UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.

For the fiscal year ended June 28, 1997 .


[ ] Transition  report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934. For the transition period from ______________ to _________________.

Commission file number 0-26618 .


                         MAKO MARINE INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)

           FLORIDA                                65-0501535
(State of other jurisdiction of                  (IRS Employer
incorporation or organization)                Identification No.)

                   4355 N.W. 128TH STREET MIAMI, FLORIDA 33054
                    (Address of principal executive offices)

                                (305) 685 - 6591
                           (Issuers telephone number)

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

                         Common Stock , $.01 par value

                    Redeemable Common Stock Purchase Warrants
                              (Title of each class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrants'  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 ]

Issuer's revenues for the most recent fiscal year $19,060,911.

As of September 24, 1997 the aggregate market value of the issuer's voting stock
held by  non-affiliates  of the issuer  (1,725,000  shares of common  stock) was
approximately $2,156,250.

As of  September  24,  1997,  the number of shares  outstanding  of the issuer's
common stock was 9,055,000.


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                         MAKO MARINE INTERNATIONAL, INC.

                   FISCAL YEAR 1997 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS


                                     PART I

                                                                         Page

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

Item 2.       Description of Properties....................................9

Item 3.       Legal Proceedings...........................................10

Item 4.       Submission of Matters to a Vote of  Security Holders........11

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder
                  Matters.................................................12

Item 6.       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.....................13

Item 7.       Financial Statements........................................18

Item 8.       Changes In and Disagreements With Accountants on
                  Accounting and Financial Disclosure.....................18

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control
                  Persons; Compliance With Section 16(a) of
                  the Exchange Act........................................18

Item 10.      Executive Compensation......................................20

Item 11.      Security Ownership of Certain Beneficial Owners and
                  Management..............................................21

Item 12.      Certain Relationships and Related Transactions..............23

Item 13.      Exhibits and Reports on Form 8-K............................24


                                        2

<PAGE>
                                     PART I

Item 1. DESCRIPTION OF BUSINESS

General

The Company designs, manufactures and sells offshore boats under the brand names
Mako and, since the Tracker  Transaction (see below),  Seacraft and Silver King.
Prior to the consummation of the Tracker  Transaction,  Mako's principal product
lines were center console, walkaround cabin and flats fishing boats, which range
from 16 to 33 feet in length,  ranging in retail price from $14,000 to $140,000.
Since the  consummation  of the Tracker  Transaction,  Mako's product lines have
been broadened to include  Seacraft brand boats,  which range from 21 to 25 feet
in length,  and in retail  price from  $25,000 to $72,000  and Silver King brand
boats,  which  range  from 16 to 18 feet in  length,  and in retail  price  from
$13,000 to $35,000. Sales are primarily concentrated on the eastern coast of the
United States, with particular emphasis on Florida. The balance of the Company's
sales are made in the gulf  coast,  great  lakes and west  coast  regions of the
United States and in foreign markets.

Development of Mako Marine International, Inc.

Mako Marine  International,  Inc.  ("Mako" or the "Company") was incorporated in
Florida in June 1994. Its principal  executive  offices are located at 4355 N.W.
128th Street, Miami, Florida 33054.

The Company commenced active operations in August 1994 when it acquired the boat
manufacturing  assets of Mako Marine,  Inc. ("Old Mako") from an affiliate.  Old
Mako began  producing  fiberglass  boats for  serious  sportsfishermen  in 1967.
However,  from 1989 until it ceased  operations  in 1994,  Old Mako  experienced
severe negative cash flows and  substantial  losses as a result of a significant
downturn in the motorized  pleasure  boat industry  shortly after it completed a
program of expansion.

In February 1994,  CreditAmerica Venture Capital, Inc. ("CAVC") was formed by an
investor  group,  headed by Douglas W. Baena, to facilitate the financing of Old
Mako's operations. Thereafter, CAVC acquired Old Mako's defaulted long-term debt
and, in an August 1994 foreclosure sale, acquired  substantially all of the boat
manufacturing  assets of Old Mako.  The Company then  purchased such assets from
CAVC.

During August 1995, the Company completed an initial public offering (the "IPO")
in which it issued and sold 1,725,000  units each consisting of one share of the
Company's  $.01 par value common stock (the "Common  Stock") and one  redeemable
Common  Stock  purchase  warrant  with an  exercise  price  of $4.00  per  share
("Warrant").  The Company  received net proceeds of  $5,307,423,  including  net
proceeds of $389,700 from the exercise of an over-allotment option.

The Company's initial strategy was to take advantage of what it perceived as the
early  stages of a recovery  within the boating  industry.  To  accomplish  this
objective  the Company,  through a new  management  team,  sought to improve its
relationship with dealers,  expand its dealer network,  and institute  operating
efficiencies in the manufacturing  process. The Company believes that initially,
it was successful in improving dealer relations and restoring dealer  confidence
in Mako  products;  however,  the Company has not  achieved  similar  success in
reducing  its   excessive   manufacturing   costs  and   selling,   general  and
administrative expenses have increased significantly.  Accordingly,  the Company
suffered  a net loss of  $4.04  and  $2.95  million  in  fiscal  1997 and  1996,
respectively.  See "Management's  Discussion and Analysis of Financial Condition
and Results of Operations," and "Financial Statements."


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<PAGE>
Tracker Transaction

On January  16,  1997,  the Company  sold to Tracker  Marine,  L.P.,  a Missouri
limited  partnership  ("Tracker")  6,400,000 newly issued shares of Common Stock
(the "Mako  Shares") for a purchase  price  consisting  of cash in the amount of
$4,140,000 and assets relating to the manufacture and  distribution of saltwater
boats (the "Tracker  Transaction").  The Mako Shares,  together  with  Tracker's
contemporaneous  purchase of 930,000 shares of Common Stock from CAVC (the "CAVC
Shares")  resulted in Tracker's  acquisition  of a total of 7,330,000  shares of
Common Stock, representing approximately 80.9% of the then outstanding shares of
Common Stock.

Mako Products

The Company's  product lines are  principally  center  console  models and, to a
lesser extent, walkaround cabin models. Its commercial division manufactures and
sells  various  patrol and other boats for  federal,  state and local as well as
foreign  governmental  use.  For the year ended June 28,  1997,  center  console
models accounted for approximately 81% of the units sold.

Center  Console.  The  Company's  center  console  series,  on  which  the  Mako
reputation among serious  sportfishermen  was built,  consists of models ranging
from  17  to  33  feet  in  length.  In  an  attempt  to  improve  manufacturing
efficiencies,  the Company has reduced the number of center  console models from
12 to seven.

Mako's  center  console  models have a  two-piece  hull,  featuring  an integral
stringer system and deck with built-in storage,  livewells and fishboxes,  which
provides a large cockpit area. The Mako center  console boats,  with their large
capacity fuel tank, allow anglers to reach remote fishing areas.

Walkaround Cabin. The Company recognizes that many consumers generally use their
boats for cruising,  diving and enjoying the water with family and friends.  For
these enthusiasts,  the Company  manufactures  walkaround cabin models,  ranging
from 22 to 29 feet in length,  each of which  provides 360 degree  access to the
boat,  the  comfort  of a cabin  area  and,  in most  models,  a  stand-up  head
compartment.  The comforts  offered by the  walkaround  cabin  models  include a
V-bunk,  galley,  a dinette  table and  storage  areas  which make  these  boats
suitable for overnight  trips.  In addition,  the walkaround  cabin models offer
cockpit  space  suitable  for  fishermen  and  divers.  In an attempt to improve
manufacturing  efficiencies,  the Company  has reduced the number of  walkaround
cabin models from four to three.

Professional  Flats  Boats.  Mako  professional  flats  boat  models  have  been
discontinued for fiscal 1998.

Commercial and Governmental Products

The Company has reinvigorated its Commercial  Products  Division,  which markets
Mako  patrol  and other  boats to  federal,  state and local as well as  foreign
governments  and commercial  entities.  In many cases,  the Company works with a
government  agency to  design a  customized  boat  suitable  to such  customer's
specific  needs.  During  fiscal year 1997,  the Company  continued its on-going
relationship  with a foreign  government  involving the  production  and sale of
patrol boats.

Seacraft Products

The Company currently manufactures three center console boats under the Seacraft
brand name, ranging in length from 21 to 25 feet. Seacraft brand boats are being
marketed as premier custom boats for serious sportfishermen.

                                        4

<PAGE>
Silver King Products

Silver  King's  flats boats  currently  consist of four  models  which offer the
protected shallow water angler a shallow draft fishing platform. Flats boats can
come equipped with poling  platforms that enable the users to maneuver the boats
in very shallow water.  To meet the angler's  needs,  these models offer stable,
soft,  dry riding  hulls with  built-in  livewells,  release  wells and  storage
compartments.

Marketing, Sales and Distribution

For the year ended June 28, 1997,  approximately 55% of the Company's sales were
made in Florida and 25% were distributed  geographically on the eastern seaboard
from Maine to Georgia.

Domestic sales of the Company's  boats are made through a network of independent
dealers  throughout  the United  States.  These dealers are not exclusive to the
Company  and carry the boats of other  companies,  including  some  which may be
competitive  with  the  Company's  products.   The  territories  served  by  any
particular  dealer  are  usually  exclusive  to that  dealer and in an effort to
protect the  interests  of existing  dealers,  the Company  uses  discretion  in
locating new dealers.  No single  domestic  dealer  accounted  for more than ten
percent of the  Company's  sales during  fiscal year 1997.  Management  does not
believe that the loss of any particular  dealer would have a materially  adverse
effect on the Company's business.

Most  boats are  pre-sold  to a dealer  before  entering  the  production  line.
Although a sales order can be canceled prior to the start of construction, it is
uncommon for a dealer to do so. The Company  generally  has been able to sell to
another  dealer  any boat for  which an order has been  canceled.  Historically,
cancellations have not had a material effect on the Company.

In  most  cases,  boats  are  sold  to  dealers  under  "floor  plan"  financing
arrangements  through  one  of  two  third-party  financing  companies,  or on a
cash-on-delivery  basis. The floor plan financing arrangements provide financing
to dealers to buy inventory at wholesale prices from the Company and resell such
inventory at retail prices.  Each floor plan  arrangement  allows the Company to
request the respective lender to finance the sale of inventory by the Company to
a dealer,  subject to the dealer having an approved credit line with the lender.
If the lender should foreclose on any inventory  because a dealer fails to repay
financing  provided by the lender,  the Company is obligated to repurchase  such
inventory  from the lender at a price  equal to the amount then due and owing on
the financing  instrument.  If the Company  accepts for return from a dealer any
inventory subject to a financing instrument,  whether or not any substitution is
made for such returned inventory,  the Company must reimburse the lender for the
original amount of the invoice on which financing was given. During fiscal years
1997 and 1996, returns were insignificant.

The marine  industry is highly  seasonal,  with retail  sales  strongest  in the
months of February  through  July.  The  Company's  business is also affected by
weather patterns.  Unseasonably cool weather and prolonged winter conditions may
lead to a shorter  selling season,  particularly  in the Northeast.  The Company
manages  the level and  timing of sales to  dealers  by the use of a variety  of
programs and incentives.

The Company's "Mako Partners Program"  supports the Company's  relationship with
its dealers.  Under the Program,  domestic dealers elect representatives to meet
with  the  Company's   management   and  staff  on  a  periodic   basis.   These
representatives  convey to the  Company  information  gathered  from the dealers
based on experience in their showrooms and contact with customers. New products,
improvements to existing products,  advertising  concepts and financing programs
which  respond to the needs of  dealers  and  consumers  are  identified  by the
representatives and discussed with the Company's management.

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<PAGE>
The Company believes that it must actively assist dealers in the growth of their
dealerships to further  solidify their  relationships.  The Company has training
programs both for company personnel and dealer sales  representatives to enhance
sales to customers.

Many Mako boat owners  belong to one of the  approximately  20 Mako boat owners'
clubs around the United  States and Europe.  Most clubs host  monthly  meetings,
invite speakers and educate  members on marine safety and other  boating-related
topics. Clubs also hold fishing  tournaments,  barbecues and weekend excursions.
The Company  maintains a consumer service  department to answer questions and to
advise consumers about the use of its products.  An independent company has been
retained  to conduct  customer  satisfaction  surveys  with  dealers  and retail
purchasers.

Advertising

Advertising  consists of space in printed media, such as boating magazines,  and
point-of-sale   product   literature,   as  well  as  annual   participation  in
approximately 20 large boat shows  nationwide.  The marketing of boats to retail
customers  is  the  direct  responsibility  of  the  dealer  whose  efforts  are
supplemented  by the  Company  through  advertising  in  boating  magazines  and
participation in regional,  national,  and international boat shows. The Company
promotes its boats not only for fishing, but for family recreational use capable
of a broad variety of uses.  Additionally,  the Company's  advertisements stress
the high resale value of its boats. In connection with the Tracker  Transaction,
the Company acquired the exclusive right for a period of five years to advertise
its saltwater  boat  products in a catalog  published by an affiliate of Tracker
aimed toward serious sportsfishermen.

Design, Engineering and Development

The Company's design,  engineering and development activities are conducted by a
small  experienced  staff and are closely linked to the process of marketing the
Company's  products.  Consistent  with the Company's  strategy,  during the 1997
fiscal year, the Company  improved  existing models in response to the perceived
needs and  demands  of  consumers,  as  ascertained  through  the Mako  Partners
Program.

Manufacturing

The manufacturing  process for the hulls, liners and decks consists primarily of
the "laying-up" by hand of resins and high quality fiberglass materials in molds
designed and in many cases constructed by the Company's  engineering and tooling
department.  Decks and  liners  are bonded to the hulls  using  bonding  agents,
screws,  and fiberglass to achieve  strong,  unified  construction.  The Company
manufactures some metal parts used in the construction of its boats. The Company
does not manufacture the engines used on its boats.

In connection with its  "Post-Acquisition  Analysis" (as  hereinafter  defined),
Tracker  concluded,  among other things,  that the Company's  principal facility
located in Miami, Florida (the "Principal  Facility") is inefficient in terms of
layout  and work  force  proficiency,  is  occupied  by the  Company at a rental
believed to be above market rates and will require  replacement  of  significant
amounts of obsolete  machinery and equipment.  Retooling in connection  with the
1998  model will also be  required  for the  Company  to be able to  effectively
compete  by  introducing  new boat  models  for the Miami and other  boat  shows
scheduled   during  the  first  quarter  of  calendar  1998.   Thus,  while  the
manufacturing  capacity at the Principal  Facility is sufficient to  accommodate
its current and anticipated  future needs, it is not believed that such capacity
can  be  achieved  under  current   conditions  in  an  efficient  manner.   See
"Management's  Discussion  and Analysis of Financial  Conditions  and Results of
Operations - Overview" and "Liquidity and Capital Resources."

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<PAGE>
Recreational  power  boats must be  certified  by the  manufacturer  to meet the
United  States Coast Guard  specifications.  In  addition,  safety is subject to
federal  regulation  under the Boat  Safety Act of 1971,  as amended  (the "Boat
Safety  Act"),  pursuant to which boat  manufacturers  may be required to recall
products for replacement of parts or components that have  demonstrated  defects
affecting  safety.  The Company has never had to conduct a product  recall under
the Boat Safety Act.  The Company  also  requires its boats to meet the industry
standard  set by the National  Marine  Manufacturers  Association  Certification
Program, which is broader than the United States Coast Guard specifications.

Product Warranty and Product Liability

The Company  warrants its products  against  defects in material and workmanship
for periods of one to twelve years. Pursuant to the warranties such products can
be  returned  to the  Company,  its dealers or  authorized  service  centers for
repair. Engines included on the boats are warranted by the engine manufacturer.

