all periods presented  is
     computed  based  on  the weighted average common shares outstanding during
     the year as defined by  SFAS  No.  128, "Earnings Per Share."  The assumed
     exercise of common stock equivalents  was  not  utilized  since the effect
     would be anti-dilutive.

     (O) STOCK-BASED COMPENSATION
     ----------------------------

     In  accordance with SFAS No. 123, the Company has elected to  account  for
     stock options and warrants issued to employees under Accounting Principles
     Board  Opinion  No. 25 ("APB Opinion No. 25") and related interpretations.
     The Company accounts  for  stock  options  and  warrants  issued  to  non-
     employees for services under the fair value method of SFAS No. 123.

     (P) RECENT ACCOUNTING PRONOUNCEMENTS
     ------------------------------------

     In  December  2002,  the  FASB issued SFAS No. 148, "Accounting for Stock-
     Based Compensation-Transition  and  Disclosure  - an amendment of SFAS No.
     123".   SFAS  No.  148 amends SFAS No. 123, "Accounting  for  Stock  Based
     Compensation" and provides alternative methods for accounting for a change
     by registrants to the  fair  value  method  of  accounting for stock-based
     compensation.    Additionally,   SFAS  No.  148  amends   the   disclosure
     requirements  of SFAS No. 123 to require  disclosure  in  the  significant
     accounting policy footnote of both annual and interim financial statements
     of the method of  accounting  for stock based-compensation and the related
     pro forma disclosures when the  intrinsic  value  method  continues  to be
     used.   The  statement  is  effective  for  fiscal  years  beginning after
     December  15,  2002,  and  disclosures are effective for the first  fiscal
     quarter beginning after December 15, 2002.

     In April 2003, the FASB issued  SFAS  No. 149, "Amendment of Statement 133
     on Derivative Instruments and Hedging Activities".   SFAS  No.  149 amends
     and   clarifies   financial   accounting   and  reporting  for  derivative
     instruments, including certain derivative instruments  embedded  in  other
     contracts  (collectively  referred  to  as  derivatives)  and  for hedging
     activities under SFAS No. 133, "Accounting for Derivative Instruments  and
     Hedging  Activities".   The  changes  in  SFAS  No.  149 improve financial

                                       11
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     reporting by requiring that contracts with comparable  characteristics  be
     accounted  for  similarly.   This  statement  is  effective  for contracts
     entered  into  or  modified  after June 30, 2003 and all of its provisions
     should be applied prospectively.

     In  May  2003,  the FASB issued SFAS  No.  150,  "Accounting  For  Certain
     Financial  Instruments   with  Characteristics  of  both  Liabilities  and
     Equity".   SFAS  No. 150 changes  the  accounting  for  certain  financial
     instruments with characteristics  of  both  liabilities  and  equity that,
     under  previous pronouncements, issuers could account for as equity.   The
     new accounting  guidance  contained  in  SFAS  No. 150 requires that those
     instruments be classified as liabilities in the balance sheet.

     SFAS  No.  150  affects  the  issuer's  accounting  for   three  types  of
     freestanding  financial  instruments.  One type is mandatorily  redeemable
     shares, which the issuing company is obligated to buy back in exchange for
     cash or other assets.  A second  type  includes  put  options  and forward
     purchase contracts, which involves instruments that do or may require  the
     issuer  to  buy  back  some  of  its  shares in exchange for cash or other
     assets.  The third type of instruments  that  are  liabilities  under this
     Statement  is  obligations  that  can be settled with shares, the monetary
     value of which is fixed, tied solely  or  predominantly to a variable such
     as a market index, or varies inversely with  the  value  of  the  issuers'
     shares.   SFAS  No. 150 does not apply to features embedded in a financial
     instrument that is not a derivative in its entirety.

     Most of the provisions  of  SFAS  No. 150 are consistent with the existing
     definition of liabilities in FASB Concepts  Statement  No. 6, "Elements of
     Financial  Statements".   The remaining provisions of this  Statement  are
     consistent with the FASB's proposal to revise that definition to encompass
     certain obligations that a  reporting entity can or must settle by issuing
     its  own  shares.   This  Statement   shall  be  effective  for  financial
     instruments entered into or modified after  May  31,  2003  and  otherwise
     shall  be effective at the beginning of the first interim period beginning
     after  June   15,   2003,  except  for  mandatorily  redeemable  financial
     instruments of a non-public  entity, as to which the effective date is for
     fiscal periods beginning after December 15, 2003.

     Management   does   not  expect  the   impact   from   these   statements'
     pronouncements to have  a  material  impact  on the Company's consolidated
     financial position or results of operations.

NOTE 3  REVERSE MERGER
------  --------------

     On  January  22,  2003, Millagro SRL ("Millagro"),  and  its  shareholders
     entered  into  a  Stock   Purchase  Agreement  with  Trezac  International
     Corporation ("Trezac" an inactive  public  shell)  and the shareholders of
     Millagro agreed to sell to Trezac, and Trezac agreed  to  purchase  all of
     the outstanding shares of Millagro, in exchange for 103,125,000 shares  of

                                       12
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     Trezac  having  a  par  value  of $0.0001 representing sixty-three percent
     (63%)  of  the  total  outstanding  common  shares  of  Trezac  (including
     presently  outstanding  warrants  and  stock   options  of  Trezac)  in  a
     transaction that was treated as a reverse merger.

     As a result of the Stock Purchase Agreement and  completion of the reverse
     merger,  which  has  been  accounted  for as a recapitalization,  Millagro
     legally became a wholly owned subsidiary  of Trezac, however for financial
     statement presentation purposes, Millagro became  the  accounting acquirer
     and Trezac became the accounting acquiree.  As a result,  the consolidated
     financial  statements  include;  (1)  the balance sheet of the  accounting
     acquirer and the acquiree at historical  cost for the period presented and
     (2) the statements of operations of the acquirer for all periods presented
     and the results of operations of the acquiree  from  the date of merger to
     the date of presentation.

NOTE 4  TRADE RECEIVABLES
------  -----------------

     Trade receivables are summarized as follows as of June 30, 2003:

          Domestic                       $
          Foreign
                                          ------------
                                         $     271,549
                                          ============

NOTE 5  PREPAID EXPENSES
------  ----------------

     Prepaid expenses relate to deferred consulting costs of $579,448.  For the
     period ended June 30, 2003, a charge to operations for amortization of the
     prepaid  consulting  costs  of  $41,403  was recorded and is  included  in
     general and administrative expenses.  The  prepaid  asset  represents  the
     deferred  portion  of  the  fair  value  of  stock  and  options issued to
     consultants  for  services  that are being expensed over their  respective
     lives (See Note 2(O)).  A valuation write-down charge is recorded when the
     total fair value of the options  issued  for  services is greater than the
     fair value of the services to be provided under the respective agreements.
     No valuation write-down was required as of June  30,  2003.   The  Company
     will continue to evaluate the recoverability of the unamortized portion of
     the deferred consulting expense in subsequent periods.

     Additionally,  the Company has prepaid professional fees in the amount  of
     $60,750 to be applied  against  future  invoices.   Amortization, which is
     included  in  general  and  administrative  expenses  in the  accompanying
     statements of operations, related to these professional  fees  was  $7,292
     for the period ended June 30, 2003.

                                       13
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------

NOTE 6  INVENTORIES
------  -----------

     Inventories are summarized as follows as of June 30, 2003:

     Raw materials              $ 41,908
     Work-in-process              12,350
     Finished goods               58,303
     Purchased goods and other    38,828
                                --------
                                $151,389
                                ========

     Certain inventory is pledged as collateral for notes (See Note 10).

NOTE 7  PROPERTY, PLANT AND EQUIPMENT ( CHECK NOTE 6 of F/S)
------  -----------------------------

     Property,  plant  and  equipment consisted of the following as of June 30,
     2003:

     Land                                $   23,059
     Buildings, machinery and equipment   2,138,762
     Construction in progress and other     549,307
                                         ----------
         Gross                            2,711,128
     Less accumulated depreciation         (536,829)
                                         -----------

         Net                             $2,174,299
                                         ==========

     Depreciation expense for  the  six months ended June 30, 2003 and June 30,
     2002  was  approximately  $______  and   $______,  respectively.   Certain
     property, plant and equipment is pledged as collateral for notes (See Note
     10).

