U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB


[X]   Annual  report  pursuant to section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934  for  the  fiscal  year  ended
February 28, 2001, or

[    ]      Transition report pursuant to section 13 or 15(d)  of
the  Securities  Exchange act of 1934 for the  transition  period
from    to

                  Commission File No. 000-30313

              CENTURY CONTROLS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)

             Utah                           41-1294552
(State or other jurisdiction of    (IRS Employer Identification
incorporation or organization)                 No.)


      3140 Neil Armstrong Blvd, Suite 226, Eagan, MN 55121
            (Address of principal executive offices)

Issuer's Telephone Number:  (651) 454-0323

Securities registered under Section 12(b) of the Act:  None

Securities  registered under Section 12(g) of  the  Act:   Common
Stock, Par Value $0.004

Check  whether  the issuer (1) filed all reports required  to  be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer 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 in this form, and no  disclosure
will  be  contained,  to the best of 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.  [X]

The  Registrant's  revenues (consisting only of interest  income)
for its most recent fiscal year:  $515,381.

The   aggregate  market  value  of  voting  stock  held  by  non-
affiliates:   As  of the date this report is filed  there  is  no
public  market  for  the  common stock  of  the  issuer,  so  the
aggregate market value of such stock is $0.

As of February 28, 2001, the Registrant had outstanding 4,263,635
shares of common stock, par value $0.004.

Documents incorporated by reference:  None.
<PAGE>

                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                             Page

Part I

1.   Description of Business                                          3

2.   Description of Properties                                        6

3.   Legal Proceedings                                                6

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

Part II

5.   Market for Common Equity and Related Stockholder Matters         6

6.   Management's Discussion and Analysis of Financial Condition      7
     and Results of Operations

7.   Financial Statements                                             8

8.   Changes in and Disagreements with Accountants                    8
     on Accounting and Financial Disclosure

Part III

9.   Directors, Executive Officers, Promoters and Control             8
     Persons; Compliance with Section 16(a) of the Exchange Act

10.  Executive Compensation                                           9

11.  Security Ownership of Certain Beneficial Owners and Management  10

12.  Certain Relationships and Related Transactions                  11

13.  Exhibits and Reports on Form 8-K                                11

Signatures                                                           12

                                2
<PAGE>

                FORWARD-LOOKING STATEMENT NOTICE

     When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors.  Such factors are
discussed under the headings "Item 1.  Description of Business,"
and "Item 6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also include general
economic factors and conditions that may directly or indirectly
impact the Company's financial condition or results of
operations.

                             PART I

                ITEM 1.  DESCRIPTION OF BUSINESS
General

     Century Controls International, Inc., ("Century" or
"Company") is a publicly held Utah corporation, which, through
its subsidiary Century Controls, Inc. develops and markets a
proprietary line of microprocessor based boiler control products.
It has been actively engaged in this business for over the past
eight years.

     Excessive energy consumption and pollution control are
recognized as significant problems to be addressed now and in the
future.  More than a half a dozen states and Canada have already
mandated installation of "BACT" (Best Available Control
Technology) on tens of thousands of boilers.  Governmental
consortia including the Southern California Air Quality District
and NESCAUM (Northeast States for Coordinated Air Use Management)
are also mandating emission standards for boilers.  Companies,
like Century, which offer products addressing this problem expect
to see expanding markets for their products with increasing
environmental consciousness and government regulation.

     Century develops and markets oxygen control, boiler loading
control, multiple boiler control, and air compressor control
systems used in industrial and commercial applications.  Excess
air in the boiler's combustion chamber causes excess fuel
consumption, excessive stack exit temperatures, and increased
stack emissions.  High firing rates in uncontrolled start up or
increased temperature set points causes excess fuel consumption
and unnecessary wear on boiler systems.  Inefficient sequencing
of multiple boiler systems causes excess fuel consumption,
increased stack emissions, and unnecessary wear on boiler
systems.  Inefficient sequencing of air compressors, each loading
and unloading uncoordinated, wastes energy.  Century's control
systems are designed to resolve these problems so that boiler
systems operate at high efficiency, which results in lower energy
consumption, lower nitrogen oxide emissions, less wear on boiler
systems, and significant savings on fuel costs and system
repairs.

Products

     Century offers products suitable for a wide variety of
boiler system configurations.  The following is a list of
products and uses.

        Product                            Use

CC-100                    Oxygen control system

                          3
<PAGE>

CC-200                    Oxygen control system

CC-150                    Firing rate control system

CC-300                    Oxygen control system for up to four
                          boilers

CC-600                    Firing sequence control for of up to
                          four boilers

CC-700                    Oxygen and firing sequence control
                          for up to four boilers

CC-2000                   Process Controller

CC-6000                   Compressor sequence control for up
                          to 12 compressors


     The newly designed air compressor Sequencer offers a new
improved method of coordinating multiple air compressors for
significant energy savings as well as protection of the
equipment.  The sequence control technology used in Century's
products is covered by a patent issued in 1992 and another issued
in 1995.  Century believes this patented technology has
applications in other areas, such as air conditioning and power
generators, which may be developed by Century or licensed to
other companies.

     Century believes its products contain features that cannot
be found in its competitors' products, such as the ability to
control a multiple boiler system with a single control unit.
Accordingly, prices for Century's products represent the added
value inherent in the design and operation of the products.
Prices to end users for single boiler systems range from $5,500
to $15,000, and prices for the higher-end multiple boiler systems
range from $15,000 to $60,000.

     Century purchases the components for its products from third
party suppliers, and assembles and tests its finished products at
its UL approved facility.  Products are only assembled and
shipped against purchase orders.  Century's practice is to
maintain an inventory of component parts necessary to satisfy
three months of projected product purchases.  Various extra
components are in stock due to blanket orders for better pricing.
There is no single supplier from which Century purchases more
then 10% of its product components.  There is no component part
that Century cannot obtain from sources other than current
suppliers.

     Research and development is company-sponsored.  Development
projects currently in progress are focusing on varying and
modifying controls to fit other applications such as
refrigeration compressor sequencing and small OEM controls.
Research and development is expected to cost approximately $5,000
to $10,000 in 2001.