While the Company endeavors to sell safe products,  the possibility  exists that
someone may claim personal injury or environmental  damage resulting from use of
products  purchased from the Company.  Product  liability  awards have not had a
material  impact on the Company and to the  Company's  knowledge  did not have a
material impact on Old Mako.  While the Company  maintains  third-party  product
liability insurance which it believes to be adequate,  there can be no assurance
that the Company will not  experience  legal  claims in excess of its  insurance
coverage  or  claims  which  are  ultimately  not  covered  by  such  insurance.
Furthermore,  if any  significant  claims are brought  against the Company,  the
Company's   business  might  be  adversely  affected  by  the  related  negative
publicity.

Suppliers

The Company  uses a variety of raw  materials in the  manufacture  of its boats.
Resin,  fiberglass,  foam and gelcoat  are  available  from a limited  number of
suppliers at  competitive  prices.  Certain of the  Company's  raw materials are
purchased from single  suppliers,  but such materials are readily available from
other suppliers at competitive prices.

The  Company  entered  into an  agreement  with the Mercury  Marine  Division of
Brunswick  Corporation  ("Brunswick")  under which the  Company was  required to
purchase a substantial portion of its marine engine requirements.  The agreement
was amended as of January 16, 1997 to provide for a revised  pricing formula for
the engines  purchased  by the Company  thereunder  and the  elimination  of any
minimum  purchase  requirements.  The revised  pricing  formula will result in a
lower cost to the  Company  for its  acquisition  of  engines,  which is a major
component of the  Company's  products.  The  agreement,  as amended,  expires on
December  31, 2008.  At June 28, 1997,  the Company was indebted to Brunswick in
the amount of approximately $653,000, which debt is collateralized by a security
interest  in  certain  of the  Company's  patents  and  trademarks.  The loan is
repayable, in part, from rebates on the purchase of engines under the agreement.
The  agreement  also  provides to Brunswick a right of first offer in connection
with the proposed sale of substantially  all of the Company's assets or the sale
of 50% or more of any class of voting  securities to a person or entity  engaged
in the marine  industry,  which first  offer was  declined  with  respect to the
Tracker Transaction.

Competition

The  segment of the marine  industry  in which the  Company  operates  is highly
competitive.  Competition  is based on product  quality,  innovation,  price and
customer  service.  The Company's  competitors  vary  according to product line.
Among the Company's competitors are several major manufacturers of boats

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for  fishing  and family  use.  These  competitors  are  well-established,  have
reputations  for  success in the  development  and sales of  products,  and have
significantly greater financial,  marketing,  distribution,  personnel and other
resources than the Company.  In view of the current  financial  condition of the
Company and the inefficiencies associated with its manufacturing facility, it is
not likely  that the  Company  will be able to compete  successfully  unless the
Company  is able to  obtain  significant  capital  funding.  Manufacturers  that
compete  directly with the Company's Mako and Seacraft  brand  products  include
Pursuit,  Grady White,  Boston Whaler (owned by Brunswick),  Contender,  Proline
(owned by  American  Marine  Holdings),  Hydrasport  (owned by OMC),  Regulator,
Angler and Dusky.  Manufacturers  that compete with Company's  Silver King brand
products include Maverick, Hewes and Action Craft.

Patents

The Company  believes  that its patents and the Mako,  Silver King and  Seacraft
trademarks are valuable assets, as they are identified with and are important to
the sale of its  products.  The Company's  trademarks  are  registered  with the
United States Patent and Trademark office and in a number of foreign  countries.
Substantially all of the Company's assets, including its patents and trademarks,
are pledged to secure indebtedness.  If the Company defaults on its indebtedness
and one or more of the Company's  creditors foreclose upon its security interest
in the Company's  assets,  in particular its patents and  trademarks,  such loss
would  have a  material  and  adverse  effect  on  the  Company's  business  and
operations.

Environmental

The Company's  operations are subject to numerous federal,  state and local laws
and  regulations  relating  to the  environment  and  health,  safety  and other
regulatory matters. Certain materials used in boat manufacturing,  such as resin
and various cleaning  solvents,  are classified by federal and state governments
as "hazardous  material." Control of these substances is regulated by the United
States  Environmental  Protection  Agency  (the  "EPA") and state  environmental
protection  agencies  which  require  reports and inspect  facilities to monitor
compliance. In addition, under "CERCLA" any generator of hazardous waste sent to
a hazardous  waste  disposal site is potentially  responsible  for the clean up,
remediation  and response costs required at such site in the event that the site
is not properly  closed by the owner or operator,  irrespective of the amount of
waste sent to the site.  The Company  believes that it has obtained all material
permits and that its facilities  and  operations  are in substantial  compliance
with all material applicable  environmental laws and regulations.  Nevertheless,
future events,  such as changes in or modified  interpretations of existing laws
or regulations or  enforcement  policies may give rise to additional  compliance
costs that could have a material adverse effect on the Company.

Pursuant to the 1990  Amendments to the Clean Air Act, the EPA has been studying
the impact of marine engines on the environment. The Company anticipates that by
1998 the EPA will adopt regulations establishing air emissions standards for new
marine engines. To the extent that such regulations,  when finally adopted, make
it more  costly  to  acquire  a marine  vessel  equipped  with an  engine,  such
regulations could have a material adverse effect on the Company's business.

In connection  with its due diligence  review  conducted in connection  with the
Tracker  Transaction,  certain  potential  environmental  issues  related to the
property  upon which the  Principal  Facility is located (the  "Property")  were
discovered and  additional  testing and analysis was undertaken to determine the
extent of such contamination and whether or not such  contamination  arises from
on-site or off-site  sources.  By amendatory  letter agreement dated January 16,
1997 among the  Company,  CAVC and Tracker,  the parties  agreed that CAVC would
deposit in escrow the sum of $1,310,000 to secure CAVC's obligations

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<PAGE>
with respect to any cleanup and other remedial costs and expenses resulting from
those  environmental  issues  ("Remedial  Costs").   Under  the  terms  of  such
amendatory letter agreement,  the Company is obligated to pay the first $100,000
of Remedial Costs. Thereafter,  such costs are paid in consecutive increments of
$200,000 and $50,000 by CAVC and the Company,  respectively,  until the Remedial
Costs reach $1,710,000. As a result of the foregoing, the Company is responsible
for payments of up to $400,000 with respect to the first  $1,710,000 of Remedial
Costs, and for such amounts, if any, in excess of $1,710,000. Additional reports
received  from the  environmental  engineers  during the third quarter of fiscal
year 1997 appear to confirm management's previously disclosed preliminary belief
that a majority  of the  potential  contamination  on, in or under the  Property
comes from off-site sources, and that the Company will not incur material losses
as a result of its  limited  obligation  with  respect  to the  Remedial  Costs.
Discussions  have  been  held  with  the  Florida  Department  of  Environmental
Resources and Management  ("DERM") to determine what, if any, remedial action is
appropriate.  Representatives of DERM have informally  indicated that based upon
the facts presented to them, DERM does not intend to require any remedial action
on the part of the Company.  Based primarily upon this indication from DERM, the
Company has released from escrow the sum of $1,000,000.

Employees

The Company has engaged Vincam Human Resources, Inc. ("Vincam") to provide human
resource management services. Vincam employs approximately 200 full-time workers
at the Company's  manufacturing  facility,  and is responsible for providing all
employee  benefits,  including  workers  compensation  insurance  coverage,  and
certain other services.  The Company's contract with Vincam is for a term of one
year,  and is  automatically  renewed unless  terminated  pursuant to its terms,
however, such contract may be terminated at any time upon 30 days written notice
by the Company and under certain other circumstances.  The Company believes that
a termination of this contract  would not have a material  adverse effect on the
Company.

Item 2. PROPERTY

The Company's 10 acre,  220,000 square foot  manufacturing  facility  located in
Miami, Florida is leased under a triple net lease (the "Lease") which expires on
July 31, 2001, from Robert  Schwebke,  the founder of Old Mako. The Company pays
an annual  aggregate  base rental of $542,400 and real estate  taxes  associated
with the  property.  The Lease also grants the Company  two  seven-year  renewal
options.  Based  primarily on the due diligence  review  performed by Tracker in
connection with the Tracker  Transaction,  the Company  believes that the rental
payable under the Lease is above current  prevailing market rates.  Accordingly,
on January 16,  1997,  the Company  entered  into an  amendment  of the Lease to
provide for (i) an option on the part of the Company to  terminate  the Lease on
January 16, 1999 upon the giving of  appropriate  notice of the exercise of such
option and the payment of a lease termination fee in the amount of $330,000, and
(ii) a one-year  option on the part of the Company to purchase the property at a
purchase  price of $5.0  million.  The  Lease  is  subordinate  to two  separate
mortgages in the aggregate amount of approximately $1.6 million. Payments by the
Company under the Lease approximate  payments required for debt service and real
estate taxes.  Both before and after the  acquisition of the assets of Old Mako,
there have been, and continue to be, defaults  relating  primarily to payment of
real estate  taxes under the  mortgages.  The holder of the first  mortgage  had
agreed to forbear from  exercising its remedies  (including  foreclosure)  until
February,  1997, which  forbearance has not been  reinstated.  The holder of the
second  mortgage for which the last payment is owed in June 2000, has not waived
past defaults consisting  primarily of the failure to pay Old Mako's real estate
taxes.  The Company  believes  that (i) it is not likely  that  either  mortgage
holder would institute foreclosure  proceedings on the Principal Facility unless
additional  defaults  by the  landlord  should  occur and,  (ii) if  foreclosure
proceedings  were  commenced,  the Company  could either  acquire the  Principal

                                        9

<PAGE>
Facility or find suitable alternative premises to house its facility on terms at
least as  favorable  as those  contained  in the Lease.  However,  an  unplanned
relocation to new premises caused by foreclosure  proceedings would likely cause
significant production delays at a substantial expense.

As part of the consideration to Mako in connection with the Tracker Transaction,
Tracker  assigned to the Company its ground  lease of real  property  located in
Punta Gorda,  Florida  together with its boat  manufacturing  facility  situated
thereon (the "Punta  Gorda  Facility").  Such ground lease  provides for monthly
rental  payments  of  $2,675.  Because of its  physical  size,  the Punta  Gorda
Facility is not suitable to serve as the principal manufacturing facility of the
Company. While its role was initially thought to be that of a backup facility to
handle  special or overflow  situations,  the Company has determined the cost of
maintaining  the Punta Gorda  Facility is not warranted in light of such limited
use. Accordingly,  all of the machinery and other assets formerly located at the
Punta  Gorda  Facility  have  been  moved  to the  Principal  Facility,  and the
Company's  interest in the Punta Gorda  Facility is currently  being offered for
sale to third  parties.  The Company does not expect to incur a material loss in
connection with the sale of its Punta Gorda Facility.

Item 3. LEGAL PROCEEDINGS

The Company  has been named as a defendant  in several  lawsuits  involving  the
operations of Old Mako. On or about  September 14, 1994, an action was commenced
in St. Lucie County,  Florida seeking recovery of $209,541.31 for legal services
performed on behalf of Old Mako plus costs and prejudgment interest. The amended
complaint  initially served on the Company seeks the successor  liability of the
Company for the debt and an avoidance of the transfer of assets from Old Mako to
the Company, alleging an assumption of the debts of Old Mako by Company due to a
mere  continuation  of Old  Mako or by a de  facto  merger  and  the  fraudulent
transfer of assets of Old Mako to the Company.  A second amended complaint filed
on or about  October 30, 1996 and a third  amended  complaint  filed on or about
April  17,  1997  restate  essentially  the same  claims  against  the  Company.
Litigation is in the discovery stage.

On or about  December 8, 1994, an action was  commenced in Dade County,  Florida
seeking  recovery  of the  sum of  $166,603.63  plus  interest  and  costs.  The
complaint  alleged  that the  Company  wrongfully  and  intentionally  exercised
dominion and control, and diverted to its own use, the raw materials sold to Old
Mako and subject to plaintiff's security interest. The Company filed a motion to
dismiss the complaint, and the complaint was dismissed. An amended complaint was
filed and the Company has filed a motion to dismiss the amended  complaint.  The
amended complaint alleges essentially the same claims against the Company as the
original  complaint.  The Court has not yet ruled on the motion to dismiss which
has been pending since July 1995. Litigation is in the discovery stage.

On or about August 2, 1995,  an amended  impleader  complaint  was filed in Dade
County,  Florida seeking an aggregated recovery of foreign judgments "in excess"
of  $400,000,  attorney  fees and  costs  ("First  Suit").  At the same  time an
independent  action  was also filed in Dade  County,  Florida  with a  virtually
identical  complaint ("Second Suit"). It is expected that these lawsuits will be
consolidated or the Second Suit dismissed. Both the First Suit complaint and the
Second Suit complaint  allege that the manner in which the Company  acquired the
assets of Old Mako resulted in a de facto merger or in a fraudulent  transfer by
Old Mako. The plaintiffs  alternatively seek to avoid the transfer of the assets
of Old Mako to the  Company or the  successor  liability  of the Company for the
plaintiffs'  foreign  judgments against Old Mako. The Company has filed a motion
for  summary  judgment  in the  First  Suit  asserting  that no de facto  merger
occurred  and that the assets were  rightfully  transferred.  The Court  entered
summary  judgment in favor of the Company  with  respect to the de facto  merger
liability claim, and deferred ruling upon the fraudulent transfer claims until a
future  hearing.  Litigation  is in the  discovery  stage.  There  has  been  no
significant activity regarding this matter since September 1996.

                                       10

<PAGE>
In June 1996,  the Company was named as a defendant in a suit  alleging that the
Company breached a sales representation agreement between the plaintiffs and Old
Mako which was  expressly or impliedly  assumed by the  Company.  The  complaint
seeks relief of  $501,800.  The Company  filed a motion for summary  judgment in
April  1997,  which was denied by the Court in July 1997.  Litigation  is in the
discovery stage.

In July 1996, an action was commenced in Palm Beach County,  Florida against the
Company seeking an unspecified amount in damages. The plaintiff alleges that the
Company  breached  the 1996 model year dealer  agreement by  appointing  another
dealer within its  territory,  the  appointment of a new dealer in its territory
tortiously  interfered with its business relationship with its customers and the
new dealer and the Company  conspired to tortiously  interfere with its business
relationship  with its  customers  and to unfairly  compete.  In  addition,  the
plaintiff seeks declaratory judgment that the Florida Deceptive and Unfair Trade
Practices Act was violated by the  appointment of a new dealer in its territory.
A first amended complaint filed in September 1996 restates  essentially the same
allegations. Litigation is in the discovery stage.

The  Company  has denied  liability  in all of the  aforementioned  actions  and
believes that they are defensible.  CAVC has agreed to indemnify the Company for
any losses and expenses in excess of $150,000  arising out of claims against the
Company for liabilities of Old Mako that were not assumed in August 1994, except
legal fees and expenses  incurred in the  lawsuits  described in items the first
two paragraphs of this Section. CAVC acknowledges that the lawsuits described in
the first three paragraphs of this section are within the scope of the indemnity
and the  Company  has no  reason to  believe  that  CAVC  will not  fulfill  its
obligations  under such  indemnity.  While there can be no  assurance  as to the
ultimate  outcome of these actions,  the Company believes that such actions will
not have a  material  adverse  effect on the  Company's  financial  position  or
operations.

Additionally, in August, 1997, a purported class action lawsuit was commenced in
the United  States  District  Court,  Southern  District of Florida  against the
Company  and other  defendants  seeking an  injunction  to prevent the merger of
TRACKAQ,  Inc. ("Merging Company"),  a wholly-owned  subsidiary of Tracker, with
and into the Company  pursuant to a Plan of Merger  under  which  Tracker  would
acquire  for cash  the  entire  equity  interest  of the  Company  (the  "Merger
Transaction").   Alternatively,  the  plaintiff  seeks  to  rescind  the  Merger
Transaction if  consummated or an accounting and damages due to the  consummated
Merger  Transaction.  The plaintiff class generally  alleges that the defendants
have violated fiduciary  obligations owed to the plaintiff class in pursuing the
Merger  Transaction.  Service of summons and  complaint is in process.  Tracker,
Merging  Company and the Company  believe that this action is without  merit and
have filed a motion to dismiss the action for,  among other things,  plaintiff's
failure to state a cause of action.


