<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                       [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year
                             Ended December 31, 2001

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

                   For the transition period from __________ to __________

                         Commission File Number: 0-31114

                                         INTRAC, INC.
                   -------------------------------------------------------
                        (Name of small business issuer in its charter)


                     Nevada                                  88-0471759
          ----------------------------            ----------------------------
            (State of Incorporation)              (I.R.S. Employer I.D. Number)

                    131 West 35th Street, New York, New York
            ------------------------------------------------------------------
                     (Address of Principal executive offices) (Zip Code)

                    Issuer's telephone number (212) 736-0880

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

               Securities registered under Section 12(g) of the Exchange Act:

                     SHARES OF COMMON STOCK, PAR VALUE $.001
                                (Title of class)

The issuer has (1) filed all reports required to be filed by Section 13 or 15
(d) of the Exchange Act during the past 12 months (or such shorter period as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 day: Yes X No

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

Revenues from continuing operations for the year ended December 31, 2001 were
$-0-.

The aggregate market value of voting common stock held by non affiliates was
$94,988.70 on March 28, 2002, based on the price at which the stock was sold or
the average bid and ask price of such stock on that day. As of March 28, 2002,
949,887,026 shares of the issuer's common stock, par value $.001, were issued
and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None.

Transitional Small Business Disclosure Format: Yes [ ]    No [X].

<Page>

                                TABLE OF CONTENTS
                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 2001

<Table>
<Caption>


Item                                                                                  Page
<S>                                                                                   <C>

PART I

1.      Description of Business..........................................................3

2.      Description of Property.........................................................14

3.      Legal Proceedings...............................................................15

4.      Submission of Matters to a Vote of Security Holders.............................15

PART II

5.      Market for Common Equity and Related Stockholder Matters........................15

6.      Management's Discussion and Analysis of Financial Condition and Results of
        Operations......................................................................15

7.      Financial Statements............................................................16

8.      Changes in and Disagreements with Accountants on Accounting and Financial
        Disclosure......................................................................17

PART III

9.      Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act..........................................17

10.     Executive Compensation..........................................................18

11.     Security Ownership of Certain Beneficial Owners and Management..................18

12.     Certain Relationships and Related Transactions..................................18

13.     Exhibits and Reports on Form 8-K................................................19

14.     Signatures......................................................................20
</Table>

                                       2

<Page>

                                     PART I


ITEM 1.     DESCRIPTION OF BUSINESS.

               1.     The Company -

        The Company was incorporated under the laws of the State of Nevada on
September 6, 2000, and is in the developmental stage. From the period of
inception in 2000 through the date hereof, the Company's plan was to
manufacture, market and enhance a mini-Accronmotrac Vision Trainer. The
mini-AVT was a patented electro-optical device that used the scientific
principle of biofeedback to teach people how to voluntarily control or focus
the muscle of the eye. Those operations ceased. On November 26, 2001,
pursuant to a Stock Purchase Agreement, Continental Acquisition, Inc.
("Continental") acquired 6,650,000 shares of common stock of the Company.
Pursuant to the terms and conditions of an Agreement of Merger dated December
20, 2001 among the Company, Intrac Acquisition Corp., a wholly-owned
subsidiary of the Company ("Intrac Acquisition"), and Continental, the
Company exchanged with the stockholders of Continental 6,650,000 shares of
Common Stock of the Company for one hundred percent (100%) of the issued and
outstanding shares of common stock of Continental and Continental was merged
with and into Intrac Acquisition. The price was funded from the issuance of
8% Series Senior Subordinated Convertible Redeemable Debentures issued by the
Company to various investors. The Company has no commercial operations as of
the date hereof. The Company has no full-time employees and owns no real
estate.

        The Company's current business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The acquisition of a
business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. The Company has limited capital, and it is
unlikely that the Company will be able to take advantage of more than one such
business opportunity. The Company intends to seek opportunities demonstrating
the potential of long-term growth as opposed to short-term earnings.

        At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition.

        It is anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given that limited funds are available for acquisitions, or that
any acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.

        The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange (See "Investigation and Selection of Business
Opportunities"). The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or

                                        3

<Page>

(v) have a combination of the characteristics mentioned in (i) through (iv). The
Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued. Given the above factors,
investors should expect that any acquisition candidate may have a history of
losses or low profitability.

        The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

        Any entity which has an interest in being acquired by, or merging into
the Company, is expected to be an entity that desires to become a public company
and establish a public trading market for its securities. In connection with
such a merger or acquisition, it is highly likely that an amount of stock
constituting control of the Company would be issued by the Company or purchased
from the current principal shareholders of the Company by the acquiring entity
or its affiliates. If stock is purchased from the current shareholders, the
transaction is very likely to result in substantial gains to them relative to
their purchase price for such stock. In the Company's judgment, none of its
officers and directors would thereby become an "underwriter" within the meaning
of the Section 2(11) of the Securities Act of 1933, as amended. The sale of a
controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.

        It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

        The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
is currently affiliated. Should the Company determine in the future, contrary to
foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Nevada law to enter into such a transaction if:

1.   The material facts as to the relationship or interest of the affiliate and
     as to the contract or transaction are disclosed or are known to the Board
     of Directors, and the Board in good faith authorizes the contract or
     transaction by the affirmative vote of a majority of the disinterested
     directors, even though the disinterested directors constitute less than a
     quorum; or

2.   The material facts as to the relationship or interest of the affiliate and
     as to the contract or transaction are disclosed or are known to the
     stockholders entitled to vote thereon, and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

3.   The contract or transaction is fair as to the Company as of the time it is
     authorized, approved or ratified, by the Board of Directors or the
     stockholders.

               2.     Investigation and Selection of Business Opportunities

                                       4

<Page>

        To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the Company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the eventual
market for such company's products or services will likely not be established,
and such company may not be profitable when acquired.

        It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

        It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.

