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, 2002, 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: $520,264.

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, 2002,  the  Registrant had  outstanding  4,263,635  shares of
common stock, par value $0.004.

Documents incorporated by reference:  None.



<PAGE>




                                        2
                                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 $10,000 to
$40,000 in 2002.

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

                                       4
<PAGE>

commercial  boiler  system  users,  and  compressor  distributors.  Century 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
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.

     One independent  distributor,  Energy Products Company, was responsible for
15% of  Century's  total  sales  in  fiscal  year  2002.  Century  expects  this
distributor to account for more than 10% of total sales in fiscal year 2003.

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,  2002,  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
$1,241,  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, 2002.

                                    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,  2002 and 2001,  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.
Century  cannot  predict if or when a trading  market in its  common  stock will
develop.

     At February 28, 2002, there were approximately 216 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
industry,  Century is able to claim its product  performance  as superior in the
industry.

                                       6
<PAGE>

     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,
and minor  hardware  design  modifications  that 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 various boilers and compressors.

Results of  Operations,  Fiscal  Years Ended  February 28, 2002 and February 28,
2001

     Century Controls International,  Inc. ("Century") had net sales of $520,264
and $515,381 for the fiscal years ended February 28, 2002 and February 28, 2001,
respectively;  which represents a 1% increase. This slight increase is primarily
the result of increased  marketing  efforts.  One customer  accounted for 15% of
Century's  sales  in 2002  and  12.7% of  Century's  sales  in 2001.  Management
believes  that the net sales in fiscal year 2002 are  consistent  with  historic
levels.

     Cost of net sales for the fiscal years ended February 28, 2002 and February
28, 2001 were $170,548 and $169,136,  respectively.  Such costs, as a percentage
of net sales for these periods were 33% and 33%, respectively.

     Operating expenses for the fiscal year ended February 28, 2002 and February
28,  2001 were  $461,735  and  $413,241,  respectively.  This  represents  a 12%
increase from 2001. The high cost of operating  expenses is  attributable to the
hiring of additional sales staff.

     Interest  expense for the fiscal year ended  February 28, 2002 and February
28, 2001 was $51,014 and $21,661, respectively.  This 136% increase from 2001 is
primarily attributable to increased credit card borrowings. In addition, Century
had inventory valuation  allowances for the fiscal years ended February 28, 2002
and February 28, 2001 of $26,000 and $20,000, respectively.

     Due to the  foregoing,  Century  experienced  a net  loss of  $199,133  and
$108,157  for the  years  ended  February  28,  2002,  and  February  28,  2001,
respectively.

Liquidity and Capital Resources

     At February 28, 2002,  Century had a working capital deficit of $316,501 as
compared to a working  capital deficit of $51,276 at February 28, 2001. The loan
from  Michael  Baghdoian  in the amount of  $100,000  is due July 1,  2002,  and
Century  lacks  the  capital  necessary  to  repay  this  loan.  Century  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.

     Century's president,  director and principal stockholder,  Leo Christensen,
advanced  $38,679 in 2002 and  $29,333  in 2001 to cover  expenses  incurred  on
Century's behalf, which have not been reimbursed.  Furthermore,  Mr. Christensen
loaned  to  Century  a total of  $30,500  from  March  through  May 2002 to meet
on-going working capital needs.

     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

                                       7
<PAGE>

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 13.

            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     70   Chairman of the Board and President            1990

David Brown          58   Senior Research & Development Engineer,        1990
                          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.

                                       8
<PAGE>

     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, 2002,  February 28, 2001 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                 2002                   $59,800
  Chairman and President         2001                   $59,800
                                 2000                   $59,800

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

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,  2002,  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.

