`U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB/A


                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended May 31, 2001
                         Commission file number 0-26617

                          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 No.)

             1900 Corporate Blvd., Suite 305W, Boca Raton, Fl 33431
               (Address of Principal Executive Offices) (Zip Code)

                                 (561) 241-9921
                           (Issuer's Telephone Number)

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

       Title of Each Class     Name of Each Exchange on Which Registered
            None                       None

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

                               Title of Each Class
                         Common Stock, Par Value $.0001

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 contained in this form, and no disclosure will be contained, to
the best of the 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. [ ]

State issuer's revenues for its most recent fiscal year. $0

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. $1,039,813 as of December 31, 2001.

                   (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 practicable date: December 31, 2001: 114,911,808 Shares
of Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

- None -

Transitional Small Business Disclosure Format (Check One).  Yes___     No _X_





                                Table of Contents

                                                                           Page
PART I

Item 1.       Description of Business.......................................  1

Item 2.       Description of Property.......................................  5

Item 3.       Legal Proceedings.............................................  5

Item 4        Submission of Matters to a Vote of Security Holders...........  6

PART II

Item 5.       Market for Common Equity and
              Related Stockholder Matters...................................  6

Item 6.       Management's Discussion and Analysis or Plan of Operation.....  8

Item 7.       Financial Statements.......................................... 10

Item 8.       Changes in and Disagreements With Accountants
              on Accounting and Financial Disclosure........................ 10

PART III

Item 9.       Directors, Executive Officers, Promoters and
              Control Persons; Compliance With Section 16(a)
              of the Exchange Act........................................... 11

Item 10.      Executive Compensation........................................ 12

Item 11.      Security Ownership of Certain Beneficial
              Owners and Management......................................... 14

Item 12.      Interest of Management and other Certain Transactions......... 15

Item 13.      Exhibits, List and Reports on Form 8-K........................ 15



PART I

ITEM 1.  DESCRIPTION OF BUSINESS


     The Company has been advised that it is the view of the Staff of the
Securities and Exchange Commission that, both before and after a business
combination or transaction with an operating entity or other person, the
promoters or affiliates of blank check companies (such as the Company), as well
as their transferees, are "underwriters" of the securities issued.  Therefore it
is the view of the Staff of the Securities and Exchange Commission that
securities issued by the Company can only be resold through registration under
the Securities Act unless there is an applicable exemption.  In addition, Rule
144 would not be available for resale transactions for securities issued by the
Company.  The Company and its affiliates will comply with the Staff's views.


Business


     Centrack International, Inc. (the "Company") was organized under the laws
of the State of Delaware on October 1, 1996 as Hudson Valley Industries, Inc. On
April 2, 1999 the Company merged with Centrack International, Inc., a Florida
corporation, which conducted a specialized Internet-based business. Pursuant to
the merger, the Company changed its name to Centrack International, Inc.
Following the merger, the Company attempted to develop its business and was in a
development stage of operations with virtually no revenues for most of the
period of these limited operations. Lacking the ability to raise any meaningful
financing, the Company ceased its activities and approved its plan of
liquidation in February 2000. Following the approval of the plan of liquidation,
the Company ceased conducting business operations, while maintaining its
corporate activities.


     On January 23, 2001 the Company entered into a Stock Subscription and
Purchase Agreement with Golden Stone Group Limited, a British Virgin Islands
company under which Golden Stone purchased a total of 51,780,178 shares of the
Company's common stock in consideration for $50,000 in cash and two non-recourse
promissory notes in the aggregate amount of $100,000. Upon payment of the notes,
Golden Stone became the owner of approximately 51% of the Company's issued and
outstanding shares. This transaction and its underlying agreements are further
disclosed on a Form 8-K Current Report filed by the Company on January 23, 2001.


     On December 1, 2001, the Company rescinded its plan of liquidation. The
Company is presently seeking to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
The Company does not have any possible acquisition of merger candidates as of
the date of this filing.


                                       1



     The Company's proposed business activities classify the Company as a "blank
check" company within the meaning of Rule 419 of the Securities Act and Rule
15g-8 of the Exchange Act. As the Company is classified as a blank check
company, investors that have been issued shares of the Company's common stock
after February 2000 may be subject to limitations on the sale and disposition of
their securities. In addition, states may have statutes, rules and regulations
limiting the sale of securities of blank check companies in their respective
jurisdictions.

     Management intends to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms who or which desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search to any specific
business, industry, or geographical location and it may participate in a
business venture of virtually any kind or nature. This lack of diversification
should be considered a substantial risk to the Company's stockholders because it
will not permit it to offset potential losses from one venture against gains
from another.

     The analysis of new business opportunities will be undertaken by, or under
the supervision of Laurence S. Isaacson, the Company's executive officer, who
may not be considered a professional business analyst. He intends to concentrate
on identifying preliminary prospective business opportunities. He will likely
continue in a management capacity once a transaction is completed. The Company
will not pay finders fees to any individuals or entities in connection with a
merger or acquisition. In analyzing prospective business opportunities,
management will consider such matters as:

        o   the available technical, financial and managerial resources;
        o   working capital;
        o   other financial requirements;
        o   history of operations, if any;
        o   prospects for the future;
        o   nature of present and expected competition;
        o   the quality and experience of management services which may be
            available and the depth of that management;
        o   the potential for further research, development, or exploration;
        o   the potential for growth or expansion;
        o   the potential for profit;
        o   the perceived public recognition of acceptance of products,
            services, or trades; and
        o   name identification.


