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 29, 2004, 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 for its most recent fiscal year:  $550,955.

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 29, 2004, the Registrant had outstanding 4,763,635 shares of
common stock, par value $0.004.

Documents incorporated by reference:  None.

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                                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 on Accounting and          8
   Financial Disclosure

8A. Controls and Procedures                                                 9


Part III

9. Directors, Executive Officers, Promoters and Control Persons;           10
   Compliance with Section 16(a) of the Exchange Act

10. Executive Compensation                                                 11

11. Security Ownership of Certain Beneficial Owners and Management         12

12. Certain Relationships and Related Transactions                         13

13. Exhibits and Reports on Form 8-K                                       13

14. Principal Accountant Fees and Services                                 14

Signatures                                                                 14

                                       2
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                        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
<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. 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 also
advertises in trade publications and uses its sales persons to respond to
prospective customers that respond to the advertisements.

                                       4
<PAGE>

         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. The warranty for products installed by
a Century technician is for a two-year period from start-up date..

         One independent distributor, C&C Boiler Sales & Service, Inc., was
responsible for 28% of Century's total sales in fiscal years 2004 and 2003.
Century expects this distributor to account for approximately 15% of total sales
in fiscal year 2005.

Competition

         Principal competitors are Rosemount Engineering, Preferred Instruments,
and Heat Timer. 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 29, 2004, 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 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. The plant facilities are located in Park Rapids, Minnesota.


                            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 29, 2004.

                                    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, there were no published
inter-dealer bid prices for Century's common stock and no meaningful trading
activity. Beginning April 2003, bid and asked price information for Century's
common stock was quoted on the OTC Bulletin Board under the ticker symbol
"CUYC". Our high and low trading prices for year quarter of fiscal 2004 were as
follows:

Quarter                                      High                   Low
-------                                      ----                   ---
First                                 $             0.25    $             0.02
Second                                $             0.09    $             0.04
Third                                 $             1.01    $             0.04
Fourth                                $             0.60    $             0.30

         At February 29, 2004, 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

                                       6
<PAGE>

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. 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 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 29, 2004 and February 28,
2003

         Century had net sales of $550,955 and $655,212 for the fiscal years
ended February 29, 2004 and February 28, 2003, respectively; which represents a
15.9% decrease. This decrease is primarily the result of economic conditions
plus time and effort spent in developing new controls with communications
capabilities distracted from sales. One customer accounted for 28% of Century's
sales in 2004 and 28% of Century's sales in 2003.

         Cost of net sales for the fiscal years ended February 29, 2004 and
February 28, 2003 were $248,170 and $229,218, respectively. Such costs, as a
percentage of net sales for these periods were 45.0% and 35.0%, respectively.

         Operating expenses for the fiscal year ended February 29, 2004 and
February 28, 2003 were $443,319 and $471,883, respectively. This represents a
6.1% decrease from 2003. The decrease is primarily the result of cut backs on
activities due to decrease in sales.

         Interest expense for the fiscal year ended February 29, 2004 and
February 28, 2003 was $30,714 and $29,535, respectively. Lower interest rates
charged by our stockholders vs. our debt that we had carried with a bank has
offset the increase in overall debt carried by the Company resulting in only a
4.0% increase in interest expense.

         Due to the foregoing, Century experienced a net loss of $171,248 and
$75,425 for the years ended February 29, 2004, and February 28, 2003,
respectively.

Liquidity and Capital Resources

         At February 29, 2004, Century had a working capital deficit of $547,176
as compared to a working capital deficit of $381,546 at February 28, 2003. 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

                                       7
<PAGE>

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 29, 2004 Century was
indebted to Mr. Worden for reimbursable expenses totaling $81,895. At February
28, 2003 Century was indebted to Mr. Worden for reimbursable expenses totaling
$80,946. Century does pay interest on a credit card of Mr. Worden's underlying
some of this obligation.

         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 29, 2004 Century was indebted to Mr. Christiansen for reimbursable
expenses totaling $27,490. At February 28, 2003 Century was indebted to Mr.
Christiansen for reimbursable expenses totaling $33,328. At February 29, 2004
Century was indebted to Mr. Christiansen for accrued salary totaling $121,900.
At February 28, 2003 Century was indebted to Mr. Christiansen for accrued salary
totaling $80,500. Mr. Christiansen further advanced Century $3,000 in fiscal
year 2004 to help meet cash flow needs. This brought the notes payable to Mr.
Christiansen to $48,700 at February 29, 2004 compared to $45,700 at February 28,
2003.

