`SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                  FORM 10-KSB/A

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended May 31, 2000.

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from______________to_______________

                         Commission file Number 000-27885

                          CENTRACK INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

                 Delaware                            11-3342926
        (State or other jurisdiction of           (I.R.S. Employer
        incorporation or organization)         Identification Number)

              1515 N. Federal Hwy., Suite 300, Boca Raton, FL 33432
               (Address of principal executive offices) (Zip Code)

           Issuer's telephone number, including area code 561.367.0589

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

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

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

                      Common Stock, $0.0001 par value
                                (Title of Class)



        Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X   No

        Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of 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-K [ ]

        State issuer's revenues for its most recent fiscal year......$16,887.

        State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act).

        As of June 11, 2001, the aggregate market value of Common Stock, $0.0001
par value, held by non-affiliates was approximately $1,174,525.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

        State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date.

        As of May 31, 2000, there were 103,981,275 outstanding shares of
Common Stock, $0.0001 par value.

           Transitional Small Business Disclosure Format (check one)

                                    Yes        No   X

CENTRACK INTERNATIONAL, INC.
                           (A COMPANY IN LIQUIDATION)
                                TABLE OF CONTENTS
                                  MAY 31, 2000
                                     10KSB


                                                                            Page

PART I.......................................................................  2
Item 1 Description of Business...............................................  2
Item 2 Properties............................................................  3
Item 3 Legal Proceedings.....................................................  3
Item 4 Submission of Matters to a Vote of Security Holders...................  3

PART II......................................................................  4
Item 5 Market for Common Equity and Related Stockholders Matters.............  4
  Table 1....................................................................  4
Item 6 Management's Discussion and Analysis or Plan of Operation.............  5
Item 7 Financial Statements..................................................  5
Item 8 Changes in and Disagreements with Accountants on Accounting and.......
       Financial Disclosure..................................................  5

PART III.....................................................................  6
Item 9 Directors, Executive Officers, Promoters and Control Persons..........  6
  Table 2....................................................................  6
Item 10 Executive Compensation...............................................  7
  Table 3....................................................................  8
Item 11 Security Ownership of Certain Beneficial Owners and Management.......  8
  Table 4....................................................................  8
Item 12 Certain Relationships and Related Transactions.......................  8
Item 13 Exhibits and Reports on Form 8-K.....................................  8

APPENDIX A
Auditors' Report.............................................................  9
Statement of Net Assets in Liquidation ...................................... 10
Statement of Changes in Net Assets in Liquidation ........................... 11
Statements of Operations..................................................... 12
Statements of Changes in Stockholders' Equity ............................... 13
Statements of Cash Flows..................................................... 14
Notes to the Financial Statements......................................... 15-22

SIGNATURES
Signature Page .............................................................. 23


PART I

Item 1.        Description of Business.

               CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
                THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO
            DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS

         In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, readers of this document and any
document incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both statements
of historical facts and forward looking statements. Forward looking statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially for those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earning or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of the Company or its management or Board
of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors or regulatory
authorities, (iii) statements of future economic performance, and (iv)
statements of assumptions underlying other statements and statements about the
Company or its business.

         This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ materially
from those indicated by forward looking statements. These risks and
uncertainties include price competition, the decisions of customers, the actions
of competitors, the effects of government regulation, possible delays in the
introduction of new products and services, customer acceptance of products and
services, the Company's ability to secure debt and/or equity financing on
reasonable terms, and other factors which are described herein and/or in
documents incorporated by reference herein.

         The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Company should not be
construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the effective date of such Act. Forward
looking statements are beyond the ability of the Company to control and in many
cases the Company cannot predict what factors would cause results to differ
materially from those indicated by the forward looking statements.

         Centrack was not, as of May 31, 2000 or as of the date of the filing of
this report, an operating business. For a complete discussion of the previous
operating businesses of Centrack, the reader is referred to the Company's
previously filed Form 10SB and amendment thereto, filed October 29, 1999 and
November 24, 1999, respectively.

                                       2
Item 2.   Properties.

       As of the date of filing of this report, the Company operates from an
executive suite.

Item 3.   Legal Proceedings.

         Vincam Human Resources, Inc. ("Vincam") vs. Centrack International,
Inc., filed in Miami-Dade Florida Circuit Court. The complaint alleged that the
Company owed Vincam (now ADP Total Services, Inc. ("ADP"), an employee leasing
organization, approximately sixty-seven thousand dollars ($67,000), plus late
fees, prejudgment interest and reasonable attorney fees. ADP has obtained a
judgment for $67,358 against the Company. The Company is negotiating with ADP
and the leased employees involved to settle all remaining litigation issues with
both ADP and the leased employees involved, with the Company intending to
satisfy both the judgment and any other potential claims by issuance of its
common stock.