NOTE 8  NOTES AND INTEREST RECEIVABLE - RELATED PARTY
------  ---------------------------------------------

     The  Company  has  nine  note  agreements  with   an   officer/stockholder
     aggregating  approximately  $650,000,  of  which  $540,000  represents   a
     subscription  receivable  in  the  accompanying  balance  sheets, which is
     recorded as a contra to equity.  The notes, in the amount of $110,000, are
     unsecured, due at various dates during 2006 and 2007, and bear interest at
     8%  per  annum  with principal and accrued interest due at maturity.   The
     Company has not loaned  the officer/stockholder any amounts since February
     2002 in accordance with the  Sarbanes  Oxley  Act of 2002.  As of June 30,
     2003, $45,051 remained unpaid on the notes.  In connection with the notes,
     the Company has recorded approximately $4,000 of  interest  income for the
     period  ended June 30, 2003 in the accompanying statements of  operations.

                                     14
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     Accrued interest receivable was approximately $84,500 as of June 30, 2003.
CHECK NOTE 9 OF F/S FINAL

NOTE 9  NOTES PAYABLE - RELATED PARTY
------  -----------------------------

     The Company has loans from stockholders aggregating $78,250.  The original
     terms of  the  notes  were that they were unsecured, matured in forty-five
     days from issuance date,  and bore 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 June 30, 2003.
     The Company is  currently working out a payment plan with the stockholders
     to repay the notes.

     Interest expense  for the period ended June 30, 2003 of approximately $700
     for the related party  notes  payable has been recorded by the Company and
     is  included  in  interest  expense  in  the  accompanying  statements  of
     operations.

NOTE 10  NOTES PAYABLE
-------  -------------

     Notes payable consisted of the following as of June 30, 2003:

Note to bank, due during 2003 and  2004  in  various  installments,
 interest rate at 11%, collateralized by property, plant and
 equipment                                                           $  236,349

Note to bank, due in 2003 and 2004 in various installments,
 interest  rate at 15%, collateralized by property, plant and
 equipment                                                              193,737

Note to bank, due April 1, 2003; interest rate at 25%,
 collateralized by inventory and property, plant and equipment,
 this note is currently in default WHAT HAS THE COMPANY DONE
 ABOUT THIS DEFAULT?                                                     70,083

Note to bank, due in 2003; interest rate at 13%, collateralized
 by property, plant and equipment                                       784,526

Note to bank, due April 15, 2003, interest rate 11%, collateralized
 by inventory and property, plant and equipment, this note is
 currently in default WHAT HAS THE COMPANY DONE ABOUT THIS DEFAULT?      18,215


                                      15
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


Note to ____, ESPER/PAUL THERE IS A NOTE TO MICHAEL AJZEMAN -
 NEED THE DETAILS HERE FILL IN THE BLANKS, due in ____, interest
 rate at ____%                                                           10,000
                                                                     ----------

Total notes payable                                                   1,312,910
Less current portion                                                  1,112,910
                                                                     ----------

Notes payable non-current                                            $  200,000
                                                                     ==========

     Total  accrued interest as of June 30, 2003 was $______, which is included
     in current liabilities in the accompanying balance sheet.

CHECK NOTE 9 -= FS FINAL

NOTE 11  STOCKHOLDERS' EQUITY
-------  --------------------

     On July  14,  2003,  the Company declared a 6 for 5 forward stock split of
     all common stock authorized, issued and outstanding.  All shares of common
     stock and per share amounts  have  been  retroactively adjusted to reflect
     the forward split.

     The Company uses the Black-Scholes option  pricing  model  to estimate the
     fair  value  of each option grant on the date of grant in accordance  with
     SFAS No. 123 with  the  following  weighted  average assumptions: dividend
     yield  of zero; expected volatility of 323% to  339%;  risk-free  interest
     rate of 1.51% to 2.06%; expected life of 2.45 to 2.65 years.

     During June  2003,  the  Company  issued 300,000 options, with an exercise
     price of $.06 and a fair value of $29,739,  to  purchase  300,000 (360,000
     post-split) 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   $18,000   during   the   period  ended  June  30,  2003.
     Additionally,  the  Company recorded a current  charge  to  operations  of
     $11,739 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.

     Also  during  June  2003,  the  Company  issued  200,000 options, with  an
     exercise price of $.10 and a fair value of $20,000,  to  purchase  200,000
     (240,000  post-split)  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 $20,000 during the period ended June 30, 2003.

     Also  during  June  2003,  the  Company  issued 100,000 options,  with  an
     exercise price of $.10 and a fair value of  $10,000,  to  purchase 100,000

                                     16
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     (120,000  post-split)  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 $10,000 during the period ended June 30, 2003.

     Also  during  June  2003, the Company issued 1,550,000  options,  with  an
     exercise price of $.10 and a fair value of $155,000, to purchase 1,550,000
     (1,860,000 post-split)  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 $155,000 during the period ended June 30, 2003.

     Also  during  June  2003, the Company issued 1,000,000  options,  with  an
     exercise price of $.05  and a fair value of $89,248, to purchase 1,000,000
     (1,200,000 post-split) 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  $50,000  during  the  period  ended  June  30,  2003.
     Additionally,  the  Company  recorded  a  current  charge to operations of
     $39,248  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.

NOTE 12  INCOME TAXES - DELETED - SEE F/S - FINALS
-------  ------------

     The nominal statutory corporate  tax  rate  in  the Republic of Moldova is
     28%.  Taxes are calculated in accordance with Moldovan regulations and are
     paid on a yearly basis.  Taxes are calculated on  a  separate entity basis
     since  consolidation for tax purposes is not allowed in  Moldova.   As  of
     June 30,  2003,  the  Company  has  net  operating  loss  carryforwards of
     approximately $_________, which expire through 2004.

     Deferred  income taxes are provided for the temporary differences  between
     the financial  reporting  and  tax  basis  of  the  Company's  assets  and
     liabilities.   Valuation  allowances  are  established  when  necessary to
     reduce deferred tax assets to the amount expected to be realized.

     Significant   components   of   the  Company's  deferred  tax  assets  and
     liabilities are as follows as of June 30, 2003:

     Net operating loss carryforward                  $
     Less valuation allowance
                                                      --------------
         Net Deferred Tax Asset
                                                      --------------

     Deferred tax liabilities:

                                     17
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


      Book depreciation in excess of tax depreciation
                                                      --------------
     Net Deferred Tax                                 $
                                                      --------------

     A reconciliation of income tax computed at the nominal statutory corporate
     tax rate to the provision for income taxes follows:

     Income taxes at nominal rate     $
     Permanent differences
     Increase in valuation allowance
                                      ------------

                                      $
                                      ============

NOTE 13  COMMITMENTS AND CONTINGENCIES
-------  -----------------------------

     (A) JOINT MARKETING AGREEMENT
     -----------------------------

     The Company has a joint marketing  agreement  with AdServers Online LLC to
     act as the non-exclusive sales representative for  the  Company's products
     and services for a period of three years ending in July 2004  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  June  30,  2003,  no
     commissions have been paid.

     (B) LITIGATION
     --------------

     Trezac's subsidiary, FCOM, Inc. and its Chairman and CEO; Paul Taylor have
     been named as Defendants in Case Number 2001 CV 6319, filed on November
     4th, 2001 in the District Court, Denver, Colorado, and Case # 2002 CA
     006402AE In the Circuit Court In and for Palm Beach County, Florida by an
     FCOM Inc., Unit holder who purchased 100,000 Units of FCOM Inc., for
     $50,000 in the 3rd Qtr of 2000.  The Shareholder has been granted a
     default judgment of $364,000 in damages plus attorney's fees of
     $18,196.50, plus post judgment interest of 8%.  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.

     Trezac's subsidiary, FCOM, Inc. and its Chairman and CEO; Paul Taylor have
     been named as Defendants in Case Number 02-CA-2461 filed on June 22nd 2002
     in the District Court, Denver, Colorado.  The plaintiff, Ms. Christy
     O'Conner was a founder, officer and general legal counsel to FCOM Inc.  In
     February 2002, Christy O'Connor settled with Douglas Black in Case Number
     2001 CV 6319, filed on November 4th, 2001 in the District Court, Denver,

                                      18
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     Colorado for an undisclosed amount and was dismissed by Douglas Black
     without prejudice.  In April, 2002, FCOM Inc., brought Christy O'Connor
     back into the above action as a third party defendant alleging breach of
     fiduciary duties as an officer, conspiracy, conversion and legal
     malpractice.  In the same action FCOM Inc., also sued Lee Duran, a former
     employee of FCOM Inc., and Douglas Black a unit holder of FCOM Inc.  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.