Marketing

     Century's marketing effort focuses on the operational
qualities of its products, compliance with applicable
environmental standards imposed by government regulation, and
lower costs of fuel consumption and boiler system repairs that
will pay for the Century product in a relatively short period of
time and then represent real savings to the end user.

     Century currently employs one salesperson who markets its
products directly to end users.  Century generates product
brochures for distribution to its independent sales
representatives, boiler system contractors, industrial and
commercial boiler system users, and compressor distributors.
Century

                                4
<PAGE>

also advertises in trade publications and uses its sales person
to respond to prospective customers that respond to the
advertisements.

     Century markets its products directly to boiler system
manufacturers, who sell Century's products as an add-on to boiler
systems sold to end users.  Century currently has sales
agreements with two boiler manufacturers, who accounted for
approximately 4% of total boiler system sales in the United
States in 1998.

     Century has distribution agreements with approximately 18
independent distributors located in the United States.  Of the
distributors, 16 purchase products directly from Century for
resale to end users.  The remaining distributors forward purchase
orders to Century made by the end user, so that the sale is made
by Century and a commission is paid to the distributor.

     Product sales are not seasonal.  The months of highest and
lowest sales vary from year to year.

     To support and service end users, Century furnishes a
technician for start-up and operator training on each system
sold, which is billed as a separate cost in addition to the cost
of the system.  Plant personnel are trained to handle minor
service problems over the phone.  Century employs one technician
to perform extensive repair services as required.  Century's
independent distributors also employ their own technicians who
perform repair services.

     Century's warranty on its products covers all material and
workmanship for a one-year period from start-up date.

     One independent distributor, Energy Products Company, was
responsible for 13% of Century's total sales in fiscal year 2001.
Century expects this distributor to account for more than 8% of
total sales in fiscal year 2002.

Competition

     Principal competitors are Rosemount Engineering, Preferred
Instruments, and Heat Timer, all of which offer boiler control
products at prices lower than Century's products.  Century
competes with these companies on the basis of the features it
offers in its products.  Management believes this approach will
be successful in the future because consulting engineers are
starting to specify Century's products for systems they design
for end users.

Government Regulation

     There is no meaningful government regulation of Century's
products or business.

Employees

     As of February 28, 2001, Century had six employees, none of
whom are represented by labor unions.  Management considers its
relations with its employees to be good.

                                5
<PAGE>

               ITEM 2.  DESCRIPTION OF PROPERTIES

     The plant and office facilities of Century consist of
approximately 1,380 square feet of space in a single building
located at 3140 Neil Armstrong Blvd, Suite 226 in Eagan,
Minnesota.  The facilities are leased at a monthly rate of
$821.37, under a lease that expires in June 2003.  Management
believes that the office space is adequate for Century's
anticipated needs for at least the next 12 months.

                   ITEM 3.  LEGAL PROCEEDINGS

     Century is not a party to any material pending legal
proceedings, and to the best of its knowledge, no such
proceedings by or against Century have been threatened.

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

     No matter was submitted to a vote of security holders in the
fiscal quarter ended February 28, 2001.

                            PART III

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The common stock of Century trades sporadically in the over-
the-counter market.  The following table sets forth for the
respective periods indicated the prices of the common stock in
the over-the-counter market, as reported and summarized on the
OTC Bulletin Board for the year ended February 29, 2000.  Such
prices are based on inter-dealer bid and asked prices, without
markup, markdown, commissions, or adjustments and may not
represent actual transactions.  During the year ended February
28, 2001, there were no published inter-dealer bid prices for
Century's common stock and no meaningful trading activity.  As a
result, no prices are included for fiscal year 2001.

Calendar Quarter Ended     High Bid ($)           Low Bid ($)

February 28, 2000           $0.00                  $0.00
November 30, 1999           $0.125                 $0.125
August 31, 1999             $0.21875               $0.125
May 31, 1999                $0.1875                $0.1875

     At February 28, 2001, there were approximately 220 holders
of record of the common stock.

     Since its inception, no dividends have been paid on the
common stock.  Century intends to retain any earnings for use in
its business activities, so it is not expected that any dividends
on the common stock will be declared and paid in the foreseeable
future.

Recent Sales of Unregistered Securities

      In July 2000, Century obtained a bridge loan for $100,000
under a convertible debenture bearing interest at the rate of 12%
per annum that is due July 1, 2002.  The convertible debenture
may be converted at the election of the holder to common stock of
the Company at the rate of one share for $0.25 of principal
amount of the debenture.  In connection with the financing, the
lender received 200,000 shares of common stock of the Company and
a warrant to purchase 400,000 of common stock at $0.25 per share,
which is exercisable for a term of four years.  The investor is
Michael Baghdoian, a principal stockholder of the Company, who
has a pre-existing relationship with the Company and access to
all

                                6
<PAGE>

material information pertaining to the Company and its financial
condition.  Protective Group Securities acted as the sales agent,
and received a 13% commission in the transaction.  The debenture
was issued in a private transaction, without registration, in
reliance on the exemption provided by Section 4(2) of the
Securities Act.

     In January 2001, the Company sold 200,000 shares of common
stock at $0.25 per share for a total of $50,000 to Michael
Baghdoian.  The shares were issued in a private transaction that
did not involve any public solicitation and without registration
in reliance on the exemption provided by Section 4(2) of the 1933
Securities Act.  Commissions and a non-accountable expense
allowance totaling $6,500 were paid in connection with the
transaction.

          ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Century develops and markets oxygen control, boiler loading
control, multiple boiler control, and air compressor control
systems used in industrial and commercial applications.
Century's control systems are designed to resolve common problems
such as excess fuel consumption, excessive stack exit
temperatures and increased stack emissions.  With the
introduction of Century's control systems, boilers operate at
high efficiency, which result in lower energy consumption, lower
nitrogen oxide emissions, less wear on boiler systems and
significant savings on fuel costs and system repairs.

     Over the past several years, Century's boiler control
systems have become more widely implemented into various key
markets around the country.  As the number of Century's products
has increased, a growing interest has occurred among consulting
engineers.  This escalating interest in turn, has resulted in a
growing number of engineering specifications written around
Century's products, which has provided Century with an increase
in sales. Additionally, Century's air compressor sequence
controller has been operating in Sara Lee Hosiery, a Fortune 500
Company plant, with outstanding results and a positive return on
investment.  Due to this increased interest and positive feedback
within the industry, Century is able to claim its product
performance as superior in the industry.