        The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

1.   Potential for growth and profitability, indicated by new technology,
     anticipated market expansion, or new products;

2.   The Company's perception of how any particular business opportunity will be
     received by the investment community and by the Company's stockholders;

3.   Whether, following the business combination, the financial condition of the
     business opportunity would be, or would have a significant prospect in the
     foreseeable future of becoming sufficient to

                                       5

<Page>

     enable the securities of the Company to qualify for listing on an exchange
     or on a national automated securities quotation system, such as NASDAQ, so
     as to permit the trading of such securities to be exempt from the
     requirements of Rule 15c2-6 recently adopted by the Securities and Exchange
     Commission. See "Risk Factors - The Company Regulation of Penny Stocks."

4.   Capital requirements and anticipated availability of required funds, to be
     provided by the Company or from operations, through the sale of additional
     securities, through joint ventures or similar arrangements, or from other
     sources;

5.   The extent to which the business opportunity can be advanced;

6.   Competitive position as compared to other companies of similar size and
     experience within the industry segment as well as within the industry as a
     whole;

7.   Strength and diversity of existing management, or management prospects that
     are scheduled for recruitment;

8.   The cost of participation by the Company as compared to the perceived
     tangible and intangible values and potential; and

9.   The accessibility of required management expertise, personnel, raw
     materials, services, professional assistance, and other required items.

        In regard to the possibility that the shares of the Company would
qualify for listing on NASDAQ, the current standards include the requirements
that the issuer of the securities that are sought to be listed have total assets
of at least $4,000,000 and net tangible assets of at least $2,000,000. Many, and
perhaps most, of the business opportunities that might be potential candidates
for a combination with the Company would not satisfy the NASDAQ listing
criteria.

        Not one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

        The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

        Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial

                                       6

<Page>

statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

        As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

        It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - Regulation
of Penny Stocks."

        Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

        There are no loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.

               3.     Form of Acquisition

        It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.

        It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal

                                       7

<Page>

Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

        It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.

        The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

        As a general matter, the Company anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

        It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

        In all probability, upon completion of an acquisition or merger, there
will be a change in control through issuance of substantially more shares of
common stock. Further, in conjunction with an acquisition or merger, it is
likely that management may offer to sell a controlling interest at a price not
relative to or reflective of any value of the shares sold by management, and at
a price which could not be achieved by individual shareholders at the time.

                                       8

<Page>

               4.     Investment Company Act and Other Regulation

        The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.

        Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

        The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.

        Any securities which the Company might acquire in exchange for its
Common Stock are expected to be "restricted securities" within the meaning of
the Securities Act of 1933, as amended (the "Act"). If the Company elects to
resell such securities, such sale cannot proceed unless a registration statement
has been declared effective by the Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

        An acquisition made by the Company may be in an industry which is
regulated or licensed by federal, state or local authorities. Compliance with
such regulations can be expected to be a time-consuming and expensive process.

               5.     Competition

        The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities.

               6.     No Rights of Dissenting Shareholders

        The Company does not intend to provide Company shareholders with
complete disclosure documentation including audited financial statements,
concerning a possible target company prior to

                                       9

<Page>

acquisition, because Nevada law vests authority in the Board of Directors to
decide and approve matters involving acquisitions within certain restrictions.
Any transaction would be structured as an acquisition, not a merger, with the
Registrant being the parent company and the acquiree being merged into a wholly
owned subsidiary.

               7.     No Target Candidates for Acquisition

        None of the Company's Officers, Directors, promoters, affiliates, or
associates have had any preliminary contact or discussion with any specific
candidate for acquisition. There are no present plans, proposals, arrangements,
or understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition transaction.

               8.     Administrative Offices

        The Company currently maintains a mailing address at 131 West 35th
Street, New York, New York which is the office address of its President. Other
than this mailing address, the Company does not currently maintain any other
office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future. The Company pays no rent or
other fees for the use of this mailing address.

               9.     Employees

        The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities. Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered. See "Executive Compensation" and
under "Certain Relationships and Related Transactions."

               10.    Risk Factors

               (a) CONFLICTS OF INTEREST. Certain conflicts of interest may
exist between the Company and its officers and directors. They have other
business interests to which they devote their attention, and may be expected to
continue to do so although management time should be devoted to the business of
the Company. As a result, conflicts of interest may arise that can be resolved
only through exercise of such judgment as is consistent with fiduciary duties to
the Company. See "Management" and "Conflicts of Interest."

               (b) NEED FOR ADDITIONAL FINANCING. The Company has very limited
funds, and such funds may not be adequate to take advantage of any available
business opportunities. Even if the Company's funds prove to be sufficient to
acquire an interest in, or complete a transaction with, a business opportunity,
the Company may not have enough capital to exploit the opportunity. The ultimate
success of the Company may depend upon its ability to raise additional capital.
The Company has not investigated the availability, source, or terms that might
govern the acquisition of additional capital and will not do so until it
determines a need for additional financing. If additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company. If not
available, the Company's operations will be limited to those that can be
financed with its modest capital.

                                       10

<Page>

               (c) REGULATION OF PENNY STOCKS. The Company's securities, when
available for trading, will be subject to a Securities and Exchange Commission
rule that imposes special sales practice requirements upon broker-dealers who
sell such securities to persons other than established customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms, institutions with assets in excess of $5,000,000, or individuals
having a net worth in excess of $1,000,000 or having an annual income that
exceeds $200,000 (or that, when combined with a spouse's income, exceeds
$300,000). For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Consequently, the rule
may affect the ability of broker-dealers to sell the Company's securities and
also may affect the ability of purchasers in this offering to sell their
securities in any market that might develop therefore.

        In addition, the Securities and Exchange Commission has adopted a number
of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange Act of 1934, as amended. Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its securities. The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any market that
might develop for them.

        Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.

               (d) LACK OF OPERATING HISTORY. The majority interest in the
Company was purchased in November 2001 for the purpose of seeking a business
opportunity. Due to the special risks inherent in the investigation,
acquisition, or involvement in a new business opportunity, The Company must be
regarded as a new or start-up venture with all of the unforeseen costs,
expenses, problems, and difficulties to which such ventures are subject.

               (e) NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no
assurance that the Company will acquire a favorable business opportunity. Even
if the Company should become involved in a business opportunity, there is no
assurance that it will generate revenues or profits, or that the market price of
the Company's Common Stock will be increased thereby.