         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 consolidated financial statements of the Company appear at the end
of this report beginning with the Index to the Consolidated Financial Statements
on page 15.

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


         On October 27, 2003, Century received a letter of resignation dated
October 22, 2003, from its independent public accountants, Callahan, Johnston &
Associates, LLC ("Callahan").

         Callahan performed audits of Century's financial statements as of and
for the years ended February 28, 2003 and 2002. Their audit reports did not
contain an adverse opinion or disclaimer of opinion; however, their audit
reports for each of the years ended February 28, 2003 and 2002 were modified as
to the uncertainty of Century's ability to continue as a going concern. Their
reports were not qualified or modified as to audit scope or accounting
principles.

         During the years ended February 28, 2003 and 2002, and during the
interim period from February 28, 2003 to October 27, 2003, there have been no
disagreements between Century and Callahan on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Callahan,
would have caused Callahan to make reference to the subject matter of such
disagreements in their reports.

                                       8
<PAGE>

         During the years ended February 28, 2003 and 2002 and during the
interim period from February 28, 2003 to October 27, 2003, Callahan has not
advised Century of any reportable events as described in Item 304(a)(1)(iv)(B)
of Regulation S-B.

         On January 5, 2004 Century engaged Virchow Krause & Company, LLP as its
new independent certified public accountants. In April 2004 Century had
conversations with Virchow Krause reguarding its billings. Following these
discussions Century terminated Virchow Krause on April 5, 2004 with the approval
of the board of directors.

         Virchow Krause did not perform any audits of the financial statements
of Century. Consequently, Virchow Krause did not issue any audit reports on the
financial statements of Century.

         During the period from January 5 to May 5, 2004 there were no
disagreements between Century and Virchow Krause on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which would have caused Virchow Krause to make reference to the
subject matter of such disagreements in connection with their reports.

         Century requested Virchow Krause furnish a letter to the SEC stating
whether it agrees with the above statements, but Virchow Krause has refused to
provide any letter to Century until it receives payment of its outstanding fees.
If and when this matter is resolved and Century receives the requested letter,
it will file the letter with the SEC.

         On May 5, 2004 Century engaged, Carver Moquist & Associates LLC as
Century's new independent accountants as of that date. During the two most
recent fiscal years ended February 29, 2004 and February 28, 2003, and through
the date hereof, neither Century nor any one on behalf of Century has consulted
with Carver Moquist & Associates LLP regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the financial statements of Century,
or any other matters or reportable events required to be disclosed under Items
304(a)(2)(i) and (ii) of Regulation S-B.


                        ITEM 8A. CONTROLS AND PROCEDURES

         (a) Evaluation of Disclosure Controls and Procedures

         Based on their evaluation as of the end of the period covered by this
annual report on Form 10-KSB, the Company's Chief Executive and Financial
Officer has concluded that the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934)
are effective to ensure that information required to be disclosed by the Company
in reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms.

      The company's management, including the Chief Executive and Financial
Officer, does not expect that our disclosure controls or our internal controls
will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the

                                       9
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likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

         (b) Changes in Internal Control Over Financial Reporting

         There was no change in the Company's internal control over financial
reporting identified in connection with the evaluation of disclosure controls
and procedures that occurred during our fourth fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                    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       73     Chairman of the Board and President        1990

David Brown            60     Senior Research & Development Engineer,
                              and Director                               1990

James W. Sampair       71     Director & Secretary                       1990

J. Clinton Shaver      71     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 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.

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Audit Committee Financial Expert

         We do not currently have a serving audit committee and, accordingly, we
do not have an audit committee financial expert serving on an audit committee.

Code of Ethics

         We are in the process of adopting a code of ethics for our principal
executive officers and financial officers. In the meantime, our management
intends to promote honest and ethical conduct, full and fair disclosure in our
reports to the SEC, and compliance with applicable governmental laws and
regulations.

