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

                                   Form 10-KSB
(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,  2001
|_|   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.)

                          730 2nd Street
                      Santa Rosa, CA 95402-3588
         (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 nondisclosure 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|

     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,
2001 estimated on the basis of the trading range of the
stock for year and the fact that no stock has traded
since November17,2001 was $21,007.at
an estimated value of  $0.07 per share.

     On December 31, 2001, 1,110,650 shares of
Common Stock, $0.001 par value, of the registrant
were outstanding.

Documents  incorporated  by  reference:  None

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


     This  Report on Form 10-KSB 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 th fact
that our Company's current operations have essentially
ceased.




        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                               16


PART  III

ITEM  9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
            AND CONTROL PERSONS                        16

ITEM  10.     EXECUTIVE COMPENSATION                    16

ITEM  11.     SECURITY OWNERSHIP OF BENEFICIAL OWNERS   16

ITEM  12.     CERTAIN RELATIONSHIPS AND
             RELATED TRANSACTIONS                    17

ITEM  13.     EXHIBITS AND REPORTS ON FORM 8-K            17

INDEX TO EXHIBITS                                    17

SIGNATURES                                                18



                      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 elected as President,
Vice-President, Treasurer, Secretary and Director of the
Company.

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.  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.  We will continue to seek a sale
or business combination transaction.

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 the office of our Company's  President
at 730 2nd Street Santa Rosa, CA 95402-3588. 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.



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. The
symbol for the stock was changed to "CYLI" on May 1, 2001.

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 year ended December
31, 2001.  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.
This information was obtained from America Online.
There have been no reported trades since November 12,
2001.

Fiscal Year Ended                      Prices
December 31, 2001                  High      Low
    ------------                   ----      ---
First  Quarter                     .08       .13
Second  Quarter                    .06       .50
Third  Quarter                     .20       .73
Fourth  Quarter                    .73       .00

As of December 31, 2001, there were 2,527 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 30,  2000, the Company enacted a 20 to 1
stock reverse split. We  believed that it was necessary
to effectuate this reverse split in order to avoid the
continued depression of our 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 20:1 reverse split, the Company had
10,000,000 shares issued and outstanding.  As a
result of the 20:1 reverse split, the Company had
500,650 shares issued and outstanding including the
rounding up of 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.  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.

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 October 26, 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.

On  November 30, 2000, the Company enacted a 20 to
1 stock reverse split.  We believed that it was
necessary to effectuate this reverse split in
order to avoid the continued depression of our stock
price and, in order to secure financing which must be
obtained for the Company to continue to exist as a going
concern. Prior to the 20:1 reverse split, the Company had
10,000,000  shares issued and outstanding.  As a result
of the 20:1 reverse split, the Company had 500,600
shares issued and  outstanding including the rounding
up of fractional shares.

Plan  of  Operation.

Within the next twelve months, we intend to market our
company as a "public shell" to be available for merger
with 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.

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, cnversion, 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
changed 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" as of 12/31/2001 was $ 36 as set forth on the
attached Financial statements. The "Statement  of
Expenses", set forth on th attached Financial
Statements, shows a net loss of $ 30,561 for the
twelve months ending 2001.

Capital  Resources  and  Liquidity

The Company has no capital resources. At the current time
there is no trading of the stock and thus there is no
liquidity for any person owning shares of the Company.

Item  7.  Financial  Statements.

The  Independent Auditor's Report and financial statements
listed in the accompanying index are filed as part of
this report.






                           CENTURY LABORATORIES, INC.
                              FINANCIAL STATEMENTS
                     FOR THE YEAR ENDING DECEMBER 31, 2001






                   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 year ended December 31, 2001 and the
seven months ended December 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 year ended December 31, 2001 and the seven months
ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

February 22, 2002

<PAGE>
<TABLE>             CENTURY LABORATORIES, INC.
                          BALANCE SHEET
                        December 31, 2001


     ASSETS

                                               <c>
Cash                                                           $        36
                                                               ===========


     LIABILITIES

Note payable to shareholder                                    $    25,800



     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                                       7,565,199
Retained deficit                                                (7,592,074)
                                                               -----------
          Total Stockholders' Equity                            (   25,764)
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $        36
                                                               ===========


<PAGE>
                    CENTURY LABORATORIES, INC.
                      STATEMENTS OF EXPENSES
              For the Year Ended December 31, 2001
            and the 7 Months Ended December 31, 2000



