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

                                   FORM 10-QSB/A

(Mark  One)
[X]  Quarterly  report  under Section 13 or 15(d) of the Securities Exchange Act
of  1934  for  the  quarterly  period  ended  March  31,  2001.

[  ]  Transition report under Section 13 or 15(d) of the Securities Exchange Act
of  1934  (No  fee  required)  for  the transition period from  _____________ to
_______________.

                         Commission file number: 2-90519

                           CENTURY LABORATORIES, INC.
                 (Name of small business issuer in its charter)

                 Delaware                                 72-0510027
   (State  or  other  jurisdiction  of                (I.R.S.  Employer
     incorporation  or  organization)                Identification  No.)

                                 730 2nd Street
                            Santa Rosa, CA 95402-3588
               (Address of principal executive offices) (Zip Code)

                   Issuer's telephone number: (707) 935-6945)

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[  ]

The  number of shares outstanding of Registrant's common stock ($0.01 par value)
as  of  the  quarter  ended  March  31,  2001,  was  1,110,650  shares.


<PAGE>

                                TABLE OF CONTENTS

                                     PART  I


                                                                           Page
----

ITEM  1.  FINANCIAL  STATEMENTS                                             3

ITEM  2.  PLAN  OF  OPERATION                                               10


                                     PART  II

ITEM  1.  LEGAL  PROCEEDINGS                                                11

ITEM  2.  CHANGES  IN  SECURITIES                                           11

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES                                11

ITEM  4.  SUBMISSION  TO  A VOTE OF SECURITY HOLDERS                        11

ITEM  5.  OTHER                                                             12

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                             12

         SIGNATURES                                                         13



<PAGE>

                                     PART I


ITEM  1.  FINANCIAL  STATEMENTS

     Unless  otherwise  indicated,  the  term  "Company"  refers  to  Century
Laboratories,  Inc.  and  its  subsidiaries  and predecessors.  The accompanying
consolidated  unaudited  condensed  financial  statements  have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, so
not  include  all  information  and  footnotes  required  by  generally accepted
accounting  principals  and  should,  therefore,  be  read  in  conjunction with
Company's Annual Report to Shareholders on Form 10-KSB for the fiscal year ended
December  31,  2000.  These  statements  do  include  all  the  normal recurring
adjustments  which  the  Company  believes  is  necessary  and  affords  a  fair
presentation.  The interim results are not necessarily indicative of the results
for  the  full year ending December 31, 2001.  Accordingly, consolidated audited
interim  financial  statements,  including a balance sheet for the Company as of
the  fiscal  quarter  ended  March  31,  2001, and, statements of operations and
statements  of  cash flows for the interim period up to the date of such balance
sheet and the comparable period of the preceding fiscal year are attached hereto
as  Pages  F-1  through  F-6  and  are  incorporated  herein  by this reference.


<PAGE>

                              CENTURY LABORATORIES

                              FINANCIAL STATEMENTS

                                 C O N T E N T S


Independent  Auditors  Report                                       F-1

Balance  Sheet                                                      F-2

Statements  of  Operations                                          F-3

Statement  of  Stockholders'  Equity                                F-4

Statement  of  Cash  Flows                                          F-5


<PAGE>

Board  of  Directors
Century  Laboratories,  Inc.

                          INDEPENDENT AUDITORS' REPORT


I  have  audited the accompanying balance sheet of Century Laboratories, Inc. as
of  March  31,  2001  and  the  related  statement of operations, cash flows and
stockholders'  equity  for  the  year then ended. The financial statement is the
responsibility  of management. My responsibility is to express an opinion on the
financial  statement  based  on  my  audit.

I  conducted  my  audit in accordance with generally accepted audited standards.
Those standards require that we plan and perform the audits 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 the
management,  as well as evaluating the overall financial statement presentation.
I  believe  that  my  audit  provides  a  reasonable  basis  for  my  opinion

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial statements, the company has no viable operations or significant assets
and  is  dependent  upon  its president to provide sufficient working capital to
maintain  the  integrity  of  the  corporate  entity.  The  circumstances create
substantial doubt about the Company's ability to continue as a going concern and
are discussed in Note 1. The financial statements do not contain any adjustments
that  might  result  from  the  outcome  of  these  uncertainties.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial position of Century Laboratories, Inc. as of
February 28, 2001 and the results of its operations and cash flows for the years
then  ended  in  conformity  with  generally  accepted  accounting  principles.