                         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 29, 2004, 2003 and 2002 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

                                                          Annual Compensation
Name and Principal Position                    Year           Salary ($)

Leo Christiansen                               2004             $55,200
  Chairman, President, and Chief               2003             $55,200
  Executive and Financial Officer              2002             $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.

         During fiscal 2004 the Company issued each of its directors a warrant
to purchase 10,000 shares of common stock with and exercise price of $0.25 per
share. These warrants expire December 31, 2007.

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

                                       11
<PAGE>

                     ITEM 11. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth as of February 29, 2004, 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       400,000         17.9
13479 Northline
Southgate, MI 48195

Officers and Directors
----------------------
Leo Christiansen                         1,116,583      410,000         29.5
731 Mohican Court
Mendota Heights, MN 55120

David Brown                               131,250        44,000          3.6
PO Box 197
Goodridge, MN 56725

James W. Sampair                          90,000         20,000          2.3
2067 W. Lakeview Blvd., #D-9
North Fort Meyers, FL 33903

J. Clinton Shaver                         152,450        20,000          3.6
6601 Beach Road
Eden Prairie, MN 55346

All Executive officers and               1,490,283      494,000         37.7
  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.

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             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
29, 2004 Century was indebted to Mr. Christiansen for reimbursable expenses
totaling $27,490. At February 28, 2003 Century was indebted to Mr. Christiansen
for reimbursable expenses totaling $33,328. At February 29, 2004 Century was
indebted to Mr. Christiansen for accrued salary totaling $121,900. At February
28, 2003 Century was indebted to Mr. Christiansen for accrued salary totaling
$80,500. Mr. Christiansen further advanced Century $3,000 in fiscal year 2004 to
help meet cash flow needs. This brought the notes payable to Mr. Christiansen to
$48,700 at February 29, 2004 compared to $45,700 at February 28, 2003.

         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

         In the last fiscal quarter of the year ended February 29, 2004 Century
filed one report on Form 8-K reporting under Item 4 the engagement of Virchow
Krause & Company, LLP as its new independent certified public accountants.
Following the end of the fiscal year Century filed a Form 8-K reporting the
termination of the engagement of Virchow Krause & Company, LLP, and the
engagement of Carver Moquist & Associates LLC, as its new independent certified
public accountants

Exhibits

    Exhibit. No.      Title of Document
    ------------      -----------------

        3.1           Articles of Incorporation (1)

        3.2           Bylaws (1)

         4            Debenture issued to Michael Baghdoian (2)

        16.1          Letter from Callahan, Johnston & Associates, LLC dated
                      October 28, 2003 (3)

        31.1          Certification of the Chief Executive  Officer and Chief
                      Financial  Officer pursuant to Section 302 of the
                      Sarbanes-Oxley Act of 2002

        32.1          Certifications  of the Chief Executive Officer and Chief
                      Financial Officer pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002

(1)      These documents were filed on April 12, 2000 with the SEC as exhibit to
         Century's Form 10-SB, and are incorporated herein by this reference.

                                       13
<PAGE>

(2)      This document was filed on October 16, 2000 with the SEC as an exhibit
         to Century's Form 10-QSB for the quarter ended August 31, 2000, and is
         incorporated herein by this reference.

(3)      This document was filed on October 27, 2003 with the SEC as an exhibit
         to Century's Form 8-K, and is incorporated herein by this reference.

                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         Our independent registered public accountants, Carver Moquist &
Associates, LLC, billed an aggregate of $5,500 for fiscal year 2004 year for
professional services rendered for the audit of our annual financial statements.
Caver Moquist & Associates, LLC did not bill us for any audit-related fees, tax
fees or other fees for the year then ended.

         We do not have an audit committee and as a result our entire board of
directors performs the duties of an audit committee. Our board of directors
evaluates the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. As a result, we do not rely on established
pre-approval policies and procedures.