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

There were no matters  submitted to a vote of security holders during the fourth
quarter of 1997.

                                       11

<PAGE>
                                    PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Until January 2, 1997,  the Company's  Common Stock and Warrants were quoted and
traded on the NASDAQ  SmallCap  Market  under the  symbols  "MAKO" and  "MAKOW",
respectively. Since January 2, 1997 the Company's Common Stock and Warrants have
been traded on the NASDAQ  Bulletin  Board.  The following  table sets forth the
high and low closing sale prices for the Company's Common Stock and Warrants for
each of the four quarters of the fiscal years 1996 and 1997:

Fiscal Year 1996                                      High              Low

     Common Stock
           First Quarter.............................$4.500            $4.000
           Second Quarter............................ 4.500             3.125
           Third Quarter............................. 4.375             3.000
           Fourth Quarter............................ 5.000             3.625

     Warrants
           First Quarter.............................$1.375            $0.750
           Second Quarter............................ 1.125             0.625
           Third Quarter............................. 1.188             0.625
           Fourth Quarter............................ 1.125             0.625

Fiscal Year 1997                                      High              Low

     Common Stock
           First Quarter.............................$ 4.625           $ 2.375
           Second Quarter............................  3.750             2.375
           Third Quarter.............................  3.250             1.375
           Fourth Quarter............................  2.225             1.500

     Warrants
           First Quarter.............................$ 1.188           $ 0.500
           Second Quarter............................  1.266             0.625
           Third Quarter.............................  1.013             0.375
           Fourth Quarter............................  0.438             0.250

These quotations reflect  interdealer prices without retail markup,  markdown or
commission and may not necessarily represent actual transactions.

As of the close of business on September 24, 1997,  there were  approximately 40
registered  holders of record of the Company's  Common Stock,  and 22 holders of
record of the Warrants.

The Company has not declared a cash  dividend on its Common Stock  subsequent to
the IPO. In view of its  financial  condition,  the Company does not  anticipate
that any  dividends  will be  declared  on its Common  Stock in the  foreseeable
future.  See  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations." The timing,  amount and form of dividends,  if any, will
depend,  among other things, on the Company's  results of operations,  financial
condition,  cash  requirements and other factors deemed relevant by the Board of
Directors.

                                       12

<PAGE>
Item 6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

Overview

On January 16,  1997,  the Company sold to Tracker  6,400,000  newly issued Mako
Shares for a purchase  price  consisting of cash in the amount of $4,140,000 and
assets  relating to the  manufacture  of saltwater  boats,  including  Tracker's
manufacturing  facility  located in Punta Gorda,  Florida,  its  "Seacraft"  and
"Silver King" brands of saltwater  fishing boats and the exclusive  right over a
five-year  period to advertise at preferred  rates the Company's  saltwater boat
products in a catalog  published by an  affiliate  of Tracker  that  distributes
annually more than 40 million catalogs worldwide. The Mako Shares, together with
Tracker's  contemporaneous  purchase  of 930,000  shares  from CAVC  resulted in
Tracker's   acquisition  of  a  total  of  7,330,000  shares  of  Common  Stock,
representing  approximately 80.9% of the then (and currently) outstanding shares
of Common Stock.

For tax and business reasons,  Tracker required, as a condition of effecting the
Tracker Transaction, that it acquire not less than an 80% equity interest in the
Company and that Tracker have the ability to retain such equity  interest to the
extent its percentage  equity interest in the Company was reduced as a result of
the  issuance  of  shares  pursuant  to the  publicly-traded  Warrants  or other
warrants or options to acquire shares of Common Stock which were  outstanding on
the closing date (collectively,  the "Derivative Securities").  Accordingly, the
agreement providing for the Tracker Transaction (the "Stock Purchase Agreement")
provides,  among other things,  that in addition to the Mako Shares  acquired by
Tracker pursuant to the Stock Purchase Agreement, during the period beginning on
the Closing Date  (January 16, 1997) and ending 90 business  days  following the
exercise,  redemption or  expiration of the Warrants,  the Company will issue to
Tracker (i) 1,800,000  shares,  if the market price of the Common Stock is $5.00
or more during a period of ten  consecutive  trading  days,  (ii) an  additional
1,800,000  shares, if the price of the Mako Common Stock is $6.00 or more during
a period of ten  consecutive  trading days,  and (iii) an  additional  3,629,000
shares, if the market price of the Common Stock is $7.00 or more during a period
of ten  consecutive  trading days. The expiration date of the Warrants is August
23, 2000. The Stock Purchase  Agreement also provides  Tracker with an option to
acquire  additional  shares of Common  Stock at $1.50 per  share.  The option is
designed to permit  Tracker to  maintain  an 80%  interest in the Company to the
extent  that  Derivative  Securities  are  exercised  in the  future.  There are
currently  outstanding  Derivative  Securities to purchase  3,622,900  shares of
Common Stock, which expire at varying dates through 2001.

Because of the  magnitude  of the loss  sustained by the Company for the quarter
ended March 29, 1997 and the impact of such loss on the Company's cash position,
Tracker began a review and analysis of the  Company's  business  operations  and
prospects  for fiscal  years  1998,  1999 and  beyond  (the  "Post-  Acquisition
Analysis").  Based upon this Post-Acquisition  Analysis,  Tracker concluded that
significant  additional funding of the Company's operations would be required in
order for the Company to achieve  reasonable  levels of  profitability  within a
three to five year time frame.  With the  assistance  of its financial and legal
advisors,  Tracker concluded that the Merger Transaction,  whereby Tracker would
acquire the entire equity interest of the Company for a fair cash  consideration
to the  holders  of the  Company's  Common  Stock  (other  than  Tracker  or its
affiliates),   Warrants  and  other  Derivative  Securities  (collectively,  the
"Publicly-Held Securities"),  was in the best interest of the Company and all of
the  shareholders of the Company.  The proposed Merger  Transaction was publicly
announced on August 8, 1997 and a Schedule 13E-3 relating to the proposed Merger
Transaction  was filed with the Securities  Exchange  Commission on September 8,
1997.


                                       13

<PAGE>
The  proposed  Merger  Transaction  will  become  effective  upon the  filing of
Articles of Merger with the Florida  Department  of State,  which is expected to
occur  approximately  (but not less than) 30 days  following  the mailing of the
Transaction Statement to the holders of the Publicly-Held Securities, subject to
the  outcome of certain  recently  commenced  litigation  seeking,  among  other
things,  to enjoin the  consummation of the proposed Merger  Transaction.   Upon
consummation of the proposed Merger Transaction, Mako will become a wholly-owned
subsidiary of Tracker.

On August 12,  1997,  Richard  Bogen,  on behalf of himself and  purportedly  on
behalf of all other  shareholders  of the Company as of August 12,  1997,  filed
suit in the United States District Court, Southern District of Florida,  against
Tracker,  Merging Company (a  wholly-owned  subsidiary of Tracker formed for the
purpose of effecting the proposed Merger  Transaction),  the Company and each of
the  directors  of the  Company  seeking,  among  other  things,  to enjoin  the
consummation  of the proposed  Merger  Transaction  and to obtain money damages.
Although still in the early stages of litigation,  the Company believes the suit
to be without merit and, together with Tracker and Merging Company,  has filed a
motion to dismiss this lawsuit.

The Company continued to incur  substantial  losses and to operate on a negative
cash flow basis  during  the  months of July and  August,  1997.  Moreover,  the
Company  believes  that it will  continue  to  generate  a  negative  cash  flow
throughout fiscal 1998 and it is expected that substantial  infusions of working
capital will be required  during fiscal 1998.  In view of its current  financial
condition,  the Company  believes  that it is unlikely  that the Company will be
able to obtain such working  capital from  traditional  third party  sources and
that the  logical  and  perhaps  only  source of such  funding  will be Tracker.
However,  Tracker has  indicated  to the Company and has stated in the  Schedule
13E-3  referred to above that it currently  has no  intention of providing  such
funding  so  long  as  there  remained  outstanding  any  of  the  Publicly-Held
Securities.

The report of the  Company's  independent  auditors on the  Company's  financial
statements  for fiscal 1997 contains an  explanatory  paragraph  expressing  the
substantial  concern of such auditors about the Company's ability to continue as
a going concern.

If the  Company  is unable  to obtain  additional  funding  for its  operations,
substantial  curtailment  or suspension  of certain of the Company's  operations
will be required.  The Company believes that such curtailment  and/or suspension
would have a material  impact  upon the ability of the Company to compete in the
marketplace,  thereby negatively and materially  impacting its current low sales
levels.  In such event,  it is likely that the Company  would  continue to incur
losses and  generate  negative  cash flow from  operations  for the  foreseeable
future,  and as a result thereof,  the Company's  ability to continue as a going
concern would be in doubt.


                                       14

<PAGE>
Results of Operations

The following  table is included  solely for use in comparative  analysis of the
results of operations and to facilitate Management's Discussion and Analysis.
See Note 3 to Notes to Financial Statements.
<TABLE>
<CAPTION>

                                                  Old Basis                    New Basis              Combined
                                             January 30, 1996 to           January 17, 1997          Year Ended
                                              January 16, 1997             to June 28, 1997         June 28, 1997

<S>                                                <C>                     <C>                   <C>         
Net Sales                                          $ 9,767,501             $ 9,293,410           $ 19,060,911

Cost of Sales                                        9,121,285               8,623,935             17,745,220
                                                   -----------             -----------            -----------

        Gross Profit                                   646,216                 669,475              1,315,691

Selling, General and
  Administrative Expenses                            2,882,054               2,104,123              4,986,177
                                                   -----------             -----------            -----------

        Loss from Operations:                      (2,235,838)             (1,434,648)            (3,670,486)
                                                   -----------             -----------            -----------

Other Income (Expense):
  Interest Income                                            -                  51,791                 51,791
  Interest Expense                                   (205,427)               (107,846)              (313,273)
  Other, net                                          (91,165)                (14,867)              (106,032)
                                                    ----------             -----------            -----------
        Total Other Income (Expense)                 (296,592)                (70,922)              (367,514)
                                                    ----------             -----------            -----------

        Net Loss                                 $ (2,532,430)           $ (1,505,570)          $ (4,038,000)
                                                 =============           =============          =============
</TABLE>

Year ended June 28, 1997 compared with the year ended June 29, 1996

Net Sales

Net sales were $19,060,911 and $19,141,970 for fiscal years ended 1997 and 1996,
respectively,  representing  a slight  decrease  of $81,059  or .4%.  This sales
decrease is  attributable  to (i)  industry  wide slower  retail  sales and (ii)
manufacturing  delays in producing two new models early in the fiscal year (a 25
foot center console which replaced an older model and a 33 foot center  console)
offset by the additional $727,939 sales of Seacraft and Silver King brand boats.
Sales discounts and allowances have been reclassified from selling,  general and
administrative  expenses  to net sales (the  "Reclassification").  Net sales are
reported net of sales discounts and allowances.  Accordingly, net sales reported
for fiscal  1997 and 1996 do not  include  sales  discounts  and  allowances  of
$1,047,173 and $721,361, respectively.

Cost of Products Sold and Gross Profit

Gross  profit was  $1,315,691  (6.9% of net sales) and  $1,324,303  (6.9% of net
sales) for the fiscal years 1997 and 1996,  respectively,  representing a slight
increase of $8,612 or $.7%.  The Company's  inadequate  gross profit margin is a
result of  excessive  costs of products  sold in relation to net sales.  Cost of
products sold,  which were $17,745,220 in fiscal 1997 as compared to $17,817,667
in fiscal 1996,  continued to be abnormally  high.  The Company's  manufacturing

                                       15

<PAGE>
cost  structure is comprised of  relatively  high fixed costs as a result of Old
Mako's  1989  expansion  of its  manufacturing  capacity.  The most  significant
components of the Company's embedded fixed costs include depreciation expense of
molds and equipment, rent, real estate taxes, property insurance and maintenance
expense.  Production was not sufficient to fully absorb these fixed costs. Labor
inefficiencies  (due in part to the  unavailability  of certain  components  and
parts  during the winter  months)  continue  to have an adverse  effect on gross
margin.  Also, the Company  experienced  inefficiencies from the start-up of the
Seacraft and Silver King lines.

Included in the cost of goods sold for fiscal 1997 was the effect of the reduced
engine  costs of  approximately  $270,000  as a result  of an  amendment  to the
Company's Engine Supply Contract with its principal supplier of outboard engines
to provide for, among other things, a revised pricing formula.

Selling, General and Administrative Expenses

Selling,  general and administrative  expenses for the year ended June 28, 1997,
increased   $1,122,835  (or  29.1%)  to  $4,986,177   from  $3,863,342  for  the
corresponding  period of the prior year, which amounts include the effect of the
Reclassification.  The  increase  is a  result  of:  (i)  increased  advertising
expenditures  of $290,000  (due in part to Seacraft and Silver King) in the year
ended  June 28,  1997  compared  to the year ended June 29,  1996;  (ii)  higher
selling  and   administrative   salaries   of   approximately   $60,000;   (iii)
approximately  $285,000 in increased warranty costs and reserve;  (iv) increased
professional fees amounting to approximately  $235,000 primarily associated with
the  Tracker  Transaction;  (v)  amortization  of goodwill  associated  with the
Tracker Transaction  amounting to approximately $70,000 (vi) increased charge to
allowance for bad debts and returns of approximately $75,000 and (vii) increases
in  miscellaneous  costs of  approximately  $110,000.  The  amount  of  goodwill
amortization  for  fiscal  1997  is  based  upon  management's  estimate  of the
recoverability  of the carrying  value of the goodwill  based upon  management's
projection  of  results of  operations  and cash flow on a going  concern  basis
assuming the proposed Merger Transaction will be completed and that Tracker will
provide  the  funding  required  for the  Company's  operations.  As required by
generally  accepted  accounting  principles,  the  Company  will  continue  such
evaluation on a periodic basis. If the Company shall determine that no source of
funding is available  or that the Company will not  otherwise be able to recover
the carrying value of the goodwill,  an impairment loss, which could be equal to
all or  substantially  all of the then current  carrying  value of the goodwill,
would be recognized in that period. See Note 1 to Notes to Financial Statements.

Other Income and Expenses

Other net expenses  decreased to $106,032 for the fiscal year 1997 from $173,057
for the fiscal year 1996.  Other expenses  incurred during fiscal 1997 consisted
primarily of a $100,000 charge to environmental  expenses related to the testing
and  analysis   performed  by  the  Company  in  connection   with  the  Tracker
Transaction.   Other  expenses  for  fiscal  1996  consisted  primarily  of  the
amortization of $165,054 of certain bridge loan costs.

Income Taxes

At  June  28,  1997,  the  Company  had a net  operating  loss  carryforward  of
approximately  $9,530,000 to offset future taxable income.  Due to the ownership
changes  resulting from the IPO and the Tracker  Transaction,  the amount of net
operating loss  carryforwards  which may be utilized in any one year, is limited
to approximately $800,000.