       No other material legal proceedings are pending to which we are a party.

Item 4.   Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year.

                                       3
PART II

Item 5.   Market for Common Equity and Related Stockholders Matters.

     Market Information

     The Company's Common Stock ("common stock") is traded on the
over-the-counter "capitalized bulletin board" market. The following table sets
forth the range of high and low bid quotations for each quarterly period in the
fiscal years ended May 31, 2000 and 1999, as reported by over-the-counter market
quotations. The quotations reflect inter-dealer prices, without retail mark-up,
mark down or commission and may not represent actual transactions.

                                      HIGH                                               LOW
Quarter ending              Bid                    Ask                       Bid                     Ask

05/31/2000                 $ .15                 $ .175                    $  .04                   $ .07

02/29/2000                 $ 3/4                 $ 1                       $ 11/16                  $ 15/16

11/30/1999                 $ 3/4                 $ 1 1/4                   $ 5/8                    $ 1

08/31/1999                 $ 2 1/2               $ 2 15/16                 $ 1 3/8                  $ 1 3/4

05/31/1999                 $ 7 1/4               $ 7 7/8                   $ 2 1/8                  $ 2 3/4

02/28/1999                 $ 1 7/8               $ 2 1/16                  $ 1 13/16                $ 2

11/30/1998                 $ 2 1/2               $ 2 3/4                   $ 2 1/16                 $ 2 1/4

08/31/1998                 $ 1 1/8               $ 1 1/2                   $ 25/32                  $ 15/16


     Holders

     As of May 31 2001, there were approximately 308 holders of
record for the Company's Common Stock.

     Dividends

     No cash dividends were declared or paid on the Company's common stock
for the last two fiscal years. No restrictions limit our ability to pay
dividends on our common stock.

     Recent Sales of Unregistered Securities

     Based on information available to the Company at the time of this filing,
the following shares of common stock were issued during the Company's last two
fiscal years, which issuances were made on the basis on exemptions from
registration under Section 4(2) of the Securities Act of 1933: 1999 - 15,699,454
shares; 2000 - 3,149,727 shares.
                                       4
Item 6.   Management's Discussion and Analysis or Plan of Operation.

                          CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Please refer to complete MANAGEMENT'S DISCUSSION AND ANALYSIS for period ended
2/28/2001, filed June 12, 2001.


Item 7.   Financial Statements.

    Our Financial Statements are attached as Appendix A (following Exhibits) and
included as part of this Form 10-KSB Report. A list of our Financial Statements
is provided in response to Item 13 of this Form 10-KSB Report.

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

Not Applicable

                                       5

PART III

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

    (a)  Identity of directors and executive officers.

Name                  Age       Position                   Director Since

John Lofquist         61       Director, President,            1996
                                 Chief Executive Officer


    Each director is elected until the next Annual Meeting of shareholders and
until his successor is qualified.

    (b)  Business experience of directors and executive officers.

     Section 16(a) Beneficial Ownership Reporting Compliance.

     To the best of our knowledge, based solely on reports furnished to us, none
of our officers, directors and/or beneficial owners of more than 10% of our
common stock, filed any reports as required by Section 16(a) of the Exchange Act
during the most recent fiscal year.

                                       6
Item 10.  Executive Compensation.

                                                                  Long Term Compensation
                   Annual Compensation                         Awards               Payouts

 (a)            (b)       (c)         (d)         (e)          (f)           (g)         (h)        (i)
                                                 Other                                             All
Name &                                           Annual     Restricted    Securities               Other
Position        Year    Salary ($)   Bonus($)    Compen-    Stock         Underlying    LTIP       Compen-
                                                 sation     Award(s)      Options/      Payouts    sation
                                                  ($)         ($)         Sars(#)        ($)        ($)
                                                                                                           

John Lofquist   2000     $54,205      -0-         -0-         -0-           -0-          -0-      $65,028 *
President,
Chief Executive Officer,
Director

    * Forgiveness of advance in payment for services rendered. See Notes to
                              Financial Statements.



                                       7

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     (a)  The names, addresses, amount and nature of beneficial ownership and
percent of such ownership of persons known to us to be beneficial owner of more
than five percent (5%) of any class of our voting securities as of May 31, 2000
are as follows:

Common Stock
                                  Number of shares of
Name and Address of               Common Stock                Percent
Beneficial Owner                  Beneficially Owned (2)      Of Class

Nofal Kahook                         12,717,719                 51.7
9941 SW 4th Street
Plantation, FL 33324

David Ait
10113 Wippoorwill Lane
1735 Deerwood Point
Jacksonville, FL 32256                3,524,105                 14.4



Item 12.  Certain Relationships and Related Transactions.