                                   SIGNATURES

         In accordance with Section 13 or 15(d) 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, 2004                  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 10, 2004                           /s/ Leo Christiansen, Director

Date: June 10, 2004
                                              _________________________________
                                              James W. Sampair, Director

Date: June 10, 2004                           /s/ David Brown, Director

Date: June 10, 2004                           /s/ J. Clinton Shaver, Director


                                       14
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


                                TABLE OF CONTENTS

                                                                           Page

Report of Independent Registered Public Accounting Firm.....................16

Independent Auditors' Report................................................17

Consolidated Financial Statements:

  Consolidated Balance Sheets...............................................18

  Consolidated Statements of Operations.....................................20

  Consolidated Statements of Stockholders'
    Equity (Deficit)........................................................21

  Consolidated Statements of Cash Flows.....................................22

  Notes to Consolidated Financial Statements................................23

                                       15
<PAGE>

             Report of Independent Registered Public Accounting Firm



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

We have audited the accompanying consolidated balance sheet of Century Controls
International, Inc. as of February 29, 2004, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the year
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides 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 the Company as of
February 29, 2004, and the results of its operations and its cash flows for each
of the year then ended, in conformity with U.S. generally accepted accounting
principles.

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

/s/ Carver Moquist & Associates, LLC

Minneapolis, MN
June 11, 2004

                                       16
<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 sheet of Century Controls
International, Inc. as of February 28, 2003, and the related statements of
operations and, stockholders' deficit and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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
audit 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 the results of operations and
cash flows for the year 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

                                       17
<PAGE>
<TABLE>
<CAPTION>
                          Century Controls International, Inc.

                               Consolidated Balance Sheets



                                                                                                        Years Ended
                                                                                            ------------------------------------
                                                                                              February 29,         February 28,
                                                                                                  2004                 2003
                                                                                            ----------------     ---------------
<S>                                                                                         <C>                  <C>
                                         ASSETS

Current assets:
  Cash                                                                                      $          4,784     $             -
  Accounts receivable - trade,  net of allowance for doubtful accounts
    of $12,817 and $10,000 for 2004 and 2003, respectively                                            52,916             223,432
  Inventories                                                                                         75,796              53,134
  Prepaid expenses                                                                                         -               2,415
                                                                                            ----------------     ---------------
      Total current assets                                                                           133,496             278,981

Property and equipment, net                                                                            6,563              11,607

Other assets:
  Patents, net                                                                                        22,043              10,537
                                                                                            ----------------     ---------------

      Total assets                                                                          $        162,102     $       301,125
                                                                                            ================     ===============




                                            See Notes to Financial Statements

                                                           18
<PAGE>
<CAPTION>
                                          Century Controls International, Inc.

                                         Consolidated Balance Sheets (continued)



                                                                                                        Years Ended
                                                                                            ------------------------------------
                                                                                              February 29,         February 28,
                                                                                                  2004                 2003
                                                                                            ----------------     ---------------
<S>                                                                                         <C>                  <C>
                          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Bank overdraft                                                                            $          2,795     $         3,988
  Line of credit                                                                                      20,048                   -
  Current portion of long-term debt                                                                  100,000             104,289
  Notes payable - stockholders                                                                        76,100              73,100
  Accounts payable                                                                                   130,468             171,167
  Deferred revenue                                                                                    18,601                   -
  Accrued expenses:
    Payroll and related                                                                              202,009             179,603
    Warranty                                                                                           3,000               3,000
    Interest                                                                                          12,266              10,806
    State minimum fee                                                                                      -                 300
    Reimbursable expenses                                                                            109,385             114,274
                                                                                            ----------------     ---------------
      Total current liabilities                                                                      674,672             660,527
                                                                                            ----------------     ---------------
      Total liabilities                                                                              674,672             660,527
                                                                                            ----------------     ---------------

Stockholders' deficit:
  Common stock, $.004 par value; 50,000,000 shares authorized;
    issued and outstanding 4,763,635 in 2004 and 2003                                                 19,055              19,055
  Additional paid-in-capital                                                                       1,330,279           1,312,199
  Accumulated deficit                                                                             (1,861,904)         (1,690,656)
                                                                                            ----------------     ---------------
      Total stockholders' deficit                                                                   (512,570)           (359,402)
                                                                                            ----------------     ---------------

      Total liabilities and stockholders' deficit                                           $        162,102     $       301,125
                                                                                            ================     ===============


                                                        See Notes to Financial Statements

                                                                        19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              Century Controls International, Inc.

