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

                               AMENDMENT NO 2 TO
                                  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, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from ___________ to ___________


                         Commission file number:  0-25891

                        TREZAC INTERNATIONAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              TEXAS                                 76-0270330
       ------------------------               ----------------------
       (State of Incorporation)               (IRS Employer I.D. No.)

             1240 South Parker Road, Suite 203, Denver, CO  80231
             ----------------------------------------------------
                  (Address of principal executive offices)

                                303-283-6368
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

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

                          Common Stock, par value $0.0001
                          -------------------------------
                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as 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  [  ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of the Regulation S-B is not 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.  [ ]

     Issuer had no revenues for its most recent fiscal year.

     The aggregate market value of the voting and non-voting common equity (the
only such common equity being Common Stock, $0.0001 par value) held by
non-affiliates of the registrant (computed by reference to the closing sale
price of the Common Stock on March 14, 2003) is $80,073.

     The number of shares outstanding of the registrant's Common Stock, $0.0001
par value is 5,025,233 as of December 31, 2002.

     Documents incorporated by reference:  See Item 13.  Exhibits and Reports
on Form 8-K in Part III.

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

                                        1
<PAGE>





                                    CONTENTS

<TABLE>
<CAPTION>

CONTENTS

                                                                         PAGE
<S>                                                                      <C>
PART I

    Item 1.  Description of Business..................................... 3
    Item 2.  Description of Property.....................................14
    Item 3.  Legal Proceedings...........................................14
    Item 4.  Submission of Matters to a Vote of Security Holders.........14

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters....15
    Item 6.  Management's Discussion and Analysis or Plan of Operation...25
    Item 7.  Financial Statements........................................30
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure......................31

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act.............................................33
    Item 10. Executive Compensation......................................36
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management...............................................39
    Item 12. Certain Relationships and Related Transactions..............42
    Item 13. Exhibits and Reports on Form 8-K............................45
    Item 14  Control and Procedures......................................51

SIGNATURES   ............................................................52

</TABLE>

                DISCLOSURE REGARDING 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," "plans" or the negative or other variations of
those 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 included elsewhere in this report.

                                        2
<PAGE>




                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

In this report, references to the "Company", "we", "us" and "our" refer to
Trezac International Corporation, a Texas corporation.

COMPANY OVERVIEW

Trezac International Corporation was originally incorporated under the name
Great American Leasing, Inc. in Texas on December 28, 1987.  On March 21, 1997,
we amended our certificate of incorporation to change our name to All American
Consultant Aircraft, Inc. and on March 1, 1999, we amended our certificate of
incorporation to change our name to MarketCentral.net Corp, and on July 25, 2002
we amended our certificate of incorporation to change our name to Trezac
International Corporation.  Our primary business is directed to achieve a
high rate of capital growth for our shareholders by acquiring significant
holdings in companies which the members of its Board of Directors consider to
be fundamentally sound, well managed and profitable, but which are valued at a
discount to the Directors' estimate of their intrinsic market valuation.
On March 21, 2001, the Company acquired 100% of FCOM, Inc. ("FCOM") a private
Colorado Corporation.  FCOM's business plan was initially focused on providing
fixed wireless internet connectivity, however this proved not to be feasible
as a result of certain technological complications.  FCOM then entered the
 current business of offering a range of media, marketing technology products
and services.  Since the FCOM acquisition did not prove itself to be a going
concern for the Company, management moved its business focus this past
year from marketing to Internet Service Providers (ISP's) delivering
state-of-the-art advertising and promotion infrastructure to acquiring non-
cyclical, consumer businesses in Eastern Europe, particularly in the country
of Moldova.  Trezac is poised to become an acquisition parent company
operating in the U.S., and Eastern Europe.

RECENT EVENTS AND ACQUISITIONS

On January 22, 2003, the Company entered into a stock purchase agreement with
Millagro SRL, ("Millagro") a Moldovan corporation, located in the former Soviet
Republic, and the shareholders of Millagro.  The completion and closing of the
Agreement is subject to an audit of Millagro's revenues and assets for fiscal
year 2001.  Pursuant to the terms of the Agreement, the Company will acquire
all of the issued and outstanding shares of capital stock of Millagro from the
Millagro Shareholders in exchange for newly issued restricted shares of the
Company's common stock valued in United States Dollars at $8,250,000.  The
Company issued 103,125,000 restricted shares of the Company's common stock to
cover the cost of the Acquisition at a value of $0.08 per share.  The share
price was established based on May 29, 2003, the Effective Date of the
acquisition.  As part of the Acquisition, at the closing, the Company's Board
of Directors will appoint Esper Gullatt, Jr., as Chief Financial Officer,
Iurie Bordian as Chief Operating Officer and a member of the Company's Board
of Directors, Ruslan Romanciuc, officer and a member of the Board, Constantin
Volnitichii, officer and a member of the Company's Board of Directors.

                                        3
<PAGE>




Millagro is an agricultural company that grows, sells, and distributes staple
foods, including cereal, corn, vegetables, wheat, and flour.  Millagro's main
business divisions are: 1) agroIndustrial; 2) agricultural development; 3) motor
pool and equipment leasing; 4) swine and cattle cultivation; and 5) soy farming
and processing.  Millagro is working towards becoming Moldova's first
"closed-cycle" production company where it owns the land, crops, processing
facilities as well as the distribution channels for its soy products.
Millagro's Research and Development facility works on agricultural growth,
breeding operations and government approval of new sorts of seeds, including
wheat, sunflower and grass cultivation.

The amount of consideration paid to the Millagro Shareholders for Millagro was
determined through arm's-length negotiations between these parties and the
Company. Other than as disclosed herein, there are no material relationships
between the Millagro Shareholders and the Company or any of its affiliates, any
directors or officers of the Company, or any associate of such directors or
officers.


OUR SERVICES

Since the Company acquired FCOM, Inc ("FCOM"), management has moved its business
focus this past year to acquire non-cyclical, consumer businesses in Eastern
Europe, particularly in the country of Moldova.  On March 21, 2001, the Company
acquired 100% of FCOM, a private Colorado Corporation.  FCOM is a digital
services and component content provider that integrates digital components from
multiple application providers, partners and vendors into a single unified
service distributed at the wholesale level.  Mr. Paul Taylor, the CEO of Trezac
International Corporation, was the CEO, director and majority shareholder of
FCOM prior its acquisition.

Since we acquired FCOM, we are a provider of products and services that enable
publishers, advertisers, direct marketers and promotional merchants to market
products and/or advertisements to Internet service providers (ISP) subscribers.
We intend to offer potential clients with advertising needs several facets of
the digital marketing process, from pre-campaign planning, to digital execution
and campaign tracking.

The market for digital marketing products and advertising services is very
competitive.  We believe that our ability to compete in the Internet advertising
arena depends on many factors both within and beyond our control, including the
following: the timing and acceptance of new solutions and enhancements to
existing advertising solutions developed either by us or our competitors;
customer service and support efforts; our ability to adapt and develop Internet
technology, and develop and introduce new technologies, as customer needs change
and grow; and the relative impact of general economic and industry conditions on
either us or our competitors.



                                        4
<PAGE>




We compete directly or indirectly with companies in the following categories:
(i) large Web publishers, (ii) Web portals and Internet advertising networks
that offer advertising inventory; (iii) providers of software and service bureau
ad delivery solutions for Web publishers and advertisers; (iv) email services
companies; (v) providers of information products and marketing research services
to the direct marketing industry;(vi) advertisement performance measurement
companies, (vii) providers of Web advertising management, and (viii) companies
engaged in advertising sales networks, advertising agencies and other companies
that facilitate digital marketing.  Many of our existing competitors, as well as
potential new competitors, have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than us.


Equity Investment
-----------------

On August 9, 2001, we acquired from Computer Hardware Corporation, a
Panamanian corporation, 100% of the outstanding shares of Online Asset Courtesy,
Inc. ("OACI"), a Panamanian corporation, whose only asset was 24,250 units of
AdServers in exchange for 313 shares of the Company's common stock valued at
$2,813 and a warrant to purchase 313 shares at $10.00 for a period of three
years valued at $1,563.  Also in August 2001, the Company acquired an additional
3,191.50 units of AdServers for 250 shares of the Company's common stock
valued at $2,250.  The Company purchased 1,851.85 additional units in December
2001 for $4,630.  AdServersOnline, LLC, a Nevada limited liability corporation
whose assets included software that delivers media advertisements during the
latent time resulting from logging-on and logging-off the Internet, a period
during which we believe consumers are captive, waiting and susceptible to
advertisers' messages.

In January 2002, the Company issued warrants to certain partners of AdServers
to purchase 2,000 shares of the Company's common stock at $24.00 per share,
expiring in 2005 for the completion of the software system to be used to sell
the Company's products and services under the joint marketing agreement.

Through our marketing agreement with Adservers Online LLC, management intended
to offer a range of media, marketing technology products and services.  Through
AdServersOnline's "Ad-Apt" software technology, management intended to provide
potential customers the ability to measure campaign performance.
AdServersOnline, using licensed proprietary technologies, is combining the
entertainment quality of modern television commercials with the personal
targeting, mass market potential, and interactivity of the Internet.
AdServersOnline allows advertisers to access the marketing and revenue potential
of the Internet by increasing the effectiveness and dollar efficiency of their
clients' ads with more accurate targeting and higher video quality for dial-up
customers.  Through the AdServersOnline LLC agreement, management hoped to
enable advertisers and advertising agencies which contract with AdServersOnline
to access ISP audiences.


                                        5
<PAGE>




In July 2001, we entered into a joint marketing agreement with AdServersOnline,
which enables us to market their Internet advertising/marketing services to
ISP's globally.  Our joint marketing agreement with AdServersOnline resulted
in no commissions and no revenues for the Company.  AdServersOnline provided the
software capabilities, all relevant technologies, inventory and ongoing
advertising sales.  The agreement has a term of three years, and may be
automatically renewed for successive one year periods.  With the demise of the
dot.com companies, we were unable to generate business through AdServersOnline.


Acquisition Strategy
--------------------

Based on these difficulties to obtain market acceptance of our Internet
advertising products we have re-defined our business focus and the members of
its Board of Directors have begun the acquisition of companies that are
fundamentally sound and are valued at an intrinsic discount to the Directors'
estimate of their private market value.  The focus in each acquisition is on
building sales, acquiring assets and positioning each subsidiary for sales
to, or joint venture with, key market leaders.

Trezac's acquisition strategy is designed to create an independent agri-
industrial holding company in Moldova.  Management believes the key to success
of the Company is a dedication to Western business disciplines instead of the
management style and systems that still are used throughout much of Eastern
Europe.  The Company plans to achieve economies-of-scale by instituting modern
management practices and consolidation at the executive levels.  We plan to
aggressively penetrate several market segments.  Mr Bourdian, the Company's
future Chief Operating Officer has run large agriculture businesses for several
years, whereas, Mr Taylor has no experience running a large business.


Our first acquisition in Moldova was Millagro.  Millagro Corporation is a leader
in developing high-quality competitively-priced farm products and in supplying
them to growers.  The Company provides livestock farmers with well-balanced
nutritional feeds.  They also produce seeds of all types for Moldova's farming
community as well as customers throughout Eastern Europe.

The completion and closing of the Agreement is subject to an audit of Millagro's
revenues and assets for fiscal year 2001.  Pursuant to the terms of the
Agreement, the Company will acquire all of the issued and outstanding
shares of capital stock of Millagro from the Millagro Shareholders in exchange
for newly issued restricted shares of the Company's common stock valued in
United States Dollars at $8,250,000.  The Company issued 103,125,000 restricted
shares of the Company's common stock to cover the cost of the Acquisition at a
value of $0.08 per share.  The share price was established based on May 29,
2003, the Effective Date of the acquisition.



                                        6
<PAGE>



Moldova's Economy - Moldova has a population of 4,762,000, which makes it the
fourth in size as the most densely populated of all countries in the former
USSR.  As part of an ambitious reform effort, Moldova recently introduced a
convertible currency, freed all prices, stopped issuing preferential credits to
state enterprises, backed steady land privatization, removed export controls,
and freed interest rates. In 1998, the economic troubles of Russia, by far

Moldova's leading trade partner, were a major cause of the 8.6% drop in GDP.
In 1999, GDP fell again, by 4.4%, the fifth drop in the past seven years;
exports were down, and energy supplies continued to be erratic.  Following the
return to positive GDP growth in 2000 (1.9%), Moldova experienced strong 6.1%
rise in GDP in 2001, driven by a marked improvement in industry and a 20%
improvement in agriculture.

Primarily Agrarian Economy - Moldova enjoys a favorable temperate climate and
good farmland; as a result, the economy is agriculturally-centered, focusing
on grains, fruits and wine. International financial and relief agencies are
forecasting favorable growth for the Moldovan agricultural economy as it
seeks to regain its position as the bread basket of Eastern Europe.  No
other country in the world has soil content consisting of 80% chernozem
(extremely fertile) soil.  Moldova ranked in the top 5 in food production
amongst the 15 former republics of the Soviet Union, lagging only the much
larger territories of Russia, Ukraine, Kazakhstan and Uzbekistan.  Based upon
production per square acre, Moldova far surpasses the productivity of all of
Eastern Europe.  The Moldovan Government has been intensifying subsidies to
agriculture companies in the last five years, as have international
organizations such as the World Health Organization, the United Nations and
the World Bank.  Trezac is at the forefront of Moldova's agri-industry and
should benefit greatly from the Western economic initiatives already in place.

Trezac will seek to secure export licenses and transactional approval from
appropriate agencies facilitating the export of U.S. agricultural products
and especially niche market food products from Moldova.


STRATEGIC PROGRAMS

The GSM 102 Program, the Supplier Guarantee Program, and the Facility Credit
Guarantee Program represent the most likely tools for securing government export
financing assistance for agriculture products exported from Moldova.  This is
new program for the Company, where management has no experience in working the
GSM 102 Program.  Management perceives this as a learning curve and will report
progress as the Company progresses with the Facility Credit Guarantee Programs.

The GSM 102 program underwrites credit extended by the private banking sector
in the United States (or, less commonly, the exporter) to approved foreign banks
using dollar-denominated, irrevocable letters-of-credit to pay for food and
agricultural products sold to foreign buyers. GSM 102 covers credit terms up to
three years.


                                        7
<PAGE>




Under these programs, which are administered by FAS, the Commodity Credit
Corporation (CCC) does not provide financing, but guarantees payments due from
foreign banks. Typically, 98% of principal and a portion of interest at an
adjustable rate are covered.

Because payment is guaranteed, financial institutions in the United States can
offer competitive credit terms to the foreign banks, usually with interest rates
based on the London Inter-Bank Offered Rate (LIBOR). Any follow-on credit
arrangements between the foreign bank and the importer are negotiated separately
and are not covered by the CCC guarantee.

Interested parties, including U.S. exporters, foreign buyers, and banks, may
request that the CCC establish a GSM 102 program for a country or region.  Prior
to announcing the availability of guarantees, the CCC evaluates the ability of
each country and foreign bank to service CCC-guaranteed debt. New banks may be
added or levels of approval for others increased or decreased as information
becomes available.

CCC selects agricultural commodities and products according to market potential.
In other words, if a deal can be reached for a specific commodity to be
exported, an allocation will be provided.

The Supplier Guarantee Program guarantees short-term credit extended by U.S.
exporters directly to their foreign customers.  Credit terms cannot exceed 180
days.

Under the Facility Credit Guarantee Program, USDA guarantees credit extended by
U.S. banks for commercial sales of American goods and services used to improve
agricultural infrastructure in importing countries, such as storage, processing,
and handling equipment.

The USDA views its credit guarantee programs as commercial programs, not as
export subsidies. The programs are used to support and promote commercially
viable transactions. In addition to facilitating U.S. exports, these programs
also help developing countries and other countries that have credit problems to
finance purchases of food and other agricultural products.

In addition to these USDA-administered programs are programs administered by
the Department of Commerce, Ex-Im Bank, and the Overseas Private Investment
Corporation (OPIC). These programs including direct loan and guarantee programs
designed to help U.S. business entities export goods and equipment.

INTELLECTUAL PROPERTY RIGHTS

We do not own any patents or trademarks and have no patents or trademarks
pending.  We do own the URL for the Internet Web sites located at
http://www.marketcentral.net and http://www.trezac.com.



                                        8
<PAGE>



EMPLOYEES

As of March 14, 2003, we had one full time employee, Paul Taylor.  We have
not experienced a work stoppage and we believe that our employee relationship
with Mr. Taylor is good.  Our success depends to a large extent upon the
continued services of Mr. Taylor.  The loss of his services could have a
material adverse effect on our business and our results of operations.


RISK FACTORS

An investment in our common stock is speculative in nature and involves a
high degree of risk.  You should carefully consider the following risks.  The
price of our common stock could decline due to any of these risks, and you could
lose all or part of your investment.  You also should refer to the other
information included in this Form 10-KSB, including the financial statements and
related notes.

If any of the events described below were to occur, our business, prospects,
financial condition or results of operations or cash flow could be materially
adversely  affected.  When we say that something could or will have a material
adverse effect on it, we mean that it could or will have one or more of these
effects.


GENERAL RISKS

WE HAVE NOT EARNED REVENUES AND WE HAVE HAD LOSSES SINCE OUR INCEPTION.
WE EXPECT LOSSES TO CONTINUE IN THE FUTURE AND THERE IS A RISK WE MAY
NEVER BECOME PROFITABLE.

We have not earned revenues and we may not earn revenues in the future.  We
have incurred losses and experienced negative operating cash flow since our
formation.  For our fiscal year ended December 31, 2002, we had a net loss of
$(8,372,068).  We expect to continue to incur significant operating expenses
as we acquire Moldovan companies.  Our operating expenses have been and are
expected to continue to outpace revenues and result in significant losses in
the near term.  We may never be able to reduce these losses.

WE MAY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR OUR OPERATIONS AND IF WE
ARE UNABLE TO SECURE SUCH FINANCING, WE MAY NOT BE ABLE TO SUPPORT OUR
OPERATIONS.

We plan to raise additional funds to develop our operations.  We may seek
additional capital through

   o   an offering of our equity securities,
   o   an offering of debt securities, or
   o   by obtaining financing through a bank or other entity.


                                        9
<PAGE>



Management anticipates the Company will need to raise between $1,800,000 -
$3,000,000 over the next six months, in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 506, of the Act.

If we need to obtain additional financing, the financing may not be available
from any source, or may not be available on terms acceptable to us.  Any future
offering of securities may not be successful.  We may not be able to continue to
operate if we are unable to obtain additional capital when needed.

WE LACK THE FINANCIAL RESOURCES TO ADEQUATELY COMPETE WITH LARGER COMPANIES.

The Company will be involved in intense competition with other business
entities, seeking acquisition candidates in Eastern Europe, particularly
Moldova.  Many of which will have a competitive edge over the Company by
virtue of their stronger financial resources and prior experience in business.
There is no assurance that the Company will be successful in identifying and
executing suitable business opportunities.

The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of
small private and public entities in Eastern Europe, particularly Moldova.
A large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of other agricultural
companies in Moldova that may be desirable target candidates for us.

Nearly all these entities have significantly greater financial resources,
technical expertise and managerial capabilities than we do and, consequently,
we will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.  Moreover,
we will also compete in seeking merger or acquisition candidates with numerous
other small public companies.

OUR INVESTMENT ACTIVITIES IN MOLDOVA MAY NOT BE SUCCESSFUL.

The success of our plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunities in Moldova.  While management intends to seek business
combination(s) with entities having established operating histories, in Eastern
Europe, we cannot assure you that we will be successful in locating candidates
meeting that criteria.  In the event we complete a business combination, the
success of our operations may be dependent upon management of the successor
firm or venture partner firm and numerous other factors beyond our control.

ALTHOUGH WE HAVE AN EMPLOYMENT AGREEMENT WITH MR. PAUL TAYLOR, IF WE ARE UNABLE
TO RETAIN THE SERVICES OF MR. TAYLOR, WE MAY NOT BE ABLE TO CONTINUE OUR
OPERATIONS.

Our success in achieving our growth objectives depends upon the efforts of
Mr. Taylor, our Chairman.  The loss of the services of Mr. Taylor may have a

                                        10
<PAGE>




material adverse effect on our business, financial condition and results of
operations.  While Mr. Taylor does not have experience specifically in acquiring
non-cyclical, consumer businesses in Eastern Europe, we believe the loss of Mr.
Taylor, our only full-time employee, would result in the loss of business
contacts and the loss of a professional with knowledge and understanding of the
corporate and the finance industry.  We may not be able to maintain and
continue our operations or achieve our growth objectives should we lose
Mr. Taylor's services.


INVESTMENT RISKS:

OUR ACCOUNTANT'S DOUBT OUR ABILITY TO CONTINUE AS A GOING CONCERN

Our Accountant's have expressed their opinion in our financials statements
that we have the ability top continue as a going concern.  The Company has a
net loss from operations of $8,372,068 since inception, a negative cash flow
from operating activities of $582,498, a working capital deficiency of $452,461
and a stockholders' deficiency of $277,311.  Due to the net losses and negative
cash flows from operating activities  since inception, the Company may not
be able to meet such objectives as presently structured.  (See Financial "Note
10 Going Concern.")

WE HAVE CERTAIN CONVERTIBLE SECURITIES OUTSTANDING SOME OF WHOSE CONVERSION RATE
IS CURRENTLY INDETERMINABLE.  AS SUCH, PURCHASERS OF OUR COMMON STOCK COULD
EXPERIENCE SUBSTANTIAL DILUTION OF THEIR INVESTMENT UPON CONVERSION OF SUCH
SECURITIES.

If our outstanding debentures and warrants are converted to common stock, this
would dilute the value of your common stock and decrease the price of our stock.

