<PAGE>
                   U. S. Securities and Exchange Commission
                            Washington, D.C. 20549

                                Form 10-KSB/A
                                 (Mark One)

      |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
            For the fiscal year ended December 31, 2000

      |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
            For the transition period from __________ to __________

                       Commission file number 2-90519
                                  -------
                         CENTURY LABORATORIES, INC.
               (Name of small business issuer in its charter)

                Delaware                                 72-0510027
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                  612 Bobelaine Drive, Santa Rosa, CA 95405
             (Address of principal executive offices) (Zip Code)

                  Issuer's telephone number: (707) 935-6945

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

        Securities registered under Section 12(g) of the Exchange Act:
                  Common Stock, par value $0.001 per share
                              (Title of Class)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No | |

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained 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/A or any amendment to this Form 10-KSB/A. |X|

      State issuer's revenues for its most recent fiscal year: $0.00

      The aggregate market value of the Common Stock held by non-affiliates of
the registrant on December 31, 2000 (computed by reference to the average bid
and asked prices of such stock on such date) was $$20,307.00 at $0.07 per
share.

      On December 31, 2000, 1,100,650 shares of Common Stock, $0.001 par
value, of the registrant were outstanding.  On the date of this filing, there
were 1,110,650 shares of the registrants' Common Stock, $0.001 par value,
issued and outstanding.

Transitional Small Business Disclosure Format (check one):  Yes |_| No |X|

                                     -1-
<PAGE>
      This Report on Form 10-KSB/A and the other periodic reports of Century
Laboratories, Inc. (the "Company" or "Corporation")and other documents
incorporated by reference or incorporated herein as exhibits, may contain
forward-looking statements that involve risks and uncertainties.  Our
Company's actual results may differ materially from the results discussed in
the forward-looking statements.  Factors that might cause such a difference
include, but are not limited to, our Company's ability to locate an
acquisition candidate or another entity which may combine its operations with
it, our Company's ability and those of management to manage growth, if any,
the substantial dilution that could be experienced by existing shareholders of
our Company with a potential acquisition with another entity in view of the
fact that our Company's current operations have essentially ceased.

                                     -2-
<PAGE>
                              TABLE OF CONTENTS

PART I                                                                PAGE
                                                                      ----

ITEM 1.   DESCRIPTION OF BUSINESS                                     4

ITEM 2.   DESCRIPTION OF PROPERTY                                     5

ITEM 3.   LEGAL PROCEEDINGS                                           5

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         5

PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS                                         5

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS                        6

ITEM 7.   FINANCIAL STATEMENTS                                        8

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH
          ACCOUNTANTS                                                 8

PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS                                         9

ITEM 10.  EXECUTIVE COMPENSATION                                      9

ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS                     9

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS              10

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                            10

INDEX TO EXHIBITS                                                     10

SIGNATURES                                                            11

                                     -3-
<PAGE>
PART I

Item 1. Description of Business.

General.

Our Company was originally formed as a Delaware corporation in 1958 under the
name Carrtone Laboratories, Inc.  We engaged in the licensing of patents held
by our Company, collecting royalties on a patent and exploiting and acquiring
other patents and inventions including those related to heart disease
treatment, cancer treatment and asthma treatment technologies.

After pursuing our business and finding the results unsuccessful, we allowed
our patents to lapse and discontinued business operations.  We eventually
became inactive and lacked the funds to maintain any operations.  Our
corporate charter was thereafter revoked on February 28, 1994, by the State of
Delaware for our failure to file franchise tax reports and pay the required
taxes.

We underwent an internal management restructuring in early 1998.  On August
18, 2000, Edwin Mendlinger resigned as President, Vice-President, Treasurer
and Director of the Company and on August 18, 2000, Louis Birner resigned as
Secretary and Director of the Company.

On August 18, 2000, Robert Bryan was appointed as President, Vice-President,
Treasurer, Secretary and Director of the Company.

All non-remitted franchise taxes on behalf of our Company have been paid.  We
filed a Certificate of Renewal and Revival of Certificate of Incorporation
pursuant to Section 312 of the General Corporation Law of the State of
Delaware, resulting in the reinstatement of our corporate charter on March 16,
1999.  We are currently searching for a merger or other possible business
transaction with a suitable privately held company.

