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, 2003, 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 No.)
incorporation or organization)

             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: $655,212.

The  aggregate  market value of voting stock held by  non-affiliates as of June
9, 2003 was $274,735.

As of February 28, 2003,  the  Registrant had  outstanding  4,763,635  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              6
      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           9

12.   Certain Relationships and Related Transactions                          11

13.   Exhibits and Reports on Form 8-K                                        11

14.   Controls and Procedures                                                 12

Signatures                                                                    13



                                      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 twelve 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.  Uncoordinated  firing rates  without fine O2 control and High
Combustion  Exit  temperatures  causes  excess  fuel  consumption.   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

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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.  A patent was issued in 2002 for the new sequencer
for Multiple Air Compressors.

     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 $10,000 to
$30,000 during the coming year.

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  two sales  persons  who  market  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 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
sales are made by Century and commissions paid to the distributors.

     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.  Recently a warranty has been  implemented
for 2 years duration when startup is performed by a Century technician.

     One  independent  distributor  was  responsible  for 28% of Century's total
sales in fiscal  year 2003.  Century  expects  this  distributor  to account for
approximately 28% of total sales in fiscal year 2004.

Competition

     Principal competitors are Rosemount Engineering, Preferred Instruments, and
Heat Timer.  Heat Timer  offers  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,  2003,  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  1,100
square feet of space in a single building  located at 3140 Neil Armstrong Blvd.,
in Eagan,  Minnesota.  The  facilities are leased at a monthly rate of $863 plus
area  expenses  under a lease that expires in August 2005.  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, 2003.

                                   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.  During  the years  ended  February  28,  2003 and 2002,  there  were no
published  inter-dealer  bid prices for Century's common stock and no meaningful
trading  activity.  As a result,  there is no market price information to report
for these periods.  Beginning  March 2003, bid and asked price  information  for
Century's  common stock was quoted on the OTC Bulletin  Board.  At June 9, 2003,
the high bid and asked  prices  for the  common  stock  were  $0.06  and  $0.14,
respectively.

     At February 28, 2003, there were approximately 217 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.

                 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

                                      6

<PAGE>



industry,  Century is able to claim its product  performance  as superior in the
industry.  A new dealer in Compressor Control has increased the activity in this
area covering more than a dozen states  increasing  our  expectations  for sales
this year.

     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  (one Regional  Manager hired in August 2001) to increase  Century's
sales and increase  its  advertising  in various  trade  magazines,  emphasizing
Century's newest product, the air compressor  sequencer.  Additionally,  Century
this year has made further product developments in its communications  software,
allowing Century's systems to interface with various energy management systems.

Results of  Operations,  Fiscal  Years Ended  February 28, 2003 and February 28,
2002

     Century had net sales of $655,212  and  $520,264 for the fiscal years ended
February 28, 2003 and February 28, 2002, respectively;  which represents a 25.9%
increase.  This increase is primarily the result of increased marketing efforts.
One customer  accounted for 28% of Century's  sales in 2003 and 15% of Century's
sales in 2002.  Management  believes  that the net sales in fiscal year 2003 are
consistent with historic levels.

     Cost of net sales for the fiscal years ended February 28, 2003 and February
28, 2002 were $200,218 and $170,548,  respectively.  Such costs, as a percentage
of net sales for these periods were 31% and 33%, respectively.

     Operating expenses for the fiscal year ended February 28, 2003 and February
28, 2002 were  $491,583  and  $461,735,  respectively.  This  represents  a 6.5%
increase from 2002. The high cost of operating  expenses is  attributable to the
hiring of additional sales staff.

     Interest  expense for the fiscal year ended  February 28, 2003 and February
28, 2002 was $29,535 and $51,014,  respectively.  This 42% decrease from 2002 is
primarily  attributable  to lower interest rates on credit card  borrowings.  In
addition,  Century had inventory valuation allowances for the fiscal years ended
February 28, 2003 and February 28, 2002 of $9,000 and $26,000, respectively.