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

     (C) OPERATING LEASES
     --------------------

     The Company leases certain land,  facilities,  and  equipment  under  non-
     cancelable  operating  leases  that range from two to seven years.  Rental
     expense for operating leases was  $_______ and $_______ for the six months
     ended  June  30,  2003  and  2002.  Future  minimum  payments  under  non-
     cancelable operating leases with initial or remaining terms of one year or
     more consist of the following as of June 30, 2003:

                                    Operating Leases
                                    ----------------

                 2004               $         50,198
                 2005                         50,198
                 2006                         50,198
                 2007                         50,198
                 2008                         50,198
                                    ----------------

       Total minimum lease payments $        250,990
                                    ================

     (D) CAPITAL LEASE
     -----------------

     During 2001, the Company entered  into  a  capital lease obligation for the
     purchase of various equipment.  The obligation bears interest at 17% with a
     due date of December 2004.  The Company had  unpaid interest as of June 30,
     2003 of $______.  The capital lease obligation  is  collateralized  by  the
     equipment.   Leased capital assets included in property and equipment as of
     June 30, 2003 was $_______.

NOTE 14  CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATION
-------  --------------------------------------------------

                                    19
<PAGE>

               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     The Company's  operations  are  conducted  in  the  Republic  of  Moldova.
     Accordingly,  the Company's business, financial condition, and results  of
     operations may  be  influenced  by  the  political,  economic,  and  legal
     environments  in  the Republic of Moldova, and by the general state of the
     Moldovian economy.

     The Company's operations  in  the  Republic  of  Moldova  are  subject  to
     considerations   and  significant  risks  not  typically  associated  with
     companies in North  America  and  Western  Europe.   These  include  risks
     associated   with,   among  others  the  political,  economic,  and  legal
     environments and foreign  currency exchange.  The Company's results may be
     adversely affected by changes  in  the  political and social conditions in
     the  Republic  of Moldova, and by changes in  governmental  policies  with
     respect to laws  and  regulations,  anti-inflationary  measures,  currency
     conversion and remittance abroad, and rates and methods of taxation  among
     other things.

NOTE 15  GOING CONCERN - SEE - NOTE 13 - FS finals
-------  -------------

     The  Company's financial statements for the six months ended June 30, 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  and  a  negative cash flow from operating  activities  of
     $1,039,239 for the six months  ended  June 30, 2003, and a working capital
     deficiency of $______ as of June 30, 2003.   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.


NOTE 16  SUBSEQUENT EVENTS
-------  -----------------

     On  July  8,  2003, the Company issued 36,833,340 (44,200,008  post-split)
     common shares of  the  Company's  common  stock to several consultants for
     future consulting services.

     On August 1, 2003, the Company issued 166,000  shares  valued at $0.03 per
     share or $4,980 to a consultant for services rendered.




                                       20

<PAGE>               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


NOTE 1  BASIS OF PRESENTATION AND NATURE OF ORGANIZATION
------  ------------------------------------------------

     The  accompanying  unaudited  condensed consolidated financial  statements
     include the accounts of Trezac  International Corporation and Subsidiaries
     (F/K/A Trezac Corporation)(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 six months ended June 30, 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
     six  months  ended June 30, 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 Report on Form 8-K/A filed June 13, 2003.

     Pursuant  to  the  Stock  Purchase  Agreement  which  was originally dated
     January  22, 2003 and revised and effective on May 29, 2003,  the  Company
     agreed to  acquire  the shares of Millagro SRL, a Moldovan Corporation, by
     issuing and delivering in exchange of the Company's common voting stock of
     103,125,000 shares at  par  value  $0.0001.   The  reverse merger has been
     accounted  for  as  a  recapitalization (See Note 3).  After  the  reverse
     merger,   the  Company  primarily   produces,   markets,   and   processes
     agricultural products in the Soroca district of the Republic of Moldova.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------  ------------------------------------------

     (A) BASIS OF CONSOLIDATION
     --------------------------

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

     (B) ECONOMIC AND POLITICAL RISKS
     --------------------------------

     The Company faces a number of risks and challenges  since  its  operations
     are in the Republic of Moldova and its primary market is in Moldova.   The
     financial statements have been prepared assuming the Company will continue
     as a going concern (See Note 15).

                                        8
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     (C) CASH
     --------

     Cash includes cash on deposit held by financial institutions.

     (D) INVENTORIES
     ---------------

     Inventories  are  stated  at  the  lower of cost or market on average cost
     basis,  and  includes  finished  goods,  work-in-process,  raw  materials,
     packaging material and product merchandise.   Finished goods include costs
     of raw materials, packaging, labor used in production,  and warehousing on
     facilities and equipment (See Note 6).

     (E) PROPERTY, PLANT AND EQUIPMENT
     ---------------------------------

     Property, plant and equipment are carried at cost less depreciation.   The
     cost   of   repairs   and  maintenance  is  expensed  as  incurred;  major
     replacements and improvements are capitalized.  When assets are retired or
     disposed of, the cost and  accumulated  depreciation  are removed from the
     accounts, and any resulting gains or losses are included  in income in the
     year of disposition.

     Depreciation is provided using the straight-line method over the estimated
     useful lives of the assets.  The lives applied are as follows:

         Vehicles and office equipment           5 Years
         Buildings and storage facilities     25 - 50 Years
         Manufacturing equipment                 5 Years

     In accordance with Statement of Financial Accounting Standards  (SFAS) No.
     144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the
     Company  periodically  reviews  such  assets for possible impairments  and
     expected losses, if any, are recorded currently.

     (F) FAIR VALUE OF FINANCIAL INSTRUMENTS
     ---------------------------------------

     Financial  Accounting  Standards  Board  ("FASB")   issued   Statement  of
     Financial Accounting Standards No. 107 ("SFAS 107"), Disclosure About Fair
     Value of Financial Instruments.  SFAS No. 107 requires disclosure  of fair
     value  information  about financial instruments when it is practicable  to
     estimate that value.   The carrying amount of the Company's cash, accounts
     receivable, other receivables,  accounts  payable  and  accrued  expenses,
     convertible debentures, and notes payable approximate their estimated fair
     values due to their short-term maturities.

                                         9
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     (G) FOREIGN CURRENCY TRANSLATION
     --------------------------------

     Conversion  of  currency  from  a Republic of Moldova lei ("MDL$") into  a
     United States dollar ("US$") has  been  made  at the respective applicable
     rates of exchange.  Monetary assets and liabilities denominated in foreign
     currencies are converted into US$ at the applicable  rate  of  exchange at
     the  balance sheet date.  Income and expense items were converted  at  the
     average rates for the periods ended.

     (H) USE OF ESTIMATES
     --------------------

     The preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles in the United States of America  requires
     management to make estimates  and  assumptions  that  affect  the reported
     amounts of assets and liabilities and disclosure of contingent  assets and
     liabilities  at  the  date  of  the financial statements, and the reported
     amounts  of  revenue and expenses during  the  reporting  period.   Actual
     results when ultimately realized could differ from those estimates.

     (I) CONCENTRATION OF CREDIT RISK
     --------------------------------

     Financial  instruments,   which   potentially   expose   the   Company  to
     concentrations of credit risk, consist of cash and trade receivables.  The
     Company  performs  ongoing  evaluations  of  its  cash position and credit
     evaluations  at  the subsidiary level to ensure collections  and  minimize
     losses.

     (J) REVENUE RECOGNITION
     -----------------------

     Revenue is recognized  when  title passes to the customer upon delivery of
     the product to a third party shipper.

     (K) EMPLOYEES' BENEFITS
     -----------------------

     Mandatory  contributions  are  made   by   the  Company  to  the  Moldovan
     Government's health, retirement benefit and  unemployment  schemes  at the
     statutory  rates  in  force  during  the  period,  based  on  gross salary
     payments.   The  cost  of  these  payments is charged to the statement  of
     income in the same period as the related salary cost.