               (f) POSSIBLE BUSINESS - NOT IDENTIFIED AND HIGHLY RISKY. The
Company has not identified and has no commitments to enter into or acquire a
specific business opportunity and therefore can disclose the risks and hazards
of a business or opportunity that it may enter into in only a general manner,
and cannot disclose the risks and hazards of any specific business or
opportunity that it may enter into. An investor can expect a potential business
opportunity to be quite risky. The Company's acquisition of or participation in
a business opportunity will likely be highly illiquid and could result in a

                                       11

<Page>

total loss to the Company and its stockholders if the business or opportunity
proves to be unsuccessful. See Item 1 "Description of Business."

               (g) TYPE OF BUSINESS ACQUIRED. The type of business to be
acquired may be one that desires to avoid effecting its own public offering and
the accompanying expense, delays, uncertainties, and federal and state
requirements which purport to protect investors. Because of the Company's
limited capital, it is more likely than not that any acquisition by the Company
will involve other parties whose primary interest is the acquisition of control
of a publicly traded company. Moreover, any business opportunity acquired may be
currently unprofitable or present other negative factors.

               (h) IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a business opportunity before the Company commits its capital or other resources
thereto. Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company's participation. A significant portion of the Company's
available funds may be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.

               (i) LACK OF DIVERSIFICATION. Because of the limited financial
resources that the Company has, it is unlikely that the Company will be able to
diversify its acquisitions or operations. The Company's probable inability to
diversify its activities into more than one area will subject the Company to
economic fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.

               (j) RELIANCE UPON FINANCIAL STATEMENTS. The Company generally
will require audited financial statements from companies that it proposes to
acquire. Given cases where audited financials are available, the Company will
have to rely upon interim period unaudited information received from target
companies' management that has not been verified by outside auditors. The lack
of the type of independent verification which audited financial statements would
provide, increases the risk that the Company, in evaluating an acquisition with
such a target company, will not have the benefit of full and accurate
information about the financial condition and recent interim operating history
of the target company. This risk increases the prospect that the acquisition of
such a company might prove to be an unfavorable one for the Company or the
holders of the Company's securities.

        Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition of an entity
for which audited financial statements prove to be unobtainable, the Company
would be exposed to enforcement actions by the Securities and Exchange
Commission (the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its management. The
legal and other costs of defending a Commission enforcement action would have
material, adverse consequences for the Company and its business. The imposition
of administrative sanctions would subject the Company to further adverse
consequences.

                                       12

<Page>

        In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, or on
any existing stock exchange.

Moreover, the lack of such financial statements is likely to discourage
broker-dealers from becoming or continuing to serve as market makers in the
securities of the Company. Without audited financial statements, the Company
would almost certainly be unable to offer securities under a registration
statement pursuant to the Securities Act of 1933, and the ability of the Company
to raise capital would be significantly limited until such financial statements
were to become available.

               (k) OTHER REGULATION. An acquisition made by the Company may be
of a business that is subject to regulation or licensing by federal, state, or
local authorities. Compliance with such regulations and licensing can be
expected to be a time-consuming, expensive process and may limit other
investment opportunities of the Company.

               (l) DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF
MANAGEMENT. The Company currently has only two individuals who are serving as
its officers and directors on a part time basis. The Company will be heavily
dependent upon their skills, talents, and abilities to implement its business
plan, and may, from time to time, find that the inability of the officers and
directors to devote their full time attention to the business of the Company
results in a delay in progress toward implementing its business plan. See
"Management." Because investors will not be able to evaluate the merits of
possible business acquisitions by the Company, they should critically assess the
information concerning the Company's officers and directors.

               (m) LACK OF CONTINUITY IN MANAGEMENT. The Company does not have
an employment agreement with its officers and directors, and as a result, there
is no assurance they will continue to manage the Company in the future. In
connection with acquisition of a business opportunity, it is likely the current
officers and directors of the Company may resign subject to compliance with
Section 14f of the Securities Exchange Act of 1934. A decision to resign will be
based upon the identity of the business opportunity and the nature of the
transaction, and is likely to occur without the vote or consent of the
stockholders of the Company.

               (n) INDEMNIFICATION OF OFFICERS AND DIRECTORS. Nevada Statutes
provide for the indemnification of its directors, officers, employees, and
agents, under certain circumstances, against attorney's fees and other expenses
incurred by them in any litigation to which they become a party arising from
their association with or activities on behalf of the Company. The Company will
also bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures by the Company which it will be unable to recoup.

               (o) DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business
experience of its officers and directors, the Company may be required to employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. The selection of any such advisors will be made by the Company's
President without any input from stockholders. Furthermore, it is anticipated
that such persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the President of the
Company considers it necessary to hire outside advisors, he may elect to hire
persons who are affiliates, if they are able to provide the required services.

               (p) LEVERAGED TRANSACTIONS. There is a possibility that any
acquisition of a business opportunity by the Company may be leveraged, i.e., the
Company may finance the acquisition of the business opportunity by borrowing
against the assets of the business opportunity to be acquired, or

                                       13

<Page>

against the projected future revenues or profits of the business opportunity.
This could increase the Company's exposure to larger losses. A business
opportunity acquired through a leveraged transaction is profitable only if it
generates enough revenues to cover the related debt and expenses. Failure to
make payments on the debt incurred to purchase the business opportunity could
result in the loss of a portion or all of the assets acquired. There is no
assurance that any business opportunity acquired through a leveraged transaction
will generate sufficient revenues to cover the related debt and expenses.

               (q) COMPETITION. The search for potentially profitable business
opportunities is intensely competitive. The Company expects to be at a
disadvantage when competing with many firms that have substantially greater
financial and management resources and capabilities than the Company. These
competitive conditions will exist in any industry in which the Company may
become interested.

               (r)  NO FORESEEABLE DIVIDENDS. The Company has not paid dividends
on its Common Stock and does not anticipate paying such dividends in the
foreseeable future.