We were de-listed from the NASD Bulletin Board because we failed to file our
periodic reports with the Securities and Exchange Commission.  However, we
have recently updated our SEC reporting in order to become potentially
attractive to a privately held company interested in becoming a publicly held
company, without the costs and the time incurred in publicly distributing its
securities.

Proposed Business.

We intend to restructure ourselves in order to be used as a "public shell" for
a suitable privately held company with both a business history and operating
assets that has the intention to become public.  We do not intend to combine
with a privately held company determined to be an investment company which
would then subject our Company to the Investment Company Act of 1940, as
amended.

We believe a privately held company intending to merge, consolidate or
reorganize with us will have the advantage of acquiring an ownership interest
in a public company without the costs and the time that would be incurred when
conducting an initial public offering.

We believe that the process of selecting a suitable privately held company and
the subsequent merger or business transaction with us to become a public
company may be extremely complex and risky. In our search for a suitable
privately held company to merge with us, we are determined to consider only
entities, which we believe, have growth opportunities.

We currently have little revenues and own very limited assets. We have no
viable operations.  During the fiscal period ended May 31, 2000, our Company
received a nonrefundable deposit of approximately $45,000 pursuant to the
terms set forth in a purchase agreement to acquire certain shares of capital
stock in our Company.  The deposit was turned over to our Company as
liquidated damages when the other party defaulted on the proposed purchase.
We will continue to seek a sale or business combination transaction.

                                     -4-
<PAGE>
Because we have limited revenues we may be unable to satisfy any liabilities
incurred prior to the combination with a privately held company.  If
negotiations and transactions fail prior to a successful consummation, we may
not be able to continue to pursue new business opportunities with other
privately held companies.  If this occurs, it is foreseeable that our
Company's common stock may become worthless and our stockholders may receive,
if any, a nominal distribution, upon our Company's liquidation and
dissolution.

We can not predict the resulting value of the merger or business transaction
for the owners of the privately held company selected for a business
combination.  The privately held company selected for the business combination
may incur significant expenses and costs associated with the business
combination including legal, accounting and administrative fees and expenses.

Item 2. Description of Property.

We are currently utilizing office space without charge at 612 Bobelaine Drive,
Santa Rosa, CA 95405.  The size of the space being utilized by us is quite
small in view of the fact that we are presently inactive.  At such time as we
commence to conduct active business, or merge or otherwise combine with
another entity engaged in business, our needs will no longer be met by this
arrangement and we will have to acquire alternate premises, which we believe
will be available in the San Francisco metropolitan region on reasonable terms
to suit our needs.

Item 3. Legal Proceedings.

We are not aware of any material pending legal proceeding to which we are a
party or of which any of our property is the subject.  We are not aware of our
Company's involvement in violations of Federal, State or local statutes or
ordinances with environmental protection.

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

No matters were submitted during the fourth quarter of the fiscal year covered
by this report to a vote of security holders.

Part II

Item 5. Market for Common Equity and Related Stockholder Matters.

Our Company's Common Stock is traded over the counter and is not listed on any
national or regional exchange.  During the fiscal years ended May 31, 1999 and
2000, the price of our Common Stock was quoted on the "pink sheets" published
by the National Quotation Bureau, LLC (ticker symbol: "CNLB").  The "pink
sheets" is an unorganized over-the-counter market that provides significantly
less liquidity than established stock exchanges or the Nasdaq National Market,
or the NASDAQ Bulletin Board.  Quotes for stocks included in the "pink sheets"
are not listed in the financial sections of newspapers as are those for
established stock exchanges and the Nasdaq National Market.  Our Company is
unable to determine whether such quotations are sufficient to constitute an
"established public trading market" for our Company's Common Stock.  It is our
Company's understanding that in addition to quotations appearing in the "pink
sheets", dealers have from time to time otherwise given bid and asked
quotations for our Company's Common Stock.

