---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

(Mark One)

x ANNUAL REPORT UNDER
  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2003

 ̈ 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. 
  (Exact name of small business issuer as specified in its charter)

|NEVADA                                           | 8805133395                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

c/o Resident Agents of Nevada 
  Suite 4-711 S. Carson 
  Carson City, Nevada 89701  (775) 882 4641 
    (Registrant's telephone number)


No former address or fiscal year

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

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

Securities registered pursuant to Section 12(g) of the Act:
  Common Stock, $0.001 Par Value

Check mark whether the issuer (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
  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 contained in this form, and no disclosure will
  be contained, to the best of registrant's knowledge, in definitive proxy or
  information statements incorporated by reference in Part III of this Form 10-KSB
  or any amendment to this Form 10-KSB. x

---

The Issuer had no revenues for the fiscal year ended December
  31, 2003.

As of December 31, 2003, the Registrant had 4,526,000 shares
  of common stock issued and outstanding. Because of the absence of an established
  trading market for the voting stock, the Registrant is unable to calculate the
  aggregate market value of the voting stock held by non-affiliates as of a specified
  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, 2003

CENTRO SERVICES INC.

TABLE OF CONTENTS

|         |                                                                                                                              | PAGE
|-------- | ---------------------------------------------------------------------------------------------------------------------------- | ----
|         |                                                                                                                              |     
|PART I   |                                                                                                                              | 3   
|         |                                                                                                                              |     
|Item 1   | Description of Business                                                                                                      | 3   
|Item 2   | Description of Property                                                                                                      | 4   
|Item 3   | Legal Proceedings                                                                                                            | 4   
|Item 4   | Submission of Matters to a Vote of Security
      Holders                                                                    | 4   
|         |                                                                                                                              |     
|PART II  |                                                                                                                              | 4   
|         |                                                                                                                              |     
|Item 5   | Market for Common Equity and Related Stockholder
      Matters                                                               | 4   
|Item 6   | Management's Discussion and Analysis or
      Plan of Operation                                                              | 6   
|Item 7   | Financial Statements                                                                                                         | 7   
|Item 8   | Changes in and Disagreements With Accountants
      on Accounting and Financial Disclosure                                   | 7   
|         |                                                                                                                              |     
|PART III |                                                                                                                              | 8   
|         |                                                                                                                              |     
|Item 9   | Directors, Executive Officers, Promoters
      and Control Persons; Compliance with Section 16(a)  of the Exchange
      Act | 8   
|Item 10  | Executive Compensation                                                                                                       | 9   
|Item 11  | Security Ownership of Certain Beneficial
      Owners and Management                                                         | 9   
|Item 12  | Certain Relationships and Related Transactions                                                                               | 10  
|Item 13  | Exhibits and Reports on Form 8-K                                                                                             | 10  
|Item 14  | Controls and Procedures                                                                                                      | 10  

Forward Looking Statements


This report contains forward-looking statements. The forward-looking
  statements include all statements that are not statements of historical fact.
  The forward-looking statements 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 the anticipated results
  described in the forward-looking statements. Factors that could affect our results
  include, but are not limited to, those discussed in Item 6, "Management's Discussion
  and Analysis or Plan of Operation" and include elsewhere in this report.

2

---

PART I

Item 1.      Description of Business

Company History and Business

Centro Services Inc.. ("CENTRO") was organized under the laws
  of the State of Nevada on November 21, 2001. CENTRO was incorporated with an
  authorized capital of 100,000,000 shares of common stock with a par value of
  $0.001.

CENTRO was organized for the purpose of creating a corporate
  vehicle to locate and acquire an operating business entity which management
  believes is a suitable acquisition candidate (a "target company"). CENTRO will
  not restrict its search to any specific business, industry or geographical location.

CENTRO does not currently engage in any business activities
  that provide any cash flow. The costs of identifying, investigating, and analyzing
  business combinations will be paid with money in CENTRO's treasury or loaned
  to CENTRO by management.

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

PROPOSED BUSINESS

CENTRO will seek to locate and acquire a target company which,
  in the opinion of CENTRO's management (sometimes referred to as the "Management"),
  offers long term growth potential. CENTRO will not restrict its search to any
  specific business, industry or geographical location. CENTRO may seek to acquire
  a target company which has just commenced operations, or which works to avail
  itself of the benefits of being a "reporting issuer" in order to facilitate
  capital formation to expand into new products or markets.