                                       9
<PAGE>

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

Dr. Michael Baghdoian (3)                526,000       800,000        26.2
13479 Northline
Southgate, MI 48195

Officers and Directors

Leo Christiansen                         816,583          0           19.2
731 Mohican Court
Mendota Heights, MN 55120

David Brown                              131,250       34,000          3.8
PO Box 197
Goodridge, MN 56725

James W. Sampair                         90,000        10,000          2.3
2067 W. Lakeview Blvd., #D-9
North Fort Meyers, FL 33903

J. Clinton Shaver                        152,450       10,000          3.8
6601 Beach Road
Eden Prairie, MN 55346

All Executive officers and              1,190,283      54,000         28.8
  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

     Century's president,  director and principal stockholder,  Leo Christensen,
advanced  $38,679 in 2002 and  $29,333  in 2001 to cover  expenses  incurred  on
Century's behalf, which have not been reimbursed.  Furthermore,  Mr. Christensen
loaned  to  Century  a total of  $30,500  from  March  through  May 2002 to meet
on-going working capital needs.

     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.

                                       10
<PAGE>

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, 2002.

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 10, 2002                 By:   /s/ Leo Christiansen, President


Date: June 10, 2002                 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.


Date: June 10, 2002                      /s/ Leo Christiansen, Director


Date: June 10, 2002                      /s/ James W. Sampair, Director


Date: June 7, 2002                       /s/ David Brown, Director


Date: June 12, 2002                      /s/ J. Clinton Shaver, Director


                                       12
<PAGE>


                                CENTURY CONTROLS
                               INTERNATIONAL, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

               YEARS ENDED FEBRUARY 28, 2002 AND FEBRUARY 28, 2001


                                TABLE OF CONTENTS

                                                                    Page

Independent Auditors' Report.........................................14


Financial Statements:

  Consolidated Balance Sheets........................................15

  Consolidated Statements of Operations..............................17

  Consolidated Statements of Stockholders'
    Equity (Deficit).................................................18

  Consolidated Statements of Cash Flows..............................19

  Notes to Consolidated Financial Statements.........................20




                                       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, 2002 and 2001, 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,  2002 and 2001,  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 30, 2002


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

                                       14
<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                          CONSOLIDATED BALANCE SHEETS


                                                   Years Ended February 28,
                                                      2002          2001
                                                   ----------    ----------

                       ASSETS

Current assets:
   Cash                                            $     -       $    5,000
   Accounts receivable, trade,
     net of allowance for doubtful
     accounts of $8,000 in 2002 and
     $10,000 in 2001                                   59,887       125,440
   Inventories                                         49,786        70,145
   Prepaid expenses                                       726         1,827
                                                   ----------    ----------

         Total current assets                         110,399       202,412
                                                   ----------    ----------


Fixed assets                                           51,687        51,687
   Less accumulated depreciation                       36,836        30,962
                                                   ----------    ----------

         Net fixed assets                              14,851        20,725
                                                   ----------    ----------


Other assets:
   Inventories, less valuation allowance of
     $106,000 in 2002 and $80,000 in 2001               9,000        15,000
   Deposit                                                821           821
   Patents, net                                        12,031        23,525
                                                   ----------    ----------

         Total other assets                            21,852        39,346
                                                   ----------    ----------





         Total assets                              $  147,102    $  262,483
                                                   ==========    ==========






                                       15
<PAGE>

                                                   Years Ended February 28,
                                                      2002          2001
                                                   ----------    ----------

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

Current liabilities:
   Current portion of long-term debt               $   99,544    $    8,879
   Notes payable - stockholders                        25,100        25,100
   Bank overdraft                                       3,560          -
   Accounts payable                                   216,237       189,025
   Accrued expenses:
     Payroll and related                               69,445        20,190
     Warranty                                           3,000         3,000
     Interest                                           9,914         7,394
     State minimum fee                                    100           100
                                                   ----------    ----------

         Total current liabilities                    426,900       253,688


Long-term debt:
   Notes payable, net of current maturities             4,679        94,139
                                                   ----------    ----------

         Total liabilities                            431,579       347,827
                                                   ----------    ----------