     Due to the  foregoing,  Century  experienced  a net  loss  of  $75,425  and
$199,133  for the  years  ended  February  28,  2003,  and  February  28,  2002,
respectively.

Liquidity and Capital Resources

     At February 28, 2003,  Century had a working capital deficit of $381,546 as
compared to a working capital deficit of $316,501 at February 28, 2002. The loan
from  Michael  Baghdoian  in the amount of $100,000  came due July 1, 2002,  and
Century  lacks the capital  necessary to repay this loan.  Century is paying the
monthly  interest  on  this  loan  and is in  negotiations  with  Mr.  Baghdoian
regarding an  extension,  but no agreement  for  extending the loan has yet been
reached.   These  factors  and  Century's  history  of  recurring  losses  raise
substantial doubt about its ability to continue as a going concern.

     An employee and stockholder of Century, Howard Worden, incurred expenses on
Century's  behalf.  Century has not had the monies  necessary to  reimburse  Mr.
Worden for these  advances.  At February  28, 2003  Century was  indebted to Mr.
Worden for reimbursable  expenses totaling $80,946. At February 28, 2002 Century
was indebted to Mr. Worden for reimbursable  expenses totaling $59,680.  Century
does pay  interest  on a credit  card of Mr.  Worden's  underlying  some of this
obligation.


                                       7

<PAGE>



     Century's president,  director and principal stockholder,  Leo Christensen,
has also incurred expenses on Century's  behalf.  Century has not had the monies
necessary to reimburse Mr. Christiansen for these advances. At February 28, 2003
Century was indebted to Mr.  Christiansen  for  reimbursable  expenses  totaling
$33,328.  At February  28, 2002  Century was  indebted to Mr.  Christiansen  for
reimbursable  expenses  totaling  $38,679.  Mr.  Christiansen  also deferred his
salary  for all but one pay period of fiscal  year 2003 and some of fiscal  year
2002. At February 28, 2003 Century was indebted to Mr.  Christiansen for accrued
salary  totaling  $80,500.  At  February  28, 2002  Century was  indebted to Mr.
Christiansen  for accrued salary  totaling  $27,600.  Mr.  Christiansen  further
advanced Century $36,000 in fiscal year 2003 to help meet cash flow needs.  This
brought the notes  payable to Mr.  Christiansen  to $45,700 at February 28, 2003
compared to $9,700 at February 28, 2002.

     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  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 or debt 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 15.

           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.


Name             Age   Positions (1)                                       Since

Leo Christiansen  72   Chairman of the Board and President                  1990

David Brown       59   Senior Research & Development Engineer, and Director 1990

James W. Sampair  70   Director & Secretary                                 1990

J. Clinton Shaver 70   Director                                             1990

                                       8
<PAGE>


     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 twelve 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, 2003,  2002 and 2001 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                  2003                    $55,200
  Chairman and President          2002                    $59,800
                                  2001                    $59,800

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.
The warrant was scheduled to expire  February 19, 2003, but has been extended to
February  19,  2006.  The warrant was issued in  consideration  of the  services
rendered by Mr. Brown to Century.

     In May 2000,  Century  issued to James W.  Sampair and J.  Clinton  Shaver,
warrants to purchase 10,000 shares of common stock at an exercise price of $0.25
per share. The warrants were scheduled to expire May 22, 2003, but were extended
to May 22, 2006. The warrants were issued in  consideration of their services as
directors.