The number of convertible debentures could prove to be significantly greater in
the event of a decrease in the trading price of the common stock.

The shares of common stock into which the debentures may be converted and the
shares of common stock issuable upon exercise of the warrants are being
registered pursuant to this registration statement.

As of March 14, 2002, we have reserved 195,438 in connection with the
sale of our convertible debenture transaction.  In addition to the securities
described above, as of March 14, 2002, 650,000 shares of our common stock were
reserved for issuance in connection with our equity line of credit agreement
entered into with Dutchess Private Equities Fund, LP.  These issued shares
do not reflect the July 25, 2002, 100:1 reverse stock split.  The outstanding
debentures and warrants that are tied to the current market price.




                                        11
<PAGE>



Purchasers of common stock could, therefore, experience substantial dilution of
their investment upon conversion of the debentures.  In addition, a sale by the
selling stockholders of large blocks of the shares registered pursuant to a
registration statement could have a depressive effect on our stock price.  The
debentures are not registered and may be sold only if registered under the
Securities Act of 1933, as amended, or sold in accordance with an applicable
exemption from registration, such as Rule 144.  Since the last sale of these
securities took place in September, 2002, under Rule 144, they will remain
restricted until September, 2003.

Additionally, as the selling security holder converts portions of its
convertible note and sells the shares of common stock into the market, the
price for our shares of common stock will decrease as a result of the influx
of shares into the market.  In net, as the selling shareholder converts
additional shares of common stock the price will continue to decrease.

SHARES OF OUR TOTAL OUTSTANDING SHARES THAT ARE RESTRICTED FROM IMMEDIATE RESALE
BUT MAY BE SOLD INTO THE MARKET IN THE FUTURE COULD CAUSE THE MARKET PRICE OF
OUR COMMON STOCK TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL.

As of December 31, 2002 we had 5,025,233 shares of our common stock issued
and outstanding, 4,522,700 of which we believe are restricted securities.  Rule
144 provides, in essence, that a person holding "restricted securities" for a
period of one year may sell only an amount every three months equal to the
greater of (a) one percent of a company's issued and outstanding shares, or (b)
the average weekly volume of sales during the four calendar weeks preceding the
sale. The amount of "restricted securities" which a person who is not our
affiliate sells is not so limited, since non-affiliates may sell without volume
limitation their shares held for two years if there is adequate current public
information available concerning us.  In that event, "restricted securities"
would be eligible for sale to the public at an earlier date.  As restrictions
on resale end, the market price of our common stock could drop significantly if
the holders of these restricted shares sell them or are perceived by the market
as intending to sell them.

WE MAY, IN THE FUTURE, ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WHICH WOULD
REDUCE INVESTORS PERCENTAGE OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

Our certificate of incorporation authorizes the issuance of 500,000,000
shares of common stock, par value $0.0001 per share.  The future issuance of all
or part of our remaining authorized common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders.  We may value any common stock issued in the future on an
arbitrary basis.  The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect
on any trading market for our common stock.



                                        12
<PAGE>



YOU MAY BE SUBJECT RISKS IN STOCK PRICE FLUCTUATION S DUE TO SHORT SELLERS OF
OUR STOCK.

Short selling of our stock represents sell orders by persons owning no shares
of stock.  In a short selling transaction, a person agrees to sell shares in the
future and a buyer agrees to purchase shares from the seller at a fixed future
price.  The short seller is essentially predicting that the price of the stock
will be lower when the future sale occurs.  This may suppress the trading price
of the stock because the market will perceive short selling as a lack of
confidence in the value of the stock, since the short seller will only make
money on the sale if he or she can buy the stock for a lower price than the
agreed short sale price.  In order to minimize short selling our stock,
The Company's shareholders voted and removed by physical delivery shares of
Depository Trust & Clearing Corporation eligible stock.  This means our common
stock can only be held in certificate form in the name of the actual Purchaser,
Owner or Owners.

THE NATURE OF OUR MOLDOVAN OPERATIONS ARE SEASONAL AND SPECULATIVE WHICH
CAN RESULT IN QUARTERLY FLUCTUATIONS IN OUR OPERATING RESULTS.

Seasonality in the Moldovan agricultural industry is likely to cause quarterly
fluctuations in Trezac's operating results.  Because of the Company's limited
operating history in the Moldovan agricultural business, management does not
know which seasonal patterns, if any, will predominate.  As a strategic
response to changes in the competitive environment, the Company may from time
to time make certain pricing, marketing decisions or acquisitions that could
have a material short-term or long-term adverse effect on the Company's
business, results of operations and financial condition.  If seasonality in
the agricultural business causes quarterly fluctuations, there could be a
material adverse effect on the Company's business.

A SUBSTANTIAL AMOUNT OF CONTROL IS HELD BY PRESENT MANAGEMENT, WHO CAN CONTROL
A SHAREHOLDER ACTION.

Following the acquisition of Millagro, our management will own approximately
84 percent of the issued and outstanding shares in our Company.  This means
they can control any shareholder action.

IF WE IDENTIFY ANY SUITABLE BUSINESS COMBINATIONS, YOU ARE SUBJECT TO DILUTION
WHICH WILL LOWER THE VALUE OF YOUR SHARES.

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic and would help it to expand its operations and/or future
customer base.



                                        13
<PAGE>



Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or amortization
expenses related to goodwill and other intangible assets, which could
materially adversely affect the Company's business, results of operations and
financial condition.  Any future acquisitions of other businesses,
technologies, services or product(s) might require the Company to obtain
additional equity or debt financing, which might not be available on terms
favorable to the Company, or at all, and such financing, if available, might
be dilutive.


ITEM 2.  DESCRIPTION OF PROPERTIES

Our principal executive offices, located at 20500 Meeting Street, Boca Raton,
Florida  33434, are leased to at a monthly rental rate of $1,400.00 and expires
in August 2003.  We believe that our leased properties are adequate for our
current and immediately foreseeable operating needs.  We do not have any
policies regarding investments in real estate, securities or other forms
of property.


ITEM 3.  LEGAL PROCEEDINGS

From time to time, we are involved as a plaintiff or defendant in various
legal actions arising in the normal course of business.  We do not anticipate
any material liability as a result of such litigation.

The Company's subsidiary, FCOM, Inc. and its President have been named as
Defendants in a suit filed November 4, 2001 in the Superior Court of the State
of Colorado for County of Denver by a stockholder who purchased 100,000 shares
of FCOM for $50,000.  FCOM, is a Company subsidiary.  The shareholder alleges
his investment in the Company was based on improper information.  This
shareholder seeks the return of his investment as well as punitive damages and
legal expenses from the defendants.  Since this case has been dormant, it is
difficult to quantify legal expenses or the potential of punitive damages.


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

     Not applicable.



                                        14
<PAGE>




                                    PART II


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


MARKET INFORMATION

On July 25, 2002, the Board of Directors and a majority of shareholders
of the Company approved an amendment to the Company's Certificate of
Incorporation that authorized a name change from MarketCentral.Net Corp. to
Trezac Corp.  The amendment also authorized a trading symbol change from
MKCT to TREZ.  The following table sets forth the range of high and low bid
quotations of our common stock for the periods indicated.  The prices represent
inter-dealer quotations, which do not include retail markups, markdowns or
commissions, and may not represent actual transactions.


                                                           HIGH         LOW
                                                         --------    --------

YEAR ENDED DECEMBER 31, 2001

First Quarter                                            $  480.00    $256.00
Second Quarter                                           $1,500.00    $208.00
Third Quarter                                            $  432.00    $ 32.00
Fourth Quarter                                           $   15.00    $  7.00

YEAR ENDED DECEMBER 31, 2002*

First Quarter                                            $    3.00    $  1.00
Second Quarter                                           $    6.00    $  6.00
Third Quarter                                            $   37.00    $  0.50
Fourth Quarter                                           $    2.00    $  0.10

--------

* The above prices are adjusted to reflect a one for one hundred reverse stock
split effected in September 2002.

*Our common stock began trading under the symbol MKCT in November, 2001.
** Our common stock began trading under the symbol TRZC in September, 2002.

Reverse Stock Splits
--------------------

On September 28, 2001, the Company effectuated a reverse 16 for 1 stock split.
In September, 2002, the Company effectuated a reverse 100 for 1 stock split.

SECURITY HOLDERS

At December 31, 2002, there were 5,025,233 shares our common stock outstanding
which were held by approximately 165 stockholders of record.

                                        15
<PAGE>




DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock.  We
intend to retain future earnings, if any, to finance the expansion of our
business and we do not expect to declare or pay any cash dividends in the
foreseeable future.

RECENT SALE OF UNREGISTERED SECURITIES

Some of the holders of the shares issued below may have subsequently
transferred or disposed of their shares and the list does not purport to
be a current listing of the Company's stockholders.

During the last three years, we have issued unregistered securities to the
persons, as described below.  None of these transactions involved any
underwriters, underwriting discounts or commissions, except as specified below,
or any public offering, and we believe that each transaction was exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof, Regulation D promulgated thereunder, or Regulation S where
indicated.  All recipients had adequate access, through their relationships with
us, to information about us. The facts relied upon to make these exemptions
available were that each of the issuances were made to a limited number of
parties that were accredited investors and each of these parties were provided
access to information regarding our company or, through their relationship with
the our company, were aware of our activities.

On or about January 5, 1999, we issued to accredited investors 16,000
shares of our common stock at a purchase price of $2.50 per share for an
aggregate purchase price of $40,000. Such issuances were issued in reliance upon
the exemption from registration pursuant to Rule 504 of Regulation D of the
Securities Act of 1933, as amended.

In February 1999, we granted stock options to its then key directors,
advisors and consultants to acquire up to a total of 4,000 shares of common
stock at an exercise price of $500.00 per share and exercisable for a period of
five years from the date of grant. Additional options to purchase 160,000 shares
for certain consulting services were granted at exercise price ranging from
$500.00 per share to $1,250 per share. Such issuances were made pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering.

In 1999, Intrepid International LTD rendered financial services to us at a
fair value of $54,048 in exchange for which we issued 360 shares of our
restricted common stock. We also issued 10,000 shares of restricted common stock
to a business consultant. The value of the stock on the issued date (September
14, 1999) was $313 per share.  Such issuances were made pursuant to the
exemption provided in Section 4(2)of the Securities Act for transactions by
an issuer not involving a public offering.
In March 2000 we issued 390 shares of our common stock to Frank Evanshen
for financial services rendered which shares were valued at $562.50 per share.
Such issuance was made pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

                                        16
<PAGE>



In April 2000 we issued 200 shares of our common stock to one consultant
for services rendered which shares were valued at $300.00 per share. Such
issuance was made pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

In May and June 2000 we issued an aggregate of 279 shares of its common
stock for professional and consulting services rendered to Frank Evanshen which
shares were valued at an average of $245.80 per share. Such issuances were made
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

In July 2000 we issued an aggregate of 209 shares of our common stock to
Frank Evanshen for professional and consulting services rendered which shares
were valued at $262.50 per share. Such issuances were made pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering.

On or about September 14, 2000, we issued 560 shares of its common stock to
Meridian Mercantile, Inc., for consulting services. Such issuance was made
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

On March 20, 2001, we issued an aggregate of 1,879 shares of common stock
for consulting services valued at $64.00 per share representing $120,264 in
services. We issued 397 shares of common stock valued at $97.00 per share
representing a $38,478 note payable converted to common stock to several
consultants. Such issuance was made pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering.

On March 21, 2001 we issued 1,548 shares of our common stock in exchange
for all of the issued and outstanding shares of common stock of FCOM and 747 A
warrants and 747 B Warrants to purchase shares of FCOM common stock. Such
issuances were made pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On May 8, 2001 we issued 531 shares of our common stock valued at $11 per
share for $5,844 to several consultants in consideration for services rendered
Such issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On June 22, 2001 we issued 250 shares of our common stock as compensation
for services rendered valued at $21.00 per share to several consultants. Such
issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On July 17, 2001 we issued 1,313 and 2,656 shares of our common stock
valued at $16.00 per share and $160.00 per share to Joseph Bodenstein in
consideration for consulting services rendered to Trezac. Such issuances were
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

                                        17
<PAGE>



On July 23, 2001 we issued 313 and 469 shares of our common stock valued
at $240 and $11 per share for, respectively, to consultants for services
rendered to us. Such issuances were made pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering.

On July 31, 2001 we issued 250 shares of our common stock to AdServersOnline,
LLC, valued at $9.00 per share, to purchase 3,191.50 membership interests in
AdServersOnline, LLC. We also issued 313 shares of our common stock valued at
$9.00 per share to purchase 24,250 membership units in AdServersOnline, LLC
and 100% of Online Asset Courtesy, Inc. Such issuances were pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by
an issuer not involving a public offering.

On September 6, 2001 we issued 625 shares of our common stock upon the
exercise of outstanding options by Joseph Bodenstein which were exercised at
$12.00 per share. Such issuances were pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering.

On September 17, 2001 we issued 469 shares of our common stock upon the
exercise of outstanding options which were exercised at $5.60 per share by
Joseph Bodenstein and on September 28, 2001 we issued 750 shares of our common
stock upon the exercise of outstanding options by Joseph Bodenstein which were
exercised at $3.50 per share. Such issuances were pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On September 7, 2001 we issued 1,250 shares of our common stock valued at
$.1 for services rendered by several consultants. Such issuances were pursuant
to the exemption provided in Section 4(2) of the Securities Act for transactions
by an issuer not involving a public offering.

Also in September, we approved a reverse stock split of our common stock at
the rate of 16 to 1 for stockholders of record on September 27, 2001. In
connection with the reverse split, we issued 127 shares of common stock in
order to prevent the issuance of fractional shares.

On October 10, 2001 we issued 60,000 shares of our common stock to our
President, Paul Taylor, valued at $.9 per share in exchange for a promissory
note in the amount of $540,000. Such issuance was pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On October 12, 2001, we executed a stock purchase agreement with Pro-Video
International, Inc., a Belize corporation, pursuant to which we may sell to
offshore investors, up to 84,000 shares of our restricted common stock. Pursuant
to the stock purchase agreement, we agreed to sell to purchasers in an offshore
transaction which was negotiated outside of the United States and consummated
outside of the United States shares of our restricted common stock at a purchase


                                        18
<PAGE>



price equal to 40% of the reported bid price of our common stock as quoted on
the OTC Bulletin Board for the five trading days preceding the date of purchase.
As of March 15, 2002, we have issued 84,000 shares of our common stock to
investors designated by Pro-Video International, Inc. at prices ranging from
$3.20 to $5.00 per share. Such issuances were made pursuant to the exemption
provided in Regulation S of the Securities Act.

On October 17, 2001 and February 5, 2002 we issued 2,500 and 7,500 shares
to Esper Gullatt, Jr. of our common stock valued at $13.00 and $23.00 per share,
respectively, as compensation for services rendered to Trezac. Such issuances
were pursuant to the exemption provided in Section 4(2) of the Securities Act
for transactions by an issuer not involving a public offering.

On October 17, 2001 we issued a three year warrant to one individual to
purchase 5,000 shares of our common stock exercisable at 120% of the closing bid
of our common stock on October 16, 2001, $1.00 per share. Such issuance was
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

On October 19, 2001 we issued 17,262 shares of our common stock upon the
conversion of outstanding debt by Roy Spectorman, Jerry Kaplen, Allen Kessler
and Peter Waters in the aggregate amount of $224,408. Such issuance was pursuant
to the exemption provided in Section 4(2) of the Securities Act for transactions
by an issuer not involving a public offering.

On October 19, 2001 we issued a three year warrant to one individual to
purchase 300,000 shares of our common stock exercisable at $14.00 per share and
on October 24, 2001 we issued warrants to two individuals to purchase, pursuant
to a consulting agreement, an aggregate of 100,000 shares of our common stock
exercisable at $14.00 per share. Such issuances were pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On October 24, 2001, the Company issued 150 shares of our common stock
upon the exercise of outstanding options by Joseph Bodenstein which were
exercised at $4.00 per share. Such issuance was pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On November 8, 2001 we issued a warrant to one individual to purchase
10,000 shares of our common stock at an exercise price of $1.00 per share. Such
issuances were pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On December 3, 2001, we issued 1,000 shares of our common stock to
AdServersOnline for patent rights valued at $7,000. Such issuances were made
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.


                                        19
<PAGE>




On December 3, 2001, we issued 9,400 shares of common stock to Media
Relations Strategy, Inc. valued at $10.00 per share for services rendered to the
Company. Such issuances were made pursuant to the exemption provided in Section
4(2) of the Securities Act for transactions by an issuer not involving a public
offering.

On December 20, 2001, we issued 26,154 shares of our common stock valued at
$320,000 to several companies for deferred offering costs related to an
investment agreement. Such issuances were made pursuant to the exemption
provided in Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

In December 2001 and January 2002 we issued 2,000 warrants to an entity to
purchase our common stock at prices ranging from $9.60 to $1.50 per share which
warrants have since been cancelled. Such issuances were pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering.

On January 1, 2002, we entered into a consulting agreement with The N.I.R.
Group for a term or three months. Under the terms of the agreement, in
consideration of the services undertaken by NIR, on February 5, 2002 and March
5, 2002, we issued 10,000 shares and 20,000 shares, respectively of our common
stock valued at $55,000. Such issuances were pursuant to the exemption provided
in Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering.

On January 15, 2002 we issued 15,000 shares of our common stock to one
consultant for financial services valued at $80,500. Such issuances were made
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

On January 24, 2002 we issued warrants to three individuals to purchase an
aggregate of 3,000 shares of our common stock. Such warrants were issued to
partners of AdserversOnline, LLC. Such warrants are for a term of three years
and are exercisable at $0.24 per share. Such issuances were pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering.

On January 31, 2002, we entered into a private financing transaction with
four investors, AJW Partners LLC, New Millennium Capital Partners II, LLC,
Pegasus Capital Partners, LLC, and AJW/New Millennium Offshore, Ltd.
(collectively, the Buyers), under the terms of which the Buyers purchased (a)
convertible debentures in the aggregate principal amount of up to $500,000
(together with any debenture(s) issued in replacement thereof or as a dividend
thereon or otherwise with respect thereto in accordance with the terms thereof,
convertible into shares of our common stock and (b) warrants to purchase up to
10,000 shares of our common stock, each as described below. The terms of


                                        20
<PAGE>



debentures provide for full payment on or before January 31, 2003, with interest
of 12% per annum. The terms of the warrants entitle each buyer to purchase
shares of our common stock at a price equal to $.50 per share, at any time after
January 31, 2002 and before January 31, 2004. Such issuances were made pursuant
to the exemption provided in Section 4(2) of the Securities Act for transactions
by an issuer not involving a public offering.

On March 12, 2002, we issued 33,600 shares of our common stock to Atlantis
Investments, Ltd. for consulting fees valued at $57,120. Such shares were valued
at the closing price of our common stock on the day prior to issuance, $17.00
per share, and such shares will be locked up and prohibited from sale until
April 2003. In March we also issued to the NIR Group 200,000 shares of our
common stock for consulting services rendered to Trezac, pursuant a consulting
agreement. Such shares were valued at $0.17 per share for an aggregate value of
$34,000. Such issuance was pursuant to the exemption provided in Section 4(2) of
the Securities Act for transactions by an issuer not involving a public
offering.

In April 2002, we issued to one company a stock option to purchase 30,000
shares of our common stock at $10.00 per share as consideration for entering
into a consulting agreement for introductions to European ISP companies and
related due diligence for a term of 6 months. The stock option was immediately
exercised as payment in full for a $300,000 invoice. Such issuance was pursuant
to the exemption provided in Section 4(2) of the Securities Act for transactions
by an issuer not involving a public offering.

In April 2002, we issued to one company a stock option to purchase 2,500
shares of the our common stock at $10.00 per share inconsideration for entering
into a consulting agreement for advertising services for a term of 6 months. The
stock option was immediately exercised as payment in full for a $25,000 invoice.
Such issuance was pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

In April 2002, we issued to one company 1,000 shares of common stock valued
at $11,000 and granted a stock option to purchase 500 shares of our common stock
at an exercise price of $10.00 per share in consideration for entering into a
consulting agreement for business advisory services for a term of 6 months. The
stock option was immediately exercised as payment in full for a $5,000 invoice.
Such issuance was pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

In May 2002, we issued 1,000 shares of common stock to one company in
consideration for entering into a license agreement for the use of the CuroCheck
Online Check Processing services operated by a Costa Rican company for a term of
eight years. Management has valued the license fee and the stock at $50,000
each. Such issuance was pursuant to the exemption provided in Section 4(2) of
the Securities Act for transactions by an issuer not involving a public
offering.


                                        21
<PAGE>



In May 2002, we also entered into a consulting agreement with a Director of
the Costa Rican company to operate the license for a term of one year in
exchange for a stock option to purchase 2,500 shares of our common stock at an
exercise price of $10.00 per share valued at $25,000. The stock option was
immediately exercised. Such issuance was pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering.

