U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM 10-KSB**

**AMENDMENT**

(MarkOne)

[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 __________

COMMISSIONFILE NUMBER: 000-49924

**CENTRO SERVICES INC.**

  (Name of small business issuer in its charter)

Nevada                                                                 880513395

(State or other jurisdiction of incorporationor              (IRS Employer Identification No.)

organization)

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

        (Address ofprincipal executive offices)                (Zip Code)

(604) 608-4226

(Registrant’s telephone number)

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

N/A

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

None

Securities registered pursuant to Section 12(g) of theExchange Act:

Common Stock, $0.001 Par Value

Checkmark 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 was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days.  Yes  [x]  No [  ]

Check ifthere is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB.  [x]

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

Of the4,526,000 shares of voting stock of the registrant issued and outstanding as ofSeptember 26, 2003, 26,000 shares are held by non-affiliates.  Because ofthe absence of an established trading market for the voting stock, theregistrant is unable to calculate the aggregate market value of the votingstock held by non-affiliates as of a specified date within the past 60 days.

TransitionalSmall 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

Item1                    Description of Business

Item2                    Description of Property

Item3                    Legal Proceedings

Item4                    Submission of Matters to a Vote of Security Holders

**PART II**

Item5                    Market for Common Equity and Related Stockholder Matters

Item6                    Management’s Discussion and Analysis or Plan of Operation

Item7                    Financial Statements

Item8                    Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure

**PART III**

Item9                    Directors, Executive Officers, Promoters and Control Persons; Compliance withSection 16(a) of the Exchange Act

Item10                  Executive Compensation

Item11                  Security Ownership of Certain Beneficial Owners and Management

Item12                  Certain Relationships and Related Transactions

Item13                  Exhibits and Reports on Form 8-K

Item14                  Controls and Procedures

**Forward Looking Statements**

Thisreport contains forward-looking statements.  The forward-lookingstatements include

allstatements that are not statements of historical fact.  Theforward-looking statements are

‏often,‐identifiable,‐by,‒their–use,—of,―words,‖such, ̳as,‘may,’expect,&8218;believe,&8219;anticipate,“intend,”“could,” “estimate,” or “continue,” or the negative or other variations ofthese

terms orcomparable terms.  Our actual results could differ materially from theanticipated

resultsdescribed in the forward-looking statements.  Factors that could affectour results

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

Analysisor Plan of Operation” and include elsewhere in this report.

               

**PART I**

**Item1.                   Description of Business**

**Company History and Business**

**HISTORY AND ORGANIZATION**

CentroServices Inc. (“Centro”) was organized under the laws of the State of Nevada onNovember 21, 2001.    Centro was incorporated with an authorizedcapital of 100,000,000 shares of common stock with a par value of $0.001.

Centrowas organized for the purpose of creating a corporate vehicle to locate andacquire an operating business entity which management believes is a suitableacquisition candidate (a "target company").  Centro will notrestrict its search to any specific business, industry or geographicallocation.

Centrodoes not currently engage in any business activities that provide any cashflow.  The costs of identifying, investigating, and analyzing businesscombinations will be paid with money in Centro's treasury or loaned to Centroby management. 

AlthoughCentro was under no obligation to do so, it has voluntarily filed a Form 10SBregistration statement because it believes that it can better facilitate itsbusiness goals if it is a "reporting issuer" under the Securities ExchangeAct of 1934 (the "Exchange Act").  Centro intends to proceed asan electronic filer when filing reports under the Exchange Act and, as aresult, the public will in the future be able to access these reports on theSEC’s EDGAR website which contains reports, proxy and information statementsand other information for reporting issuers.  The address of the SEC’swebsite is www.sec.gov.  Annual proxy information sent to shareholdersprior to annual meetings of shareholders will include financial statements forCentro.