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

                                      9

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                    ITEM 11. SECURITY OWNERSHIP OF CERTAIN
                       BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth as of February  28,  2003,  the number and
percentage of the 4,763,635 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 (1)    of Class (2)

Principal Stockholders

Dr. Michael Baghdoian (3)                526,000       800,000          23.8
13479 Northline
Southgate, MI 48195

Officers and Directors

Leo Christiansen                        1,116,583         0             23.4
731 Mohican Court
Mendota Heights, MN 55120

David Brown                              131,250        34,000          3.4
PO Box 197
Goodridge, MN 56725

James W. Sampair                          90,000        10,000          2.1
2067 W. Lakeview Blvd., #D-9
North Fort Meyers, FL 33903

J. Clinton Shaver                        152,450        10,000          3.4
6601 Beach Road
Eden Prairie, MN 55346

All Executive officers and              1,490,283       54,000          32.1
  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.


                                       10
<PAGE>



(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

     Century's president,  director and principal stockholder,  Leo Christensen,
has  incurred  expenses  on  Century's  behalf.  Century  has not had the monies
necessary to reimburse Mr. Christiansen for these advances. At February 28, 2003
Century was indebted to Mr.  Christiansen  for  reimbursable  expenses  totaling
$33,328.  At February  28, 2002  Century was  indebted to Mr.  Christiansen  for
reimbursable  expenses  totaling  $38,679.  Mr.  Christiansen  also deferred his
salary  for all but one pay period of fiscal  year 2003 and some of fiscal  year
2002. At February 28, 2003 Century was indebted to Mr.  Christiansen for accrued
salary  totaling  $80,500.  At  February  28, 2002  Century was  indebted to Mr.
Christiansen  for accrued salary  totaling  $27,600.  Mr.  Christiansen  further
advanced Century $36,000 in fiscal year 2003 to help meet cash flow needs.  This
brought the notes  payable to Mr.  Christiansen  to $45,700 at February 28, 2003
compared to $9,700 at February 28, 2002.

     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 came 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.  Century  is
paying  the  monthly  interest  on this  loan  and is in  negotiations  with Mr.
Baghdoian  regarding an  extension,  but no agreement for extending the loan has
yet been reached.

                  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, 2003.

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)
     99.1      Certification Under Section 906 of the Sarbanes-Oxley
               Act of 2002                                           This Filing

(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>



                       ITEM 14. CONTROLS AND PROCEDURES

     With the participation of management, the chief executive officer and chief
financial officer of Century evaluated its disclosure controls and procedures as
of a date  within 90 days prior to the date of filing of this  annual  report on
Form  10-KSB  with  the  Securities  and  Exchange  Commission.  Based  on  this
evaluation,  the  chief  executive  officer  and  the  chief  financial  officer
concluded  that  the  disclosure   controls  and  procedures  are  effective  in
connection with Viral  Genetics'  filing of its annual report on Form 10-KSB for
the year ended February 28, 2003.

     Subsequent to the date as of which the evaluation was made through the date
of this filing of Form 10-KSB for the year ended  February 28, 2003,  there have
been no significant  changes in Century's  internal controls or in other factors
that could  significantly  affect  these  controls,  including  any  significant
deficiencies  or material  weaknesses  of internal  controls  that would require
corrective action.


                                      12

<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 12, 2003                 By: /s/ Leo Christiansen
                                        Chief Executive and Financial Officer


     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.



Date: June 12, 2003                    /s/ Leo Christiansen, Director


Date: June 12, 2003                    /s/ James W. Sampair, Director


Date: June 12, 2003                    /s/ David Brown, Director


Date: June 12, 2003                    /s/ J. Clinton Shaver, Director



                                      13

<PAGE>



       CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Leo Christiansen, certify that:

1.   I have  reviewed  this  annual  report on Form  10-KSB of Century  Controls
     International, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: June 12, 2003                 By: /s/ Leo Christiansen
                                        Chief Executive and Financial Officer

                                      14

<PAGE>



                              CENTURY CONTROLS
                             INTERNATIONAL, INC.