         Please refer to asterisked comment in Item 10.

         Please refer to the Company's Current Report on Form 8-K filed February
2, 2001 for further information.

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

       (a)   Exhibits.

                Exhibit (3)(i)
                (a)  Articles of Incorporation (incorporated by reference to our
                Report on Form 10SB filed 10/29/99, as amended).
                (b)  Articles of Amendment (incorporated by reference to our
                Report on Form 8-K filed February 2, 2001).

                Exhibit (3)(ii)
                Bylaws (incorporated by reference to the Company's Report on
                Form 10SB filed 10/24/99).

                Exhibit (11)
                Earnings per share (See Financial Statements)

       (b)  Reports on Form 8-K.

       During the last quarter of the year ended May 31, 2001, no reports
       on Form 8-K were filed by registrant.

                                       8

Appendix A
                              Financial Statements
                          CENTRACK INTERNATIONAL, INC.
                           (A Company in Liquidation)

            Statement of Net Assets in Liquidation as of May 31, 2000
        Statement of Changes in Net Assets in Liquidation for the Period
       February 28,2000 to May 31, 2000, Statements of Operations, Changes
              in Stockholders' Equity and Cash Flows for the Period
                        June 1, 1999 to February 27, 2000



Caruso & Caruso
Certified Public Accountants, P.A.
6971 N. Federal Highway  Suite 300  Boca Raton, Florida 33487
Tel: (561) 995-1070 Fax: (561) 994-5506


To the Board of Directors and Stockholders
Centrack International, Inc., a Delaware corporation

We have audited the accompanying statement of net assets in liquidation of
Centrack International, Inc. (a Delaware Corporation) as of May 31, 2000, and
the related statement of changes in net assets in liquidation for the period
February 28, 2000 to May 31, 2000. In addition, we have audited the statements
of operations, changes in stockholders' equity, and cash flows for the period
June 1, 1999 to February 27, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

As described in Note 1 to the financial statements, the stockholders of Centrack
International, Inc. approved a plan of liquidation on February 27, 2000, and the
Company began liquidation shortly thereafter. As a result, the Company changed
its basis of accounting for periods after February 27, 2000, from the going
concern basis to the liquidation basis.

In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the net assets in liquidation of
Centrack International, Inc. as of May 31, 2000, and the changes in net assets
in liquidation for the year then ended, in conformity with generally accepted
accounting principles applied on the basis of accounting described in the
preceding paragraph.



Caruso & Caruso, CPAs', P.A.

Boca Raton, Florida
May 10, 2001


                                       9
CENTRACK INTERNATIONAL, INC.
                           (A COMPANY IN LIQUIDATION)
                            NET ASSETS IN LIQUIDATION
                               AS OF MAY 31, 2000


                     ASSETS
Current Assets
     Cash and Cash Equivalents                                             $0 

         Total Current Assets                                               0

Fixed Assets, Net of Depreciation
     Website Development                                               12,500 

         Total Fixed Assets                                            12,500 

Other Assets
     Deposits and Other Assets                                              0 

         Total Assets                                                 $12,500
                                                               ===============

                     LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
     Cash Overdraft                                                   $12,470
     Accounts Payable & Accrued Expenses                              603,578
     Accrued Interest Payable                                           7,837
     Accrued Payroll and Payroll Taxes                                153,172
     Notes Payable Stockholders - Current Portion                     150,000 

         Total Current Liabilities                                    927,057 

Long Term Liabilities
     Committments and Contingencies                                         -
     Notes Payable Stockholders Less Current Portion                        0 

         Total Long Term Liabilities                                        0 

         Total Liabilities                                            927,057 

Stockholders' Equity
     Common Stock
     $.0001 Par Value Per Share
     authorized 100,000,000 shares; issued
     and outstanding 24,557,613 shares                                  2,456

     Additional Paid in Capital                                     1,776,090

     Deficit Accumulated During the
        Development Stage                                          (2,693,103)

         Total Stockholders' Equity                                  (914,557)

         Total Liabilities and Stockholders' Equity                   $12,500
                                                               ===============

       See Auditors' Report and Accompanying Notes to Financial Statements

                                       10

CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                               AS OF MAY 31, 2000


Net Assets, February 28, 2000                                       ($529,131)

ADD:

Issuance of Restricted Common Stock as
         Payment of Liabilities                                        17,790

LESS:

Bank Charge Accrual                                                      (474)
Consulting Fee Accrual                                                 (7,000)
Sale of Furniture & Fixtures                                           (7,000)
Interest Accrual                                                       (4,782)
Rent Accrual                                                          (16,290)
Transfer Agent Fee Accrual                                               (300)
Writedown of Assets to Net Realizable Value                          (367,370)