On May 31, 2002, we entered into Amendment No. 1 to the Securities Purchase
Agreement dated January 31, 2002 with four investors, AJW Partners, LLC, New
Millennium Capital Partners II, LLC, AJW Offshore, Ltd (f/k/a AJW/New Millennium
Offshore, LTD") and AJW Qualified Partners, LLC (f/k/a "Pegasus Capital
Partners, LLC") (collectively, the Buyers), under the terms of which the Buyers
purchased (a) convertible debentures in the aggregate principal amount of
$50,000 (together with any debenture(s) issued in replacement thereof or as a
dividend thereon or otherwise with respect thereto in accordance with the terms
thereof, convertible into shares of our common stock and (b) warrants to
purchase up to 100,000 shares of our common stock, each as described below. The
terms of debentures provide for full payment on or before May 31, 2003, with
interest of 12% per annum. The terms of the warrants entitle each buyer to
purchase shares of our common stock at a price equal to $.50 per share, at any
time after May 31, 2002 and before May 31, 2004. Such issuances were made
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

On June 18, 2002, we issued an aggregate of 21,313 shares of common stock
to four consultants in consideration for consulting services valued at $335,000.
Such issuance was pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On June 19, 2002, we issued an aggregate of 2,500 shares of common stock to
one consultants in consideration for consulting services valued at $25,000. Such
issuance was pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On June 27, 2002, we issued an aggregate of 10,000 shares of common stock
to two consultants in consideration for consulting services valued at $250,000.
Such issuance was pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

On July 15, 2002, we entered into Amendment No. 2 to the Securities
Purchase Agreement dated January 31, 2002 with four investors AJW Partners, LLC,
New Millennium Capital Partners II, LLC, AJW Offshore, Ltd (f/k/a AJW/New
Millennium Offshore, LTD") and AJW Qualified Partners, LLC (f/k/a "Pegasus
Capital Partners, LLC") (collectively, the Buyers), under the terms of which the
Buyers purchased (a) convertible debentures in the aggregate principal amount of
$200,000 (together with any debenture(s) issued in replacement thereof or as a
dividend thereon or otherwise with respect thereto in accordance with the terms
thereof, convertible into shares of our common stock and (b) warrants to



                                        22
<PAGE>



purchase up to 400,000 shares of our common stock, each as described below. The
terms of debentures provide for full payment on or before July 15, 2003, with
interest at 12% per annum. The terms of the warrants entitle each buyer to
purchase shares of our common stock at a price equal to $.50 per share, at any
time after July 15, 2002 and before July 15, 2004. Such issuances were made
pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

On September 30, 2002, we entered into a private financing transaction with
four investors, AJW Partners LLC, New Millennium Capital Partners II, LLC, AJW
Offshore, Ltd. and AJW Qualified Partners, LLC (collectively, the September
Buyers), under the terms of which the September Buyers purchased (a) convertible
debentures in the aggregate principal amount of up to $150,000 (together with
any debenture(s) issued in replacement thereof or as a dividend thereon or
otherwise with respect thereto in accordance with the terms thereof, convertible
into shares of our common stock and (b) warrants to purchase up to 300,000
shares of our common stock, each as described below. The terms of debentures
provide for full payment on or before September 30, 2003, with interest at 12%
per annum. The terms of the warrants entitle each buyer to purchase shares of
our common stock at a price equal to the lesser of (i) $.15 per share and (ii)
the average of lowest three (3) inter-day trading prices during the twenty
trading days immediately prior to exercise, at any time after September 30, 2002
and before September 30, 2004. Such issuances were made pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering.

In September 2002, we issued 1,875,000 shares of common stock to Mr. Paul
Taylor, our sole executive officer and director, in consideration for services
provided to us valued at $150,000.  Such issuances were made pursuant to the
exemption provided in Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering.

In September 2002, we issued 500,000 shares of common stock to one technical
consultant in consideration for services provided to us valued at $100,000.
Such issuances were made pursuant to the exemption provided in Section 4(2) of
the Securities Act for transactions by an issuer not involving a public
offering.

In October 2002, the Company issued 1,875,000 shares of common stock at $1.01
per share, the fair value of the Company's trading common stock on the grant
date, for employment services to the Chief Executive Officer in accordance
with an employment agreement.  Such issuances were made pursuant to the
exemption provided in Section 4(2)of the Securities Act for transactions by
an issuer not involving a public offering.



                                        23
<PAGE>



In October 2002, the Company issued 500,000 options to purchase 500,000 shares
of the Company's common stock to an unrelated party for a twenty-four month
consulting  agreement.  The options were issued at an exercise price of $.01,
and having a fair value of $482,765.  The options were immediately exercised.
The transaction has been recorded as a deferred consulting expense and will be
amortized over the life of the agreement.  Such issuances were made pursuant to
the exemption provided in Section 4(2)of the Securities Act for transactions by
an issuer not involving a public offering.

In November 2002 the Company issued 210,000 shares of common stock at
$1.01, the fair value on the grant date, to two unrelated parties for full
payment of consulting invoices.  Such issuances were made pursuant to the
exemption provided in Section 4(2)of the Securities Act for transactions by
an issuer not involving a public offering.

In November 2002, the Company issued 1,715,000 options to purchase 1,715,000
shares of the Company's common stock to various stockholders for payment on
consulting agreements ranging from twelve months to twenty-four months.  The
options were issued at exercise prices ranging from $.10 to $1.00, and having
a total fair value of approximately $1,616,550.  The options were immediately
exercised.  The transactions have been recorded as a deferred consulting
expense and will be amortized over the life of the agreements.  Such issuances
were made pursuant to the exemption provided in Section 4(2)of the Securities
Act for transactions by an issuer not involving a public offering.

In December 2002 the Company issued 150,000 shares of common stock to
an unrelated party for cash based on a stock purchase agreement.  The
issuance was valued at $.01 per share, which was less than the fair market
value of the Company trading common stock on the grant date.  Such issuances
were made pursuant to the exemption provided in Section 4(2)of the Securities
Act for transactions by an issuer not involving a public offering.

In December 2002, the Company issued 200,000 options to purchase 200,000
shares of the Company's common stock to a stockholder for payment on a
consulting agreement of twenty-four months.  The options were issued at an
exercise price of $.25, and having a fair value of approximately $48,278.
The options were immediately exercised.  The transaction has been recorded
as a deferred consulting expense and will be amortized over the life of the
agreement.  Such issuances were made pursuant to the exemption provided in
Section 4(2)of the Securities Act for transactions by an issuer not involving
a public offering.




                                        24
<PAGE>



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion is intended to provide an analysis of our financial
condition and should be read in conjunction with our audited financial
statements and the related footnotes.  The matters discussed in this section
that are not historical or current facts deal with potential future
circumstances and developments.  Such forward-looking statements include, but
are not limited to, the development plans for our growth, trends in the
results of our development, anticipated development plans, operating expenses
and our anticipated capital requirements and capital resources.  Our actual
results could differ materially from the results discussed in the forward-
looking statements.

Overview
--------

The management of Trezac International Corporation endeavors to achieve a high
rate of capital growth by acquiring significant holdings in non-cyclical,
consumer businesses in Eastern Europe.  The members of its Board of Directors
will only consider the acquisition of companies that are fundamentally sound
and are valued at an intrinsic discount to the Directors' estimate of their
private market value.

Trezac's acquisition strategy is designed to create an independent agri-
industrial holding company in Moldova.  Moldova enjoys a favorable climate and
good farmland.  The country has no major mineral deposits.  As a result, the
economy depends heavily on agriculture, featuring fruits, vegetables, wine, and
tobacco.  Moldova must import all of its supplies of oil, coal, and natural
gas, largely from Russia.  Energy shortages contributed to sharp production
declines after the breakup of the Soviet Union in 1991. As part of an ambitious
reform effort, Moldova introduced a stable convertible currency, freed all
prices, stopped issuing preferential credits to state enterprises, backed
steady land privatization, removed export controls, and freed interest rates.

As the Company grows, managements' vision is to be involved in the production
and distribution of a significant portion of the country's line of staple
services and products.  This includes: food products, e.g., oats, grains and
livestock to breads, processed meats and poultry, to drinks such as fruit
juice, beer, wine and alcohol, to energy such as propane gas, to over-the-
counter medicines.  Trezac's products and services will most likely touch most
of the population throughout Moldova.

Management believes the key to success of the Company is a dedication to Western
business disciplines instead of the management style and systems that still are
used throughout much of Eastern Europe.  The Company plans to achieve economies-
of-scale by instituting modern management practices and consolidation at the
executive levels.  We plan to aggressively penetrate several market segments.
We have laid long-term plans to horizontally and vertically expand through
acquisition and joint venture.


                                        25
<PAGE>



Trezac is poised to become an acquisition parent company operating in the U.S.,
and Eastern Europe.  The focus in each acquisition is on building sales,
acquiring assets and positioning each subsidiary for sales to, or joint
venture with, key market leaders.

Management has developed a plan of operations for the next twelve months
which includes the proposed acquisition activities:

Proposed Acquisition Activity - Phase One 2003:

First Acquisition:  On January 22, 2003, the Company entered into a stock
purchase agreement with Millagro SRL, a Moldovan corporation and the
shareholders of Millagro.  The completion and closing of the Agreement is
subject to an audit of Millagro's revenues and assets for fiscal year 2001.
Pursuant to the terms of the Agreement, the Company will acquire all of the
issued and outstanding shares of capital stock of Millagro from the Millagro
Shareholders in exchange for newly issued restricted shares of the Company's
common stock valued in United States Dollars at $8,250,000.  The Company issued
103,125,000 restricted shares of the Company's common stock to cover the cost
of the Acquisition at a value of $0.08 per share.  The share price was
established based on May 29, 2003, the Effective Date of the acquisition.
Millagro is a leader in developing high-quality competitively-priced farm
products and in supplying them to growers.  The Company provides livestock
farmers with well-balanced nutritional feeds.  They also produce seeds of all
types for Moldova's farming community as well as customers throughout Eastern
Europe.  Millagro's Research and Development facility works on agricultural
growth, breeding operations and government approval of new sorts of seeds,
including wheat, sunflower and grass cultivation.

Second Planned Acquisition:  A Moldovan corporation which produces its own
butane and propane.  This Company was established in December 1995 and is the
main importer and supplier of propane and butane gas in Northern Moldova.  Its
wholesale and retail customers include both corporate and residential
facilities.  Since Moldova does not produce its own butane and propane, this
company has contracts with Russia's main gas providers, including Gazprom,
Itera Group and LukOil, to distribute fuel to its customers.   Management has
already had discussions with this provider of LPG in Moldova.  It may take
another six months for this company to finalize its two year audited
financials to US GAAP standards.  At that time, management plans to pursue
this acquisition.

Third Acquisition:  A Moldovan sausage factory company.  Its brand name is
established throughout the region since the company was founded in 1904.  This
company had its largest growth boom when it was the main meat supplier for the
Soviet Army; it still is one of the main suppliers for the Russian military
forces.  This company is the largest processed meats company in Moldova and also
exports its branded meats throughout much of Europe.

Fourth Acquisition:  A Moldovan bakery.  This Company is a main producer of
breads and other baked goods.  The company's products are also exported
throughout Europe to markets such as Germany, Israel and the Czech Republic.


                                        26
<PAGE>



Eastern Europe has significant agricultural production potential that can
significantly increase the European Union's output.  The combined GNP of
Eastern Europe's countries was less than 4% of that of the EU.  On the other
hand, Eastern Europe's agricultural areas is 45% of the EU's and, more
importantly, agricultural output is more than 30% of the entire EU.


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

Results of Operations
---------------------

The Company's financial statements for the year ended December 31, 2002 have
been prepared on a going concern basis, which contemplated the realization of
assets and the settlement of liabilities and commitments in the normal course
of business.  The Company has a net loss from operations of $8,372,068 versus
a net loss of $1,264,814 for the same period last year.  For the year ended
December 31, 2002, we had a negative cash flow from operating activities of
$582,499, a working capital deficiency of $452,461 and a stockholders'
deficiency of $277,311.  Due to the net losses and negative cash flows from
operating activities since inception, the Company may not be able to meet such
objectives as presently structured.  These losses resulted primarily from
initial research and development costs associated with start-up operations,
professional and consulting fees, and the issuance of the Company's common stock
for services.  (See Financial Footnote 10 "Going Concern.")

Even though we did not have any revenues for the year ended December 31, 2002,
we expect future revenue as we begin to develop and implement our acquisition
strategies, increase consumer understanding and awareness of our products and
implement our business model.  Our growth is significantly dependent upon our
ability to make acquisitions.  Our main priorities relating to revenue are:
(1) to develop market awareness of our products and services through our
strategic marketing plan, (2) to obtain customers, (3) to accomplish
technological economies of scale, and (4) to streamline and maximize
efficiencies in our system implementation model.

General and administrative costs.

General and administrative costs were $7,907,952 for the year ended December 31,
2002, as compared to $1,255,861 for the same period last year.  The costs were a
direct result of the development of the business model and continued increase
of professional and consulting fees.  With respect to stock-based compensation
of consultants and other non-employees, included in General and administrative
costs resulted in charges to operations of $7,103,937 and $401,869 for the
years ended December 31, 2002 and 2001.  The capture of stock-based compensation
costs accounted for the 600% increase in general and administrative costs.  The
Company also had stock-based compensation, a portion of which was recorded as
capitalized prepaid consulting fees of $303,171 and $101,970 as of December 31,
2002 and 2001 (See Financial Footnote 3).

Interest expense was $600,106 and $12,960 for the years ended December 31, 2002
and 2001.

                                        27
<PAGE>



Liquidity and Capital Resources.

The Company had authorized 100,000,000 shares of $.0001 par value common stock,
prior to 2002.  In January 2002, the Board of Directors approved an amendment to
the articles of incorporation to increase the authorized shares of common stock
from 100,000,000 to 500,000,000.

As of December 31, 2001, our current assets exceeded our current liabilities
by approximately $154,404.  As of December 31, 2002, our current liabilities
exceeded current assets by approximately $452,461.  We had negative cash flows
from operations of $582,498.  The negative cash flow was a result of increased
prepaid expenses ($230,850) , gain on extinguishments of debt ($87,397) interest
receivables, ($49,093) and our increase net loss ($8,372,068) which was
primarily due to a $7,103,937 expense of stock and options issued for services.
The Company leases their facilities from Mr. Paul Taylor, an Officer and
Director of the Company.  The estimated fair market value of the office space
is valued at $1,400 per month.

Management anticipates the Company will need to raise between $1,800,000 -
$3,000,000 over the next six months, in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 506, of the Act.

We currently have no material commitments for capital requirements.  If we were
forced to purchase new equipment to replace the equipment we currently lease,
any new purchases would constitute a material capital commitment; however, we
are currently unable to quantify such amounts.  If this occurs, we will attempt
to raise the necessary finances to make such purchases, but there is no
assurance that we will be able to do so.  Without the ability to quantify these
amounts, we nonetheless believe that it would have a material impact on our
business and our ability to maintain our operations.

We are not aware of any material trend, event or capital commitment which would
potentially adversely affect liquidity.  In the event a material trend develops,
we believe that we will have sufficient funds available to satisfy working
capital needs through lines of credit and the funds expected from equity sales.

On January 31, 2002, the Company entered into a securities sale agreement with
a group of investors providing for the issuance of 12% secured convertible
debentures in the aggregate principal amount of $500,000 due January 31, 2003
at a conversion price calculated at the time of conversion for the aggregate
consideration of  $500,000 and warrants to purchase 10,000 shares of common
stock, exercisable at the lesser of $5.70 or the average of the lowest three
trading prices during the 20-day period prior to exercise, expiring January 31,
2005.  On January 31, 2002, the Company received $250,000 and issued warrants
to purchase 5,000 shares of common stock valued at $97,500 to be expensed as
loan fees over the length of the note.  All assets of the Company secure the
debentures.  Interest is payable on dates at the option of the holder.  We
closed our debenture offering in September, 2002.  The debentures are
convertible into shares of common stock at the lesser of $7.50 per share or 50%
of the market price of the Company's common stock for the average of the lowest
three trading prices during the 20-day period prior to conversion.

                                        28
<PAGE>



As of December 31, 2002, none of these debentures have been converted.  The
Company recorded $250,000 as interest expense for the beneficial conversion
feature related to the debentures issued on January 31, 2002.  The amounts
due in January 2003 were not repaid and the Company is currently working out
a payment plan with the group of investors to repay the convertible debentures.

In order to provide additional working capital and financing for the Company's
expansion, the Company entered into convertible debenture agreements with four
accredited investors ("the Purchasers") on May 31, 2002 whereby the Purchasers
acquired an aggregate of $50,000 of the Company's 15% Convertible Debentures,
due May 31, 2003.  As of December 31, 2002, none of these debentures have been
converted.  The Company issued warrants to purchase 980 common shares valued at
$33,296, to be expensed as loan fees over the length of the notes.  The warrants
are exercisable immediately, and have a life of three years.  The Company also
recorded $50,000 as interest expense for the beneficial conversion feature
related to these debentures.

The warrants issued in connection with the debentures are exercisable over
the next three years at variable exercise prices based upon the trading price
of the common stock at the time of exercise, which price may be adjusted from
time to time under certain anti-dilution provisions.  The shares of common stock
into which the debentures may be converted and the shares of common stock
issuable upon exercise of the warrants are being registered pursuant to a
registration statement.  Under Rule 144, these shares are restricted until
September, 2003, one year from when we closed the offering.

In order to provide additional working capital and financing for the Company's
expansion, the Company entered into convertible debenture agreements with four
accredited investors (the "Purchasers") on September 30, 2002 whereby the
Purchasers acquired an aggregate of $150,000 of the Company's 12% Convertible
Debentures, due September 30, 2003.  As of December 31, 2002, none of these
debentures have been converted.  The Company issued warrants to purchase 300,000
common shares valued at $1,642, to be expensed as loan fees over the length of
the notes.  The warrants are exercisable immediately, and have a life of three
years.  The Company recorded $150,000 as interest expense for the beneficial
conversion feature related these debentures for the three months ended September
30, 2002.

Our securities agreements with our debenture investors prohibits us from
entering into any financial arrangement which would involve the issuance of
common stock for a period of two years from the date this registration statement
becomes effective without offering a right of first refusal to the debenture
investors.

OTHER:

Except for historical information contained in this Report, the matters set
forth above are forward-looking statements that involve certain risks and
uncertainties that could cause actual results to differ from those in the
forward-looking statements.  Investors are directed to consider, among other
items, the risks and uncertainties discussed in documents filed by us with the
Securities and Exchange Commission.

                                        29
<PAGE>




ITEM 7.  FINANCIAL STATEMENTS











                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                        (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2002









                                       30

<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                        (A DEVELOPMENT STAGE COMPANY)


                                 CONTENTS
                                 --------

<TABLE>
<CAPTION>

CONTENTS


<S>             <C>

PAGE F-3        CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2002 AND 2001

PAGE F-4        CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD FROM AUGUST 2,
                2000 (INCEPTION) TO DECEMBER 31, 2002

PAGES F-5-13    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                (DEFICIENCY) FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION)
                TO DECEMBER 31, 2002

PAGES F-14-15   CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
                DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD FROM
                AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002

PAGES F-16-39   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31,
                2002

</TABLE>
<PAGE>



                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------

To the Board of Directors of:
Trezac International Corporation, Inc.
(f/k/a Trezac Corporation)
(f/k/a Marketcentral.net Corporation)
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Trezac
International Corporation, Inc. and subsidiary (f/k/a Trezac Corporation)
(f/k/a MarketCentral.net Corp.) (a development stage company) (the "Company")
as of December 31, 2002, and the related consolidated statement of operations,
changes in stockholders' equity (deficiency) and cash flows for the year then
ended.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Trezac
International Corporation, Inc. and subsidiary as of December 31, 2002, and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 10 to
the consolidated financial statements, the Company has a net loss from
operations of $10,036,613 since inception, a negative cash flow from operating
activities of $1,035,647 since inception, a working capital deficiency of
$452,461 and a stockholders' deficiency of $277,311.  These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 10.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 11, 2003


                                     F-1

<PAGE>



                               AJ. ROBBINS, PC.
                         CERTIFIED PUBLIC ACCOUNTANTS
                                216 16TH STREET
                                   SUITE 600
                            DENVER, COLORADO 80202


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors
Trezac International Corporation, Inc.
Boca Raton, Florida

We   have  audited  the  accompanying  consolidated  balance  sheet  of  Trezac
International  Corporation, Inc. (formerly known as MarketCentral.net Corp.) (a
development  stage   company)   as  of  December  31,  2001,  and  the  related
consolidated  statements  of  operations,   changes   in  stockholders'  equity
(deficit),  and  cash  flows  for  the  year  then  ended.

These consolidated financial statements are the responsibility of the Company's
management.   Our   responsibility  is  to   express   an   opinion  on   these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards  in  the United States of America.  Those standards require  that  we
plan and perform  the  audit  to  obtain reasonable assurance about whether the
consolidated 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly,   in   all   material   respects,  the  financial  position  of  Trezac
International Corporation, Inc. as of December 31, 2001, and the results of its
operations and its cash flows for  the  year  then  ended  in  conformity  with
generally accepted accounting principles in the United States of America.

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  is  in  the  development stage and has not
commenced operations.  Its ability to continue as a  going concern is dependent
upon  its  ability  to  develop  additional sources of capital  and  ultimately
achieve profitable operations. These  conditions  raise substantial doubt about
its ability to continue as a going concern.  The financial  statements  do  not
include any adjustments that might result from the outcome of this uncertainty.