David  Suss,  CPA
May  15,  2001



                                       F-1

<PAGE>

<TABLE>
<CAPTION>


                           CENTURY LABORATORIES, INC.

                                  BALANCE SHEET

                                     AUDITED



ASSETS

                                              March 31, 2001
<S>                                          <C>
Cash                                         $           783

Fixed Assets
Office Equipment                                       2,395
Total Assets                                           3,178


LIABILITIES AND STOCKHOLDER EQUITY

Liabilities
Loans Payable                                $         7,000

     Total Liabilities                                 7,000

Shareholders' Equity:
Common Stock, $.001 par value
     per share; 65,000,000 shares
     authorized, preferred stock
     $.001 par value per share;
     10,000,000 shares authorized,
     1,100,000 common shares
     issued and outstanding 12/31/00                   1,100

Additional Paid-in Capital                         7,553,110

Retained Earnings (Deficit)                       (7,558,032)

Total Shareholders' Equity                        (7,558,032)

Total Liabilities and Shareholders' Equity   $         3,178

                              F-2
</TABLE>


<TABLE>
<CAPTION>


                           CENTURY LABORATORIES, INC.

                                INCOME STATEMENT

                                     AUDITED



                                                    Months Ended
                                                  1/1/01-3/31/01
<S>                                                     <C>
Revenue                                         $             0

Expenses:

Consulting Fee                                            6,857

Professional Fees                                           725

Stock Transfer Expense                                    2,447

Bank Charges                                                 10

NET LOSS                                        $    (    9,314)

                               F-3
</TABLE>


<TABLE>
<CAPTION>


                           CENTURY LABORATORIES, INC.

                        STATEMENT OF STOCKHOLDERS' EQUITY




                                Additional     Retained
                                  Paid in      Earnings
                                  Capital     (Deficit)
<S>                                 <C>          <C>
Net Loss (12/31/00)                       -      (11,003)

Capital Contributed (12/31/00)      113,000            -

BALANCE 12/31/00                $ 7,553,110  $(7,548,718)


Net Loss (3/31/01)                        -       (9,314)

BALANCE                         $ 7,553,110  $(7,558,032)

                             F-4
</TABLE>


<TABLE>
<CAPTION>


                           CENTURY LABORATORIES, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                     AUDITED



                                       For the Two Months Ended
                                            March 31, 2001
<S>                                             <C>
Cash Flows from Operating Activities                    ($9,314)

Increase in Loans Payable                                 2,000

Total Cash Flows                                        ( 7,314)

Cash at Beginning                                         8,097

Decrease in Cash                                          7,314

Cash at End of Period                 $                     783

                                F-5
</TABLE>



                           CENTURY LABORATORIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------



1.     ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

     Century  Laboratories,  Inc.  (the  "Company")  is  an  inactive  Delaware
corporation.  Century Laboratories, Inc. was originally incorporated as Carrtone
Laboratories,  Inc.  in  1958  under  the  laws of the state of Delaware. During
fiscal  year  1994, the Company had its charter revoked by the State of Delaware
for  failure  to  file  franchise  tax reports and pay the required taxes and/or
fees.

     A  certificate  of  renewal  and  a revival of its charter of incorporation
pursuant  to Section 312 of the General Corporation Law of the State of Delaware
was  filed.  As a result, the charter of the corporation was reinstated in March
1999.

2.    STOCKHOLDERS'  EQUITY

     The  Company  declared a 20:1 reverse split on November 27, 2000, resulting
in  500,000 common shares outstanding. An additional 600,000 shares were sold at
$.04  per  share,  resulting  in 1,100,000 common shares issued and outstanding.

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Significant  Credit  Risk  and  Estimates:
     ------------------------------------------

     Management  of  the  Company  uses  estimates  and assumptions in preparing
financial  statements  in  accordance  with  generally  accepted  accounting
principles.  Those  estimates  and  assumptions  affect  the reported amounts of
assets  and  liabilities,  and the reported revenue and expenses. Actual results
could  vary  from  the  estimates  that  management  uses.



<PAGE>



ITEM  2.  PLAN  OF  OPERATION

     The  following  discussion  and analysis should be read in conjunction with
the  Company  financial  statements and notes thereto included elsewhere in this
Form  10-QSB.  Except  for  the  historical  information  contained  herein, the
discussion  in this Form 10-QSB contains certain forward looking statements that
involve  risks  and  uncertainties,  such  as  statements  of the Company plans,
objectives, expectations and intentions.  The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward statements
wherever  they  appear  in  this  Form 10-QSB.  The Company actual results could
differ  materially  from  those  discussed  here.

