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

                               AMENDMENT NO. 2 TO

                                  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..............5

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............................................11

Item 8.       Changes in and Disagreements With Accountants
              on Accounting and Financial Disclosure..........................11

PART III

Item 9.       Directors, Executive Officers, Promoters and
              Control Persons; Compliance With Section 16(a)
              of the Exchange Act.............................................12

Item 10.      Executive Compensation..........................................13

Item 11.      Security Ownership of Certain Beneficial
              Owners and Management...........................................15

Item 12.      Interest of Management and Other Certain Transactions...........16

Item 13.      Exhibits, List and Reports on Form 8-K..........................17

                                     **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 (while it is a "blank check" 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. The Company subsequently terminated the plan of
liquidation and continued to maintain 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.

     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. These limitations include the restriction of sale or
disposition of these securities unless the securities are registered under the
Securities Act. 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. 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, entities or outside consultants in connection with a merger or
acquisition, nor will the Company pay any finders fee to an entity that is not a
registered broker dealer. 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.

     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

                                       3

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 the reverse stock split upon compliance with SEC reporting
requirements.

     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,

                                       4

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 1, 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.
This space is currently leased by an affiliate of Laurence S. Isaacson. Mr.
Isaacson receives no fees or other personal benefits from this arrangement.

**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.

     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.

                                       5
**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 June 1,
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.

     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

                                       6

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 that 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.

     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 shareholders had access to information concerning the
Company and were provided with the opportunity to ask management questions
concerning the Company.

                                       7
**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. 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 December 1, 2001 the Company subsequently
rescinded its plan of liquidation and dissolution.

**Results of Operations**

     The Company had no revenues for the year ended May 31, 2001. The Company
incurred operating expenses of $171,369 for the year ended May 31, 2001,
consisting exclusively of general and administrative expenses associated with
the Company's reorganization of its business. For the year ended May 31, 2001
the Company had a net loss of $171,369.

**Liquidity and Capital Resources**

                                       8

     As of May 31, 2001, the Company had no existing cash reserves. At May 31,
2001, the Company had a working capital deficiency of $319,320 and an
accumulated deficit of $2,864,472. These factors raise substantial doubt about
the Company's ability to continue as a going concern. The Company believes that
funds received from private financing subsequent to the year ended May 31, 2001
should be adequate to fund operations for twelve months.

     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
**Plan of Operations**

     The Company is 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 report.

     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. 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 nor any registered
broker dealer in connection with a merger or acquisition.

     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.

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

     The Company has been dependent upon proceeds from the private sale of its
securities to maintain its operations. Management believes that funds received
from private financing subsequent to the date of this report will satisfy its
cash requirements necessary to facilitate its business plan over the next 12
months. The Company anticipates that it will incur nominal expenses in the
implementation of its business plan.

                                       10
**ITEM 7.  FINANCIAL STATEMENTS**

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

 CENTRACK INTERNATIONAL, INC.
                              FINANCIAL STATEMENTS
                               AS OF MAY 31, 2001

                          CENTRACK INTERNATIONAL, INC.

                                    CONTENTS
                                    --------

PAGE                 1        INDEPENDENT AUDITORS' REPORT

PAGE                 2        BALANCE SHEET AS OF MAY 31, 2001

PAGE                 3        STATEMENT OF NET DEFICIT IN LIQUIDATION AS OF MAY 31, 2000

PAGE                 4        STATEMENTS  OF  OPERATIONS  FOR THE YEAR ENDED  MAY 31,  2001 AND FOR THE PERIOD FROM
                              JUNE 1, 1999 THROUGH FEBRUARY 27, 2000

PAGE                 5        STATEMENT OF CHANGES IN NET DEFICIT IN  LIQUIDATION  FOR THE PERIOD FROM FEBRUARY 28,
                              2000 THROUGH MAY 31, 2000

PAGE                 6        STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR THE YEAR ENDED MAY 31, 2001

PAGE                 7        STATEMENTS  OF CASH FLOWS FOR THE YEAR  ENDED  MAY 31,  2001 AND FOR THE PERIOD  FROM
                              JUNE 1, 1999 THROUGH FEBRUARY 27, 2000

PAGES            8 - 14       NOTES TO FINANCIAL STATEMENTS AS OF MAY 31, 2001

                  INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of Centrack International,
Inc. as of May 31, 2001 and the related statements of operations, stockholders'
deficiency and cash flows for the year then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit. 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 accounting principles generally accepted in the United states of
America for a company in liquidation, the statements of cash flows and statement
of operations are not required.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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.