                                        AJ. ROBBINS, PC.
                                        CERTIFIED PUBLIC ACCOUNTANTS
Denver, Colorado
March 1, 2002

                                    F-2
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                        (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
<TABLE>
<CAPTION>
                                   ASSETS
                                   ------
                                                    December 31,  December 31,
                                                        2002          2001
                                                    ------------  ------------
<S>                                                 <C>           <C>
CURRENT ASSETS
 Deposits                                           $          -  $        250
 Employee receivables                                     43,751             -
 Deferred offering costs                                       -       320,000
 Prepaid expenses                                        339,820       108,970
                                                    ------------  ------------
   Total Current Assets                                  383,571       429,220

Equipment, net of accumulated depreciation                 7,532        10,239
Equity investment                                         42,115         8,115
Notes and interest receivable, related party             125,503        44,007
Other intangibles                                              -         6,999
                                                    ------------  ------------
TOTAL ASSETS                                        $    558,721  $    498,580
------------                                        ============  ============

              LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
              -------------------------------------------------
CURRENT LIABILITIES
 Accounts payable                                   $    126,325  $     92,769
 Accrued expenses                                        126,124        76,002
 Convertible debentures                                  522,833             -
 Notes payable - related party                            60,750       106,045
                                                    ------------  ------------
   Total Current Liabilities                             836,032       274,816
Long-Term Debt - Related Party                                 -       100,000
                                                    ------------  ------------
TOTAL LIABILTIES                                         836,032       374,816
----------------                                    ------------  ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIENCY) EQUITY
 Common stock, $.0001 par value, 500,000,000 shares
  authorized, 5,025,233 and 184,180 shares issued
  and outstanding at December 31, 2002 and 2001,
  respectively                                               502            18
 Additional paid-in capital                           10,298,800     2,328,291
 Subscription receivable                                (540,000)     (540,000)
 Deficit accumulated during development stage        (10,036,613)   (1,664,545)
                                                    ------------  ------------
   Total Stockholders' (Deficiency) Equity              (277,311)      123,764
                                                    ------------  ------------
TOTAL LIABILTIES AND STOCKHOLDERS' (DEFICIENCY)
   EQUITY                                           $    558,721  $    498,580
-----------------------------------------------     ============  ============

</TABLE>

       See accompanying notes to consolidated financial statements.

                                    F-3

<PAGE>


                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                        (A DEVELOPMENT STAGE COMPANY)
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    -------------------------------------
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS

                               For the Year  For the Year  For the Period from
                                  Ended         Ended        August 2, 2000
                               December 31,  December 31,    (Inception) to
                                   2002          2001       December 31, 2002
                               ------------  ------------  -------------------
<S>                            <C>           <C>           <C>
REVENUE                        $          -  $          -  $                 -
                               ------------  ------------  -------------------

OPERATING EXPENSES
 General and administrative
   expense                        7,907,952     1,255,861            9,562,952
 Depreciation                         2,707         2,708                6,007
                               ------------  ------------  -------------------
   Total Operating Expenses       7,910,659     1,258,569            9,568,959
                               ------------  ------------  -------------------
LOSS FROM OPERATIONS             (7,910,659)   (1,258,569)          (9,568,959)
                               ------------  ------------  -------------------

OTHER INCOME (EXPENSE)
 Gain on extinguishments of debt     87,397             -               87,397
 Interest income                     51,300         9,856               61,156
 Interest expense                  (600,106)      (12,960)            (613,066)
 Loss on equity investment                -        (3,141)              (3,141)
                               ------------  ------------  -------------------
   Total Other Income (Expense)    (461,409)       (6,245)            (467,654)
                               ------------  ------------  -------------------
NET LOSS                       $ (8,372,068) $ (1,264,814) $       (10,036,613)
--------                       ============  ============  ===================

NET LOSS PER SHARE - BASIC AND
 DILUTED                       $      (7.83) $     (34.46) $            (19.66)
                               ============  ============  ===================

WEIGHTED AVERAGE SHARES
 OUTSTANDING - BASIC AND
 DILUTED                          1,068,743        36,701              510,456
                               ============  ============  ===================

</TABLE>
         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------  ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>
Balance,
Aug 2,2000
                     $    -  $         -  $       -  $          -  $         -

Stock issued
for compensation
at $.10 per share
 9/5/2000   200,000    20.0       19,980          -             -       20,000

Sale of common
stock at $50
11/13/2000    4,550     0.5      227,500          -             -      227,500

Stock issued for
compensation at $.10
per share
12/22/2000  745,950    74.6       74,520          -             -       74,595

Effect of reverse
acquisition
           (950,000)  (95.1)          95          -             -            -

Effect of reverse
acquisition
              1,548     0.2           15          -             -           15

Effect of reverse
acquisition
              2,689     0.3           27          -             -           27

Net loss for the period
                  -       -            -          -      (399,731)    (399,731)
---------- --------  ------  -----------  ---------  ------------  -----------
Balance,
Dec 31, 2000
              4,236       0      322,137          -      (399,731)     (77,594)

        See accompanying notes to consolidated financial statements.

                                     F-5
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------

Stock issued for
conversion of note
payable at $97
 3/20/2001      397       0       38,478          -             -       38,478

Stock issued for
services at $64
 3/20/2001    1,879     0.2      120,265          -             -      120,265

Stock assumed in
acquisition with
FCOM
 3/21/2001        -       -     (248,282)         -             -     (248,282)

Stock issued for services
at $11
 5/8/2001       531     0.1        5,844          -             -        5,844

Stock issued for services
at $21
 6/22/2001      250       0        5,250          -             -        5,250

Stock issued for services
at $16
 7/17/2001    1,313     0.1       21,000          -             -       21,000

Stock issued in lieu of
salary at $160
 7/17/2001    2,656     0.3      425,000          -             -      425,000

Stock issued for services
at $240
 7/23/2001      313       0       75,000          -             -       75,000

Stock issued for services
at $11
 7/23/2001      469       0        5,156          -             -        5,156

Stock issued to purchase
3,191.50 membership
interests in Ad Servers, LLC
at $9
 7/31/2001      250       0        2,250          -             -        2,250

</TABLE>
        See accompanying notes to consolidated financial statements.

                                     F-6
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------  ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>
Stock issued to purchase
24,250 membership interests
in Ad Servers, LLC and
100% of OACI at $9
 7/31/2001      313       0        2,813          -             -        2,813

Stock based compensation
for investment in OACI
                  -       -        1,563          -             -        1,563

Stock options exercised at
$12 less escrow fees of
$1,756
  9/6/2001      625     0.1        5,744          -             -        5,744

Stock issued for services
at $1   9/7/2001    1,250     0.1        1,250          -             -        1,250

Stock options exercised
at $5.6 less escrow fees
of $614
 9/17/2001      469       0        2,011          -             -        2,011

Stock options exercised
at $3.5 less escrow fees
of $614
 9/28/2001      750     0.1        2,011          -             -        2,011

Effect of reverse stock
split
 9/28/2001      127       0            1          -             -            1


        See accompanying notes to consolidated financial statements.

                                     F-7
<PAGE>


                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------

Stock issued for services
at $9
10/10/2001   60,000     6.0      539,994   (540,000)            -            -

Stock issued for services
at $13
10/17/2001    2,500     0.3       32,500          -             -       32,500

Stock issued for services
at $13
10/19/2001   17,262     1.7      224,406          -             -      224,408

Stock options exercised at
$4 less escrow fees of $141
10/24/2001      150       0          459          -             -          459

Sale of common stock at
$4 less issuance costs of
$21,507
 11/6/2001   50,487     5.0      180,436          -             -      180,441

Stock issued for patent rights
at $7
 12/3/2001    1,000     0.1        7,000          -             -        7,000

Stock issued for services
at $7
 12/3/2001    9,400     0.9       65,799          -             -       65,800

Stock issued for services
at $16
 12/5/2001    1,400     0.1       22,400          -             -       22,400

Stock issued for deferred
offering costs at $7
12/20/2001   26,154     2.6      319,997          -             -      320,000

Stock based compensation
                  -       -      147,810          -             -      147,810
Net Loss
                  -       -            -          -    (1,264,814)  (1,264,814)
---------- --------  ------  -----------  ---------  ------------  -----------
Balance,
Dec 31, 2001
            184,180  $   18  $ 2,328,291  $(540,000) $ (1,664,545) $   123,764
</TABLE>
        See accompanying notes to consolidated financial statements.
                                      F-8
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------  ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>
Stock options exercised
for services at $54 less
escrow fees of $500
   1/15/02    1,500     0.2       80,500          -             -       80,500

Stock issued for services
at $23
    2/5/02    8,500     0.9      195,499          -             -      195,500

Sale of common stock at
$3 less issuance cost of
$7,449
    2/5/02   33,513     3.4      107,985          -             -      107,988

Stock issued for services
at $16
    3/5/02    2,000     0.2       32,000          -             -       32,000

Stock issued for services
at $17
    3/12/02   3,360     0.3       57,120          -             -       57,120

Stock based compensation
                  -       -      148,500          -             -      148,500

Stock options exercised
for services at $10
less escrow fees of $322
   4/30/02   32,500     3.3      324,675          -             -      324,678


        See accompanying notes to consolidated financial statements.

                                     F-9
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------


Stock issued for services
at $19
   4/30/02      500     0.1        9,495          -             -        9,495

Stock options exercised for
services at $10 less escrow
fees of $25
   5/17/02    2,500     0.3       24,975          -             -       24,975

Stock issued for services
at $54.5
   5/17/02      650     0.1       35,419          -             -       35,419

Stock options exercised for
services at $10 less escrow
fees of $15
   5/28/02    1,500     0.2       14,985          -             -       14,985

Stock options exercised for
services at $10 less escrow
fees of $109
   6/18/02   11,000     1.1      109,890          -             -      109,891

Stock options exercised for
services at $16 less escrow
fees of $110
   6/18/02   10,313     1.0      164,897          -             -      164,898

Stock options exercised for
services at $10 less escrow
fees of $25
   6/19/02    2,500     0.3       24,975          -             -       24,975

Stock options exercised for
services at $10 less escrow
fees of $49
   6/27/02    5,000     0.5       49,950          -             -       49,951

Stock options exercised for
services at $20 less escrow
fees of $49
   6/27/02    5,000     0.5       99,950          -             -       99,951

        See accompanying notes to consolidated financial statements.

                                     F-10
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------


Stock options issued for
services
                               3,358,307          -             -    3,358,307

Value of beneficial
conversion feature of
convertible debenture
                                 450,000          -             -      450,000

Warrants issued in
connection with equity
investment
                                  34,000                                34,000

Warrants issued with
convertible debenture
and stock issuances
                                  36,325          -             -       36,325

Stock options exercised for
services at $16 less escrow
fees of $30
    7/9/02     2,188    0.2       34,978          -             -       34,978

Stock issued for related
party note and interest
extinguishments at $1.5
   7/24/02    59,180    5.9       88,764          -             -       88,770

Stock issued for services
at $3.3
   8/19/02     3,000      -        9,900          -             -        9,900

Stock options issued for
services at $.01
    9/3/02     6,350      -           64          -             -           64

Stock issued for services
at $1.01
  10/11/02 1,875,000  187.5    1,893,563          -             -    1,893,750

</TABLE>

        See accompanying notes to consolidated financial statements.

                                      F-11
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                                                        Deficit
                                                      Accumulated
                             Additional                 During
             Common Stock      Paid-In  Subscriptions Development
   Date     Shares   Amount    Capital    Receivable     Stage        Total
---------- --------- ------  -----------  ---------  ------------  -----------
<S>        <C>       <C>     <C>          <C>        <C>           <C>


Stock options exercised
for services at $.01
  10/11/02   500,000   50.0        4,950          -             -        5,000

Stock issued for services
$1.01
  11/15/02   210,000   21.0      212,079          -             -      212,100

Stock options exercised
for services at $.01
  11/15/02    50,000    5.0          495          -             -          500

Stock options exercised
for services at $1.00
  11/15/02    15,000    1.5       14,999          -             -       15,000

Stock options exercised
for services at $.50
  11/19/02   150,000   15.0       74,985          -             -       75,000

Stock options exercised
for services at $.10
  11/19/02 1,000,000  100.0       99,900          -             -      100,000

Stock options exercised
for services at $.25
  11/19/02   500,000   50.0      124,950          -             -      125,000


        See accompanying notes to consolidated financial statements.

                                     F-12

<PAGE>


                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
      FOR THE PERIOD FROM AUGUST 2, 2000 (INCEPTION) TO DECEMBER 31, 2002
      -------------------------------------------------------------------

Sale of stock for cash at
$.01 less issuing costs
of $28
  12/17/02   150,000   15.0        1,457          -             -        1,472

Stock options exercised for
services at $.25
  12/19/02   200,000   20.0       49,980          -             -       50,000

Net Loss                                          -    (8,372,068)  (8,372,068)
---------- --------- ------  -----------  ---------  ------------  -----------

BALANCE,
DEC 31, 2002
------------
           5,025,233 $  502  $10,298,800  $(540,000) $(10,036,613) $  (277,311)
           ========= ======  ===========  =========  ============  ===========

</TABLE>

        See accompanying notes to consolidated financial statements.
                                      F-13
<PAGE>


                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                    -------------------------------------
<TABLE>
<CAPTION>

                               For the Year  For the Year  For the Period from
                                  Ended         Ended        August 2, 2000
                               December 31,  December 31,    (Inception) to
                                   2002          2001       December 31, 2002
                               ------------  ------------  -------------------
<S>                            <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                      $ (8,372,068) $ (1,264,814) $       (10,036,613)
 Adjustments to reconcile net
  cash used in operating
  activities:
  Depreciation                        2,707         2,708                6,007
  Stock based compensation from
   warrants issued with
   convertible debentures and
   stock issuances                  184,825             -              184,825
  Stock and options issued for
   services                       7,103,937     1,151,683            8,350,215
  Write-off of deferred
   offering costs                   320,000             -              320,000
  Impairment of licensing fees        6,999             -                6,999
  Gain on extinguishments of debt   (87,397)            -              (87,397)
  Beneficial conversion feature
   of convertible debt              450,000             -              450,000
  Loss on equity investment               -         3,141                3,141
 Changes in assets and liabilities:
  Deposits and employee receivables (43,501)       (5,681)             (53,607)
  Prepaid expenses                 (230,850)     (108,970)            (339,820)
  Interest receivable               (49,093)            -              (49,093)
  Accounts payable                   71,153        (5,624)              72,902
  Accrued expenses                   60,790       (27,392)             136,794
                               ------------  ------------  -------------------
Net Cash Used in Operating
    Activities                     (582,498)     (254,949)          (1,035,647)
                               ------------  ------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Equity investment                         -        (4,630)              (4,630)
Purchase of equipment                     -             -              (13,539)
Notes receivable - related party    (70,000)      (19,837)            (104,151)
                               ------------  ------------  -------------------
  Net Cash Used In Investing
   Activities                       (70,000)      (24,467)            (122,320)
                               ------------  ------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from/(payments of)
convertible debt                    522,833       (42,500)             480,333
Proceeds from notes payable and
line of credit                            -        29,803               29,803
Proceeds from notes payable -
related party                        60,750       100,000              160,750
Payments on notes payable -
related party                       (40,545)            -              (40,545)
Proceed from exercise of stock
options                                   -        13,350               13,350
Payment of stock option costs             -        (3,125)              (3,125)
Proceeds from sale of common
stock                               109,460       180,441              517,401
                                ------------  ------------  -------------------
  Net Cash Provided by
   Financing Activities             652,498       277,969            1,157,967
                               ------------  ------------  -------------------

NET INCREASE (DECREASE) IN CASH           -        (1,447)                   -

CASH - BEGINNING OF PERIOD                -         1,447                    -
                               ------------  ------------  -------------------

CASH - END OF PERIOD           $          -  $          -  $                 -
--------------------           ============  ============  ===================

</TABLE>

        See accompanying notes to consolidated financial statements.

                                      F-14
<PAGE>



                    TREZAC INTERNATIONAL CORPORATION, INC.
                                AND SUBSIDIARY
                          (F/K/A TREZAC CORPORATION)
                       (F/K/A MARKETCENTRAL.NET CORP.)
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                    -------------------------------------


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------

Cash paid for interest                         $         0  $          0
                                               ===========  ============

Income taxes paid                              $         0  $          0
                                               ===========  ============


NON-CASH INVESTING AND FINANCING ACTIVITIES:
--------------------------------------------

During the year ended December 31, 2002, the Company issued warrants having a
fair value of $34,000 in connection with its equity investment in AdServers.

During the year ended December 31, 2002, the Company's note receivable-related
party was reduced by approximately $37,000 because the related party paid for
day-to-day business expenses on behalf of the Company.

The Company issued 59,180 shares of common stock for a $100,000 note payable
and $10,667 interest payable extinguishments to a stockholder during the year
ended December 31, 2002.  The shares were valued at $88,770, the fair market
value of the Company's trading common stock on the grant date.  The Company
recognized a gain on debt extinguishments of $21,897.




        See accompanying notes to consolidated financial statements.


                                      F-15
<PAGE>


            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS
------ -----------------------------------------------------------------

     (A) ORGANIZATION AND BUSINESS OPERATIONS
     ----------------------------------------

     Trezac International Corporation, Inc. (formerly known as Trezac Corp.)
     (formerly known as MarketCentral.net Corp.)(the "Company") was
     incorporated in the state of Colorado August 2, 2000.  The Company is in
     the developmental stage, as defined in Financial Accounting Standards
     Board Statement No. 7.  The Company is a development stage provider of
     products and services that enable publishers, advertisers, direct
     marketers and promotional merchants to market products and/or
     advertisements to Internet Service Providers (ISP) subscribers.

     (B) PRINCIPLES OF CONSOLIDATION
     -------------------------------

     The consolidated financial statements include the accounts  of the Company
     and its wholly owned inactive subsidiary.  All significant intercompany
     balances and transactions have been eliminated in consolidation.

     (C) CASH AND CASH EQUIVALENTS
     -----------------------------

     Cash and cash equivalents  consist  primarily  of cash in banks and highly
     liquid investments with original maturities of 90 days or less.

     (D) DEFERRED OFFERING COSTS
     ---------------------------

     The Company has charged all previously capitalized deferred offering costs
     to expense during the year ended December 31, 2002.   This  resulted  in a
     $320,000 charge to operations for the year ended December 31, 2002.
     (See Note 8c)








                                      F-16
<PAGE>


            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

     (E) EQUITY INVESTMENT
     ---------------------

     The  Company  accounts  for  its  24%  investment  in AdServersOnline, LLC
     ("AdServers") under the equity method.

     In  August 2001, the Company entered into an asset purchase  agreement  to
     acquire 100% of Online Asset Courtesy, Inc. ("OACI"), whose only asset was
     24,250  units  of AdServers in exchange for 31,250 shares of the Company's
     common stock valued  at  $2,813 and a warrant to purchase 31,250 shares at
     $.10 for a period of three years valued at $1,563.  The warrant was valued
     at fair market value using  the  Black-Scholes pricing model.  Significant
     assumptions used were a risk-free interest rate of 4.04% and volatility of
     453%.  Also in August 2001, the Company  acquired  an  additional 3,191.50
     units of AdServers for 25,000 shares of the Company's common  stock valued
     at  $2,250.   The Company purchased 1,851.85 additional units in  December
     2001 for $4,630.

     In January 2002,  the  Company  issued  warrants  to  certain  partners of
     AdServers  to  purchase  200,000  shares of the Company's common stock  at
     $0.24  per share, expiring in 2005 for  the  completion  of  the  software
     system to  be  used  to sell the Company's products and services under the
     joint marketing agreement.   The  fair  market value of the warrants using
     the Black-Scholes pricing model of $34,000  was  recorded as an additional
     contribution of capital to AdServers.  Significant assumptions used were a
     risk-free interest rate of 4.50% and volatility of 413%.

     (F) EMPLOYEE RECEIVABLES
     ------------------------

     From  time  to time, the Company advances monies to  the  Chief  Executive
     Officer to cover  future  business  expenses.   The  receivables  are non-
     interest  bearing  and  the  Company  expects  to  either  have day-to-day
     expenses  paid  out  of these funds or receive these funds back  from  the
     Chief Executive Officer.

     (G) NOTES AND INTEREST RECEIVABLE, RELATED PARTY
     ------------------------------------------------

     From time to time during  2002  and  2001,  the  Company  loaned the Chief
     Executive  Officer  monies  at an interest rate of 8%.  The principal  and
     interest is due upon maturity,  which  is  five  years for all notes.  The
     interest  and notes have been included in Notes and  Interest  Receivable,
     Related Party  in  the  accompanying  balance sheets.  The loans were made
     prior to the Sarbanes Oxley Act of 2002.

                                      F-17
<PAGE>


            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


     (H) PROPERTY AND EQUIPMENT DEPRECIATION
     ---------------------------------------

     Property   and  equipment  are  recorded  at   cost   less   depreciation.
     Depreciation  is provided for on the straight-line method over five years,
     the estimated useful  life of the assets.  Depreciation expense was $2,707
     and $2,708 for the years ended December 31, 2002 and 2001, respectively.

     (I) FAIR VALUE OF FINANCIAL INSTRUMENTS
     ---------------------------------------

     The carrying amounts of  employee  receivables,  accounts payable, accrued
     expenses,  notes  payable  and  convertible  debt approximate  fair  value
     because of the short maturity of these items.

     (J) IMPAIRMENT OF LONG-LIVED ASSETS
     -----------------------------------

     The Company reviews long-lived assets for impairment  under  Statement  of
     Financial  Accounting Standards No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets."  Long-lived assets to be held and used are
     reviewed for  impairment  whenever  events  or  changes  in  circumstances
     indicate that the carrying amount of an asset may not be
     recoverable.  The carrying amount of a long-lived asset is not recoverable
     if it exceeds the sum  of  the undiscounted cash flows expected to result
     from the  use  and eventual disposition  of  the  asset.  Long-lived
     assets to be disposed of are reported at the lower of carrying  amount  or
     fair value less cost to sell.   During  the year ended December 31, 2002,
     the Company  determined that there were no long-lived assets that were
     impaired.