                                       16

<PAGE>
Liquidity and Capital Resources

The following  table is included  solely for use in comparative  analysis of the
liquidity and capital  resources and to facilitate  Management's  Discussion and
Analysis.  See Note 3 to Notes to Financial Statements.
<TABLE>
<CAPTION>

                                                         Old Basis               New Basis            Combined
                                                    January 30, 1996 to      January 17, 1997        Year Ended
                                                     January 16, 1997        to June 28, 1997       June 28, 1997
<S>                                                     <C>                     <C>                 <C>
Operating Activities
  Net Loss                                              $ (2,532,430)           $ (1,505,570)       $ (4,038,000)
  Adjustments to reconcile net loss to
    net cash used in operating activities
        Depreciation                                          382,613                 413,278             795,891
        Amortization of excess of cost over
          value of net assets acquired                             --                  69,589              69,589
        Provision for doubtful accounts                        61,000                  52,000             113,000
        Compensation cost - stock options
          granted                                                  --                  63,600              63,600
        Changes in operating assets and liabilities:
          Decrease (increase) in accounts
            receivable                                      1,019,918               (772,198)             247,720
          Decrease (increase) in
            inventories                                       142,355               (748,237)           (605,882)
          Decrease (increase) in prepaids
            and other assets                                (196,632)                  62,434           (134,198)
          Increase in accounts payable,
            accrued expenses and accrued
            interest payable                                1,043,702                 179,167           1,222,869
                                                           ----------              ----------           ---------
               Net cash used in
                  operating activities                       (79,474)             (2,185,937)         (2,265,411)
                                                           ----------            ------------         -----------

Investing Activities:
        Purchase of property and equipment                  (125,809)                (80,674)           (206,483)
                                                            ---------              ----------         -----------

Financing Activities:
        Proceeds from borrowings                                   --                      --
        Principal payments on debt and
          indemnities                                       (320,098)               (160,200)           (480,298)
        Issuance of common stock                                   --               4,140,000           4,140,000
        Increase in due to affiliate                               --                  45,987              45,987
                                                            ---------              ----------           ---------
               Net cash provided by
                 financing activities                       (320,098)               4,025,787           3,705,689
                                                          -----------             -----------          ----------

               Net increase (decrease) in
                 cash and cash equivalents                  (525,381)               1,759,176           1,233,795

Cash and Cash Equivalents,
        beginning of period                                   530,123                   4,742             530,123
                                                           ----------             -----------          ----------


                                                        17

<PAGE>
Cash and Cash Equivalents,
        end of period                                       $   4,742             $ 1,763,918          $1,763,918
                                                            =========             ===========          ==========

Supplemental Disclosure of Cash
        Flow Information:
          Interest paid                                    $  167,028              $  296,286          $  463,314
                                                           ==========              ==========          ==========
</TABLE>
Historically,  the  Company's  internally  generated  cash  flow  has  not  been
sufficient to finance its operations.

During August 1995, the Company  completed the IPO which  generated net proceeds
of $5,307,423. The Company initially anticipated that the IPO proceeds, together
with  existing  resources and cash  generated  from future  operations  would be
sufficient to satisfy the anticipated cash requirements of the Company for 18 to
24 months from the date of the IPO.

On January 16, 1997,  the Company sold the Mako Shares to Tracker for a purchase
price  consisting  of cash, in the amount of  $4,140,000  and certain  assets of
Tracker  relating to the manufacture and sale of saltwater  boats.  Reference is
made to the  "Overview"  section  above for a more complete  description  of the
Tracker Transaction.

During the year ended June 28, 1997,  the Company used  $2,265,411 for operating
activities,  $206,483  for  investing  activities,  and was provided net cash of
$3,705,689 from financing activities.

The cash used by operating  activities  resulted  from the Company's net loss of
$4,038,000, and an increase in inventories and prepaid assets (such as insurance
and boat show costs) of $605,882 and $134,198,  respectively.  Cash was provided
by an increase  in accounts  payable  and  accrued  expenses  of  $1,222,869,  a
decrease in accounts receivable of $247,720 and an increase in the allowance for
doubtful   accounts  of  $113,000,   and  non-cash  expenses  for  depreciation,
amortization,  and a provision  associated with the issuance of stock options to
non-employees amounting to $795,891, $69,589 and $63,600, respectively.

The cash used by financing activities resulted from the purchase of property and
equipment approximating $206,000.

The cash provided by financing  activities from the Tracker Transaction resulted
from an  issuance  of Common  Stock  with cash  received  of  $4,140,000  and an
increase in a due to  affiliate  of  $45,987.  Uses of cash  included  principal
payment on debt and indemnities totaling $480,298.

As indicated  above,  it is expected that the Company,  which continued to incur
substantial  losses and to operate on a negative  cash flow basis during  fiscal
1997, will continue to generate  negative  operating cash flow throughout  1998.
Further,  the  Company  believes  that  unless it is able to  obtain  additional
funding of its operations,  substantial  curtailment or suspension of certain of
the Company's  operations  will be required.  See  "Overview"  and Note 2 to the
Financial Statements.


                                       18

<PAGE>
Tracker,  which owns approximately 80.9 percent of the outstanding Common Stock,
intends to effect the proposed Merger Transaction  whereby Tracker would acquire
the entire equity interest of the Company for a fair cash  consideration  to the
holders of the  Publicly-Held  Securities,  whereupon the Company would become a
wholly-owned subsidiary of Tracker. Tracker has indicated to the Company (and in
the Schedule 13E-3 referred to above) that Tracker would be unwilling to provide
such funding so long as any of the Publicly-Held Securities remain outstanding.

Inflation

Although the effects on the Company cannot be accurately determined, the Company
does not  believe  that  inflation  has had a material  impact on the results of
operations for the periods  presented.  The Company believes it has been able to
minimize the effects of inflation by improving its purchasing efficiency, and to
a lesser degree, increasing selling prices of its products.

Recent Accounting Pronouncements

In March 1995, the Financial  Accounting Standards Board (FASB) issued Statement
of  Financial   Accounting  Standards  ("SFAS")  No.  121  "Accounting  for  the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of",
which is effective for fiscal years  beginning after December 15, 1995. SFAS No.
121 requires losses to be recorded on long-lived  assets used in operations when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the asset's carrying amount.  SFAS
No. 121 also addresses the accounting for long-lived assets that are expected to
be disposed of. The Company has adopted  SFAS No. 121 in fiscal 1997 and,  based
on current  circumstances,  the Statement  has not had a material  impact on the
financial condition, operations or cash flows of the Company.

In October  1995,  the FASB  issued  SFAS No. 123  "Accounting  for  Stock-Based
Compensation".  SFAS 123 allows companies to continue to account for their stock
option plans in accordance with Accounting  Principles Board ("APB") Opinion No.
25 but  encourages  the adoption of a new  accounting  method which requires the
recognition  of  compensation  expense  based  on the  estimated  fair  value of
employee  stock  options.  Companies  electing  not to follow the new fair value
based method are required to provide expanded  footnote  disclosures,  including
pro forma net  income  and  earnings  per share,  determined  for  fiscal  years
beginning after December 15, 1995. Management continues to account for its stock
option plans in  accordance  with APB Opinion No. 25 and  provides  supplemental
disclosures as required by SFAS No. 123. See note 11.

In February 1997, the FASB issued SFAS No. 128,  "Earnings Per Share"  effective
for fiscal years ending after  December 15, 1997.  SFAS No. 128  simplifies  the
calculation of earnings per share to measure the performance of an entity over a
reporting  period for both basic  earnings  per share and diluted  earnings  per
share.  SFAS No. 128 will not have an impact on the Company's  reported loss per
share.


                                       19

<PAGE>
Item 7.    FINANCIAL STATEMENTS

See the financial  statements and supplementary  data listed in the accompanying
Index to the Financial Statements on Page F-1 herein.


Item 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURES

In January 1997, the Company  engaged Arthur Andersen LLP as its new independent
accountant,  replacing BDO Seidman,  LLP (the "Former  Accountant") which Former
Accountant had served as the Company's independent  accountant.  The decision to
change  accountants  was  unanimously  approved by the Board of Directors of the
Company.

The Report of the Former  Accountant on the financial  statements of the Company
for fiscal year 1996 stated that in view of the recurring losses suffered by the
Company and its negative cash flow from operations, substantial doubt existed as
to the  Company's  ability  to  continue  as a  going  concern.  There  were  no
disagreements with the Former Accountant, whether or not resolved, on any manner
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure,  which, if not resolved to the  satisfaction of the
Former Accountant,  would have caused it to make reference to the subject matter
of the disagreement(s) in connection with its Report.


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

           The following  table sets forth certain  information  concerning  the
directors and executive officers of the Company:

     Name                           Age                     Position

Kenneth Burroughs                   41               Chief Executive Officer, 
                                                     Chairman of the Board and
                                                     Director

Richard N. Reyenger                 49               President

Stephen W. Smith                    50               Vice-President and Chief
                                                     Financial Officer

Joe C. Greene                       61               Secretary and Director

Douglas W. Baena                    55               Director

Bruce Foerster                      56               Director

Susie Henry                         46               Director

Joseph J. Messina                   42               Director

Larry Mueller                       50               Director


                                       20

<PAGE>

         Kenneth  Burroughs  has served as a director of the  Company  since the
Tracker Transaction was consummated in January 1997. Mr. Burroughs was appointed
president,  chief executive officer and chairman of the board in March 1997. Mr.
Burroughs  resigned as president in May 1997.  Since August 1994, Mr.  Burroughs
has served as president of JLM,  the sole general  partner of Tracker.  For more
than five years prior  thereto,  he was president of Skeeter  Products,  Inc., a
Kilgore, Texas company engaged in the manufacture and sale of freshwater fishing
boats.  Mr.  Burroughs also serves as a director of the National  Association of
Boat Manufacturers.

         Richard N.  Reyenger has served as  president of the Company  since May
1997. Prior thereto, Mr. Reyenger served as vice president of sales for Outboard
Marine  Corporation  since 1994.  Between 1991 and 1994 Mr.  Reyenger  served as
senior vice president of sales and marketing for Boston Whaler. For more than 12
years prior thereto, Mr. Reyenger served in various general management positions
with Outboard Marine Corporation.  Mr. Reyenger serves on the board of directors
of the National Association of Boat Manufacturers.

         Stephen  W.  Smith has  served as vice  president  and chief  financial
officer of the Company since March 1997.  Since July 1994,  Mr. Smith has served
as vice president - finance (chief financial officer) of Tracker. From September
1992 to July 1994, Mr. Smith served as the controller of Tracker.

         Joe C. Greene has served as a director of the Company since the Tracker
Transaction was consummated in January 1997. Mr. Greene is the Managing  Partner
of Greene & Curtis,  L.L.P, a Missouri limited  liability  partnership,  and has
been  engaged in the practice of law in  Springfield,  Missouri for more than 30
years. He is also the general counsel of Bass Pro, L.P. and Tracker.  Mr. Greene
is also a director of O'Reilly Automotive, Inc. (engaged in the auto parts sales
business),  the president and a director of the Missouri  Sports Hall of Fame, a
director  of  Commerce  Bank,  NA, and the  secretary  and a director of BASSGEC
Management Company.

         Douglas  W. Baena has served as a  director  of the  Company  since the
Company's inception in June 1994. Mr. Baena has previously served as chairman of
the board and chief executive  officer of the Company from its inception in June
1994 until March 1997 and its president  from inception to January 1995 and from
July  1996 to the  March  1997.  Prior to June  1994,  Mr.  Baena  was a private
investor. Mr Baena is the president,  a director and significant  shareholder of
CAVC and the sole  shareholder  of  CreditAmerica,  Inc.  ("CreditAmerica"),  an
equipment leasing and finance company.

         Bruce S. Foerster has served as a director of the Company since January
1996.  Since  January  1995,  Mr.  Foerster  has been the  president  and  chief
executive  officer of South Beach Capital Markets Advisory  Corporation,  a firm
which he founded that provides corporate financial advisory and financial public
relations services.  Between June 1992 and December 1994, Mr. Foerster served as
managing  director,  Equity Syndicate,  for Lehman Brothers.  For more than five
years  prior  thereto,  he  was  the  managing  director,   Equity  Transactions
Group/Equity Syndicate, for PaineWebber  Incorporated.  Mr. Foerster also serves
as a director and trustee of eight mutual funds of the Pilgrim  America Group, a
director of Aurora Capital,  Inc. and  governor-elect of the Philadelphia  Stock
Exchange.

         Susie Henry has served as a director  of the Company  since the Tracker
Transaction was consummated in January 1997.  Since December 1993, Ms. Henry has
been the executive  vice president of Bass Pro, L.P. and JLM. For more than five
years prior thereto,  she served as vice president of Bass Pro Shops,  Inc., the
predecessor of Bass Pro, L.P. Ms. Henry also serves on the board of directors of
BASSGEC Management Company.

                                       21

<PAGE>
         Joseph J.  Messina has served as a director  of the  Company  since the
Company's inception in June 1994. Mr. Messina previously served as the Company's
president and chief  operating  officer from January 1995 to June 1996.  Between
April 1978 and January  1992 Mr.  Messina was  employed by Vendor  Funding  Co.,
Inc., an equipment leasing company.  Since January 1992, he has been employed by
Ameristar Capital  Corporation,  an equipment leasing company which he owns. Mr.
Messina is an officer, director and shareholder of CAVC.

         Larry Mueller has served as a director of the Company since the Tracker
Transaction  was consummated in January 1997. For more than the past five years,
Mr. Mueller has been a private investor and the president of Springfield Credit,
L.L.C., a Missouri limited  liability  company owned by him, which is engaged in
the finance  business.  Mr.  Mueller  also serves on the boards of  directors of
Commerce Bank, N.A. and BASSGEC Management Company.

Item 10.  EXECUTIVE COMPENSATION

           The  following  table  summarizes  information  concerning  cash  and
non-cash  compensation paid to or earned by the named executive officers for all
services rendered in all capacities to the Company and its predecessors.
<TABLE>

                                             SUMMARY COMPENSATION TABLE

<CAPTION>
                                                 Annual Compensation(1)
Name of Principal                                                                                      Other Annual
   Position                             Year         Salary            Bonus                           Compensation

<S>                                      <C>              <C>             <C>                               <C>
Kenneth Burroughs(2)                     1997            -0-              -0-                               -0-
Chairman and Chief Executive             1996              -                -                                 -
  Officer                                1995              -                -                                 -

Douglas W. Baena(3)                      1997        127,500              -0-                            18,750(4)
                                         1996        170,000              -0-                               -0-
                                         1995         84,000              -0-                               -0-

------------------------
<FN>

(1)      In  addition  to $20,192  in salary  paid to Mr.  Reyenger,  a total of
         $118,000 of other  compensation  has been  accrued of which (i) $25,000
         was paid in May  1997;  (ii)  $25,000  was paid in August  1997;  (iii)
         $25,000  is  payable  in  November  1997;  and (iv)  $43,000 is due and
         payable upon the relocation of Mr. Reyenger's personal residence to the
         Miami, Florida area.
(2)      Mr. Burroughs,  who was appointed  Chairman and Chief Executive Officer
         in March  1997,  receives  no  salary  or other  compensation  from the
         Company.

(3)      Mr. Baena resigned as Chairman of Board and Chief Executive  Officer in
         March 1997.

(4)      As a result of Mr. Baena's  resignation as chairman and chief executive
         officer,  he began receiving  severance payments under the terms of his
         employment agreement. See below.
</FN>
</TABLE>

         Employment Contract with Named Executive Officer

         Douglas W.  Baena was  employed  as the  Company's  chairman  and chief
executive officer until March 1997.  Pursuant to his employment  agreement dated
January 1, 1995, and subsequently  amended on June 28, 1995 and January 16, 1997

                                       22

<PAGE>
(the "Employment Agreement"), Mr. Baena was entitled to receive an annual salary
of $170,000 and certain bonus compensation subject to specific performance goals
being achieved.  The Employment Agreement provides that in the event Mr. Baena's
termination  he is  entitled  to a  severance  payment  in the amount of $75,000
payable  upon in  twelve  equal  consecutive  monthly  payments  of  $6,250.  As
indicated above,  Mr. Baena's  employment with the Company ceased in March 1997,
and the severance payment  installments  commenced in April 1997. The Employment
Agreement  does not  contain a  non-compete  provision,  however,  if Mr.  Baena
engages in any Competitive Activity (as defined in the Employment  Agreement) he
forgoes  his  right to  receive  the  remainder  of any  unpaid  portion  of the
severance payment that he would otherwise be entitled to receive.

Director Compensation.