Stockholders' equity (deficit):
   Common stock, $.004 par value, 50,000,000
     shares authorized; issued and
     outstanding 4,263,635 in 2002 and
     4,263,635 in 2001                                 17,055        17,055
   Additional paid-in capital                       1,313,699     1,313,699
   Accumulated deficit                             (1,615,231)   (1,416,098)
                                                   ----------    ----------

         Total stockholders' equity (deficit)        (284,477)      (85,344)
                                                   ----------    ----------

         Total liabilities and
           stockholders' equity (deficit)          $  147,102    $  262,483
                                                   ==========    ==========



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



                                       16
<PAGE>


                      CENTURY CONTROLS INTERNATIONAL, INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                               ACCUMULATED DEFICIT


                                                   Years Ended February 28,
                                                      2002          2001
                                                   ----------    ----------

Net sales                                          $  520,264    $  515,381

Cost of sales                                         170,548       169,136
                                                   ----------    ----------

         Gross profit                                 349,716       346,245

Operating expenses                                    461,735       413,241
                                                   ----------    ----------

         Operating loss                              (112,019)      (66,996)
                                                   ----------    ----------

Other expenses:
   Inventory valuation allowance                      (26,000)      (20,000)
   Patent valuation allowance                         (10,000)            -
   Interest expense                                   (51,014)      (21,661)
   Gain on sale of fixed assets                             -           600
                                                   ----------    ----------

         Total other income (expense)                 (87,014)      (41,061)
                                                   ----------    ----------

         Net loss before income taxes                (199,033)     (108,057)

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

         Net loss                                  $ (199,133)   $ (108,157)
                                                   ==========    ==========

Basic earnings per share                           $     (.05)   $     (.03)
                                                   ==========    ==========
   Weighted-average number of
     shares outstanding                             4,263,635     4,019,799
                                                   ==========    ==========

Diluted earnings per share                         $     (.05)   $     (.03)
                                                   ==========    ==========
   Weighted-average number of
     shares outstanding                             4,263,635     4,019,799
                                                   ==========    ==========


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


                                       17
<PAGE>

<TABLE>
<S>                               <C>           <C>           <C>            <C>             <C>
                                    CENTURY CONTROLS INTERNATIONAL, INC.

                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


                                       Common Stock
                                  ----------------------      Additional
                                  Number of                     Paid-In      Accumulated
                                   Shares        Amount         Capital        Deficit          Total
                                  ---------     ---------     -----------    ------------    -----------

Balances, March 1, 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)
                                  ---------     ---------     -----------    ------------    -----------

Balances, February 28, 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)
                                  =========     =========     ===========    ============    ===========

</TABLE>

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


                                       18
<PAGE>


                     CENTURY CONTROLS INTERNATIONAL, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                        Years Ended February 28,
                                                          2002           2001
                                                       ----------    -----------
Cash flows from operating activities:
  Net loss                                             $ (199,133)   $ (108,157)
  Adjustments to reconcile net loss to net cash
    flows from operating activities:
      Depreciation                                          5,874         9,669
      Amortization                                          1,494         1,439
      Allowance for doubtful accounts                      (2,000)        5,000
      Asset valuation allowances                           36,000        20,000
      Gain on sale of fixed asset                             -            (600)
      Imputed interest on convertible debenture             9,378         5,611
      Decrease (increase) in:
        Accounts receivable - trade                        67,553       (99,013)
        Inventories                                           359        (5,746)
        Prepaid expense                                     1,101         2,603
      Increase (decrease) in:
        Bank overdraft                                      3,560           -
      Accounts payable and accrued expenses                78,987        38,017
                                                       ----------    -----------
Net cash used by operating activities                       3,173      (131,177)
                                                       ----------    -----------
Cash flows from investing activities:
  Purchase of fixed assets                                    -          (1,909)
  Proceeds from sale of fixed asset                           -             600
  Incurrence of patent costs                                  -           2,903
                                                       ----------    -----------
Net cash used by investing activities                         -           1,594
                                                       ----------    -----------
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                                (8,173)      (13,930)
                                                       ----------    -----------
Net cash provided by financing activities                  (8,173)      129,070
                                                       ----------    -----------
Increase (decrease) in cash                                (5,000)         (513)