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

- the ability to use registered securities to make acquisitions of assets
  or businesses; 
  - increased visibility in the financial community;

3

---

- the facilitation of borrowing from financial institutions;
  
  - improved trading efficiency; 
  - shareholder liquidity; 
  - greater ease in subsequently raising capital;
  - compensation of key employees through stock options; 
  - enhanced corporate image; 
  - a presence in the United States capital market.

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

- a company for which a primary purpose of becoming public
  is the use of its securities for the acquisition of assets or businesses; 
  - a company which is unable to find an underwriter of its securities or is unable
  to find an underwriter of securities on terms accept- able to it; 
  - a company which wishes to become public with less dilution of its common stock
  than would occur upon an underwriting; 
  - a company which believes that it will be able obtain investment capital on
  more favorable terms after it has become public; 
  - a foreign company which may wish an initial entry into the United States securities
  market; 
  - a special situation company, such as a company seeking a public market to
  satisfy redemption requirements under a qualified Employee Stock Option Plan;
  - a company seeking one or more of the other perceived benefits of becoming
  a public company.

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

Item 2.      Description of Property

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

Item 3.      Legal Proceedings

The Company is not a party to any litigation and has no knowledge
  of any threatened or pending litigation against it.

Item 4.      Submission of Matters
  To A Vote of Security Holders

No matters were submitted to a vote of security holders during
  the fourth quarter of the fiscal year ended December 31, 2003.

PART II

Item 5.      Market for Common Equity and Related
  Stockholder Matters

4

---

Market for Common Stock

There is no public trading market for our common shares in
  the United States or elsewhere at this time.

Holders of Common Stock

On December 31, 2003, there were 28 holders of record of our
  common stock and 4,526,000 shares outstanding. There are no indirect holdings
  of registered shares to outside institutions or stock brokerage firms, and we
  estimate that there are no additional beneficial shareholders beyond the 28
  registered shareholders at December 31, 2003.

There are no outstanding options or warrants to purchase,
  or securities convertible into CENTRO's common stock.

Dividends

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

Recent Sales of Unregistered Securities

CENTRO has sold a total of 4,526,000 shares to 2 of its directors
  and officers in sales which, because the directors and officers are not member
  of the public, did not involve a public offering. These sales of unregistered
  securities were under- taken 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 United States under Regulation S. All of the persons who purchased
  these shares are residents of Canada and have been advised that:

- 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 the 1933 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 purchasing the shares for investment only and for their own account
  and not with a view to resale or distribution thereof, except in accordance
  with applicable securities laws.

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

5

---

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

The following discussion should be read in conjunction with
  the Company's consolidated financial statements and the notes thereto. The discussion
  of results, causes and trends should not be construed to imply any conclusion
  that such results or trends will necessarily continue in the future.

The statements contained herein, other than historical information,
  are or may be deemed to be forward-looking statements within the meaning of
  Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
  Securities and Exchange Act of 1934, as amended, and involve factors, risks
  and uncertainties that may cause the Company's actual results to differ materially
  from such statements. These factors, risks and uncertainties, include the relatively
  short operating history of the Company; market acceptance and availability of
  products and services; the impact of competitive products, services and pricing;
  possible delays in the shipment of new products; and the availability of sufficient
  financial resources to enable the Company to expand its operations.

Critical Accounting Policies

We believe that the estimates, assumptions and judgments involved
  in the accounting policies described below have the greatest potential impact
  on our financial statements, so we consider these to be our critical accounting
  policies. Because of the uncertainty inherent in these matters, actual results
  could differ from the estimates we used in applying the critical accounting
  policies. Within the context of these critical accounting policies, we are not
  currently aware of 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, the Company has had no business operations and was organized for the purpose
  of creating a corporate vehicle to locate and acquire an operating business
  entity.

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

For the year ended December 31, 2003 the Company incurred
  general and administrative expenses of $1,437 of which $1,337 represented professional
  fees. The Company incurred comparable general and administrative expenses of
  $792 for the year ended December 31, 2002.

For the year ended December 31, 2003 the Company had a net
  loss of $$1,437 or $0.00 cents per share. During the year ended December 31,
  2002 the Company had a net loss of $792.