**PROPOSED BUSINESS**

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

There arecertain perceived benefits to being a reporting company with a class ofregistered securities.  These are commonly thought to include thefollowing:

*             the ability to use registered securities to make acquisitions of assets orbusinesses;

*             increased visibility in the financial community;

*             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 targetcompany, if any, which may be interested in a business combination with Centromay include the following:

*             a company for which a primary purpose of becoming public is the use of itssecurities for the acquisition of assets or businesses;

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

*             a company which wishes to become public with less dilution of its common stockthan would occur upon an underwriting;

*             a company which believes that it will be able obtain investment capital on morefavorable terms after it has become public;

*             a foreign company which may wish an initial entry into the United Statessecurities market;

*             a special situation company, such as a company seeking a public market tosatisfy redemption requirements under a qualified Employee Stock Option Plan;

*             a company seeking one or more of the other perceived benefits of becoming apublic company.

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

**Item2.                       Description of Property**

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

**Item 3.                       Legal Proceedings**

Centro isnot 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**

Nomatters were submitted to a vote of security holders during the period fromJanuary 1, 2003 to December 31, 2002 save and except for matters put tosecurity holders in the normal course of business such as nomination ofdirectors and appointment of auditors.

**PART II**

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

*Market for Common Stock*

There isno public trading market for Centro’s common shares in the United States orelsewhere at this time.

*Holders of Common Stock*

OnDecember 31, 2002, there were 26 holders of record of our common stock and4,526,000 shares outstanding.  There are no indirect holdings ofregistered shares to outside institutions or stock brokerage firms, and weestimate that there are no additional beneficial shareholders beyond the 26registered shareholders at December 31, 2002.

There areno outstanding options or warrants to purchase, or securities convertible intoCentro’s common stock.

*Dividends*

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

*Recent Sales of Unregistered Securities*

Centrohas 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 memberof the public, did not involve a public offering.  These sales ofunregistered securities were undertaken pursuant to Section 5 of the 1933Securities Act.

Centrohas sold a total of 26,000 shares to 26 persons resident outside of the United Statesunder Regulation S.  All of the persons who purchased these shares areresidents of Canada and have been advised that:

theArticles of Centro restrict the transfer of their shares;

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

theshares may not be offered or resold in the United States unless registeredunder the 1933 Act and the securities laws of all applicable states of theUnited States or an exemption from such registration requirements (such asRegulation S or Rule 144) is available.

Allpersons who purchased stock represented to Centro in writing that they werepurchasing the shares for investment only and for their own account and notwith a view to resale or distribution thereof, except in accordance withapplicable securities laws.

All ofthe certificates representing the 4,526,000 shares of common stock have beenlegended with a resale restriction legend indicating that the shares may not beeligible for resale in the United States unless first registered under theSecurities Act of 1934 or unless an exemption from such registration (such asRule 144 or another exemption) is available.

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

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

The statementscontained herein, other than historical information, are or may be deemed to beforward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities and Exchange Act of1934, as amended, and involve factors, risks and uncertainties that may causeCentro’s actual results to differ materially from such statements. 
**Critical Accounting Policies**
Webelieve that the estimates, assumptions and judgments involved in theaccounting policies described below have the greatest potential impact on ourfinancial statements, so we consider these to be our critical accountingpolicies. Because of the uncertainty inherent in these matters, actual resultscould differ from the estimates we used in applying the critical accountingpolicies. Within the context of these critical accounting policies, we are notcurrently aware of any reasonably likely event that would result in materiallydifferent amounts being reported.
**Results of Operations**
Sinceincorporation in the state of Nevada on November 21, 2001, Centro has had nobusiness operations and was organized for the purpose of creating a corporatevehicle to locate and acquire an operating business entity.

On July17, 2002 Centro completed a Form 10SB registration with the United StatesSecurities and Exchange Commission.  As such Centro is subject to theregulations governing reporting issuers in the United States.

For theperiod January 1, 2003 to December 31, 2002 Centro incurred general andadministrative expenses of $312 of which $349 represented professionalfees.  As this is the first full period there are no comparable expenses.