                                             Consolidated Statements of Operations


                                                                                              Years Ended
                                                                                  ------------------------------------
                                                                                     February 29,       February 28,
                                                                                         2004               2003
                                                                                  ----------------    ----------------
<S>                                                                               <C>                 <C>
Net sales                                                                         $        550,955    $        655,212

Cost of good sold                                                                          248,170             229,218
                                                                                  ----------------    ----------------

Gross profit                                                                               302,785             425,994

Operating expenses                                                                         443,319             471,883
                                                                                  ----------------    ----------------

Operating loss                                                                            (140,534)            (45,889)
                                                                                  ----------------    ----------------

Other expenses:
 Interest expense                                                                           30,714              29,536
                                                                                  ----------------    ----------------

Net loss                                                                          $       (171,248)   $        (75,425)
                                                                                  ================    ================

Basic earnings per share                                                          $          (0.04)   $          (0.02)
                                                                                  ================    ================

Weighted-average number of shares outstanding                                            4,763,635           4,587,745
                                                                                  ================    ================

Diluted earnings per share                                                        $          (0.04)   $          (0.02)
                                                                                  ================    ================

Weighted-average number of shares outstanding                                            4,763,635           4,587,745
                                                                                  ================    ================


                                                See Notes to Financial Statements

                                                                20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   Century Controls International, Inc.

                                             Consolidated Statements of Stockholders' Deficit



                                                      Common Stock            Additional                               Total
                                                  Number                       paid-in           Accumulated        Stockholders'
                                                of Shares       Amount         capital              Deficit            Deficit
                                             -----------------------------------------------------------------------------------
<S>                                             <C>           <C>            <C>                 <C>                 <C>
BALANCES, FEBRUARY 28, 2002                     4,263,635     $   17,055     $   1,313,699       $ (1,615,231)       $ (284,477)

June 1, 2002 common stock issuance
  at $.004 per share                              200,000            800              (600)                 -               200

July 30, 2002 common stock issuance
  at $.004 per share                              300,000          1,200              (900)                 -               300

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

BALANCES, FEBRUARY 28, 2003                     4,763,635         19,055         1,312,199         (1,690,656)         (359,402)

Warrants issued for services                            -              -             5,080                  -             5,080

Valuation of warrants granted for patent                -              -            13,000                  -            13,000

Net loss                                                -              -                 -           (171,248)         (171,248)
                                             -----------------------------------------------------------------------------------

BALANCES, FEBRUARY 29, 2004                     4,763,635     $   19,055     $   1,330,279       $ (1,861,904)       $ (512,570)
                                             ===================================================================================

                                                   See Notes to Financial Statements

                                                                  21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               Century Controls International, Inc.

                                              Consolidated Statements of Cash Flows


                                                                                               Years Ended
                                                                                   ------------------------------------
                                                                                     February 29,        February 28,
                                                                                         2004                2003
                                                                                   ----------------    ----------------
<S>                                                                                <C>                 <C>
Cash flows from operating activities:
  Net loss                                                                         $       (171,248)   $        (75,425)
  Adjustments to reconcile net loss to net cash flows
    provided by operating activities:
      Depreciation                                                                            5,389               5,390
      Amortization                                                                            1,494               1,494
      Allowance for doubtful accounts                                                         2,817               2,000
      Asset valuation allowances                                                                  -               9,000
      Imputed interest on convertible debenture                                                   -               5,012
      Issuance of common stock and warrants for services                                      5,080                 300
      Changes in operating assets and liabilities:
        Accounts receivable - trade                                                         167,699            (163,545)
        Inventories                                                                         (22,662)             (3,348)
        Prepaid expenses                                                                      2,415              (1,689)
        Deposits                                                                                  -                 821
        Accounts payable                                                                    (40,699)             53,290
        Deferred revenue                                                                     18,601                   -
        Accrued expenses                                                                     18,677             125,164
                                                                                   ----------------    ----------------

          Net cash flows used in operating activities                                       (12,437)            (41,536)
                                                                                   ----------------    ----------------

Cash flows from investing activities:
  Purchases of property and equipment                                                          (345)             (2,146)
                                                                                   ----------------    ----------------

Cash flows from financing activities:
  Checks written in excess of bank balance                                                   (1,193)                428
  Proceeds from common stock                                                                      -                 200
  Borrowings on notes payable - stockholders                                                  3,000              53,000
  Repayments on notes payable - stockholders                                                      -              (5,000)
  Net borrowing on line of credit                                                            20,048                   -
  Principal payments on long-term debt                                                       (4,289)             (4,946)
                                                                                   ----------------    ----------------