Liquidity and Capital Resources

For the year ended December 31, 2003 the Company used $1,437
  in cash from operating activities. During this year the Company received $12
  in advances from shareholders. During the year ended December 31, 2002 the Company
  used $792 in cash from operating activities and received $800 in advances from
  shareholders. As at December 31, 2003 the Company had $707 cash in the bank.

6

---

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

The Company's plan of operations for the next 12 months is
  to continue to locate and acquire an operating business entity. To the extent
  that this search and the Company's limited ongoing operations create cash requirements,
  it is anticipated that the Company's directors and officers will lend required
  funds to the Company or purchase additional equity. No product research or development
  have been, or are at this time planned to be, undertaken. No purchases or sales
  of plant and significant equipment have been, or at this time are planned to
  be, undertaken. No employees have been hired and there are no planned hirings
  at this time.

New Accounting Pronouncements

In July 2001, SFAS No. 141, Business Combinations and SFAS
  No. 142, Goodwill and Other Intangible Assets were issued. SFAS 141 requires
  the use of he purchase method of accounting and prohibits the use of the pooling-of-interests
  method of accounting for business combinations initiated after June 30, 2001.
  SFAS 142 addresses financial 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 required to be applied for fiscal years beginning after
  December 15, 2001. Currently, we have not recorded any goodwill and will assess
  how the adoption of SFAS 141 and SFAS 142 will impact its financial positions
  and results of operations in any future acquisitions.

In August 2001, SFAS No. 144, Accounting for the Impairment
  or Disposal of Long-Lived Assets was issued. The new guidance resolves significant
  implementation issues related to SFAS No. 121, but it retains its fundamental
  provisions. It also amends Accounting Research Bulletin No. 51, Consolidated
  Financial Statements, to eliminate the exception to consolidate a subsidiary
  for which control is likely to be temporary. SFAS 144 retains the requirement
  of SFAS 121 to recognize an impairment loss only if the carrying amount of a
  long-lived asset within the scope of SFAS 144 is not recoverable 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 on the Company's financial statements.

Inflation

Management does not believe that inflation had a material
  adverse affect on the financial statements for the periods presented.

Item 7.      Financial Statements

The audited Consolidated Financial Statements are included
  in this Form 10-KSB beginning on page F-1 following the signature page.

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

During the Company's two most recent fiscal years and any
  subsequent interim period, there were no disagreements with the Company's accountants
  on any matter of accounting principle or practices, financial statement disclosure
  or auditing scope or procedure. In addition, there were no reportable events
  as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred
  within the Company's two most recent fiscal years and the subsequent interim
  periods.

7

---

Item 8A      Controls and Procedures

CENTRO has established and currently maintains disclosure
  controls and other procedures designed to ensure that material information required
  to be disclosed in its reports filed under the Securities Exchange Act of 1934
  is recorded, processed, summarized and reported, within the time periods specified
  by the Securities and Exchange Commission. In conjunction with the close of
  each fiscal quarter, CENTRO conducts a review and evaluation of the effectiveness
  of CENTRO'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 and procedures are effective and ensure that any material information
  relating to CENTRO is recorded, processed, summarized and reported to its principal
  officers to allow timely decisions regarding required disclosures. There have
  been no significant changes in CENTRO's internal controls or in other factors
  that could significantly affect internal controls subsequent to December 31,
  2003.

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 and control persons of the Company.  There are no persons which have acted as a promoter, controlling person, or significant employee of the Company other than as
disclosed below.

|Name          | Position                                                     | Ages | Date Elected*1*2
|------------- | ------------------------------------------------------------ | ---- | ----------------
|Keith Attoe   | President and Director                                       | 53   | January 3, 2002 
|Gerry Racicot | Director and Treasurer   And Chief Financial 
       Officer | 53   | January 3, 2002 
|Linda Attoe   | Director and Secretary                                       | 51   | January 3, 2002 

|1. | Directors, whether appointed at a meeting of stockholders
        or by the remaining directors, are appointed until the next annual meeting
        of stockholders.                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | The President, Secretary and Chief financial Officer
        and Treasurer do not have a set term of office. They serve at the pleasure
        of the Directors and can be removed at any time by the Directors under
        the Articles and Bylaws of the Company.