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

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company has a net loss of $171,369, a negative cash
flow from operations of $87,530, a working capital deficiency of $319,320 and
has an accumulated deficit of $2,864,320. These matters raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 10. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Baum & Company, P.A.

Coral Springs, Florida
December 1, 2001

                                       1

                          CENTRACK INTERNATIONAL, INC.
                                  BALANCE SHEET
                                  MAY 31, 2001
                                  ------------

CURRENT ASSETS
 Escrow funds receivable                                                        $              8,821
 Employee receivable                                                                             110
                                                                                 -------------------
     Total Current Assets                                                                      8,931
                                                                                 -------------------

TOTAL ASSETS                                                                    $              8,931
------------
                                                                                 ===================

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                          $            328,251
                                                                                 -------------------
     Total Current Liabilities                                                               328,251
                                                                                 -------------------

STOCKHOLDERS' DEFICIENCY
 Common stock, $.0001 par value, 120,000,000 shares authorized,
  103,981,275 shares issued and outstanding                                                   10,398
 Additional paid-in capital                                                                2,556,321
 Stock subscription note receivable                                                          (21,567)
 Accumulated deficit                                                                      (2,864,472)
                                                                                 -------------------
     Total Stockholders' Deficiency                                                         (319,320)
                                                                                 -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $              8,931
----------------------------------------------
                                                                                 ===================

                 See accompanying notes to financial statements.

                                        2

                          CENTRACK INTERNATIONAL, INC.
                               (LIQUIDATION BASIS)
                           NET DEFICIT IN LIQUIDATION
                               AS OF MAY 31, 2000
                               ------------------

CURRENT ASSETS
 Cash and cash equivalents                                                      $                  -
                                                                                 -------------------

     Total Current Assets                                                                          -

FIXED ASSETS, NET OF DEPRECIATION
 Website development                                                                          12,500
                                                                                 -------------------

     Total Fixed Assets                                                                       12,500
                                                                                 -------------------

OTHER ASSETS
 Deposits and other assets                                                                         -
                                                                                 -------------------

TOTAL ASSETS                                                                    $             12,500
------------
                                                                                 ===================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES
 Cash overdraft                                                                 $             12,470
 Accounts payable and 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
                                                                                 -------------------

STOCKHOLDERS' DEFICIT
 Common stock, $.0001 par value per share, 100,000,000 shares authorized,
  24,557,613 shares issued and outstanding                                                     2,456
 Additional paid-in capital                                                                1,776,090
 Accumulated deficit                                                                      (2,693,103)
                                                                                 -------------------
     Total Stockholders' Deficit                                                            (914,557)
                                                                                 -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                     $             12,500
-------------------------------------------
                                                                                 ===================

                 See accompanying notes to financial statements.

                                        3

                          CENTRACK INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
                            ------------------------

                                                                                For the Year Ended        For The Period From
                                                                                                         June 1, 1999 Through
                                                                                   May 31, 2001            February 27, 2000
                                                                                --------------------     ----------------------

REVENUES                                                                     $                -       $                16,887
                                                                                --------------------     ----------------------

OPERATING EXPENSES
  General and administrative                                                               171,369                  1,510,105
  Selling and marketing                                                                       -                       543,296
                                                                                --------------------     ----------------------
      Total Operating Expenses                                                             171,369                  2,053,401
                                                                                --------------------     ----------------------

LOSS FROM OPERATIONS                                                                      (171,369)                (2,036,514)

OTHER INCOME (EXPENSE)
  Interest expense                                                                            -                       (16,334)
                                                                                --------------------     ----------------------