Net Assets, May 31, 2000                                            ($914,557)
                                                            ==================




       See Auditors' Report and Accompanying Notes to Financial Statements

                                       11
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                             STATEMENT OF OPERATIONS
                                    UNAUDITED

                                             Year                 Period                  Period
                                         June 1, 1998          June 1, 1999            April 4, 1996
                                              to                     to               (Inception) to
                                         May 31, 1999       February 27, 2000        February 27, 2000


Revenues
     Listing and Advertising Fees             $10,342                $12,969                 $25,930
     Value Added Partner Fees                       0                  3,918                   4,918 

         Total Revenues                        10,342                 16,887                  30,848 

Operating Expenses
     Marketing & Sales                         39,390                543,296                 584,481
     General and Administrative Expenses      552,600              1,510,105               2,115,984 

         Total Operating Expenses             591,990              2,053,401               2,700,465

         Income (Loss) from Operations       (581,648)            (2,036,514)             (2,669,617) 

Other Income (Expense)
     Interest Income                            2,741                      0                   2,741
     Interest Expense                          (6,444)               (16,334)                (26,227) 

         Net (Loss)                         ($585,351)           ($2,052,848)            ($2,693,103)
                                         =============================================================

Earnings(Loss) Per Share of
  Common Stock - Basic                        ($0.035)               ($0.088)                ($0.155)
                                         =============================================================

Earnings(Loss) Per Share of
  Common Stock - Assuming Dilution            ($0.035)               ($0.083)                ($0.152)
                                         =============================================================

Weighted Average Shares - Basic            16,621,241             23,419,847              17,411,113
                                         =============================================================

Weighted Average Shares - Fully Diluted    16,949,247             24,691,613              17,742,039
                                         =============================================================


  See Accountants' Review Report and Accompanying Notes to Financial Statements

                                       12
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


                                                                                                             DEFICIT
                                                                                                            ACCUMULATED
                                                         COMMON STOCK                 ADDITIONAL            DURING THE
                                                                                       PAID IN              DEVELOPMENT
                                                  SHARES            AMOUNT             CAPITAL                 STAGE     

Balance,  May 31, 1998                            62,500               $7             $111,663                ($54,904)

Issuance of Centrack International,
  Inc., a Florida corp.                                                                124,742                       0
     Class A  Common Stock                       789,125               79                                            0
     Class B  Common Stock                       735,000               74                                            0

Reverse acquisition, April 2, 1999
  (Note 1)
 Exchange of Centrack International,
  Inc., a Florida corp.,
     Class A  Common Stock                      -851,625              -86                    0                       0
     Class B  Common Stock                      -735,000              -74                    0                       0

Issuance of Common Stock of Centrack
  International, Inc., a Delaware
  corp to owners of Centrack
  International, Inc., a Florida corp.        15,699,454            1,570              500,000                       0

Outstanding Common Stock of Centrack
  International, Inc., a Delaware corp.,
  formerly Hudson Valley Industries, Inc.      5,702,580              570                    0                       0

Net (Loss)                                             0                0                    0                -585,351


Balance,  May 31, 1999                        21,402,034           $2,140             $736,405               ($640,255)

Issuance of Common Stock                         543,892               54              137,454                       0

Issuance of Common Stock of Centrack
International, Inc., a Delaware Corp
  to owners of Centrack International,
  Inc., a Florida Corp                         1,109,697              111                    0                       0

Conversion of Outstanding Debt to Equity       1,037,965              104            1,287,703                       0

Net (Loss)                                             0                0                    0              -2,052,848

Balance, February 27, 2000                    24,093,588           $2,409           $2,161,562             ($2,693,103)
                                            ===========================================================================


       See Auditors' Report and Accompanying Notes to Financial Statements

                                       13
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                            STATEMENTS OF CASH FLOWS

                                                                    Year                 Period                  Period
                                                                June 1, 1998          June 1, 1999           April 4, 1996
                                                                     to                    to               (Inception) to
                                                                May 31, 1999       February 27, 2000       February 27, 2000

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss                                                        ($585,351)            ($2,052,848)             ($2,693,103)
Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities:
     Depreciation & Amortization                                   21,694                 100,772                  122,466
     (Increase)Decrease In
         Prepaids & Other Assets                                   -1,938                    -904                        0
         Deposits                                                 -14,000                  14,100                        0
     Increase(Decrease)
         Accounts Payable &
            Accrued Expenses                                      240,318                 547,055                  787,373
  NET CASH USED IN OPERATING ACTIVITIES                          -339,277              -1,391,825               -1,783,264