                                     -5-
<PAGE>
The following table sets forth the range of high and low bid prices that have
been provided to our Company for each of the quarters for the fiscal years
ended May 31, 1999 and 2000.  These prices as so quoted are by dealers to each
other without retail mark-ups, mark-downs or commissions and do not represent
actual transactions.
<TABLE>
<CAPTION>
 Fiscal Year Ended          Prices        Fiscal Year Ended        Prices
    May 31, 1999        High      Low     December 31, 2000    High      Low
    ------------        ----      ---        ------------      ----      ---
<C>                     <C>       <C>      <C>                 <C>       <C>
First Quarter           .02       .02      First Quarter       .031      .02
Second Quarter          .02       .02      Second Quarter      .150      .02
Third Quarter           .02       .02      Third Quarter       .250      .02
Fourth Quarter          .02       .02      Fourth Quarter      .260      .03

</TABLE>
As of December 31, 2000, there were 2,535 holders of Common Stock of our
Company.

Our Company has paid no dividends with respect to our Common Stock during the
past two fiscal years.  Our Company is not subject to any restriction (other
than non-contractual business considerations) affecting its present or future
ability to pay dividends with respect to our Common Stock.  However, our
Company does not presently have any plans to pay dividends in the foreseeable
future.

Reverse Split.

On November 27, 2000, the Company enacted a 1 to 20 stock reverse split.  The
Corporation believes that it is necessary to effectuate this reverse split in
order to avoid the continued depression of the Corporation's stock price and,
in order to secure financing which must be obtained for the Corporation to
continue to exist as a going concern.  Prior to the 1:20 reverse split, the
Company had 10,000,000 shares of its Common Stock issued and outstanding.  As
a result of the 1:20 reverse split, the Company had 500,650 shares of its
Common Stock issued and outstanding.  The 650 shares
are a result of the Company "rounding up" fractional shares.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Discussion of Financial Condition.

We currently have little revenue and own limited assets.  We have no viable
operations.  During the fiscal period ending May 31, 2000, our Company
received a nonrefundable deposit of approximately $45,000 pursuant to terms
set forth in a purchase agreement to acquire certain shares of capital stock
in our Company.  The deposit was turned over to our Company as liquidated
damages when the other party defaulted on the proposed purchase.  Our Company
will continue to seek a sale or a business combination transaction.  No
prediction of the future financial condition of our Company can be made.  By
virtue of being a small business filer and having revenues for only one of the
last two fiscal years, we are providing our Company's Plan of Operation.

On July 3, 2000, the Company entered into a Stock Purchase Agreement with
Robert Bryan, whereupon, among other things, Robert Bryan and/or Assigns,
acquired 4,766,320 of newly issued shares of the Company's common stock
resulting in 10,000,000 shares being issued and outstanding, in return for
$200,000 or, at a price of $0.042 per share.  This transaction was consummated
on July 21, 2000.

On August 21, 2000, the Company increased its authorized number of shares from
10,000,000 shares of common stock to 65,000,000 shares of common stock at
$0.001 par value and, 1,000,000 shares of preferred stock to 10,000,000 shares
of preferred stock at $0.001 par value.

                                     -6-
<PAGE>
On November 27, 2000, the Company enacted a 1 to 20 stock reverse split.  The
Corporation believed that it was necessary to effectuate the reverse split in
order to avoid the continued depression of the Corporation's stock price and,
in order to secure financing which must be obtained for the Corporation to
continue to exist as a going concern.  This split reduced the outstanding
shares from 10,000,000 to 500,650, including fractional share issuances. The
financial statements have been restated to reflect the stock split.

Plan of Operation.

Within the next twelve months, we intend to restructure ourselves in order to
be used as a "public shell" for a suitable privately held company with both a
business history and operating assets that has the intention to become public.
We do not intend to combine with a privately held company determined to be an
investment company that would then subject our Company to the Investment
Company Act of 1940, as amended.  We believe a privately held company will
combine with our "public shell" in either a merger, consolidation,
reorganization, or any other form that will subsequently create a publicly
held company when the two companies combine.

We believe a combination will create the advantage of acquiring an ownership
interest in a public company without the costs or the time that would be
incurred when conducting an initial public offering.

