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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM 10-KSB**

**AMENDMENT**

(Mark One)

[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

     EXCHANGE ACT OF 1934

     For the period from December 31, 2001 to December 31,2002 

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

     ACT OF 1934

     For the transition period from ___________ to__________

COMMISSION FILE NUMBER: 000-49924

**CENTRO SERVICES INC.**

  (Name of small business issuer in its charter)

Nevada                                                           880513395

(State or other jurisdiction of incorporation or    (IRSEmployer Identification No.)

organization)

        2602 – 1111 Beach Ave.Vancouver, BC Canada     V6E 1T9

        (Address of principal executiveoffices)                 (Zip Code)

(604) 608-4226

(Registrant’s telephone number)

  (Former name, former address and former fiscal year, if changedsince last report)

N/A

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

None

Securities registered pursuant to Section 12(g) of the ExchangeAct:

Common Stock, $0.001 Par Value

Check mark whether the issuer  (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 RegulationS-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxyor information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [x]

The issuer had no revenues for the fiscal year ended December 31, 2002.

Of the 4,526,000 shares of voting stock of the registrant issued and outstanding as ofSeptember 26, 2003, 26,000 shares are held by non-affiliates.  Because of the absence of an established trading market for thevoting stock, the registrant is unable to calculate the aggregate market value of the voting stock held by non-affiliates as of aspecified date within the past 60 days.

Transitional Small Business Disclosure Format (check one) Yes [  ]  No[x]

****

**FORM 10-KSB ANNUAL REPORT**

**FOR THE YEAR ENDED DECEMBER 31, 2002**

**CENTRO SERVICES INC.**

**TABLE OF CONTENTS**

**                                                                                                                       **

**PART I**          

Item

Item 1             Description of Business                                                                                   

Item 2             Description ofProperty                                                                        

Item 3              LegalProceedings                                                                                          

Item 4             Submission of Matters to a Vote of SecurityHolders                            

**PART II**

Item 5             Market for Common Equity and Related StockholderMatters              

Item 6             Management’s Discussion and Analysis or Plan ofOperation                

Item 7             FinancialStatements                                                                                        

Item 8             Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure                                                                                            

**PART III**

Item 9             Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the ExchangeAct                                                      

Item 10            ExecutiveCompensation                                                                                  

Item 11            SecurityOwnership of Certain Beneficial Owners and Management      

Item 12            CertainRelationships and RelatedTransactions                                    

Item 13            Exhibits andReports on Form8-K                                                                  

Item 14            Controls andProcedures                                                                                 

**Forward Looking Statements**

This report contains forward-looking statements.  The forward-looking statementsinclude

all statements that are not statements of historical fact.  The forward-lookingstatements are

often identifiable by their use of words such as “may,” “expect,”“believe,” “anticipate”

“intend,” “could,” “estimate,” or“continue,” or the negative or other variations of these

terms or comparable terms.  Our actual results could differ materially from theanticipated

results described in the forward-looking statements.  Factors that could affect ourresults

include, but are not limited to, those discussed in Item 6, “Management’sDiscussion and

Analysis or Plan of Operation” and include elsewhere in this report.

           

**PART I**

**Item1.                       Description of Business**

**Company History and Business**

**HISTORY AND ORGANIZATION**

Centro Services Inc. (“Centro”) was organized under the laws of the State ofNevada on November 21, 2001.    Centro was incorporated with an authorized capital of 100,000,000 shares of commonstock with a par value of $0.001.

Centro was organized for the purpose of creating a corporate vehicle to locate and acquirean operating business entity which management believes is a suitable acquisition candidate (a "target company").  Centro willnot restrict its search to any specific business, industry or geographical location.

Centro does not currently engage in any business activities that provide any cashflow.  The costs of identifying, investigating, and analyzing business combinations will be paid with money in Centro'streasury or loaned to Centro by management. 