Mr. Keith Attoe  Mr. Attoe, age 53, has an extensive
  background in business management, capital matkets and advisory services. He
  has served in executive roles with a number of public companies and is currently
  an independent derivatives trader, corporate finance consultant through Cognitive
  Finance Inc. and serves as a trustee of the Attoe Foundation. He has a Bachelor
  of Business Administration and became a Chartered ccountaant in 1978. As well,
  Mr. Attoe has successfully completed the Managers and Directors program at INSEAD,
  France and is a Chartered Director Candidate at McMaster University/conference
  Board of Canada.

Mr. Gerry Racicot  Mr. Racicot, age 53, brings to the
  Company experience in the management of public companies. Mr. Racicot is also
  Director and President of Eiger Technology, Inc. a Canadian company listed on
  the TSX Toronto Stock Exchange that operates as a management holding company.
  Additionally, Mr. Racicot is currently President of Newlook Industries Corp.,
  a Canadian company listed on the TSX-Venture Exchange. Mr. Racicot has had a
  long career in business administration and management.

8

---

Ms. Linda Attoe  age 51  Ms. Attoe works in the
  field of psychology. She brings to the Company an understanding of human behaviour
  and sound business and ethical judgement. Ms. Attoe has an undergraduate Degree
  in Psychoanalytic Thought from the University of Toronto, a Masters degree in
  Psychology and is a member of the Consciousness and Trading Project at Cognitive
  Finance Inc.

The directors and officers of CENTRO are not expected, at
  any time, to devote more than 50% of their time to the business of CENTRO. None
  has been involved, during the past five years, in legal proceedings described
  in Item 401(d) of Regulation S-B.

|Item 10.      Executive
      Compensation
|------------------------------------------
|Summary Compensation Table                

|                                           |                 | Annual Compensation | Long-term compensation
|------------------------------------------ | --------------- | ------------------- | ----------------------
|                                           |                 |                     |                       
|Name and
      principal
      position(a) | Year(b)         | Salary
      ($)(c) | Bonus
      ($)(d)    
|Keith Attoe,  President                    | 2003
      2003 | 0
      0           | 0
      0             
|Gerry   Racicot, CFO
      and Treasurer   | 2003
      2002 | 0
      0           | 0
      0             
|Linda Attoe,  Secretary                    | 2003
      2002 | 0
      0           | 0
      0             

Item 11.      Security Ownership of Certain Beneficial
  Owners and Management

The following table sets forth information regarding the beneficial ownership
  of shares of CENTRO's common stock as of December 31, 2003 (90,000 issued and
  out- standing) by: (i) all stockholders known to CENTRO to be beneficial owners
  of more than 5% of the outstanding common stock; and (ii) all directors and
  executive officers of CENTRO, and as a group (each person has sole voting power
  and sole dispositive power as to all of the shares shown as beneficially owned
  by them):

9

---

|Name and |          | Amount of Stock    | Percentage
|-------- | -------- | ------------------ | ----------
|Address  | Position | Beneficially Owned | of Class  

|Keith               | Director,         |                  |      
|------------------- | ----------------- | ---------------- | -----
|Attoe(1)            | President         | 2,250,000 common | 49.7%
|                    |                   |                  |      
|Gerry               | Director,         |                  |      
|Racicot,            | CFO and Treasurer | 2,250,000 common | 49.7%
|                    |                   |                  |      
|Linda               | Director,         |                  |      
|Attoe (2),          | Secretary         | 0 common         | 0%   
|                    |                   |                  |      
|Directors and       |                   |                  |      
|officers as a group |                   | 4,250,000 common | 99.4%

Item 12.      Certain Relationships
  and Related Transactions

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

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

Keith Attoe, Director and President, purchased 2,276,000 common
  shares on January 3, 2002.

Gerry Racicot, Director and Chief Financial Officer and Treasurer,
  purchased 2,250,000 common shares on January 3, 2002.

Certain of the officers and directors of the Company are engaged
  in other businesses, either individually or through partnerships and corporations
  in which they have an interest, hold an office, or serve on a board of directors.
  As a result, certain conflicts of interest may arise between the Company and
  its officers and directors. The Company will attempt to resolve such conflicts
  of interest in favor of the Company. The officers and directors of the Company
  are accountable to it and its shareholders as fiduciaries, which requires that
  such officers and directors exercise good faith and integrity in handling the
  company's affairs. A shareholder may be able to institute legal action on behalf
  of the Company or on behalf of itself and other similarly situated shareholders
  to recover damages or for other relief in cases of the resolution of conflicts
  is in any manner prejudicial to the Company.