Cash, beginning of year                                     5,000         5,513
                                                       ----------    -----------
Cash, end of year                                      $      -      $    5,000
                                                       ==========    ===========

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


                                       19
<PAGE>


                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


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, 2002 and
     2001, net income and comprehensive income were equivalent.


                                  (Continued)

                                       20
<PAGE>


                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


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, 2002 and 2001,
     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)

                                       21
<PAGE>


                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


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 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.

     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)

                                       22
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


1.   Summary of Significant Accounting Policies (Continued)

     Earnings Per Share (Continued)

                                                       2002           2001
                                                    ----------     ----------

       Weighted-average shares for basic EPS         4,263,635      4,019,799

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

       Adjusted weighted-average shares
         for diluted EPS                             4,263,635      4,019,799
                                                    ==========     ==========

       Loss available to common stockholders        $ (199,133)    $ (108,157)
                                                    ==========     ==========


     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)

                                       23
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 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.  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  36.4%  of  accounts
          receivable at February 29, 2000.  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 69.8% of inventory at February
          28, 2002 and  $95,000 or 57.5% of  inventory  at February  28, 2001 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 2002 and 2001
          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)
                                       24
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


1.   Summary of Significant Accounting Policies (Continued)

     Concentrations and Uncertainties (Continued)

          Major Customer

          One customers  accounted for 14.5% of the Company's sales in 2002. One
          customer accounted for 12.7% of sales in 2001.

          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 $6,299 in 2002 and $7,641 in 2001.


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.

                                  (Continued)
                                       25
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


3.   Inventories

     Inventories consisted of the following:

                                                        2002            2001
                                                      ---------      ---------

        Current inventory:
          Raw materials and work in process           $  49,786      $  70,145
                                                      ---------      ---------

        Long-term inventory:
          Repair inventory                              115,000         95,000
          Less valuation allowance (see Note 1)         106,000         80,000
                                                      ---------      ---------
                                                          9,000         15,000
                                                      ---------      ---------

                                                      $  58,786      $  85,145
                                                      =========      =========

4.   Fixed Assets

     Fixed assets consisted of the following:
                                                        2002            2001
                                                      ---------      ---------

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

                                                      $  51,687      $  51,687
                                                      =========      =========

     Depreciation expense was $5,874 in fiscal year in 2002 and $9,669 in 2001.

5.   Patents

     Patents consisted of the following at February 28:

                                                       2002             2001
                                                     ---------       ---------

        Patents                                      $  29,880       $  29,880
        Accumulated amortization                        (7,849)         (6,355)
        Reserve for impairment                         (10,000)            -
                                                     ---------       ---------

                                                     $  12,031       $  23,525
                                                     =========       =========

                                  (Continued)

                                       26
<PAGE>


6.   Accounts Payable

     Accounts payable in the accompanying financial statements includes:

        $30,772 in 2002 and $13,515 in 2001 borrowed on credit cards bearing
           interest at 12.57% to 24.82% 2002 per annum.

        $59,680 in 2002 and $58,162 in 2001 borrowed from an employee on which
           the Company pays the interest on the employee's underlying credit
           card indebtedness at 12.5% per annum.

        $38,679 in 2002 and $29,333 in 2001 due the Company's president for
           unreimbursed expenses incurred on the Company's behalf.


7.   Note Payable - Stockholders

     Activity relating to the notes payable - stockholders is as follows:
                                                       2002            2001
                                                     ---------      ---------

        Beginning of year                            $  25,100      $  23,000
        Borrowings                                         -            3,100
        Repayments                                         -           (1,000)
                                                     ---------      ---------

        End of year                                  $  25,100      $  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 $1,520 in 2002
     and $1,562 in 2001. Accrued interest was $8,842 in 2002 and $7,322 in 2001.