Although Centro was under no obligation to do so, it has voluntarily filed a Form 10SBregistration statement because it believes that it can better facilitate its business goals if it is a "reporting issuer" under theSecurities Exchange Act of 1934 (the "Exchange Act").  Centro intends to proceed as an electronic filer when filing reportsunder the Exchange Act and, as a result, the public will in the future be able to access these reports on the SEC’s EDGARwebsite which contains reports, proxy and information statements and other information for reporting issuers.  The address ofthe SEC’s website is www.sec.gov.  Annual proxy information sent to shareholders prior to annual meetings ofshareholders will include financial statements for Centro.

**PROPOSED BUSINESS**

Centro will seek to locate and acquire a target company which, in the opinion of Centro'smanagement (sometimes referred to as the "Management"), offers long term growth potential.  Centro will not restrict itssearch to any specific business, industry or geographical location.  Centro may seek to acquire a target company which hasjust commenced operations, or which works to avail itself of the benefits of being a "reporting issuer" in order to facilitatecapital formation to expand into new products or markets.

There are certain perceived benefits to being a reporting company with a class ofregistered securities.  These are commonly thought to include the following:

*          the ability to use registeredsecurities to make acquisitions of assets or businesses;

*          increased visibility in thefinancial community;

*          the facilitation of borrowing fromfinancial institutions;

*          improved tradingefficiency;

*          shareholder liquidity;

*          greater ease in subsequentlyraising capital;

*          compensation of key employeesthrough stock options;

*          enhanced corporateimage;

*          a presence in the United Statescapital market.

A target company, if any, which may be interested in a business combination with Centromay include the following:

*          a company for which a primarypurpose of becoming public is the use of its securities for the acquisition of assets or businesses;

*          a company which is unable to findan underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;

*          a company which wishes to becomepublic with less dilution of its common stock than would occur upon an underwriting;

*          a company which believes that itwill be able obtain investment capital on more favorable terms after it has become public;

*          a foreign company which may wishan initial entry into the United States securities market;

*          a special situation company, suchas a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;

*          a company seeking one or more ofthe other perceived benefits of becoming a public company.

There is no assurance that Centro will be able to effect an acquisition of a targetcompany.  In addition, at this time, no specifics as to an acquisition or as to the nature of the target company can beprovided.

**Item2.                       Description of Property**

Centro does not have any physical property.  Centro does not lease any officepremises but has as its principal executive offices the offices of one of its directors, Keith Attoe.

**Item3.                       Legal Proceedings**

Centro is not a party to any litigation and has no knowledge of any threatened or pendinglitigation against it.

**Item4.                       Submission of Matters To A Vote of Security Holders**

No matters were submitted to a vote of security holders during the period from January 1,2003 to December 31, 2002 save and except for matters put to security holders in the normal course of business such as nominationof directors and appointment of auditors.

**PART II**

**Item5.                       Market for Common Equity and Related Stockholder Matters**

*Market for Common Stock*

There is no public trading market for Centro’s common shares in the United States orelsewhere at this time.

*Holders of Common Stock*

On December 31, 2002, there were 26 holders of record of our common stock and 4,526,000shares outstanding.  There are no indirect holdings of registered shares to outside institutions or stock brokerage firms, andwe estimate that there are no additional beneficial shareholders beyond the 26 registered shareholders at December 31,2002.

There are no outstanding options or warrants to purchase, or securities convertible intoCentro’s common stock.

*Dividends*

Centro has not declared or paid a cash dividend to stockholders since ourincorporation.  The Board of Directors presently intends to retain any earnings to finance company operations and does notexpect to authorize cash dividends in the foreseeable future.  Any payment of cash dividends in the future will depend uponour earnings, capital requirements and other factors.

*Recent Sales of Unregistered Securities*

Centro has sold a total of 4,500,000 shares Mr. Gerry Racicot and Mr. Keith Attoe,directors of the Company, in sales which, because the directors are not member of the public, did not involve a publicoffering.  These sales of unregistered securities were undertaken pursuant to Section 5 of the 1933 Securities Act.