We believe that the process of selecting a suitable privately held company and
the subsequent merger or business transaction with us to become a public
company may be extremely complex and risky.  In our search for a suitable
privately held company to combine with us, we are determined to consider only
companies we believe have growth potential and opportunities.  There may be
significant changes in the number of our employees if a business combination
occurs.  Because we will rely on the information as provided by the management
of the potential company, there may be information concerning the potential
company that we may not have discovered through our own investigative research
of the management, key personnel, financial structure and facilities, or there
may be information which might have been concealed by the potential company.

We will continue to seek a sale or business combination transaction.  We
cannot predict the future financial condition of our Company.  We may be
unable to satisfy any liabilities incurred prior to the combination with a
privately held company.  If negotiations and transactions fail prior to a
successful consummation, we may not be able to continue to pursue business
opportunities with other privately held companies.  If this occurs, it is
foreseeable that our Company's Common Stock may become worthless and our
stockholders may receive a nominal distribution, if any, upon our Company's
liquidation and dissolution.

We cannot predict the resulting value of a merger or business transaction for
the owners of the privately held company selected for the business
combination.  The privately-held company selected for the business combination
may incur significant expenses and costs associated with the business
transaction including legal, accounting and administrative fees and expenses.
Further, it may be difficult for the combined companies to afford marketing
campaigns, new developments or the ability to manufacture, if any.

We also cannot provide any assurance that the combined company will be able to
receive additional equity or debt financing or funding from a third-party if
the combined company subsequently requires it.

                                     -7-

<PAGE>
Under Delaware Law our Certificate of Incorporation permits our Board of
Directors to issue up to 1,000,000 shares of "blank check" preferred stock.
Our Board of Directors also has the authority to determine the price, rights,
preferences, privileges and restrictions of those shares without any further
vote or action by our stockholders. If we issue preferred stock with voting
and conversion rights, the rights of our common stockholders could be
adversely affected by, among other things, the loss of their voting control to
others.  Any additional issuances could also delay, defer or prevent a change
in control of our Company, even if these actions would benefit our
stockholders.

Accordingly, our Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the rights of holders of
our Common Stock.

On December 4, 2000, the Company's Board of Directors decided to change the
Corporation's fiscal year end from August 31st to December 31st effective for
the year 2000.

Results of Operations

The Company's Total Liabilities and Stockholder's Equity for the seven months
ended December 31, 2000 was $8,097 as set forth on Page F-1 of the Company's
Balance Sheet December 31, 2000 (Restated) as opposed to Total Liabilities
and Stockholder's Equity for August 31, 1999 (Restated), which was $0.00.
The Statement of Expenses, set forth on Page F-3 of the attached Financial
Statements, shows a net loss of $178,961 for the seven months ended December
31, 2000.  These losses are directly attributed to the Company's
administrative expenses.  The Net Loss for the twelve months ended May 31,
2000 was $(22,942).  The Net Loss per common share was $(.281) for the seven
months ended December 31, 2000 compared to $(.013) per share for the seven
months ended December 31, 1999 and, $(.088) for the 12 months ended May 31,
2000.

Capital Resources and Liquidity

In July 2000, the Company sold 238,315 shares of common stock for
approximately $.65 per share for a total value of $155,000.  In October 2000,
the Company sold 350,000 shares of common stock for $.04 per share for a total
value of $14,000.

In October 2000, the Company issued 250,000 shares of common stock for
services valued at $.04 per share for a total value of $10,000.  In December
2000, the Company issued 10,000 shares of common stock for services valued at
$.04 per share for a total value of $400.

Item 7. Financial Statements.

On December 19, 2000, the Company changed its fiscal year end from May 31 to
December 31.  The Independent Auditor's Report and financial statements for
December 31, 2000 are filed as part of this report and start on
page F-1.  The Company is filing as Exhibits with this 10-KSB/A restated
financials for August 31, 2000, March 31, 2001 and, June 30, 2001, and are
listed in the "Index to Exhibits" on page 10 of this report.