         Under  the  Company's   present   director   compensation   plan,  each
non-employee  director of the Company is entitled to receive $2,500 per quarter.
Directors are also entitled to be  reimbursed  for expenses  incurred by them in
attending meetings of the Board of Directors and its committees.

         During fiscal year 1997, Mr. Foerster received $10,000 for his services
as a director of the Company.  In connection with Mr.  Messina's  resignation as
the Company's  president and chief  operating  officer in June 1996, Mr. Messina
entered into a one-year  consulting  agreement with the Company,  dated June 28,
1996,  pursuant to which he received $50,000 during the fiscal year.  Except for
Mr. Foerster and Mr. Messina,  no current director received any compensation for
services rendered to the Company.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Security Ownership of Certain Beneficial Owners and Management

         The following table provides information,  as of September 4, 1997 with
respect to (i) any person  known to the  Company to be the  beneficial  owner of
five percent or more of the  outstanding  shares of the Company's  Common Stock,
(ii) each Director and certain executive officers of the Company,  and (iii) all
Directors  and executive  officers as a group.  For the purpose of computing the
percentage of the shares of Common Stock owned by each person or group listed in
this table, any shares not outstanding  which are subject to options or warrants
exercisable  within 60 days have been deemed to be outstanding and owned by such
person or group,  but have not been deemed to be outstanding  for the purpose of
computing  the  percentage  of the  shares  of Common  Stock  owned by any other
person.  Except as otherwise  indicated below, the Company believes that each of
the persons named below possesses sole voting and investment  power with respect
to the shares of Common Stock beneficially owned by such person.

                                  Amount and Nature
                                    of Beneficial                 Percent of
Name and Address of              Ownership of Shares                 Class
 Beneficial Owner                  of Common Stock                Outstanding

Douglas W. Baena                    52,500(1)                          *
  70 Creek Road
  Wading River, NY  11792

Joseph J. Messina                   37,500(2)                          *
  44 Madison Avenue
  New York, NY 10017


                                       23

<PAGE>





Bruce S. Foerster                   15,000(3)                          *
  4045 Sheridan Avenue
  Suite 432
  Miami Beach, FL 33140

Kenneth Burroughs                       (4)                            *
  2845 South Oak Avenue
  Springfield, MO  65804

Susie Henry**                           (4)                            *
  2524 East Broadmoor
  Springfield, MO  65804

Larry Mueller**                         (4)                            *
  4237 East Serenade
  Springfield, MO  65809

Joe C. Greene                           (4)                            *
  1340 East Woodhurst
  Springfield, MO  65804

Stephen W. Smith                        (5)                            *
  3721 South Burge Avenue
  Springfield, MO  65807

Richard N. Reyenger (6)             35,000(7)                          *
  4355 N.W. 128th Street
  Miami, FL  33054

TRACKAQ, Inc.                       7,330,000(8)                     80.9%
  2500 East Kearney
  Springfield, MO 65803

All Directors and executive           140,000                         1.5%
  officers as a group (9 persons)




*        Less than one percent

**       Susie Henry is the sister, and Larry Mueller is the brother-in-law, of
         John L. Morris.  See note 8 below.

(1)      Includes:  12,500 shares that may be purchased  upon exercise of Public
         Warrants;  5,000  shares,  of which 2,500 shares may be purchased  upon
         exercise  of Public  Warrants  held by Mr.  Baena's  former wife (as to
         which he disclaims beneficial  ownership);  and 20,000 shares, of which
         10,000 shares may be purchased upon exercise of Public  Warrants,  held
         in trust for the benefit of Mr. Baena's children.


                                       24

<PAGE>
(2)      Includes:  5,000 shares that may be purchased  upon  exercise of Public
         Warrants and 25,000  shares that may be purchased  upon  exercise of an
         option granted by the Company's Board of Directors.

(3)      Consists  of shares  that may be  purchased  upon  exercise  of options
         granted under the Company's 1995 Stock Option Plan.

(4)      Designated by Tracker pursuant to the stock purchase  agreement between
         the  Company  and  Tracker  and  appointed  by the  Company's  Board of
         Directors  effective upon the consummation of the Tracker  Transaction.
         No  shares of Common  Stock are  beneficially  owned by any of the four
         Tracker designees.

(5)      Mr. Smith,  the Company's Vice President and Chief  Financial  Officer,
         owns beneficially no shares of Common Stock.

(6)      Mr.  Reyenger  was  appointed  President  effective  May 27,  1997 (the
         "Commencement Date").

(7)      Consists of shares that may be purchased upon the exercise of an option
         (the  "Reyenger  Option")  granted  by the Board at an option  price of
         $2.125 per share (the closing  price on the first trading day preceding
         the Commencement  Date),  which option is exercisable in whole and from
         time to time in part  during  the 60  month  period  commencing  on the
         Commencement Date.

(8)      All  of  these  shares  were  acquired  by  Tracker   pursuant  to  the
         acquisition  of the Mako Shares and the CAVC Shares on January 16, 1997
         and  were   contributed  by  Tracker  to  Merging  Company  (a  Florida
         corporation and wholly owned  subsidiary of Tracker) on August 7, 1997.
         Tracker is a Missouri limited partnership whose sole general partner is
         JLM Management Company ("JLM"), a privately-held  Missouri corporation.
         Through his revocable trust, John L. Morris, of Springfield,  Missouri,
         is the  indirect  beneficial  owner of all of the  outstanding  capital
         stock of JLM.  Accordingly,  Mr.  Morris,  JLM and  Tracker may also be
         considered the beneficial owners of these shares.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Douglas  W.  Baena and  Joseph  W.  Messina,  each of whom are  current
directors of the Company, have been directors of the Company since its inception
and,  through  their  interest  in CAVC,  control  CAVC which was the  principal
shareholder of the Company until the  consummation  of the Tracker  Transaction.
The Company  believes that Messrs.  Baena and Messina own directly or indirectly
8.3% and 2.1%,  respectively,  of the stock of CAVC,  and  constitute all of the
directors  of CAVC.  As a result of their  equity  interest in CAVC  immediately
prior to the sale of the CAVC Shares to Tracker,  Messrs.  Baena and Messina had
an  indirect   beneficial   interest  in  200,400   shares  and  51,166  shares,
respectively, of the CAVC Shares.

         In February  1994,  CAVC,  which had recently been formed by a group of
investors,  including  Douglas  W.  Baena and  Joseph J.  Messina  (through  his
wholly-owned corporation), agreed to provide Mako Marine, Inc. ("Old Mako") with
working capital advances,  and, upon certain  conditions,  to acquire Old Mako's
defaulted bank debt. Thereafter, CAVC acquired such defaulted debt by paying the
bank $500,000 in cash and giving the bank its  promissory  note in the principal
amount of $1.5 million.  In August 1994,  CAVC  foreclosed on the defaulted bank
debt and  acquired  substantially  all of the boat  manufacturing  assets of Old
Mako,  consisting  primarily of property and equipment,  patents and trademarks,
accounts and inventory.  Concurrently therewith, CAVC agreed to indemnify Robert
Schwebke,  the  founder of Old Mako,  to the extent of  approximately  $816,400,

                                       25

<PAGE>
against  certain  preacquisition  tax liabilities of Old Mako. CAVC also assumed
certain liabilities of Old Mako of approximately $1 million.  CAVC then conveyed
the  acquired  assets of Old Mako to the  Company in  exchange  for (a)  930,000
shares of Common  Stock,  (b)  $900,000 of purchase  money debt from the Company
(the "CAVC Debt"), (c) the assumption by the Company of CAVC's $1.5 million note
payable  to  the  bank,  (d)  the  Company's   assumption  of  CAVC's  indemnity
obligations to Robert  Schwebke and (e) the Company's  assumption of the certain
of Old Mako's liabilities.

         As of June 28,  1997,  the  outstanding  balance  of the CAVC  Debt was
$900,000. The CAVC Debt bears interest at the rate of nine percent per annum and
is  payable  in 24  monthly  installments,  commencing  in  November  1997.  The
obligation is secured by the Company's inventory, accounts receivable,  property
and equipment and  intangibles  and is partially  subordinated  to certain other
indebtedness  of the Company,  including  indebtedness to  CreditAmerica,  Inc.,
discussed below.

         From time to time, CreditAmerica, Inc. ("CreditAmerica"),  an equipment
leasing and finance company wholly-owned by Mr. Baena, has made revolving credit
advances to the Company for working capital  purposes.  As of June 28, 1997, the
outstanding principal balance owed by the Company to CreditAmerica was $385,906.
This  obligation  bears  interest  at the rate of nine  percent per annum and is
collateralized by the Company's accounts receivable and inventories.

         Merging Company,  a wholly owned  subsidiary of Tracker,  is the parent
organization  of the Company by virtue of its  ownership  of 80.9% of the Common
Stock.  Merging Company acquired its ownership interest from Tracker pursuant to
a contribution  agreement  dated August 7, 1997.  Tracker is a Missouri  limited
partnership  whose sole general  partner is JLM Management  Company  ("JLM"),  a
privately-held  Missouri  corporation.  Through  his  revocable  trust,  John L.
Morris, of Springfield, Missouri, is the indirect beneficial owner of all of the
outstanding capital stock of JLM.

         As a  condition  to the  closing of the  Tracker  Transaction,  Tracker
required  that the  employment  agreement  of certain  officers of the  Company,
including  Mr.  Baena,  be amended to  provide  for,  among  other  things,  the
Company's right to terminate such employment  agreements upon reasonable  notice
and severance pay. Mr. Baena's  employment  agreement was amended to provide for
such  termination  upon the giving of at least 30 days prior written notice and,
upon  such  termination,  a  severance  pay of  $75,000  payable  in 12  monthly
installments  of $6,250 each. As previously  announced,  Mr. Baena's  employment
with the Company as its Chief Executive  Officer was terminated and Mr. Baena is
currently receiving  severance pay in accordance with his employment  agreement,
as amended.

                                       26

<PAGE>
                                    PART III

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibits are  submitted  as a separate  section of this Report
                  immediately following the "Exhibit Index."

         (b)      Reports on Form 8-K

                  A report on Form  8-K/A was filed  with the  Commission  dated
                  March 17, 1997 further  amending the Company's prior report on
                  Form 8-K (dated  January  30,  1997) and  providing  financial
                  statements and related information.

                  A report on Form 8-K was filed with the Commission dated March
                  17, 1997  disclosing the  appointment of Kenneth  Burroughs as
                  Chairman of the Board,  President and Chief Executive Officer,
                  Steven W. Smith as Vice President and Chief Financial  Officer
                  and Joe C. Greene as Secretary, effective March 17, 1997.


                                       27

<PAGE>
                         MAKO MARINE INTERNATIONAL, INC.


           FINANCIAL STATEMENTS AS OF JUNE 28, 1997 AND JUNE 29, 1996

                                  TOGETHER WITH

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
                         MAKO MARINE INTERNATIONAL, INC.


                                      INDEX

Index to Financial Statements                                    F-1


Report of Independent Certified Public Accountants               F-2


Financial Statements


     Balance Sheets                                              F-3


     Statements of Operations                                    F-5


     Statements of Stockholders' Equity                          F-6


     Statements of Cash Flows                                    F-7


     Notes to Financial Statements                               F-9




                                       F-1

<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
   Mako Marine International, Inc.:

We have audited the  accompanying  balance  sheet of Mako Marine  International,
Inc. as of June 28, 1997 and the related statements of operations, stockholders'
equity and cash flows for the period  from June 30, 1996 to January 16, 1997 and
the period from January 17, 1997 to June 28, 1997.  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
financial statements of Mako Marine  International,  Inc. as of and for the year
ended June 29, 1996,  were audited by other  auditors  whose report dated August
21,  1996,  included an  explanatory  paragraph  with  respect to the  Company's
ability to continue as a going concern.

We conducted our audit in accordance with generally accepted auditing standards.
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 and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Mako Marine International, Inc.
as of June 28, 1997 and the results of its operations and its cash flows for the
period from June 30,  1996 to January  16, 1997 and the period from  January 17,
1997  to  June  28,  1997  in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has suffered  recurring  losses and negative
cash flows from  operations  that raise  substantial  doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.


Miami, Florida,
August 27, 1997.

                                       F-2

<PAGE>
                         MAKO MARINE INTERNATIONAL, INC.


                                 BALANCE SHEETS

                      AS OF JUNE 28, 1997 AND JUNE 29, 1996
<TABLE>
<CAPTION>


                                                                                 New Basis               Old Basis

                                 ASSETS                                             1997                    1996
CURRENT ASSETS:

<S>                                                                             <C>                     <C>         
   Cash and cash equivalents                                                    $  1,763,918            $    530,123
   Accounts receivable, less allowance for doubtful
     accounts of $119,556 and $58,279, respectively                                1,038,437               1,253,163
   Inventories                                                                     3,752,181               2,277,995
   Prepaids and other assets                                                         415,691                 178,902
                                                                                ------------            ------------
           Total current assets                                                    6,970,227               4,240,183

EXCESS OF COST OVER FAIR VALUE OF
   NET ASSETS ACQUIRED                                                             3,802,783                 -

PROPERTY AND EQUIPMENT, net                                                        4,270,155               3,064,115

OTHER ASSETS                                                                         534,596                 139,027
                                                                                ------------            ------------

           Total assets                                                         $ 15,577,761            $  7,443,325
                                                                                ============            ============
</TABLE>
                                                   

                                                       F-3

<PAGE>

                                          MAKO MARINE INTERNATIONAL, INC.


                                                  BALANCE SHEETS

                                       AS OF JUNE 28, 1997 AND JUNE 29, 1996

                                                    (Continued)
<TABLE>
<CAPTION>
                                                                                 New Basis               Old Basis

                  LIABILITIES AND STOCKHOLDERS' EQUITY                              1997                    1996
CURRENT LIABILITIES:
 
<S>                                                                             <C>                     <C>         
   Accounts payable                                                             $  2,311,259            $  2,256,428
   Accrued expenses                                                                1,740,010                 541,199
   Accrued interest payable                                                           33,695                 183,736
   Due to affiliate                                                                   45,987                  -
   Note payable - CreditAmerica, Inc.                                                300,906                 385,906
   Note payable - CreditAmerica Venture Capital, Inc.,                               300,000                  -
      current portion
   Indemnities - current portion                                                      88,647                  85,178
   Long-term debt - current portion                                                  409,386                 500,550
                                                                                ------------            ------------
          Total current liabilities                                                5,229,890               3,952,997
NOTE PAYABLE - CreditAmerica Venture Capital, Inc.,                                  600,000                 900,000
   net of current portion
INDEMNITIES, net of current portion                                                  138,495                 227,142
LONG-TERM DEBT, net of current portion                                             1,297,232               1,431,897
                                                                                ------------            ------------
          Total liabilities                                                        7,265,617               6,512,036
                                                                                ------------            ------------
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS' EQUITY:
   Preferred stock, 2,000,000 shares authorized; none issued                           -                       -
   Common stock, $.01 par value, 15,000,000 shares
     authorized; 9,055,000 and 2,655,000 shares issued                                90,550                  26,550
     and outstanding, respectively
   Additional paid-in capital                                                      9,726,985               6,317,873
   Accumulated deficit                                                            (1,505,391)             (5,413,134)
                                                                                ------------            ------------
          Total stockholder's equity                                               8,312,144                 931,289
                                                                                ------------            ------------
          Total liabilities and stockholders' equity                            $ 15,577,761            $  7,443,325
                                                                                ============            ============


</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
balance sheets.

                                       F-4

<PAGE>
                         MAKO MARINE INTERNATIONAL, INC.