Centro has sold a total of 26,000 shares to 26 persons resident outside of the UnitedStates under Regulation S.  All of the persons who purchased these shares are residents of Canada and have been advisedthat:

the Articles of Centro restrict the transfer of their shares;

the shares have not been registered under the Securities Act of 1933; and

the shares may not be offered or resold in the United States unless registered under the1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements(such as Regulation S or Rule 144) is available.

All persons who purchased stock represented to Centro in writing that they were purchasingthe shares for investment only and for their own account and not with a view to resale or distribution thereof, except inaccordance with applicable securities laws.

All of the certificates representing the 4,526,000 shares of common stock have beenlegended with a resale restriction legend indicating that the shares may not be eligible for resale in the United States unlessfirst registered under the Securities Act of 1934 or unless an exemption from such registration (such as Rule 144 or anotherexemption) is available.

**Item6.                       Management’s Discussion and Analysis or Plan of Operation**

The following discussion should be read in conjunction with Centro’s consolidatedfinancial statements and the notes thereto.  The discussion of results, causes and trends should not be construed to imply anyconclusion that such results or trends will necessarily continue in the future.

The statements contained herein, other than historical information, are or may be deemedto be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E ofthe Securities and Exchange Act of 1934, as amended, and involve factors, risks and uncertainties that may cause Centro’sactual results to differ materially from such statements. 

# **Critical Accounting Policies**

We believe that the estimates, assumptions and judgments involved in the accountingpolicies described below have the greatest potential impact on our financial statements, so we consider these to be our criticalaccounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we usedin applying the critical accounting policies. Within the context of these critical accounting policies, we are not currently awareof any reasonably likely event that would result in materially different amounts being reported.

# **Results of Operations**

Since incorporation in the state of Nevada on November 21, 2001, Centro has had nobusiness operations and was organized for the purpose of creating a corporate vehicle to locate and acquire an operating businessentity.

On July 17, 2002 Centro completed a Form 10SB registration with the United StatesSecurities and Exchange Commission.  As such Centro is subject to the regulations governing reporting issuers in the UnitedStates.

For the period January 1, 2003 to December 31, 2002 Centro incurred general andadministrative expenses of $312 of which $349 represented professional fees.  As this is the first full period there are nocomparable expenses.

For the period January 1, 2003 to December 31, 2002 Centro had a net loss of $312 or $0.00cents per share, using 4,526,000 shares as the weighted average common shares outstanding during the period.

# **Liquidity and Capital Resources**

During the period January 1, 2002 to December 31, 2002 Centro used $312 in cash fromoperating activities.  During this period Centro received $4,526 from proceeds on the sale of common stock and $0 in advancesfrom related parties.  As at December 31, 2002 Centro had $2,132 cash in the bank.

Centro does not currently engage in any business activities that provide any cashflow.  Centro is dependent on raising capital or receiving advances from related parties in order to meet the costs ofidentifying, investigating and analyzing business opportunities and for general corporate needs.

**New Accounting Pronouncements**

In July 2001, SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and OtherIntangible Assets were issued.  SFAS 141 requires the use of the purchase method of accounting and prohibits the use of thepooling-of-interests method of accounting for business combinations initiated after June 30, 2001.  SFAS 142 addressesfinancial accounting and reporting for acquired goodwill and other intangible assets.  SFAS 142 requires, among other things,that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually.  SFAS 142 is requiredto be applied for fiscal years beginning after December 15, 2001.  Currently, Centro has not recorded any goodwill and willassess how the adoption of SFAS 141 and SFAS 142 will impact its financial positions and results of operations in any futureacquisitions.

In August 2001, SFAS No. 144, Accounting for the Impairment or Disposal of Long-LivedAssets was issued.  The new guidance resolves significant implementation issues related to SFAS No. 121, but it retains itsfundamental provisions.  It also amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to eliminatethe exception to consolidate a subsidiary for which control is likely to be temporary.  SFAS 144 retains the requirement ofSFAS 121 to recognize an impairment loss only if the carrying amount of a long-lived asset within the scope of SFAS 144 is notrecoverable from its undiscounted cash flows an exceeds its fair value. 