                                      F-18
<PAGE>


            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


     (K) INCOME TAXES
     ----------------

     The Company accounts  for  income  taxes  under  the  Financial Accounting
     Standards  Board  Statement  of  Financial  Accounting Standards  No.  109
     "Accounting  for Income Taxes" ("Statement 109").   Under  Statement  109,
     deferred tax assets  and  liabilities  are  recognized  for the future tax
     consequences  attributable to differences between the financial  statement
     carrying amounts  of  existing assets and liabilities and their respective
     tax bases.  Deferred tax assets and liabilities are measured using enacted
     tax rates expected to apply  to taxable income in the years in which those
     temporary differences are expected  to  be  recovered  or  settled.  Under
     Statement  109,  the  effect on deferred tax assets and liabilities  of  a
     change in tax rates is  recognized  in  income in the period that includes
     the enactment date.  Valuation allowances  are  established when necessary
     to reduce deferred tax assets to the amount expected to be realized.

     (L) LOSS PER COMMON SHARE
     -------------------------

     The Company computes earnings (loss) per common share  in  accordance with
     Statement  of Financial Accounting Standards No. 128, Earnings  Per  Share
     (SFAS No. 128).   The  Statement  requires  dual presentation of basic and
     diluted  EPS on the face of the income statement  for  all  entities  with
     complex capital  structures and requires a reconciliation of the numerator
     and  denominator of  the  basic  EPS  computation  to  the  numerator  and
     denominator  of  the  diluted  EPS  computation.   In  computing basic and
     diluted  loss per share for the years ended December 31,  2002  and  2001,
     common stock equivalents such as warrants and options were not included in
     the computation  of  weighted average shares because their inclusion would
     be anti-dilutive.

     (M) EMPLOYEE STOCK BASED COMPENSATION
     -------------------------------------

     The Company accounts for  employee  related stock-based compensation using
     the  intrinsic  value method prescribed  in  Accounting  Principles  Board
     Opinion No. 25, "Accounting  for  Stock  Issued  to Employees" and related
     Interpretations  and  elects  the  disclosure  option  of   SFAS  No.  123
     "Accounting for Stock-Based Compensation".  Accordingly, compensation cost
     for stock options is measured as the excess, if any, of the fair  value of
     the  Company's  stock at the date of the grant over the amount an employee
     must  pay  to  acquire   the   stock.   The  Company  also  records  stock
     compensation expense for any options  issued  to  non-employees  using the
     fair  value method prescribed in SFAS 123.  The Company did not issue  any
     options to employees during the years ended December 31, 2002 and 2001.

                                      F-19
<PAGE>


            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


     (N) COMMON STOCK SPLITS
     -----------------------

     The Board  of  Directors  declared  a  16:1  reverse stock split effective
     September 28, 2001 and a 100:1 reverse split effective July 25, 2002.  All
     per share amounts and number of shares outstanding  in  this  report  have
     been restated retroactively for the reverse stock split.

     (O) USE OF ESTIMATES
     --------------------

     In  preparing  the  financial  statements  in  conformity  with accounting
     principles generally accepted in the United States of America,  management
     is  required  to  make  estimates and assumptions that effect the reported
     amounts of assets and liabilities  and disclosure of contingent assets and
     liabilities  at  the date of the financial  statements  and  revenues  and
     expenses during the  reported  period.   Actual  results could differ from
     those estimates.

     (P) RECLASSIFICATION
     --------------------

     Certain  amounts reported in the Company's financial  statements  for  the
     year ended  December  31,  2001  have  been reclassified to conform to the
     current year presentation.

     (Q) RECENT ACCOUNTING PRONOUNCEMENTS
     ------------------------------------

     The Financial Accounting Standards Board  has  recently issued several new
     Statements of Financial Accounting Standards.

     Statement   No.   143   "Accounting  for  Asset  Retirement   Obligations"
     establishes  standards  for   the   initial   measurement  and  subsequent
     accounting for obligations associated with the sale, abandonment, or other
     type  of  disposal  of  long-lived  tangible  assets   arising   from  the
     acquisition, construction, or development and/or normal operation  of such
     assets.   SFAS No. 143 is effective for fiscal years beginning after  June
     15, 2002, with earlier application encouraged.

                                      F-20
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

(Q) RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
     -------------------------------------------

     In August 2001,  the  FASB issued SFAS 144, "Accounting for the Impairment
     or Disposal of Long-Lived  Assets".   This  statement  addresses financial
     accounting  and  reporting  for the impairment or disposal  of  long-lived
     assets  and  supercedes  FASB  Statement  No.  121,  "Accounting  for  the
     Impairment of Long-Lived Assets  and  for Long-Lived Assets to be Disposed
     Of".   The  provisions  of  the  statement  are  effective  for  financial
     statements issued for the fiscal years beginning after December 15, 2001.

     In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No.
     4,  44,  and  64,  Amendment  of  FASB  Statement No.  13,  and  Technical
     Corrections.  SFAS 145 rescinds the provisions of SFAS No. 4 that requires
     companies  to classify  certain gains and losses from debt extinguishments
     as extraordinary items, eliminates the provisions of SFAS No. 44 regarding
     transition to the Motor Carrier Act of 1980 and amends  the  provisions of
     SFAS No. 13 to require that certain lease modifications be treated as sale
     leaseback transactions.  The provisions of SFAS 145 related to
     classification of debt extinguishments are effective for fiscal years
     beginning after May 15, 2002.  An earlier application was encouraged, the
     Company adopted SFAS 145 and  accordingly  has recorded the current year's
     gain on the extinguishment of debt in Other Income (Expense) in the
     accompanying Statements of Operations.

     In July 2002, the  FASB issued SFAS No. 146, "Accounting for Restructuring
     Costs."  SFAS 146 applies  to  costs  associated  with  an  exit  activity
     (including restructuring) or with a disposal of long-lived assets.   Those
     activities  can include eliminating or reducing product lines, terminating
     employees and  contracts  and  relocating  plant  facilities or personnel.
     Under SFAS 146, the Company will record a liability  for a cost associated
     with an exit or disposal activity when that liability  is incurred and can
     be measured at fair value.  SFAS 146 will require the Company  to disclose
     information about its exit and disposal activities, the related costs, and
     changes  in  those  costs in the notes to the interim and annual financial
     statements that include  the period in which an exit activity is initiated
     and in any subsequent period until the activity is completed.  SFAS 146 is
     effective prospectively for  exit  or  disposal activities initiated after
     December 31, 2002, with earlier adoption  encouraged.   Under  SFAS 146, a
     company cannot restate its previously issued financial statements  and the
     new  statement  grandfathers the accounting for liabilities that a company
     had previously recorded under Emerging Issues Task Force Issue 94-3.



                                      F-21
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

(Q) RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
     -------------------------------------------

     In  December  2002,   the  Financial  Accounting  Standards  Board  issued
     Statement No. 148, "Accounting for Stock-Based Compensation-Transition and
     Disclosure - an amendment  of FASB Statement No. 123," ("SFAS 148").  SFAS
     148  amends  FASB  Statement  No.   123,   "Accounting   for  Stock  Based
     Compensation" ("SFAS 123") and provides alternative methods for accounting
     for  a  change  by registrants to the fair value method of accounting  for
     stock-based compensation.   Additionally,  SFAS  148 amends the disclosure
     requirements  of  SFAS  123  to  require  disclosure  in  the  significant
     accounting policy footnote of both annual and interim financial statements
     of the method of accounting for stock based-compensation  and  the related
     pro  forma  disclosures  when the intrinsic value method continues  to  be
     used.   The  statement  is effective  for  fiscal  years  beginning  after
     December 15, 2002, and disclosures  are  effective  for  the  first fiscal
     quarter beginning after December 15, 2002.

     Management does not expect the impact from these pronouncements  to have a
     material  impact  on  the  Company's  consolidated  financial  position or
     results of operations.


NOTE 2  ACQUISITION
------  -----------

     On  March  21,  2001, FCOM, a reporting shell company, was acquired by the
     Company.  The Company  exchanged  all of its issued and outstanding common
     stock, 747 A warrants and 747 B warrants  exercisable  at $800  and $1600,
     respectively for 1,548 shares of the Company's  common  stock and acquired
     in a separate transaction from the majority stockholders of the Company an
     additional  1,225  shares  of  common stock  in exchange  for  a  $325,000
     convertible debenture.  The convertible  debenture  was convertible at 60%
     of  the  average  market price of the Company's common stock  for  the  30
     preceding days at the  option  of  the debenture holder.  Immediately upon
     completion  of the  acquisition, FCOM  was  relieved  of  $233,280  of the
     debt by releasing  the shares  to  the  debenture  holders.  During  2001,
     subsequent  to  the  acquisition,  $80,978  of  the  remaining  $91,720 of
     convertible debentures were repaid in cash of $42,500 and the issuance  of
     $38,478 in common stock.  Due to the fact that following the  acquisition,
     the  stockholders of  FCOM were  in control  of the  combined  entity, the
     acquisition is accounted for as though FCOM is the accounting acquirer and
     the  acquisition is  treated as a  recapitalization of FCOM for accounting
     purposes.  The operations  of MarketCentral  are included in the financial
     statements beginning on March 21, 2001.  FCOM assumed $248,282 in  debt in
     the transaction and has recorded this as a reduction of additional paid in
     capital.

                                      F-22
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


NOTE 3  PREPAID EXPENSES
------  ----------------
     As of December 31,  2002,  the  Company  recorded  a  deferred  consulting
     expense of $303,171 net of a valuation write-down charge of $2,077,865 and
     a  charge to operations for amortization of $1,131,546 for the year  ended
     December  31,  2002,  which  are  included  in  general and administrative
     expenses.  The deferred asset represents the deferred  portion of the fair
     value  of  stock  and options issued to consultants for services  that  is
     being expensed over  their  respective  lives.   The  valuation write-down
     charge  during the year ended December 31, 2002 was recorded  due  to  the
     fact that  the  total  fair  value  of the options issued for services was
     greater  than the fair value of the services  to  be  provided  under  the
     respective   agreements.   The  Company  will  continue  to  evaluate  the
     recoverability  of  the  unamortized  portion  of  the deferred consulting
     expense in subsequent periods.

     As of December 31, 2002, the Company has recorded $18,669  in prepaid loan
     fees.  Loan fees related to the Company's convertible debentures are being
     amortized  over  the life of the notes, which are one year.  Amortization,
     which is included  in  interest  expense in the accompanying statements of
     operations, related to these loan  fees,  was  $115,156 for the year ended
     December 31, 2002.

     Additionally,  prepaid expense as of December 31,  2002  contains  prepaid
     professional fees  of  $17,980,  which  will  be  applied  against  future
     invoices.

     Prepaid  expenses  as  of  December  31,  2001  was comprised primarily of
     prepaid consulting fees amounting to $101,970.









                                      F-23
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


NOTE 4  NOTES AND INTEREST RECEIVABLE - RELATED PARTY
------  ---------------------------------------------

     As of December 31, 2002, the Company has entered into nine note agreements
     with an officer/stockholder aggregating approximately  $640,000,  of which
     $540,000  is  recorded  as  a  subscription receivable in the accompanying
     balance sheets and $66,554 remains unpaid at December 31, 2002.  The notes
     are unsecured, due at various dates during 2006 and 2007 and bear interest
     at 8% per annum with principal and  accrued interest due at maturity.  The
     Company has not loaned the officer/stockholder  any amounts since February
     2002  in accordance with the Sarbanes Oxley Act of  2002.   In  connection
     with the notes, the Company has recorded approximately $51,000 of interest
     income for the year ended December 31, 2002 in the accompanying statements
     of operations.  Accrued  interest receivable was $58,949 and $10,000 as of
     December 31, 2002 and 2001, respectively.


NOTE 5  NOTES PAYABLE - RELATED PARTY
------  -----------------------------

     The  Company  received loans  from  stockholders  aggregating  $60,750  on
     various dates during  the  year  ended  December  31, 2002.  The notes are
     unsecured, mature in forty-five days from issuance date, and bear interest
     at 8% per annum with principal and accrued interest  due at maturity.  The
     notes  were  not  repaid or extended at their maturity dates  and  are  in
     default as of December  31,  2002.  The Company is currently working out a
     payment plan with the stockholders to repay the notes.

     Interest expense for the related  party notes payable has been recorded by
     the  Company  and  is included in interest  expense  in  the  accompanying
     statements of operations.

     The  Company  also had  other  related  party  notes  payable  aggregating
     $206,045 as of  December  31,  2001.   Notes,  with  an aggregate value of
     $40,545,  were  repaid during the year ended December 31,  2002.   Another
     note, with a value of $65,500, was forgiven during the year ended December
     31, 2002 and has  been recorded as a gain on extinguishment of debt in the
     accompanying statement  of  operations.   Another  note,  with  a value of
     $100,000, was satisfied with a stock issuance (See Note 7).



                                      F-24
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 6  STOCK-BASED COMPENSATION
------  ------------------------

     The  Company  accounts  for  stock  based  compensation in accordance with
     Statement  of Financial Accounting Standards  No.  123,   "Accounting  for
     Stock-Based Compensation".  The standard requires the Company to adopt the
     "fair  value"   method   with   respect  to  stock-based  compensation  of
     consultants  and  other  non-employees,   which  resulted  in  charges  to
     operations of $7,103,937 and $401,869 for the  years  ended  December  31,
     2002  and  2001.  The Company also had stock-based compensation, a portion
     of which was  recorded  as capitalized prepaid consulting fees of $303,171
     and $101,970 as of December 31, 2002 and 2001 (See Note 3).  In estimating
     the value of the above stock-based  compensation,  the  Company  used  the
     Black-Scholes pricing model.  The average risk-free interest rate used was
     1.49%-4.75%,  volatility  was  estimated  at 261.96%-420.00%, the expected
     life was one year for the valuation of all options and warrants issued.

     The Company did not adopt the fair value method,  in  accordance with SFAS
     123,  with  respect  to  employee  related stock-based compensation.   The
     Company continues to account for these  under the "intrinsic value" method
     in accordance with APB 25.  During the years  ended  December 31, 2002 and
     2001, the Company did not issue any options to employees.



NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT
------  -----------------------------------------

     The Company had authorized 100,000,000 shares of $.0001  par  value common
     stock.   In January 2002, the Board of Directors approved an amendment  to
     the articles  of incorporation to increase the authorized shares of common
     stock from 100,000,000 to 500,000,000.

     On January 31,  2002, the Company entered into a securities sale agreement
     with a group of investors  providing  for  the  issuance  of  12%  secured
     convertible  debentures in the aggregate principal amount of $500,000  due
     January  31, 2003  at  a  conversion  price  calculated  at  the  time  of
     conversion  for  the  aggregate consideration of  $500,000 and warrants to
     purchase 10,000 shares of common stock, exercisable at the lesser of $5.70
     or the average of the lowest three trading prices during the 20-day period
     prior to exercise, expiring  January  31,  2005.  On January 31, 2002, the

                                      F-25
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     Company received $250,000 and issued warrants  to purchase 5,000 shares of
     common stock valued at $97,500 to be expensed as loan fees over the length
     of the note.  All assets of the Company secure the  debentures.   Interest
     is  payable  on  dates  at  the  option of the holder.  The debentures are
     convertible into shares of common  stock  at the lesser of $7.50 per share
     or 50% of the market price of the Company's  common  stock for the average
     of  the  lowest  three  trading prices during the 20-day period  prior  to
     conversion.  As of December  31,  2002, none of these debentures have been
     converted.  The Company recorded $250,000  as  interest  expense  for  the
     beneficial  conversion feature related to the debentures issued on January
     31, 2002.  The amounts due in January 2003 were not repaid and the Company
     is currently  working  out  a  payment plan with the group of investors to
     repay the convertible debentures.

     In  order to provide additional working  capital  and  financing  for  the
     Company's  expansion,  the  Company  entered  into  convertible  debenture
     agreements  with  four accredited investors ("the Purchasers") on May  31,
     2002 whereby the Purchasers  acquired  an  aggregate  of  $50,000  of  the
     Company's  15%  Convertible  Debentures, due May 31, 2003.  As of December
     31,  2002, none of these debentures  have  been  converted.   The  Company
     issued  warrants  to  purchase  980 common shares valued at $33,296, to be
     expensed as loan fees over the length  of  the  notes.   The  warrants are
     exercisable immediately, and have a life of three years.  The Company also
     recorded $50,000 as interest expense for the beneficial conversion feature
     related to these debentures.

     In  order  to  provide  additional  working capital and financing for  the
     Company's  expansion,  the  Company  entered  into  convertible  debenture
     agreements with four accredited investors  (the "Purchasers") on September
     30, 2002 whereby the Purchasers will acquire an  aggregate of $150,000 of
     the Company's 12% Convertible Debentures, due September 30, 2003.   As  of
     December  31, 2002, the  Company received $62,000 from  the investors and
     none  of  these  debentures  have  been  converted.   The  Company  issued
     warrants   to   purchase   300,000   common   shares   valued  at  $1,642,
     to  be  expensed  as  loan  fees  over  the  length  of  the  notes.   The
     warrants are exercisable immediately, and have a life of three years.





                                      F-26
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     During   the  last  three  years,  the  Company  has  issued  unregistered
     securities  as  described  below.  None of these transactions involved any
     underwriters, underwriting discounts  or  commissions, except as specified
     below,  or  any  public  offering,  and  the Company  believes  that  each
     transaction  was  exempt  from  the  registration   requirements   of  the
     Securities  Act  of  1933 by virtue of Section 4(2) thereof, Regulation  D
     promulgated thereunder,  or  Regulation S where indicated.  All recipients
     had  adequate access, through their  relationship  with  the  Company,  to
     information  about  the  Company.   The  facts  relied  upon to make these
     exemptions  available  were  that  each of the issuances were  made  to  a
     limited number of parties that were accredited investors and each of these
     parties  were provided access to information  regarding  the  Company  or,
     through their  relationship  with the Company, were aware of the Company's
     activities.

     On  March  20, 2001, the Company issued an aggregate of  1,879  shares  of
     common stock  for consulting services valued at $64 per share representing
     $120,265 in services.   The  Company  issued  397  shares  of common stock
     valued at $97 per share representing a $38,478 note payable  converted  to
     common  stock  to several consultants.  Such issuance was made pursuant to
     the  exemption  provided  in  Section  4(2)  of  the  Securities  Act  for
     transactions by an issuer not involving a public offering.

     On March 21, 2001  the Company issued 1,548 shares of the Company's common
     stock in exchange for  all  of the issued and outstanding shares of common
     stock of FCOM and 747 A warrants  and 747 B Warrants to purchase shares of
     FCOM common stock.  Such issuances  were  made  pursuant  to the exemption
     provided  in  Section  4(2) of the Securities Act for transactions  by  an
     issuer not involving a public offering.

     On May 8, 2001 the Company issued 531 shares of the Company's common stock
     valued at $11 per share for $5,844 to several consultants in consideration
     for services rendered.   Such  issuances  were  pursuant  to the exemption
     provided  in  Section  4(2) of the Securities Act for transactions  by  an
     issuer not involving a public offering.


                                       F-27
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------
     On June 22, 2001 the Company  issued  250  shares  of the Company's common
     stock as compensation for services rendered valued at  $21  per  share  to
     several  consultants.   Such  issuances  were  pursuant  to  the exemption
     provided  in  Section  4(2) of the Securities Act for transactions  by  an
     issuer not involving a public offering.

     On  July  17, 2001 the Company  issued  1,313  and  2,656  shares  of  the
     Company's common stock valued at $16.00 per share and $160 per share to an
     unrelated party  in  consideration for consulting services rendered to the
     Company.  Such issuances  were  pursuant  to  the  exemption  provided  in
     Section  4(2)  of  the  Securities  Act  for transactions by an issuer not
     involving a public offering.

     On July 23, 2001, the Company issued 313 and  469  shares of the Company's
     common  stock  valued  at  $240  and  $11 per share for, respectively,  to
     consultants for services rendered to the  Company.   Such  issuances  were
     made  pursuant to the exemption provided in Section 4(2) of the Securities
     Act for transactions by an issuer not involving a public offering.

     On July  31,  2001,  the Company issued 250 shares of the Company's common
     stock to a related party  valued  at  $9  per  share, to purchase 3,191.50
     membership interests in the related party.  The  Company  also  issued 313
     shares  of  the  Company's common stock valued at $9 per share to purchase
     24,250 membership  units in the related party and 100% of a second related
     party.  Such issuances  were pursuant to the exemption provided in Section
     4(2) of the Securities Act  for  transactions by an issuer not involving a
     public offering.

     On September 6, 2001, the Company  issued  625  shares  of  the  Company's
     common  stock  upon  the  exercise  of outstanding options by an unrelated
     party,  which  were  exercised  at $12 per  share.   Such  issuances  were
     pursuant to the exemption provided  in  Section 4(2) of the Securities Act
     for transactions by an issuer not involving a public offering.

     On  September  7,  2001,  the Company issued 1,250 shares of the Company's
     common stock valued at $1 for  services  rendered  by several consultants.
     Such issuances were pursuant to the exemption provided  in Section 4(2) of
     the  Securities Act for transactions by an issuer not involving  a  public
     offering.




                                      F-28
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     On September  17,  2001,  the  Company  issued 469 shares of the Company's
     common stock upon the exercise of outstanding options which were exercised
     at $5.60 per share by an unrelated party and on  September  28,  2001  the
     Company issued  750 shares of the Company's common stock upon the exercise
     of outstanding options by an unrelated party which were exercised at $3.50
     per share.  Such  issuances  were  pursuant  to  the exemption provided in
     Section  4(2)  of the Securities Act for transactions  by  an  issuer  not
     involving a public offering.

     Also in September,  the  Company  approved  a  reverse  stock split of the
     Company's common stock at the rate of 16 to 1 for stockholders  of  record
     on  September 27, 2001.  In connection with the reverse split, the Company
     issued  127  shares  of  common  stock in order to prevent the issuance of
     fractional shares.

     On October 10, 2001, the Company issued  60,000  shares  of  the Company's
     common stock to the Company's Chief Executive Officer,  valued  at  $9 per
     share  in exchange for a promissory note in the amount of $540,000.   Such
     issuance  was  pursuant  to  the exemption provided in Section 4(2) of the
     Securities Act for transactions  by  an  issuer  not  involving  a  public
     offering.