Item 13.      Exhibits and Reports
  on Form 8-K

There were no Reports on Form 8-K filed during the period
  ended December 31, 2003.

Item 14.      Controls and Procedures

The Company has established and currently maintains disclosure
  controls and other procedures designed to ensure that material information required
  to be disclosed in its reports filed under the Securities Exchange Act of 1934
  is recorded, processed, summarized and reported, within the time periods specified
  by the Securities and Exchange Commission. In conjunction with the close of
  each fiscal quarter, the Company conducts a review and evaluation of the effectiveness
  of the Company's disclosure controls and procedures. It is the opinion of the
  Company's Chief Executive Officer and President, based upon an evaluation completed
  within 90 days prior to the filing of this report, that the Company's

10

---

disclosure controls and procedures are effective and ensure
  that any material information relating to the Company is recorded, processed,
  summarized and reported to its principal officers to allow timely decisions
  regarding required disclosures. There have been no significant changes in the
  Company's internal controls or in other factors that could significantly affect
  internal controls subsequent to December 31, 2003.

EXHIBIT INDEX

|Number | Exhibit Description                                                                                                                               
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                   
|3.1    | Articles of Incorporation (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)                        
|       |                                                                                                                                                   
|31.1   | Section 302 certification
      of the CEO                                                                                                        
|       |                                                                                                                                                   
|31.2   | Section 302 certification
      of the CFO                                                                                                        
|       |                                                                                                                                                   
|32     | Section 906 certification
      of the CEO and CFO                                                                                                

SIGNATURE

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

| | CENTRO SERVICES INC.
| | --------------------

|Dated: July 15, 2004 | By: /s/ Keith Attoe                 
|-------------------- | ------------------------------------
|                     | Keith Attoe, President and Director,

|Dated: July 15, 2004 | By: /s/ Gerry Racicot       
|-------------------- | ----------------------------
|                     | Gerry Racicot, Director, CFO
|                     | Treasurer                   

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

|Dated: July 15, 2004 | By: /s/ Keith Attoe  
|-------------------- | ---------------------
|                     | Keith Attoe, Director

11

---

CENTRO SERVICES INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                               | PAGE
|-------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                               |     
|Index to Consolidated Financial Statements                                                                     | F-1 
|                                                                                                               |     
|Auditors' Report                                                                                               | F-3 
|                                                                                                               |     
|Balance Sheet as at December 31, 2003 and
      December 31, 2002                                              | F-4 
|                                                                                                               |     
|Statement of Operations and Accumulated
      Deficit from November 21, 2001 (inception)  to December 31, 2003 | F-5 
|                                                                                                               |     
|Statement of Shareholder's Equity from
      November 21, 2001 (inception) to  December 31, 2003               | F-6 
|                                                                                                               |     
|Statement of Cash Flow for the years ended
      December 31, 2003 and December 31, 2002                       | F-7 
|                                                                                                               |     
|Notes to Financial Statements                                                                                  | F-8 

F-1

---

CENTRO SERVICES INC. 
  (A Development Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2003

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDER'S EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

F-2

---

Monteith, Monteith & Co.

Chartered Accountants

Partners: 208 Ontario Street Principals 
  STRATFORD, ONTARIO N5A 3H4 
  STEPHEN LANDERS, BA, CA Telephone: (519)271-6550 Fax: (519) 271-4796 MERVYN
  DIETZ,
  CMA ROBERT B. LIGHTFOOT, BBA, CA email:administrator@monteith.on.ca 
  ROBERT W. STEINBACH, CGA

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, 2003 and 2002 and the statements of shareholders'
  equity, operations and accumulated deficit, and cash flow for the periods then
  ended. These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audit.

We conducted our audit in accordance with generally accepted
  accounting principles in the United States of America. Those standards require
  that we plan and perform an audit to obtain reasonable assurance 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, these financial statements present fairly,
  in all material respects, the financial position of the Company as at December
  31, 2003 and 2002, and the results of its operations and cash flows for the
  periods then ended in accordance with generally accepted accounting principles
  in the United States.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has no business operations and has incurred
  losses since inception raising substantial doubt about the Company's ability
  to continue as a going concern. Management's plans in regard to these matters
  are also described in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

|Signed: Monteith & Monteith
|---------------------------
|CHARTERED ACCOUNTANTS      

Stratford, Ontario 
  February 21, 2004

F-3

---

CENTRO SERVICES INC. 
  (A Development Stage Company)