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

                                  (Continued)

                                       27
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


8.   Long-Term Debt
                                                           2002        2001
                                                         ---------   ---------

     Long-term debt consisted of the following:

        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.                   $  94,988   $  85,611

        Note payable - bank, payable in monthly
          installments of $412 including
          interest at 10.12%, secured by
          automobile, final payment
          February 2004.                                     9,235      12,361

        Note payable - bank, payable in monthly
          installments of $1,900 including
          interest at bank rate plus 2%.
          Matured July 2001.  Secured by all
          corporate assets and subordination
          of notes payable - stockholders.                     -         5,046
                                                         ---------   ---------
                                                           104,223     103,018
        Less current portion                                 4,679       8,879
                                                         ---------   ---------

                                                         $  99,544   $  94,139
                                                         =========   =========

     Maturities of long-term debt are as follows:

        Years ending February 28,
          2004                                           $  99,544
          2005                                               4,679
                                                         ---------

                                                         $ 104,223

9.   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

     Rent expense charged to operations was $15,793 in 2002 and $15,594 in 2001.

                                  (Continued)

                                       28
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


10.  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 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, 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)

                                       29
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


10.  Stockholders' Equity (Continued)

     Warrants:  (Continued)

     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, 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.


11.  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,
                                                       2002            2001
                                                     ---------       --------

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

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


                                       30
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


11.  Income Taxes (Continued)

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

                                          2002                   2001
                                   -------------------    -------------------
                                   Amount      Percent    Amount      Percent
                                   ----------  -------    ----------  -------
       Expected federal tax        $  67,700     34.0%    $  36,700     34.0%
       Surtax exemption               (4,200)    (2.1)      (11,700)   (10.8)
       State income tax, net
         of federal tax
         benefit                       4,400      2.2         3,000      2.7
       Valuation and utilization
         of deferred tax assets
         and carryforwards           (67,900)   (34.1)      (28,000)   (25.9)
       State minimum fee                (100)      -           (100)     (.1)
                                   ----------  -------    ----------  -------

                                   $    (100)      - %    $    (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:

                                                        2002           2001
                                                      ---------     ---------
        Deferred tax assets:
          Allowance for doubtful accounts             $   2,700     $   3,400
          Inventory valuation allowance                  36,000        27,000
          Patent valuation allowance                      3,400          -
          Intangible assets                              39,000        39,000
          Warranty accrual                                1,000         1,000
          Carryforwards                                 386,000       330,000
                                                      ---------     ---------
        Gross deferred tax asset                        468,100       400,400
        Valuation allowance                            (466,100)     (399,400)
                                                      ---------     ---------
        Net deferred tax asset                            2,000         1,000
        Deferred tax liability:
          Accumulated depreciation                       (2,000)       (1,000)
                                                      ---------     ---------
        Net deferred tax asset (liability)            $    -        $    -
                                                      =========     =========


                                       31
<PAGE>
                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


11.  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
                                                        NOL             NOL
                                                     ----------      ---------

        2003                                         $   16,000      $  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                                             81,000         78,000
        2017                                            149,000        149,000
                                                     ----------      ---------

                                                     $1,012,000      $ 701,000
                                                     ==========      =========

     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,
                                               -----------------------------
                                                  2002                2001
                                               ---------           ---------

       Interest paid                           $  39,116           $  21,133
                                               =========           =========

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


                                       32
<PAGE>
                      CENTURY CONTROLS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001


12.  Subsequent Events

     In March,  April and May 2002, the Company's  president  loaned the Company
     $30,500 to meet on-going working capital needs.

     In May 2002,  the Company  committed to issue 200,000  shares of its common
     stock for $200.


                                       33