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

                                   FORM 10-KSB/A

[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 November 5, 1997, the number of shares  outstanding of the issuer's common
stock was 9,055,000.



<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.
<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    $ 20,413,657
Net loss                                     $(4,595,635)   $ (3,751,938)

Loss per share                                    $(0.51)        $(0.41)


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:  November 6, 1997


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:  November 6, 1997


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

Date:  November 6, 1997


By:                   
Joseph Messina, Director

Date:                   

<PAGE>

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

Date:  November 6, 1997


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

Date:  November 6, 1997


By: /s/ Larry Mueller*
Larry Mueller, Director

Date:  November 6, 1997


By: /s/ Susie Henry*
Susie Henry, Director

Date:  November 6, 1997


By:  
Doug Baena, Director

Date:


*By:  /s/ Kenneth Burroughs
 Kenneth Burroughs, attorney-in-fact