                      CONSOLIDATED FINANCIAL STATEMENTS

             YEARS ENDED FEBRUARY 28, 2003 AND FEBRUARY 28, 2002


                               TABLE OF CONTENTS

                                                                            Page

Independent Auditors' Report..................................................16


Financial Statements:

  Consolidated Balance Sheets.................................................17

  Consolidated Statements of Operations.......................................19

  Consolidated Statements of Stockholders'
    Equity (Deficit)..........................................................20

  Consolidated Statements of Cash Flows.......................................21

  Notes to Consolidated Financial Statements..................................22




                                      15

<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, 2003 and 2002, 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 auditing standards generally accepted
in the  United  States of  America.  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,  2003 and 2002,  and the  results  of
operations and cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

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 20, 2003


          7400 Lyndale Avenue South, Suite 140, Richfield, MN 55423
                 Telephone: (612)861-8970 Fax: (612)861-5827
                          Email: cjacallahan@qwest.net

                                      16

<PAGE>



                      CENTURY CONTROLS INTERNATIONAL, INC.

                          CONSOLIDATED BALANCE SHEETS


                                                           February 28,
                                                      2003              2002
                                                   ----------        ---------

                       ASSETS
                      -------
Current assets:
   Cash                                            $     -           $     -
   Accounts receivable, trade,
     net of allowance for doubtful
     accounts of $10,000 in 2003 and
     $8,000 in 2002                                  223,432            59,887
   Inventories                                        53,134            49,786
   Prepaid expenses                                    2,415               726
                                                   ---------         ---------

         Total current assets                        278,981           110,399
                                                   ---------         ---------


Fixed assets                                          53,833            51,687
   Less accumulated depreciation                      42,226            36,836
                                                   ---------         ---------

         Net fixed assets                             11,607            14,851
                                                   ---------         ---------


Other assets:
   Inventories, less valuation allowance of
     $115,000 in 2003 and $106,000 in 2002               -              9,000
   Deposit                                               -                821
   Patents, net                                       10,537           12,031
                                                   ---------         --------

         Total other assets                           10,537           21,852
                                                   ---------         --------








         Total assets                             $  301,125        $ 147,102
                                                  ==========        =========


                                       17

<PAGE>








                                                           February 28,
                                                      2003              2002
                                                   ----------        ---------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
---------------------------------------------

Current liabilities:
   Current portion of long-term debt               $  104,289        $  99,544
   Notes payable - stockholders                        73,100           25,100
   Bank overdraft                                       3,988            3,560
   Accounts payable                                   171,167          117,877
   Accrued expenses:
     Payroll and related                              179,603           69,445
     Warranty                                           3,000            3,000
     Interest                                          10,806            9,914
     State minimum fee                                    300              100
     Reimburseable expenses - stockholders            114,274           98,360
                                                   ----------        ---------

         Total current liabilities                    660,527          426,900


Long-term debt:
   Notes payable, net of current maturities              -               4,679
                                                   ----------        ---------

         Total liabilities                            660,527          431,579
                                                   ----------        ---------


Stockholders' equity (deficit):
   Common stock, $.004 par value, 50,000,000
     shares authorized; issued and
     outstanding 4,763,635 in 2003 and
     4,263,635 in 2002                                 17,555           17,055
   Additional paid-in capital                       1,313,699        1,313,699
   Accumulated deficit                             (1,690,656)      (1,615,231)
                                                   ----------       ----------

         Total stockholders' equity (deficit)        (359,402)        (284,477)
                                                   ----------      -----------



         Total liabilities and
           stockholders' equity (deficit)          $  301,125        $ 147,102
                                                   ==========        =========



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


                                       18

<PAGE>



                     CENTURY CONTROLS INTERNATIONAL, INC.