     On October 12, 2001, the Company executed a stock purchase agreement  with
     an  unrelated  party,  pursuant  to which the Company may sell to offshore
     investors, up to 84,000 shares of  the  Company's restricted common stock.
     Pursuant to the stock purchase agreement,  the  Company  agreed to sell to
     purchasers in an offshore transaction which was negotiated  outside of the
     United States and consummated outside of the United States shares  of  the
     Company's  restricted common stock at a purchase price equal to 40% of the
     reported bid  price  of  the  Company's  common stock as quoted on the OTC
     Bulletin Board for the five trading days preceding  the  date of purchase.
     As  of  March  15,  2002,  the  Company  has issued 84,000 shares  of  the
     Company's common stock to investors designated  by  the unrelated party at
     prices  ranging  from $3.20 to $5.00 per share. Such issuances  were  made
     pursuant to the exemption provided in Regulation S of the Securities Act.

     On October 17, 2001  and  February  5,  2002, the Company issued 2,500 and
     8,500 shares to a related party of the Company's  common  stock  valued at
     $13 and $23 per share, respectively, as compensation for services rendered
     to the Company.  Such issuances were pursuant to the exemption provided in
     Section  4(2)  of  the  Securities  Act  for transactions by an issuer not
     involving a public offering.

                                     F-29
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     On  October  17,  2001, the Company issued a  three-year  warrant  to  one
     individual  to  purchase  5,000  shares  of  the  Company's  common  stock
     exercisable at 120%  of  the  closing bid of the Company's common stock on
     October 16, 2001, $1.00 per share.   Such  issuance  was  pursuant  to the
     exemption  provided in Section 4(2) of the Securities Act for transactions
     by an issuer not involving a public offering.

     On October 19,  2001,  the  Company  issued 17,262 shares of the Company's
     common stock upon the conversion of outstanding debt by a related party in
     the  aggregate amount of $224,408.  Such  issuance  was  pursuant  to  the
     exemption  provided in Section 4(2) of the Securities Act for transactions
     by an issuer not involving a public offering.

     On October 19,  2001  the  Company  issued  a  three  year  warrant to one
     individual  to  purchase  300,000  shares  of  the Company's common  stock
     exercisable at $14.00 per share and on October 24, 2001 the Company issued
     warrants  to  two  individuals  to  purchase,  pursuant  to  a  consulting
     agreement, an aggregate of 100,000 shares of the  Company's  common  stock
     exercisable  at  $14.00  per  share.   Such issuances were pursuant to the
     exemption provided in Section 4(2) of the  Securities Act for transactions
     by an issuer not involving a public offering.

     On October 24, 2001, the Company issued 150 shares of the Company's common
     stock  upon the exercise of outstanding options  by  an  unrelated  party,
     which were  exercised  at  $4.00 per share.  Such issuance was pursuant to
     the  exemption  provided  in  Section  4(2)  of  the  Securities  Act  for
     transactions by an issuer not involving a public offering.

     On November 8, 2001, the Company  issued  a  warrant  to one individual to
     purchase 10,000 shares of the Company's common stock at  an exercise price
     of  $1.00  per  share.   Such  issuances  were  pursuant  to the exemption
     provided  in  Section  4(2) of the Securities Act for transactions  by  an
     issuer not involving a public offering.

     On December 3, 2001, the  Company  issued  1,000  shares  of the Company's
     common stock to AdServersOnline for patent rights valued at  $7,000.  Such
     issuances were made pursuant to the exemption provided in Section  4(2) of
     the  Securities  Act  for transactions by an issuer not involving a public
     offering.

     On December 3, 2001, the Company issued 9,400 shares of common stock to an
     unrelated party valued  at  $7  per  share  for  services  rendered to the
     Company.  Such issuances were made pursuant to the exemption  provided  in
     Section  4(2)  of  the  Securities  Act  for transactions by an issuer not
     involving a public offering.

                                     F-30
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     On December 20, 2001, the Company issued 26,154  shares  of  the Company's
     common stock valued at $320,000 to several companies for deferred offering
     costs  related  to  an  investment  agreement.   Such issuances were  made
     pursuant to the exemption provided in Section 4(2)  of  the Securities Act
     for transactions by an issuer not involving a public offering.

     In December 2001 and January 2002 the Company issued 2,000  warrants to an
     entity to purchase the Company's common stock at prices ranging from $9.60
     to  $1.50  per  share  which  warrants  have  since been cancelled.   Such
     issuances were pursuant to the exemption provided  in  Section 4(2) of the
     Securities  Act  for  transactions  by  an issuer not involving  a  public
     offering.

     In  January  2002,  the  Company  entered into  a  three-month  consulting
     agreement with an unrelated party for  strategic  and  company development
     consulting in exchange for $33,750 and 3,000 shares of common stock valued
     at $55,000.

     In  January  2002,  the  Company  issued warrants to certain  partners  of
     AdServers to purchase 2,000 shares  of  the  Company's common stock at $24
     per share, expiring in 2005 for the completion  of  the software system to
     be the used to sell the Company's products and services  under  the  joint
     marketing agreement.  The fair market value of the warrants of $34,000 was
     recorded  as  an  additional  capital  contribution  to  AdServers.  As of
     December 31, 2002, the development of the software system  is still in the
     application stage, as defined by SOP 98-1.  The value of the  warrants  is
     included in Equity Investment in the accompanying balance sheets.

     In April 2002, the Company amended the Registration Statement of Form S-8,
     filed  on  December  4,  2001 with the Securities and Exchange Commission.
     The Post-Effective Registration Statement will register and issue into the
     existing 2001 Stock Option Plan an additional 40,000 shares.

     In April 2002, the Company  entered  into  a  consulting agreement with an
     unrelated party for introductions to European ISP  companies  and  related
     due  diligence  for  a term of 6 months in exchange for a stock option  to
     purchase 30,000 shares  of  the  Company's  common  stock at  $10 having a
     total fair value of $284,963.  The stock option was immediately  exercised
     as payment for a  $300,000 invoice related to this agreement.  The Company
     has expensed the full $284,963 to operations as of December 31, 2002.

                                     F-31
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     In May 2002, the Company entered into a one year consulting agreement with
     an  unrelated  party  for  business advisory services in exchange for  the
     option to purchase 2,500 shares  of  the  Company's  common  stock  at  an
     exercise  price  of  $10,  and having a fair value of $132,474.  The stock
     option was immediately exercised as payment in full for a $25,000 invoice.
     The transaction was recorded  as  deferred  consulting expense and will be
     amortized over the life of the agreement.  The  Company  has  expensed the
     full $132,474 to operations as of December 31, 2002.

     Also,  in  May  2002,  the  Company  entered  into  a six-month consulting
     agreement with a related party for accounting and SEC  reporting  services
     in  exchange  for  the  option  to  purchase 1,500 shares of the Company's
     common stock at an exercise price of  $10,  and  having  a  fair  value of
     $64,486.   The  stock  option was immediately exercised.  The Company  has
     expensed the full $64,486 to operations as of December 31, 2002.

     During June 2002, the Company  entered  into  seven  six-month  consulting
     agreements,  one with a related party and the remaining six with unrelated
     parties, in exchange  for  the  options  to  purchase 38,500 shares of the
     Company's common stock at exercise prices ranging  from  $10  to $20.  The
     stock  options  were  all exercised immediately.  The fair value of  these
     option issuances totaled  $724,349.   The  Company  has  expensed the full
     $724,349 to operations as of December 31, 2002.

     On  July  24,  2002, the Company issued 59,180 shares of common  stock  at
     $1.50 per share  for  extinguishment  on  $110,667  of related party notes
     payable and accrued interest.  The stock issuance was  valued  at the fair
     market  value  on  the  grant  date.   The Company recorded a gain on  the
     extinguishment of $21,897 during the year ended December 31, 2002.

     During July 2002, the Company's Board of Directors authorized the creation
     of 25,000,000 shares of preferred stock,  $.0001  par value per share.  As
     of December 31, 2002, the Company had not issued any preferred stock.

     During August 2002, the Company issued 3,000 shares  of  common  stock  at
     $3.30 per share for a three-month consulting agreement.  The fair value of
     the  issuance of $9,900 was amortized over the life of the agreement.  The
     Company  has  expensed  the  full  $9,900 to operations as of December 31,
     2002.


                                      F-32
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     During October 2002, the Company issued  1,875,000  shares of common stock
     at $1.01 per share, the fair value of the Company's trading  common  stock
     on  the grant date, for employment services to the Chief Executive Officer
     in accordance with an employment agreement.  The Company expensed the full
     amount of $1,893,750 during the year ended December 31, 2002.

     Also  during  October 2002, the Company issued 500,000 options to purchase
     500,000 shares  of  the Company's common stock to an unrelated party for a
     twenty-four month consulting  agreement.   The  options  were issued at an
     exercise price of $.01, and having a fair value of $482,765.   The options
     were  immediately  exercised.   The  transaction  has  been recorded as  a
     deferred  consulting expense and will be amortized over the  life  of  the
     agreement.   As  of December 31, 2002, the Company has recorded a deferred
     consulting expense  of  $37,500  and  expensed $12,500 for amortization in
     relation  to  this  agreement.  Additionally,  the  Company  has  recorded
     $432,765 for an impairment  charge in relation to this agreement since the
     total fair value of the options  issued  for services was greater than the
     fair value of the services to be provided under the respective agreement.

     During November 2002 the Company issued 210,000  shares of common stock at
     $1.01, the fair value on the grant date, to two unrelated parties for full
     payment of consulting invoices.  The Company expensed  the  full amount of
     $212,100  during  the  year ended December 31, 2002, which valued  at  the
     Company's closing price on the grant date.

     Also  during  November 2002,  the  Company  issued  1,715,000  options  to
     purchase 1,715,000  shares  of  the  Company's  common  stock  to  various
     stockholders  for  payment  on  consulting  agreements ranging from twelve
     months to twenty-four months.  The options were  issued at exercise prices
     ranging from $.10 to $1.00, and having a total fair value of approximately
     $1,616,550.   The  options were immediately exercised.   The  transactions
     have been recorded as  a deferred consulting expense and will be amortized
     over the life of the agreements.  As of December 31, 2002, the Company has
     recorded a deferred consulting  expense  of $210,938 and expensed $109,063
     for amortization in relation to this agreement.  Additionally, the Company
     has recorded $1,296,550 for an impairment  charge  in  relation  to  these
     agreements  since  the total fair value of the options issued for services
     was greater than the  fair  value of the services to be provided under the
     respective agreement.


                                      F-33
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 7  STOCKHOLDERS' EQUITY AND CONVERTIBLE DEBT (Continued)
------  -----------------------------------------------------

     During December 2002 the Company  issued 150,000 shares of common stock to
     an unrelated party for cash based on  a  stock  purchase  agreement.   The
     issuance was valued at $.01 per share, which was less than the fair market
     value of the Company trading common stock on the grant date.

     Also  during December 2002, the Company issued 200,000 options to purchase
     200,000  shares of the Company's common stock to a stockholder for payment
     on a consulting  agreement of twenty-four months.  The options were issued
     at an exercise price  of  $.25,  and  having a fair value of approximately
     $48,278.  The options were immediately  exercised.   The  transaction  has
     been  recorded as a deferred consulting expense and will be amortized over
     the life  of  the  agreement.   As  of  December 31, 2002, the Company has
     recorded a deferred consulting expense of  $47,236 and expensed $1,042 for
     amortization in relation to this agreement.

     On July 25, 2002, the Board of Directors and a majority of shareholders of
     the  Company  voted  to  effectuate a 100:1 reverse  stock  split  of  the
     Company's currently issued  and  outstanding shares of common stock.  As a
     result of the reverse split, 36,699,191  common  shares  were  retired and
     replaced by 366,992 common shares.

     All  shares  and  per  share  amounts have been retroactively restated  to
     reflect this transaction.


NOTE 8 COMMITMENTS AND CONTINGENCIES
------ -----------------------------

     (A) ASSET ACQUISITION
     ---------------------


     On  May 6, 2001, the Company entered into an asset purchase agreement with
     a  Panamanian   corporation  ("the  Seller").   Under  the  terms  of  the
     agreement, the Company  purchased  the  sole  assets  of  the Seller.  The
     assets  of  the  Seller  included  Uniform  Record Locator (URL),  Website
     including HTML, Java, JavaScript, Graphics in both SOURCE and WEB formats,
     Operating  object  code  in  Flash for the CasusCards.com  system,  System
     Documentation, and Business Plans and Marketing Plans.  The purchase price
     for the assets was $100,000 to  be paid as restricted common shares of the
     Company.  The Company and the Seller have since cancelled the agreement.

                                      F-34
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 8 COMMITMENTS AND CONTINGENCIES (Continued)
------ -----------------------------------------

     (B) LICENSE AGREEMENT
     ---------------------

     On May 7, 2002, the Company entered  into  a  new license agreement with a
     Costa Rican corporation.  Based on the terms of  the  agreement, the Costa
     Rican  corporation,  at the direction of its directors, will  license  the
     Company  to utilize certain  proprietary  technology  in  connection  with
     another corporation  and  associated  services.   The Company will have an
     exclusive license for one year, and nonexclusive rights  for an additional
     seven  years to represent the other corporation.  The parties  agree  that
     for full consideration for the license a nonrefundable operating fee shall
     be payable  to  the Company directed by the Costa Rican corporation on the
     basis of revenue from the other corporation's operations.  The purchase of
     the license will  be made with 1,000 common shares of the Company's common
     stock delivered as  restricted under rule 144 as full payment.  Management
     will value the license fee and the stock at $50,000 each.  The license fee
     shall be equal to 0.5%  of  the  gross  revenue  of  the other corporation
     generated by all USA based merchants during the first  year  and  0.25% of
     the  gross  revenue during the subsequent seven years.  As of December  1,
     2002, no stock  has been issued nor were any services performed under this
     agreement.

     In relation to the above new license agreement, the Company entered into a
     one year consulting  agreement  with  a  consultant.  The agreement became
     effective on May 8, 2002.  the consultant  agreed  to  monitor  the  other
     corporation's  operations at the Company's head offices, provide oversight
     of all business  operations  that  involve  the  Company's  clients in the
     United  States,  and  provide  the  other corporation's expertise  to  the
     Company  as  required  when liaisoning with  the  Company's  clients  with
     respect  to  the  other  corporation's   products   and   services.    The
     consideration  for  this  consulting  agreement was the option to purchase
     2,500 shares of the Company's common stock.



                                                   F-35
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 8 COMMITMENTS AND CONTINGENCIES (Continued)
------ -----------------------------------------

     (C) INVESTMENT AGREEMENT
     ------------------------

     In December 2001, the Company entered into an investment agreement to sell
     up to 65,000,000 shares of the Company's  common stock having an aggregate
     purchase price of $10,000,000 over a four-year  period  beginning  upon  a
     registration  statement being declared effective.  The Company decides the
     number of shares  to  sell  during  a  10-day  period  each  quarter.  The
     purchase  price of the shares is subject to certain limitations  based  on
     the market  price  and  trading volume of the Company's common stock.  The
     Company paid a placement  fee and an advisory fee equal to 5% to the sales
     purchase amounts.  The Company  issued  865,384  shares  of  common  stock
     valued  at  $112,500  as  an  advisory fee, 288,461 shares of common stock
     valued at $37,500 as a commitment  fee,  1,153,846  shares of common stock
     valued at $150,000 as a placement fee and 307,692 shares  of  common stock
     valued  at  $20,000 for legal fees.  These fees were recorded as  deferred
     offering costs as of December 31, 2001.

     During the year  ended  December 31, 2002, the Company recorded a $320,000
     charge to operations related  to  these  fees  since  the  sale  was never
     completed and the agreement was terminated.

     (D) JOINT MARKETING AGREEMENT
     -----------------------------

     In  July  2001  the Company entered into a joint marketing agreement  with
     AdServers  to act  as  the  non-exclusive  sales  representative  for  the
     Company's products  and  services  for  a period of three years and may be
     automatically renewed for successive one-year  periods.  The Company shall
     pay commissions of 20% or 50% on net revenues generated  from  the sale of
     the Company's non-primary and primary products and services, respectively.
     Since  no  revenues  have  been  generated  through December 31, 2002,  no
     commissions have been paid.








                                      F-36
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 8 COMMITMENTS AND CONTINGENCIES (Continued)
------ -----------------------------------------

     (E) STOCK SALE AGREEMENT
     ------------------------

     In October 2001, the Company entered into a stock  sale  agreement with an
     international  company  to sell up to 84,000 restricted shares  of  common
     stock.  The Company also  agreed  to issue three-year warrants to purchase
     500  shares  of common stock  at 120%  of  the  closing bid price prior to
     the date funding is received for every $50,000 funded.   During  the  year
     ended  December  31,  2001, the Company sold 50,487 shares of common stock
     for $180,441 and issued  150,000 warrants.  During the year ended December
     31, 2002, the Company sold  33,513  shares  of  common stock for $107,988.
     Additionally,  the  Company  issued  3,360  shares  of  common  stock  for
     consulting  fees  related  to this agreement valued at $57,120  and  fully
     expensed during the year ended December 31, 2002 to operations.

     (F) LITIGATION
     --------------

     During November 2001, a complaint  was  filed  in  the  District  Court of
     Denver  County,  Colorado  against  the Company and certain other parties.
     The complaint has alleged, among other things, that the defendants induced
     the plaintiff to invest the sum of $50,000.00  through  a  series of false
     statements  and  omissions of material facts.  The complaint alleges  that
     the defendants' actions  constitute  statutory  and  common-law  fraud and
     concealment,  as  well  as  negligent  misrepresentation.  The Company  is
     vigorously contesting this complaint and believes the complaint is without
     merit.  Resolution is not expected to occur  quickly  and thus the outcome
     cannot presently be predicted.  It is the opinion of management  that  the
     ultimate  resolution  of  this  complaint  will  not materially affect the
     Company's consolidated financial position and, therefore  has not recorded
     a  contingent  liability  in  the  accompanying financial statements.   In
     connection  with  the  complaint,  the  Company   asserted  a  third-party
     complaint  against  one  of  the other defendants in the  Denver  District
     Court.   The  defendant  counterclaimed,   asserting   claims  for  unpaid
     compensation  and  breach of contract (among other claims).   The  Company
     moved to stay the litigation  and  to have the Denver District Court order
     the parties to arbitration.  The Denver  District  Court denied the Motion
     to Stay and Ordered the parties to Trial.  The Company  has since appealed
     the  Order  to  Trial.     The  Company  is  vigorously  contesting   this
     counterclaim  and  believes the counterclaim is without merit.  Resolution
     is not expected to occur  quickly and thus the outcome cannot presently be

                                      F-37
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

NOTE 8 COMMITMENTS AND CONTINGENCIES (Continued)
------ -----------------------------------------

     predicted.  It is the opinion  of  management that the ultimate resolution
     of this counterclaim will not materially affect the Company's consolidated
     financial position and, therefore has  not recorded a contingent liability
     in the accompanying financial statements.

     During March 2002, a third party filed a complaint against the Company, in
     the Arapahoe County District Court.  After  service  of the complaint, the
     Company and the plaintiff settled the litigation.  In  connection with the
     settlement, the Company has recorded $40,000 to operations during the year
     ended December 31, 2002.


NOTE 9  LINE OF CREDIT
------  --------------

     The Company had a $5,000 revolving line of credit with a  bank  during the
     year ended December 31, 2002 and 2001.  As of December 31, 2002,  the line
     of credit was canceled and all amounts were paid to the bank.


NOTE 10  GOING CONCERN
-------  -------------

     The  Company's  financial statements for the year ended December 31,  2002
     have been prepared  on  a  going  concern  basis,  which  contemplated the
     realization of assets and the settlement of liabilities and commitments in
     the normal course of business.  The Company has a net loss from operations
     of  $10,036,613 since  inception,  a  negative  cash  flow  from operating
     activities  of $1,035,647, a working capital deficiency of $452,461  and a
     stockholders' deficiency  of $277,311.  Due to the net losses and negative
     cash flows from operating activities  since inception, the Company may not
     be able to meet such objectives as presently structured.  The consolidated
     financial statements do not include any adjustments that might result from
     the outcome of this uncertainty.

                                      F-38
<PAGE>



            TREZAC INTERNATIONAL CORPORATION, INC. AND SUBSIDIARY
                         (F/K/A TREZAC CORPORATION)
                      (F/K/A MARKETCENTRAL.NET CORP.)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------


NOTE 11  SUBSEQUENT EVENTS
-------  -----------------

    On January 22, 2003,  the  Company entered into a  Stock Purchase Agreement
    ("the Agreement")  with  Millagro SRL,  a  company  doing business  in  the
    Republic of Moldova, ("the acquiree") whereby the Company will acquire 100%
    of the  ownership interests in the acquiree for a total consideration given
    by Trezac of  $8,250,000.   The consideration will be paid by the Company's
    issuance  of  Rule 144  restricted shares of  common stock on the effective
    date of  the agreement.  Generally accepted  accounting  principles  in the
    United States of America require that the company whose shareholders retain
    a majority interest in a business  combination be  treated as the  acquirer
    for accounting purposes.   As a result of the exchange,  Millagro SRL  will
    become the majority shareholder and accordingly the accounting acquirer and
    the transaction will be treated as a reverse acquisition and
    recapitalization of Millagro SRL.