CASH FLOWS FROM INVESTING ACTIVITIES
     Loan Receivable & Interest(Increase)Decrease                 -16,699                  65,028                        0
     Acquisition of Fixed Assets and Website
        Development                                              -231,882                -258,578                 -506,296
  NET CASH USED IN INVESTING ACTIVITIES                          -248,581                -193,550                 -506,296

CASH FLOWS FROM FINANCING ACTIVITIES
     Reductions in Debt & Interest Income                         -12,500                       0                  -25,686
     Proceeds from Debt & Interest Expense                        250,000               1,166,334                1,446,227
     Conversion of Outstanding Debt to
        Contributed Capital                                             0              -1,287,703               -1,294,952
     Equity contributions                                         625,260               1,425,157                2,161,562
     Issuance of Common Stock                                       1,615                     269                    2,409
  NET CASH PROVIDED BY IN FINANCING ACTIVITIES                    864,375               1,304,057                2,289,560

NET INCREASE(DECREASE) IN CASH                                    276,517                -281,318                        0

CASH - BEGINNING                                                    4,801                 281,318                        0

CASH - ENDING                                                    $281,318                      $0                       $0
                                                            ==============================================================




       See Auditors' Report and Accompanying Notes to Financial Statements

                                       14
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

1.  Organization and Summary of Significant Accounting Policies

ORGANIZATION

Centrack International, Inc. (The Company) is a profit corporation organized
under the laws of the State of Delaware. The Company was incorporated on
October 1, 1996 as Hudson Valley Industries, Inc. (HUVI), an OTC Bulletin Board
publicly traded company. On April 2, 1999, the Company, having no substantial
assets or liabilities, merged with Centrack International, Inc. (the predecessor
company), a Florida corporation which maintained an internet based business
involving listing fees, advertising, sourcing and information services for the
used heavy equipment industry. Shareholders of the predecessor company received
10.561 shares of Hudson Valley stock for each share of the predecessor company;
a total of 16,809,151 shares, in exchange for 100% of the outstanding stock of
the predecessor company and the conversion of a $500,000 bridge loan to equity.
In connection with the merger Hudson Valley changed its name to Centrack
International, Inc. The merger is being accounted for as a capital transaction
with no recognition of goodwill or other intangible assets. Subsequent to the
merger, the owners of the predecessor company owned 75% of the Company. Since
this transaction is, in substance, a recapitalization of Centrack International,
Inc. (the predecessor company) and not a business combination, pro forma
information is not presented. Accordingly, the historical data contained in the
financial statements is that of the predecessor company. The Company's
principal operations, comprised of services of listings on its website,
advertising, sourcing, information and auctions of used heavy equipment, had not
commenced as of February 27, 2000. Although some nominal advertising and
listing revenues have been earned as of the date of these financial statements,
substantially all the efforts of the Company have been focused on the
establishment of its website, internal infrastructure, and beta testing of the
Company's auction services. Accordingly, the Company was in the Development
Stage. As the Company was unable to raise additional capital and the future
success of the Company's principal operations deemed doubtful, the Company
ceased development stage activity and approved a plan of liquidation on February
27, 2000. Consequently, the Company's financial statements are presented on a
liquidation basis.

PLAN OF LIQUIDATION

On February 27, 2000, the Company ceased development stage activity and approved
a plan of liquidation calling for the sale of all assets of the Company and
payment of the Company's existing liabilities through the issuance of the
Company's restricted common stock. Additionally, the plan proposes the sale,
for cash, of Company restricted common stock for the purpose of securing funds
for the payment of future professional and administration fees necessary to
maintain, on a current basis, all Securities and Exchange Commission filing
requirements.
                                       15


                           CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

LIQUIDATION BASIS ACCOUNTING

The liquidation basis of accounting presents assets at amounts expected to be
realized in liquidation and liabilities at amounts expected to be paid to
creditors. This basis of accounting is considered to be generally accepted
accounting principles for companies in liquidation or for which liquidation
appears imminent. The Company does not intend to declare or pay any liquidating
dividends. Tax law requires gains from liquidation to be taxed on distribution.
The Company did not have any such gains to date.


REVENUE RECOGNITION

Revenues are derived primarily from listing fees for used heavy equipment for
sale on the Company's website, success fees on auction transactions calculated
as a percentage of the final sales value and advertising revenues. Revenues
related to listing fees are recognized when the item is listed. Revenues
related to success fees are recognized at the conclusion of the auction when
there is at least one bid above the seller's specified minimum price or reserve
price, whichever is higher. Advertising revenues are recognized as they are
earned. These sources of revenue ceased subsequent to February 27, 2000 when
the Company terminated its on-line web sites.

ADVERTISING EXPENSE

The Company recognizes advertising expenses in accordance with Statement of
Position ("SOP") 93-7 "Reporting on Advertising Costs." As such, the Company
expenses the costs of producing advertisements at the time production occurs,
and expenses the cost of communicating advertising in the period in which the
advertising space or airtime is used.