                                       2



     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. The Company
may also acquire stock or assets of an existing business. On the consummation of
a transaction, it is probable that present management and stockholders will no
longer control the Company and existing shareholder ownership will be subject to
substantial dilution. In addition, the current board of directors may, as part
of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our stockholders. Any terms of sale of the shares
held by any member of management will be also afforded to all other stockholders
on similar terms and conditions. Any and all such sales will only be made in
compliance with federal and applicable state securities laws.

     The Company anticipates that any securities issued in any such
reorganization would be issued in reliance upon exemption from registration
under applicable securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of these securities immediately after the transaction is consummated or
at specified times thereafter. If registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the consummation
of a merger or acquisition and the Company is no longer considered a shell
company. Until such time as this occurs, the Company will not attempt to
register any additional securities.

The issuance of substantial additional securities and their potential sale into
any trading market which may develop in the Company's common stock may have a
depressive effect on the value of its securities in the future, if such a market
develops.

As part of the Company's investigation, management may meet with a target
company's management and key personnel, may visit and inspect material
facilities, obtain analysis of verification of certain information provided,
check references of management and key personnel, and take other reasonable
investigative measures, to the extent of the Company's limited financial
resources and management expertise. The manner in which the Company will
participate in an opportunity will depend on:

        o   the nature of the opportunity,
        o   respective needs and desires,
        o   respective needs and desires of other parties,
        o   management of the opportunity, and
        o   relative negotiation strength.


                                       3



     The Company will not acquire or merge with any entity which cannot provide
independently audited financial statements within a reasonable period of time
after closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the Securities Exchange Act of 1934. Included
in these requirements is the affirmative duty to file independent audited
financial statements as part of a Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as
audited financial statements included in its annual report on Form 10-K (or
10-KSB, as applicable). If audited financial statements are not available at
closing, or within time parameters necessary to insure compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will provide that the
proposed transaction will be voidable, at the discretion of present management.
If this transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse us for all costs associated
with the proposed transaction.

     Except as required by law, the Company does not intend to provide its
stockholders with any complete disclosure documents, including audited financial
statements, concerning an acquisition or merger candidate and its business prior
to the consummation of any acquisition or merger transaction.

The Company anticipate that it will incur nominal expenses in the implementation
of its business plan.

Subsequent Events

     On October 12, 2001, the board of directors of the Company and a majority
of the shareholders of the Company agreed by unanimous consent to effectuate a
100-to-1 reverse stock split of the Company's issued and outstanding shares of
common stock. As the reverse stock split was approved by a majority of the
Company's shareholders, the Company intends to comply with Delaware law by
delivering an information statement to its record shareholders The effectiveness
of the reverse stock split has been delayed due to the Company's failure to
comply with the Securities and Exchange Act of 1934. The Company  intends to
effectuate reverse stock split upon compliance with SEC reporting requirements.



                                       4




     Effective October 18, 2001, the Company entered into a Stock Purchase
Agreement with Lancer Offshore, Inc. Under the agreement, Lancer Offshore
purchased 40,000,000 shares of the Company's common stock for the sum of
$400,000. Lancer Offshore shall receive the 40,000,000 shares of common stock on
a post-reverse split basis. Upon effectiveness of the reverse stock split,
Lancer Offshore will own approximately 93% of the Company's issued and
outstanding shares of the Company's common stock. In addition, the Company
issued warrants to Lancer Offshore to purchase an aggregate of 45,000,000 shares
of common stock, exercisable at prices ranging from $.01 to $.10 per share. The
warrants expire at dates ranging from December 31, 2001 through September 28,
2006. In connection with the agreement, the Company will also issue 2,000,000
shares of common stock to Stenton Leigh Business Resources, Inc. along with
warrants to purchase 1,000,000 shares of common stock, exercisable at $.05 per
share until September 28, 2004 and warrants to purchase 1,000,000 shares of
common stock, exercisable at $.10 per share until September 28, 2006. The shares
of common stock underlying the warrants are convertible on a post-reverse split
basis.


Employees

     As of May 31, 2002, the Company had one employee.  This employee is
Laurence S. Isaacson, who also serves as the president of the Company. While he
is currently not compensated by the Company, the Company may enter into an
employment agreement with him in the future.

ITEM 2.  DESCRIPTION OF PROPERTY


     As of the filing date of this report the Company occupies an executive
suite located at 1900 Corporate Blvd., Suite 305W, Boca Raton, Florida 33431.
The Company currently occupies this space at no cost on a month to month basis.

ITEM 3.  LEGAL PROCEEDINGS

     Vincam Human Resources, Inc. v. Centrack International, Inc. filed in the
Miami-Dade, Florida Circuit Court. Vincam (presently known as ADP Total
Services, Inc.) obtained a judgment for $67,358 against the Company. In October
2001, the Company and Vincam entered into a settlement agreement under which the
Company paid Vincam $67,384.10 and issued Vincam 1,587,454 shares of common
stock. A satisfaction of final default judgement has been entered by the
attorney of record for Vincam.