          Net cash flows provided by financing activities                                    17,566              43,682
                                                                                   ----------------    ----------------

Net increase in cash                                                                          4,784                   -

Cash, beginning of year                                                                           -                   -
                                                                                   ----------------    ----------------

Cash, end of year                                                                  $          4,784    $              -
                                                                                   ================    ================

                                         See Notes to Financial Statements

                                                         22
</TABLE>
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


1.       Summary of Significant Accounting Policies
         ------------------------------------------
         Nature of Business
         ------------------

         Century Controls International, Inc. (the Company) was incorporated
         March 15, 1984 under the laws of the State of Utah. 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 (Loss)
         ---------------------------

         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 ended
         February 29, 2004 and February 28, 2003, net loss and comprehensive
         income (loss) were equivalent.

         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.

                                       23
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


1.       Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------
         Fair Value of Financial Instruments (Continued)
         -----------------------------------------------

             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 29, 2004 and
         February 28, 2003, 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.

         Property and Equipment
         ----------------------

         Property and equipment is 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 is 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.

         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 approximately as
         follows:

          2005                                          $  2,300
          2006                                             2,300
          2007                                             2,300
          2008                                             2,300
          2009                                             2,300
          Thereafter                                      10,543
                                                        --------
                                                        $ 22,043
                                                        ========

                                       24
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


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

         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.

                                                        2004           2003
                                                    -----------    -----------

         Weighted-average shares for basic EPS        4,763,635      4,587,745

         Incremental shares from assumed
           exercise of options and warrants                   -              -
                                                    -----------    -----------
         Adjusted weighted-average shares
           for diluted EPS                            4,763,635      4,587,745
                                                    ===========    ===========
         Loss available to common stockholders      $  (174,748)   $   (75,425)
                                                    ===========    ===========

         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 13).

         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.

                                       25
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


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

         Cash Concentrations
         -------------------

         The Company maintains its cash balances at two financial institutions.
         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. No such concentration existed at February 29,
         2004.

                                       26
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


1.       Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------
         Concentrations and Uncertainties (Continued)
         --------------------------------------------
             Major Customer
             --------------

             One customer accounted for 28.8% of the Company's sales in 2004 and
             27.8% of sales in 2003.

         Stock Based Compensation and Stock Options
         ------------------------------------------

         The Company has elected to follow Accounting Principles Board Opinion
         No. 25 (APB 25) and related interpretations in accounting for its
         employee stock options and warrants. Under APB 25, when the exercise
         price of employee stock options is equal to the estimated market price
         of the stock on the date of grant, no compensation expense is recorded.
         The Company has adopted the disclosure-only provisions of Statement of
         Financial Accounting Standards No. 123 (SFAS 123) with respect to
         employee stock options. Had compensation cost for the Company's
         stock-based compensation plans been recognized consistent with the fair
         value method of SFAS No. 123, the Company's net loss and net loss per
         basic and diluted share would have been reduced to the pro forma
         amounts indicated below for the year ended February 29, 2004:

         Net loss, as reported                                       $ (171,248)
         Add:  Stock-based compensation included in reported
           net income                                                     5,080
         Deduct:  Total stock-based employee compensation
           expense under fair value based method of all
           awards                                                        (7,511)
                                                                     ----------

         Pro forma net loss                                          $ (173,679)
                                                                     ==========

         As reported
         Basic                                                       $    (0.04)
         Diluted                                                     $    (0.04)
         Pro forma
         Basic                                                       $    (0.04)
         Diluted                                                     $    (0.04)


         Weighted average fair value of stock-based awards granted at fair
         market value during fiscal 2004 was $0.03.

                                       27
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


1.       Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------
         Stock Based Compensation and Stock Options
         ------------------------------------------

         In determining the compensation cost of stock option and warrant
         grants, as specified by SFAS No. 123, the fair value of each award has
         been estimated on the date of grant using the Black-Scholes option
         pricing model. The weighted average assumptions used in the calculation
         is summarized below: a risk-free interest rate of 3.5%, an expected
         life of four years, volatility of 86% and no expected dividend yield.

         Advertising
         -----------

         Advertising expenses are recognized in the period incurred. Advertising
         expenses totaled $1,472 in 2004 and $3,612 in 2003.