For theperiod January 1, 2003 to December 31, 2002 Centro had a net loss of $312 or$0.00 cents per share, using 4,526,000 shares as the weighted average commonshares outstanding during the period.
**Liquidity and Capital Resources**
Duringthe period January 1, 2002 to December 31, 2002 Centro used $312 in cash fromoperating activities.  During this period Centro received $4,526 fromproceeds on the sale of common stock and $0 in advances from relatedparties.  As at December 31, 2002 Centro had $2,132 cash in the bank.

Centrodoes not currently engage in any business activities that provide any cashflow.  Centro is dependent on raising capital or receiving advances fromrelated parties in order to meet the costs of identifying, investigating andanalyzing business opportunities and for general corporate needs.

**New Accounting Pronouncements**

In July2001, SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and OtherIntangible Assets were issued.  SFAS 141 requires the use of the purchasemethod of accounting and prohibits the use of the pooling-of-interests methodof accounting for business combinations initiated after June 30, 2001. SFAS 142 addresses financial accounting and reporting for acquired goodwill andother intangible assets.  SFAS 142 requires, among other things, thatcompanies no longer amortize goodwill, but instead test goodwill for impairmentat least annually.  SFAS 142 is required to be applied for fiscal yearsbeginning after December 15, 2001.  Currently, Centro has not recorded anygoodwill and will assess how the adoption of SFAS 141 and SFAS 142 will impactits financial positions and results of operations in any future acquisitions.

In August2001, SFAS No. 144, Accounting for the Impairment or Disposal of Long-LivedAssets was issued.  The new guidance resolves significant implementationissues related to SFAS No. 121, but it retains its fundamentalprovisions.  It also amends Accounting Research Bulletin No. 51,Consolidated Financial Statements, to eliminate the exception to consolidate asubsidiary for which control is likely to be temporary.  SFAS 144 retainsthe requirement of SFAS 121 to recognize an impairment loss only if thecarrying 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 thistime the adoption of SFAS No. 141, 142 and 144 have had no effect on Centro’sfinancial statements.

**Item7.                   Financial Statements**

Theaudited Consolidated Financial Statements for the period ended December 31,2002 are included in this Form 10-KSB beginning on page F-1 immediatelypreceding the signature page.   

**Item8.                   Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure**

FromCentro’s inception to the present, there were no disagreements with Centro’saccountants on any matter of accounting principle or practices, financialstatement disclosure or auditing scope or procedure.  In addition, therewere no reportable events as described in Item 304(a)(1)(iv)(B)1 through 3 ofRegulation S-B that occurred from the date of Centro’s inception to thepresent.

**PART III**

**Item9.            Directors,Executive Officers, Promoters and Control Persons; Compliance with Section16(a) of the Exchange Act**

Thefollowing discussion contains disclosure concerning the directors, officers andcontrol persons of Centro.  There are no persons which have acted as apromoter, controlling person, or significant employee of Centro other than asdisclosed below.  

Name

Position

Ages

Date  Elected*1*2

Gerry  Racicot

Director,  Treasurer

52

January  3, 2002 to present

Keith  Attoe

Director,  President

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.

 

ThePresident, Secretary and Treasurer do not have a set term of office.  Theyserve at the pleasure of the Directors and can be removed at any time by theDirectors under the Articles and By-Laws of Centro.

    There are no agreements or understandings for the officers or directors toresign at the request of another person and the above-named officers anddirectors are not acting on behalf of nor will act

at thedirection of any other person.

    Mr. Gerry Racicot - Mr. Racicot, age 52, brings to the Company experience inthe management of public companies.  Mr. Racicot is also Director andPresident of Eiger Technology Inc.,  a company

which isnow listed on the TSE Toronto Stock Exchange.  Mr. Racicot, through amerger and acquisition strategy, has (together with Keith Attoe) built EigerTechnology Inc. from a small manufacturing company to a diversified technologycompany with over $57 million in revenues in fiscal 2000.