     Century's goal is to increase industry acceptance and
increase sales significantly by concentrating more heavily in
sales and marketing. Century's strategy for achieving this goal
is to obtain highly qualified marketing individuals to increase
Century's sales and increase its advertising in various trade
magazines, emphasizing Century's newest product, the air
compressor sequencer.  Additionally, Century anticipates further
product development in its communications software, allowing
Century's systems to interface with various energy management
systems and minor hardware design modifications which will allow
Century to produce a slightly lower cost OEM (original equipment
manufacturer) control, that can be marketed as a part of the
initial sale of the various boilers.

Results of Operations, Fiscal Years Ended February 28, 2001 and
February 29, 2000

      Century Controls International, Inc. ("Century") had net
sales of $515,381 and $494,234 for the fiscal years ended
February 28, 2001 and February 29, 2000, respectively; which
represents a 4% increase.  This slight increase is primarily the
result of increased marketing efforts.  One customer accounted
for 12.7% of Century's sales in 2001 and three customers
accounted for 33.7% of Century's sales in 2000.  Management
believes that the net sales in fiscal year 2000 are consistent
with historic levels.

     Cost of net sales for the fiscal year ended February 28,
2001 and February 29, 2000 were $161,136 and $216,050,
respectively.  Such costs, as a percentage of net sales for these
periods were 33%

                                7
<PAGE>

and 44%, respectively.  This 11% decrease is primarily due to a
shift in the type of product sold and better pricing from
suppliers.

     Operating expenses for the fiscal year ended February 28,
2001 and February 29, 2000 were $413,241 and $354,639,
respectively.  This represents a 17% increase from 2000.  The
high cost of operating expenses is attributable to increased
commissions to independent distributors.

     Interest expense for the fiscal year ended February 28, 2001
and February 29, 2000 was $21,661 and $12,000, respectively.
This 81% increase from 2000 is primarily attributable to a
$100,000 bridge loan from Michael Baghdoian (a principal
stockholder of the Company) that bears interest of 12% per annum
and is due July 1, 2002.  In addition, Century had inventory
valuation allowances for the fiscal years ended February 28, 2001
and February 29, 2000 of $20,000 and $60,000, respectively.

     Due to the foregoing, Century experienced a net loss of
$108,157 and $148,555 for the years ended February 28, 2001, and
February 29, 2000, respectively.

Liquidity and Capital Resources

     At February 28, 2001, Century had a working capital deficit
of $51,276 as compared to a working capital deficit of $102,525
at February 29, 2000.  Century's ability to continue in existence
is dependent upon obtaining adequate financing and profitable
operations.  Management is expanding its product line with a new
low cost microprocessor controller for smaller boilers and a
sequencer program for air compressors, which are expected to
generate additional profitable sales.  However, the ability of
Century to bring its products to market will be hampered as long
as Century does not have the working capital necessary to pursue
more aggressive marketing.  The Company is presently seeking
additional equity financing to fund future operations.  Century
has not identified any sources of debt or equity financing and
cannot predict whether any such financing will be available to
Century on terms acceptable to Century.

                  ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.

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

     There have been no changes in or disagreements with
accountants in the past three years.

                            PART III

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

Directors and Officers

     The following table sets forth the names, ages, and
positions with Century for each of the directors and officers.

                                8
<PAGE>


Name              Age  Positions (1)                        Since

Leo Christiansen  70   Chairman of the Board and             1990
                       President

David Brown       58   Senior Research & Development         1990
                       Engineer, and Director

James W. Sampair  69   Director & Secretary                  1990

J. Clinton Shaver 69  Director                               1990

     All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualify.
Officers serve at the discretion of the Board of Directors.

     The following is information on the business experience of
each director and officer.

     Leo Christiansen.  Mr. Christiansen has served as President
and Chairman of the Board of Directors of Century for the past
nine years.

     David Brown.  Mr. Brown has served as Senior Research &
Development Engineer, Electronic hardware designer and a Director
of Century for the past nine years.

     James W. Sampair.  Mr. Sampair was the President of Arena
Contractors & Equipment Co., a contracting company of St. Paul,
Minnesota, from 1993 until October 1996, when he retired.

     J. Clinton Shaver.  Mr. Shaver has served for over the past
five years as the Chief Executive Officer of Atlantis, Intl., of
Long Lake, Minnesota, a company engaged in the business of
inventory closeouts for retail and wholesale businesses.

                ITEM 10.  EXECUTIVE COMPENSATION

Annual Compensation

     The following table sets forth certain information regarding
the annual and long-term compensation for services in all
capacities to Century for fiscal years ended February 28, 2001,
February 29, 2000 and February 28, 1999 of those persons who were
either (i) the chief executive officer during the last completed
fiscal year or (ii) one of the other four most highly compensated
executive officers of the end of the last completed fiscal year
whose annual salary and bonuses exceeded $100,000


Name and Principal Position             Annual Compensation
                                       _____________________


                         Year              Salary ($)

Leo Christiansen         2001                $59,800
 Chairman and President  2000                $59,800
                         1999                $59,800


     Century has no other arrangement for compensating any of its
executive officers.

                                9
<PAGE>

Warrants

     David Brown, a director and employee of Century, holds a
warrant to purchase 34,000 shares of Century's common stock at a
price of $0.18 per share, which expires February 19, 2003.  The
warrant was issued in consideration of the services rendered by
Mr. Brown to Century.

     In May 2000, Century issued to each of then directors, James
W. Sampair, Craig Laughlin, Bruce Senske, and J. Clinton Shaver,
warrants to purchase 10,000 shares of common stock at an exercise
price of $0.25 per share, which expire May 22, 2003.  The
warrants were issued in consideration of their services as
directors.

             ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
                BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of February 28, 2001, the
number and percentage of the 4,263,635 shares of outstanding
common stock, which, according to the information supplied to
Century, were beneficially owned by (i) each person who is
currently a director, (ii) each executive officer, (iii) all
current directors and executive officers as a group and (iv) each
person, other than an officer or director, who to the knowledge
of Century is the beneficial owner of more than 5% of the
outstanding common stock.  Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.