NET LOSS                                                                     $            (171,369)   $            (2,052,848)
--------
                                                                                ====================     ======================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED                       49,884,825                 23,419,847
                                                                                ====================     ======================

NET LOSS PER SHARE - BASIC AND DILUTED                                       $                -       $                 (0.09)
                                                                                ====================     ======================

                 See accompanying notes to financial statements

                                        4

                          CENTRACK INTERNATIONAL, INC.
                               (LIQUIDATION BASIS)
               STATEMENT OF CHANGES IN NET DEFICIT IN LIQUIDATION
           FOR THE PERIOD FROM FEBRUARY 28, 2000 THROUGH MAY 31, 2000
           ----------------------------------------------------------

Net Deficit, 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 and fixtures                                                                             (7,000)
 Interest accrual                                                                                           (4,782)
 Rent accrual                                                                                              (16,290)
 Transfer agent fee accrual                                                                                   (300)
 Write-down of assets to net realizable value                                                             (367,370)
                                                                                                 -------------------

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

             See accompanying notes to financial statements.

                                        5

                          CENTRACK INTERNATIONAL, INC.
                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                         FOR THE YEAR ENDED MAY 31, 2001
                         -------------------------------

                                                                                        Additional
                                                    Common Stock                          Paid-In              Accumulated
                                           Shares                  Amount                 Capital                Deficit
                                     --------------------     ------------------     ------------------     -------------------

Balance, June 1, 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 debt 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 accompanying notes to financial statements.

                                        6

                          CENTRACK INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                            ------------------------

                                                                              For the Year          For The Period From
                                                                                 Ended             June 1, 1999 Through
                                                                              May 31, 2001           February 27, 2000
                                                                            -----------------      ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss                                                                $         (171,369)    $            (2,052,848)
 Adjustments to reconcile net loss to net cash used in
    operating activities:
  Depreciation and amortization                                                        -                        100,772
  Issuance of shares of common stock for services                                    69,280                        -
 Changes in assets and liabilities:
  Website development                                                                12,500                        -
  Prepaids and other assets                                                            -                           (904)
  Deposits                                                                             -                         14,100
  Accounts payable and accrued expenses                                               2,059                     547,055
                                                                            -----------------      ----------------------
       Net Cash Used In Operating Activities                                        (87,530)                 (1,391,825)
                                                                            -----------------      ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Loan receivable and interest                                                          -                         65,028
 Development                                                                           -                       (258,578)
                                                                            -----------------      ----------------------
       Net Cash Used In Investing Activities                                           -                       (193,550)
                                                                            -----------------      ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash overdraft                                                                     (12,470)                       -
 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                                                  100,000                         269
                                                                            -----------------      ----------------------
       Net Cash Provided By Financing Activities                                     87,530                   1,304,057
                                                                            -----------------      ----------------------

NET DECREASE IN CASH                                                                   -                       (281,318)

Cash - beginning of PERIOD                                                             -                        281,318
                                                                            -----------------      ----------------------

Cash - end of PERIOD                                                     $             -        $                  -
--------------------
                                                                            =================      ======================

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
-----------------------------------------------

Issuance of 13,855,955 shares of common stock for consulting services    $           69,280     $                  -
                                                                            =================      ======================

Issuance of 15,210,029 shares of common stock as payment of liabilitie   $          631,570     $                  -
                                                                            =================      ======================

                 See accompanying notes to financial statements.

                                        7

                          CENTRACK INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               AS OF MAY 31, 2001
                               ------------------

**NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------ -----------------------------------------------------------

(A) Organization and Basis of Presentation**
------------------------------------------

Centrack International, Inc. (the "Company") is a 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 was 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
condensed 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. Although some nominal advertising and listing revenues had been
earned in the past, substantially all the efforts of the Company were focused on
the establishment of a 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 then 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 as of May 31, 2000
and for the period then ended are presented on a liquidation basis (See Note
1(B)).