    Mr. Keith Attoe - Mr. Attoe, age 52, has a background in financial and businessmanagement and advisory services. He has served in executive roles with anumber of companies and is also currently CFO of Eiger Technology Inc. (a USreporting issuer traded on the TSE Toronto Stock Exchange), a director ofNewlook Industries Corp. (an issuer traded on the TSX Venture Exchange) and adirector of K-Tronik International Corp. (a company engaged in themanufacturing and distribution of electronic lighting ballasts and otherproducts.  He is a chartered accountant and has a Bachelors degree inBusiness Administration from the University of New Brunswick, St. John Canada.        

Thedirectors and officers of Centro are not expected, at any time, to devote morethan 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) ofRegulation S-B.

**Item10.          Executive Compensation**

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,

  Treasurer, Director

  2002

   2001

   

  $0

  $0

       0

       0

  0

  0

  0

  0

  0

  0

  0

  0

  0

  0

Keith  Attoe

  President,

  Director

  2002

  2001

  $0

  $0

  0

  0

  0

  0

  0

  0

 0

  0

  0

  0

  0

  0

 

 

 

 

 

 

 

 

 

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

**Item11.          Security Ownership ofCertain Beneficial Owners and Management**

Thefollowing table sets forth information regarding the beneficial ownership ofshares of Centro’s common stock as of December 31, 2002 (4,526,000 issued andoutstanding) by:  (i) all stockholders known to Centro to be beneficialowners of more than 5% of the outstanding common stock; and (ii) all directorsand executive officers of Centro, and as a group (each person has sole votingpower 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,  President

2,250,000  common

49.7%

 

 

 

 

Gerry  Racicot

Director,  Treasurer

2,250,000  common

49.7%

Directors  and officers as a group

 

4,500,000  common

99.4%

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

Duringthe past two years, there have not been any transactions that have occurredbetween Centro and its officers, directors, and five percent or greatershareholders, except as follows:

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

OnJanuary 3, 2002 Gerry Racicot purchased a total of 2,250,000 common shares ofthe Company.

Certainof the officers and directors of Centro are engaged in other businesses, eitherindividually or through partnerships and corporations in which they have aninterest, hold an office, or serve on a board of directors.  As a result,certain conflicts of interest may arise between Centro and its officers anddirectors.  Centro will attempt to resolve such conflicts of interest infavor of Centro.  The officers and directors of Centro are accountable toit and its shareholders as fiduciaries, which requires that such officers anddirectors exercise good faith and integrity in handling Centro’s affairs. A shareholder may be able to institute legal action on behalf of Centro or onbehalf of itself and other similarly situated shareholders to recover damagesor for other relief in cases of the resolution of conflicts is in any mannerprejudicial to Centro.

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

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

**Item14.          Controls andProcedures**

Centro has established and currently maintains disclosure controlsand other procedures designed to ensure that material information required tobe disclosed in its reports filed under the Securities Exchange Act of 1934 isrecorded, processed, summarized and reported, within the time periods specifiedby the Securities and Exchange Commission. In conjunction with the close ofeach fiscal quarter, Centro conducts a review and evaluation of theeffectiveness of Centro’s disclosure controls and procedures. It is the opinionof Centro’s principal accounting officer and President, based upon anevaluation completed within 90 days prior to the filing of this report, thatCentro’s disclosure controls and procedures are effective and ensure that anymaterial information relating to Centro is recorded, processed, summarized andreported to its principal officers to allow timely decisions regarding requireddisclosures. There have been no significant changes in Centro’s internalcontrols or in other factors that could significantly affect internal controlssubsequent to December 31, 2002.

EXHIBIT INDEX

fNumber                                 Exhibit Description

                      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 Statementon Form 10SB filed on July 17, 2002).