                                Common                Percent
                                Shares    Options     of Class
                                            (1)         (2)

Principal Stockholders
Dr. Michael Baghdoian (3)      526,000    800,000      26.19%
13479 Northline
Southgate, MI 48195

Officers and Directors
Leo Christiansen               816,583       0         19.15%
731 Mohican Court
Mendota Heights, MN 55120

David Brown                    131,250     34,000       3.85%
PO Box 197
Goodridge, MN 56725

James W. Sampair                90,000     10,000       2.34%
2067 W. Lakeview Blvd., #D-9
North Fort Meyers, FL 33903

J. Clinton Shaver              152,450     10,000       3.80%
6601 Beach Road
Eden Prairie, MN 55346
                                  10

<PAGE>

All Executive officers and    1,190,283    54,000      28.82%
 Directors as a Group (4 persons)

(1)  These figures represent options that are vested or will vest
     within 60 days from the date as of which information is
     presented in the table.

(2)  These figures represent the percentage of ownership of the
     named individuals assuming each of them alone has exercised
     his options, and percentage ownership of all officers and
     directors as a group assuming all purchase rights held by
     such individuals are exercised.

(3)  Dr. Baghdoian's total options consist of a warrant to
     purchase 400,000 shares of common stock issued as
     consideration for Dr. Baghdoian's $100,000 bridge loan to
     the Company, which loan is represented by a debenture that
     may be converted into common stock at the rate of one share
     for $0.25 of principal amount of the debenture or a total of
     400,000 shares.

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In July 2000, Century issued a convertible debenture to
Michael Baghdoian, a principal stockholder of the Company, in
exchange for a $100,000 bridge loan.  The debenture bears
interest at the rate of 12% per annum and is due July 1, 2002.
The convertible debenture may be converted to common stock of the
Company at the rate of one share for $0.25 of principal amount of
the debenture.  In connection with the financing, the Mr.
Baghdoian received 200,000 shares of common stock of the Company
and a warrant to purchase 400,000 shares of common stock at $0.25
per share, exercisable for a term of four years.

     In May 2000, Century issued to each of then directors, James
W. Sampair, Craig Laughlin, Bruce Senske, and J. Clinton Shaver,
warrants to purchase 10,000 shares of common stock at an exercise
price of $0.25 per share, which expire May 22, 2003.  The
warrants were issued in consideration of their services as
directors.

           ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Form 8-K Filings

     No reports on Form 8-K were filed in the last fiscal quarter
of the year ended February 28, 2001.

Exhibits

SEC Ref. No. Title of Document                         Location
    3.1      Articles of Incorporation                   (1)
    3.2      Bylaws                                      (1)
     4       Debenture issued to Michael Baghdoian       (2)
     10      Lease for Plant and Office                  (1)

(1)  Filed on April 12, 2000 with the SEC on Form 10-SB and
incorporated herein by this reference.

(2)  Filed on October 16, 2000 with the SEC on Form 10-QSB for
the quarter ended August 31, 2000 and incorporated herein by this
reference.

                               11
<PAGE>

                           SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act
of  1934, the registrant caused this registration statement to be
signed   on   its  behalf  by  the  undersigned  thereunto   duly
authorized.

                         CENTURY CONTROLS INTERNATIONAL, INC.


Date: June 6, 2001            By:  /s/ Leo Christiansen
                              President

Date: June 15, 2001            By:  /s/ James W. Sampair
                              Secretary

     In  accordance  with  the  Exchange Act,  this  registration
statement  has been signed by the following persons on behalf  of
the registrant and in the capacities and on the dates indicated.

Dated: June 6, 2001              /s/ Leo Christiansen,
                                 Director

Dated: June 15, 2001              /s/ James W. Sampair
                                 Director

Dated: June 13, 2001              /s/ David Brown
                                 Director

Dated:                           J. Clinton Shaver
                                 Director



                               12
<PAGE>
CENTURY CONTROLS
                       INTERNATIONAL, INC.

                CONSOLIDATED FINANCIAL STATEMENTS

       YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


                       TABLE OF CONTENTS

                                                        Page

Independent Auditors' Report                            F-1


Financial Statements:

  Consolidated Balance Sheets                           F-2

  Consolidated Statements of Operations                 F-3

  Consolidated Statements of Stockholders'
    Equity (Deficit)                                    F-4

  Consolidated Statements of Cash Flows                 F-5
  Notes to Consolidated Financial Statements            F-6


                               13
<PAGE>


              Callahan, Johnston & Associates, LLC
          Certified Public Accountants and Consultants


                  INDEPENDENT AUDITORS' REPORT

To The Board of Directors
Century Controls International, Inc.
Eagan, Minnesota

We have audited the accompanying consolidated balance sheets of
Century Controls International, Inc. as of February 28, 2001 and
February 29, 2000, and the related statements of operations and,
stockholders' equity (deficit) and cash flows for the years then
ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We  conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated 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 audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Century Controls International, Inc. as of February
28, 2001 and February 29, 2000, and the results of operations and
cash flows for the years then ended in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that Century Controls International, Inc. will
continue as a going concern.  As discussed in Note 2 to the
consolidated financial statements, the Company's recurring losses
from operations and stockholders' deficit raise substantial doubt
about its ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note 2.
The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.


/s/ Callahan, Johnston & Associates, LLC

CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis, Minnesota
May 17, 2001


   7400 Lyndale Avenue South, Suite 207, Minneapolis, MN 55423
       Telephone: (612)861-0970        Fax: (612)861-5827
                Email: callahan_johnston@msn.com

                               F-1
<PAGE>


              CENTURY CONTROLS INTERNATIONAL, INC.

                   CONSOLIDATED BALANCE SHEETS



                                                    Years Ended
                                       February 28,  February 29,
                                          2001            2000

                       ASSETS

Current assets:
 Cash                                  $    5,000   $   5,513
 Accounts receivable, trade,
   net of allowance for doubtful
   accounts of $10,000 in 2001 and
   $5,000 in 2000                         125,440      31,427
 Inventories                               70,145      79,399
 Prepaid expenses                           1,827       4,430

       Total current assets               202,412     120,769


Fixed assets                               51,687      61,789
 Less accumulated depreciation             30,962      33,303

       Net fixed assets                    20,725      28,486

Other assets:
 Inventories, less valuation allowance of
   $80,000 in 2001 and $60,000 in 2000     15,000      20,000
 Deposit                                      821         821
 Patents, net of accumulated amortization
   of $6,355 in 2001 and $4,917 in 2000    23,525      27,866

       Total other assets                  39,346      48,687

       Total assets                    $  262,483  $  197,942


 The accompanying notes are an integral part of these financial
                           statements.