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.
On December 1, 2001 the Board of Directors of the Company approved a plan to
revise the plan of liquidation which had been approved February 27, 2000. As a
result of the January 2001 investment by an independent investor and the
approval of the revised plan, the Company's financial statements as of May 31,
2001 and for the year then ended have been presented on the accrual basis in
conformity with accounting principles generally accepted in the United States of
America. The Company's revised plan includes, but is not limited to, seeking to
acquire assets or shares of an entity actively engaged in business which
generates revenues in exchange for its securities.

                                       8

On October 12, 2001, the Board of Directors and a majority of the shareholders
agreed to effectuate a 1:100 reverse stock split ("Reverse Split") of the
Company's currently issued and outstanding common stock and to amend the
Company's Certificate of Incorporation to authorize the issuance of 2,000,000
shares of preferred stock. These changes have not been approved by the state of
Delaware and are estimated to be effective in fiscal year 2002. These financial
statements have not been restated to reflect the changes.

Effective October 18, 2001, the Company entered into a stock purchase agreement
with Lancer Offshore, Inc. a Curacao Netherlands Antilles corporation for the
purchase of 40,000,000 shares of the Company's common stock, post Reverse Split
for $400,000. Upon effecting this agreement, Lancer Offshore, Inc. will own 93%
of the Company's common stock. Additionally, the agreement provides for the
issuance of various warrants, expiring through September 28, 2006 to purchase
45,000,000 shares of the Company's common stock, post Reverse Split at prices
from $.01 to $.10 per share. In December 2001, Lance Offshore, Inc. exercised
warrants to purchase 5,000,000 shares of the Company's common stock for $50,000.
The 5,000,000 post Reverse Split shares of common stock will be issued upon
effecting the Reverse Split.

In connection with this agreement the Company will also issue to Stenton Leigh
Business Resources, Inc. 2,000,000 shares of common stock and various warrants,
post Reverse Split, expiring through September 28, 2006, to purchase 2,000,000
shares of common stock, post Reverse Split, at prices ranging from $.01 to $.10
per share.

On March 13, 2002, the Company executed a term sheet with Lancer Offshore, Inc.
for the purchase of an additional 2,500,000 shares of the Company's common
stock, post Reverse Split for $.02 per share. Additionally, in accordance with
the term sheet, the Company will also issue a total of 75,000 shares of common
stock, post Reverse Split to consultants.

**(B) 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 accounting principles
generally accepted in the United States of America 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.

**(C) Use of Estimates**
--------------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires that management make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of

                                       9

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.

**(D) Per Share Data**
------------------

Basic loss per share is based on the net loss divided by the weighted average
number of shares outstanding. Diluted loss per common shares is adjusted to
reflect the incremental number of shares issuable under stock-based compensation
plans and contingently issuable shares, if such adjustments are dilutive. There
were no common stock equivalents included in diluted loss per share, as their
effect would be anti-dilutive.

**(E) Revenue Recognition**
-----------------------

Revenues during fiscal year 2000 were 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 were recognized when the item was
listed. Revenues related to success fees were recognized at the conclusion of
the auction when there was at least one bid above the seller's specified minimum
price or reserve price, whichever was higher. Advertising revenues were
recognized as they were earned. These sources of revenue closed subsequent to
February 27, 2000 when the Company terminated its on-line websites.

**(F) 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.

**(G) 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 write-down of
property and equipment to its net realizable value during fiscal year 2000.

**(H) 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 during fiscal year 2000.

                                       10
**(I) 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 no
significant operations, no deferred tax assets/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.