31.1                        Form of Officer’s Certificate

32-1                    Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, asadopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

  32-2                      Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350,  as adopted

                                pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

  "..\..\Local%20Settings\Local%20Settings\Local%20Settings\Temporary%20Internet%20Files\Content.IE5\3ND3BT44\WINDOWSTemporary%20Internet%20FilesContent.IE58967CDEB%22%20l">

  "..\..\Local%20Settings\Local%20Settings\Local%20Settings\Temporary%20Internet%20Files\Content.IE5\3ND3BT44\WINDOWSTemporary%20Internet%20FilesContent.IE58967CDEB%22%20l">

  "..\..\Local%20Settings\Local%20Settings\Local%20Settings\Temporary%20Internet%20Files\Content.IE5\3ND3BT44\WINDOWSTemporary%20Internet%20FilesContent.IE58967CDEB%22%20l">

****

**CENTRO SERVICES INC.**

(ACompany in the Development Stage)
**FinancialStatements**
(Restated)
**December 31, 2002****Monteith, Monteith &Co.****Chartered Accountants**
PARTNERS:                                                                      208 ONTARIO STREET                                                                                       PRINCIPALS:               

STEPHENJ.  LANDERS, BA,CA                          STRATFORD, ONTARIO, N5A 3H4                                         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 CentroServices Inc. as at December 31, 2002 and 2001, and the statements ofshareholders’ equity, operations and accumulated deficit, and cash flow for theperiods then ended.  These financial statements are the responsibility ofthe company’s management.  Our responsibility is to express an opinion onthese financial statements based on our audit.

We conducted our audit in accordance with generally acceptedauditing standards in the United States of America.  Those standardsrequire that we plan and perform an audit to obtain reasonable assurancewhether the financial statements are free of material misstatement.  Anaudit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements.  An audit also includes assessingthe accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation.  Webelieve 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 December31, 2002 and 2001, and the results of its operations and its cash flows for theperiods then ended in accordance with generally accepted accounting principlesin the United States of America.

                                                                                               Monteith, Monteith & Co.

                                                                                               CHARTERED ACCOUNTANTS

   Stratford, Ontario

March 12, 2003

 (Except for the expensing of incorporation costs as

  described in Note 2(b) which is dated September 15,2003).

**CENTRO SERVICES INC.**

(ACompany in the Development Stage)

BALANCESHEETS

(restated)

asat December 31 2002 and 2001

(USDollars)

                                                                                                                                                                       
**ASSETS**
                                                                                                                                        2002                          2001

                                                                                                                                                       $                                             $

Current:

  Cash                                                                                   2,132                         3,724

Long-term:                                                                                    --                 --      

                                                                                           2,132            3,724    
**LIABILITIES ANDSHAREHOLDERS’ EQUITY**
Current:

  Advances from Shareholders (Note 3)                                     --                  800

Shareholders’ Equity:
** **Share Capital (Note 4)                                                         4,526            4,526 
  Accumulated Deficit (Statement 2)                                        ( 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)

**CENTROSERVICES INC.**

(A Company in the DevelopmentStage)

STATEMENT ofSHAREHOLDERS’ EQUITY

(restated)

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

(US Dollars)

                                                                                                                       

                                                             

                                                                                            Deficit                               

1651:                                                                                                                                                                                                                                 Accumulated     

                                                                 Share                  During                                                                                                                                   the                                                                                                   Capital             Development                  

                                                   (Note 4)                          Stage                       Total            

                                                                             $                         $                      $

Balance – November 21, 2001 (Date of Inception)              --                           --                           --          
**Common Shares – Issued for Cash**                      4,526                       --                       4,526
Loss for the Period                                                         --                     (1,602)              (1,602) 
**Balance – December 31, 2001                                     **1719:4,526                 (1,602)                2,924
Loss for the Year                                                         --                           (792)                   (792)

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

(See Accompanying Notes)

**CENTROSERVICES INC.**

(A Company in the DevelopmentStage)