PROPERTY AND EQUIPMENT

Effective February 27, 2000, the date the Company approved a plan of
liquidation, property and equipment is stated at net realizable value in
liquidation which is substantially less than cost. Prior to February 28, 2000,
depreciation was computed using the straight-line method based on the estimated
useful lives of the assets which range from three to five years. Costs for
routine repairs and maintenance are expensed as incurred and gains and losses on
the disposal of assets are recognized in the period such disposals occur.
Depreciation expense for the periods December 1, 1999 to February 27, 2000, June
1, 1999 to February 27, 2000, and April 4, 1996 (inception) to February 27, 2000
is $4,308, $40,572, and $62,266 respectively. Under the plan of liquidation,
the Company recognized a loss of $192,816 upon its writedown of property and
equipment to its net realizable value. The loss was offset against additional
paid in capital.
                                       16


                             CENTRACK INTERNATIONAL
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

SOFTWARE DEVELOPMENT COSTS

Effective February 27, 2000, the date the Company approved a plan of
liquidation, software development costs, including design of the Company's web
sites, are stated at net realizable value in liquidation which is substantially
less than cost. Prior to February 28, 2000 internal and external costs incurred
to develop internal-use software were capitalized and amortized over three
years. Amortization expense for the periods December 1, 1999 to February 27,
2000, June 1, 1999 to February 27, 2000, and April 4, 1996 (inception) to
February 27, 2000 is $13,000, $60,200, and $60,200 respectively. Under the plan
of liquidation, the Company recognized a loss of $171,512 upon its writedown of
Software Development Costs to its net realizable value. The loss was offset
against additional paid in capital.


INCOME TAXES

The Company files its tax return with the Internal Revenue Service as a C
Corporation. Deferred income taxes are recognized by applying statutory tax
rates to future years differences between the tax bases and financial reporting
amounts of assets and liabilities. Due to the fact that the Company was in
the development stage, no deferred tax asset/valuation allowance has been
recognized as it is not determinable that the Company will realize any benefit
from the loss carryforwards before they expire. The Company has net operating
loss carryforwards for Federal and State purposes at May 31, 1999 of $735,255
that expire at varying times through fiscal year 2014.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires that management make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the respective reporting
periods. Actual results could vary from these estimates and assumptions.


INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements at February 29, 2000 and
for the periods ended February 27, 2000 and February 29, 2000 do not include all
disclosures provided in the annual financial statements. These interim
financial statements are the representation of management and should be read in
conjunction with the Company's annual audited financial statements and the
footnotes thereto. However, the accompanying interim financial statements
reflect all adjustments which are, in the opinion of management, of a normal and

                                       17


                           CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

INTERIM FINANCIAL STATEMENTS, cont'd

recurring nature necessary for a fair presentation of the financial position and
results of operations of the Company. Unless otherwise stated, all information
subsequent to May 31, 1999 is unaudited, and no other form of assurance is
provided.


CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents. The Company
maintains its cash and cash equivalents in bank deposit accounts, the balances
of which, at times, may exceed federally insured limits. The Company did not
have any cash or cash equivalents on February 29, 2000.


EARNINGS PER SHARE

As per Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 128 (SFAS 128), Earnings Per Share, standards for computing and
presenting earnings per share (EPS) applies to publicly held common stock or
potential common stock. It requires dual presentation of basic and diluted EPS
on the face of the income statement for all entities with complex capital
structures. Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity.

In computing EPS as a result of the reverse acquisition, the number of shares
outstanding for the period from June 1, 1998 until the date of the reverse
acquisition, April 2, 1999, is the number of shares issued by the Company to the
shareholders of the predecessor company. For the period after April 2, 1999 the
number of shares considered to be outstanding is computed as actual number of
shares of the Company outstanding during that period. The average number of
shares outstanding for the years ended May 31, 1999 and for the period June 1,
1999 through February 27, 2000 being reported upon have been computed by
averaging these two amounts. Other appropriate adjustments have been made to
deal with changes in numbers of shares issued during the period.

                                       18


                           CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities effective for all fiscal quarters
of fiscal years beginning after June 15, 1999. The Company does not anticipate
the impact of this pronouncement will be material.

