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  June  30,  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 ($0.001 par value)
as  of  the  quarter  ended  June  30,  2001,  was  1,110,650  shares.


<PAGE>


                                TABLE OF CONTENTS

PART  I


                                                                          Page
                                                                          ----

ITEM  1.  FINANCIAL  STATEMENTS                                            3

ITEM  2.  PLAN  OF  OPERATION                                              8


                                     PART  II

ITEM  1.  LEGAL  PROCEEDINGS                                               9

ITEM  2.  CHANGES  IN  SECURITIES                                          9

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES                               9

ITEM  4.  SUBMISSION  TO  A  VOTE  OF  SECURITY  HOLDERS                   9

ITEM  5.  OTHER                                                            9

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                            9

         SIGNATURES                                                       10


<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  June  30,  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-4  and  are  incorporated  herein  by this reference.


<PAGE>


<TABLE>
<CAPTION>


                                   CENTURY LABORATORIES, INC.
                                         BALANCE SHEET
                                         June 30, 2001



                                            ASSETS
<S>                                                                                      <C>
Cash                                                                               $      1,490
                                                                                    ===========


                                          LIABILITIES

Note payable to shareholder                                                        $     16,800
                                                                                    -----------
    Total Liabilities                                                                    16,800
                                                                                    -----------


                                     STOCKHOLDERS' DEFICIT

Common stock, $.001 par, 65,000,000 shares
 authorized, 1,110,650 shares issued and outstanding                                      1,111
Additional paid in capital                                                            7,563,399
Retained deficit                                                                     (7,579,820)
                                                                                     -----------
    Total Stockholders' Deficit                                                      (   15,310)
                                                                                     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $                                            1,490
                                                                                     ===========


                                                     F-1
</TABLE>


<TABLE>
<CAPTION>


                                CENTURY LABORATORIES, INC.
                                  STATEMENTS OF EXPENSES
             For the Six Months and Three Months Ended June 30, 2001 and 2000




                                                              ------Restated------
                              3 Months     6 Months     3 Months    6 Months
                                Ended        Ended       Ended       Ended
                              June 30,     June 30,     June 30,    June 30,
                                2001         2001         2000       2000
                              --------     --------     --------    --------
<S>                             <C>          <C>          <C>         <C>
Administrative expenses      $    8,917   $   18,307   $  16,007   $  19,472
                               --------     --------    --------    --------
Net loss                     $   (8,917)  $  (18,307)  $ (16,007)  $ (19,472)
                               ========    ========   ========       ========

Net (loss) per common share  $   ( .008)  $  (  .016)  $ (  .061)  $ (  .074)

Weighted average common
  shares outstanding          1,110,650    1,110,650     261,685     261,685

                                             F-2
</TABLE>


<TABLE>
<CAPTION>


                                                    CENTURY LABORATORIES, INC.
                                                     STATEMENTS OF CASH FLOWS
                                         For the Six Months Ended June 30, 2001 and 2000



                                                                              6 Months          6 Months
                                                                            Ended June 30,    Ended June 30,
                                                                                2001              2000
                                                                              --------          --------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                   $   (18,307)      $   (19,472)

CASH FLOWS FROM FINANCING ACTIVITIES
  Note payable to shareholder                                                   11,700              -
                                                                               --------          --------
NET CHANGE IN CASH                                                             ( 6,607)          (19,472)
  Cash balance, beginning                                                        8,097            22,030
                                                                               --------          --------
  Cash balance, ending                                                     $     1,490       $     2,558
                                                                               ========          ========

                                                        F-3
</TABLE>


10

                           CENTURY LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE  1  -  BASIS  OF  PRESENTATION

The accompanying unaudited interim financial statements of Century Laboratories,
Inc.  have  been  prepared  in  accordance  with  generally  accepted accounting
principles  and the rules of the Securities and Exchange Commission ("SEC"), and
should  be  read  in conjunction with the audited financial statements and notes
thereto  contained  in  the  Company's  Annual Report filed with the SEC on Form
10-KSB.  In  the  opinion  of  management, all adjustments, consisting of normal
recurring  adjustments,  necessary for a fair presentation of financial position
and  the  results  of  operations  for  the  interim periods presented have been
reflected  herein.  The  results  of  operations  for  interim  periods  are not
necessarily  indicative  of the results to be expected for the full year.  Notes
to  the  financial statements which would substantially duplicate the disclosure
contained  in  the audited financial statements for the most recent fiscal year,
2000,  as  reported  in  the  10-KSB,  have  been  omitted.

                                       F-4


<PAGE>

ITEM  2.  PLAN  OF  OPERATION

     The  following  discussion  and analysis should be read in conjunction with
the  Company's 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's 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's 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  June  30,  2001, the Company did not issue any
unregistered  shares  or  register  any  shares  of  its  common  stock.

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

     For  the  three  month  ended June 30, 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  June  30,  2001,  there  were  no  changes  in
securities.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     During  the quarter ended June 30, 2001, there were no defaults upon senior
securities.

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

     During  the quarter ended June 30, 2001, there were no matters submitted to
a  vote  of  the  Company's  shareholders.

ITEM  5.  OTHER

Change  in  Registrant's  Certifying  Accountant.
------------------------------------------------

     The  Registrant  has changed its certifying accountant from David Suss, CPA
to  Malone  &  Bailey, PLLC, 5444 Westheimer Rd., #2080, Houston, Texas 77056 on
August  15,  2001.  The report of David Suss, CPA for the past two years has not
contained  an  adverse opinion or disclaimer of opinion and was not qualified or
modified  as  to  uncertainty,  audit  scope  or  accounting  principles.  The
accounting  firm  of  David  Suss,  CPA  was  terminated  but there have been no
disagreements  on  any  matter  of accounting principles or practices, financial
statement  disclosure, or auditing scope or procedure.  During the quarter ended
June  30,  2001,  there  were  no  other  material  matters  to  report.

     Malone &  Bailey, PLLC  was  not consulted on accounting policies or on any
accounting  transaction  prior  to their engagement.  The change of auditors was
approved  by  the  Board of Directors.  The Company has not received a Letter of
Consent  from  the old auditor, David Suss, CPA and will file an 8-K pursuant to
Section  13  or  15(d) of the Securities Exchange Act 1934 upon, and if, receipt
thereof.

     The  Company  is  in  the  process of amending the Company's financial last
three  financial  filings.  Upon  completion, the Company intends to file a Form
8-K  pursuant  to  Section  13  or  15(d) of the Securities Exchange Act of 1934
reflecting  those  changes.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a) Exhibit      	Description

	 Exhibit 16.1  	Letter of Consent from David Suss, CPA


<PAGE>

                                   SIGNATURES

     Pursuant  to  the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on  its  behalf  by  the undersigned, thereunto duly authorized this 5th day of
September,  2001.


CENTURY  LABORATORIES,  INC.


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