STATEMENTS OF OPERATIONSAND ACCUMULATED DEFICIT

(restated)

for the year endedDecember 31, 2002

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

(US Dollars)

                                                                                                                                                                                    

                                                                        Cumulativeto            Year Ended            Period to

                                                                       December 31         December 31         December 31

                                                                                                  2002                  2002                     2001           

                                                                                                    $                                            $                                           $
**Revenue**                                                              --                               --                             --                
Expenses:
** **Bank Charges                                   63                                  63                   --
  IncorporationCosts                                         2,082                           480                       1,602  
** **Accounting and FilingCosts                               249                            249                           --              **                                                                              ****                                                                           2,394                         792                        1,602           **
                                                                                               

Net Loss and Comprehensive Loss for the Period  (2,394)                        (792)                (1,602)                              Lossfor the Period                          

Accumulated Deficit – Beginning of Period              --                            (1,602)                           --    

                          

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

                                                           

                                                           

                                   

           

(See Accompanying Notes)

**CENTROSERVICES INC.**

(A Company in theDevelopment Stage)

(restated)

STATEMENTS of CASH FLOW

for the year endedDecember 31, 2002

and the period from November21, 2001 (date of inception) to December 31, 2001

(US Dollars)

                                                                                                                                                                                   
**                                                                    **Cumulativeto          YearEnded          Periodto   
                                                                   December 31           December 31     December 31

                                                                                                                     2002                          2002              2001

                                                                                                                          $                                             $                            $

Cash Provided by (Used In) Operating Activities:                                                                                 

 Net Income (Loss) for the Period1972:                                           (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) FinancingActivities:                                                                                  

 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 – Beginning of Period                --                         3,724                  --     

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

                                                                                                                       

(SeeAccompanying Notes)

**CENTRO SERVICES INC.**

NOTESto the FINANCIAL STATEMENTS

December31, 2002

fOrganization and Business:

Centro Services Inc. (“the Company”) was incorporated in theState of Nevada on November 21, 2001.  The Company is in the developmentstage 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 tolocate and acquire an operating business. The ability of the Company tocontinue as a going concern is dependent on raising capital to acquire abusiness venture.

2.        SignificantAccounting Policies:

*Cash and Cash Equivalents*

The Company considers all highly liquid investments withoriginal maturities of 90 days or less at the date of acquisition to be cashequivalents.

*Intangible Assets*

Incorporation costs have been expensed as incurred.

*Estimates*

The preparation of financial statements in conformity withgenerally accepted accounting principles requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities, thedisclosure of contingent assets and liabilities at the financial statementdate, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

*Foreign Currency Translation*

These financial are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, foreigndenominated 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 rates of exchange during theyear.  Related translation adjustments are reported as a separatecomponent of stockholder’s equity, whereas gains or losses resulting fromforeign currency transactions are included in results of operations.

**CENTROSERVICES INC.**

NOTES to the FINANCIALSTATEMENTS

December 31, 2002

      Significant Accounting Policies– continued:

*Fair Value of FinancialInstruments
In accordance with the requirements of SFAS No. 107, theCompany has determined the estimated fair value of financial instruments usingavailable market information and appropriate valuation methodologies.  Thefair market value of financial instruments classified as current assets orliabilities, including cash and cash equivalents and accounts payable,approximate their carrying values due to the short-term maturity of theinstruments.

*Net Loss per Common Share*

Basic earnings per share includes no dilution and iscomputed by dividing income available to common stockholders by the weightedaverage number of common shares outstanding for the period.  Dilutedearnings per share reflect the potential dilution by securities that couldshare in the earnings of the Company.  Because the Company has not issuedany potentially dilutive securities, only basic loss per share is reported onthe Statements of Operations and Accumulated Deficit.

      Advances fromShareholders:

Advances from shareholders bear no interest and have nospecific terms of repayment.