                                       5




     In addition, the Company was involved in numerous law suits with former
employees for liabilities regarding accrued wages. The Company believes all of
these matters have been settled.


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

     There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Equity


     The Company's common stock was de-listed from the Over the Counter Bulletin
Board (OTCBB) on December 15, 1999. Currently the Company's common stock is
traded on the Pink Sheets. Trades are infrequent and sporadic. The following
table sets forth the high and low bid quotations for the Company's common stock
as traded on the Pink Sheets. Trading is infrequent and sporadic. On April 12,
2002 the trading price of the Company's common stock was $.02. Quotations
reflect prices between dealers, do not include retail mark-ups, markdowns,
commissions and may not necessarily represent actual transactions.


Period                                         High             Low


Quarter ended February 29, 2000                $.18             $.03
Quarter ended May 31, 2000                     $.14             $.03
Quarter ended August 31, 2000                  $.06             $.03
Quarter ended November 30, 2000                $.04             $.02
Quarter ended February 28, 2001                $.04             $.02
Quarter ended May 31, 2001                     $.02             $.02
Quarter ended August 31, 2001                  $.02             $.02
Quarter ended November 30, 2001                $.02             $.02
Quarter ended February 29, 2002                $.02             $.02


     As of the date of this report there are approximately 300 holders of record
of the Company's common stock.


                                       6



     The Company has never paid cash dividends on its common stock.  The Company
presently intends to retain future earnings, if any, to finance the expansion of
its business and does not anticipate that any cash dividends will be paid in the
foreseeable future. The future dividend policy will depend on the Company's
earnings, capital requirements, expansion plans, financial condition and other
relevant factors.

Related Stockholder Matters


     The Company has been advised that it is the view of the Staff of the
Securities and Exchange Commission that, both before and after a business
combination or transaction with an operating entity or other person, the
promoters or affiliates of blank check companies (such as the Company), as well
as their transferees, are "underwriters" of the securities issued.  Therefore it
is the view of the Staff of the Securities and Exchange Commission that
securities issued by the Company can only be resold through registration under
the Securities Act unless there is an applicable exemption.  In addition, Rule
144 would not be available for resale transactions for securities issued by the
Company.  The Company and its affiliates will comply with the Staff's views.

     During the year ended May, 31 2001 the Company issued equity securities to
the individuals and entities listed below.

     On July 12, 2000, the Company issued 12,050,000 shares of its common stock
to Washington Capital Corporation. These shares were issued to a reserve account
to settle the Company's creditors' claims which the Company believed to be in
excess of $500,000. As of May 31, 2001, 15,210,029 shares of restricted common
stock has been issued as settlement of $631,570 of liabilities. These shares
were issued pursuant to the exemption from registration provided by Section 4(2)
of the Securities Act, as the shareholder had access to information concerning
the Company and was provided with the opportunity to ask management questions
concerning the Company.


     On November 10, 2000, the Company issued 200,000 shares of its common stock
to Scott A. Mersky, Esq., in consideration for legal services to be provided to
the Company. These shares were issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act, as the shareholder
had access to information concerning the Company and was provided with the
opportunity to ask management questions concerning the Company.


     On January 17, 2001, the Company issued an aggregate of 51,780,178 shares
of its common stock to Golden Stone Group Limited and its designees pursuant to
a Stock Subscription and Purchase Agreement. These shares were issued pursuant
to the exemption from registration provided by Section 4(2) of the Securities
Act, as the shareholder had access to information concerning the Company and was
provided with the opportunity to ask management questions concerning the
Company.


                                       7



     On January 17, 2001, the Company cancelled 5,422,500 shares of its common
stock previously issued to Washington Capital Corporation. The shares were
subsequently reallocated as follows: 1,423,500 shares of the Company's common
stock were issued to John Lofquist as consideration for Mr. Lofquist's execution
and performance of a Termination, Settlement and Release Agreement by and
between Mr. Lofquist, his wife and the Company; 2,000,000 shares to Nafal
Kahook; and 2,000,000 shares to Steven J. Merritt. These shares were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act, as the shareholder had access to information concerning the
Company and was provided with the opportunity to ask management questions
concerning the Company.


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

General

     Management's discussion and analysis contains various "forward-looking
statements" within the meaning of the Securities and Exchange Act of 1934. Such
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as "may",
"expect", "anticipate", "estimate" or "continue" or use of negative or other
variations or comparable terminology.

     Management cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.


     The Company ceased operations on February 27, 2000, due to continuing
losses during its startup phase and the inability to obtain additional capital
to fund operations. As of February 27, 2000, having no further cash to fund
operations and with little prospect of obtaining any, the Company adopted a plan
of liquidation and dissolution in accordance with the Delaware General
Corporation Law, in order to provide for an orderly shutdown of the business in
the interests of its shareholders and creditors. Given the cessation of
operations, the Company believes that any discussion of the operational factors
relating to the attached financial statements would not be informative regarding
the Company's actual financial and operating condition or its future plans or
potential.


                                       8



     Under the plan of liquidation and dissolution 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.