At this time the adoption of SFAS No. 141, 142 and 144 have had no effect onCentro’s financial statements.

**Item7.                       Financial Statements**

The audited Consolidated Financial Statements for the period ended December 31, 2002 areincluded in this Form 10-KSB beginning on page F-1 immediately preceding the signature page.   

**Item 8.            Changes inand Disagreements With Accountants on Accounting and Financial Disclosure**

From Centro’s inception to the present, there were no disagreements withCentro’s accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope orprocedure.  In addition, there were no reportable events as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-Bthat occurred from the date of Centro’s inception to the present.

**PART III**

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

The following discussion contains disclosure concerning the directors, officers andcontrol persons of Centro.  There are no persons which have acted as a promoter, controlling person, or significant employeeof Centro other than as disclosed below.  
| Name          | Position            | Ages | Date Elected*1*2           |
|---------------|---------------------|------|----------------------------|
| Gerry Racicot | Director, President | 52   | January 3, 2002 to present |
| Keith Attoe   | Director, Treasurer | 52   | January 3, 2002 to present |

Directors, whether appointed at a meeting of stockholders or by the remaining directors,are appointed until the next annual meeting of stockholders.

 

The President, Secretary and Treasurer do not have a set term of office.  They serveat the pleasure of the Directors and can be removed at any time by the Directors under the Articles and By-Laws ofCentro.

     There are no agreements or understandings for the officers ordirectors to resign at the request of another person and the above-named officers and directors are not acting on behalf of norwill act

at the direction of any other person.

     Mr. Gerry Racicot - Mr. Racicot, age 52, brings to the Companyexperience in the management of public companies.  Mr. Racicot is also Director and President of Eiger Technology Inc., a company

which is now listed on the TSE Toronto Stock Exchange.  Mr. Racicot, through a mergerand acquisition strategy, has (together with Keith Attoe) built Eiger Technology Inc. from a small manufacturing company to adiversified technology company with over $57 million in revenues in fiscal 2000.

     Mr. Keith Attoe - Mr. Attoe, age 52, has a background infinancial and business management and advisory services. He has served in executive roles with a number of companies and is alsocurrently CFO of Eiger Technology Inc. (a US reporting issuer traded on the TSE Toronto Stock Exchange), a director of NewlookIndustries Corp. (an issuer traded on the TSX Venture Exchange) and a director of K-Tronik International Corp. (a company engagedin the manufacturing and distribution of electronic lighting ballasts and other products.  He is a chartered accountant andhas a Bachelors degree in Business Administration from the University of New Brunswick, St. John Canada.

The directors and officers of Centro are not expected, at any time, to devote more than50% of their time to the business of Centro.  None has been involved, during the past five years, in legal proceedingsdescribed in Item 401(d) of Regulation S-B.

**Item 10.          ExecutiveCompensation**

Summary Compensation Table
|                                     |                           | **Annual Compensation** | **Long-term compensation**                                         |
|-------------------------------------|---------------------------|-------------------------|--------------------------------------------------------------------|
|                                     |                           |                         |                                                                    |  | **Awards** | **Payouts** |  |
| Name and principal position         | Year

(1)                 | Salary ($)              | Bonus ($)                                                          | Other Annual Compensation ($) | Restricted Stock Award(s)

($) | Securities Underlying options/

SARs

(#) | LTIP payouts ($) | All other Compen-sation

($) |
| **(a)**                             | **(b)**                   | **(c)**                 | **(d)**                                                            | **(e)** | **(f)** | **(g)** | **(h)** | **(i)** |
| Gerry Racicot,

President, Director | 2002

  2001

  | $0

$0                  |       0

      0 | 0

0 | 0

0 | 0

0 | 0

0 | 0

0 |
| Keith Attoe

Treasurer,

Director   | 2002

2001                | $0

$0                  | 0

0                                                               | 0

0 | 0

0 | 0

0 | 0

0 | 0

0 |
|                                     |                           |                         |                                                                    |  |  |  |  |  |

(1) The term year refers to the period from January 1, 2002 to December 31,2002.