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

The Registrant has changed its certifying accountant from David Suss, CPA to
Malone & Bailey, PLLC, 5444 Westheimer Rd., #2080, Houston, Texas 77056 on
August 15, 2001.  The report of David Suss, CPA for the past two years has not
contained an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.  The
accounting firm of David Suss, CPA was terminated but there have been no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.  Malone & Bailey, PLLC
was not consulted on accounting policies or on any accounting transaction
prior to their engagement.  The change of auditors was approved by the
Corporation's Board of Directors.  On August 30, 2001, the Company received a
Letter of Consent from the Company's previous auditor, David Suss, CPA,
regarding the Company's change in accountancy, which is incorporated herein by
this reference to the Company's 10-QSB, filed by the Company with the
Securities and Exchange Commission on September 5, 2001 and again, by the
Company's 10-QSB/A, filed on September 19, 2001.

                                     -8-
<PAGE>
<TABLE>
<CAPTION>
                    CENTURY LABORATORIES, INC.
                          BALANCE SHEET
                        December 31, 2000
                           (Restated)

     ASSETS
<S>                                                            <C>
Cash                                                           $     8,097
                                                               ===========


     LIABILITIES

Note payable to shareholder                                    $     5,100
                                                               -----------
     Total Liabilities                                               5,100
                                                               -----------

     STOCKHOLDERS' EQUITY

Preferred stock, $.001 par, 10,000,000 shares
     authorized, 0 shares issued and outstanding
Common stock, $.001 par, 65,000,000 shares
     authorized, 1,110,650 shares issued and
     outstanding                                                     1,111
Additional paid in capital                                       7,563,399
Retained deficit                                                (7,561,513)
                                                               -----------
          Total Stockholders' Equity                                 2,997
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $     8,097
                                                               ===========

</TABLE>













         See accompanying summary of accounting policies
                and notes to financial statements.

                              F-1
<PAGE>
<TABLE>
<CAPTION>
                    CENTURY LABORATORIES, INC.
                      STATEMENTS OF EXPENSES
   For the Seven Months Ended December 31, 2000 and 1999 and
             the Twelve Months Ended May 31, 2000
                           (Restated)

                                                      7 Months            7 Months            12 Months
                                                        Ended               Ended                Ended
                                                       Dec. 31,            Dec. 31,             May 31,
                                                         2000                1999                2000
                                                      ---------           ---------           ---------
<S>                                                   <C>                 <C>                 <C>
Administrative expenses                               $ 178,961           $   3,470           $  22,942
                                                      ---------           ---------           ---------
Net loss                                              $(178,961)          $  (3,470)          $ (22,942)
                                                      =========           =========           =========

Net loss per common share                             $(   .281)          $  ( .013)          $ (  .088)

Weighted average common
  shares outstanding                                    637,476             261,685             261,685


</TABLE>













         See accompanying summary of accounting policies
                and notes to financial statements.

                              F-2
<PAGE>
<TABLE>
<CAPTION>
                   CENTURY LABORATORIES, INC.
         STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
   For the Seven Months Ended December 31, 2000 and 1999 and
              the Twelve Months Ended May 31, 2000
                           (Restated)


                                                                        Additional
                                  ----Common Stock----      Paid In      Retained
                                   Shares        Par        Capital       Deficit        Total
                                 ---------    --------    ----------    -----------    ---------
<S>                              <C>          <C>         <C>           <C>            <C>
Balance
 May 31, 1999                    5,233,694    $ 52,337    $7,287,773    $(7,359,610)   $( 19,500)

20 for 1 reverse
 stock split                    (4,972,009)    (49,720)       49,720
Change in par value
 from $.01 to $.001                            ( 2,355)        2,355
                                 ---------    --------    ----------    -----------    ---------
Restated Balance
 May 31, 1999                      261,685         262     7,339,848     (7,359,610)    ( 19,500)

Contribution to capital                                       45,000                      45,000
Net (loss)                                                               (    3,470)    (  3,470)
                                 ---------    --------    ----------    -----------    ---------
Balance
 December 31, 1999                 261,685         262     7,384,848     (7,363,080)      22,030

Net (loss)                                                               (   19,472)    ( 19,472)
                                 ---------    --------    ----------    -----------    ---------
Balance
 May 31, 2000                      261,685         262     7,384,848     (7,382,552)       2,558

Issuance of stock
 - for cash                        588,315         588       168,412                     169,000
 - for services                    260,000         260        10,140                      10,400
 - fractional shares
    for rounding                       650           1            (1)                          1
Net (loss)                                                               (  178,962)    (178,962)
                                 ---------    --------    ----------    -----------    ---------
Balance
 December 31, 2000               1,110,650    $  1,111    $7,563,399    $(7,561,514)   $   2,997
                                 =========    ========    ==========    ===========    =========

</TABLE>






         See accompanying summary of accounting policies
                and notes to financial statements.