                               F-2
<PAGE>

              CENTURY CONTROLS INTERNATIONAL, INC.

                   CONSOLIDATED BALANCE SHEETS



Years Ended
                                             February 28, February 29,
                                                  2001       2000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
 Current portion of long-term debt          $    8,879  $   32,117
 Notes payable - stockholders                   25,100      23,000
 Accounts payable                              189,025     145,958
 Accrued expenses:
   Payroll and related                          20,190      12,253
   Warranty                                      3,000       3,000
   Interest                                      7,394       6,866
   State minimum fee                               100         100

       Total current liabilities               253,688     223,294


Long-term debt:
 Notes payable, net of current maturities       94,139      12,735

       Total liabilities                       347,827     236,029


Stockholders' equity (deficit):
 Common stock, $.004 par value, 50,000,000
   shares authorized; issued and outstanding
   4,263,635 in 2001 and 3,863,635 in 2000      17,055      15,455
 Additional paid-in capital                  1,313,699   1,254,399
 Accumulated deficit                        (1,416,098) (1,307,941)

 Total  stockholders' equity (deficit)         (85,344)    (38,087)




       Total liabilities and stockholders'
         equity (deficit)                   $  262,483  $  197,942


 The accompanying notes are an integral part of these financial
                           statements.

                               F-2a
<PAGE>



              CENTURY CONTROLS INTERNATIONAL, INC.

             CONSOLIDATED STATEMENTS OF OPERATIONS




Years Ended
                                       February 28,  February 29,
                                          2001           2000

Net sales                              $   515,381  $   494,234

Cost of sales                              169,136      216,050

        Gross profit                       346,245      278,184

Operating expenses                         413,241      354,639

        Operating loss                     (66,996)     (76,455)

Other income (expense):
  Inventory valuation allowance            (20,000)     (60,000)
  Interest expense                         (21,661)     (12,000)
  Gain on sale of fixed asset                  600            -

        Total other income (expense)       (41,061)     (72,000)

        Net loss before income taxes      (108,057)    (148,455)

Income taxes                                   100          100

        Net loss                       $  (108,157) $  (148,555)


Basic earnings per share               $      (.03) $     (.04)
  Weighted-average number of
    shares outstanding                   4,019,799   3,863,635

Diluted earnings per share             $      (.03) $     (.04)
  Weighted-average number of
    shares outstanding                   4,019,799   3,880,696


 The accompanying notes are an integral part of these financial
                           statements.

                               F-3
<PAGE>


                      CENTURY CONTROLS INTERNATIONAL, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>


                                      Common Stock      Additional
                                Number of                Paid-In    Accumulated
                                 Shares      Amount      Capital     Deficit        Total
<S>                            <C>         <C>         <C>           <C>          <C>
Balances, March 1, 1999        3,863,635   $  15,455   $ 1,254,399   $(1,146,235) $   123,619

Net loss - 2000                        -           -             -      (148,555)    (148,555)

Balances, February 29, 2000    3,863,635      15,455     1,254,399    (1,307,941)     (38,087)

July 1, 2000 common stock
  issued as part of
  convertible debt
  issuance at $.10 per
  share, less offering
  costs of $2,600                200,000         800        16,600            -        17,400


January 10, 2001 common stock
  issuance at $.25 per
  share, less offering
  costs of $6,500                200,000         800        42,700            -        43,500

Net loss - 2001                        -           -             -     (108,157)     (108,157)

                               4,263,635   $  17,055   $ 1,313,699  $(1,416,098)   $  (85,344)
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>
              CENTURY CONTROLS INTERNATIONAL, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS


Years Ended
                                               February 28,   February 29,
                                                   2001           2000
Cash flows from operating activities:
Net loss                                      $  (108,157)  $ (148,555)
  Adjustments to reconcile net loss to net
    cash flows from operating activities:
      Depreciation                                  9,669        6,196
      Amortization                                  1,439        1,621
      Allowance for doubtful accounts               5,000        4,500
    Inventory valuation allowance                  20,000       60,000
      Gain on sale of fixed asset                    (600)           -
      Imputed interest on convertible debenture     5,611            -
      Decrease (increase) in:
        Accounts receivable - trade               (99,013)      47,572
        Inventories                                (5,746)     (11,480)
        Prepaid expense                             2,603        1,377
      Other assets                                      -         (821)
    Increase (decrease) in accounts payable
      and accrued expenses                         38,017       67,543

      Net cash used by operating activities      (131,177)      27,953

Cash flows from investing activities:
  Purchase of fixed assets                         (1,909)     (6,500)
  Proceeds from sale of fixed asset                   600           -
  Incurrence of patent costs                        2,903      (1,475)

      Net cash used by investing activities         1,594      (7,975)

Cash flows from financing activities:
Proceeds from convertible debenture and
  common stock                                    150,000           -
  Offering costs                                   (9,100)          -
  Net borrowings on notes payable - stockholders    2,100           -
Payment of long-term debt                         (13,930)    (17,979)

    Net cash provided by financing activities     129,070     (17,979)

Increase (decrease) in cash                          (513)      1,999

Cash, beginning of year                             5,513       3,514

Cash, end of year                               $   5,000  $    5,513


 The accompanying notes are an integral part of these financial
                           statements.

                               F-5
<PAGE>

              CENTURY CONTROLS INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


1. Summary of Significant Accounting Policies

   Nature of Business

   The Company was incorporated March 15, 1984 under the laws of
   the State of Utah.  In July 1991 the Company changed its name
   to Century Controls International, Inc.  On July 25, 1991,
   the Company acquired, as a wholly-owned subsidiary, Century
   Controls, Inc.  Century Controls, Inc. was incorporated
   February 3, 1977 under the laws of the State of Minnesota.