**Item 11.          Security Ownership ofCertain Beneficial Owners and Management**

The following table sets forth information regarding the beneficial ownership of shares ofCentro’s common stock as of December 31, 2002 (4,526,000 issued and outstanding) by:  (i) all stockholders known toCentro to be beneficial owners of more than 5% of the outstanding common stock; and (ii) all directors and executive officers ofCentro, and as a group (each person has sole voting power and sole dispositive power as to all of the shares shown as beneficiallyowned by them):
| Name and Address                  | Position            | Amount of Stock Beneficially Owned | Percentage of Class |
|-----------------------------------|---------------------|------------------------------------|---------------------|
| Keith Attoe                       | Director, Treasurer | 2,250,000 common                   | 49.7%               |
|                                   |                     |                                    |                     |
| Gerry Racicot                     | Director, President | 2,250,000 common                   | 49.7%               |
| Directors and officers as a group |                     | 4,500,000 common                   | 99.4%               |

**Item 12.          Certain Relationshipsand Related Transactions**

During the past two years, there have not been any transactions that have occurred betweenCentro and its officers, directors, and five percent or greater shareholders, except as follows:

On January 3, 2002 Keith Attoe purchased a total of 2,276,000 common shares of theCompany.

On January 3, 2002 Gerry Racicot purchased a total of 2,250,000 common shares of theCompany.

Certain of the officers and directors of Centro are engaged in other businesses, eitherindividually or through partnerships and corporations in which they have an interest, hold an office, or serve on a board ofdirectors.  As a result, certain conflicts of interest may arise between Centro and its officers and directors.  Centrowill attempt to resolve such conflicts of interest in favor of Centro.  The officers and directors of Centro are accountableto it and its shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity inhandling Centro’s affairs.  A shareholder may be able to institute legal action on behalf of Centro or on behalf ofitself and other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts isin any manner prejudicial to Centro.

**Item 13.          Exhibits and Reports onForm 8-K**

There were no Reports on Form 8-K filed during the period ended December 31,2002.

**Item 14.          Controls andProcedures**

Centro has established and currently maintains disclosure controls and otherprocedures designed to ensure that material information required to be disclosed in its reports filed under the Securities ExchangeAct of 1934 is recorded, processed, summarized and reported, within the time periods specified by the Securities and ExchangeCommission. In conjunction with the close of each fiscal quarter, Centro conducts a review and evaluation of the effectiveness ofCentro’s disclosure controls and procedures. It is the opinion of Centro’s principal accounting officer and President,based upon an evaluation completed within 90 days prior to the filing of this report, that Centro’s disclosure controls andprocedures are effective and ensure that any material information relating to Centro is recorded, processed, summarized andreported to its principal officers to allow timely decisions regarding required disclosures. There have been no significant changesin Centro’s internal controls or in other factors that could significantly affect internal controls subsequent to December31, 2002.

EXHIBIT INDEX

Number                                   Exhibit Description

                  Articles ofIncorporation (incorporated by reference to Exhibit 3.1 of the

                      Registration Statement on Form 10SB filed on July 17, 2002).

3.2                   By-Laws(incorporated by reference to Exhibit 3.2 of the Registration Statement on Form 10SB filed on July 17, 2002).

31                    Form ofOfficer’s Certificate

32-1            Certification ofChief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of2002.
| 32-2                Certification of ChiefFinancial Officer pursuant to 18 U.S.C. section 1350, as adopted

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**CENTRO SERVICES INC.**

**                                                                                            **

(A Company in the Development Stage)

Financial Statements

December 31, 2002

# **Monteith, Monteith & Co.**

##### **Chartered Accountants**

PARTNERS:                                                                      208 ONTARIOSTREET                                                                                       PRINCIPALS:               

STEPHEN J.  LANDERS, BA,CA                           STRATFORD, ONTARIO, N5A3H4                                          MERVYN T. DIETZ, CMA              

ROBERT B. LIGHTFOOT, BBA, CA             TELEPHONE:  (519) 271-6550   FAX:  (519)271-4796                      ROBERT W. STEINBACH,CGA

# **INDEPENDENT AUDITORS’ REPORT**

## **To the directors and shareholders of**

Centro Services Inc.:

We have audited the accompanying balance sheets of Centro Services Inc. as at December 31,2002 and 2001, and the statements of shareholders’ equity, operations and accumulated deficit, and cash flow for the periodsthen ended.  These financial statements are the responsibility of the company’s management.  Our responsibility isto express an opinion on these financial statements based on our audit.