     (L) INCOME TAXES
     ----------------

     The  provision  for  income  taxes is based  on  income  before  taxes  in
     accordance with taxation principles currently effective in the Republic of
     Moldova and the United States  of  America.   As required by SFAS No. 109,
     "Accounting for Income Taxes".  Deferred tax assets  and  liabilities  are
     recognized  for  the  expected future tax consequences of events that have

                                      10
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     been included in the financial  statements  or  tax  returns.   Under this
     method,  deferred tax assets and liabilities are determined based  on  the
     differences  between  the financial statement carrying amounts and the tax
     basis of assets and liabilities  using enacted tax rates in effect for the
     year  in which the differences are  expected  to  reverse.   Deferred  tax
     assets  are  reduced  by  a  valuation  allowance when, in the opinion, of
     management, it is more likely than not that  some  portion  or  all of the
     deferred tax assets will not be realized.

     (N) EARNINGS PER SHARE
     ----------------------

     Basic  and diluted net loss per common share for all periods presented  is
     computed  based  on  the weighted average common shares outstanding during
     the year as defined by  SFAS  No.  128, "Earnings Per Share."  The assumed
     exercise of common stock equivalents  was  not  utilized  since the effect
     would be anti-dilutive.

     (O) STOCK-BASED COMPENSATION
     ----------------------------

     In  accordance with SFAS No. 123, the Company has elected to  account  for
     stock options and warrants issued to employees under Accounting Principles
     Board  Opinion  No. 25 ("APB Opinion No. 25") and related interpretations.
     The Company accounts  for  stock  options  and  warrants  issued  to  non-
     employees for services under the fair value method of SFAS No. 123.

     (P) RECENT ACCOUNTING PRONOUNCEMENTS
     ------------------------------------

     In  December  2002,  the  FASB issued SFAS No. 148, "Accounting for Stock-
     Based Compensation-Transition  and  Disclosure  - an amendment of SFAS No.
     123".   SFAS  No.  148 amends SFAS No. 123, "Accounting  for  Stock  Based
     Compensation" and provides alternative methods for accounting for a change
     by registrants to the  fair  value  method  of  accounting for stock-based
     compensation.    Additionally,   SFAS  No.  148  amends   the   disclosure
     requirements  of SFAS No. 123 to require  disclosure  in  the  significant
     accounting policy footnote of both annual and interim financial statements
     of the method of  accounting  for stock based-compensation and the related
     pro forma disclosures when the  intrinsic  value  method  continues  to be
     used.   The  statement  is  effective  for  fiscal  years  beginning after
     December  15,  2002,  and  disclosures are effective for the first  fiscal
     quarter beginning after December 15, 2002.

     In April 2003, the FASB issued  SFAS  No. 149, "Amendment of Statement 133
     on Derivative Instruments and Hedging Activities".   SFAS  No.  149 amends
     and   clarifies   financial   accounting   and  reporting  for  derivative
     instruments, including certain derivative instruments  embedded  in  other
     contracts  (collectively  referred  to  as  derivatives)  and  for hedging
     activities under SFAS No. 133, "Accounting for Derivative Instruments  and
     Hedging  Activities".   The  changes  in  SFAS  No.  149 improve financial

                                        11
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     reporting by requiring that contracts with comparable  characteristics  be
     accounted  for  similarly.   This  statement  is  effective  for contracts
     entered  into  or  modified  after June 30, 2003 and all of its provisions
     should be applied prospectively.

     In  May  2003,  the FASB issued SFAS  No.  150,  "Accounting  For  Certain
     Financial  Instruments   with  Characteristics  of  both  Liabilities  and
     Equity".   SFAS  No. 150 changes  the  accounting  for  certain  financial
     instruments with characteristics  of  both  liabilities  and  equity that,
     under  previous pronouncements, issuers could account for as equity.   The
     new accounting  guidance  contained  in  SFAS  No. 150 requires that those
     instruments be classified as liabilities in the balance sheet.

     SFAS  No.  150  affects  the  issuer's  accounting  for   three  types  of
     freestanding  financial  instruments.  One type is mandatorily  redeemable
     shares, which the issuing company is obligated to buy back in exchange for
     cash or other assets.  A second  type  includes  put  options  and forward
     purchase contracts, which involves instruments that do or may require  the
     issuer  to  buy  back  some  of  its  shares in exchange for cash or other
     assets.  The third type of instruments  that  are  liabilities  under this
     Statement  is  obligations  that  can be settled with shares, the monetary
     value of which is fixed, tied solely  or  predominantly to a variable such
     as a market index, or varies inversely with  the  value  of  the  issuers'
     shares.   SFAS  No. 150 does not apply to features embedded in a financial
     instrument that is not a derivative in its entirety.

     Most of the provisions  of  SFAS  No. 150 are consistent with the existing
     definition of liabilities in FASB Concepts  Statement  No. 6, "Elements of
     Financial  Statements".   The remaining provisions of this  Statement  are
     consistent with the FASB's proposal to revise that definition to encompass
     certain obligations that a  reporting entity can or must settle by issuing
     its  own  shares.   This  Statement   shall  be  effective  for  financial
     instruments entered into or modified after  May  31,  2003  and  otherwise
     shall  be effective at the beginning of the first interim period beginning
     after  June   15,   2003,  except  for  mandatorily  redeemable  financial
     instruments of a non-public  entity, as to which the effective date is for
     fiscal periods beginning after December 15, 2003.

     Management   does   not  expect  the   impact   from   these   statements'
     pronouncements to have  a  material  impact  on the Company's consolidated
     financial position or results of operations.

NOTE 3  REVERSE MERGER
------  --------------

     On  January  22,  2003, Millagro SRL ("Millagro"),  and  its  shareholders
     entered  into  a  Stock   Purchase  Agreement  with  Trezac  International
     Corporation ("Trezac" an inactive  public  shell)  and the shareholders of
     Millagro agreed to sell to Trezac, and Trezac agreed  to  purchase  all of
     the outstanding shares of Millagro, in exchange for 103,125,000 shares  of

                                       12
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     Trezac  having  a  par  value  of $0.0001 representing sixty-three percent
     (63%)  of  the  total  outstanding  common  shares  of  Trezac  (including
     presently  outstanding  warrants  and  stock   options  of  Trezac)  in  a
     transaction that was treated as a reverse merger.

     As a result of the Stock Purchase Agreement and  completion of the reverse
     merger,  which  has  been  accounted  for as a recapitalization,  Millagro
     legally became a wholly owned subsidiary  of Trezac, however for financial
     statement presentation purposes, Millagro became  the  accounting acquirer
     and Trezac became the accounting acquiree.  As a result,  the consolidated
     financial  statements  include;  (1)  the balance sheet of the  accounting
     acquirer and the acquiree at historical  cost for the period presented and
     (2) the statements of operations of the acquirer for all periods presented
     and the results of operations of the acquiree  from  the date of merger to
     the date of presentation.

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

     Prepaid expenses relate to deferred consulting costs of $579,448.  For the
     period ended June 30, 2003, a charge to operations for amortization of the
     prepaid  consulting  costs  of  $41,403  was recorded and is  included  in
     general and administrative expenses.  The  prepaid  asset  represents  the
     deferred  portion  of  the  fair  value  of  stock  and  options issued to
     consultants  for  services  that are being expensed over their  respective
     lives (See Note 2(O)).  A valuation write-down charge is recorded when the
     total fair value of the options  issued  for  services is greater than the

     fair value of the services to be provided under the respective agreements.
     No valuation write-down was required as of June  30,  2003.   The  Company
     will continue to evaluate the recoverability of the unamortized portion of
     the deferred consulting expense in subsequent periods.

     Additionally,  the Company has prepaid professional fees in the amount  of
     $60,750 to be applied  against  future  invoices.   Amortization, which is
     included  in  general  and  administrative  expenses  in the  accompanying
     statements of operations, related to these professional  fees  was  $7,292
     for the period ended June 30, 2003.

NOTE 5  INVENTORIES
------  -----------

     Inventories are summarized as follows as of June 30, 2003:

        Raw materials    $ 76,229
        Work-in-process    12,350
        Finished goods     52,267
                         --------

                         $140,846
                         ========


                                       13
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     Certain inventory is pledged as collateral for notes (See Note 9).