BALANCE SHEETS 
  as at December 31, 2003 and 2002 
  (US Dollars)

|           |      |  |          | 
|---------- | ---- |  | -------- | 
|           |      |  |          | 
|ASSETS    
|           |      |  |          | 
|           | 2003 |  | 2002     | 
|           | $    |  | $        | 
|           |      |  | Amended  | 
|           |      |  | (note 5) | 
|CURRENT    |      |  |          | 
|           |      |  |          | 
|Cash       | 707  |  | 2,132    | 
|           |      |  |          | 
|Long Term: | --   |  | --       | 
|           |      |  |          | 
|           |      |  |          | 
|           |      |  |          | 
|           | 707  |  | 2,132    | 

LIABILITIES AND SHAREHOLDERS' EQUITY

|Current:                                           |        |   |        |  
|-------------------------------------------------- | ------ | - | ------ | -
|                                                   |        |   |        |  
|Advances from Shareholders
      (Note 3)          | 12     |   | -      |  
|                                                   |        |   |        |  
|Shareholders' Equity:                              |        |   |        |  
|                                                   |        |   |        |  
|Share Capital (Note 4)                             | 4,526  |   | 4,526  |  
|                                                   |        |   |        |  
|Deficit accumulated
      during development stage | (3,831 | ) | (2,394 | )
|                                                   | 695    |   | 2,132  |  
|                                                   |        |   |        |  
|                                                   | 707    |   | 2,132  |  
|Approved on Behalf of the Board:                   |        |   |        |  

|"Keith Attoe" | Director
|------------- | --------
|Keith Attoe   |         




F-4

---

CENTRO SERVICES INC. 
  (A Company in the Development Stage)STATEMENTS of OPERATIONS and ACCUMULATED DEFICIT 
  FOR THE YEARS ENDED December 31, 2003 and 2002 
  (US Dollars)

|                                              | Cumulative |   | Year      |   | Year      |  
|--------------------------------------------- | ---------- | - | --------- | - | --------- | -
|                                              | to         |   | Ended     |   | Ended     |  
|                                              | December   |   | December  |   | December  |  
|                                              | 31, 2003   |   | 31, 2003  |   | 31, 2002  |  
|                                              | $          |   | $         |   | $         |  
|                                              |            |   |           |   | Amended   |  
|                                              |            |   |           |   | (Note 5)  |  
|                                              |            |   |           |   |           |  
|Revenue                                       | --         |   | --        |   | --        |  
|                                              |            |   |           |   |           |  
|Expenses:                                     |            |   |           |   |           |  
|Bank Charges                                  | 163        |   | 100       |   | 63        |  
|Incorporation Costs                           | 2,082      |   | --        |   | 480       |  
|Professional fees                             | 1,586      |   | 1,337     |   | 249       |  
|                                              |            |   |           |   |           |  
|                                              | 3,831      |   | 1,437     |   | 792       |  
|                                              |            |   |           |   |           |  
|                                              |            |   |           |   |           |  
|Net Loss and Comprehensive Loss for  the Year | (3,831     | ) | (1,437    | ) | (792      | )
|                                              |            |   |           |   |           |  
|Accumulated Deficit  Beginning of Year       | --         |   | (2,394    | ) | (1,602    | )
|                                              |            |   |           |   |           |  
|Accumulated Deficit - End of Year             | (3,831     | ) | (3,831    | ) | (2,394    | )
|                                              |            |   |           |   |           |  
|                                              |            |   |           |   |           |  
|Basic
      Net Loss per Share:               | 0.00       |   | 0.00      |   | 0.00      |  
|                                              |            |   |           |   |           |  
|Weighted
      Average No. of                 |            |   |           |   |           |  
|Common Shares Outstanding:                    | 4,526,000  |   | 4,526,000 |   | 4,526,000 |  

(See Accompanying Notes)