                            STATEMENTS OF OPERATIONS

            FOR THE PERIOD FROM JUNE 30, 1996 TO JANUARY 16, 1997 AND

            FOR THE PERIOD FROM JANUARY 17, 1997 TO JUNE 28, 1997 AND

                        FOR THE YEAR ENDED JUNE 29, 1996
<TABLE>
<CAPTION>



                                                              Old Basis               New Basis               Old Basis
                                                            June 30, 1996            January 17,              Year Ended
                                                                 to                      1997               June 29, 1996
                                                             January 16,             to June 28,
                                                                1997                     1997

<S>                                                         <C>                     <C>                     <C>          
NET SALES                                                   $   9,767,501           $   9,293,410           $  19,141,970
COST OF SALES                                                   9,121,285               8,623,935              17,817,667
                                                            -------------           -------------           -------------
         Gross profit                                             646,216                 669,475               1,324,303

SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES                                      2,882,054               2,104,123               3,863,342
                                                            -------------           -------------           -------------

         Loss from operations                                  (2,235,838)             (1,434,648)             (2,539,039)
                                                            -------------           -------------           -------------

OTHER INCOME (EXPENSE):
   Interest income                                                -                        51,791                  68,495
   Interest expense                                              (205,427)               (107,846)               (312,175)
   Other, net                                                     (91,165)                (14,867)               (173,056)
                                                            -------------           -------------           -------------
         Total other income (expense)                            (296,592)                (70,922)               (416,736)
                                                            -------------           -------------           -------------

         Net loss                                           $  (2,532,430)          $  (1,505,570)          $  (2,955,775)
                                                            =============           =============           =============

NET LOSS PER COMMON SHARE                                      $(0.93)                 $(0.17)                 $(1.19)
                                                               ======                  ======                  ======

WEIGHTED AVERAGE SHARES OF
                                                              2,724,049               9,055,000               2,484,662
                                                              =========               =========               ========= 
   COMMON STOCK OUTSTANDING

</TABLE>
The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                       F-5

<PAGE>
                         MAKO MARINE INTERNATIONAL, INC.


                       STATEMENTS OF STOCKHOLDERS' EQUITY

                FOR THE PERIOD FROM JULY 1, 1995 TO JUNE 28, 1997
<TABLE>
<CAPTION>


                                                                            Additional
                                                Common Stock                Paid-in            Accumulated
                                          Shares           Amount            Capital               Deficit              Total

<S>                                        <C>              <C>              <C>                  <C>                 <C>         
BALANCE, July 1, 1995                      930,000          $9,300           $1,027,700           $(2,457,359)        $(1,420,359)
Net proceeds from
initial public offering                  1,725,000          17,250            5,290,173                      -           5,307,423
Net loss, year ended
   June 29, 1996                                 -               -                    -            (2,955,775)         (2,955,775)

BALANCE, June 29, 1996                   2,655,000          26,550            6,317,873            (5,413,134)             931,289
(old basis)

Net loss, period ended
January 16, 1997                                 -               -                    -            (2,532,430)         (2,532,430)
                                         ---------          ------            ---------            -----------         -----------
BALANCE, January 16, 1997
(old basis)                              2,655,000          26,550            6,317,873            (7,945,564)         (1,601,141)

   Compensation cost -
     Stock options granted                       -               -               63,600                      -              63,600
   Effect of acquisition by
     Tracker Marine, L.P.                6,400,000          64,000            3,345,512              7,945,743          11,355,255
   Net loss, period ended
     June 28, 1997                               -               -                    -            (1,505,570)         (1,505,570)
                                         ---------         -------           ----------           -----------          ----------
BALANCE, June 28, 1997                   9,055,000         $90,550           $9,726,985           $(1,505,391)          $8,312,144
   (new basis)                           =========         =======           ==========           ===========           ==========
   
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                       F-6

<PAGE>
                         MAKO MARINE INTERNATIONAL, INC.


                            STATEMENTS OF CASH FLOWS

              FOR THE PERIOD JUNE 30, 1996 TO JANUARY 16, 1997 AND

              FOR THE PERIOD JANUARY 17, 1997 TO JUNE 28, 1997 AND

                        FOR THE YEAR ENDED JUNE 29, 1996

<TABLE>
<CAPTION>

                                                                     Old Basis             New Basis               Old Basis
                                                                 June 30, 1996 to       January 17, 1997           Year Ended
                                                                 January 16, 1997       to June 28, 1997         June 29, 1996
OPERATING ACTIVITIES:
<S>                                                                 <C>                   <C>                     <C>         
   Net loss                                                         $  (2,532,430)        $   (1,505,570)         $(2,955,775)
   Adjustments to reconcile net loss to net cash
     used in operating activities-
       Depreciation                                                       382,613                413,278               562,359
       Amortization of deferred loan cost                                 -                      -                     164,054
       Amortization of excess of cost over
         value of net assets acquired                                     -                       69,589                36,000
       Provision for doubtful accounts                                     61,000                 52,000                     -
       Compensation cost - stock options granted                          -                       63,600                     -
       Changes in operating assets and liabilities:
         Decrease (increase) in accounts receivable                     1,019,918               (772,198)            (634,514)
         Decrease (increase) in inventories                               142,355               (748,237)            (505,517)
         Decrease (increase) in prepaids and
           other assets                                                  (196,632)                62,434               262,676
         Increase in accounts payable, accrued
           expenses and accrued interest payable                        1,043,702                179,167               592,798
                                                                    -------------         --------------           -----------
              Net cash used in operating activities                       (79,474)            (2,185,937)          (2,477,919)
                                                                    -------------         --------------           ----------

INVESTING ACTIVITIES:
   Purchases of property and equipment                                   (125,809)               (80,674)            (645,117)
                                                                    -------------         --------------             --------

FINANCING ACTIVITIES:
   Proceeds from borrowings                                               -                      -                     280,000
   Principal payments on debt and indemnities                            (320,098)              (160,200)          (2,226,225)
   Issuance of common stock                                               -                    4,140,000             5,307,423
   Increase in due to affiliate                                           -                       45,987                     -
   Decrease in restricted cash                                            -                      -                     200,000
                                                                    -------------         --------------               -------
              Net cash provided by
                financing activities                                     (320,098)             4,025,787             3,561,198
                                                                    --------------        --------------             ---------



                                       F-7

<PAGE>

 Net increase (decrease) in cash
   and cash equivalents                                                  (525,381)             1,759,176               438,162

CASH AND CASH EQUIVALENTS,
   beginning of period                                                    530,123                  4,742                91,961
                                                                    -------------         --------------             ---------

CASH AND CASH EQUIVALENTS, end of period                            $       4,742         $    1,763,918              $530,123
                                                                    =============         ==============              ========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:
     Interest paid                                                  $     167,028         $      296,286              $270,000
                                                                    =============         ==============              ========
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                       F-8

<PAGE>
                         MAKO MARINE INTERNATIONAL, INC.


                          NOTES TO FINANCIAL STATEMENTS

                         JUNE 28, 1997 AND JUNE 29, 1996



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

On August 2, 1994, Mako Marine  International,  Inc., a Florida corporation (the
"Company")  acquired the boat  manufacturing  assets of Mako Marine,  Inc. ("Old
Mako") and  assumed  and  incurred  certain  liabilities  and  indemnities  from
CreditAmerica  Venture Capital,  Inc.  ("CAVC"),  an affiliate of Old Mako, in a
transaction accounted for as a purchase.

On January 16,  1997,  Tracker  Marine,  L.P.,  a Missouri  limited  partnership
("Tracker"),  acquired  930,000  shares of the  Company's  $.01 par value common
stock (the "Mako Common Stock") from CAVC (the "CAVC Shares"), which shares then
constituted 35% of the outstanding Mako Common Stock.

On January 16, 1997, the Company sold to Tracker  6,400,000  newly issued shares
(the "Mako Shares") of Mako Common Stock for a purchase price consisting of cash
in the amount of $4,140,000 and assets  relating to the manufacture of saltwater
boats (the "Tracker Transaction").

Mako  Marine  International,  Inc.  is  engaged in the  manufacture  and sale of
offshore fishing and pleasure boats under the brand names "Mako," "Seacraft" and
"Silver King." Sales are concentrated on the eastern coast of the United States,
with a particular  emphasis on Florida.  The balance of the Company's  sales are
made in the Gulf Coast, Great Lakes Regions, West Coast and foreign markets.

     Basis of Presentation

The Company has chosen the Saturday closest to June 30 as its year-end.

     Cash and Cash Equivalents

The Company considers all highly liquid investments with purchase  maturities of
three months or less to be cash equivalents.  Interest-bearing  cash balances as
of June 28, 1997 and June 29, 1996 were $1,761,918 and $526,105, respectively.

     Inventories

Inventories  are  stated  at the  lower  of  cost or  market,  with  cost  being
determined using the first-in, first-out ("FIFO") method.

     Excess of Cost Over Fair Value of Net Assets Acquired

The excess of cost over fair value of net assets acquired  ("goodwill") is being
amortized  on a  straight  line basis over 30 years.  Amortization  expense  was
$69,589 for the period from January 17, 1997 to June 28, 1997.

                                       F-9

<PAGE>
In March 1995,  the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of  Long-Lived  Assets  to be  Disposed  Of".  SFAS 121  establishes  accounting
standards   for  recording  the   impairment  of  long-lived   assets,   certain
identifiable  intangibles  and goodwill.  The Company  adopted the provisions of
SFAS No. 121 in fiscal 1997.  Accordingly,  Mako  management  will  evaluate the
recoverability of the carrying value of goodwill on a periodic basis. Management
will evaluate the results of operations and the cash flows from  operations when
assessing the  recoverability  of the carrying  value of goodwill.  Accordingly,
when events or circumstances  indicate that the  recoverability  of the goodwill
could be impaired, management will prepare estimates and projections of the cash
flows  to be  produced  by  operations.  If  the  sum  of  the  expected  future
undiscounted  cash flows from  operations is less than the carrying value of the
goodwill,  an impairment loss will be recognized in that period.  The impairment
loss  recognized  will be the goodwill over the  discounted  anticipated  future
operations  cash flows.  Adoption  of SFAS No. 121 did not impact the  Company's
results of operations or its financial position.

     Property and Equipment, net

Property and equipment is stated on the cost basis.  Depreciation is computed on
the  straight-line  method over the  estimated  useful  lives of the  respective
assets.

     Revenue Recognition

Revenue from the sale of boats is recognized upon shipment.

     Net Loss per Common Share

Loss per common  share and common share  equivalent  is computed on the basis of
the weighted  average number of common shares  outstanding  less preferred stock
dividends.  As the  Company  is  currently  in a loss  position,  the  effect of
convertible  preferred  stock and stock options are not  considered in computing
loss per common share as the effect would be anti-dilutive.

     Income Taxes

The Company uses the asset and liability  method of accounting  for income taxes
pursuant  SFAS No.  109,  "Accounting  for Income  Taxes".  Under  this  method,
deferred tax assets and liabilities are determined based on differences  between
financial  reporting  and tax bases of assets and  liabilities  and are measured
using enacted rates that will be in effect when the  differences are expected to
reverse. (See Note 8).

     Warranty Reserves

The  Company  furnishes  warranties  on its  manufactured  products  for periods
ranging from one to twelve years and provides for warranty  related expenses and
accruals as a percentage  of net sales based on historical  experience.  Accrued
expenses in the  accompanying  balance sheets includes  $500,000 and $240,000 of
accrued warranty expense at June 28, 1997 and June 29, 1996, respectively.

     Advertising

Advertising expenses are charged to operations during the year in which they are
incurred.  Advertising expenses for the period from June 30, 1996 to January 16,
1997 was  $331,900,  for the period  from  January 17, 1997 to June 28, 1997 was
$993,100 and for the year ended June 29, 1996 was $1,036,000.

     Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and

                                      F-10

<PAGE>
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

     Reclassifications

Certain prior period  amounts have been  reclassified  to conform to the current
financial statement presentation.

     Fair Value of Financial Instruments

SFAS No. 107,  "Disclosure About Fair Value of Financial  Instruments"  requires
companies  to  disclose  the fair  value of  financial  instruments.  Management
believes  that the carrying  values of its  financial  instruments  approximates
their fair  values and any  differences  which may exist  between  the  carrying
values and fair values are not material.

     Stock-Based Compensation

Beginning in fiscal 1997,  the Company  implemented  the  provisions of SFAS 123
"Accounting  for  Stock-Based   Compensation"   in  accounting  for  stock-based
transactions with nonemployees and, accordingly, records compensation expense in
the  statement of operations  for such  transactions.  The Company  continues to
apply the provisions of Accounting  Principal  Board ("APB")  Opinion No. 25 for
transactions with employees, as permitted by SFAS 123.

     New Accounting Pronouncements

In February 1997, the Financial  Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share"  effective for fiscal years ending after December 15, 1997.
SFAS No. 128  simplifies  the  calculation  of earnings per share to measure the
performance  of an entity over a reporting  period for both basic  earnings  per
share and diluted earnings per share.  Due to the reported net losses,  SFAS No.
128 would have no impact on the Company's  reported loss per share for the years
ended June 28, 1997 and June 29, 1996.

2.   GOING CONCERN AND MANAGEMENT'S PLANS

The Company's financial  statements as of and for the period ended June 28, 1997
have been prepared on a going concern basis which  contemplates  the realization
of assets and the settlement of liabilities and commitments in the normal course
of business.  The Company sustained net losses of $2,532,430 for the period from
June 30, 1996 to January 16,  1997,  $1,505,570  for the period from January 17,
1997 to June 28,  1997 and  $2,955,775  for the year  ended June 29,  1996,  and
negative cash flows from operations of $79,474 for the period from June 30, 1996
to January 16, 1997, $2,185,937 for the period from January 17, 1997 to June 28,
1997 and  $2,477,919  for the year  ended June 29,  1996.  These  matters  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management  recognizes the potential risk associated  with continued  losses and
continued negative cash flows from operations.

Although  management  has  implemented  certain  actions  designed  to  increase
operating  cash flow (such as, for example,  the  achievement  of reduced engine
costs from its principal  vendor),  the magnitude of the losses  incurred during
fiscal years 1997 and 1996, the resulting operational cash flow deficiencies and
the expected  continuation  thereof raise  substantial doubt as to the Company's
ability to generate  sufficient  cash from  operations and fund its  operational
cash requirements for fiscal 1998.

                                      F-11

<PAGE>
It is expected  that Mako will  continue to  generate  negative  cash flows from
operations  throughout  fiscal 1998, and that  substantial  infusions of working
capital will be required  during fiscal 1998.  In view of its current  financial
condition,  it is unlikely  that the Company will be able to obtain such working
capital  from  traditional  third party  sources.  The logical and perhaps  only
source for such funding will be Tracker.

Tracker has  indicated  that it currently  has no  intention  of providing  such
funding to the Company so long as there remain outstanding shares of Mako Common
Stock held by persons or entities other than Tracker and warrants and options to
purchase shares of Mako Common Stock. Tracker has announced a merger transaction
with the  Company  pursuant to which  Tracker  would  acquire the entire  equity
interest in the Company not already owned by Tracker (the "Merger Transaction").
Upon  completion  of the Merger  Transaction,  the Company would become a wholly
owned subsidiary of Tracker.