                              F-3
<PAGE>
<TABLE>
<CAPTION>
                   CENTURY LABORATORIES, INC.
                     STATEMENTS OF CASH FLOWS
   For the Seven Months Ended December 31, 2000 and 1999 and
              the Twelve Months Ended May 31, 2000


                                            7 Months             7 Months             12 Months
                                              Ended                Ended                Ended
                                             Dec. 31,             Dec. 31,              May 31,
                                               2000                 1999                 2000
                                            ---------            ---------            ---------
<S>                                         <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                    $(178,961)           $ ( 3,470)           $ (22,942)
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Stock issued for services                    10,400
  Accounts payable                                                 (19,500)             (19,500)
                                            ---------            ---------            ---------
NET CASH USED BY OPERATING ACTIVITIES        (168,561)             (22,970)             (42,442)
                                            ---------            ---------            ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Note payable to shareholder                   5,100
  Proceeds from sales of stock                169,000               45,000               45,000
                                            ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES      174,100
                                            ---------            ---------            ---------
NET CHANGE IN CASH                              5,539               22,030                2,558

     Cash balance, beginning                    2,558                    0                    0
                                            ---------            ---------            ---------
     Cash balance, ending                   $   8,097            $  22,030            $   2,558
                                            =========            =========            =========

</TABLE>

















         See accompanying summary of accounting policies
                and notes to financial statements.

                              F-4
<PAGE>
                    CENTURY LABORATORIES, INC.
                  NOTES TO FINANCIAL STATEMENTS
                           (Restated)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business.  Century Laboratories, Inc. (the "Company") was originally
incorporated as Carrtone Laboratories, Inc. in 1958 under the laws of the
State of Delaware.  Currently, the Company is an inactive Delaware
Corporation.

Estimates and assumptions that affect amounts reported are used by management
to prepare these financial statements and accompanying footnotes in conformity
with generally accepted accounting principles.  Actual results could differ
from those estimates.

Cash and Cash Equivalents.  For purposes of the statements of cash flows, the
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

Income taxes.  The Company recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax bases of assets
and liabilities using the enacted tax rates and laws that are expected to be
in effect when the differences are expected to be recovered.  The Company
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.

Loss per common share is calculated by dividing the net loss by the weighted
average shares outstanding.  There are no dilutive securities.

Stock options and warrants.  The Company accounts for stock options and
warrants issued to employees in accordance with Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees.  For financial
statement disclosure purposes and issuance of options and warrants to non-
employees for services rendered, the Company follows statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation.


NOTE 2 NOTE PAYABLE STOCKHOLDER

A major stockholder has loaned the Company $5,100 as of December 31, 2000.
The note is payable on demand and carries no interest.


NOTE 3 CHANGE IN PAR VALUE & REVERSE STOCK SPLIT

On October 26, 2000, the Company changed its par value from $.01 per share to
$.001 per share.  The financial statements have been restated to reflect this
change.

On November 30, 2000, the Board of Directors authorized a 20 for 1 reverse
stock split.  This split reduced the outstanding shares from 10,000,000 to
500,650, including fractional share issuances.  The financial statements have
been restated to reflect the stock split.


                              F-5
<PAGE>
NOTE 4 ISSUANCE OF COMMON STOCK

In July 2000, the Company sold 238,315 shares of common stock for
approximately $.65 per share for a total value of $155,000.  In October 2000,
the Company sold 350,000 shares of common stock for $.04 per share for a total
value of $14,000.

In October 2000, the Company issued 250,000 shares of common stock for
services valued at $.04 per share for a total value of $10,000.  In December
2000, the Company issued 10,000 shares of common stock for services valued at
$.04 per share for a total value of $400.