   All operations are carried out through Century Controls, Inc.
   Century Controls International, Inc. acts merely as a holding
   company.

   Century Controls, Inc. develops, manufactures and markets
   proprietary lines of microprocessor-based oxygen control,
   boiler loading control, multiple boiler control, and
   compressor control systems used in industrial and commercial
   applications.

   Principles of Consolidation

   The accompanying consolidated financial statements include
   the accounts of the Company and its wholly-owned subsidiary,
   Century Controls, Inc.  All intercompany transactions and
   balances have been eliminated in consolidation.

   Comprehensive Income

   SFAS No. 130 establishes standards for the reporting and
   disclosure of comprehensive income and its components which
   will be presented in association with a company's financial
   statements.  Comprehensive income is defined as the change in
   a business enterprise's equity during a period arising from
   transactions, events or circumstances relating to non-owner
   sources, such as foreign currency translation adjustments and
   unrealized gains or losses on available-for-sale securities.
   It includes all changes in equity during a period except
   those resulting from investments by or distributions to
   owners.  For the years and periods February 28, 2001 and
   February 29, 2000, net income and comprehensive income were
   equivalent.


                           (Continued)

                               F-6
<PAGE>


              CENTURY CONTROLS INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      YEARS ENDED FEBRUARY  28, 2001 AND FEBRUARY 29, 2000

1. Summary of Significant Accounting Policies (Continued)

   Fair Value of Financial Instruments

     All of the Company's financial instruments are
     nonderivative.  A summary of the fair value of the
     Company's financial instruments and the methods and
     significant assumptions used to estimate those values is as
     follows:

     Short-Term Financial Instruments

     The fair value of short-term financial instruments,
     including cash and cash equivalents, trade accounts
     receivable and payable and certain accrued liabilities,
     approximates their carrying amounts in the financial
     statements due to the short maturity of such instruments.

     Notes Payable and Long-Term Debt

     The fair value of the variable rate term note payable
     approximates their carrying amount since the currently
     effective rates reflect market rates.  It is not
     practicable to estimate the fair value of notes payable -
     stockholders.

   Cash and Cash Equivalents

   The Company considers all highly liquid investments with a
   maturity of three months or less to be cash equivalents.

   Inventories

   Inventories are stated at the lower of cost or market,
   principally applying the first-in, first-out (FIFO) method.

   Fixed Assets

           Fixed assets are stated at cost.  Depreciation is computed
   using the straight-line method over the estimated useful
   lives of the related assets, ranging from three to seven
   years.  When assets are retired or otherwise disposed of, the
   cost and related accumulated depreciation are removed from
   the accounts and the resulting gain or loss is recognized in
   income for the period.  The cost of maintenance and repairs
   is expensed as incurred; significant renewals and betterments
   are capitalized.  Deduction is made for retirements resulting
   from renewals or betterments.

                           (Continued)

                               F-7
<PAGE>


              CENTURY CONTROLS INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


1. Summary of Significant Accounting Policies (Continued)

   Intangible Assets

   Costs incurred obtaining patents on the Company's proprietary
   products are recorded at cost and amortized over the life of
   the patents, generally 20 years.

   Long-Lived Assets

   In accordance with SFAS 121, Accounting For The Impairment Of
   Long-Lived Assets And For Long-Lived Assets To Be Disposed
   Of, the Company reviews its long-lived assets and intangibles
   related to those assets periodically to determine potential
   impairment by comparing the carrying value of the long-lived
   assets outstanding with estimated future cash flows expected
   to result from the use of the assets, including cash flows
   from disposition.  Should the sum of the expected future cash
   flows be less than the carrying value, the Company would
   recognize an impairment loss.  An impairment loss would be
   measured by comparing the amount by which the carrying value
   exceeds the fair value of the long-lived assets and
   intangibles.  Management determined that no impairment of
   long-lived assets existed at February 28, 2001 or February
   29, 2000.

   Earnings Per Share

   The Company has implemented FASB 128: Earnings Per Share.
   Accordingly, earnings per share (EPS) information for prior
   periods has been restated to conform with FASB 128.  FASB 128
   replaces the presentation of primary EPS with basic EPS.
   Basic EPS excludes dilution and is computed by dividing net
   income by the weighted-average number of common shares
   outstanding for the year.  Diluted EPS reflects the potential
   dilution from stock options and is computed using the
   treasury stock method.  Under the treasury stock method stock
   options are assumed to have been exercised at the beginning
   of the period if the average market price exceeds the
   exercise price during the period.  The computation of diluted
   EPS does not assume conversion, exercise or contingent
   issuance of securities that would have an antidilutive effect
   on earnings per share.


                           (Continued)

                               F-8
<PAGE>


                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


1. Summary of Significant Accounting Policies (Continued)

   Earnings Per Share (Continued)
                                                2001          2000

     Weighted-average shares for basic EPS   $ 4,019,799  $ 3,863,635
     Incremental shares from assumed
       exercise of options and warrants                -        17,06
1

     Adjusted weighted-average shares
       for diluted EPS                       $ 4,019,799    3,880,696

     Loss available to common stockholders   $  (108,157) $  (148,555)

   Income Taxes

   The Company has implemented FASB 109: Accounting for Income
   Taxes.  Timing differences relate to the allowance for
   doubtful accounts and assumed expenses not currently
   deductible.  The tax effects of these temporary differences
   and net operating loss carryforwards give rise to significant
   deferred tax assets.  FASB 109 requires that deferred tax
   assets be reduced by a valuation allowance if it is more
   likely than not that some portion or all of the deferred tax
   asset will not be realized (see Note 10).

   The Company and its wholly-owned subsidiary, Century
   Controls, Inc., file separate income tax returns.  All
   operating results have historically been filed under Century
   Controls, Inc.

   Concentrations and Uncertainties

      Use of Estimates

      The preparation of financial statements in conformity with
      generally accepted accounting principles requires
      management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the
      date of the financial statements and reported amounts of
      revenues and expenses during the reporting period.  Actual
      results could differ from those estimates.


                           (Continued)

                              F-9
<PAGE>


                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


1. Summary of Significant Accounting Policies (Continued)

   Concentrations and Uncertainties (Continued)

      Cash Concentrations

      The Company maintains its cash balances at one financial
      institution.  At times, the balances may exceed federally
      insured limits of $100,000.  The Company has not
      experienced any losses in such accounts and believes it is
      not exposed to any significant credit risk on its cash
      balances.