If the proposed  Merger  Transaction  is  successfully  consummated,  management
believes  that  Tracker  possess the means to implement  improvements  needed to
return the  Company to  profitability  within a  reasonable  time-frame.  If the
proposed  Merger  Transaction is not  consummated,  the Company may be unable to
continue as a going concern.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

3.   STOCKHOLDERS' EQUITY

On January  16,  1997,  Tracker  acquired  control of the  Company  through  its
purchase  of 930,000  shares of Mako Common  Stock from CAVC for a net  purchase
price of  $1,310,000  in cash and the  payment  of  certain  obligations  of the
Company amounting to $550,000. As a result of this purchase,  Tracker became the
owner of 35% of the then outstanding  shares of Mako.  Tracker then acquired the
6,400,000 newly issued Mako Shares. As a result of the purchase of these shares,
Tracker acquired an additional  45.9% of the outstanding  shares of the Company.
Upon  acquisition of the newly issued Mako Shares,  Tracker  obtained  ownership
control of 80.9% of the  outstanding  shares of the Company.  The purchase price
for the  Mako  Shares  was  approximately  $7,640,000,  which  consisted  of the
contribution  to  the  Company  of  cash  in  the  amount  of  $4,140,000,   the
contribution of assets relating to the manufacture of saltwater  boats,  and the
satisfaction of certain of the Company's payables in the amount of $550,000. The
total  value  ascribed  to the assets  was  $2,194,000.  Included  in the assets
contributed by Tracker were its Punta Gorda, Florida, manufacturing facility and
the equipment and other  physical  property used therein for the  manufacture of
saltwater  fishing boats.  Also included in the assets  contributed to Mako were
Tracker's  "SeaCraft"  and "Silver  King" brand  names and  Tracker's  exclusive
rights  over a  five-year  period  to  advertise  off-shore  boats in a  catalog
published by an affiliate of Tracker.  The Tracker Transaction was accounted for
as a  purchase.  The total  purchase  of  $8,194,000  has been  pushed  down and
allocated  to the  assets and  liabilities  of the  Company  based upon the fair
values  on the  date of the  Tracker  Transaction.  As a result  of the  Tracker
Transaction,  a new basis of accounting has been established.  The allocation of
the purchase price as of January 17, 1997 is as follows:

Current assets                                 $     7,980,539
Property, plant and equipment                        5,100,781
Other assets                                               960
Goodwill                                             3,872,371
Current liabilities                                 (4,871,812)
Noncurrent liabilities                              (2,328,850)

                                      F-12

<PAGE>
All  manufacturing  activities have been  consolidated  in the Company's  Miami,
Florida facility.  Accordingly,  the carrying value of the Punta Gorda,  Florida
facility of $496,861 is  included in other  assets in the  accompanying  balance
sheet as of June 28, 1997 as such  facilities  are no longer used in  operations
and are being held for sale.

Under the terms of the  Agreement  pursuant to which the  Company  sold the Mako
Shares to Tracker (the "Stock Purchase  Agreement"),  the Company is required to
issue to Tracker additional shares of Mako Common Stock if, at any time prior to
the expiration of the ninetieth day following  August 23, 2000, the market price
of the  Mako  Common  Stock  reaches  certain  levels  during  a  period  of ten
consecutive trading days.

Also, the Stock Purchase  Agreement  provides for an option (the  "Anti-Dilution
Option")  on the part of  Tracker to acquire  additional  shares of Mako  Common
Stock at $1.50 per share,  if and to the extent  that  options  and  warrants to
acquire shares of Mako Common Stock,  which were outstanding on the closing date
of the sale of the Mako Shares to Tracker, are exercised in the future.

The following  unaudited pro forma information  presents a summary of operations
as if the Tracker Transaction had occurred on July 1, 1995:

                                               For the Year Ended

                                           June 28, 1997    June 29, 1996
                                           -------------    -------------
Net sales                                    $20,059,778    $ 10,285,943
Net loss                                     $(4,595,635)   $(2,669,033)

Loss per share                                    $(0.84)        $(0.29)


The unaudited pro forma results have been prepared for comparative purposes only
and include certain adjustments,  such as amortization of goodwill.  They do not
purport to be indicative of the results of operations  which actually would have
resulted had the Tracker Transaction occurred on July 1, 1995.

On August 23,  1995,  the Company  successfully  completed  its  Initial  Public
Offering  ("IPO") for 1,725,000  units  (consisting of one share of common stock
and one stock  warrant)  which  generated  net  proceeds of  $5,307,423,  net of
expenses of $1,592,577.

4.   INVENTORIES

As of June 28, 1997 and June 29, 1996 inventories by major classification are as
follows:

                                      1997                     1996
                                      ----                     ----

Finished products                $     389,078            $    607,986
Work-in-process                      1,177,233                 560,973
Raw materials and supplies           2,185,870               1,109,036
                                 $   3,752,181            $  2,277,995
                                 =============            ============


                                      F-13

<PAGE>
5.   PROPERTY AND EQUIPMENT, net
<TABLE>

As of June  28,  1997  and  June  29,  1996,  property  and  equipment  by major
classification is as follows:
<CAPTION>

                                        Useful Life
                                          in Years               1997                      1996
                                          --------               ----                      ----

<S>                                          <C>            <C>                       <C>     
Leasehold improvements                       5              $      19,509             $      -
Furniture and fixtures                       5                    290,828                   264,606
Machinery and equipment                      5                    896,980                   732,085
Molds                                       5-7                 3,722,095                 3,055,669
Vehicles and trailers                        5                     94,455                    48,214
                                                            -------------             -------------
                                                                5,023,867                 4,100,574
Less- Accumulated depreciation                                    753,712                 1,036,459
                                                            -------------             -------------
                                                            $   4,270,155             $   3,064,115
                                                            =============             =============

</TABLE>

6.   DEBT

The Company's  $900,000 note payable to CAVC bears interest at an annual rate of
9% and is payable in 24 equal monthly  installments,  commencing  November 1997.
The obligation is collateralized by accounts receivable, inventory, property and
equipment and  intangibles  and is partially  subordinate to the note payable to
CreditAmerica, Inc., note payable to bank and to supplier discussed below.

The note payable to  CreditAmerica,  Inc. (an entity controlled by an individual
who was an  officer of the  Company  and a  stockholder  of CAVC)  amounting  to
$300,906  bears  interest  at an annual  rate of 9% and is  payable  on  demand.
Accrued interest is due on demand.  The obligation is collateralized by accounts
receivable and inventories.

As of June 28, 1997 and June 29, 1996, long-term debt consists of the following:

                                                  1997                 1996
                                                  ----                 ----

Note payable to bank bearing interest
    at 9%                                    $ 1,053,090            $1,315,744
Non-interest bearing note payable to 
    supplier, interest imputed at 9.5%           653,528               616,703
                                             -----------            ----------
                                               1,706,618             1,932,447
Less- Current portion                            409,386               500,550
                                             -----------            ----------
                                             $ 1,297,232            $1,431,897
                                             ===========            ==========


The note  payable  to bank is  payable  in  quarterly  installments  of  $93,413
consisting of principal  and interest  with a balloon  payment due in June 1999.
The  note is  collateralized  by  substantially  all  assets,  and is  partially
subordinated  to  the  note  payable  to  Credit  America,  Inc.  and  partially
subordinated to the note payable to CAVC.

The  noninterest  bearing  note  payable to supplier is payable  from rebates on
purchases of marine  engines from the supplier  through 2008 or by a combination
of rebates and cash  payments  through  2008 in the event that  certain  minimum
engine  purchase  requirements  are not met. The note is  collateralized  by the
marine engine inventory and patents and trademarks.


                                      F-14

<PAGE>
As of June 28, 1997, maturities of long-term debt are as follows:

       Year Ending

          1998                  $    409,386
          1999                       455,726
          2000                       580,094
          2001                       130,706
          2002                       130,706
                                ------------
                                $  1,706,618


7.   INDEMNITIES

In connection with the acquisition of  substantially  all of the business assets
of Old Mako by the Company and the Company's  assumption of certain  liabilities
as discussed in Note 1, the Company indemnified the former principal stockholder
of Old Mako against a Small Business  Administration  ("SBA") loan in the amount
of $387,488 and certain  payroll tax  liabilities  limited to $342,759.  The SBA
loan  bears  interest  at an  annual  rate  of 4%  and  is  payable  in  monthly
installments of $8,010 including interest through November 1999. The payroll tax
liability  was paid during the year ended June 29, 1996.  The balance due on the
indemnity  was  $227,142  and  $312,320  at June 28,  1997  and  June 29,  1996,
respectively.

8.   INCOME TAXES

As of June 28, 1997 and June 29, 1996, the tax effects of temporary  differences
that give rise to deferred tax assets and liabilities are as follows:

                                                    1997                  1996
                                                    ----                  ----

Allowance for doubtful accounts               $      45,000       $      22,000
Inventory reserves                                   75,000                   -
Accrued expenses                                    156,000              30,000
Prepaid expenses                                   (156,000)                  -
                                              -------------            --------
         Current deferred tax asset, net            120,000              52,000
                                              -------------            --------

Net operating loss carryforwards                  3,585,000           2,155,000
Stock options                                        24,000                   -
Warranty reserves                                   188,000              90,000
Depreciation                                       (313,000)          (272,000)
Goodwill                                            (27,000)                 -
                                              -------------            --------
         Noncurrent deferred tax asset, net       3,457,000           1,973,000
                                              -------------           ---------

Valuation allowance                              (3,577,000)         (2,025,000)
                                              -------------          ----------

         Net deferred taxes                   $      -               $        -
                                              =============          ==========



                                      F-15
<PAGE>
At June 28,  1997,  the  Company has net tax  operating  loss  carryforwards  of
approximately $9,530,000 to offset future taxable income. The net operating loss
carryforwards will expire as follows:

    Fiscal Year Ending

           2010                 $ 2,500,000
           2011                   3,300,000
           2012                   3,730,000


Under Section 382 of the Internal Revenue Code,  ownership changes caused by the
IPO and the Tracker Stock Purchase,  limit the utilization of net operating loss
carryforwards originating prior to the Tracker Stock Purchase. The amount of net
operating loss  carryforwards  which may be utilized in any one year, is limited
to approximately $800,000 plus the carryforward of any unused net operating loss
limitations from prior years.

9.   COMMITMENTS AND CONTINGENCIES

The Company  leases its plant and office  facilities  from the former  principal
stockholder of Old Mako under an operating  lease,  requiring  monthly  payments
aggregating $542,400 annually and taxes associated with the property. The lease,
which expires in July 2001, provides for two seven-year renewal options.  Rental
expense under the operating lease  aggregated  $328,800 for the period from June
30, 1996 to January 16,  1997,  $278,200 for the period from January 17, 1997 to
June 28, 1997 and $578,000, for the year ended June 29, 1996.

The Company sells its boats to  independent  dealers who  typically  finance the
purchases  through  "floor  plan"  financing   arrangements  with  lenders.   In
connection  with the floor plan  financing  with  certain  dealers,  the Company
guarantees directly to lenders that they will repurchase boats with unencumbered
titles which are in unused condition if the dealer defaults on its obligation to
repay the loan.  As of June 28, 1997,  the Company was  contingently  liable for
approximately  $5,700,000 under the terms of these agreements.  During the years
ended June 28, 1997 and June 29, 1996, returns were  insignificant.  The Company
pays  certain  floor  plan  fees as part of this  arrangement.  Floor  plan fees
totaled $306,000 for the period from June 30, 1996 to January 16, 1997,  $65,000
for the period from  January 17 to June 28, 1997 and $246,000 for the year ended
June 29, 1996.

The Company  has been named as a defendant  in several  lawsuits  involving  the
operations of Old Mako. They are as follows: (i) On or about September 14, 1994,
an action was  commenced  in St.  Lucie  County,  Florida  seeking  recovery  of
$209,541  for legal  services  performed  on behalf of Old Mako,  plus costs and
prejudgment  interest.  The amended  complaint  initially  served on the Company
seeks the  successor  liability  of the Company for the debt and an avoidance of
the transfer of assets from Old Mako to the Company.  A second amended complaint
filed on or about  October 30, 1996 and a third  amended  complaint  filed on or
about April 17, 1997 restate  essentially  the same claims  against the Company.
The litigation is in the discovery stage.  (ii) On or about December 8, 1994, an
action was  commenced in Dade  County,  Florida  seeking  recovery of the sum of
$166,603,  plus  interest  and costs.  The  Complaint  alleged  that the Company
wrongfully and intentionally exercised dominion and control, and diverted to its
own use, the raw materials sold to Old Mako and subject to plaintiff's  security
interest. The Company filed a motion to dismiss the complaint, and the complaint
was dismissed. An amended complaint was filed and the Company has filed a motion
to dismiss the amended complaint.  The amended complaint alleges essentially the
same claims against the Company as the initial complaint.  The Court has not yet
ruled  on the  motion  to  dismiss  which  has been  pending  since  July  1995.
Litigation  is in the  discovery  stage.  (iii) On or about  August 2, 1995,  an
amended  impleader  complaint  was filed in Dade  County,  Florida,  seeking  an
aggregated recovery of foreign judgments "in excess" of $400,000,  attorney fees
and costs ("First Suit"). At the same time an independent  action was also filed
in Dade County,  Florida,  with a virtually identical complaint ("Second Suit").
It is expected that these lawsuits will be consolidated or the Second Suit


                                      F-16

<PAGE>
dismissed.  The six count complaints allege that the manner in which the Company
acquired the assets of Old Mako resulted in a de facto merger or in a fraudulent
transfer by Old Mako. The plaintiffs  alternatively seek to void the transfer of
the assets of Old Mako to the Company or the successor  liability of the Company
for the plaintiffs'  foreign judgments against Old Mako. The Company has filed a
motion for summary  judgment in the First Suit asserting that no de facto merger
occurred  and that the assets were  rightfully  transferred.  The Court  entered
summary  judgment in favor of the Company  with  respect to the de facto  merger
liability claim, and deferred ruling upon the fraudulent transfer claims until a
future hearing.  Litigation is in the discovery  stage. No significant  activity
has taken place since  September  1996. (iv) In June 1996, the Company was named
as  a  defendant  in  a  suit  alleging  that  the  Company   breached  a  sales
representation agreement between the plaintiffs and Old Mako which was expressly
or impliedly assumed by the Company. The complaint seeks relief of $501,800. The
Company  filed a motion for  summary  judgment in April 1997 which was denied by
the Court in July 1997.  Litigation is in the discovery  stage.  The Company has
denied liability in all of the aforementioned actions and believes that they are
defensible. CAVC has agreed to indemnify the Company for any losses and expenses
in excess of $150,000  arising out of claims against the Company for liabilities
of Old Mako that were not assumed in August 1994, except legal fees and expenses
incurred  in  the  lawsuits   described  in  items  (i)  and  (ii)  above.  CAVC
acknowledges  that the  lawsuits  described  in (i) , (ii) and  (iii)  above are
within the scope of the  indemnity  and the Company has no reason to believe the
CAVC will not fulfill its obligations  under such indemnity.  While there can be
no assurance as to the ultimate  outcome of these actions,  the Company believes
that such  actions  will not have a  material  adverse  effect on the  Company's
financial position or operations.

In July 1996, an action was commenced in Palm Beach County,  Florida against the
Company seeking an unspecified amount in damages. The Plaintiff alleges that the
Company  breached  the 1996 model year dealer  agreement by  appointing  another
dealer  within  its  territory,  seeks  declaratory  judgment  that the  Florida
Deceptive and Unfair Trade  Practices Act was violated by the  appointment  of a
new  dealer  in its  territory,  that the  appointment  of a new  dealer  in its
territory interfered with its business relationship with its customers, and that
the new dealer and Mako  conspired to  tortiuously  interfere  with its business
relationship  with  its  customers  and to  unfairly  compete.  A first  amended
complaint  filed in September 1996 restates  essentially  the same  allegations.
Litigation is in the discovery stage.

In August 1997, a purported  class  action  lawsuit was  commenced in the United
States  District  Court,  Southern  District of Florida  against the Company and
other  defendants  seeking  an  injunction  to prevent  the Merger  Transaction.
Alternatively, the plaintiff seeks to rescind the transaction if consummated, or
an accounting  and damages due to the Merger  Transaction.  The Plaintiff  class
generally alleges that the defendants have violated  fiduciary  obligations owed
to the  plaintiff  class in  pursuing  the Merger  Transaction.  The Company and
certain  other  defendants  in this  lawsuit have filed a Motion to Dismiss for,
among other things, the failure to state a cause of action

On May 27, 1997,  the Company  entered  into an  employment  agreement  with its
President.  The agreement  expires  three years from the date of the  agreement.
Pursuant to the  employment  agreement,  the  President is entitled to receive a
salary totaling  $175,000  annually.  In addition,  the President is entitled to
receive an annual  performance  bonus of up to 60% of his base salary  annually.
Pursuant to this employment agreement,  the Company granted its President a five
year option  (the  "Additional  Option") to acquire up to 35,000  shares of Mako
Common Stock at an option price of $2.125 per share (being equal to the value of
the Mako Common Stock at the close of business on the day preceding the grant).