                   CONSOLIDATED STATEMENTS OF OPERATIONS AND
                              ACCUMULATED DEFICIT


                                                   Years Ended February 28,
                                                     2003           2002
                                                  ----------     ----------

Net sales                                         $  655,212     $  520,264

Cost of sales                                        200,218        170,548
                                                  ----------     ----------

         Gross profit                                454,994        349,716

Operating expenses                                   491,583        461,735
                                                  ----------     ----------

         Operating loss                              (36,589)      (112,019)
                                                  ----------     ----------

Other expenses:
   Inventory valuation allowance                      (9,000)       (26,000)
   Patent valuation allowance                          -            (10,000)
   Interest expense                                  (29,536)       (51,014)
                                                  ----------     ----------

         Total other income (expense)                (38,536)       (87,014)
                                                  ----------     ----------

         Net loss before income taxes                (75,125)      (199,033)

Income taxes                                             300            100
                                                  ----------     ----------

         Net loss                                 $  (75,425)    $ (199,133)
                                                  ==========     ==========

Basic earnings per share                          $     (.02)    $     (.05)
                                                  ==========     ==========
   Weighted-average number of
     shares outstanding                            4,587,745      4,263,635
                                                  ==========     ==========

Diluted earnings per share                        $     (.02)    $     (.05)
                                                  ==========     ==========
   Weighted-average number of
     shares outstanding                            4,587,745      4,263,635
                                                  ==========     ==========



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


                                       19

<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, 2001           4,263,635   $  17,055     $1,313,699    $(1,416,098)     $ (85,344)

Net loss - 2002                       -           -              -           (199,133)      (199,133)
                                  ---------   ---------     -----------   ------------     ---------

Balances, February 28, 2002       4,263,635      17,055      1,313,699     (1,615,231)      (284,477)

June 1, 2002 common stock
  issuance at $.001 per share      200,000          200          -             -                 200

July 30, 2002 common stock
  issuance at $.001 per
  share for services               300,000          300          -             -                 300

Net loss - 2003                       -           -              -            (75,425)       (75,425)
                                 ---------    ---------      ----------    -----------     ---------

Balances, February 28, 2003      4,763,635    $  17,555      $1,313,699    $(1,690,656)    $(359,402)
                                 =========    =========      ==========    ===========     =========
</TABLE>




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


                                       20

<PAGE>



                     CENTURY CONTROLS INTERNATIONAL, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                   Years Ended February 28,
                                                     2003              2002
                                                  ----------        ------------
Cash flows from operating activities:
  Net loss                                        $  (75,425)        $ (199,133)
  Adjustments to reconcile net loss to net cash
    flows from operating activities:
      Depreciation                                     5,390              5,874
      Amortization                                     1,494              1,494
      Allowance for doubtful accounts                  2,000             (2,000)
      Asset valuation allowances                       9,000             36,000
      Gain on sale of fixed asset                       -                  -
      Imputed interest on convertible debenture        5,012              9,378
      Issuance of common stock for services              300               -
      Decrease (increase) in:
        Accounts receivable - trade                 (163,545)            67,553
        Inventories                                   (3,348)               359
        Prepaid expense                               (1,689)             1,101
        Deposit                                          821               -
      Increase (decrease) in:
        Bank overdraft                                   428              3,560
        Accounts payable and accrued expenses        178,454             78,987
                                                  ----------        ------------
Net cash used by operating activities                (41,108)             3,173
                                                  ----------        ------------
Cash flows from investing activities:
  Purchase of fixed assets                            (2,146)              -
                                                  ----------        ------------
Cash flows from financing activities:
  Proceeds from common stock                             200               -
  Borrowings on notes payable - stockholders          53,000               -
  Repayments on notes payable - stockholders          (5,000)              -
  Payment of long-term debt                           (4,946)            (8,173)
                                                  ----------        ------------
Net cash provided by financing activities             43,254             (8,173)
                                                  ----------        ------------

Increase (decrease) in cash                             -                (5,000)

Cash, beginning of year                                 -                 5,000
                                                  ----------        ------------

Cash, end of year                                 $     -            $     -
                                                  ==========        ============


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


                                       21

<PAGE>



                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


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, 2003 and
     2002, net income and comprehensive income were equivalent.