NOTE 6  PROPERTY, PLANT AND EQUIPMENT
------  -----------------------------

     Property,  plant  and  equipment consisted of the following as of June 30,
     2003:

          Land                                $   23,059
          Buildings, machinery and equipment   1,935,089
          Construction in progress and other     549,307
                                              ----------
              Gross                            2,507,455
          Less accumulated depreciation         (524,903)
                                              -----------
              Net                             $1,982,552
                                              ==========


     Depreciation expense for  the  six months ended June 30, 2003 and June 30,
     2002 was approximately $5,316 and $6,741, respectively.  Certain property,
     plant and equipment is pledged as collateral for notes (See Note 9).

NOTE 7  NOTES AND INTEREST RECEIVABLE - RELATED PARTY
------  ---------------------------------------------

     The  Company  has  two  note  agreements   with   an   officer/stockholder
     aggregating  approximately  $597,079,  of  which  $540,000  represents   a
     subscription  receivable  in  the  accompanying  balance  sheets, which is
     recorded as a contra to equity. In connection with the notes,  the Company
     has recorded approximately $4,000 of interest income for the three  months
     ended  June 30, 2003 in the accompanying statements of operations.  During
     the three  months  ended  June  30,  2003,  the  officer/stockholder  made
     advances  to  the  Company  in  the  amount  of $50,000.  Accordingly, the
     Company  and the officer/stockholder decided to  consolidate  prior  notes
     receivable   and   related  accrued  interest  receivable  into  one  note
     receivable in the amount of $57,079. The terms of the note receivable were
     substantially unchanged.   The  note  is unsecured with a maturity date of
     February 20, 2007 and bears interest at  8%  per  annum with principal and
     accrued  interest  due  at  maturity.   The  Company has  not  loaned  the
     officer/stockholder any amounts since February 2002 in accordance with the
     Sarbanes Oxley Act of 2002.

NOTE 8  NOTES PAYABLE - RELATED PARTY
------  -----------------------------

     The Company has loans from stockholders aggregating $78,250.  The original
     terms of the notes were that they were unsecured,  matured  in  forty-five
     days  from issuance date, and bore 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  June  30, 2003.

                                     14
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     The  Company is currently working out a payment plan with the stockholders
     to repay the notes.

     Interest  expense for the period ended June 30, 2003 of approximately $700
     for the related  party  notes payable has been recorded by the Company and
     is  included  in  interest  expense  in  the  accompanying  statements  of
     operations.

NOTE 9  NOTES PAYABLE
------  -------------

     Notes payable consisted of the following as of June 30, 2003:

     Note to bank, due during 2003 and  2004  in  various installments,
     interest rate at 11%, collateralized by property, plant and
     equipment                                                    $   236,349

     Note to bank, due in 2003 and 2004 in various  installments,
     interest rate at 15%, collateralized by property, plant and
     equipment                                                        193,737

     Note  to  bank, due April 1, 2003; interest rate at  25%,
     collateralized  by  inventory  and  property,  plant  and

     equipment, this note is currently in default, Millagro has
     extended the note until April 1, 2004                             70,083

     Note to bank, due in 2003; interest rate at 13%,
     collateralized by property, plant and equipment                  784,526

     Note to bank,  due April 15, 2003, interest rate 11%,
     collateralized by inventory and property, plant and equipment,
     this note is currently in default, Millagro has extended
     this note until December 31, 2003                                 18,215

     Note to third party, due December 31, 2003, interest rate at 5%   10,000
                                                                  -----------


     Total notes payable                                            1,312,910
     Less current portion                                          (1,112,910)
                                                                  ------------


     Notes payable non-current                                    $   200,000
                                                                  ===========


     Total accrued  interest as of June 30, 2003 was $90,708, which is included
     in current liabilities in the accompanying balance sheet.


                                      15
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


NOTE 10  STOCKHOLDERS' EQUITY
-------  --------------------

     On July 14, 2003,  the  Company  declared a 6 for 5 forward stock split of
     all common stock authorized, issued and outstanding.  All shares of common
     stock and per share amounts have been  retroactively  adjusted  to reflect
     the forward split.

     The  Company  uses the Black-Scholes option pricing model to estimate  the
     fair value of each  option  grant  on the date of grant in accordance with
     SFAS  No. 123 with the following weighted  average  assumptions:  dividend
     yield of  zero;  expected  volatility  of 323% to 339%; risk-free interest
     rate of 1.51% to 2.06%; expected life of 2.45 to 2.65 years.

     During June 2003, the Company issued 300,000  options,  with  an  exercise
     price  of  $.06  and a fair value of $29,739, to purchase 300,000 (360,000
     post-split) 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  $18,000  during   the   period   ended   June   30,  2003.
     Additionally,  the  Company  recorded  a  current charge to operations  of
     $11,739  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.

     Also during June  2003,  the  Company  issued  200,000  options,  with  an
     exercise  price  of  $.10 and a fair value of $20,000, to purchase 200,000
     (240,000 post-split) 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 $20,000 during the period ended June 30, 2003.

     Also  during  June  2003,  the  Company  issued  100,000  options, with an
     exercise  price  of $.10 and a fair value of $10,000, to purchase  100,000
     (120,000 post-split)  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 $10,000 during the period ended June 30, 2003.

     Also  during  June  2003,  the  Company  issued 1,550,000 options, with an
     exercise price of $.10 and a fair value of $155,000, to purchase 1,550,000
     (1,860,000 post-split) 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 $155,000 during the period ended June 30, 2003.

                                       16
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     Also during June  2003,  the  Company  issued  1,000,000  options, with an
     exercise price of $.05 and a fair value of $89,248, to purchase  1,000,000
     (1,200,000  post-split)  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  $50,000  during  the  period   ended  June  30,  2003.
     Additionally,  the  Company  recorded a current charge  to  operations  of
     $39,248 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.

NOTE 11  COMMITMENTS AND CONTINGENCIES
-------  -----------------------------

     (A) JOINT MARKETING AGREEMENT
     -----------------------------

     The  Company has a joint marketing agreement with AdServers Online LLC  to
     act as  the  non-exclusive sales representative for the Company's products
     and services for  a  period  of three years ending in July 2004 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  June  30,  2003,   no
     commissions have been paid.

     (B) LITIGATION
     --------------

     Trezac's subsidiary, FCOM, Inc. and its Chairman and CEO; Paul Taylor have
     been  named  as  Defendants in Case Number 2001 CV 6319, filed on November
     4th, 2001 in the District  Court,  Denver,  Colorado,  and  Case # 2002 CA
     006402AE In the Circuit Court In and for Palm Beach County, Florida  by an
     FCOM  Inc.,  Unit  holder  Douglas  R  Black  of  1777 Larimer St., #2309
     Denver,  Colorado  who   purchased   100,000  Units   of  FCOM  Inc.,  for
     $50,000  in  the  3rd Qtr of 2000.  The Shareholder  has  been  granted  a
     default  judgment  of   $364,000   in  damages  plus  attorney's  fees  of
     $18,196.50, plus post judgment interest  of  8%.   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.

     Trezac's subsidiary, FCOM, Inc. and its Chairman and CEO; Paul Taylor have
     been named as Defendants in Case Number 02-CA-2461 filed on June 22nd 2002
     in  the  District Court, Denver, Colorado.   The  plaintiff,  Ms.  Christy
     O'Conner was a founder, officer and general legal counsel to FCOM Inc.  In
     February 2002,  Christy O'Connor settled with Douglas Black in Case Number
     2001 CV 6319, filed  on  November 4th, 2001 in the District Court, Denver,
     Colorado for an undisclosed  amount  and  was  dismissed  by Douglas Black
     without  prejudice.   In April, 2002, FCOM Inc., brought Christy  O'Connor
     back into the above action  as  a third party defendant alleging breach of
     fiduciary  duties  as  an  officer,  conspiracy,   conversion   and  legal


                                      17
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     malpractice.  In the same action FCOM Inc., also sued Lee Duran,  a former
     employee of FCOM Inc., and Douglas Black a unit holder of FCOM Inc.  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.