                              F-6
<PAGE>





                  INDEPENDENT AUDITORS REPORT


To the Board of Directors
   Century Laboratories, Inc.
   Los Angeles, California

We have audited the accompanying balance sheets of Century Laboratories, Inc.,
as of December 31, 2000, and the related statements of expenses, stockholders
equity (deficit), and cash flows for the seven months ended December 31, 2000
and 1999, and the year ended May 31, 2000.  These 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 audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the 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 financial statements referred to above present fairly, in
all material respects, the financial position of Century Laboratories, Inc.,
as of December 31, 2000, and the results of its operations and its cash flows
for the seven months ended December 31, 2000 and 1999, and the year ended May
31, 2000 in conformity with accounting principles generally accepted in the
United States.


MALONE & BAILEY, PLLC
Houston, Texas

August 16, 2001



                              F-7
<PAGE>
PART III

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

The following table contains information regarding the Executive Officers and
Directors of our Company:
<TABLE>
<CAPTION>
Name             Age          Position                     Director since:
------------------------------------------------------------------------------
<S>              <C>          <C>                          <C>
Robert Bryan     50           President, Secretary,        August 18, 2000
                              Treasurer & Director
</TABLE>
The following is a brief description of the business experience for the past
five years of our Company's Executive Officers and Directors:

Robert Bryan, a native of St. Louis, Missouri and attended Florissant Valley
Jr. College from 1969-1971, where he studied art and graphic design.  Mr.
Bryan currently resides in the San Francisco, California area, has been a
professional studio artist for over 20 years and founded his own art studio,
Bryan Design, in 1989.  Mr. Bryan's studio produces fins and commercial art
products, including sculpture and paintings.

Item 10. Executive Compensation.

Robert Bryan, the President, Secretary, Treasurer & Director has received
compensation on October 2, 2000 he received $5,702.00 and October 20, 2000 he
received $4,439.00 for services rendered during his tenure.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth as of December 31, 2000, certain information
with regard to each person known by our Company to own beneficially 5% or more
of our Company's Common Stock, as well as the Common Stock ownership of the
all the executive officers and Directors of our Company as a group.  Unless
otherwise stated, the persons named in the table have sole voting and
investment power with respect to all Common Stock shown as beneficially owned
by them.
<TABLE>
<CAPTION>
Name and Address            Common Stock        Percent of Beneficial Owner(1)
------------------------------------------------------------------------------
<S>                         <C>                 <C>
Bryan Design (2)               548,316                       50%
P.O. Box 3588
Santa Rosa, CA 95402

Edwin Mendlinger               262,225                       24%
160 East 65th Street,
Apt. 12F
New York, New York 10021

All Directors and Officers        0                            0
as a Group (one person)(2)

</TABLE>
(1) Based on 1,100,650 shares outstanding as of December 31, 2000.
(2) Robert Bryan, the Company's President and sole Director, is the owner and
    operator of Bryan Design.

                                     -9-
<PAGE>
Item 12. Certain Relationships and Related Transactions.

On July 3, 2000, the Company entered into a Stock Purchase Agreement with
Robert Bryan, whereupon, among other things, Robert Bryan and/or Assigns,
acquired 4,766,320 of newly issued shares of the Company's common stock
resulting in 10,000,000 shares being issued and outstanding, in return for
$200,000 or, at a price of $0.042 per share.  This transaction was consummated
on July 21, 2000.

Robert Bryan, the Company' President and sole Director, is the owner and
operator of Bryan Design, which owns 548,316 shares of the Company's common
stock or, 50%.

Item 13. Exhibits and Reports on Form 8-K.



                             INDEX TO EXHIBITS

SEC Ref. No.      Page No.
------------      --------
Ex-17 *              12          Resignation of Officers and Directors

Ex-17.1 *            13          Acceptance of New Officers

Ex-99.1              14          Restated Financials for August 31, 2000

Ex-99.2              18          Restated Financials for March 31, 2001

Ex-99.3              22          June 30, 2001 Financials


*   The listed exhibits are incorporated herein by this reference to the
Current Report on Form 8-K, filed by the Company with the Securities and
Exchange Commission on December 15, 2000.




                                     -10-
<PAGE>
                                  SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized this 20th day of
September, 2001.

CENTURY LABORATORIES, INC.

       /S/ ROBERT BRYAN
/s/_______________________________________
By: Robert Bryan, President


                                     -11-