               (s) LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The
Company may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of the
Company's authorized but unissued Common Stock that would, upon issuance,
represent the great majority of the voting power and equity of the Company. The
result of such an acquisition would be that the acquired company's stockholders
and management would control the Company, and the Company's management could be
replaced by persons unknown at this time. Such a merger would result in a
greatly reduced percentage of ownership of the Company by its current
shareholders.

               (t) RULE 144 SALES. All of the outstanding shares of Common Stock
held by present officers, directors, and stockholders are "restricted
securities" within the meaning of Rule 144 under the Securities Act of 1933, as
amended. As restricted shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the Act and as required under
applicable state securities laws. Rule 144 provides in essence that a person who
has held restricted securities for one year may, under certain conditions, sell
every three months, in brokerage transactions, a number of shares that does not
exceed the greater of 1.0% of a company's outstanding common stock or the
average weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted securities that may be sold by a
nonaffiliate after the restricted securities have been held by the owner for a
period of two years. Nonaffiliate shareholders who have held their shares under
Rule 144 for two years are eligible to have freely tradable shares. A sale under
Rule 144 or under any other exemption from the Act, if available, or pursuant to
subsequent registration of shares of Common Stock of present stockholders, may
have a depressive effect upon the price of the Common Stock in any market that
may develop. All shares become available for resale (subject to volume
limitations for affiliates) under Rule 144, one year after date of purchase
subject to applicable volume restrictions under the Rule.


ITEM 2.     DESCRIPTION OF PROPERTY.

        The Company has no property. The Company does not currently maintain
an office or any other facilities. It does currently maintain a mailing
address at 131 West 35th Street, New York, New York 10001. The Company pays
no rent for the use of this mailing address. The Company does not believe
that it will need to maintain an office at any time in the foreseeable future
in order to carry out its plan of operations described herein.

                                       14

<Page>

        The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any such
investments in the future. However, the policy of the Company with respect to
investment in real estate assets could be changed in the future without a vote
of security holders.


ITEM 3.     LEGAL PROCEEDINGS.

        The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

        No director, officer or affiliate of the Company, and no owner of record
or beneficial owner of more than 5% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.


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

        No matters were submitted to a vote of the Company's stockholders during
the quarter ended December 31, 2001.


                                     PART II


ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        There is not currently a public trading market for the Company's
securities. Such securities are currently held of record by a total of
approximately 37 persons.

        No dividends have been declared or paid on the Company's securities, and
it is not anticipated that any dividends will be declared or paid in the
foreseeable future.


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

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2001 AND FISCAL YEAR ENDED DECEMBER
31, 2000

The Company had no sales through December 31, 2001 and is considered a
Development Stage Company.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by $331,048 to $336,604 for the year ended December 31, 2001, from
$5,556 for the year ended December 31, 2000. Costs increased primarily due to
salaries, consulting and legal fees incurred by the Company in developing a
business for the manufacturing and marketing of optical devices. These
operations ceased in November 2001.

INTEREST EXPENSES. Interest in 2001 was $7,916 of which $3,333 was accrued
interest on the Debenture Payable and $4,583 was the amortization of discount
on the Debenture. There was no interest expense in 2000.

BENEFICIAL CONVERSION FEATURE. Beneficial conversion feature and inducement
expense for 2001 was $2,109,100 resulting from shares issued to holders of
the Debenture upon their conversion of a portion of the Debenture to common
stock in accordance with terms stipulated in the Debenture. There was no
beneficial conversion feature and inducement expense in 2000.

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2001, the Company financed operations from
proceeds from sale of stocks and proceeds from a debenture payable. We believe
we are able to finance future operations from cash generated from additional
proceeds from a debenture payable. We are seeking to acquire business entities
that will generate cash from operations.

Working Capital was $69 at December 31, 2000. During 2001 it decreased by
$2,860 to a deficit at December 31, 2001 of $2,791.

The Company's operating activities used cash in the amount of $538,127 for the
year ended December 31, 2001 as compared to cash used in the amount of $5,556
during the year ended December 31, 2000.

The Company had no investing activities in 2001 or 2000.

The Company's financing activities generated cash in the amount of $538,600
during the year ended December 31, 2001, as compared to cash generated of
$5,625 during the year ended December 31, 2000. The principal source of cash
from financing activities in 2001 was from proceeds of a debenture payable
and the sale of stock. The principal source of cash in financing activities
in 2000 was the sale of stock.

                                       15
<Page>

        For the fiscal year ending December 31, 2002, the Company anticipates
incurring a loss as a result of expenses associated with compliance with the
reporting requirements of the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues. It may also continue to operate at a
loss after completing a business combination, depending upon the performance of
the acquired business.

               2.     Plan of Operations and Need for Additional Financing

        During the fiscal year ending December 31, 2002, the Company plans to
continue with efforts to seek, investigate, and, if warranted, acquire one or
more properties or businesses. The Company also plans to file all required
periodical reports and to maintain its status as a fully-reporting Company under
the Securities Exchange Act of 1934. In order to proceed with its plans for the
next year, it is anticipated that the Company will require additional capital in
order to meet its cash needs. These include the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934, as
amended, as well as any costs the Company may incur in seeking business
opportunities.

        No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. Notwithstanding
the foregoing, to the extent that additional funds are required, the Company
anticipates receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering.


ITEM 7.     FINANCIAL STATEMENTS.

<Page>

INTRAC, INC.

TABLE OF CONTENTS

                                                                        PAGE
                                                                       NUMBER

INDEPENDENT AUDITORS' REPORT                                            F-1

FINANCIAL STATEMETS AS OF DECEMBER 31, 2001 AND FOR
  THE YEAR THEN ENDED AND FOR THE PERIOD SEPTEMBER 6, 2000
  (DATE OF INCEPTION) TO DECEMBER 31, 2000:

    Balance Sheet                                                       F-2

    Statements of Operations                                            F-3

    Statements of Stockholders' Equity                                  F-4

    Statements of Cash Flows                                            F-5

    Notes to Financial Statements                                    F-6 - F-11



<Page>










                                  INTRAC, INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2001























<Page>

INDEPENDENT AUDITORS' REPORT

Board of Directors
131 West 35th Street
New York, NY  10001

Gentlemen:

We have audited the accompanying balance sheet of Intrac, Inc. (the "Company")
(a Development Stage Company), as of December 31, 2001, and the related
statements of operations, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The Company's financial statements for the period
September 6, 2000 (date of inception) to December 31, 2000, were audited by
another auditor whose report thereon, dated March 9, 2001, included an
explanatory paragraph that raised substantial doubt about the Company's ability
to continue as a going concern.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used in
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Intrac, Inc. (a Development Stage Company)
as of December 31, 2001 and the results of its operations and its cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company has had limited operations and has not commenced planned
principal operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described therein. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Chaifetz & Schreiber, P.C.
------------------------------
Chaifetz & Schreiber, P.C.