F-5

---

CENTRO SERVICES INC. 
  (A Company in the Development Stage) 
  STATEMENT OF SHAREHOLDERS' EQUITYFrom November 21, 2001 (date of inception) to December 31, 2003 
  (US Dollars)

|                                                 |          |  | Deficit     |   |        |  
|------------------------------------------------ | -------- |  | ----------- | - | ------ | -
|                                                 |          |  | Accumulated |   |        |  
|                                                 | Share    |  | During the  |   |        |  
|                                                 | Capital  |  | Development |   |        |  
|                                                 | (Note 4) |  | Stage       |   | Total  |  
|                                                 | $        |  | $           |   | $      |  
|                                                 |          |  | Amended     |   |        |  
|                                                 |          |  | (Note 5)    |   |        |  
|                                                 |          |  |             |   |        |  
|Balance  November 21, 2001 (Date of  Inception) | --       |  | --          |   | --     |  
|                                                 |          |  |             |   |        |  
|                                                 |          |  |             |   |        |  
|Common Shares  Issued for Cash                  | 4.526    |  | --          |   | 4,526  |  
|Loss for the Period ended December 31, 2001      | --       |  | (1,602      | ) | (1,602 | )
|                                                 |          |  |             |   |        |  
|Balance December 31, 2001                        | 4,526    |  | (2,394      | ) | 2,132  |  
|                                                 |          |  |             |   |        |  
|Loss for the Year ended December 31,
      2002  | --       |  | (792        | ) | (792   | )
|                                                 |          |  |             |   |        |  
|Balance - December 31, 2002                      | 4,526    |  | (2,394      | ) | 2,132  |  
|                                                 |          |  |             |   |        |  
|Loss for the Year ended December 31,
      2003  | -        |  | (1,437      | ) | (1,437 | )
|                                                 |          |  |             |   |        |  
|                                                 |          |  |             |   |        |  
|Balance - December 31, 2003                      | 4,526    |  | (3,831      | ) | 695    |  

(See Accompanying Notes)

F-6

---

CENTRO SERVICES INC.
  (A Company in the Development Stage) STATEMENTS of CASH FLOW
  For the years ended December 31, 2003 and 2002 
  (US Dollars)

|                                                        | Cumulative to |   | Year Ended |   | Year Ended   |  
|------------------------------------------------------- | ------------- | - | ---------- | - | ------------ | -
|                                                        | December 31,  |   | December   |   | December 31, |  
|                                                        | 2003          |   | 31, 2003   |   | 2002         |  
|                                                        | $             |   | $          |   | $            |  
|                                                        |               |   |            |   | Amended      |  
|                                                        |               |   |            |   | (Note 5)     |  
|                                                        |               |   |            |   |              |  
|Cash Provided by (Used In) Operating Activities:        |               |   |            |   |              |  
|Net Income (loss) for the year                          | (3,831        | ) | (1,437     | ) | (792         | )
|                                                        |               |   |            |   |              |  
|                                                        |               |   |            |   |              |  
|Changes in
      Non-cash Working Capital Balances:     | -             |   | --         |   | --           |  
|                                                        |               |   |            |   |              |  
|NET CASH USED IN OPERATING ACTIVITIES                   | (3,831        | ) | (1,437     | ) | (792         | )
|                                                        |               |   |            |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                    |               |   |            |   |              |  
|Advances (to) from shareholders                         | 12            |   | 12         |   | (800         | )
|Common Shares issued                                    | 4,526         |   | --         |   | --           |  
|                                                        |               |   |            |   |              |  
|NET CASH FLOWS FROM FINANCING                           | 4,538         |   | 12         |   | (800         | )
|ACTIVITIES                                              |               |   |            |   |              |  
|                                                        |               |   |            |   |              |  
|Net Cash Flows for the Year                             | 707           |   | (1,425     | ) | (1,592       | )
|                                                        |               |   |            |   |              |  
|Cash and Cash Equivalents 
      Beginning of the Year | --            |   | 2,132      |   | 3,724        |  
|                                                        |               |   |            |   |              |  
|Cash and Cash Equivalents 
      End of the Year       | 707           |   | 707        |   | 2,132        |  

(See Accompanying Notes)

F-7

---

CENTRO SERVICES INC. 
  (A Company in the Development Stage)