                                      F-17

<PAGE>
10.  WARRANTS AND STOCK OPTION PLANS

     Warrants and Options Issued to Nonemployees

In connection with the Company's IPO, 1,725,000 redeemable common stock purchase
warrants were issued to the public. Each warrant entitles the holder to purchase
one share of common  stock for $4.00  per  share  during  the  four-year  period
commencing  August 23, 1996.  Additionally,  1,375,000  redeemable  common stock
purchase  warrants  were  issued to certain  persons  upon  exchange of warrants
received in connection with prior  financing.  These warrants are exercisable at
$4.00 per share commencing on August 23, 1996. With the IPO underwriter's  prior
consent,  the Company may redeem the  foregoing  warrants at a price of $.01 per
warrant,  at any time once they  become  exercisable  upon not less than 30 days
prior  written  notice if the last sale  price of the  Common  Stock has been at
least 175% of the  exercise  price of the  warrants on 20 of the 30  consecutive
trading  days  ending on the third day prior to the date on which the  notice is
given.

In connection  with the IPO, the Company sold to its  underwriter  for a nominal
consideration  a unit  purchase  option,  consisting  of the  right to  purchase
150,000 of the IPO units.  The unit purchase option is exercisable at a per unit
price of $5.76 for a period of four years commencing August 23, 1996.

On November 10, 1995, 5,000 warrants were granted to consultants  exercisable at
$4.00 per share commencing on November 10, 1996 for a period of five years.

In connection with the  acquisition of the Company,  warrants to purchase 70,000
shares of the  Company's  common  stock were issued to a bank.  The warrants are
exercisable  at  prices  ranging  from $.43 to $.71 per  share  over the  period
commencing August 31, 1997 and ending six months after the Company has satisfied
all requirements of the $1,500,000 note payable to the bank.

In connection with the Tracker Transaction, the Company issued the Anti-Dilution
option to Tracker.  In connection with the hiring of its President,  the Company
granted the Additional Option.

In fiscal 1997, the Company recorded  compensation expense of $63,600 related to
41,500 stock options granted to nonemployees of the Company.

     Fixed Stock Option Plans

Pursuant to the Company's  1995 Stock Option Plan, a total of 225,000  shares of
common stock have been  reserved for issuance at prices to be  determined by the
Stock Option Committee at the date of issuance.

                                      F-18

<PAGE>
The following is a summary of activity under the 1995 Stock Option Plan:

                                       Number of           Weighted Average
                                         Shares            Price Per Share
                                         ------            ---------------

Outstanding at July 1, 1995              40,000              $   3.06
    Granted                             121,000                  3.68
    Exercised                              -                       -
    Canceled                             (9,600)                 4.00
                                      ---------
Outstanding at June 29, 1996            151,400                  3.50
    Granted                               -
    Exercised                             -
    Canceled                             (6,000)
Outstanding at January 16, 1997         146,400
    Granted                              35,000                  2.10
    Exercised                             -                        -
    Canceled                              -                      4.00
                                      ---------
Outstanding at June 28, 1997            180,400                  3.21
                                      =========

Options exercisable at June 28, 1997    136,400                  3.31
                                      =========

Shares of common stock available for
    future grants at June 28, 1997       44,600
                                      =========


The following table summarizes information about fixed stock options outstanding
at June 28, 1997:
<TABLE>
<CAPTION>

                                 Options Outstanding                                            Options Exercisable

                             Number                                                            Number
                           Outstanding            Remaining             Weighted             Exercisable            Weighted
                              as of              Contractual             Average                as of                Average
Exercise Prices           June 28, 1997         Life (Years)         Exercise Price         June 28, 1997        Exercise Price
---------------           -------------         ------------         --------------         -------------        --------------

<S>                           <C>                   <C>                  <C>                    <C>                <C>    
    1.00 - 2.50               75,000                3.82                 $2.01                  54,667             $  2.16
    4.00 - 4.25              105,400                3.53                  4.06                  81,733                4.08

</TABLE>

The Company applies APB Opinion 25 and related interpretations in accounting for
its plans.  Accordingly,  no compensation cost has been recognized for its fixed
stock option plans. Had compensation  cost for the Company's stock been based on
fair value at the grant dates for awards under those plans  consistent with FASB
Statement 123, the Company's net loss and net loss per share for the years ended
June 28,  1997 and June 29,  1996,  on a pro  forma  basis,  would  have been as
follows:

                                      F-19

<PAGE>
                                                     1997              1996
                                                     ----              ----

Net loss                      As reported        $4,038,001        $ 2,955,775
                              Proforma            4,081,927          3,056,803

Loss per share                As reported            $0.73             $1.19
                              Proforma               $0.74             $1.23


The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option  pricing  model  with  the  following   weighted  average
assumptions:  expected  volatility  44%,  risk-free  interest rates ranging from
5.34%  to  6.63%,  expected  dividends  of $0 and  expected  lives  of 5  years.


                                      F-20

<PAGE>
SIGNATURES

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

MAKO MARINE INTERNATIONAL, INC.
(Registrant)


By: /s/ Kenneth Burroughs
Kenneth Burroughs
Chief Executive Officer, Chairman of the Board

Date:  October 13, 1997


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints KENNETH BURROUGHS as his  attorney-in-fact,  with power
of  substitution  for him in any and all  capacities,  to sign any amendments to
this report on Form 10-KSB and to file the same, with exhibits thereto and other
documents in connection  therewith,  with  Securities  and Exchange  Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  his
substitute, may do or cause to be done by virtue hereof.

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


By: /s/ Kenneth Burroughs
Kenneth Burroughs
Chief Executive Officer, Chairman
of the Board (Signing as Principal
Executive Officer and Director)

Date:  October 13, 1997





By: /s/ Stephen W. Smith
Stephen W. Smith
Chief Financial Officer (signing as
Principal Financial Officer and
Principal Accounting Officer

Date:  October 13, 1997


By:                   
Joseph Messina, Director

Date:                   


By: /s/ Joe C. Greene
Joe C. Greene, Director

Date:  October 13, 1997


By: /s/ Bruce S. Foerster
Bruce S. Foerster, Director

Date:  October 13, 1997


By: /s/ Larry Mueller
Larry Mueller, Director

Date:  October 13, 1997




<PAGE>
By: /s/ Susie Henry
Susie Henry, Director

Date:  October 13, 1997


By:  
Doug Baena, Director

Date:


<PAGE>
                                INDEX TO EXHIBITS

Except as  otherwise  noted,  each  exhibit  listed  herein is  incorporated  by
reference  to the exhibit of the same number  filed by the Company with its Form
SB-2 Registration  Statement,  Commission File Number 33-94168, on June 30, 1995
and as amended on August 15, 1995 and August 21, 1995.


Exhibit
  No.                               Description

1.3         Form of Financial  Consulting Agreement between the Company and the
            Underwriter
1.4         Underwriter's Purchase Option.
2.1         Purchase  Agreement dated February 25, 1994 between Barnett Bank of
            South Florida, N.A. and CAVC.
2.2         Agreement dated as of August 2, 1994 between CAVC and the Company.
2.3         Non-Competition Agreement dated February 29, 1994 between CAVC and 
            Robert Schwebke.
2.4         Stock Purchase  Agreement dated December 4, 1996 between the Company
            and Tracker, filed as Exhibit 2.1 to the Company's Current Report on
            Form 8-K dated December 4, 1996 and filed on December 13, 1996.
2.5         Stock Purchase  Agreement dated December 4, 1996 between Tracker and
            CAVC filed as Exhibit 2.2 to the  Company's  Current  Report on Form
            8-K dated December 4, 1996 and filed on December 13, 1996.
2.6         Plan of Merger dated August 8, 1997 between the Company and TRACKAQ
3.1         Articles of Incorporation of the Company, as amended.
3.2         By-Laws of the Company.
3.3         Amendment to By-Laws of the Company.
4.1         Specimen stock certificate of the Company's Common Stock.
4.2         Form of Warrant and Warrant Agreement.
4.3         Form of Warrant included as part of Underwriter's Purchase Option.
4.4         Warrants issued in connection with Bridge Financing.
4.5         Warrant dated August 2, 1994 of the Company issued to Barnett Bank
            of South Florida, N.A.
4.6         Forms of Secured Promissory Note, Security Agreement  (Inventory and
            Accounts), Trademark Collateral Security Agreement, and Subscription
            Agreement,  each dated April 18, 1995, issued in connection with the
            Bridge Financing.
4.7         Note and Security Agreement dated August 2, 1994 between the Company
            and Barnett Bank of South Florida, N.A.
4.8         Loan Agreement dated August 2, 1994 between the Company and CAVC, as
            amended by letter dated November 21, 1994.
4.9         Loan Agreement dated August 2, 1994 between the Company and 
            CreditAmerica.
4.10        Letter dated April 18, 1995 to the Company from CreditAmerica and
            CAVC with respect to the repayment of insider indebtedness.
4.11        Basic  Agreement  dated November 21, 1994 by and between  Brunswick
            and the Company

4.12        Secured Note dated  November 21, 1994 from the Company to Brunswick
            in  the  original  principal  amount  of  $825,000,  together  with
            Security  Agreement dated November 21, 1994 between the Company and
            Brunswick  and  Intercreditor  Agreement  dated  November  21, 1994
            between Barnett Bank of South Florida, N.A. and Brunswick.

4.13        Salt Water Joint Marketing Agreement dated November 21, 1994 between
            Mercury  Marine,  a  division  of  Brunswick  and  the  Company,  as
            supplemented  and  amended  on  November  21,  1994,  together  with
            addendum to supplement and amendment dated November 22, 1994.
4.14        Letter Agreement dated August 8, 1996 between the Company and 
            Barnett Bank.
4.15**      Second Supplement and Amendment to Saltwater Joint Marketing 
            Agreement and Additional  Agreement dated as of January 16, 1997 
            between Brunswick Corporation and the Company.
10.1        Employment Agreement dated as of January 1, 1995 between the Company
            and Douglas W. Baena.
10.2        Employment Agreement dated as of January 1, 1995 between the Company
            and Joseph J. Messina.
10.3        Employment Agreement dated as of March 1, 1995 between the Company 
            and Lawrence Tierney.


<PAGE>

10.4        Employment Agreement dated as of May 9, 1995 between the Company and
            Edward Kunuty.
10.5        Letter dated June 21, 1995 from the Company to Jeffrey Bleustein.
10.6        Agreement dated July 26, 1994 between the Company and Vincam Human
            Resources, Inc.
10.7        Floor Plan Repurchase Agreement dated December 14, 1994 between the 
            Company and Bombardier Capital Corp.
10.8        Manufacturers Financing Agreement dated July 28, 1994 between the 
            Company and TransAmerica Commercial Financial Corp.
10.9        Inventory Repurchase Agreement dated August 1, 1994 between the 
            Company and Nations Credit Commercial Corporation, Inc.
10.10       Shareholders'  Agreement  dated  February 23, 1994 among  Douglas W.
            Baena,  Harry Bresky,  Buy America,  Inc.,  Wilmont  Holdings Corp.,
            Joseph O'Sullivan,  Robert Sponheimer and Brett Schwebke and CAVC as
            amended on August 15, 1994 and October 14, 1994.
10.11       Warrant to purchase shares of Common Stock of CAVC.
10.16       Agreement dated April 18, 1995 by and among Robert C. Schwebke, 
            Douglas Baena, H. Harry Bresky, the Company and CAVC.
10.17       Agreement  dated April 18, 1995  between  CAVC and the Company  with
            respect to certain loans to and indemnifications of the Company.
10.18       Lock-up letter dated April 17, 1995 from Barnett Bank of South 
            Florida, N.A. to the Company.
10.19       Agreement by and among the Company,  CAVC and the Underwriter  dated
            April 18,  1995  pursuant  to which  certain  agreements  may not be
            amended without the prior consent of the Underwriter.
10.20       Form of Independent Dealer Agreement.
10.21       Amendment to Baena and Messina Employment Agreements.
10.22       Lock-up agreements executed in connection with Initial Public 
            Offering.
10.23       The Company's 1995 Stock Option Plan.
10.24       Amended Triple Net Lease dated April 18, 1995 between Robert C. 
            Schwebke and the Company.
10.25       Florida Mortgage and Security Agreement dated January 23, 1979 by 
            and between Robert C. Schwebke and Judith A. Schwebke and The 
            Prudential Insurance Company of America.
10.26       Mortgage and Security Agreement dated July 24, 1986 between Robert
            C. Schwebke and Barnett Bank of South Florida, N.A.
10.27       Mortgage and Security Agreement dated July 24, 1986 between Robert
            C. Schwebke and Barnett Bank of South Florida, N.A.
10.28       Mortgage Spreader and First Modification to Note and Mortgage dated 
            February 25, 1994 between Robert C. Schwebke and Barnett Bank of
            South Florida, N.A.
10.29       Form of Agreement for Sales Representation.
10.32       Promissory note dated as of June 1, 1995 from the Company to CAVC.
10.33       Promissory note dated as of June 30, 1995 from the Company to  
            CreditAmerica.
10.34       Letter regarding indemnification dated December 4, 1996, filed as 
            Exhibit 2.3 to the Company's Current Report on Form 8-K dated
            December 4, 1996 and filed on December 13, 1997.
10.35**     Amendment dated January 16, 1997 to Amended Triple Net Lease between
            Robert C. Schwebke and the Company.
10.36**     Second Amendment dated January 16, 1997 to Employment Agreement 
            between the Company and Douglas W. Baena.
10.37       Letter  Agreement  between Tracker and the Company,  and Tracker and
            CAVC,  dated January 16, 1997, filed as Exhibit 2.4 to the Company's
            Current  Report  on Form 8-K  dated  January  16,  1997 and filed on
            January 30, 1997.
10.38       Escrow Agreement dated January 16, 1997 among SunTrust Bank,  Miami,
            N.A.,  as escrow  agent,  the Company,  CAVC and  Tracker,  filed as
            Exhibit  2.5 to the  Company's  Current  Report  on Form  8-K  dated
            January 16, 1997 and filed on January 30, 1997.
10.39       Amendment  dated  January  16,  1997 to Douglas W. Baena  Employment
            Agreement,  filed as Exhibit 2.6 to the Company's  Current Report on
            Form 8-K dated January 16, 1997 and filed on January 30, 1997.


<PAGE>
10.40       Employment Agreement dated July 1, 1996 between the Company and Hugh
            Landon  Russ,  Jr.,  filed as Exhibit 2.7 to the  Company's  Current
            Report on Form 8-K dated  January  16, 1997 and filed on January 30,
            1997.
10.41       Amendment dated January 16, 1997 to Hugh Landon Russ, Jr. Employment
            Agreement,  filed as Exhibit 2.8 to the Company's  Current Report on
            Form 8-K dated January 16, 1997 and filed on January 30, 1997.
10.42       Amendment  dated  January 16, 1997 to  Lawrence  Tierney  Employment
            Agreement,  filed as Exhibit 2.9 to the Company's  Current Report on
            Form 8-K dated January 16, 1997 and filed on January 30, 1997.
10.43**     Employment Agreement dated May 14, 1997 between the Company and
            Richard Reyenger.
16.1        Letter  from  BDO  Seidman   regarding  the   Company's   change  of
            independent  accountants,  filed as  Exhibit  2.10 to the  Company's
            Current  Report  on Form 8-K  dated  January  16,  1997 and filed on
            January 30, 1997.
24.1        Power of Attorney (included on the signature page of the Company's 
            Annual Report on Form 10-KSB).
27.1**      Financial Data Schedule.
99.1**      Class Action  Complaint  filed against the Company,  its  directors,
            Tracker  and TRACKAQ on August 12,  1997 in United  States  District
            Court, Southern District of Florida.


**          Filed herewith.