April 30, 2002


<Page>

INTRAC, INC.
------------
(A Development Stage Company)

BALANCE SHEET
DECEMBER 31, 2001
-----------------


<Table>
<Caption>

ASSETS
------

<S>                                                   <C>
CURRENT ASSETS - Cash                                 $       542
                                                      -----------
TOTAL ASSETS                                          $       542
                                                      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES: - Accrued interest                     3,333
Convertible debenture                                     328,333
                                                      -----------
     Total liabilities                                    331,666
                                                      -----------


STOCKHOLDERS' EQUITY:
Common stock - $.001 par value, 500,000,000
      shares authorized, 85,958,454 shares issued
      and outstanding                                      85,958
Additional paid-in capital                              2,407,660
Deficit accumulated during the development stage       (2,824,742)
                                                      -----------
      Total stockholders' equity                         (331,124)
                                                      -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $       542
                                                      ===========
</Table>







The accompanying notes are an integral part of these financial statements



                                      F-2
<Page>

INTRAC, INC.
------------
(A Development Stage Company)

STATEMENTS OF OPERATIONS
------------------------

<Table>
<Caption>

                                                                      Cumulative from
                                      For the Year    For the Period    September 6,
                                         Ended        September 6 to    2000 through
                                      December 31,     December 31,     December 31,
                                         2001             2000             2001
                                      -----------      -----------      -----------
<S>                                   <C>              <C>              <C>
REVENUE                               $        --      $        --      $        --
                                      -----------      -----------      -----------
EXPENSES:
General and administrative                336,604            5,556          342,160
Amortization and write down of
  goodwill and other intangibles          366,048              603          366,651
                                      -----------      -----------      -----------
     Total expenses                       702,652            6,159          708,811
                                      -----------      -----------      -----------

LOSS FROM OPERATIONS                     (702,652)          (6,159)        (708,811)

OTHER INCOME (EXPENSE)
Beneficial conversion feature and
   inducement expense                  (2,109,100)              --       (2,109,100)
Interest expense                           (7,916)              --           (7,916)
Other                                       1,085               --            1,085
                                      -----------      -----------      -----------
     Total other income (expense)      (2,115,931)              --       (2,115,931)
                                      -----------      -----------      -----------

NET LOSS                              $(2,818,583)     $    (6,159)     $(2,824,742)
                                      ===========      ===========      ===========

Basic Net Loss Per Common Share:

WEIGHTED AVERAGE SHARES                 2,857,631          212,274        1,829,389
                                      ===========      ===========      ===========
NET LOSS PER SHARE                    $     (0.99)     $     (0.03)     $     (1.54)
                                      ===========      ===========      ===========
</Table>









The accompanying notes are an integral part of these financial statements



                                      F-3
<Page>

INTRAC, INC.
------------
(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
---------------------------------------------

<Table>
<Caption>

                                                                                                      Deficit
                                                                                                    Accumulated
                                                        Common Stock                Additional        During
                                                  ----------------------------        Paid-in       Development
                                                     Shares          Amount           Capital          Stage            Total
                                                  -----------      -----------      -----------     -----------      -----------
<S>                                               <C>              <C>              <C>             <C>              <C>
September 6, 2000 (Date of inception)                      --      $        --      $        --     $        --      $         0

Contributed capital                                        --               --            5,625              --            5,625

Issued for acquired technology                      7,000,000            7,000            5,068              --           12,068

Net loss                                                   --               --               --          (6,159)          (6,159)
                                                  -----------      -----------      -----------     -----------      -----------

Balance, December 31, 2000                          7,000,000            7,000           10,693          (6,159)          11,534

                                                    1,486,000            1,486          147,114              --          148,600
Shares issued pursuant to stock offering
Shares issued for services rendered                 1,519,750            1,519          150,456              --          151,975
Effect of reverse split; 1 for 10 shares           (8,997,300)          (8,997)           8,997              --                0
  Issuance of stock for beneficial conversion
     of debenture                                  84,950,004           84,950        2,090,400              --        2,175,350
  Net loss                                                 --               --               --      (2,818,583)      (2,818,583)
                                                  -----------      -----------      -----------     -----------      -----------
  Balance, December 31, 2001                       85,958,454      $    85,958      $ 2,407,660     $(2,824,742)     $  (331,124)
                                                  ===========      ===========      ===========     ===========      ===========
</Table>










The accompanying notes are an integral part of these financial statements


                                      F-4
<Page>

  INTRAC, INC.
  ------------
  (A Development Stage Company)

  STATEMENTS OF CASH FLOWS
  ------------------------

<Table>
<Caption>
                                                                                                            Cumulative from
                                                                         For the Year    For the Period      September 6,
                                                                            Ended        September 6 to      2000 through
                                                                         December 31,     December 31,       December 31,
                                                                            2001             2000               2001
                                                                         -----------      -----------      -----------
<S>                                                                      <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                 $(2,818,583)     $    (6,159)     $(2,824,742)
Adjustments to reconcile net loss to net
     cash used by operating activities:
     Beneficial conversion feature and inducement expense                  2,109,100               --        2,109,100
     Stock compensation                                                      151,975               --          151,975
     Amortization and write down of other intangibles                         11,465              603           12,068
     Amortization of discount on debenture                                     4,583               --            4,583
     Increase in accrued interest                                              3,333               --            3,333
                                                                         -----------      -----------      -----------
       Net cash used by operating activities                                (538,127)          (5,556)        (543,683)
                                                                         -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from debenture                                             390,000               --          390,000
     Additional paid-in capital                                              147,114            5,625          152,739
     Common stock issued                                                       1,486               --            1,486
                                                                         -----------      -----------      -----------
     Net cash provided by financing activities                               538,600            5,625          544,225
                                                                         -----------      -----------      -----------

