UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                For the quarterly period ended February 29, 2000

[ ]   TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT

                    For the transition period from____ to____

                         Commission file number 2-90519

                           Century Laboratories, Inc.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

                  Delaware                             75-0510027
                  --------                             ----------
      (State or other jurisdiction of                (IRS Employer
       incorporation or organization)             Identification No.)

            c/o Edwin Mendlinger, President, 160 East 65th Street -
                      Suite 12F, New York, New York 10021
            -------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 249-4900
                                 ---------------
                           (Issuer's telephone number)

               ___________________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report)

The number of shares outstanding of the issuer's common stock, par value $.01
per share, as of March 27, 2000 was 5,233,594.

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [x ]
<PAGE>

                           CENTURY LABORATORIES, INC.

                                                                            Page

PART I.  FINANCIAL INFORMATION

              Financial Statements:

              Consolidated Balance Sheet
              February 29, 2000 (Unaudited)                                  4

              Consolidated Statements of Operations
              Three Months Ended February 29, 2000
              and 1999 (Unaudited)                                           5

              Consolidated Statements of Operations
              Nine Months Ended February 29, 2000
              and 1999 (unaudited)                                           6

              Consolidated Statements of Cash Flows
              Nine Months Ended February 29, 2000
              and 1999 (Unaudited)                                           7

              Management's Discussion and Analysis or Plan
              of Operation                                                   8-9

PART II. OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K                               10

     Signatures                                                              11


                                      - 2 -
<PAGE>

                   NOTE CONCERNING FORWARD-LOOKING STATEMENTS

      Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. These statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statements.

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

      The accompanying interim unaudited financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included, and the disclosures are adequate to make the
information presented not misleading. Operating results for the nine months
ended February 29, 2000 are not necessarily indicative of the results that may
be expected for the year ended May 31, 2000. These statements should be read in
conjunction with the financial statements and notes thereto included in the
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
for the year ended May 31, 1999.


                                      - 3 -
<PAGE>

                           Century Laboratories, Inc.
                           Consolidated Balance Sheet
                                   (Unaudited)
                           ==========================

                                     ASSETS

                                                               February 29, 2000
                                                               -----------------

Cash                                                              $    20,906

Total Assets                                                           20,906
                                                                  ===========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Accounts Payable and Accrued Expenses                             $    19,500

         Total Liabilities                                             19,500

Shareholders' Equity

Common Stock, $.01 par value
 per share; 10,000,000 shares
 authorized, 5,233,594 shares
 issued and outstanding                                                52,336

Additional paid-in Capital                                          7,287,774

Retained Earnings (Deficit)                                        (7,338,704)
Total Shareholders' Equity                                              1,406
                                                                  -----------
Total Liabilities and
Shareholders' Equity                                              $    20,906
                                                                  ===========


                                      - 4 -
<PAGE>

                           Century Laboratories, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)
                      =====================================

                                                      For the Three Months ended
                                                             February 29,
                                                      --------------------------

                                                         2000             1999
                                                      ---------        ---------

Revenue:                                              $   -0-          $   -0-
         Total Revenue                                    -0-              -0-
                                                      =========        =========
Expenses:

Commissions                                               -0-              -0-

Professional Fees                                         -0-              -0-

Regulatory Expense                                    $   1,068            -0-

Advertising and Marketing                                 -0-              -0-

Travel and Entertaining                               $     500            -0-

Miscellaneous Expense                                 $      66            -0-

Office Supplies                                       $     335            -0-
                                                      ---------        ---------
Total Expenses                                            1,969            -0-
                                                      ---------        ---------
Net Income (Loss) Before Taxes                           (1,969)           -0-

Net Income (Loss)                                        (1,969)           -0-
                                                      =========        =========
Primary Earnings Per Common Share                         -0-              -0-
                                                      =========        =========
Net Earnings (Loss)                                       -0-              -0-
                                                      =========        =========

Fully Diluted Earnings Per
 Common Share                                             -0-              -0-
                                                      =========        =========

Net Earnings (Loss) Per
 Common Share                                         $   -0-          $   -0-
                                                      ---------        ---------

Weighted Average Number of
Common Shares Outstanding                             5,233,594        5,233,594
                                                      =========        =========

                                      - 5 -
<PAGE>

                           Century Laboratories, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                       For the Nine Months ended
                                                           February 29, 1999
                                                       -------------------------

                                                          2000           1999
                                                       ----------      ---------

Revenue:                                               $   45,000      $   -0-

       Total Revenue                                       45,000      $   -0-
                                                       ==========      =========
Expenses:

Commissions                                                16,875          -0-

Professional Fees                                           5,250          -0-

Regulatory Expense                                          1,068          -0-

Advertising and Marketing                                   -0-            -0-

Travel and Entertaining                                       500          -0-

Miscellaneous Expense                                          66          -0-

Office Supplies                                               335          -0-
                                                       ----------      ---------
Total Expenses                                             24,094          -0-
                                                       ----------      ---------
Net Income (Loss) Before Taxes                             20,906          -0-

Net Income (Loss)                                          20,906          -0-
                                                       ==========      =========
Primary Earnings Per Common Share                            .004          -0-
                                                       ==========      =========