                                  (Continued)
                                       22

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002



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. At February 28, 2003 and 2002,
     there were no 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)
                                       23

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002

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. Future amortization expense is as follows:

       2004                         $  1,494
       2005                            1,494
       2006                            1,494
       2007                            1,494
       2008                            1,494
       Thereafter                      3,067
                                    --------
                                    $ 10,537
                                    ========
     Long-Lived Assets
     -----------------

     In accordance  with SFAS 144,  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 an impairment of patents  existed at February 28, 2002 and
     recorded a valuation  allowance at that date. That assessment was unchanged
     in 2003.

     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)
                                       24

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


1. Summary of Significant Accounting Policies (Continued)
   ------------------------------------------

     Earnings Per Share (Continued)
     ------------------

                                                     2003              2002
                                                  ----------        ----------

       Weighted-average shares for basic EPS       4,587,745         4,263,635

       Incremental shares from assumed
         exercise of options and warrants               -                 -
                                                  ----------        ----------

       Adjusted weighted-average shares
         for diluted EPS                           4,587,745         4,263,635
                                                  ==========        ==========

       Loss available to common stockholders     $  (75,425)        $ (199,133)
                                                  ==========        ==========


     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 11).

     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)
                                       25

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


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.  Net 10 payment terms are extended.
        Accounts  receivable  are  considered  delinquent  after  those 10 days.
        Orders  greater than $20,000  typically  require a  twenty-five  percent
        (25%)  down  payment.   Management  periodically  reviews  its  accounts
        receivable  and provides for an allowance  for doubtful  accounts  after
        analyzing  the  age  of  the  receivable,   payment  history  and  prior
        experience  with  the  customer.  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 43.8% of accounts  receivable
        at February 28, 2003.  This  receivable was paid subsequent to year end.
        No such concentration existed at February 28, 2002.

        Inventory
        ---------

        As is  disclosed  in Note 3,  $115,000 or 69.6% of inventory at February
        28, 2003 and  $115,000  or 69.8% of  inventory  at February  28, 2002 is
        repair  inventory.  This  repair  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  has
        recorded a valuation  allowance  against this repair  inventory  for any
        unrecoverable  amounts  based on a review of  fiscal  year 2003 and 2002
        usage.  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.



                                  (Continued)
                                       26

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


1. Summary of Significant Accounting Policies (Continued)
   ------------------------------------------

     Concentrations and Uncertainties (Continued)
     --------------------------------

        Major Customer
        --------------

        One customers  accounted for 27.8% of the Company's  sales in 2003.  One
        customer accounted for 14.5% of sales in 2002.

        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 $3,612 in 2003 and $6,299 in 2002.

     Shipping and Handling Fees and Cost
     -----------------------------------

     Emerging  Issues Task Force  (EITF)  00-10,  Accounting  for  Shipping  and
     Handling  Fees and Costs  requires  shipping  and  handling  fees billed to
     customers to be classified as revenue and shipping and handling costs to be
     classified  as cost of sales as  disclosed  in the  notes to the  financial
     statements.  The Company  included  shipping  and  handling  fees billed to
     customers in net sales. Shipping and handling costs associated with inbound
     freight and outbound freight are included in cost of sales.

     Reclassifications
     -----------------

     Certain reclassifications have been made to the 2002 financial statements
     to conform to the 2003 presentation. These reclassifications had no net
     income effect.



                                  (Continued)
                                       27

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


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 and borrowings 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 obtaining  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. 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.