NET INCREASE IN CASH                                                             473               69              542

CASH - AT BEGINNING OF YEAR                                                       69               --               --
                                                                         -----------      -----------      -----------

CASH - AT END OF YEAR                                                    $       542      $        69      $       542
                                                                         ===========      ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
Cash paid during year for:
Interest                                                                 $        --      $        --      $        --
                                                                         ===========      ===========      ===========
Income taxes                                                             $       450      $        --      $       450
                                                                         ===========      ===========      ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
For the year ended December 31, 2001 and 2000:

<Caption>

                                                                          December 31,     December 31,
                                                                             2001             2000
                                                                          ------------     ------------
<S>                                                                      <C>              <C>
Common stock issued for acquired technology                              $        --      $    12,068
Common stock issued for consulting services                              $   151,975      $        --
Goodwill acquired in reverse merger and subsequently written off         $   350,000               --
Number of shares issued for services (after effect of reverse split)         151,975          700,000
</Table>






The accompanying notes are an integral part of these financial statements


                                      F-5
<Page>

INTRAC, INC.
------------
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.      ORGANIZATION

        Intrac, Inc. was organized September 6, 2000 (date of inception) under
        the laws of the State of Nevada, as Intrac, Inc. The Company has no
        operations and in accordance with SFAS#7, the Company is considered a
        Development Stage Company.

        ACQUISITION AND MERGER - On November 29, 2001, Continental Acquisition
        Inc. ("Continental"), a Delaware corporation, incorporated November 7,
        2001, entered into a stock purchase agreement to purchase 6,650,000
        shares of the Company's common stock held by a shareholder. This
        constituted approximately 66% of the 1,008,450 issued and outstanding
        common stock of the Company. This transaction was completed on December
        21, 2001. Subsequently, Continental merged into Intrac Acquisition Corp.
        ("Acquisition Corp.") a Nevada corporation incorporated on November 28,
        2001, formed solely for this purpose.

        On December 21, 2001, Intrac, Inc. merged with Continental and
        Acquisition Corp. (the "Merger") for the sole purpose of being the
        surviving corporation (collectively referred to as the "Company").
        In connection with the acquisition and merger, the Company's management
        resigned and new management was appointed in its place. A change in
        location of the Company's offices also occurred. No additional shares
        of the Company's stock were issued as a result of this merger.

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        ACCOUNTING ESTIMATES - The preparation of financial statements in
        conformity with generally accepted accounting principles required
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities, the disclosures of contingent assets
        and liabilities at the date of the financial statements, and the
        reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimated by management.

        CASH AND CASH EQUIVALENTS - The Company maintains a cash balance in a
        non-interest bearing account that currently does not exceed federally
        insured limits. For the purposes of the statement of cash flows, all
        highly liquid investments with an original maturity of three months or
        less are considered to be cash equivalents. There are no equivalents as
        of December 31, 2001.

        REVENUE RECOGNITION - The Company recognizes revenue on the accrual
        basis and in accordance with the Securities and Exchange Commission
        released Staff Accounting Bulletin No. 101, Revenue Recognition in
        Financial Statements (SAB No. 101), which provides guidance on the
        recognition, presentation and disclosure of revenue in financial
        statements.


                                      F-6
<Page>

INTRAC, INC.
------------
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        RECENTLY ENACTED ACCOUNTING STANDARDS - Statement of Financial
        Accounting Standards ("SFAS") No. 140, "Accounting for Transfers and
        Servicing of Financial Assets and Extinguishments of Liabilities - a
        replacement of FASB Statement No. 125", SFAS No. 141, "Business
        Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets," and
        SFAS No. 143, "Accounting for Asset Retirement Obligations," were
        recently issued. SFAS No. 140, 141, 142, and 143 have no current
        applicability to the Company or their effect on the financial statements
        would not have been significant.

        GOODWILL AND OTHER INTANGIBLE ASSETS - Long lived assets held and used
        by the Company are reviewed for possible impairment whenever events or
        circumstances indicate the carrying amount of an asset may not be
        recoverable or is impaired. Prior to the Merger, Intrac, Inc. acquired
        certain technology related intangible assets. In addition, in connection
        with the Merger, the Company recognized goodwill. As of December 31,
        2001, the remaining carrying value of such goodwill and other
        intangibles was considered to be fully impaired and, accordingly, was
        written down. Such impairment arose from the Company's decision not to
        pursue the development of the technology acquired and the Company's
        substantial operating loss.

        FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value estimates discussed
        herein are based upon certain market assumptions and pertinent
        information available to management as of December 31, 2001. The
        respective carrying value of certain on-balance-sheet financial
        instruments approximated their fair values. These financial instruments
        include cash, accrued interest and debenture payable. Fair values were
        assumed to approximate carrying values for cash and accrued interest
        because they are short term in nature and their carrying amounts
        approximate fair values or they are payable on demand. Fair value of the
        debenture payable was assumed to approximate its carrying value due to
        the conversion feature of the debenture.

        EARNINGS PER SHARE - The Company follows Statement of Financial
        Accounting Standards No. 128. Earnings Per Share (SFAS No. 128). Basic
        earning per common share (EPS) calculations are determined by dividing
        net income by the weighted average number of shares of common stock
        outstanding during the year. Diluted earning per common share
        calculations are determined by dividing net income by the weighted
        average number of common shares and dilutive common share equivalents
        outstanding. During periods when common stock equivalents, if any, are
        anti-dilutive they are not considered in the computation. As of December
        31, 2001, the Company had no dilutive common stock equivalents, such as
        stock options or warrants.

        SEGMENT REPORTING - The Company follows Statement of Financial
        Accounting Standards No. 130, Disclosures About Segments of an
        Enterprise and related Information. The Company operates as a single
        segment and will evaluate additional segment disclosure requirements as
        it expands its operations.