     On April 26, 2000, the Company entered into an agreement with Washington
Capital Corporation to provide consultation services with respect to investor
relations, accounting and general administration 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 by the Company subsequent to the termination of the agreement on
January 17, 2001.


     Also, on July 12, 2000 the directors approved a resolution authorizing
12,050,000 shares of its restricted common stock to be issued to a reserve
account to settle creditor claims. As of May 31, 2001, 15,210,029 shares of
restricted common stock has been issued as settlement of $631,570 of
liabilities.


     On January 17, 2001, the Company entered a stock subscription and purchase
agreement with Golden Stone Street Limited to purchase a total of 51,780,178
restricted shares or 51% of the outstanding common stock of the Company 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 payment for 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 an SEC reporting and
trading perspective.

     On January 17, 2001, the Company entered into separate employment
agreements with a newly elected president and vice president of the Company. The
contracts had a thirty-day termination clause and call for monthly compensation
totaling $4,500 through July 12, 2001. The agreements were not renewed. The
officers received shares of the Company's common stock in lieu of cash
compensation.


     The Company believes it has negotiated with its creditors to reduce its
outstanding liabilities through the issuance of additional shares of its
restricted common stock in exchange for the cancellation of creditors' claims.


                                       9




     On December 1, 2001, the Company rescinded its plan of liquidation and
dissolution. The Company intends to seek out an acquisition or merger candidate
as further described under Item 1.



ITEM 7.  FINANCIAL STATEMENTS

     See the financial statements listed in the accompanying index to the
Financial Statements on Page F-1.



                          CENTRACK INTERNATIONAL, INC.
                           (A COMPANY IN LIQUIDATION)
                              FINANCIAL STATEMENTS
                                  MAY 31, 2001



        Index to Financial Statements                                     Page

              Auditor's Report ........................................... F-2

              Balance Sheet - May 31, 2001 ............................... F-3

              Statement of Changes in Net Assets in Liquidation
                as of May 31, 2001 ....................................... F-4

              Statement of Changes in Stockholders' Equity
                From May 31, 1999 through May 31, 2001 ................... F-5

              Statement of Operations for the Period from
                June 1, 1999 to Feb. 27, 2000 ............................ F-6

              Statement of Cash Flows for the Period from
                June 1, 1999 to Feb. 27, 2000 ............................ F-7

              Notes to Financial Statements ....................... F-8 - F-13



                                      F-1


Auditor's Report

To the Board of Directors and Stockholders
Centrack International Inc.

We have audited the accompanying Balance Sheet of Centrack International, Inc.
(a company in liquidation) as of May 31, 2001 and the related Statement of
Changes in Net Assets in Liquidation, and the Statement of Changes in
Stockholders Equity for the period June 1, 2000 to May 31, 2001. 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. The financial statements of Centrack International Inc., as of May
31, 2000, were audited by other auditors whose report dated May 10, 2001
expressed an unqualified opinion on those statements for a company in
liquidation. In accordance with Generally Accepted Accounting Principles for a
company in liquidation, the Statements of Cash Flows and Statement of Operations
are not required

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
misstatements. 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 the 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 liquidating thereafter. As a result, the Company changed its basis
of accounting after February 27, 2000 from a 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 Balance Sheet of Centrack
International. Inc. as of May 31, 2001 and the Changes in Net Assets in
Liquidation for the year then ended, in conformity with generally accepted
principles applied on the basis of accounting described in the preceding
paragraph.



Baum & Company PA

Coral Springs, FL
December 1, 2001


                                      F-2
CENTRACK INTERNATIONAL, INC.
                           (A COMPANY IN LIQUIDATION)
                                  BALANCE SHEET
                                  MAY 31, 2001

                                     ASSETS

Current Assets
--------------
     Escrow Funds Receivable                                        $8,821
     Employee Receivable                                               110
                                                                ---------------
          Total Current Assets                                       8,931
                                                                ---------------
          Total Assets                                              $8,931
                                                                ===============

                       LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
-------------------
     Accounts Payable & Accrued Expenses                          $328,251
                                                                ---------------
          Total Current Liabilities                                328,251
                                                                ---------------
Long Term Liabilities
---------------------
     Commitments and Contingencies                                       -
                                                                ---------------
          Total Long Term Liabilities                                    0
                                                                ---------------
          Total Liabilities                                        328,251
                                                                ---------------
Stockholders' Equity
--------------------
     Common Stock, $ .0001 Par value Per Share                      10,398
          authorized 120,000,000 shares: issued and
          outstanding 103,981,275 shares
     Additional Paid In  Capital                                 2,556,321
     Stock Subscription Note receivable                            (21,567)
     Accumulated Deficit                                        (2,864,472)
                                                                ---------------
          Total Stockholders' Equity                              (319,320)
                                                                ---------------
          Total Liabilities and Stockholders' Equity                $8,931
                                                                ===============


       See Auditors Report and Accompanying Notes to Financial Statements

                                      F-3
CENTRACK INTERNATIONAL INC.
                           (A COMPANY IN LIQUIDATION)
                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                               As Of May 31, 2001



Net Assets February 28, 2000                                     ($529,131)
                                                                 ----------
Add:
Issuance of Restricted Common Stock as Payment of
 Liabilities                                                        17,790