NOTES to the FINANCIAL STATEMENTS

DECEMBER 31, 2003

|1. | Organization and Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Centro Services Inc. ("the Company") was incorporated
        in the state of Nevada on November 21, 2001. The Company is in the development
        stage as defined by SFAS No. 7, and to date has had no business operations.
        The Company was organized for the purpose of creating a corporate vehicle
        to locate and acquire an operating business. The ability of the Company
        to continue as a going concern is dependent on raising capital to acquire
        a business venture.
|  
|2. | Significant Accounting Policies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | (a)       Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | The company considers all highly liquid investments
        with original maturities of 90 days or less at the date of acquisition
        to be cash equivalents.                                                                                                                                                                                                                                                                                                                                              
|  

| | (b)Intangible
      Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Goodwill arising on business acquisitions
        is recorded at cost. No amortization is  provided, but the carrying
        value is assessed each year for impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)       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, the disclosure of  contingent
        assets and liabilities at the financial statement date, and the reported 
        amounts of revenue and expenses during the reporting period. Actual results 
        could differ from those estimates.                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d)       Foreign Currency
      Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | These financial statements are presented
        in United States dollars. In accordance  with Statement of Financial
        Accounting Standards No. 52, foreign denominated  monetary assets
        and liabilities are translated to their U.S. dollar equivalents using 
        the exchange rate in effect at the balance sheet date. Revenue and expenses
        are  translated at the average rate of exchange for the year. Related
        translation  adjustments are reported as a separate component of
        stockholders' equity,  whereas gains or losses resulting from foreign
        currency translation transactions  are included in results of operations.

F-8

---

CENTRO SERVICES INC. 
  (A Company in the Development Stage)

NOTES to the FINANCIAL STATEMENTS

December 31, 2003

|2. | Significant Accounting Policies - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (e) Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | In accordance with the requirements of SFAS No.107,
        the Company has determined the estimated fair value of financial instruments
        using available market information and appropriate valuation methodologies.
        The fair value of financial instruments classified as current assets or
        liabilities, including cash and cash equivalents and accounts payable,
        approximate their carrying values due to the short-term maturity of the
        instruments.

|  
|--
|  
|  
|  
|  
|3.
|  
|  
|  
|4.
|  

| | Authorized: | 100,000,000 Common  Shares   
      with  a  par value of $0.001 each
| | ----------- | ----------------------------------------------------------------------

| | Issued:       | December 31, 2003 | December 31, 2002
| | ------------- | ----------------- | -----------------
| |               | # of shares       | Amount           
| | Common shares | 4,526,000         | $4,526           

|5. | Amended Financial Statements  December 31, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The December 31, 2002 financial statements were
        amended to recognize incorporation costs of $2,082 as a period expense
        rather than an intangible long- term asset.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|6. | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | The Company has not granted or paid any stock-based compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|7. | Recent Accounting Pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | In April 2003, the Financial Accounting Standards Board (FASB) issued
          Statement of Financial Accounting Standards (SFAS) No. 149, "Amendment
          of Statement 133 on Derivative Instruments and Hedging Activities",
          effective for contracts entered into or modified after September 30,
          2003. This amendment clarifies when a contract meets the characteristics
          of a derivative, clarifies when a derivative contains a financing component
          and amends certain other existing pronouncements. The Company believes
          the adoption of the SFAS No.149 will not have a material effect on the
          Company's financial statements.
        In May 2003, the FASB issued SFAS No. 150, "Accounting
          for Certain Financial Instruments with Characteristics of both Liabilities
          and Equity." SFAS No. 150 is effective for Financial Instruments entered
          into or modified after May 31, 2003 and otherwise is effective at the
          beginning of the first interim period after June 15, 2003. SFAS No.
          150 requires the classification as a liability of any financial instruments
          with a mandatory redemption feature, an obligation to repurchase equity
          shares, or a conditional obligation based on the issuance of a variable
          number of its equity shares. The Company believes the adoption of SFAS
          No. 150 will not have a material effect on the Company's financial statements.
        In January 2003, the FASB issued FASB Interpretation
          No.46, " Consolidation of Variable Interest Entities" (FIN 46). FIN
          46 states that companies that have exposure to the economic risks and
          potential rewards from another entity's assets and activities have a
          controlling financial interest in a variable interest equity and should
          consolidate the entity, despite the absence of clear control through
          a voting equity interest. The consolidation requirements apply to all
          variable interest equities created after January 31, 2003. For variable
          interest entities that existed prior to February 1, 2003, the consolidation
          requirements are effective for annual or interim periods beginning after
          June 15, 2003. Disclosure of significant variable interest entities
          is required in all financial statements issued after January 31, 2003,
          regardless of when the variable interest was created. The Company does
          not expect the adoption of FIN 46 to have a material impact on its financial
          statements.

F-9

---