2. Related Party Transactions

The Company's financing during its development stage has been provided by
non-interest bearing loans and capital contributions to the Company by its
shareholders. On February 29, 2000 the Company had liabilities to certain
shareholders of $153,055. In addition shareholders' contribution amounts
recorded as additional paid in capital and common stock during the period June
1, 1999 to February 29, 2000 was $1,320,340. At May 31, 1999 the Company had
loaned $65,028 to the Chief Executive Officer in the form of a promissory note.
The loan was a demand note to be repaid together with interest at 6% per annum
in October, 1999. In October, 1999 the Company forgave the note, along with any
accrued interest, in lieu of services rendered by the CEO. Accordingly, the
balance of the loan receivable as of February 29, 2000 was $0. Additionally, as
of February 29, 2000, the Company is indebted to the Chief Executive Officer for
unpaid salaries and accrued payroll taxes totaling $24,181.

3. Commitments

The Company leases its corporate offices in South Florida under three lease
agreements.
In March, 1999, the initial lease was entered into for one year with a monthly
rent of $1,500 plus applicable sales tax. In May, 1999 the Company contracted
for an additional 1,843 square feet of commercial space at the same location to
house future operations and current website development. The lease term is for
37 months. Rent for the first year is $3,302 per month plus applicable sales
tax and will increase 5% in each of the succeeding two years. Additional space
was leased in July 1999 for a 35 month period. Lease payments are $4,894 per
month. Future minimum requirements extend through May 31, 2000 and total
$16,290.

As of February 29, 2000 the Company, being three months in arrears of its lease
payments, was in default of the lease agreements. Subsequent to the cessation of
development stage activity the Company vacated the leased premises. Thereafter,
on June 9, 2000 the landlord sold the property and in the process released the
Company from any future obligations under the various leases. Rent due to the
landlord through February 29, 2000 of $33,710 along with the rental obligation
due through May 31, 2000 of $16,290 were converted to equity on March 22, 2001
through a settlement agreement in which the landlord is to receive 1,000,000
shares of the Company's restricted common stock.

                                       19


                           CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

4.  Loan/Debt

In May, 1999 the Company borrowed $250,000 from an unrelated third party in the
form of an unsecured promissory note. The principal was payable on or before
November 10, 1999 together with accrued interest at a rate of 10% per annum.
In addition, the Company borrowed $250,000 in June, 1999 and $50,000 in August
1999 from the same third party that currently holds the $250,000 promissory note
at May 31, 1999. The notes carried a six month term at a per annum stated rate
of 8% and 10% respectively. On August 31, 1999 these notes, totaling $550,000
together with accrued interest of $12,986, were converted to 350,000 shares of
restricted common stock of the Company at a conversion price of $1.609 per
share.

In August 1999, the Company borrowed $300,000 from a stockholder/director in the
form of an unsecured promissory note. Immediately thereafter, this note was
converted to 450,000 shares of restricted common stock of the Company at a
conversion price of $0.667 per share. Thereafter in September 1999, the Company
borrowed an additional $400,000 from the same stockholder/director in the form
of an unsecured promissory note. Immediately thereafter, this note was
converted to 1,037,965 shares of restricted common stock of the Company at a
conversion price of $0.385 per share.

In December 1999, the Company borrowed $100,000 from a stockholder in the form
of an unsecured promissory note. The principal was payable on demand together
with accrued interest at a rate of 12% per annum. Thereafter in January 2000,
the Company borrowed an additional $25,000 from the same stockholder in the form
of an unsecured promissory note. The principal was payable on demand together
with accrued interest at a rate of 12% per annum. As of February 29, 2000, the
Company was in default of these notes, the balance of which along with accrued
interest payable of $2,743 is reflected as current liabilities. Subsequently,
the liability was converted to equity on January 29, 2001 through a settlement
agreement in which the creditor received 3,333,333 shares of the Company's
restricted common stock.

In January 2000, the Company borrowed $25,000 from a stockholder/director of the
Company in the form of an unsecured promissory note. The principle was payable
on or before February 10, 2000 together with accrued interest at a rate of 9%
per annum. As of February 29, 2000, the Company was in default of this note,
the balance of which along with accrued interest payable of $312 is reflected as
a current liability. Subsequently, the liability was converted to equity on
January 23, 2001 through a settlement agreement in which the creditor received
809,928 shares of the Company's restricted common stock. As additional
consideration for the loan, the Company issued the lender warrants to purchase
100,000 shares of Centrack International, Inc.'s restricted common stock at an
exercise price of $0.25 per share. The warrants expire July 10, 2001.

                                       20


                           CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

5. Officers' Compensation

Prior to the reverse acquisition, the Company's day to day activities were
managed by certain officer/shareholders, who contributed their time on the
Company's behalf without compensation in either cash or stock. No value for
these services has been determined or recorded on the accompanying financial
statements. Certain officers received stock or warrants to purchase common
stock. Under the plan of liquidation dated February 27, 2000, all employees
were terminated, except for the Company's president, who was retained on a
consulting basis until his resignation on January 18, 2001.