Less:
Business Continuance Expenses                                      (24,064)
Sale of Furniture and Fixtures                                      (7,000)
Interest Accrual                                                    (4,782)
Writedown of Assets to Net Realizable Value                       (367,370)
                                                                  ---------
Net Assets May 31, 2000                                           (914,557)
                                                                  ---------

Add:
Sale of Restricted Common Stock                                   100,000
Issuance of Restricted Common Stock                                631,570
 as Payment of Liabilities

Less:
Business Continuance Expenses                                     (103,885)
Sale of Website Rights                                             (12,500)
Interest Accrual                                                   (19,948)
                                                                   --------

Net Assets May 31, 2001                                          ($319,320)
                                                                 ==========

       See Auditors Report and Accompanying Notes to Financial Statements

                                      F-4
CENTRACK INTERNATIONAL INC.
                           (A COMPANY IN LIQUIDATION)
                   STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
                     FROM MAY 31, 1999 THROUGH MAY 31, 2001

                                                                ADDITIONAL
                                               COMMON STOCK        PAID      ACCUMULATED
                                            SHARES      AMOUNT  IN CAPITAL     DEFICIT
                                          ----------    ------  ----------   -----------


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

Issuance of Common Stock for Cash            543,892        54     137,454

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

Conversion of Debts and Liabilities
  to Equity                                1,037,965       104   1,287,703

Net (Loss)                                                                    (2,052,848)
                                          ----------    ------  ----------   -----------
Balance -May 31, 2000                     24,093,588     2,409   2,161,562    (2,693,103)

Issuance of Common Stock for Services     13,855,955     1,386      67,894

Issuance of Common Stock for Cash
  and Note                                51,780,178     5,178     116,389

Conversion of Debts and Liabilities
  to Equity                               12,829,054     1,283     203,506

Common Stock contributed to the
  company                                  1,422,500       142       6,970

Net Loss for the Year Ended May 31, 2001                                        (171,369)
                                         -----------    ------  ----------   -----------
Balance -May 31, 2001                    103,981,275    10,398  $2,556,321   ($2,864,472)
                                         ===========    ======  ==========   ===========



       See Auditors Report and Accompanying Notes to Financial Statements

                                      F-5
CENTRACK INTERNATIONAL, INC.
                           (A COMPANY IN LIQUIDATION)
                             STATEMENT OF OPERATIONS
                    Period from June 1, 1999 to Feb. 27, 2000



Revenues
     Listing, Advertising and Other Fees               $16,887
                                                     ---------
          Total Revenue                                 16,887
                                                     ---------
Operating Expenses
     Selling, & Marketing                              543,296
     General and Administrative                      1,510,105
                                                     ---------
          Total Operating Expenses                   2,053,401

     Loss from Operations                           (2,036,514)
Other Income (Expense)
     Interest Expense                                  (16,334)
                                                     ---------
          Net Loss                                 ($2,052,848)
                                                    ==========
Loss Per Share                                         ($0.088)
                                                    ==========
Weighted Average Shares-                            23,419,847
                                                    ==========


       See Auditors Report and Accompanying Notes to Financial Statements

                                      F-6
CENTRACK INTERNATIONAL INC.
                           (A COMPANY IN LIQUIDATION)
                             STATEMENT OF CASH FLOWS
                    Period from June 1, 1999 to Feb. 27, 2000


CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss                                                       ($2,052,848)
Adjustments to Reconcile Net Loss to
 Net Cash Provided by Operating Activities:
     Depreciation & Amortization                                   100,772
     (Increase) Decrease In
          Prepaids and Other Assets                                   (904)
          Deposits                                                  14,100
     Increase (Decrease) In
          Accounts Payable and Accrued Expenses                    547,055
                                                                 ---------
Net Cash Used By Operating Activities                           (1,391,825)

CASH FLOWS FROM INVESTING ACTIVITIES
     Loan Receivable and Interest                                   65,028
     Sale of Fixed Assets
     Development                                                  (258,578)
                                                                 ---------

Net Cash Used By Investing Activities                             (193,550)

CASH FLOWS FROM FINANCING ACVTIVITES
     Proceeds from Debt                                          1,166,334
     Conversion of Outstanding Debt and
       Payables to Contributed Capital                          (1,287,703)
     Equity Contributions                                        1,425,157
     Issuance of Common Stock for Cash                                 269
                                                                 ---------
Net cash Provided by Financing Activites                         1,304,057
                                                                 ---------

Net Increase (Decrease) In Cash                                   (281,318)

CASH - Beginning of Period                                         281,318
                                                                 ---------
CASH -End of Period                                                     $0
                                                                 ---------
Non Cash Transactions:
Interest paid                                                           $0



       See Auditors Report and Accompanying Notes to Financial Statements

                                      F-7
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 for 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, had comprised of services of listings on its
website, advertising, sourcing, information and auctions of used heavy
equipment, Although some nominal advertising and listing revenues had been
earned 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.
This plan of liquidation called 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 proposed 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.

In January 2001, an independent investor purchased for $ 150,000 in cash and
notes,(subsequently amended to $ 121,567) a 51% equity interest in the company.

The company has no operations and is currently a shell corporation, and it is
proceeding under this plan of liquidation.