         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 2003 financial
         statements to conform to the 2004 presentation. These reclassifications
         had no net income effect.

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 remain
         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.

                                       28
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


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

         Inventories consisted of the following:
<TABLE>
<CAPTION>
                                                                               2004                2003
                                                                               ----                ----
         <S>                                                           <C>                   <C>
             Raw materials and work in process                         $         75,796      $        53,134
                                                                       ================      ===============

4.       Property and Equipment
         ----------------------

         Property and equipment consisted of the following:
<CAPTION>
                                                                               2004                2003
                                                                               ----                ----
         <S>                                                           <C>                   <C>
             Automobiles                                               $         16,694      $        33,202
             Furniture and equipment                                             21,005               20,631
                                                                       ----------------      ---------------
             Less accumulated depreciation                                      (31,136)             (42,226)
                                                                       ----------------      ---------------

                                                                       $          6,563      $        11,607
                                                                       ================      ===============

         Depreciation expense was $5,389 in fiscal year 2004 and $5,390 in
         fiscal year 2003.

5.       Patents
         -------

         Patents consisted of the following at February 29 and 28:
<CAPTION>
                                                                               2004                2003
                                                                               ----                ----
         <S>                                                           <C>                   <C>
             Patents                                                   $         32,880      $        19,880
             Accumulated amortization                                           (10,837)              (9,343)
                                                                       ----------------      ---------------
                                                                       $          9,043      $        10,537
                                                                       ================      ===============
</TABLE>

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

         Accounts payable in the accompanying financial statements includes:

             $105,189 of accounts payable in 2004 and $47,405 in 2003 borrowed
             on credit cards bearing interest at 17.49% to 19.80% per annum.

7.       Line of Credit
         --------------

         The Company has a line of credit with a bank that allows for borrowings
         up to $70,000. Interest is 4.75% above the Prime Rate (8.75% at
         February 29, 2004). There was $20,048 outstanding at February 29, 2004.

                                       29
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


8.       Notes Payable - Stockholders
         ----------------------------

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

                                               2004            2003
                                               ----            ----

           Beginning of year               $    73,100     $    25,100
           Borrowings                            3,000          53,000
           Repayments                                -          (5,000)
                                           -----------     -----------

           End of year                     $    76,100     $    73,100
                                           ===========     ===========

         These notes are unsecured, due on demand and bear interest at rates
         from -0-% to 10%. Interest expense relating to these loans was $1,400
         in 2004 and $1,924 in 2003. Accrued interest was $12,266 in 2004 and
         $10,806 in 2003.

         One of the notes for $12,000 is convertible into the Company's common
         stock at $0.25 per share. Including accrued interest at 10% this note
         is potentially convertible into 52,800 shares of the Company's common
         stock.

9.       Reimbursable Expenses - Stockholders
         ------------------------------------

         Reimbursable expenses - stockholders in the accompanying financial
         statements include:


         o        $81,895 in 2004 and $80,946 in 2003 borrowed from an
                  employee/stockholder on which the Company pays the interest on
                  the employee's underlying credit card indebtedness at 12.5%
                  per annum.

         o        $27,490 in 2004 and $33,328 in 2003 due the Company's
                  president for unreimbursed expenses incurred on the Company's
                  behalf.

                                       30
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


10.      Long-Term Debt
         --------------
<TABLE>
<CAPTION>
                                                                                        2004             2003
                                                                                        ----             ----
         <S>                                                                         <C>              <C>
         Long-term debt consisted of the following:

           Convertible note payable, (see Note 12)- 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      $   100,000

           Note payable - bank, payable in monthly installments of $412
             including interest at 10.12%, secured by automobile, final payment
             February 2004.                                                                    -            4,289
                                                                                     -----------      -----------
                                                                                         100,000          104,289
           Less current portion                                                          100,000          104,289
                                                                                     -----------      -----------
                                                                                     $         -      $         -
                                                                                     ===========      ===========
</TABLE>

         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; however, the Company has
         continued to negotiate settlement terms. The note is convertible into
         400,000 shares of common stock.

11.      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 ending February 28:
                      2005                                   $ 10,350
                      2006                                      6,038

         Rent expense charged to operations was $16,586 in 2004 and $15,533 in
         2003.