    In  February  2003,  the Company  entered  into  two  separate Officer  and
    Director Agreements with the  Chief Executive Officer and a Director of the
    Company.  The agreements have terms of three years commencing on January 9,
    2003.   The agreements require  the  Company to pay to the  Chief Executive
    Officer and the Director  2,108,781 and  1,917,074 common shares restricted
    under Rule 144, respectively,  upon the completed  acquisition of  Millagro
    SRL.   Additionally,  the agreements  require the  Company to pay the Chief
    Executive Officer $150,000 for each of the three years and pay the Director
    $110,000 for each of the three years.


                                      F-39

<PAGE>







ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     On January 25, 2002 the Company dismissed Rogoff & Company, located in New
York, as the Company's principal accountant and engaged A.J. Robbins, P.C., as
its principal independent accountant to audit the financial statements of the
Company for the year ended December 31, 2001.

     The reports of Rogoff & Company on the Company's financial statements for
the years ended December 31, 1999 and 2000 did not contain an adverse opinion or
a disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting  principles.

     The decision to change accountants was approved by the Company's Board of
Directors on January 25, 2002.  The Board of Directors determined that the
Company's auditing needs could be handled by A.J. Robbins, P.C., as efficiently
and more economically compared to the former accounting firm.

During the years ended December 31, 1999 and 2000 and subsequent interim period
preceding the dismissal Rogoff & Company, the Company's accountant, there were
no disagreements between the Company and its former CPA, Rogoff & Company on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Rogoff & Company, would have caused them to
make reference to the subject matter of the disagreement in connection with
its reports.

In January, 2002, the Registrant engaged AJ. Robbins as its principal accountant
to audit the Registrant's financial statements as successor to Rogoff & Company.
During the Registrant's two most recent fiscal years or subsequent interim
period, the Registrant has not consulted AJ. Robbins regarding the application
of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Registrant's financial statements, nor did AJ. Robbins, PC. provide advice to
the Registrant, either written or oral, that was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue.  Further, during the Registrant's two most recent
fiscal years or subsequent interim period, the Registrant has not consulted
AJ. Robbins, PC. on any matter that was the subject of a disagreement or a
reportable event.

On August 7, 2002, the, received a letter dated July 31, 2002 from AJ. Robbins,
PC. ("AJ. Robbins"), its independent public accountants, notifying the Company
that AJ. Robbins, PC. has resigned as its independent public accountants.



                                        31
<PAGE>




AJ. Robbins' PC. opinion in its report on the Company's financial statements
for the year ended December 31, 2001 and for the period from August 2, 2000
(inception) to December 31, 2000 expressed substantial doubt with respect to the
Company's ability to continue as a going concern.  During the two most recent
fiscal years and the subsequent interim period preceding August 7, 2002, AJ.
Robbins, PC. did not issue any other report on the financial statements of the
Company which contained  any  adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting principles.
Furthermore, during the two most recent fiscal years and the subsequent interim
period  preceding August 7, 2002, there were no disagreements with AJ. Robbins,
PC. within the meaning of Instruction 4 to Item 304 of Regulation S-B under the
Securities Exchange Act of 1934 on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of AJ. Robbins, PC., would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement in connection with any report they might
have issued.

In January, 2002, the Registrant engaged Weinberg & Company, PA as its
principal accountant to audit the Registrant's financial statements as
successor to AJ. Robbins, PC.  During the Registrant's two most recent fiscal
years or subsequent interim period, the Registrant has not consulted Weinberg
& Company, PA regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, nor did Weinberg
& Company, PA provide advice to the Registrant, either written or oral, that
was an important factor considered by the Registrant in reaching a decision
as to the accounting, auditing or financial reporting issue.  Further, during
the Registrant's two most recent fiscal years or subsequent interim period,
the Registrant has not consulted Weinberg & Company, PA on any matter that
was the subject of a disagreement or a reportable event.




                                        32

<PAGE>





                                    PART III


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

Our directors and executive officers are as follows:


Current Executive Officers and Directors:

Name                     Age       Position with Registrant
----                     ---       ------------------------

Paul Taylor              44       President and Director

Esper Gullatt, Jr.       44       Director, (CFO following the Millagro
                                             acquisition)


Proposed Executive Officers and Directors:

Name                     Age       Position with Registrant
----                     ---       ------------------------

Iurie Bordian            45       Chief Operating Officer, Director

Ruslan Romanciuc         23       Director and Senior VP Operations

Constantin Volnitchi     42       Director and Senior VP Operations


Our directors hold office until the next annual meeting of our stockholders
or until their successors are duly elected and qualified.  Our executive
officers serve at the pleasure of the Board of Directors.  Set forth below
is a summary description of the principal occupation and business experience
of our director and  executive officer for at least the last five years.


WORK BACKGROUND
---------------

Paul Taylor - Chairman, Chief Executive Officer, Secretary and Treasurer

Paul Taylor has served as our Chairman, Chief Executive Officer, Secretary, and
Treasurer since April 2000.  Since August 2000 Mr. Taylor has also served as a
director of FCOM, Inc. From 1999 through 2000, Mr. Taylor worked for a venture
capital firm in New York, E-nginuty LLC and from 1998 through 1999 worked for
Traughtman Wasserman and Co., a New York broker-dealer.  From 1995 to 1998, Mr.


                                        33
<PAGE>




Taylor co-founded Hyde Park Advisors and served as a principal of Hyde Parks
Advisors a NASDAQ member, broker dealer affiliate of Regency Capital Partners.
From 1993 to 1995, Mr. Taylor served as a Senior Vice President of W. J. Nolan
and Company; a New York based Bond Brokerage House.  From 1990 to 1993, Mr.
Taylor co-founded the BGL Offshore Fund.  Mr. Taylor was the CEO, director and
majority shareholder of FCOM prior its acquisition by Trezac.

On February 12, 2003, the Company entered into an Officer and Director
Agreement with Mr. Taylor, to serve as Chairman and Chief Executive office for
a two year term commencing May 15, 2003.  (See Exhibit 10.25 "Officer and
Director Agreement.")


Proposed Executive Officers and Directors:
------------------------------------------

Esper Gullant, Jr. - Director

Esper Gullant, Jr. was appointed a Director in the Company on January 9, 2003.
Mr. Gullatt shall oversee and direct all activities related to the Auditing and
Accounting processes of the Company, as well as oversight of all Auditing and
Accounting processes in the Company's subsidiaries.  Mr. Gullatt, has served as
a consultant to the Company since July, 2001.  On January 9, 2003, he was
appointed Director of the Company.  For the period from October, 2000
through July, 2001, Mr. Gullatt worked for FCOM providing business development
services.  From March 1999 through October 2000, Mr. Gullatt worked for Telecom
Wireless Corporation as Executive Vice President Business Operations.  From July
1998 to March, 1999 Mr. Gullatt served as the Chief Executive Officer for
Capstone Group Corporation located in Englewood Colorado and he served as the
Chief Financial Officer for Data Cellular Computer Solutions from October 1995
through July, 1998.

In February, 2002, the Company entered into an agreement with Esper Gullatt, Jr.
for a twelve month period whereby Mr. Gullatt's responsibilities include
providing consulting services related to the financial preparation of
MarketCentral.net Corp and/or our subsidiaries.  For his services the Company
agreed to issue to Mr. Gullatt a fee of 7,500 (reflects July 25, 2002 reverse
stock split) restricted shares of its common stock.  On February 12, 2003, the
Company entered into an Officer and Director Agreement with Mr. Gullant, for a
two year term commencing May 15, 2003.  (See Exhibit 10.26 "Officer and
Director Agreement.")


Iurie Bordian - Chief Operating Officer, Director

Iurie Bordian recruited to the position of COO of Trezac in May, 2003.
From 2002 to 2003 he co-founded MILLAGRO SRL in Moldova and serves as
Director General.  In 2002, he was Director General of MA-VEST SRL, in
Moldova.  From 1998 to 2000 he was CFO and Financial Director of MA-VEST SRL,


                                        34
<PAGE>




Moldova.  From 1994-1998 he was Chief Legal Department of "MA-VEST" SRL.  From
1992-1994 he worked in the State Control Department of the Republic of Moldova
as Chief of its District Branch in the District of Soroca.  From 1990-1992 he
was on the City Council in the District of Soroca From 1988-1990 he was legal
counselor for the Ministry of Internal Affairs of the Republic of Moldova
Investigator (Economic and Financial offences) From 1985-1990 Public
Prosecutor's Office Republic of Moldova, Chief Investigator.  From 1983-1985
District Trade Association - District of Soroca, Legal Counselor.  Education:
1978-1983 State University of Moldova, University Cluj-Napoca, Romania
Specialization - Financial Law.  His language skills include:  Romanian -
native; Russian, French - fluent. Some English.


Ruslan Romanciuc - Director and Senior VP Operations

June 2001 - Present Millagro SRL. Manager Analytical-Economic Department
2001 Graduated International Management Institute, Finance Faculty
Strong language skills include:  Romanian - native; Russian, French - fluent,
English - fluent.


Constantin Volnitchi - Director and Senior VP Operations

Jan. 2003 - Present SRL Millagro as General Director
1997 - 2003 Chief of the State Security Department of Soroca district
1989 - 1997 1st assistant of the Chief of Police Department Soroca district
1984 - 1989 Studied Law at Superior Military School, Law Faculty, Saint-
Petersburg


Compliance with Section 16(A) Of the Securities Exchange Act Of 1934

The following persons have failed to file, on a timely basis, the identified
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year:

                                  Number    Transactions     Known Failures
                                 Of late    Not Timely       To File a
Name and principal position      Reports    Reported         Required Form
---------------------------      -------   --------------    --------------
Paul Taylor, President                 2            0             0
Esper Gullatt, Jr.                     0            0             0
Iurie Bordian                          0            0             0
Ruslan Romanciuc                       0            0             0
Constantin Volnitchi                   0            0             0



                                        35
<PAGE>




INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Involvement on Certain Material Legal Proceedings During the Last Five Years

(1)  No director, officer, significant employee or consultant has been
     convicted in a criminal proceeding, exclusive of traffic violations
     or is subject to any pending criminal proceeding.

(2)  No bankruptcy petitions have been filed by or against any business or
     property of any director, officer, significant employee or consultant
     of the Company nor has any bankruptcy petition been filed against a
     partnership or business association where these persons were general
     partners or executive officers.

(3)  No director, officer, significant employee or consultant has been
     permanently or temporarily enjoined, barred, suspended or otherwise
     limited from involvement in any type of business, securities or
     banking activities.

(4)  No director, officer or significant employee has been convicted of
     violating a federal or state securities or commodities law.


ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth summary information concerning executive
compensation.

<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE
                          -----------------------------
         Annual Compensation                 Awards        Payouts
        ---------------------                 ------        -------
Name and                                      Restricted
Principal                                     Stock
Position(s)              Year    Salary($)    Bonus($)    Other($)      Awards
                                                        Compensation  (# shares)
-----------------------   ----   --------- --------    --------      ----------
<S>                       <C>    <C>        <C>        <C>           <C>
Paul Taylor
Chairman of the Board
Chief Executive Officer
Treasurer and Secretary   2002   $125,000          -           -            -
                          2001   $125,000          -   6,000,000(*)
                          2000   $      -          -           -            -


                                        36
<PAGE>




Roy Spectorman
Former President          2002          -          -           -            -
                          2001          -          -           -            -
                          2000   $108,000          -           -            -

Esper Gullatt, Jr.
   CFO
   Director
   (Appointed May, 2003)

 ------------

(*) Pursuant to Mr. Taylor's employment agreement, Mr. Taylor agreed to purchase
60,000 shares of our restricted common stock at the purchase price of $9.00
per share for which payment we accepted a five year promissory note.

</TABLE>



OPTION GRANTS IN FISCAL YEAR 2002

We have not granted any options to our officers or directors to purchase
shares of our common stock for the fiscal year ended December 31, 2002.


EMPLOYMENT AGREEMENTS

Paul Taylor
-----------

On February 12, 2003, we entered into an employment agreement to retain the
services of Paul R. Taylor to serve as our chairman for a term of two years.
Pursuant to the agreement we have agreed to pay Mr. Taylor a base salary of
$185,000 per year cash payable in installments according to the Company's
regular payroll schedule.   Mr. Taylor shall have irrevocable eligibility for
annual increases of the base salary to a maximum of 10% per year, but not
decreases, at the discretion of the Board.  Mr. Taylor's annual bonus is equal
to maximum of 750% of the Chairman's annual salary at the discretion of the
Board.  Also pursuant to the employment agreement, Mr. Taylor is scheduled to
receive 8,206,900 common shares restricted under rule 144 upon the completed
acquisition of Millagro SRL.  The Company agrees to compensate Taylor with
common stock upon any subsequent acquisitions to a maximum of 12% of each
acquisition price when paid in stock, or stock to the value of a maximum of 12%
in each occurrence if acquisition is paid for in cash.

As part of the Employment Agreement with Mr. Taylor, the Company has agreed to
provide Mr. Taylor with director's and officer's insurance of up to $10,000,000
which insurance we have not yet obtained. Included in the agreement, Mr. Taylor
has executed a confidentiality and a non-compete clause for the term of his

                                        37
<PAGE>




employment.  The Employment Agreement can be terminated for the following
reasons:  a)  in the event the employee intentionally breaches a material
provision of the Employment Agreement; b)  either Party may terminate this
Agreement at any time by giving written notice to the other; c)  termination
shall be in addition to and shall not affect its rights and remedies regarding
confidentiality, nonsolicitation of employees, other remedies in the employment
agreement and indemnification; d) upon termination the employee shall have the
right to receive all compensation for any period subsequent to the date of such
termination; e)  upon termination for cause or not for cause, all stock held by
the employee will be deemed fully vested under Rule 144 and the Company will
provide a legal opinion at the Company's expense stating such 144 stock held by
employee is fully vested, and remove legend if applicable under Rule 144.


Esper Gullatt, Jr.
------------------

On February 12, 2003, we entered into an employment agreement to retain the
services of Esper Gullatt, Jr. to serve as a Director of our Company for a term
of two years commencing on May 15, 2003.  Pursuant to the agreement we have
agreed to pay Mr. Gullatt a base salary of $168,000 per year cash payable in
installments according to the Company's regular payroll schedule.   Mr. Gullatt
shall have irrevocable eligibility for annual increases of the base salary to a
maximum of 10% per year, but not decreases, at the discretion of the Board.  Mr.
Gullatt 's annual bonus is equal to maximum of 750% of the annual salary at the
discretion of the Board.  Also pursuant to the employment agreement, Mr. Gullatt
is scheduled to receive 8,206,900 common shares restricted under rule 144 upon
the completed acquisition of Millagro SRL.  The Company agrees to compensate
Gullatt with common stock upon any subsequent acquisitions to a maximum of 10%
of each acquisition price when paid in stock, or stock to the value of a
maximum of 10% in each occurrence if acquisition is paid for in cash.

As part of the Employment Agreement with Mr. Gullatt, the Company has agreed to
provide Mr. Gullatt with director's and officer's insurance of up to $10,000,000
which insurance we have not yet obtained. Included in the agreement, Mr. Gullatt
has executed a confidentiality and a non-compete clause for the term of his
employment.  The Employment Agreement can be terminated for the following
reasons:  a)  in the event the employee intentionally breaches a material
provision of the Employment Agreement; b)  either Party may terminate this
Agreement at any time by giving written notice to the other; c)  termination
shall be in addition to and shall not affect its rights and remedies regarding
confidentiality, nonsolicitation of employees, other remedies in the employment
agreement and indemnification; d) upon termination the employee shall have the
right to receive all compensation for any period subsequent to the date of such
termination; e)  upon termination for cause or not for cause, all stock held by
the employee will be deemed fully vested under Rule 144 and the Company will
provide a legal opinion at the Company's expense stating such 144 stock held by
employee is fully vested, and remove legend if applicable under Rule 144.



                                        38
<PAGE>




STOCK PLANS

     Effective March 17, 2003 we adopted a 2003 plan ("Plan") to provide a means
of non-cash remuneration to selected eligible participants who contribute most
to our operating progress and earning power.  Pursuant to the Plan, we have a
total number of 10,000,000 shares of our common stock reserved for issuance
either directly as stock awards or as shares of common stock underlying options
granted.  The Plan will terminate on November 26, 2005.  On March 17, 2003, we
registered the shares of our common stock which underlie our Plan on a Form S-8
registration statement.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of the Company's outstanding common stock prior the acquisition of
Millagro as of May 1, 2003, (i) each person known by the Company to be the
beneficial owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, (ii) each director of the Company, (iii) the executive
officers of the Company, and (iv) by all directors and executive officers of
the Company as a group, prior to and upon completion of this Offering.  Each
person named in the table, has sole voting and investment power with respect
to all shares shown as beneficially owned by such person and can be contacted
at the address of the Company.

<TABLE>
<CAPTION>

                             Number of shares of           Percent of
                             common stock                  common stock
                             beneficially                  beneficially
Name of                      owned or right                owned or right
Beneficial Owner             to direct vote                to direct vote (1)
---------------------        -----------------------       ------------------
<S>                              <C>                          <C>
Paul Taylor (2)(3)               1,937,271(3)                 23.0%
CEO, Chairman

Z3 Limited(4)                      750,000                     8.9%

Esper Gullatt, Jr. (5)             103,232                     1.2%
Director
                                -----------------------------------
Totals:                          2,788,524                    33.1%

All officers and directors       2,038,524                    24.2%
as a group (2 persons)
______________________

</TABLE>


                                        39
<PAGE>




(1)   Such figures are based upon 8,420,408 shares of our common stock
outstanding as of May 1, 2003

(2)  Paul Taylor, office:  105 Sechaver. Chisinau, Republic of Moldova.

(3)   Mr. Taylor was issued 1,875,000 on October 11, 2002, for services
rendered to Trezac Corp.  Prior to October 11, 2002, Mr. Taylor directly owned
62,271 shares of Common Stock which were issued to Mr. Taylor in connection
with the issuance of a promissory note from Mr. Taylor and the Plan of
Reorganization and Acquisition in December 2000. Such figure does not include
163 shares owned by Mr. Taylor's wife and does not include 163 shares owned by
Mr. Taylor's child in connection with the Plan or Reorganization and
Acquisition entered in December 2000.  This number also does not include
8,206,900 shares Mr. Taylor is scheduled to receive pursuant to the completion
of the acquisition of Millagro SRL.

(4)  Z3 Limited, Apartado 10455-1000, San Jose, Costa Rica, Adrianna Quiros,
President.

(5)  Esper Gullatt, Jr. office:  1240 South Parker Road, Suite 203, Denver, CO
80231.  This number includes 1,979 shares owned by Mr. Gullatt wife.  This
number does not include 8,206,900 shares Mr. Gullatt is scheduled to receive
pursuant to the completion of the acquisition of Millagro SRL.


Beneficial Ownership After the Acquisition
------------------------------------------

The following table sets forth information regarding the beneficial ownership
of the shares of Company's outstanding common stock after the acquisition of
Millagro as of May 29, 2003 (i) each person known by the Company to be the
beneficial owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, (ii) each director of the Company, (iii) the executive
officers of the Company, and (iv) by all directors and executive officers of
the Company as a group, prior to and upon completion of this Offering.  Each
person named in the table, has sole voting and  investment power with  respect
to all shares shown as beneficially owned by such person and can be contacted
at the address of the Company.


                                        40
<PAGE>



<TABLE>
<CAPTION>
                             Number of shares of           Percent of
                             common stock                  common stock
                             beneficially                  beneficially
Name of                      owned or right                owned or right
Beneficial Owner             to direct vote                to direct vote (1)
---------------------        -----------------------       ------------------
<S>                             <C>                            <C>
Mr. Iurie Bordian(2)             97,968,750                    68.9%
Chief Operating Officer
Director

Mrs. Iulia Bordian(3)             5,156,250                     3.6%

Paul Taylor(4)(5)                10,144,171(5)                  7.1%
CEO, Chairman

Esper Gullatt, Jr.(6)             8,310,132                     5.8%
Chief Financial Officer
Director

Constantin Volnitchi (7)            500,000                     0.3%
Director

Ruslan Romanciuc (8)              3,000,000                     2.1%
Director


                                ------------------------------------
Totals:                         125,077,324                    87.8%

All officers and directors      119,921,074                    84.2%
as a group (5 persons)

----------------------

</TABLE>


(1)   Such figures are based upon 142,039,696 shares of our common stock
outstanding after the acquisition of Millagro SRL, as of May 29, 2003.

(2)  Iurie Bordian, MD-3003, Soroca, mun Soroca, str. Budde Feofania, 15.
Republic of Moldova.  These shares are being issued to Iurie Bordian, as part
of the Millagro acquisition.  These 97,968,750 shares are subject to a two-year
lock-up agreement.  Such figure does not include Iurie Bordian's children,
Nicolina Bordian who will receive 3,000,000 restricted shares subject to a one-
year lock-up agreement and Vadim Bordian who will receive 3,000,000 restricted
shares subject to a 144 standard lock-up agreement.


                                        41
<PAGE>




(3)  Iulia Bordian, MD-3003, Soroca, mun Soroca, str. Budde Feofania, 15.
Republic of Moldova.  These 5,156,250 shares are being issued to Iulia Bordian,
as part of the Millagro acquisition.  These shares subject to a 144 standard
lock-up agreement.


(4)  Paul Taylor, office:  105 Sechaver. Chisinau Republic of Moldova.

(5)   Mr. Taylor was issued 1,875,000 on October 11, 2002, for services
rendered to Trezac Corp.  Prior to October 11, 2002, Mr. Taylor directly owned
62,271 shares of Common Stock which were issued to Mr. Taylor in connection
with the issuance of a promissory note from Mr. Taylor and the Plan of
Reorganization and Acquisition in December 2000.  Such figure does not include
163 shares owned by Mr. Taylor's wife and does include 163 shares owned by
Mr. Taylor's child in connection with the Plan or Reorganization and
Acquisition entered in December 2000.  This number does include 8,206,900
shares Mr. Taylor is scheduled to receive pursuant to the completion of the
acquisition of Millagro SRL, these 8,206,900 shares are subject to a 144
standard lock-up agreement.