6. Warrants and Options

The Company has issued warrants to purchase common stock to various employees,
shareholders and unrelated parties. The warrants at February 29, 2000 total
1,354,119 shares and have various exercise prices ranging from $.095 per share
to $.25 per share. The warrants expire at varying times through February, 2004.
On December 31, 1999 an ex-employee of the Company exercised his option to
purchase 105,263 shares of Centrack International, Inc. restricted common stock
at $0.0949 per share.

7. Contingent Liabilities

The Company is involved in numerous lawsuits with former employees and the
payroll leasing company through which employees were paid. While the outcomes
of individual suits with employees are still pending, the suit filed by the
payroll leasing company has resulted in a judgement of $67,358 against the
Company. The liabilities for accrued employee wages of $140,525, related
payroll taxes of $12,647, and the judgement of $67,358 have been accrued and are
reflected in these financial statements.

8. Subsequent Events

In March 2000, the Company sold certain office equipment to a stockholder for
$7,000. The funds were utilized by the Company to pay consulting fees to a
officer/stockholder.

On April 26, 2000, the Company entered into an agreement with an unrelated
consulting firm to provide consultation services with respect to investor
relations, accounting, general administration as well as housing for the
Company. Pursuant to the agreement, the Company agreed to pay the consultant
$6,000 per month in restricted common stock of the Company. Accordingly,
1,605,955 shares of stock were issued on January 30, 2001 by the Company in
fulfillment of its obligation under the terms of this agreement which was
superceded by a subsequent agreement dated July 12, 2000. In May 2000, the same
consulting firm for the Company exercised an option, held by one of its
officers, to purchase 264,025 shares of Centrack International, Inc. restricted
common stock at $0.095 per share. Payment of the shares was tendered in full in
exchange for services rendered under a March 3, 1999 contract, with the officer,
the payment of which had been in arrears.

                                       21


                           CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                          NOTES TO FINANCIAL STATEMENTS

Subsequent Events cont'd

On July 12, 2000, the Company's directors approved a resolution authorizing
12,050,000 shares of the Company's restricted common stock to be issued to a
reserve account to settle creditor claims. As of the date of these financial
statements, the Company, in conjunction with its plan of liquidation, has
settled $642,202 of creditor debt in consideration of settlement agreements
stipulating the issuance of 14,460,924 shares of the Company's restricted common
stock.

Also on July 12, 2000, the directors approved a resolution authorizing
12,050,000 shares of its restricted common stock be issued to an unrelated
consulting firm in fulfillment of the terms of a July 12, 2000 agreement which
provided for the consulting firm to reorganize the Company and resolve its
outstanding creditor liabilities. This July 12, 2000 agreement superceded the
April 26, 2000 agreement previously referenced. These shares, although
authorized on July 12, 2000 were issued October 18, 2000.

On November 3, 2000 the Company sold a non exclusive right to its web site
technology and database to an unrelated party for $12,500. The funds were
utilized by the Company to pay creditor claims, consulting fees to an
officer/director, and costs associated with the transaction. Management does
not expect any future benefit to be derived from its website.

On January 17, 2001 the Company entered into a stock subscription and purchase
agreement with an unrelated off-shore third party limited liability company to
purchase a total of 51,780,178 restricted shares or 51% of the outstanding
common stock of Centrack International, Inc. directly from the Company for cash
of $50,000 and two promissory notes of $50,000 each, for a total of $150,000
subject to certain adjustments as provided for in the agreement. On March 17,
2001, $50,000 was received by the escrow agent on behalf of the Company as full
payment of the first of the two promissory notes by the off-shore third party
limited liability company. The remaining note is secured by 17,260,059 shares
of the above referenced securities held in escrow. The intent of the
transaction was to provide working capital to the Company via an escrow
arrangement for purposes of paying among other costs, SEC fees, state filing
fees, officers' salaries, and professional fees deemed necessary to settle
creditor claims and bring the Company current from a SEC reporting and trading
perspective.

On January 17, 2001, the Company entered into separate employment agreements
with the newly elected president and vice president of the Company to manage the
day to day activities of the Company. The contracts have a thirty day
termination clause and call for monthly compensation totaling $4,500 through
July 12, 2001. Coinciding with these employment agreements, the Company
terminated the July 12, 2000 contract for consulting services previously
referenced.

On January 29, 2001, the Company's Board of Directors approved an increase in
the Company's common stock to 120,000,000 shares.

                                       22




                                   SIGNATURES

  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 date indicated.



Date: September 10, 2001            By: /s/ George Weast          
                                    George Weast, President and Director
                                    (Principal Financial and Accounting Officer)


Date: September 10, 2001            By: /s/ Steve Merritt         
                                    Steve Merritt
                                    Chief Executive Officer and Director




                                       23`