**(J) 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.

**(K) New Accounting Pronouncements**
---------------------------------

The Financial Accounting Standards Board has recently issued several new
Statements of Financial Accounting Standards. Statement No. 141, "Business
Combinations" supersedes Accounting Principles Board ("APB") Opinion No. 16 and
various related pronouncements. Pursuant to the new guidance in Statement No.
141, all business combinations must be accounted for under the purchase method
of accounting; the pooling-of-interests method is no longer permitted. SFAS 141
also establishes new rules concerning the recognition of goodwill and other
intangible assets arising in a purchase business combination and requires
disclosure of more information concerning a business combination in the period
in which it is completed. This statement is generally effective for business
combinations initiated on or after July 1, 2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes APB Opinion
17 and related interpretations. Statement No. 142 establishes new rules on
accounting for the acquisition of intangible assets not acquired in a business
combination and the manner in which goodwill and all other intangibles should be
accounted for subsequent to their initial recognition in a business combination
accounted for under SFAS No. 141. Under SFAS No. 142, intangible assets should
be recorded at fair value. Intangible assets with finite useful lives should be
amortized over such period and those with indefinite lives should not be
amortized. All intangible assets being amortized as well as those that are not,
are both subject to review for potential impairment under SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of". SFAS No. 142 also requires that goodwill arising in a business
combination should not be amortized but is subject to impairment testing at the
reporting unit level to which the goodwill was assigned to at the date of the
business combination.

                                       11

SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001 and must be applied as of the beginning of such year to all
goodwill and other intangible assets that have already been recorded in the
balance sheet as of the first day in which SFAS No. 142 is initially applied,
regardless of when such assets were acquired. Goodwill acquired in a business
combination whose acquisition date is on or after July 1, 2001, should not be
amortized, but should be reviewed for impairment pursuant to SFAS No. 121, even
though SFAS No. 142 has not yet been adopted. However, previously acquired
goodwill should continue to be amortized until SFAS No. 142 is first adopted.

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

The adoption of these pronouncements is not expected to have a material effect
on the Company's financial position or results of operations.

**NOTE 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.

**NOTE 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

                                       12

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.

**NOTE 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.

**NOTE 5 LAWSUIT SETTLEMENT**
------ ------------------

The Company settled a lawsuit filed by a payroll leasing company in fiscal year
2002, resulting in a payment to the leasing company of $67,358 and the issuance
of 1,587,454 shares of the Company's common stock. The amount is included in
accrual liabilities at May 31, 2001.

**NOTE 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.

**NOTE 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.

                                       13

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

**NOTE 8 SALES OF COMMON STOCK**
------ ---------------------

On January 17, 2001 the Company entered into a stock subscription and purchase
agreement with an unrelated offshore 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 the 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 Centrack'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.

**NOTE 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.

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

As shown in the accompanying financial statements, the Company incurred a net
loss of $171,369, a negative cash flow from operations of $87,530, a working
capital deficiency of $319,320 and has an accumulated deficit of $2,864,320.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern

The Company is seeking to acquire assets or shares of an entity actively engaged
in business which generated revenues in exchange for its securities. The Company
does not have any possible acquisition or merger candidates to date.

                                       14
**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 audit 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 dated August 31, 2001, 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.

                                       11
**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                  40              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. On January 7,
2002, AUG Corp. acquired a wholly owned interest in SyntheSys Secure
Technologies, Inc. ("Synthesys"). AUG Corp. paid $600,000 cash and the
shareholders of Synthesys received an aggregate of 5,350,259 shares of AUG
Corp.'s Common Stock in exchange for their interest in Synthesys. 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.

     **Kathyrn Cowen** - has been a director of the Company since November 2001. As
an independent director, Ms. Cowen devotes less than one hour a week to the
Company's 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

                                       12

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 does expect to
compensate Mr. Isaacson following the consummation of a merger or acquisition.
The Company may enter into an employment agreement with Mr. Isaacson, terms to
be determined by future merger and acquisition candidates following the
consummation of a transaction.

                                       13

                           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
                                                                Sation       Award(s)       SARs       Payouts         ($)
                                                                  ($)          ($)           (#)         ($)

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

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

John Lofquist, CEO and       6/98-
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.

                                       14
**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.
---------

                                       15
**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.

     The Company's current president, Laurence S. Isaacson, has been affiliated
with blank check companies in the past. Mr. Isaacson does not currently intend
to promote any blank check companies. However, if Mr. Isaacson promotes any
other blank check companies while the Company remains a blank check company, it
could present a conflict of interest.

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

(a)      Exhibits.

                  2          Stock  Purchase  Agreement  with Lancer  Offshore  dated October 18, 2002  (previously
                             filed).

                  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).

                                       16

(b)      Reports on Form 8-K.

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

                                       17
**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 June 12, 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

                                       18
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