3.   Inventories
     -----------

     Inventories consisted of the following:
                                                        2003              2002
                                                     ---------         ---------

        Current inventory:
          Raw materials and work in process          $  53,134         $  49,786
                                                     ---------         ---------

        Long-term inventory:
          Repair inventory                             115,000           115,000
          Less valuation allowance (see Note 1)        115,000           106,000
                                                     ---------         ---------
                                                          -                9,000
                                                     ---------         ---------

                                                     $  53,134         $  58,786
                                                     =========         =========

4.   Fixed Assets
     ------------

     Fixed assets consisted of the following:
                                                        2003              2002
                                                     ---------         ---------

       Automobiles                                   $  33,202         $  33,202
       Furniture and equipment                          20,631            18,485
                                                     ---------         ---------

                                                     $  53,833         $  51,687
                                                     =========         =========

     Depreciation expense was $5,390 in fiscal year in 2003 and $5,874 in 2002.

                                   (Continued
                                       28

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002

5.   Patents
     -------

     Patents consisted of the following at February 28:

                                                       2003              2002
                                                    ----------        ----------

        Patents                                      $  29,880        $  29,880
        Accumulated amortization                        (9,343)          (7,849)
        Reserve for impairment                         (10,000)         (10,000)
                                                    ----------        ----------

                                                     $  10,537        $  12,031
                                                    ==========        ==========

6.   Accounts Payable
     ----------------

     Accounts payable in the accompanying financial statements includes:

       0   $38,528 in 2002 and $30,772 in 2002 borrowed on credit cards
           bearing interest at 17.49% to 19.80% per annum.


7.   Note Payable - Stockholders
     ---------------------------

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

                                                     2003               2002
                                                   ---------          ---------

        Beginning of year                          $  25,000          $  25,100
        Borrowings                                    53,000               -
        Repayments                                    (5,000)              -
                                                   ---------          ---------

        End of year                                $  73,100          $  25,100
                                                   =========          =========

     These loans are unsecured, due on demand and bear interest at rates from
     -0-% to 10%. Interest expense relating to these loans was $1,924 in 2003
     and $1,520 in 2002. Accrued interest was $10,766 in 2003 and $8,842 in
     2002.










                                  (Continued)
                                       29

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


8.   Reimbursable Expenses - Stockholders
     ------------------------------------

     Reimbursable expenses - stockholders in the accompanying financial
     statements include:

       0  $80,946 in 2003 and $59,680 in 2002 borrowed from an employee
          and stockholder on which the Company pays the interest on the
          employee's underlying credit card indebtedness at 12.5% per annum.

       0  $33,328 in 2003 and $38,679 in 2002 due the Company's
          president for unreimbursed expenses incurred on the Company's
          behalf.


9.   Long-Term Debt
     --------------
                                                          2003           2002
                                                       ---------      ---------

     Long-term debt consisted of the following:

        Convertible note payable, (see Note 11)-
          stated interest of 12%, interest payable
          monthly in installments of $1,000,
          imputed interest at 25%, balloon payment
          due July 1, 2002, unsecured.                 $ 100,000      $  94,988

        Note payable - bank, payable in monthly
          installments of $412 including
          interest at 10.12%, secured by
          automobile, final payment
          February 2004.                                   4,289          9,235
                                                       ---------      ---------
                                                         104,289        104,223
        Less current portion                             104,289          4,679
                                                       ---------      ---------

                                                       $    -         $  99,544
                                                       =========      =========

     Maturities of long-term debt are as follows:

        Years ending February 28,
          2004                                         $ 104,289
                                                       =========

     The convertible note payable is currently in default. The Company continues
     to  make  monthly  interest  payments.  To date  the  note  holder  has not
     commenced collection efforts.




                                  (Continued)
                                       30

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


10.  Lease
     -----

     In September 2002, the Company entered into an office lease agreement which
     calls for monthly  payments of $863 plus common area expense through August
     31, 2005. Minimum payments due under this lease are as follows:

        Years ended February 28:
          2004                         $ 10,350
          2005                         $ 10,350
          2006                         $  6,038

     Rent expense charged to operations was $15,533 in 2003 and $15,793 in 2002.


11.  Stockholders' Equity
     --------------------

     Convertible Notes 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.