      Share Capital:

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

Issued:

                                               December 31 2002                             December 31 2001     

                                               # Shares           Amount                       #Shares           Amount

                                                                            $                                                        $

           Common Shares           4,526,000    4,526                            4,526,000       4,526

During the period ended December 31, 2001, the Companyissued 4,526,000 common shares for proceeds of $4,526.

5.        Restatement of Financial Statements:

The financial statements previouslyissued (audit report dated March 12, 2003) have been restated to correct theaccounting treatment of incorporation costs.  Previously they had beencapitalized; now they have been written off in accordance with Note 2(b). The effect of this restatement is to decrease net income by $480 for 2002,$1,602 for 2001, and $2,082 in total.

The restatement has no effect on earningsper share.

SIGNATURE

Pursuantto 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 bythe undersigned, thereunto duly authorized.

                                                                                               CENTRO SERVICES INC.

Dated:November 28,2003                                 By:  /s/ Keith Attoe

KeithAttoe, President and Director 

                                                                                                               

Inaccordance with the Exchange Act, this report has been signed by the followingpersons on behalf of the Registrant and in the capacities and on the datesindicated.          

Dated:November 28, 2003

By: /s/Gerry Racicot

                                                                                                  Gerry Racicot, Treasurer, Director and CFO

                                                                                                 By: /s/ Keith Attoe

f                                                                                               Keith Attoe, President and Director

EXHIBIT 31.1

FORM OF OFFICER'S CERTIFICATE

PURSUANT TO SECTION 302
 ______________________________  
     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 tostate a material fact necessary in order to make the  statements made,  in light of the  circumstances  under which suchstatements  were made, not misleading  with respect to the periodcovered by the report;

     3.    based on  his  knowledge,  the financial  statements,   and  other financial information  included in the report,  fairly  present in allmaterial respects the financial  condition,  results ofoperations  and cash flows of the issuer as of, and for, the periodspresented in the report;

     4.    he and the other certifying officers:

           a.    are responsible for establishing  andmaintaining  "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  controlsand  procedures  to ensure that material information is made known tothem,  particularly during the period in which the periodic report isbeing prepared;

           c.    have evaluated the  effectiveness  of theissuer'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 evaluationas of that date;

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

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

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

     6.    he and the other  certifying  officershave  indicated in the report whether or not there were significant changes in internal  controls or in other factors that could significantlyaffect internal controls subsequent to the date of their evaluation, includingany corrective actions with regard to significant deficiencies and materialweaknesses.

   November 28,2003                                                  By: /s/ Keith Attoe

                                                                                 Keith Attoe

                                                                                                President, Director and CEO

                                                                                                 By:/s/ Gerry Racicot

                                                                                               Gerry Racicot

                                                                                                Treasurer, Director and CFO

Exhibit   32-1

CHIEF EXECUTIVEOFFICER’S

CERTIFICATIONPURSUANT TO

18 U.S.C. SECTION1350

AS ADOPTEDPURSUANT TO

SECTION 906 OF THESARBANES-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 theSecurities and Exchange Commission on the date hereof (the  "Report"),each of the undersigned, in the capacities and on the dates indicated below,hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

     1.    The Report fully complies with the requirements of Section13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2.  The information contained in the Report fairly presents, in allmaterial respects, the financial condition and results of operation of CentroCorp.

                                                                                               

November 28,2003                                                              By: /s/ Keith Attoe

                                                                                               Keith Attoe, Director, President & CEO

                                                                                               

Exhibit   32-2

CHIEF FINANCIALOFFICER’S

CERTIFICATIONPURSUANT TO

18 U.S.C. SECTION1350

AS ADOPTEDPURSUANT TO

SECTION 906 OF THESARBANES-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 Securitiesand Exchange Commission on the date hereof (the  "Report"), eachof the undersigned, in the capacities and on the dates indicated below, herebycertifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

     1.    The Report fully complies with the requirements of Section13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

               November 28,2003                                              By: /s/ Gerry Racicot

                                                                                               Gerry Racicot, Director, Treasurer and CFO*