                                      F-7
<Page>

INTRAC, INC.
------------
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        INCOME TAXES - The Company follows Statement of Financial Accounting
        Standards No. 109, Accounting for Income Taxes (SFAS No. 109), which
        requires the liability approach for the effect of income taxes. Deferred
        tax assets and liabilities are computed based upon the difference
        between the financial statement and income tax basis of assets and
        liabilities using the enacted marginal tax rate applicable when the
        related asset or liability is expected to be realized or settled.
        Deferred income tax expenses or benefits are based on the changes in the
        asset or liability each period. If available evidence suggests that it
        is more likely than not that some portion or all of the deferred tax
        assets will not be realized, a valuation allowance is required to reduce
        the deferred tax assets to the amount that is more likely than not to be
        realized. Future changes in such valuation allowance are included in the
        provision for deferred income taxes in the period of change.

        Deferred income taxes may arise from temporary differences resulting
        from income and expense items reported for financial accounting and tax
        purposes in different periods. Deferred taxes are classified as current
        or non-current, depending on the classification of assets and
        liabilities to which they relate. Deferred taxes arising from temporary
        differences that are not related to an asset or liability are classified
        as current or non-current depending on the periods in which the
        temporary differences are expected to reverse.

3.      INCOME TAXES

        The Company has available at December 31, 2001, unused operating loss
        carryforwards of approximately $715,000, which may be applied against
        future taxable income and which expire in various years through 2021. If
        certain substantial changes in the Company's ownership should occur,
        there could be an annual limitation on the amount of net operating loss
        carryforward that can be utilized. The amount of and ultimate
        realization of the benefits from the operating loss carryforwards for
        income tax purposes is dependent, in part, upon the tax laws in effect,
        the future earnings of the Company and other future events, the effects
        of which cannot be determined. Because of the uncertainty surrounding
        the realization of the loss carryforwards the Company has established a
        valuation allowance equal to the tax effect of the loss carryforwards
        (approximately $243,000) at December 31, 2001 and, therefore, no
        deferred tax asset has been recognized for the loss carryforwards.

        The following table reflects the Company's deferred tax assets and
        (liabilities) at December 31, 2001:

<Table>
<S>                                                    <C>
            Net operating loss deduction               $715,000
            Valuation allowance                         715,000
                                                       --------
            Net deferred asset                         $     --
                                                       ========
</Table>


                                      F-8
<Page>

INTRAC, INC.
------------
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

3.      INCOME TAXES (Continued)

The provision for income taxes (benefits) differs from the amount computed by
applying the statutory federal income tax rate to income (loss) before income
taxes as follows:

<Table>
<Caption>
                                                                   2001         2000
                                                                 ---------    -------
<S>                                                              <C>          <C>
        Income tax (benefit) computed at statutory rate          $(958,000)   $(2,094)
        Effect of permanent differences                            717,000         --
        Tax benefit not recognized                                 241,000      2,094
                                                                 ---------    -------
        Provision for income taxes (benefit)                     $      --         --
                                                                 =========    =======
</Table>

4.      CONVERTIBLE DEBENTURE

        On December 4, 2001, Continental issued its 8% Series SPA Senior
        Subordinated Convertible Redeemable Debenture ("Debenture") in the
        amount of $1,000,000, due November 30, 2003, pursuant to a Securities
        Subscription Agreement that was assigned to and assumed by the Company.
        The Debenture was assigned to and assumed by the Company in the merger
        with Acquisition Corp. and Continental (see Note 1). Proceeds from the
        sale of $500,000 of this Debenture were $390,000. The resultant discount
        of $110,000 is being amortized as interest expense over the term of the
        Debenture.

        The Debenture is convertible into shares of the Company's common stock.
        The holder of this Debenture is entitled, at its option at any time, to
        convert all or any amount over $5,000 of the principal face amount of
        this Debenture into freely tradable shares of common stock of the
        Company without restrictive legend of any nature ("Common Stock"), at a
        conversion price ("Conversion Price") for each share of Common Stock
        calculated at certain prices in accordance with terms stipulated in the
        Debenture. At any time after 90 days of the date of this Debenture the
        Company shall have the option to pay to the holder 150% of the principal
        amount of the Debenture, in full, to the extent conversion has not
        occurred. During December 2001, $84,950 face amount of such Debenture
        has been converted into common stock.

5.      STOCKHOLDERS' EQUITY

        The Company is authorized to issue 5,000,000 shares of its $0.001 par
        value preferred stock. During December 2001, the Board of Directors of
        the Company approved an increase in the number of authorized shares of
        common stock, par value $.001 per share, whereby the number of
        authorized shares of the common stock was increased from 20,000,000 to
        500,000,000, par value $.001, (see Note 8).

        In October 2001, the Company effected a 1 for 10 reverse split of its
        common stock. The weighted average shares and earnings per share give
        retroactive effect to this transaction for all periods shown.

        On March 26, 2001, the Company completed an offering that was registered
        with the State of Nevada pursuant to NRS 90.490 and was exempt from
        federal registration pursuant to Regulation D, Rule 504 of the
        Securities Act of 1933, as amended. The Company sold 1,486,000 shares of
        its $0.001 par value common stock at a price of $0.10 per share for
        total cash of $148,600.


                                      F-9
<Page>

INTRAC, INC.
------------
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

6.      GOING CONCERN

        The accompanying financial statements have been prepared assuming that
        the Company will continue as a going concern which contemplates the
        recoverability of assets and the satisfaction of liabilities in the
        normal course of business. As noted above, the Company is in the
        development stage and, accordingly, has not yet generated revenues from
        operations. Since its inception, the Company has been engaged
        substantially in financing activities and developing its product line,
        incurring substantial costs and expenses. As a result, the Company
        incurred a net loss during the period ended December 31, 2001 of
        $2,818,583. In addition, the Company's development activities since
        inception have been financially sustained by capital contributions and
        issuance of the Debenture.