     Other  than  what  has been disclosed herein and in the year end report for
year  2000,  filed  on April 16, 2001, the Company is not aware of any immediate
circumstances  or trends which would have a negative impact upon future sales or
earnings.  There  have  been  no  material fluctuations in the standard seasonal
variations  of  the  Company  business.  The  accompanying  financial statements
include  all  adjustments,  which  in the opinion of management are necessary in
order  to  make  the  financial  statements  not  misleading.

The  Company
------------

     The Company presently has office space at no cost to the Company at 730 2nd
Street  Santa  Rosa,  CA  95402-3588.

Business  of  Issuer
--------------------

     Our  Company  was originally formed as a Delaware corporation in 1958 under
the  name  Carrtone  Laboratories,  Inc.  We  were  engaged  in the licensing of
patents held by our Company, collecting royalties on a patent and exploiting and
acquiring  other patents and inventions including those related to heart disease
treatment,  cancer  treatment  and  asthma  treatment technologies.  Finding the
results  unsuccessful, we allowed our patents to lapse and discontinued business
operations.  We  eventually became inactive and lacked the funds to maintain any
operations.

     We  were  de-listed  from the NASD Bulletin Board because we failed to file
our  periodic  reports with the Securities and Exchange Commission.  However, we
have  recently  updated  our  SEC  reporting  in  order  to  become  potentially
attractive  to  a  privately held company interested in becoming a publicly held
company,  without  the  costs and the time incurred in publicly distributing its
securities.  We  presently trade on the National Quotation Bureau stock exchange
("Pink  Sheets").

     On August 18, 2000, Edwin Mendlinger resigned as President, Vice-President,
Treasurer  and  Director  of the Company; Louis Birner resigned as Secretary and
Director  of  the  Company,  and  Robert  Bryan  was  appointed  as  President,
Vice-President,  Treasurer,  Secretary  and  Director  of  the  Company.

     We  currently have little revenues and own very limited assets.  We have no
viable  operations.  We  will  continue  to  seek a sale or business combination
transaction.  Because  we  have limited revenues 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  new  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, if any, a
nominal  distribution,  upon  our  Company's  liquidation  and  dissolution.

     We  can  not  predict  the  resulting  value  of  the  merger  or  business
transaction for the owners of the privately held company selected for a business
combination.  The  privately  held company selected for the business combination
may  incur  significant  expenses  and  costs  associated  with  the  business
combination  including  legal,  accounting and administrative fees and expenses.

Capital  Resources  and  Liquidity

     During  the  quarter ended March 31, 2001, the Company issued 10,000 shares
pursuant  to  a  consulting  agreement.

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

     For  the  three  month ended March 31, 2001, the Company was not active and
there  was  no  financial  activity,  as  well.


                                     PART II


ITEM  1.  LEGAL  PROCEEDINGS

     We are not aware of any material pending legal proceeding to which we are a
party  or  of  which any of our property is the subject. We are not aware of our
Company's  involvement  in  violations  of  Federal,  State or local statutes or
ordinances  with  environmental  protection.

ITEM  2.  CHANGES  IN  SECURITIES

     During  the  quarter  ended  March  31,  2001,  there  were  no  changes in
securities.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     During the quarter ended March 31, 2001, there were no defaults upon senior
securities.

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

     During the quarter ended March 31, 2001, there were no matters submitted to
a  vote  of  the  Company's  shareholders.

ITEM  5.  OTHER

Subsequent  Events.
-------------------

     On  April  30,  2001, our symbol was changed from "CNLB" to "CYLI".  During
the  first  week  of  May  2001,  the Company, which is presently trading on the
National  Quotation  Bureau stock exchange ("Pink Sheets"), has made application
to  the National Association of Securities Dealers for reinstatement to the Over
The  Counter  Bulletin  Board  stock  exchange  ("OTCBB").

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     During the quarter ended March 31, 2001, there were no reports on form 8-K.


<PAGE>

                                   SIGNATURES

     Pursuant  to  the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on  its  behalf
by  the undersigned, thereunto duly authorized this 22nd day of May,  2001.

                           CENTURY LABORATORIES, INC.


                                 /s/Robert Bryan
                                 ---------------
                           By: Robert Bryan, President