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

In our opinion, these financial statements present fairly, in all material respects, thefinancial position of the company as at December 31, 2002 and 2001, and the results of its operations and its cash flows for theperiods then ended in accordance with generally accepted accounting principles in the United States of America.

                                                                                               Monteith, Monteith & Co.

                                                                                               CHARTERED ACCOUNTANTS

Stratford, Ontario

March 12, 2003

****

**CENTRO SERVICES INC.**

(A Company in the Development Stage)

BALANCE SHEETS

as at December 31 2002 and 2001

(US Dollars)

                                                                                                                                                                       

#### **ASSETS**

                                                                                                                       2002                          2001

                                                                                                                           $                                 $

Current:

 Cash                                                                                                             2,132                         3,724

Long-term:                                                                                                       --                              --      

                                                                                                                      2,132                        3,724    

#### **LIABILITIES AND SHAREHOLDERS’ EQUITY**

Current:

  Advances from Shareholders (Note3)                                                         --                              800

Shareholders’ Equity:

## **  Share Capital (Note4)                                                                                **4,526                          4,526  

  Accumulated Deficit (Statement2)                                                    (2,394)                      (1,602)

                                                                                                                       2,132                        2,924

                                                                                                                       2,132                        3,724

Approved on Behalf of the Board:

            “Keith Attoe”   Director

      

               *KeithAttoe                                             *

(See Accompanying Notes)

**CENTRO SERVICES INC.**

(A Company in the Development Stage)

STATEMENT of SHAREHOLDERS’ EQUITY

from November 21, 2001 (date of inception) to December 31, 2002

(US Dollars)

                                                                                                                       

                                                           

                                                                                                                                   

                                                                                          Deficit

                                                                                                                                                Accumulated         

                                                                                                                       Share               Duringthe                                                                                                                                                                          Capital            Development             

                                                                                       (Note 4)         Stage             Total            

                                                                                       $                   $                      $

Balance – November 21, 2001 (Date ofInception)           --                         --                         --          

## **Common Shares – Issued for Cash      **                         4,526             --                 4,526

Loss for thePeriod                                                           --               (1,602)             (1,602) 

## **Balance – December 31, 2001**                                        4,526        (1,602)              2,924

**Loss for theYear**                                                       --                  (792)                 (792)

 

Balance – December 31,2002                                       4,526      (2,394)                   2,132

(See Accompanying Notes)

**CENTRO SERVICES INC.**

(A Company in the Development Stage)

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

for the year ended December 31, 2002

and the period from November 21, 2001 (date of inception) to December 31,2001

(US Dollars)

                                                                                                                                                                                   

**    **                                                                      Cumulativeto          Yearended              Periodto                            

**                                                                **December 31         December 31         December31

                                                                                       2002               2002                2001

                                                                                $                         $                            $  

## **Revenue**                                                                                 --                --                        --          

Expenses:

## ** **BankCharges                                                             63                    63                       --

  Incorporation Costs                                                 2,082                  480                    1,602  

## **  Accounting and FilingCosts                                             249                  249                      --    **

## **                                                                              **

## **                                                                             2,394                 792                     1,602**          

                                                                                               

Net Loss and Comprehensive                                (2,394)           (792)                   (1,602)

Loss for the Period

Accumulated Deficit – Beginning ofPeriod              --               (1,602)                        --    

                          

Accumulated Deficit – End of Period              (2,394)           (2,394)                   (1,602)    