                                      F-8
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                     NOTES TO FINANCIAL STATEMENTS (cont'd)

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. 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.

Prior to the plan of liquidation, 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.


SOFTWARE DEVELOPMENT COSTS

Internal and external costs incurred to develop internal-use software were
capitalized and amortized over three years. Under the plan of liquidation, the
Company recognized a loss of $171,512 upon its write down of Software
Development.

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 had had no
significant operations, 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, 2001 of
approximately $3,100,000 that expire at varying times through fiscal year 2016.


                                      F-9
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                     NOTES TO FINANCIAL STATEMENTS (cont'd)

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.


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 exposure on May 31, 2001.


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. Diluted EPS has not been
presented since the presentation is anti dilutive.


FINANCIAL STATEMENTS

Since the company is in liquidation as of Feb 27, 2000, comparative statements
of Operations and Cash Flows have not been presented.


2.   COMMITMENTS

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 July 17, 2001, the company authorized the payment of 833,333
shares of stock in lieu of cash for the officers salary.


                                      F-10
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                     NOTES TO FINANCIAL STATEMENTS (cont'd)

3.   NOTES PAYABLE

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. The company was in default of
these notes and the accrued interest. 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 9 % promissory note. The Company was in
default of this note; 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 expired, unexercised, July 10,
2001.

4.   STOCK WARRANTS

The Company issued stock purchase warrants to certain outside parties during
1998, 1999 and 2000 in satisfaction of certain liabilities. Warrants to purchase
350,824 shares of the Company's common stock are outstanding at May 31, 2001
inclusive of warrants: to purchase 52,805 shares at an exercise price of $ .095
per share expiring February 16, 2003, warrants to purchase 198,019 shares at an
exercise price of $ .095 per share expiring February 9, 2004 and warrants to
purchase 100,000 shares at an exercise price of $.25 per share expiring July 10,
2001.

5.   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, related payroll taxes and the judgement,
totaling $ 166,236 are reflected in these financial statements.

6.   CONSULTING AGREEMENTS

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.

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.


                                      F-11
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                     NOTES TO FINANCIAL STATEMENTS (cont'd)


7.   RESTRICTED COMMON STOCK ISSUED FOR SETTLEMENTS

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. For the year ended May 31, 2001, the
Company, in conjunction with its former plan of liquidation, has settled
$631,570 of liabilities in consideration of settlement agreements concurrent
with the issuance of 15,210,029 shares of the Company's restricted common stock.
Additional settlement agreements for $ 9,092 have been signed pending issuance
of an additional 221,826 shares of restricted common stock.

On June 11, 2001 the directors increased the number of shares available for
liability settlement to 22,050,000 shares.


8.   SALES OF COMMON STOCK

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
$150,000 in cash and promissory notes subject to certain adjustments as provided
for in the agreement. As of May 31, 2001, $100,000 in cash has been received by
an escrow agent on behalf of company and the remaining note has been adjusted to
$21,567. The remaining note is secured by 17,260,059 shares of the above
referenced securities held in escrow.

The agreement further provides that the ownership by the unrelated offshore
third party will not be decreased below 51% from Centract's issuance of shares
or restricted Centrack Common Stock to various creditors, in settlement of
claims. As of May 31, 2001 the company was obligated to issue approximately
1,250,000 additional shares of common stock for effected settlements.

The intent of the equity sales 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. As of May 31, 2001, the escrow agent had $8,821 for the
benefit of the company.

9.   ADDITIONAL EQUITY AUTHORIZED

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


                                      F-12
CENTRACK INTERNATIONAL, INC
                           (A COMPANY IN LIQUIDATION)
                     NOTES TO FINANCIAL STATEMENTS (cont'd)


10.  SUBSEQUENT EVENTS

Name Change and Reverse Stock Split.

On October 12, 2001, the Board of Directors and a majority of the shareholders
of the Company agreed by unanimous consent to change the name of the Company to
"CTK Corp." and effectuate a 100:1 reversed stock split of the Company's
currently issued and outstanding shares of Common Stock. The number of common
shares authorized, 120,000,000, and the par value per share of $ .0001 are
remaining the same. The name change and reverse stock split is expected to be
effective in early 2002. The financial statements above have not been restated
to reflect these changes.

Amended articles of Incorporation.

On October 12, 2001 the Board of Directors amended the Articles of Incorporation
to authorize the issuance of 2,000,000 Preferred Stock.

Change in Control of the Registrant.

Effective October 18, 2001, the Company entered into a Stock Purchase Agreement
(the "Agreement") with Lancer Offshore, Inc., a Curacao, Netherlands Antilles
corporation. Under the Agreement, Lancer Offshore purchased 40,000,000 shares of
the Company's Common Stock, par value $.0001 for the sum of $400,000.00. Lancer
Offshore, Inc. shall receive the 40,000,000 shares of Common Stock on a post
reverse split basis. Upon effectiveness of the reverse stock split, Lancer
Offshore will own approximately 93% of the Company's issued and outstanding
shares of Common Stock. In addition, under the Agreement the Company will issue
warrants to Lancer Offshore to purchase 5,000,000 shares of the Company's Common
Stock exercisable at $.01 per share until December 31, 2001; warrants to
purchase 20,000,000 shares of Common Stock exercisable at $.05 per share until
September 28, 2004; and warrants to purchase 20,000,000 shares of Common Stock
exercisable at $.10 per share until September 28, 2006. In connection with the
Agreement the Company will also issue 2,000,000 shares of Common Stock to
Stenton Leigh Business Resources, Inc. along with warrants to purchase 1,000,000
shares of Common Stock exercisable at $.05 per share until September 28, 2004
and warrants to purchase 1,000,000 shares of Common Stock exercisable at $.10
per share until September 28, 2006. The shares of Common Stock underlying the
warrants above are convertible on a post reverse split basis.