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

     (C) OPERATING LEASES
     --------------------

     The Company leases  certain  land,  facilities,  and  equipment under non-
     cancelable  operating leases that range from two to seven  years.   Rental
     expense for operating  leases  was  $41,518 and $63,719 for the six months
     ended  June  30,  2003  and  2002.  Future  minimum  payments  under  non-
     cancelable operating leases with initial or remaining terms of one year or
     more consist of the following as of June 30, 2003:

                               Operating Leases

            2004                $       50,198
            2005                        50,198
            2006                        50,198
            2007                        50,198
            2008                        50,198
                                --------------

Total minimum lease payments    $      250,990
                                ==============

     (D) CAPITAL LEASE
     -----------------

     During 2001, the Company entered  into  a  capital lease obligation for the
     purchase of various equipment.  The obligation bears interest at 17% with a
     due date of December 2004.  The Company had  unpaid interest as of June 30,
     2003  of $4,268.  The capital lease obligation  is  collateralized  by  the
     equipment.   Leased capital assets included in property and equipment as of
     June 30, 2003 was $218,090.

NOTE 12  CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATION
-------  --------------------------------------------------

     The Company's  operations  are  conducted  in  the  Republic  of  Moldova.
     Accordingly,  the Company's business, financial condition, and results  of

                                     18
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------


     operations may  be  influenced  by  the  political,  economic,  and  legal
     environments  in  the Republic of Moldova, and by the general state of the
     Moldovian economy.

     The Company's operations  in  the  Republic  of  Moldova  are  subject  to
     considerations   and  significant  risks  not  typically  associated  with
     companies in North  America  and  Western  Europe.   These  include  risks
     associated   with,   among  others  the  political,  economic,  and  legal
     environments and foreign  currency exchange.  The Company's results may be
     adversely affected by changes  in  the  political and social conditions in
     the  Republic  of Moldova, and by changes in  governmental  policies  with
     respect to laws  and  regulations,  anti-inflationary  measures,  currency
     conversion and remittance abroad, and rates and methods of taxation  among
     other things.

NOTE 13  GOING CONCERN
-------  -------------

     The  Company's financial statements for the six months ended June 30, 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 $495,376 and a negative cash flow from operating activities of $130,917
     for the six months ended June 30, 2003, and a working  capital  deficiency
     of  $1,608,489  as  of  June 30, 2003.  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.


                                       19
<PAGE>


               TREZAC INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          (F/K/A TREZAC CORPORATION)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2003
                              -------------------



NOTE 14  SUBSEQUENT EVENTS
-------  -----------------

     On July 8, 2003, the Company  issued  36,833,340  (44,200,008  post-split)
     common  shares  of  the Company's common stock to several consultants  for
     future consulting services.

     On August 1, 2003, the  Company  issued 166,000 shares valued at $0.03 per
     share or $4,980 to a consultant for services rendered.





                                       20
<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's ("Trezac" or "the Company") primary
business is to achieve a high rate of capital growth for its Shareholders by
acquiring significant holdings in companies which it's Board of Directors and
Advisors consider fundamentally sound, well run and profitable, but which are
valued at a discount to independent appraisal of their private market value.
We identify and acquire agricultural and food businesses in the $4 billion
Moldovan Agriculture market.  The Company presently owns and manages three
agriculture subsidiaries; Millagro SRL, Magroselect Prim SRL and Nutret SA.

The Company has moved its business focus this past year from the marketing of
Internet Service Providers (ISP's) delivering an advertising and promotion
infrastructure to acquiring Food and Agriculture businesses in Eastern Europe,
particularly in the Republic of Moldova.





                                       21
<PAGE>


On January 22, 2003, the Company entered into a Stock Purchase Agreement
("the Agreement") with Millagro SRL,, an Agriculture 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.

The Company's agriculture and food business acquisition strategy in Eastern
Europe plans to take advantage of the present low cost of the domestic Moldovan
labor force as well as the highly economical cost of leasing and owning Moldovan
chernozem agricultural land. The Company will introduce and integrate standard
computer business applications, accounting, inventory and sales controls and
focus on building a group of synergistical Agriculture and Food Product
Companies under the umbrella of a holding company.

Our geographical acquisition focus will be the Republic of Moldova.
Management's business plan is to be involved in the ownership of land in
Moldova, production and distribution and sales of significant portions of
Moldova's line of staple food products.  The Company plans to achieve economies-
of-scale by instituting modern management practices and practical accounting and
inventory and personnel consolidation, multi channel distribution, domestic and
export sales. The Company has laid plans to grow through both vertical and
horizontal acquisition, business combinations, joint venture and merger. The
Company's Moldovan executives and management are highly experienced managers of
farming and food production businesses.

The Republic of Moldova  - Overview of Country and The Macro Economy

Moldova is probably Europe's poorest nation.
Since 1995 Trade from Moldova has
been liberalized and there are no imposed quotas or other restrictions on
exports, with the exception of the August 2000 European Union ban on the import
of Moldovan
wine for hygiene concerns. Privatization was introduced after
Moldova declared
independence from the former Soviet Union and the majority of
the Moldovan economy has now been turned over into private ownership.

Agriculture is the foundation of the Moldovan economy and accounted for 28% of
Gross Domestic Product ('GDP') in 2000. Arable farming is the largest sector due
to the country's unusually rich soil. 75% of the Moldovan land mass is covered
in exceptionally fertile Chernozem soil.  Industry accounts for about 20% of
GDP.  The main industry is food processing, using the agricultural produce of
the land. Food and agricultural products account for approximately 50% of all
Moldovan
exports. During the Soviet era Moldova was given the primary role of
food production for the rest of the Soviet Union. Also, during Soviet rule
large
scale military and consumer goods manufacturing plants and workforces were set
up. Moldova imports almost all of its fuel, electricity and mineral products.
The vast majority of Moldova's fuel is imported from Gazprom.


                                  22
<PAGE>

Moldova was once known as the region of Bessarabia, the eastern half of the
historic
principality of Moldavia. The country has been occupied and ruled by a
number
of different countries over it's history but is now a fully independent
republic.

In August 1939, the USSR acquired the Bessarabian region of Moldavia as a
result of the German-Soviet Nonaggression Pact. The war brought new occupiers,
Germany, but by 1944 the Soviets ruled again and renamed the area the Moldavian
SSR.

In August 1991, high-ranking officials of the CPSU and the Government of the
Soviet Union announced that they had formed the State Committee for the State
of Emergency and had removed Mikhail S. Gorbachev as the head of state. Leaders
of most of the Soviet republics and many foreign leaders denounced the coup.
Some key military commanders refused to deploy their forces in support of the
coup leaders, within the month the coup had collapsed. As a consequence of the
failed coup, the CPSU and the Soviet central government were severely
discredited, Gorbachev resigned, ten of the fifteen Soviet republics declared
or reaffirmed their independence (including Belarus and Moldova), and the
Congress of People's Deputies dissolved the Soviet Union and itself after
transferring state power to a transitional government.

In 1991 the country officially changed its name to the Republic of
Moldova declaring it's independence from the USSR. Moldova was to later join the
Commonwealth of Independent States (CIS). In Parliamentary elections in 1998
the re-established Communist Party of Moldova won the largest share of seats,
but without a majority, so a coalition Government was formed.

Moldova enjoys a favorable climate and excellent farmland.  As a result, the
Moldovan economy depends heavily on agriculture, featuring fruits, vegetables,
vineyards, and tobacco.  Moldova imports almost 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 Moldova's post Soviet reform effort, Moldova introduced
a stable convertible currency, freed all price restrictions , stopped issuing
preferential credits to state enterprises, backed steady land privatization,
removed export controls, and freed interest rates.

After a decade of deteriorating economic performance, Moldova has
successfully stabilized its economy, launched structural reforms to stimulate
growth, and begun the process of establishing an effective social security
system. While the Government has made notable progress in the macro economic and
structural reforms process in the last three years, a significant reform agenda
remains. Today, Moldova is the poorest nation in Europe, having started out at
independence as a middle-income country. With economic recovery only just
beginning, poverty is still very high. Moldova has also become one of the
region's most heavily indebted countries. The average Moldovan monthly salary
for the year 2001 was approximately $45.00. Moldova's GDP per capita in 2001
was some US$407.00, or about half of the 1995 figure, which is significantly
below the average for the CIS and Central European countries. Income inequality
is high as are the living standard disparities between the larger cities and the
 rest of the
country. The 1998 regional financial crisis significantly
exacerbated Moldova's
external indebtedness. Total external debt increased from
virtually zero at the
beginning

                                   23
<PAGE>

of the 1990s to over US$1.2 billion (or 83 percent of GDP) at end-2001, of
which 77 percent was public and publicly guaranteed debt. Additionally, there
remain outstanding external arrears on energy imports to foreign
suppliers (mostly to Gazprom) estimated at US$298 million (or 20 percent of
GDP).