(6)  Esper Gullatt, Jr. office:  1240 South Parker Road, Suite 203, Denver, CO
80231.  This number does include 1,979 shares owned by Mr. Gullatt wife.
This number does include 8,206,900 shares Mr. Gullatt is scheduled to receive
pursuant to the completion of the acquisition of Millagro SRL, these 8,206,900
shares are subject to a 144 standard lock-up agreement.

(7)  Constantin Volnitchi, str. Mihai Eminescu 7, Soroca 3000, Moldova.  All
500,000 of these shares are subject to a 144 standard lock-up agreement.

(8)  Ruslan Romanciuc, str. Pr. Moscovei 13, apt. 27, Chisinau 2068, Moldova.
All 3,000,000 of these shares are subject to a 144 standard lock-up agreement.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We obtained a demand loan from one of our stockholders, Frank Evanshen, in
the amount of $37,500 on August 9, 2000, and in the amount of $28,000 on
November 7, 2000.  The notes bear interest at the Chase Prime Rate plus 1% per
annum.  Unpaid principal after the due/demand date will accrue interest at
10% per annum.   The management of the Company and its auditors have attempted
to contact Mr. Evanshen for past two years.  They have been unsuccessful in
obtaining any response.  This remains an outstanding unpaid balance with no
demand to satisfy this balance.

The paid indirect compensation to Roy Spectorman, our former President, in
the amount of $9,000 per month, by virtue of a management services agreement
with New Horizons Assets Management Corp., a former consultant to us, of which
Mr. Spectorman is the president and beneficial owner.  We also utilized a
portion of the business facilities, computers, telephone and office supplies
of New Horizons Asset Management Corp during the year 2000.


                                        42
<PAGE>




Pursuant to Mr. Taylor's employment agreement, Mr. Taylor agreed to purchase
60,000 shares of our restricted common stock at the purchase price of $9.00
per share for which payment we accepted a five year promissory note.

In January, 2002, FCOM, Inc. entered into a convertible debenture with our
former chief financial officer, Michael Hudson.  Mr. Hudson was terminated on
February 6, 2002.  Mr. Paul Taylor our current Chief Executive Officer was the
Chief Executive Officer of FCOM, Inc.  Pursuant to the debenture, FCOM, was to
repay Mr. Hudson $25,000 by February 1, 2002 plus interest calculated at the
rate of 18%.  Such debenture was convertible into shares of Northstar Network
Corp. had we completed a contemplated merger with Northstar.  The principal
and interest of the convertible debenture was repaid to Mr. Hudson in full in
August, 2002.

In February, 2001, FCOM, Inc. borrowed $100,000 from its consultant Esper
Gullatt, Jr. due on February 27, 2007 with interest payment at the rate of 5%
per annum.  The Company issued 59,180 shares at $1.50 per share for
extinguishment on this note.  The loan amount due Mr. Gullatt was $100,000
with $10,667 in interest accrued at the time of extinguishments.  The date
was July 24, 2002.

On June 28, 2001, AdserversOnline issued to Zachary Taylor, the minor son
of Paul Taylor, was issued 1.5 membership units of AdserversOnline and Esper
Gullatt, a former executive of FCOM, Inc., was issued 1.5 membership units of
AdserversOnline.  AdserversOnline received approximately $34,000 in the
Company's warrants, valued based the Black-Scholes Pricing Model.

The Company also had other related notes from Paul Taylor, President of
the Company, payable aggregating $206,045 as of December 31, 2001.  The Notes,
with an aggregate value of $40,545, were repaid during the year ended December
31, 2002.  Another note, with a value of $65,500, was forgiven during the year
ended December 31, 2002 and has been recorded as a gain on extinguishment of
debt in the accompanying statement of operations.  Another note from Paul
Taylor, with a value of $100,000, was satisfied with a stock issuance (See
Financial Footnotes 5 and 7).

As of December 31, 2002, the Company has entered into nine note agreements with
an officer, Paul Taylor, CEO, aggregating approximately $640,000, of which
$540,000 is recorded as a subscription receivable in the accompanying
balance sheets and $66,554 remains unpaid at December 31, 2002.  The amount
borrowed was $640,000.  Please note that none of the loans were made after the
issuance of the Sarbanes-Oxley Act.  Paul has paid zero back as of December 31,
2002. The notes are unsecured, due at various dates during 2006 and 2007 and
bear interest at 8% per annum with principal and accrued interest due at
maturity.  The Company has not loaned the officer/stockholder any amounts since




                                        43
<PAGE>




February 2002 in accordance with the Sarbanes Oxley Act of 2002.  In connection
with the notes, the Company has recorded approximately $51,000 of interest
income for the year ended December 31, 2002 in the accompanying statements of
operations.  Accrued interest receivable was $58,949 and $9,856 as of December
31, 2002 and 2001, respectively.  (See Financial Footnote 4, "Notes and Interest
Receivable-Related Party.")

The Company received loans from stockholders aggregating $60,750 on various
dates during the year ended December 31, 2002.  The notes are unsecured, mature
in forty-five days from issuance date, and bear interest at 8% per annum with
principal and accrued interest due at maturity.  The notes were not repaid or
extended at their maturity dates and are in default as of December 31, 2002.
The Company is currently working out a payment plan with the stockholders
to repay the notes.  All $60,750 of the notes are in default.


Interest expense for the related party notes payable has been recorded by the
Company and is included in interest expense in the accompanying statements of
operations.




                                        44

<PAGE>





                                    PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this Annual Report on Form
10-KSB:

(1)  Financial Statements

(2)  Exhibits


Exhibit No.                            Description
-----------                            -----------

3.0   Articles of Amendment for MarketCentral.net Corp. (a Texas corporation)
filed with the Commission on April 28, 1999 as Exhibit 2.0 to the Company's Form
10SB12G (File No. 000-25891)

3.1   Articles of Amendment to the Articles of Incorporation: All American
Consultant Aircraft, Inc. filed with the Commission on April 28, 1999 as Exhibit
2.1 to the Company's Form 10SB12G (File No. 000-25891)

3.2   Articles of Incorporation: Great American Leasing, Inc. filed with the
Commission  on April 28, 1999 as Exhibit 2.2 to the Company's Form 10SB12G (File
No.  000-25891)

3.3   By-Laws filed with the Commission on April 28, 1999 as Exhibit 2.3 to
the  Company's Form 10SB12G (File No. 000-25891)

3.4   Articles of Incorporation of MarketCentral.Net Corp. (a Delaware
corporation, filed with the Commission on April 28, 1999 as Exhibit 2.4 to the
Company's Form 10SB12G (File No. 000-25891)

3.5.   2002 Stock Option Plan filed as Exhibit 2.0 to the Company's Form S-8
filed with the Commission on December 4, 2001 (File  No.  333-74466)

3.6   Amended Articles of Incorporation of Trezac International Corporation.
(Filed herewith.)

10.1   Plan of Reorganization and Acquisition between MarketCentral.net Corp.
and FCOM Inc., filed as Exhibit 2.2 to the Company's Form 10KSB (File No.
000-25891) as filed with the Commission on April 2, 2001

10.13   Form of Investment Agreement between the Company, Dutchess Private
Equities Fund, LP and PLJ Limited, LLP dated December 10, 2001

10.14   Form of Registration Rights Agreement dated December  10, 2001
between the Company, and Dutchess Private Equities Fund and PLJ Limited, LLP


                                        45
<PAGE>




10.15   Form of Escrow Agreement dated December 10, 2001, between the Company
and May Davis Group, Inc.

10.16   Marketing Agreement between the Company and Adserversonline, LLC dated
July 18, 2001 filed as an exhibit to the Company's Form SB2 filed
with the Commission on March 18, 2002 and incorporated by reference herein.

10.17   Asset Purchase Agreement dated August 9, 2001 between the Company
and Computer Hardware Corporation filed as an exhibit to the Company's Form
SB2 filed with the Commission on March 18, 2002 and incorporated by reference
herein.

10.18   Consulting Agreement dated January 31, 2002 between The N.I.R. Group,
LLC and the Company filed as an exhibit to the Company's Form SB2  filed
with the Commission on March 18, 2002 and incorporated by reference herein.

10.19   Form of Securities Purchase Agreement dated January 31, 2002 between
AJW  Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.2 to the Company's Form 8K filed with the Commission on February 7, 2002
(File No. 000-25891)

10.20   Form of Stock Purchase Warrant dated January 31, 2002 between AJW
Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.3 to the Company's Form 8K filed with the Commission on February 7, 2002
(File No. 000-25891)

10.21   Form of Secured Convertible Debenture dated January 31, 2002 AJW
Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.4 to the Company's Form 8K filed with the Commission on February 7, 2002
(File No. 000-25891)

10.22   Form of Registration Rights Agreement dated January 31, 2002 between
AJW  Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.6 to the Company's Form 8K filed with the Commission on February 7, 2002
(File No. 000-25891)

10.23   Security Agreement dated January 31, 2002 between AJW Partners, LLC,
New  Millennium Capital Partners II, LLC, AJW/New Millennium Offshore, LTD and
Pegasus Capital Partners, LLC and the Company filed as Exhibit 10.5 to the
Company's Form 8K filed with the Commission on February 7, 2002 (File No.
000-25891)

10.24   Agreement dated March 6, 2002 between the Company and Atlantis
Investments Limited filed as an exhibit to the Company's Form SB2 filed
with the Commission on March 18, 2002 and incorporated by reference herein.


                                        46
<PAGE>




10.25   Chairman Agreement dated October 10, 2001 entered by and between Paul R.
Taylor and the Company. (previously filed)

10.26   Promissory note in the amount of $37,500 payable by the Company to Frank
Evanshen dated August 9, 2001. (previously filed)

10.27   Convertible Debenture in the amount of $25,000 payable by the Company to
Michael Hudson dated January 1, 2001. (previously filed)

10.28   Promissory note in the amount of $100,000 payable by the Company to
Esper Gullatt, Jr. dated February 27, 2001. (previously filed)

10.29   Promissory note in the amount of $540,000 payable by Paul R. Taylor to
the Company dated October 10, 2001. (previously filed)

10.30   Promissory note in the amount of $10,000 payable by Paul R. Taylor to
the Company dated December 3, 2001. (previously filed)

10.31   Promissory note in the amount of $10,000 payable by Paul R. Taylor to
the Company dated December 10, 2001. (previously filed)

10.32   Promissory note in the amount of $20,000 payable by Paul R. Taylor to
the Company dated December 21, 2001. (previously filed)

10.34   Promissory note in the amount of $25,000 payable by Paul R. Taylor to
the Company dated February 4, 2002. (previously filed)

10.35   Promissory note in the amount of $15,000 payable by Paul R. Taylor to
the Company dated February 6, 2002. (previously filed)

10.36   Promissory note in the amount of $10,000 payable by Paul R. Taylor to
the Company dated February 13, 2002. (previously filed)

10.37   Promissory note in the amount of $10,000 payable by Paul R. Taylor to
the Company dated February 20, 2002. (previously filed)

10.38   Consulting Agreement dated November 5, 2001 between Barry R. Clark and
the Company (previously filed as an exhibit to Form S-8 filed with the
Securities and Exchange Commission on December 3, 2001).

10.39   Regulation S Restricted Stock Purchase Agreement dated October 12, 2001
between the Company and Pro-Video International Inc. for the sale of up
to 8,400,000 shares of common stock of the Company. filed as Exhibit to the
Company's amended Form SB-2 filed with the Commission on October 30, 2002
(File No. 333-84470)



                                        47
<PAGE>




10.40   Amendment No. 1 to the Securities Purchase Agreement dated as of May 31,
2002 amending the Securities Purchase Agreement dated as of January 31, 2002
between the Company and AJW Partners, LLC, New Millennium Capital Partners II,
LLC, AJW/New Millennium Offshore, Ltd and Pegasus Capital Partners, LLC filed
as Exhibit to the Company's amended Form SB-2 filed with the Commission on
October 30, 2002 (File No. 333-84470)

10.41   Form of Stock Purchase Warrant dated May 31, 2002 between the Company
and AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New
Millennium Offshore, Ltd and Pegasus Capital Partners, LLC (filed as Exhibit
to the Company's amended Form SB-2 filed with the Commission on October 30,
2002 (File No. 333-84470)


10.42     Form of Secured Convertible Debenture dated May 31, 2002 between the
Company and AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New
Millennium Offshore, Ltd and Pegasus Capital Partners, LLC filed as Exhibit to
the Company's amended Form SB-2 filed with the Commission on October 30, 2002
(File No. 333-84470).

10.43     Amendment No. 2 to the Securities Purchase Agreement dated as of July
18, 2002 amending the Securities Purchase Agreement dated as of January 31, 2002
between the Company and AJW Partners, LLC, New Millennium Capital Partners II,
LLC, AJW/New Millennium Offshore, Ltd and Pegasus Capital Partners, LLC filed as
Exhibit to the Company's amended Form SB-2 filed with the Commission on October
30, 2002 (File No. 333-84470).

10.44     Form of Stock Purchase Warrant dated July 18, 2002 between the Company
and AJW Partners, LLC, New Millennium Capital Partners II, LLC,
AJW/New Millennium Offshore, Ltd and Pegasus Capital Partners, LLC
filed as Exhibit to the Company's amended Form SB-2 filed with the Commission
on October 30, 2002 (File No. 333-84470).

10.45     Form of Secured Convertible Debenture dated July 18, 2002 between the
Company and AJW Partners, LLC, New Millennium Capital Partners II,
LLC, AJW/New Millennium Offshore, Ltd and Pegasus Capital Partners,
LLC filed as Exhibit to the Company's amended Form SB-2 filed with the
Commission on October 30, 2002 (File No. 333-84470).

10.46   Form of Securities Purchase Agreement dated September 30, 2002 between
AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, LTD
and AJW Qualified Partners, LLC and the Company filed as Exhibit to the
Company's amended Form SB-2 filed with the Commission on October 30, 2002
(File No. 333-84470).

10.47   Form of Stock Purchase Warrant dated September 30, 2002 between AJW
Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore,
LTD and AJW Qualified Partners, LLC and the Company filed as Exhibit to the
Company's amended Form SB-2 filed with the Commission on October 30, 2002 (File
No. 333-84470).


                                        48
<PAGE>



10.48   Form of Secured Convertible Debenture dated September 30, 2002 between
AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, LTD
and AJW Qualified Partners, LLC and the Company filed as Exhibit to the
Company's amended Form SB-2 filed with the Commission on October 30, 2002
(File No. 333-84470).


10.49   Form of Registration Rights Agreement dated September 30, 2002 between
AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, LTD
and AJW Qualified Partners, LLC and the Company filed as Exhibit to the
Company's amended Form SB-2 filed with the Commission on October 30, 2002
(File No. 333-84470).


10.50   Security Agreement dated September 30, 2002 between AJW Partners, LLC,
New Millennium Capital Partners II, LLC, AJW Offshore, LTD and AJW
Qualified Partners, LLC and the Company filed as Exhibit to the Company's
amended Form SB-2 filed with the Commission on October 30, 2002 (File
No. 333-84470).


10.51   Escrow Agreement dated September 30, 2002 between AJW Partners, LLC,
New Millennium Capital Partners II, LLC, AJW Offshore, LTD and AJW Qualified
Partners, LLC (to be filed by amendment)

10.52   Form of amendment to the Stock Purchase Warrants dated January 31, 2002
between AJW Partners, LLC, New Millennium Capital Partners II, LLC,
vAJW/New Millennium Offshore, LTD and Pegasus Capital Partners, LLC (to
be filed by amendment)

10.53   Amendment to the Registration Rights Agreement dated January 31, 2002
between AJW Partners, LLC, New Millennium Capital Partners II, LLC,
AJW/New Millennium Offshore, LTD and Pegasus Capital Partners, LLC (to
be filed by amendment)

10.54   Employment Agreement dated February 12, 2003, between the Company and
Paul Taylor.  Filed as Exhibit to the Company's Form 10-KSB filed with the
Commission on April 30, 2003 and filed herewith as a corrected exhibit number.

10.55   Employment Agreement dated February 12, 2003, between the Company and
Esper Gullatt, Jr.  Filed as Exhibit to the Company's Form 10-KSB filed with the
Commission on April 30, 2003 and filed herewith as a corrected exhibit number.

10.56  Revised Form of Stock Purchase Agreement entered into by and among,
Trezac International Corporation, Millagro SRL and the Shareholders of Millagro
SRL, made as of the 7th day of June, 2003.

10.57  Revised Employment Agreement dated May 15, 2003, between the Company and
Paul Taylor (filed herewith).

10.58  Revised Employment Agreement dated May 15, 2003, between the Company and
Esper Gullatt, Jr. (filed herewith).

10.59  Lease Agreement, dated August 8, 2002 (filed herewith).

23.3   Consent of AJ Robbins, PC (filed herewith).

23.4   Consent of Weinberg & Company, P.A.  (filed herewith).

99.2   Certification of Chief Executive Officer (Filed herewith).


                                        49
<PAGE>




(b) Reports on Form 8-K

The Company filed a Current Report dated January 2, 2002, pursuant to Item 1
("Changes in Control of Registrant").

The Company filed a Current Report dated January 25, 2002, pursuant to Item 4
("Changes in Registrant's Certifying Accountants").  (See Item 8 above entitled
"Changes in and Disagreements with Accountants and Accounting and Financial
Disclosure.")

The Company filed a Current Report dated January 31, 2002, pursuant to Item 5
("Other Events"); and Item 7 ("Exhibits") entitled "Securities Purchase
Agreements."

The Company filed a Current Report dated August 9, 2002, pursuant to Item 4
("Changes in Registrant's Certifying Accountants"), entitled "Resignation of
Public Accountant; and Item 7 ("Exhibit") entitled "Letter of Resignation".
(See Item 8 above entitled "Changes in and Disagreements with Accountants and
Accounting and Financial Disclosure.")

The Company filed a Current Report dated October 4, 2002, pursuant to Item 4
("Changes in Registrant's Certifying Accountants"), entitled engagement of
Weinberg & Company, PA, as its independent public accountants.  (See Item 8
above entitled "Changes in and Disagreements with Accountants and Accounting
and Financial Disclosure.")

Subsequent Reports:

The Company filed a Current Report dated January 22, 2003, pursuant to Item 2
("Acquisition or Disposition of Assets"), entitled "Acquisition of Millagro
SRL;" and, Item 7. ("Exhibits"), entitled "Stock Purchase Agreement."

On February 12, 2003, the Company amended its Current Report dated August 9,
2002, pursuant to Item 4 ("Changes in Registrant's Certifying Accountants"),
entitled "rescinding the termination of its Certifying Accountant."  (See
Item 8 above entitled "Changes in and Disagreements with Accountants and
Accounting and Financial Disclosure.")

The Company filed a Current Report dated March 5, 2002, pursuant to Item 9
("Regulation FD Disclosure"), a Press Release entitled "Trezac Retains Merchant
Banker to Close Asset Backed Financing."


                                        50
<PAGE>


ITEM 14.  CONTROL AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Annual Report on Form 10- KSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary whether:

                  (i) this Annual Report on Form 10-KSB  contains any untrue
                  statement of a material fact or omits to state a material
                  fact necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period  covered by this
                  Annual Report on Form 10-KSB, and

                  (ii) the financial statements, and other financial
                  information included in this Annual Report on Form 10-KSB,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  Company as of, and for, the periods presented in this
                  Annual Report on Form 10-KSB.

There have been no significant changes in the Company's internal controls
or in other factors since the date of the Chief Executive Officer's and
Chief Financial Officer's evaluation that could significantly affect these
internal controls, including any corrective actions with regards to
significant deficiencies and material weaknesses.






                                      51
<PAGE>





                                   SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, caused this report to be signed on its
behalf by the undersigned  based upon the best information available pursuant
to Section 12b-25, thereunto duly authorized.

Dated:  June 23, 2003                    TREZAC INTERNATIONAL CORPORATION
                                         --------------------------------
                                                 Registrant

                                         By: /s/ Paul Taylor
                                         -----------------------
                                         Paul Taylor
                                         Principal Executive Officer and
                                         Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant  and in the capacities and on the dates indicated.

By:  /s/  Paul Taylor                    June 27, 2003
----------------------------------
          Paul Taylor
          Chief Executive Officer and
          Chief Financial Officer



                                       52

<PAGE>




                          TREZAC INTERNATIONAL CORPORATION


   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Paul Taylor, Chief Executive Officer and Chief Financial Officer of
Trezac International Corporation (the "Registrant"), certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4.  The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed such disclosure controls and procedures to ensure that
             material information relating to the Registrant, including its
             consolidated subsidiaries, is made known to us by others within
             those entities, particularly during the period in which this
             Annual Report is being prepared;

          b) evaluated the effectiveness of the Registrant's disclosure
             controls and procedures as of a date within 90 days prior
             to the filing date of this Annual Report (the "Evaluation Date");
             and

          c)  presented in this Annual Report our conclusions about the
              effectiveness of the disclosure controls and procedures based
              on our evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);

          a) all significant deficiencies in the design or operation of internal
             controls which could adversely affect the Registrant's ability to
             record, process, summarize and report financial data and have
             identified for the Registrant's auditors any material weaknesses
             in internal controls; and

          b) any fraud, whether or not material, that involves management or
             other employees who have a significant role in the Registrant's
             internal controls; and

     6. The Registrant's other certifying officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Dated:  June 27, 2003          Signature:  /s/ Paul Taylor
        -----------------                 -----------------------------
                                               Paul Taylor
                                               Chief Executive Officer
                                               Chief Financial Officer

<PAGE>