Net Earnings (Loss)                                         -0-            -0-
                                                       ==========      =========
Fully Diluted Earnings Per
Common Share                                                 .004          -0-
                                                       ==========      =========

Net Earnings (Loss) Per
Common Share                                           $     .004      $   -0-
                                                       ==========      =========

Weighted Average Number of
Common Shares Outstanding                               5,233,594      5,233,594
                                                       ==========      =========


                                      - 6 -
<PAGE>

                           Century Laboratories, Inc.
                Consolidated Statements of Cash Flows (Unaudited)
                =================================================

                                                        Nine Months ended
                                                           February 29,
                                                        -----------------
                                                      2000             1999
                                                      ----             ----


Cash Flows from Operating Activities                $ 20,906          $ -0-
                                                    --------          -----
Increase in Accrued Liabilities                        -0-              -0-

New Cash Used from
 Operating Activities                                  -0-              -0-
                                                    --------          -----
Cash Flows from Investing
 Activities                                            -0-              -0-
                                                    --------          -----
Total Cash Flow from
 Financing Activities                                  -0-              -0-
                                                    --------          -----
Cash at Beginning of Period                            -0-              -0-
                                                    --------          -----
Net increase (decrease)                               20,906            -0-

Cash at End of Period                               $ 20,906          $ -0-
                                                    ========          =====


                                      - 7 -
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

Discussion of Financial Condition

      Century Laboratories, Inc. (the "Company") has little revenues. We have no
operations and own no assets. During the quarterly period ending November 30,
1999, our Company received a nonrefundable deposit of approximately $45,000
pursuant to terms set forth in a purchase agreement to acquire certain shares of
capital stock in our Company. The deposit was turned over to our Company as
liquidated damages when the other party defaulted on the proposed purchase. Our
Company will continue to seek a sale or a business combination transaction. No
prediction of the future financial condition of our Company can be made.

Plan of Business

      Within the next twelve months, we intend to restructure ourselves in order
to be used as a "public shell" for a suitable privately-held company with both a
business history and operating assets that has the intention to become public.
We do not intend to combine with a privately-held company determined to be an
investment company which would then subject our Company to the Investment
Company Act of 1940, as amended. We believe a privately-held company will
combine with our "public shell" in either a merger, consolidation,
reorganization, or any other form which will subsequently create a publicly-held
company when the two companies combine.

      We believe a combination will create the advantage of acquiring an
ownership interest in a public company without the costs or the time that would
be incurred when conducting an initial public offering.

      We believe that the process of selecting a suitable privately-held company
and the subsequent merger or business transaction with us to become a public
company may be extremely complex and risky. In our search for a suitable
privately-held company to combine with us, we are determined to consider only
companies we believe have growth potential and opportunities. There may be
significant changes in the number of our employees if a business combination
occurs. Because we will rely on the information as provided by the management of
the potential company, there may be information concerning the potential company
that we may not have discovered through our own investigative research of the
management, key personnel, financial structure and facilities, or there may be
information which might have been concealed by the potential company.

      We will continue to seek a sale or business combination transaction. We
are an inactive Delaware corporation and may remain dormant if we do not merge
or combine with another business company. We cannot predict the future financial
condition of our Company. We may be unable to satisfy any liabilities incurred
prior to the combination with a privately-held company. If negotiations and
transactions fail prior to a successful consummation, we may not be able to
continue to pursue business opportunities with other privately-held companies.
If this occurs, it is foreseeable that our Company's Common Stock may become
worthless and our stockholders may receive a nominal distribution, if any, upon
our Company's liquidation and dissolution.


                                      - 8 -
<PAGE>

      We cannot predict the resulting value of the merger or business
transaction for the owners of the privately-held company selected for the
business combination. The privately-held company selected for the business
combination may incur significant expenses and costs associated with the
business transaction including legal, accounting and administrative fees and
expenses. Further, it may be difficult for the combined companies to afford
marketing campaigns, new developments or the ability to manufacture, if any.

      We cannot provide any assurance that the combined company will be able to
receive additional equity or debt financing or funding from a third-party if the
combined company subsequently requires it.

      Under Delaware Law our certificate of incorporation permits our Board of
Directors to issue up to 1,000,000 shares of "blank check" preferred stock. Our
Board of Directors also has the authority to determine the price, rights,
preferences, privileges and restrictions of those shares without any further
vote or action by our stockholders. If we issue preferred stock with voting and
conversion rights, the rights of our common stockholders could be adversely
affected by, among other things, the loss of their voting control to others. Any
additional issuances could also delay, defer or prevent a change in control of
our company, even if these actions would benefit our stockholders.

      Accordingly, our Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the rights of holders of our
common stock.


                                      - 9 -
<PAGE>

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

      (a) None.

      (b) No reports on Form 8-K were filed during the quarter ended February
29, 2000.


                                     - 10 -
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: April 4, 2000                        Century Laboratories, Inc.
                                       --------------------------------
                                                (Registrant)


                                       By: /s/ Edwin Mendlinger
                                          ---------------------
                                          Edwin Mendlinger
                                          President (principal executive officer
                                          and principal financial and accounting
                                          officer)


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