      Accounts Receivable

      Accounts receivable are unsecured.  Orders greater than
      $20,000 typically require a twenty-five percent (25%) down
      payment.  The estimated loss that management believes is
      probable is included in the allowance for doubtful
      accounts.  While the ultimate loss may differ, management
      believes that any additional loss will not have a material
      impact on the Company's financial position.  Due to
      uncertainties in the settlement process, however, it is at
      least reasonably possible that management's estimate will
      change during the next year.  That amount cannot be
      estimated.

      A receivable from a large customer totaled 36.4% of
      accounts receivable at February 29, 2000.  This receivable
      was paid subsequent to year end.

      Inventory

      As is disclosed in Note 3, $95,000 or 57.5% of inventory
      at February 28, 2001 and $80,000 or 50.2% of inventory at
      February 29, 2000 is repair and/or slow moving inventory.
      This inventory is not currently used in production.
      Repair inventory is utilized as maintenance and service is
      performed on older models of the Company's products.
      Management recorded a valuation allowance of $80,000 in
      2001 and $60,000 in 2000 against any unrecoverable
      amounts.  Due to uncertainties in the business cycle,
      however, it is at least reasonably possible that
      management's estimate will change during the next year.
      That amount cannot be estimated.


                              F-10
<PAGE>

                           (Continued)

                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


1. Summary of Significant Accounting Policies (Continued)

   Concentrations and Uncertainties (Continued)

      Major Customer

      One customer accounted for 12.7% of the Company's sales in
      2001.  Three customers accounted for 33.7% of sales in
      2000.

      Continued Existence

      The Company's recurring losses and stockholders' deficit
      raise concern over the Company's ability to continue in
      existence.  Management's plans in regards to continued
      existence are discussed in Note 2.

   Advertising

   Advertising expenses are recognized in the period incurred.
   Advertising expenses totaled $7,641 in 2001 and $3,125 in
   2000.


2. Continued Existence

   The accompanying consolidated financial statements have been
   prepared in conformity with generally accepted accounting
   principles which contemplates the continuance of the Company
   as a going concern.  The Company has experienced recurring
   operating losses and operating cash flow deficits since 1993.
   Capital raised from common stock offerings has provided the
   financial support necessary for the Company to satisfy its
   obligations.  The Company's ability to continue in existence
   is dependent upon obtaining adequate financing and achieving
   profitable operations.  The Company is presently trying to
   raise additional monies through a private placement of its
   common stock (see Note 9).  Management is also expanding its
   product line with a new low cost microprocessor controller
   for smaller boilers and a sequencer program for air
   compressors which are expected to generate additional
   profitable sales.  The Company's efforts to attain
   profitability remains uncertain; accordingly, it is not known
   whether the Company can continue to satisfy its obligations.
   The consolidated financial statements do not include any
   adjustments relating to the recoverability of recorded asset
   amounts or the amounts of liabilities that might be necessary
   should the Company be unable to continue as a going concern.

                              F-11
<PAGE>


                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


3. Inventories

   Inventories consisted of the following:

                                               2001        2000

      Current inventory:
        Raw materials and work in process   $  70,145   $  79,399

      Long-term inventory:
        Repair / slow moving inventory         95,000      80,000
        Less valuation allowance (see Note 1)  80,000      60,000
                                               15,000      20,000

                                            $  85,145   $  99,399


4. Fixed Assets

   Fixed assets consisted of the following:
                                               2001        2000

     Automobiles                          $  33,202   $  45,212
     Furniture and equipment                 18,485      16,577

                                          $  51,687   $  61,789

   Depreciation expense was $9,669 in 2001 and $6,196 in 2000.

5. Accounts Payable

   Accounts payable in the accompanying financial statements
   includes:

   *    $13,515 in 2001 and $12,116 in 2000 borrowed on credit
        cards bearing interest at 20.43% to 23.93% per annum.

   *    $58,162 in 2001 and $36,693 in 2000 borrowed from an
        employee on which the Company pays the interest on the
        employee's underlying credit card indebtedness at 12.5%
        per annum.

                              F-12
<PAGE>



                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


6. Long-Term Debt
                                                   2001      2000

   Long-term debt consisted of the following:

      Note payable - bank, payable in monthly
        installments of $1,900 including
        interest at bank rate plus 2% (11.5% at
        February 28, 2001).  Maturing July 2001.
        Secured by all corporate assets and
        subordination of notes payable -
        stockholders.                           $   5,046   $  28,657

      Note payable - bank, payable in monthly
        installments of $412 including
        interest at 10.12%, secured by
        automobile, final payment
        February 2004.                             12,361      16,195

      Convertible note payable (See Note 9)-
        stated interest of 12%, interest payable
        monthly in installments of $1,000,
        imputed interest at 25%, balloon payment
        due July 1, 2002, unsecured.               85,611          -
                                                  103,018     44,852

      Less current portion                          8,879     32,117

                                                $  94,139  $  12,735

   Maturities of long-term debt are as follows:

      Years ending February 28,

        2001                                $   8,879
        2002                                   89,460
        2003                                    4,679

                                            $ 103,018

                              F-13
<PAGE>


                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


7. Lease

   In June 1999, the Company entered into an office lease
   agreement which calls for monthly payments of $821 plus
   common area expense through August 31, 2002.  Minimum
   payments due under this lease are as follows:

      Years ended February 28:
        2002               $ 9,852
        2003               $ 4,926

   Rent expense charged to operations was $15,594 in 2001 and
   $16,755 in 2000.


8. Note Payable - Stockholders

   Activity relating to the notes payable - stockholders is as
   follows:
                                                 2001      2000

      Beginning of year                    $  23,000  $  23,000
      Borrowings                               3,100          -
      Repayments                              (1,000)         -

      End of year                          $  25,100  $  23,000

   These loans are unsecured, due on demand and bear interest at
   rates from -0-% to 10%.  Interest expense relating to these
   loans was $1,562 in 2001 and $1,796 in 2000.  Accrued
   interest was $7,322 and $5,760 at February 28, 2001 and
   February 29, 2000, respectively.