     Note Payable - Stockholders:

     A $12,000 note issued  October 28, 2002 is  convertible  into the Company's
     common stock at $.25 per share. Including accrued interest at 10% this note
     is  potentially  convertible  into 52,800  shares of the  company's  common
     stock.

     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.


                                  (Continued)
                                       31

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


11.  Stockholders' Equity (Continued)
     --------------------

     Warrants:

     Warrants to purchase 10,000 common shares at $.25 per share for three years
     were issued 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, 2006.

     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 expired 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, 2006.

     Warrants to purchase  6,000  shares of common  stock for $.10 her share for
     three years were issued to an employee.  The warrants are due to expire May
     22, 2006.

     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.







                                  (Continued)

                                       32

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


12.  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:
                                                       February 28,
                                                  2003                 2002
                                                ---------            --------

        Current:
          Federal                               $    -               $   -
          State                                      -                   -
          State minimum fee                         (300)               (100)
                                                ---------            --------
                                                    (300)               (100)
                                                ---------            --------
        Deferred:
          Federal                                    -                   -
          State                                      -                   -
                                                ---------            --------
                                                     -                   -
                                                ---------            --------

        Income tax benefit (expense)            $   (300)            $  (100)
                                                =========            ========

     The reconciliation between expected federal income tax rates is as follows:

                                         2003                     2002
                                  ------------------       -------------------
                                   Amount    Percent        Amount     Percent
                                  --------   -------       --------    -------
       Expected federal tax       $ 25,600     34.0%       $ 67,700      34.0%
       Surtax exemption            (11,800)   (15.6)         (4,200)     (2.1)
       State income tax, net
         of federal tax
         benefit                     2,100      2.8           4,400       2.2
       Valuation and utilization
         of deferred tax assets
         and carryforwards         (15,900)   (21.2)        (67,900)    (34.1)
       State minimum fee              (300)     (.4)           (100)       -
                                  --------   ------        --------    -------

                                  $   (300)     (.4)%      $   (100)       -  %
                                  ========   ======        ========    =======


                                  (Continued)
                                       33

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


12.  Income Taxes (Continued)
     ------------

     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:

                                                             2003        2002
                                                           ---------  ---------

        Deferred tax assets:
          Allowance for doubtful accounts                  $   3,400  $   2,700
          Inventory  valuation allowance                      39,000     36,000
          Patent valuation allowance                           3,400      3,400
          Intangible  assets                                  39,000     39,000
          Warranty  accrual                                    1,000      1,000
          Carryforwards                                      387,000    386,000
                                                           ---------  ---------
       Gross deferred tax asset                              472,800    468,100
       Valuation  allowance                                 (471,800)  (466,100)
                                                           ---------  ---------
       Net  deferred  tax asset                                1,000      2,000
       Deferred tax liability:
         Accumulated depreciation                             (1,000)    (2,000)
                                                           ---------  ---------
        Net deferred tax asset (liability)                 $    -     $    -
                                                           =========  =========

     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
                                                            NOL           NOL
                                                        ----------     ---------
        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                                               81,000         78,000
        2017                                              149,000        149,000
        2018                                               53,000         53,000
                                                       ----------      ---------

                                                       $1,049,000      $ 706,000
                                                       ==========      =========


                                  (Continued)
                                       34

<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED FEBRUARY 28, 2003 AND 2002


12. Income Taxes (Continued)
    ------------

     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.


13.  Supplemental Cash Flow Disclosures
     ----------------------------------
                                                           February 28,
                                                       2003            2002
                                                    -----------     ----------

       Interest paid                                $    28,644     $   39,116
                                                    ===========     ==========

       Income taxes paid                            $       100     $      100
                                                    ===========     ==========


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

     In March,  April and May 2003, the Company's  president  loaned the Company
     $4,000 to meet on-going working capital needs.





                                  (Continued)
                                       35