                                                           

                                                           

                                   

           

(See Accompanying Notes)

**CENTRO SERVICES INC.**

(A Company in the Development Stage)

STATEMENTS of CASH FLOW

for the year ended December 31, 2002

and the period from November 21, 2001 (date of inception) to December 31,2001

(US Dollars)

                                                                                                                                                                                   

**                                                               **Cumulative to        Yearended             Periodto                            

**                                                                                             December 31         December 31        December31**

                                                                                                      2002                             2002               2001

                                                                                                     $                           $                              $  

Cash Provided by (Used In) OperatingActivities:                                                                                                                                                                   

 Net Income (Loss) for the Period                       (2,394)               (792)            (1.602)

  Changes in Non-cash                               --                     --                        --                      

Working Capital Balances:                                                                                                                                                                                                                                                                                                                                                                  ( 2,394)                (792)            (1,602) 

 

Cash Provided by (Used In) Investing Activities:

  Incorporation Costs                                                --                     --                       --                     

Cash Provided by (Used In)Financing                                                 

Activities:         

Advances (to) from Shareholders                             --                  (800)                   800

Common Shares Issued                                     4,526                     --                   4,526     

                                                                          4,526                 (800)             5,326     

                                                                                                                                                                       

                                   

Net Cash Flows for the Period                2,132               (1,592)              3,724 

Cash and Cash Equivalents –                                 --                   3,724                  --                            

Beginning of Period

Cash and Cash Equivalents – End of Period        2,132              2,132                 3,724

                                                                                                                       

(See Accompanying Notes)

**CENTRO SERVICES INC.**

NOTES to the FINANCIAL STATEMENTS

December 31, 2002

Organization and Business:

Centro Services Inc. (“the Company”) was incorporated in the State of Nevada onNovember 21, 2001.  The Company is in the development stage as defined by SFAS No.7, and to date has had no businessoperations.  The Company was organized for the purpose of creating a corporate vehicle to locate and acquire an operatingbusiness. The ability of the Company to continue as a going concern is dependent on raising capital to acquire a businessventure.

2.       Significant Accounting Policies:

*Cash and Cash Equivalents*

The Company considers all highly liquid investments with original maturities of 90 days orless at the date of acquisition to be cash equivalents.

*Intangible Assets*

Incorporation costs will be amortized over a period of 10 years once active operationshave commenced.

*Estimates*

The preparation of financial statements in conformity with generally accepted accountingprinciples requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, thedisclosure of contingent assets and liabilities at the financial statement date, and the reported amounts of revenue and expensesduring the reporting period.  Actual results could differ from those estimates.

*Foreign Currency Translation*

These financial are presented in United States dollars.  In accordance with Statementof Financial Accounting Standards No. 52, foreign denominated monetary assets and liabilities are translated to their U.S. dollarequivalents using the exchange rate in effect at the balance sheet date.  Revenue and expenses are translated at average ratesof exchange during the year.  Related translation adjustments are reported as a separate component of stockholder’sequity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

**CENTRO SERVICES INC.**

NOTES to the FINANCIAL STATEMENTS

December 31, 2002

      Significant Accounting Policies –continued:

*Fair Value of Financial Instruments*

In accordance with the requirements of SFAS No. 107, the Company has determined theestimated fair value of financial instruments using available market information and appropriate valuation methodologies.  Thefair market value of financial instruments classified as current assets or liabilities, including cash and cash equivalents andaccounts payable, approximate their carrying values due to the short-term maturity of the instruments.

*Net Loss per Common Share*

Basic earnings per share includes no dilution and is computed by dividing income availableto common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per sharereflect the potential dilution by securities that could share in the earnings of the Company.  Because the Company has notissued any potentially dilutive securities, only basic loss per share is reported on the Statements of Operations and AccumulatedDeficit.

      Advances from Shareholders:

Advances from shareholders bear no interest and have no specific terms ofrepayment.