                                       31
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


12.      Stockholders' Equity
         --------------------

         Employee and Director Warrants:
         -------------------------------

         During fiscal 2004, the Company issued warrants to employees and
         directors to purchase 231,000 shares of common stock at $0.25 per
         share. These warrants vested on the date of issuance and expire on
         December 31, 2007.

         Other Warrants:
         ---------------

         During fiscal 2004, the Company issued a warrant to purchase 400,000
         shares of common stock at $0.25 per share to its Chief Executive and
         Financial Officer for a patent held by the Chief Executive and
         Financial Officer. The Company determined the fair value of the warrant
         was $13,000 using the Black-Scholes option pricing model. The weighted
         average assumptions used in the calculation is summarized below: a
         risk-free interest rate of 3.5%, an expected life of four years,
         volatility of 86% and no expected dividend yield. The fair value of
         this warrant was capitalized to patents. The warrant expires December
         31, 2007.

         Warrants to purchase 400,000 shares of common stock for $0.25 per share
         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 $0.32 per share and exercisable through
         January 10, 2006.

                                       32
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


         A summary of the status of the Company's outstanding stock options and
         related changes for fiscal 2004 and 2003 is presented below:

                                                                  Weighted
                                                                  Average
                                                                  Exercise
                                                  Shares           Price
                                              --------------    -------------

         Outstanding at February 28, 2002           480,000        $    0.25

         Granted                                          -                -
         Exercised                                        -                -
         Canceled                                         -                -
                                              --------------    -------------
         Outstanding at February 28, 2003           480,000             0.25
         Granted                                    631,000             0.25
         Exercised                                        -                -
         Canceled                                         -                -
                                              --------------    -------------
         Outstanding at February 29, 2004         1,111,000        $    0.25
                                              ==============    =============


         All options and warrants were exercisable as of February 29, 2004. The
         weighted average remaining contractual life as of February 29, 2004 for
         all options and warrants was 2.45 years.

                                       33
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


13.      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.

         The reconciliation between expected federal income tax rates is as
         follows:
<TABLE>
<CAPTION>
                                                   2004                            2003
                                        ----------------------------  ------------------------------
                                           Amount        Percent          Amount           Percent
                                           ------        -------          ------           -------
         <S>                            <C>              <C>           <C>                 <C>
         Expected federal tax           $  (58,300)      (34.0)%       $  (25,600)         (34.0)%
         Surtax exemption                   26,800        15.6             11,800           15.6
         State income tax, net
           of federal tax
           benefit                          (4,800)       (2.8)            (2,100)          (2.8)
         Valuation and utilization
           of deferred tax assets
           and carryforwards                36,300        21.2             15,900           21.2
                                        ----------       -----         ----------          -----

                                        $        -           -%        $        -              -%
                                        ==========       =====         ==========          =====
</TABLE>

                                       34
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


13.      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:

                                                        2004            2003
                                                        ----            ----
           Deferred tax assets:
             Allowance for doubtful accounts         $   3,400       $   3,400
             Inventory valuation allowance              39,000          39,000
             Patent valuation allowance                  3,400           3,400
             Intangible assets                          39,000          39,000
             Warranty accrual                            1,000           1,000
             Carryforwards                             423,300         387,000
                                                     ---------       ---------
           Gross deferred tax asset                    509,100         472,800
           Valuation allowance                        (508,100)       (471,800)
                                                     ---------       ---------
           Net deferred tax asset                        1,000           1,000
           Deferred tax liability:
             Accumulated depreciation                   (1,000)         (1,000)
                                                     ---------       ---------

           Net deferred tax asset (liability)        $       -       $       -
                                                     =========       =========

         At February 29, 2004, the Company's wholly-owned subsidiary, Century
         Controls, Inc. has carryforwards available to offset its future taxable
         income as follows:

                                                    Federal            State
                                                      NOL               NOL
                                                  ---------         ---------

           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
           2019                                     150,000           150,000
                                                 ----------        ----------
                                                 $1,154,000        $  811,000
                                                 ==========        ==========

         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.

                                       35
<PAGE>

                      CENTURY CONTROLS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


14.      Supplemental Cash Flow Disclosures
         ----------------------------------

                                                         February 28,
                                                  2004                   2003

         Interest paid                          $  29,255              $  28,644
                                                =========              =========





                                       36