                                      F-13

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

     On July 10, 2001, the Company decided not to retain Caruso & Caruso, P.A.
as independent auditors to perform the necessary audit for the fiscal year ended
May 31, 2001. The decision was recommended by the Company's Board of Directors.
The reports of Caruso on the Company's financial statements for the periods in
which they were engaged as principal accountants 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. During the two most recent
fiscal years and interim period prior to July 10, 2001, there were no
disagreements with Caruso on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure or any reportable
events.

     The Company retained Baum & Company, P.A. as its independent auditor for
the fiscal year ended May 31, 2001.


     Subsequent to the period covered by this report, on January 31, 2002, the
board of directors of the Company approved the engagement of Weinberg & Company,
P.A. as independent auditors of the Company for the fiscal year ended May 31,
2002, to replace the firm of Baum & Company, P.A., who were dismissed as the
Company's auditors, effective January 31, 2002.

     The reports of Baum Company, P.A. on the Company's financial statements for
the past year did not contain an adverse opinion or disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.

     In connection with the audits of the Company's financial statements for the
fiscal year ended May 31, 2001 (included in this report), and in the subsequent
unaudited interim period through January 31, 2002 (date of dismissal), there
were no disagreements with Baum [Company, P.A.] on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of Baum Company, P.A.,
would have caused Baum Company, P.A. to make reference to the subject matter in
their report.



                                       10





                                    PART III

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

     The following table sets forth the names, positions with the Company and
ages of the executive officers and directors of the Company. Directors will be
elected at Company's annual meeting of shareholders and serve for one year or
until their successors are elected and qualify. Officers are elected by the
Board and their terms of office are, except to the extent governed by employment
contract, at the discretion of the Board of Directors.


Name                           Age            Position Held

Laurence S. Isaacson           54             Director, President and Secretary

Kathyrn Cowen                  39             Director


     Laurence S. Isaacson - has served as president and a member of the Company's
board of directors since November, 2001. Mr. Isaacson currently devotes between
5 and 10 hours a week to the Company.  Since September 2001, Mr. Isaacson has
served as president and secretary of AUG Corp., with current biometric
identification operations in Deerfield Beach, Florida. Since 1994, Mr. Isaacson
has been the principal, president and CEO of Thornhill Group, Inc., a NASD member
broker/dealer specializing in private placements. He has also been a principal,
executive vice president and COO of Stenton Leigh Group, Inc., a Boca Raton
based merchant banking firm, since 1999. In addition to serving as an officer
and director to various private and public companies, Mr. Isaacson was Managing
Director of Strategica Capital Corporation, a Miami based merchant bank from
1994 to 1999. Mr. Isaacson graduated in 1970 from Husson College, Bangor, Maine
with a Bachelor of Science Degree in Accounting and holds Series 7, 24, 27 and
63 licenses along with a Florida Real Estate Broker and Florida Mortgage Broker
licenses.


                                       11
Kathyrn Cowen - has been a director of the Company since November 2001.
As an independent director, Ms. Cowen devotes minimal time to the Company's day
to day business.  Since September 2001 Ms. Cowen has served as a director of AUG
Corp., with biometric identification operations in Deerfield Beach, Florida.
From March 1999 through January 2001 Ms. Cowen was vice president of
ContractorHub.com, a technology firm with headquarters located in Kent,
Washington, which provides construction company clients with an electronic
procurement of goods and services over the Internet. From 1997 to March 1999 Ms.
Cowen was director of business development for the IT Group, Inc., a provider of
diversified services in the areas of consulting, engineering, construction,
remediation and facilities management with headquarters located in Monroeville,
Pennsylvania, which acquired the division of Fluor Daniel GTI, Inc. where Ms.
Cowen had been employed. From September 1992 to August 1997 Ms. Cowen was
director of business development for TRC Environmental Solutions, Inc., an
environmental construction and engineering firm. Ms. Cowen also currently serves
on the board of directors of SMX Corp and Nu-D-Zine, Inc.



Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's outstanding Common Stock to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock. Such persons are required by SEC regulation to
furnish the Company with copies of all such reports they file.

     To the Company's knowledge, Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners have not
been complied with for the period which this proxy relates.


ITEM 10. EXECUTIVE COMPENSATION


     The following table sets forth information relating to the compensation
paid by the Company during the last three fiscal years to: the Company's
president and chief executive officer; and each of the Company's executive
officers who earned more than $100,000 during any fiscal year. Mr. Weast and Mr.
Lofquist no longer serve as officers of the Company. Mr. Isaacson, the Company's
current president does not receive compensation, nor has he entered into an
employment contract with the Company. However, the Company may enter into an
employment agreement with Mr. Isaacson in the future. Terms of this agreement
have not be discussed.