      Share Capital:

*Authorized:                 100,000,000Common Shares – with a par value of $.001 each*

Issued:

                                               December 31 2002                 December 312001     

                                               # Shares           Amount            #Share          Amount

                                                                          $                                           $

            CommonShares           4,526,000     4,526               4,526,000        4,526

During the period ended December 31, 2001, the Company issued 4,526,000 common shares forproceeds of $4,526.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

                                                                       CENTRO SERVICES INC.

Dated: September 26,2003                             By:  /s/ Keith Attoe

Keith Attoe, President and Director     

                                                                                   

In accordance with the Exchange Act, this report has been signed by the following personson behalf of the Registrant and in the capacities and on the datesindicated.          

Dated: September 26, 2003

By: /s/ Gerry Racicot

                                                                       Gerry Racicot, Treasurer, Director and CFO

                                                                       By: /s/ Keith Attoe

                                                                       Keith Attoe, President and Director

Exhibit    32-1

CHIEF EXECUTIVE OFFICER’S

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of Centro Corp. (the"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the datehereof (the  "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

      1.    The Report fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

      2.    The information contained in theReport fairly presents, in all material respects, the financial condition and results of operation of Centro Corp.

                                                                       

                                                                      By: /s/ Keith Attoe

                                                                       Keith Attoe, Director, President & CEO

                                                                       

Exhibit    32-2

CHIEF FINANCIAL OFFICER’S

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Annual Report of Centro Corp. (the"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the datehereof (the  "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

      1.    The Report fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

      2.    The information contained in theReport fairly presents, in all material respects, the financial condition and results of operation of Centro Corp.

                                                                       By: /s/ Gerry Racicot

                                                                       Gerry Racicot, Director, Treasurer and CFO

EXHIBIT 31

FORM OF OFFICER'S CERTIFICATE

PURSUANT TO SECTION 302
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______________________________
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      The undersigned hereby each certify that:

      1.    he has reviewed the report;

      2.    based on his  knowledge, the  report  does not  contain  any untrue statement of a material fact or omit to state a material factnecessary in order to make the  statements  made,  in light of the  circumstances  under which suchstatements  were made, not misleading  with respect to the period covered by the report;

      3.    based on  his knowledge,  the  financial  statements,   and  other financial  information  included inthe report,  fairly  present in all material respects the financial  condition,  results of operations and cash flows of the issuer as of, and for, the periods presented in the report;

      4.    he and the other certifyingofficers:

            a.   are responsible for establishing  and maintaining  "disclosure controls  and  procedures"  (a newly-defined  term  reflecting  the  concept of controls and procedures  related to disclosure embodied in Section 302(a)(4) of the Act) for the issuer;

            b.   have designed  such  disclosure  controls and  procedures  to ensure that material information is madeknown to them,  particularly during the period in which the periodic report is being prepared;

            c.   have evaluated the  effectiveness  of the issuer's  disclosure controls and  procedures as of a date within 90days prior to the filing date of the report; and

            d.   have  presented  in the  report  their  conclusions  about the effectiveness  of thedisclosure  controls and procedures  based on the required evaluation as of that date;

      5.    he and the other certifying officers have disclosed to the issuer's auditors  and to the audit  committee  of the  board of directors  (or  persons fulfilling the equivalent function):

            a.   all  significant  deficiencies  in the design or  operation of internal controls (a pre-existing  termrelating to internal controls  regarding financial  reporting)  which  could  adversely  affectthe  issuer's  ability to record, process, summarize and report financial data and have identified for the issuer'sauditors any material weaknesses in internal controls; and

            b.   any fraud,  whether or not material,  that involves management or  other  employees  who  havea  significant  role  in the  issuer's  internal controls; and

      6.    he and the other certifying  officers have  indicated in the report whether or not there were significant  changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation,including any corrective actions with regard to significant deficiencies and material weaknesses.

                                                                                                By: /s/ Keith Attoe

                                                                                 Keith Attoe

                                                                                                President, Director and CEO

                                                                                                 By:/s/ Gerry Racicot

                                                                                                Gerry Racicot

                                                                                                Treasurer, Director and CFO