        The ability of the Company to continue as a going concern is dependent
        upon its ability to raise additional capital from the sale of common
        stock and, ultimately, the achievement of significant operating
        revenues. The accompanying financial statements do not include any
        adjustments that might be required should the Company be unable to
        recover the value of its assets or satisfy its liabilities.

7.      RELATED PARTY TRANSACTIONS

        The Company does not lease or rent any property. Office services are
        provided without charge by the Company's officers. Such costs are
        immaterial to the financial statements and, accordingly, have not been
        reflected therein.

        The Company paid Corporate Regulatory Services, a former shareholder of
        the Company, $34,235 in consulting fees during the year ended December
        31, 2001.

        The Company paid former shareholders of the Company, $25,500 in
        consulting fees during the year ended December 31, 2001.

8.      SUBSEQUENT EVENT

        On February 28, 2002, the Board of Directors of the Company approved an
        increase in the number of authorized shares of common stock, par value
        $.001 per share, whereby the number of authorized shares of the common
        stock was increased from 500,000,000 to 1,000,000,000 par value $.001.


                                      F-10
<Page>

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

        None.


                                    PART III


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

               1.     Management -

           Name                  Age           Position(s) with the Company
-----------------------------  -------     ------------------------------------
Isaac Nussen                     51      President and Director

George Weiss                     61      Secretary and Director

        The directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.

        The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis, but less than 10 hours per month. As
a result, the actual amount of time which they will devote to the Company's
affairs is unknown and is likely to vary substantially from month to month.

               2.     Directors and Officers of the Company -

        The following is a brief description of the business experience during
the past five years of each of the above-name persons:

     Isaac Nussen has served as president, CEO and director of Intrac, Inc.
since November 2001. He has served as President, CEO and Director of American
Jewelry Corp. since November 1998. Since 1993 he also served in the same
positions for Jarnow Corporation. Mr. Nussen served as an executive officer of
other jewelry manufacturing companies for over 25 years. Mr. Nussen currently
serves on the board of directors of American Jewelry Corp. and MTN Holdings,
Inc.

     George Weisz (a.k.a. Ghidale Weisz) has served as Secretary and director of
Intrac, Inc. since November 2001. He has served as Chief Operating Officer, Vice
President and Secretary of American Jewelry Corp. since November 1998. Since
1993 he also served in the same positions for Jarnow Corporation. Mr. Weisz
served as an executive officer of other jewelry manufacturing companies for over
25 years. Mr. Weisz currently serves on the board of directors of American
Jewelry Corp. and MTN Holdings, Inc.

                                       17

<Page>

ITEM 10.    EXECUTIVE COMPENSATION.

        No officer or director received any remuneration from the Company during
the fiscal year. Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the Company
other than reimbursement for out-of-pocket expenses incurred on behalf of the
Company. See "Certain Relationships and Related Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5% or more of
the outstanding Common Stock of the Company. Also included are the shares held
by all executive officers and directors as a group.

<Table>
<Caption>

                                          Number of Shares Owned
           Name and Address                    Beneficially            Percent of Class Owned
------------------------------------   -----------------------------  -------------------------
<S>        <C>                            <C>                          <C>

Isaac Nussen                                      332,500                         *
131 West 35th Street
New York, New York

George Weiss                                      332,500                         *
131 West 35th Street
New York, New York
</Table>

All directors and executive officers
(2 persons)

----------------------------------
(1)     The person listed is an officer, a director, or both, of the Company.

*       Less than one (1%) percent


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               1.     Indemnification of Officers and Directors

        The Nevada Statutes provide that the Company may indemnify its officers
and directors for costs and expenses incurred in connection with the defense of
actions, suits, or proceedings where the officer or director acted in good faith
and in a manner he reasonably believed to be in the Company's best interest and
is a party by reason of his status as an officer or director, absent a finding
of negligence or misconduct in the performance of duty.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions,

                                       18

<Page>

the Company has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in that Act and is, therefore, unenforceable.

               2.     Conflicts of Interest

        None of the officers of the Company will devote more than a portion of
his time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

        None of the Company's officers and/or directors receives any
compensation for their respective services rendered to the Company, nor have
they received such compensation until authorized by the Board of Directors,
which is not expected to occur until the Company has generated revenues from
operations after consummation of a merger or acquisition. As of the date of
filing this report, the Company has no funds available to pay officers or
directors. Further, none of the officers or directors is accruing any
compensation pursuant to any agreement with the Company. No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by the Company for the benefit of its employees.

        It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted Common Stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of filing this report, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.

        The Company has adopted a policy that its affiliates and management
shall not be issued further common shares of the Company, except in the event
discussed in the preceding paragraphs.


ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.

(a)     The Exhibits listed below are filed as part of this Annual Report.

         Exhibit No.                                   Document
       -------------------  ----------------------------------------------------
             3.1        Articles of Incorporation (incorporated by reference
                        from Registration Statement on Form 10-SB filed with the
                        Securities and Exchange Commission on March 19, 2001).

             3.2        Bylaws (incorporated by reference from Registration
                        Statement on Form 10-SB filed with the Securities and
                        Exchange Commission on March 19, 2001 ).

                                       19

<Page>

             10.1       Stock Purchase Agreement dated November 26, 2001 among

                        Joseph B. Trachtman, Intrac, Inc. and Continental
                        Acquisition, Inc. (incorporated by reference from
                        Current Report on Form 8-K filed with the Securities and
                        Exchange Commission on December 21, 2001.)

             10.2       Debentures dated December 4, 2001.

(b)     A report on Form 8-K was filed by the Company on December 21, 2001
        during the last quarter of its fiscal year ending December 31, 2001;
        reporting the acquisition of the majority interest and change of control
        of the Company.



ITEM 14.    SIGNATURES

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


                                                 INTRAC, INC.


                                                 By: /s/  Isaac Nussen
                                                     ---------------------------
                                                          Isaac Nussen
                                                          President and Director

Dated: May 1, 2002



In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


By:  /s/ Isaac Nussen
   ----------------------------------------
         Isaac Nussen                                Dated: May 1, 2002
         President and Director



By:  /s/ George Weiss
   ----------------------------------------
         George Weiss                                Dated: May 1, 2002
         Secretary


                                       20