                                       12




                                     SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------
                                 Annual Compensation                Long-Term Compensation
--------------------------- ------------------------------ -------------------------------------------

                                                                  Awards              Payouts
--------------------------- ------------------------------ ---------------------- --------------------
                                                                       Securities
Name and Principal                               Other                   Under-
    Position         Year     Salary     Bonus   Annual     Restricted   Lying              All Other
                                                 Compen-      Stock     Options/    LTIP     Compen-
                                                 Sation      Award(s)     SARs     Payout    sation
                                                   ($)         ($)        (#)        ($)       ($)
------------------- ------- ----------- ------- ---------- ----------- ---------- --------- ----------

George Weast, CEO    6/00-
 and President       5/01   $10,000(3)     -       -            -          -          -         -
------------------- ------- ----------- ------- ---------- ----------- ---------- --------- ----------

John Lofquist, CEO   6/99-
 and President       5/00   $54,205        -       -            -          -          -     $65,028(2)
------------------- ------- ----------- ------- ---------- ----------- ---------- --------- ----------


John Lofquist, CEO   6/98-
 and President       5/99   $ 2,500        -    $8,020(1)       -          -          -           -
------------------- ------- ----------- ------- ---------- ----------- ---------- --------- ----------
(1)      Comprised of automobile and insurance payments.
(2)      Forgiveness of advance in payment for services rendered.
(3)      Has received 833,333 shares of common stock in lieu of salary.


Compensation of Directors

     Members of the Company's Board of Directors are not compensated for their
service on the Board.

Employment Agreements

     None


                                       13
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth certain information regarding the Company's
common stock beneficially owned on April 12, 2002 by: (1) each shareholder
known by the Company to be the beneficial owner of five (5%) percent or more of
the Company's outstanding common stock, (2) each of the Company's executive
officers and directors, and (3) all executive officers and directors as a group.
Unless otherwise disclosed, the address for the beneficial shareholder below is
1900 Corporate Boulevard, Suite 305W, Boca Raton, Florida 33431. There were
approximately 114,911,808 shares outstanding as of December 31, 2001. The
information below excludes shares and warrants to be issued to Lancer Offshore
pursuant to a stock purchase agreement. Upon issuance of these securities and
effectuation of the proposed reverse stock split, Lancer Offshore will own
approximately 93% of the Company's common stock.



                               Number of Beneficially  Percentage of Outstanding
Name                                Owned Shares       Shares Beneficially Owned


Golden Stone Group Limited(1)        51,780,178                  45.1%
No. 5A Asklipou St.
Athens, Greece


Nafal Kahook                         12,568,016                  10.9%
9941 S.W. 4th Street
Plantation, FL 33324

George Weast, Jr.                    12,525,943                  10.9%
1515 N. Federal Highway, Suite 300
Boca Raton, FL 33432

Steven J. Merritt                     6,041,665                   5.3%
1515 N. Federal Highway, Suite 300
Boca Raton, FL 33432


Laurence S. Isaacson                          0                    --


Kathryn Cowen                                 0                    --

Officers and Directors as a Group             0                    --
(2 persons)


(1)The beneficial owner of Golden Stone Group Limited is Georgious Nathanial.



                                       14
ITEM 12. INTEREST OF MANAGEMENT AND OTHER CERTAIN TRANSACTIONS


     In December 1999, the Company borrowed $100,000 from Howard Tannenbaum, a
stockholder of the company, in the form of an unsecured promissory note. The
principal was payable on demand together with the 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. The Company was in default of these notes and the accrued
interest. Subsequently, the liability was converted to equity on January 20,
2001 through a settlement agreement in which the stockholder received 3,333,333
shares of the Company's restricted common stock.

     In January 2000, the Company borrowed $25,000 from David Ait, a director of
the Company in the form of an unsecured 9% promissory note. The Company
defaulted on the note and the liability subsequently was converted to equity on
January 23, 2001 through a settlement agreement in which the director received
809,928 shares of the Company's restricted common stock. As additional
consideration for the loan, the Company issued the director warrants to purchase
100,000 shares of its restricted common stock at an exercise price of $0.25 per
share. The warrants expired, unexercised, July 10, 2001.


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

     (a) Exhibits.

         2          Stock Purchase Agreement with Lancer Offshore dated October
                    18, 2002.

         3(i)(a)    Articles of Incorporation (incorporated by reference to our
                    Report on Form 10-SB filed 10/29/99, as amended).

         3(i)(b)    Articles of Amendment (incorporated by reference to our
                    Report on Form 8-K filed February 2, 2001).

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

     (b) Reports on Form 8-K.

     No reports were filed during the last quarter of the period covered by this
report.


                                       15
SIGNATURES


     In accordance with Section 13 of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on May 7, 2002.


                                      CENTRACK INTERNATIONAL, INC.



                                      By: /s/Laurence S. Isaacson
                                      Laurence S. Isaacson, Director,
                                      President and Principal Accounting Officer


                                      By: /s/Kathryn Cowen
                                      Kathryn Cowen, Director`