Moldova's economic performance during the past three years has been
positive, benefiting from favorable external factors, prudent fiscal and
monetary policies, and structural reforms in the agricultural and energy
sectors. Increased investment and demand for exports contributed to an
acceleration of GDP growth from -3.4 percent in 1999 to 2.1 and 6.1 percent,
respectively, in 2000-01. Inflation fell from 39 percent in 1999 to 6.4 percent
at the end of 2001. This, combined with increased
workers' remittances and
direct investments, helped stabilize the exchange rate
which stood at 36 percent
of its 1997 level. The Moldovan currency
depreciated by 3.7 percent in real
terms during 2000-2001. The current account
balance has stabilized, although its
vulnerability to external shocks remains
high as the economy is highly dependent
on export commodities and markets, and
on energy imports. Due to limited
domestic financing, the deficit is financed
mostly by direct foreign investment.

Since Moldova joined the World Bank in 1992 and the International
Development Association (IDA) in 1994, Bank lending has provided consistent
support for the country's economic reform program. Early lending focused on
providing adjustment support, strengthening the private sector in both the
agriculture and enterprise sectors, and improving the economic and financial
management of the energy sector.

The 1999 - 2001 Country Assistance Strategy focused on three inter-related
objectives: macroeconomic stability and growth, private sector development, and
public sector reform. The strategy gave priority to achieving a stable
macroeconomic framework linked to key structural reforms to create the basis
for growth in an open market economy. Support was provided in agriculture,
enterprise and energy to stimulate a supply response and promote private
sector-led growth.

These objectives continue to frame the key development challenges for
Moldova under the broad goal of poverty reduction. A major objective of the
Bank is to support the country's efforts to prepare the Poverty Reduction
Strategy Paper. In this context, it will support Government's actions to
sustain sound macroeconomic policies building on the successful stabilization
efforts of recent years. Key among these is maintaining a fiscal stance which
is consistent with low inflation, and maintaining social expenditures at
current levels in real terms, while improving their targeting and efficiency by
rationalizing excess facilities and staffing.

The Bank continues to support the development of the private sector to
further strengthen the role of market forces in the economy.

Another important area that will be supported is the public sector reform
that includes public administration reform and a merit-based civil service with
concomitant salary reforms. Public expenditure reforms, including strategic
planning, expenditure rationalization, expenditure monitoring and a robust
audit function are also important measures.

                                  24
<PAGE>

Moldovan Agriculture

The Moldovan agriculture stratum is diversified, with contrasting
geographical features. The relief consists of hills, deep river valleys and
depressed plains. The highest altitude is 430 meters above sea level. According
to
Koeppen's classification, the country has a combination of cold, temperate
and
dry types of climate, depending on the location. Annual precipitation ranges

from 500-550 millimeters in the North, to 450 millimeters in the centre and 350

millimeters in the South. Distribution of precipitation is uneven, resulting in

frequent droughts; moisture deficits and frost affect adversely certain crops;

and torrential rains in the warm period cause soil erosion.

Arable land and permanent crops cover approximately 2.7 million hectares ("ha"),
One hectare equals 2.471 acres, most of which is on Chernozem soil, rated among
the most fertile soils
of the world, with organic matter up to 5 percent;
pastures and forests cover about 0.4 million ha each.

After independence was declared, the land was privatized, and ownership
distributed to eligible citizens. The average family was entitled to plots of
between 1.5 and 2.5 ha. At the end of 2000, 82% of the agricultural land was in
private ownership.  Four categories of farming businesses emerged: (i) small
individual farmers; (ii) individual commercial farmers; (iii) farmers in
associations with close relatives; and (iv) farmers in large groups or
cooperatives (from less than 10 farmers to large, joint-stock companies). The
last category comprises either groups formed spontaneously and taking decisions
by mutual agreement, or segments of old collectives that retain some efficiency
but meet new types of managerial problems and cash flow problems.

The minor size of many farms precludes the use of much modern agricultural
machinery and advanced seed and analysis technologies; for that reason, manual
labor and no technical advancement continues to be the norm, leading to poor
efficiency and low profitability. To overcome these constraints, commercial
farmers rent or lease the land from people who have retired or simply does not
have the equipment needed to work the land. Two farmers' associations were
created in 1996, with respectively 25,000 and 50,000 members, to defend the
rights and interests of the private farmers. Successful cooperatives have also
been established throughout the country.

The law for the Protection of Plant Varieties recognizes and protects
rights certified by the grant of a variety patent. The authorities responsible
for the legal protection of the varieties are: the National Council for Plant
Varieties (for overall policy and authorization to use varieties); the State
Commission for Variety Testing (for testing and maintaining the Register of
Plant Varieties); and the State Agency for the Protection of Intellectual
Property (for receiving requests, effecting registrations, publishing
information and granting patents). New varieties must satisfy the DUS criteria.
The breeder of a new variety has the right to an equitable remuneration of no
less than 15% from any proceeds.



                                  25
<PAGE>


The 1991 Act of the UPOV Convention entered into force in respect of the
Republic of Moldova.  The Selectia Research Institute undertakes plant breeding
activity for wheat, barley, (hybrid) sunflower, (hybrid) sugar beet with the
co-operation of nine professional Moldovan agriculture businesses.  Two
varieties of winter wheat commonly grown in Moldova were developed at the
Selectia Research Institute.  The Porubeni Research Institute breeds maize.
Both institutes are financed by the Ministry of Agriculture and Processing
Industry (MAPI) and are linked to the Moldovan Academy of Science and
Agriculture.

Agriculture represents the basis of the Moldovan economy, comprising 20 to
30 percent of GDP and provides seasonal employment for almost half of the
population. Agricultural production accounts for 75 percent of the country's
total exports in 2002. This specialization in agricultural production is due to
favorable climatic conditions and higher than average chernozem soil fertility.
Seventy-five percent of the total territory is agricultural land and over half
of the population live in rural areas. Various products such as cereals,
sunflowers, sugar beets, potatoes, vegetables, tobacco, fruits and grapes grow
in Moldova. In 2000, harvest of cereals (principally wheat and corn) and
legumes decreased 11 percent to 1,931 thousand tons from a year earlier. This
was due to a lower average yield per ha. At the same time, sunflower yield
increased 3 percent to 295 thousand tons, which was attributable to enlargement
of cultivated areas. Weather conditions in 2000 were favorable to grapes and
fruits. Output of fruits and berries increased from 136 thousand tons in 1999
to 255 thousand tons in 2000. Grape yield increased 50 percent to 701 thousand
tons. Meat output decreased almost 20 percent, largely due to unfavorable
livestock breeding conditions. Farm livestock of all kinds has been
continuously declining, with the head count of pigs being the most affected. In
2000, the total number was 447 thousand pigs, down 35 percent from 1999.

Chernozem Soil

Moldova benefits from Chernozem soil (Russian for black earth).  A fertile
black soil that covers approximately 75 percent of Moldova's land area.
The characteristic soil of the tall grass, temperate grassland biome is
typically calcareous. The thick surface A-horizon is made up of dark
humus with a fine granular or crumb structure, resulting from the activities of
earthworms and other fauna. Humus is an organic matter that has decayed to a
relatively stable, amorphous state. It is an important biological constituent
of fertile soil. Humus is formed by the decomposing action of soil
microorganisms (e.g., bacteria and fungi), which break down animal and
vegetable material into elements that can be used by growing plants.
Technically, humus, as the end result of this process, is less valuable for
plant growth than are the products formed during active decomposition.  Because
of its low specific weight and high surface area, humus has a profound effect
upon the physical properties of mineral soils with regard to improved soil
structure, water intake and reservoir capacity, ability to resist erosion, and
the ability to hold chemical elements in a form readily accessible to plants.
The richness of humus in Moldovan soil is a result of a good relationship
between input and output, the rapid growth of tall grass in the hot, moist
spring and early summer encourages large organic inputs in the form of leaf and
root decay. Light rainfall and high rates of evaporation result in only a mild
degree of leaching and so the upper horizons are neutral or only


                                  26
<PAGE>


slightly acid bases such as potassium and nitrogen are moved downwards only
slowly. In the summer this is compensated by the upward movement of capillary
water bringing bases near the surface. The A-horizon is thus nutrient rich. The
alternating dry and wet seasons immobilize iron and aluminum sesquioxides and
clay in the upper horizon and this together with the large number of mixing
agents, limits the formation of a recognizable B horizon. The upward movement
of moisture in the summer causes calcium carbonate to be deposited, often in
the form of nodules in the upper C-horizon.  Chernozem is regarded as the
optimum soil for agriculture as it is deep, rich in organic matter, retains
moisture, and has an ideal crumb structure.