   Repayment of $17,000 of these notes payable - stockholders is
   subordinated to the note payable - bank (see Note 6).


                              F-14
<PAGE>

                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


9. Stockholders' Equity

   Convertible Note Payable:

   The convertible note payable is convertible into shares of
   the Company's common stock at $.25 per share at the option of
   the holder at any time before the notes maturity on July 1,
   2002.  The Company has the option to pay back the debenture
   early, however, the note holder has the option of
   resubmitting the funds and converting these monies into the
   Company's common stock at $.25 per share at any time through
   July 1, 2002.

   Stock Offering:

   At its March 17, 2000 Board Meeting The Company authorized
   the sale of up to 2,800,000 shares of its common stock at
   $.25 per share through a private placement.  Monies raised,
   net of offering costs, will be used to fund: marketing; the
   hiring of a sales executive; and working capital needs.  The
   Company agreed to issue warrants to a brokerage house
   assisting with this private placement to purchase one share
   of the Company's common stock for each ten shares sold in
   this offering.  The warrants will be exercisable at $.32 per
   share during a four-year period beginning one year from the
   date of sale.

   Warrants:

   Warrants to purchase 10,000 common shares at $.25 per share
   for three years were issue to four members of the Board of
   Directors as compensation for their services as directors
   (40,000 shares in aggregate).  The warrants have been
   extended to May 22, 2003.

   Warrants to purchase 108,750 shares for $.25 per share were
   issued to a business development consultant in connection
   with the August 1995 Private Placement.  Additionally,
   warrants to purchase 64,000 shares for $.25 per share were
   issued to the consultant in consideration for other services
   rendered.  The warrants have been extended to August 1, 2002.

   Warrants to purchase 34,000 shares of common stock for $.18
   per share for five years were issued to an employee.  The
   warrants are due to expire February 19, 2003.


                           (Continued)

                              F-15
<PAGE>


                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


9. Stockholders' Equity (Continued)

   Warrants: (Continued)

   Warrants to purchase 6,000 shares of common stock for $.10
   per share for three years were issued to an employee.  The
   warrants are due to expire May 22, 2003.

   Warrants to purchase 400,000 shares of common stock for $.25
   per share for two years were issued in conjunction with the
   convertible debenture.  The warrants expire July 1, 2004.

   The Company is obligated to issue a warrant to the brokerage
   house that assisted it with its private placement to purchase
   20,000 shares of the Company's common stock at $.32 per share
   and exercisable through January 10, 2006.


10.   Income Taxes

The Company and its wholly-owned subsidiary, Century Controls,
Inc., file separate income tax returns.  All operating results
have historically been filed under Century Controls, Inc.

Income taxes consisted of the following at:

                                           2001            2000

      Current:
        Federal                         $        -    $       -
        State                                    -            -
        State minimum fee                     (100)        (100)
                                              (100)        (100)
      Deferred:
        Federal                                  -            -
        State                                    -            -
                                                 -            -

      Income tax benefit (expense)       $    (100)   $    (100)


                           (Continued)

                              F-16
<PAGE>


                       INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2001


10.   Income Taxes (Continued)

   The reconciliation between expected federal income tax rates
   is as follows:
                                           2001
2000
                                 Amount   Percent      Amount    Percent

      Expected federal tax     $  36,700    34.0 %   $  50,500   34.0 %
      Surtax exemption           (11,700)  (10.8)       (9,300)  (6.3)
      State income tax, net
        of federal tax
        benefit                    3,000     2.7         2,000    1.3
      Valuation and utilization
        of deferred tax assets
        and carryforwards        (28,000)  (25.9)      (43,200) (28.9)
      State minimum fee             (100)    (.1)         (100)   (.1)

                               $    (100)    (.1)%   $    (100)   (.1)%

   Differences between accounting rules and tax laws cause
   differences between the bases of certain assets and
   liabilities for financial reporting purposes and tax
   purposes.  The tax effects of these differences, to the
   extent they are temporary, are recorded as deferred tax
   assets and liabilities under SFAS 109, and consisted of the
   following:
                                            2001       2000
      Deferred tax assets:
        Allowance for doubtful accounts   $   3,400  $   1,700
        Inventory valuation allowance        27,000     20,500
        Vacation accrual                          -        200
Intangible assets                            39,000     39,000
        Warranty accrual                      1,000      1,000
        Carryforwards                       330,000    299,000
      Gross deferred tax asset              400,400    361,400
      Valuation allowance                  (399,400)  (359,500)
      Net deferred tax asset                  1,000      1,900
      Deferred tax liability:
        Accumulated depreciation             (1,000)    (1,900)

      Net deferred tax asset (liability)  $       -  $       -


                           (Continued)

                              F-17
<PAGE>


              CENTURY CONTROLS INTERNATIONAL, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


10.   Income Taxes (Continued)

   At February 28, 2001, the Company's wholly-owned subsidiary,
   Century Controls, Inc. has carryforwards available to offset
   its future taxable income as follows:
                                                 Federal
State
                               Regular NOL  Credits         NOL

      2003                     $  16,000   $   9,200  $  48,000
      2004                        45,000        -        45,000
      2005                        31,000        -        31,000
      2006                        22,000        -        11,000
      2007                        30,000        -        12,000
      2008                       184,000        -        76,000
      2009                        95,000        -        45,000
      2010                           -          -             -
      2011                        61,000        -        30,000
      2012                       125,000        -        66,000
      2013                       106,000        -        49,000
      2014                          -           -             -
      2015                        67,000        -        61,000
      2016                        83,000        -        83,000

                               $ 865,000   $   9,200  $ 557,000


   The Company annually assesses its past earnings history and
   trends, sales backlog, budgeted sales, and expiration dates
   of carryforwards to determine which deferred tax assets are
   more likely than not to be utilized.  The valuation allowance
   is maintained on deferred tax assets which the Company has
   not determined to be more likely than not realized at this
   time.


11.   Supplemental Cash Flow Disclosures


      February 28,
                                           2001        2000

     Interest paid                      $   21,133  $    9,455

     Income taxes paid                  $      100  $      100

   Non cash activity:
      In February 2000, the Company incurred indebtedness
      totaling $16,195 towards the purchase of an automobile.

                              F-18
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