Going Concern
-------------

The Company's financial statements for the six months ended June 30, 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.  (See
Financial Footnote 13.)

The  Company's financial statements for the six months ended June 30, 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 $495,376 and a negative cash flow from operating activities of $130,917
for the six months ended June 30, 2003, and a working  capital  deficiency
of  $1,608,489  as  of  June 30, 2003.  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.  (See Financial Footnote 13.)


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

During the three months ended June 30, 2003, the Company generated Revenues of
$79,546, this compares to revenues of $362,449 for the same period last year.
Cost of sales for the three months ended was $35,660 or 44.6% of revenues versus
$356,284 or 98.2% for the same period last year.  For the three months ended
June 30,2003,the Company incurred a net loss of$(36,403,512)or a loss of$(.0023)
per share as compared to net loss of $(12,0701) or a loss of $(.001) per share
for the same period last year.  As compared to the same period last year, the
Company's net loss increased by $24,333441,this was due primarily to an increase
in administrative expenses.  The net loss for the current Quarter included
general and administrative expenses of $103,730 as compared to $14,997 for the
same period last year.  Other expenses for the three months ended June 30, 2003,
included depreciation expense of $2,607 as compared to $3,370 for the same
period last year.

During the six months ended June 30, 2003, the Company generated revenues
of $333,294, this compares to revenues of $589,770 for the same period last
year.  For the six months ended June 30, 2003, the Company experienced a net
loss of $(495,376) or a loss of $(.003) per share as compared to net loss of
$(65,078) or a loss of $(.005) per share for the same period last year.  The
increase in net loss was due to an increase of administrative expenses.

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.






                                      27
<PAGE>


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

The Company had authorized 100,000,000 shares of $0.0001 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 June 30, 2003, the Company's current liabilities exceeded its
current assets by approximately $1,569,786.

During June 2003, the Company issued 300,000 options, with an exercise
price of $.06 and a fair value of $29,739, to purchase 300,000 (360,000
post-split) 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 $18,000 during the period ended June 30, 2003.
Additionally, the Company recorded a current charge to operations of
$11,739 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.

Also during June 2003, the Company issued 200,000 options, with an
exercise price of $.10 and a fair value of $20,000, to purchase  200,000
(240,000 post-split) 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 $20,000 during the period ended June 30, 2003.

Also during June 2003, the Company issued 100,000 options, with an
exercise price of $.10 and a fair value of  $10,000, to purchase 100,000
(120,000  post-split) 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 $10,000 during the period ended June 30, 2003.

Also during June 2003, the Company issued 1,550,000 options, with an
exercise price of $.10 and a fair value of $155,000, to purchase 1,550,000
(1,860,000 post-split) 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 $155,000 during the period ended June 30, 2003.

Also during June 2003, the Company issued 1,000,000 options, with an
exercise price of $.05 and a fair value of $89,248, to purchase 1,000,000
(1,200,000 post-split) 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 $50,000 during the period ended June 30, 2003.
Additionally, the Company recorded a current charge to operations of
$39,248 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.


                                    28

<PAGE>



Item 3. Controls and Procedures

As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act").  Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.  There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.



                                     29
<PAGE>

                           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 Chairman and CEO; Paul Taylor have
been named as Defendants in Case Number 2001 CV 6319, filed on November 4th ,
2001 in the District Court, Denver, Colorado, and Case # 2002 CA 006402AE In
the Circuit Court In and for Palm Beach County, Florida by an FCOM Inc., Unit
holder, Douglas R. Black of 1777 Larimer St., #2309 Denver, Colorado
80202 who purchased 100,000 Units of FCOM Inc., for $50,000 in the 3rd Qtr of
2000. The Shareholder has been granted a default judgment by the District Court,
Denver, Colorado of $364,000 in damages plus Attorney's fees of $18,196.50, plus
post judgment interest of 8%.  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.


Trezac's subsidiary, FCOM, Inc. and its Chairman and CEO; Paul Taylor have
been named as Defendants in Case Number 02-CA-2461 filed on June 22, 2002 in
the District Court, Denver, Colorado. The plaintiff, Ms. Christy O'Conner
was a co-founder, officer and general counsel to FCOM Inc.


                                    30
<PAGE>

In February 2002, Christy O'Connor settled with Douglas Black in Case Number

2001 CV 6319, filed on November 4, 2001 in the District Court, Denver,
Colorado
for an undisclosed amount and was dismissed without prejudice.  In
April, 2002
FCOM Inc., brought Christy O'Connor back into the above action
for conspiracy,
conversion and legal malpractice. In the same action FCOM Inc.,
sued Lee Duran,
 whereabouts unknown, a former employee of FCOM Inc., and a co-defendant in Case

Number 2001 CV 6319, and broker for Douglas Black of 1777 Larimer St.,#2309
Denver, Colorado, the Plaintiff in Case Number 2001 CV 6319.

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.



ITEM 2.  Changes in Securities and Use of Proceeds

During the July, 2003, the Company registered 37,000,000 common shares
under Regulation S-8 filed with the U.S. Securities and Exchange Commission.
These Shares were registered to pay fees to consultants.

On July 14, 2003, the Company declared a 6 for 5 forward stock split of all
common stock authorized, issued and outstanding.

In July, 2003, a supermajority of shareholders determined that it was in the
best interest of the Corporation to withdraw or cause the withdrawal of the
Corporation's stock certificates from the settlement system provided by
Depositary Trust Corporation ("DTC"), and the holding of said securities by
Broker-Dealers in order to combat the naked short selling that has occurred
in the Corporation's stock.  Therefore, management felt that in the best
interest of the shareholders to enact the following:

   1. That all common stock of the Corporation be registered in beneficial name
      only and the shares of the Corporation be restricted therewith.  In
      furtherance and clarification thereof, nominee registration shall not be
      permitted.

   2. That all shares and shareholders henceforth waive all objections to the
      disclosure of the beneficial owner of said security and provide and
      authorize disclosure thereof.

   3. That all certificates of the Company be legended with the following
      caption:

      "Transfer of the shares evidenced by this certificate is restricted to
      registration only as follows: Registration in beneficial holders name,
      registration in  nominee disclosing beneficial holder, FBO, ITF, all
      registrations in broker dealer or bank name must be accompanied by an
      affidavit notarizing said party is beneficial owner.  Any holder hereby
      authorizes disclosure of true beneficial interest thereof and
      waives any objection thereto, pursuant to the terms of a shareholder
      vote dated June 23rd, 2003, copy of which may be obtained from the
      Company."

                                   31

<PAGE>



ITEM 3.  Defaults upon Senior Securities

None.

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

During the three months ended June 30, 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

  Exhibit
  Number        Title of Document
  --------------------------------------------

    31.1     Certifications of the Chief Executive Officer pursuant to
             Section 302 of the Sarbanes-Oxley Act of 2002

    31.2     Certifications of the Chief Financial Officer pursuant to
             Section 302 of the Sarbanes-Oxley Act of 2002

    32.1     Certifications of Chief Executive Officer pursuant to 18 U.S.C.
             Section 1350 as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002

    32.2     Certifications of Chief Financial Officer pursuant to 18 U.S.C.
             Section 1350 as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002

(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."

On June 13, 2003, the Company amended its Current Report dated January 22,
2003, pursuant to Item 2 ("Acquisition or Disposition of Assets"), entitled
"Acquisition of Millagro SRL;" Item 5 ("Other Items"), and; Item 7.
("Exhibits"), entitled "Stock Purchase Agreement."



                                      32
<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 INTERNATIONAL CORPORATION
                                       --------------------------------
                                                 Registrant

Dated:  September 15, 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:  September 15, 2003


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

                                    33

<PAGE>