                                                 <c>           <c>

                                                                          12 Months            7 Months
                                                                            Ended                Ended
                                                                           Dec. 31,            Dec. 31,
                                                                             2001                2000
                                                                          ---------           ---------
Administrative expenses                                                   $  30,561           $ 178,961
                                                                          ---------           ---------

Net loss                                                                  $ (30,561)          $(178,961)
                                                                          =========           =========

Net loss per common share                                                  $  ( .02)           $ (  .28)

Basic and diluted weighted average
  common shares outstanding                                               1,110,650             637,476

































         
<PAGE>
                   CENTURY LABORATORIES, INC.
          STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
              For the Year Ended December 31, 2001
            and the 7 Months Ended December 31, 2000



                           <c>     <c>    <c>       <c>         <c>
                                                                  Additional
                     Common Stock  Paid In    Retained
                               Shares Par    Capital    Deficit    Total
                  ------ ----   -------    -------    --------
Balances
  May 31, 2000   261,685  262   7,384,848 (7,382,552)   2,558

Issuance of stock
 - for cash                   588,965  588     168,412             169,000
 - for services  260,000  260      10,140              10,400

Net (loss)                                             (  178,961)(178,961)
                              -------  ----    -------- ---------  -------
Balances
 12/31/2000    1,110,650$ 1,111 $7,563,399 $(7,561,513) $ 2,997

Imputed
  interest on
  shareholder
  loan                               1,800                1,800

Net (loss)                                                  (30,561) (30,561)
                            ---------  -----  ---------   ----------  ------
Balances
 12/31/2001 $              1,111 $7,565,199$(7,592,074)$(25,764)
               ========= ======= ========== ========== ======== 
<PAGE>
                   CENTURY LABORATORIES, INC.
                     STATEMENTS OF CASH FLOWS
              For the Year Ended December 31, 2001
            and the 7 Months Ended December 31, 2000



                                                  <c>            <c>
                                                                 12 Months           7 Months
                                                        Ended                Ended
                                                       Dec. 31,             Dec. 31,
                                                                    2001                2000
                                                                 ---------           ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                         $ (30,561)         $ (178,961)
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Imputed interest expense on shareholder loan                                           1,800
  Stock issued for services                                                             10,400
                                                                 ---------           ---------
NET CASH USED BY OPERATING ACTIVITIES                              (28,761)           (168,561)
                                                                 ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Note payable to shareholder                                       20,700               5,100
  Proceeds from sales of stock                                                         169,000
                                                                 ---------           ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES                            20,700             174,100
                                                                 ---------           ---------
NET CHANGE IN CASH                                                 ( 8,061)              5,539

     Cash balance, beginning                                         8,097               2,558
                                                                 ---------           ---------
     Cash balance, ending                                         $     36           $   8,097
                                                                 =========           =========




</TABLE>
















                                
<PAGE>
                    CENTURY LABORATORIES, INC.
                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business.  Century Laboratories, Inc. (the 'Company'
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 $25,800
as of December 31, 2001.  The note is payable on
demand and carries no interest.  Interest expense
has been imputed at 12% and added as a stockholder
contribution to capital.


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.  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 par
value change and the stock split.


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.



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

Malone & Bailey PLLC, 5444 Westheimer Rd. # 2080,
of Houston, Texas 77056 was appointed our acountant
and auditor on December 31, 2001. There is no disagreement
with the prior accountant, Mr. David Suss, CPA, of 271
Madison Ave., Ste. 208, New York, NY 10016.



                       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:

Name           Age        Position                 Director  since:
--------------------------------------------------------------------
Robert  Bryan  50         President, Secretary,    August  18,  2000
                          Treasurer and Director

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
commercial art products, including sculpture and paintings.

Item  10.  Executive  Compensation.

Robert  Bryan,  the  President, Secretary, Treasurer and
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.
Mr. Bryan did not receive any compensation from the Company
in 2001.

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

The following table sets forth as of December 31, 2001,
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.

Name  and  Address            Common  Stock        Percent  of
                                                   Beneficial
                                                 Ownership (1)

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, NY 10021

All Directors and Officers       548,316             50%
as a Group (1  person)(2)
(1) Based  on 1,110,650 shares outstanding as of
    December 31, 2001.
(2) Robert Bryan, the Company's President and
    sole Director, is the owner and operator  of
    Bryan Design.

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's 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.


     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 11th day of March, 2002.

                           CENTURY LABORATORIES, INC.


                   /s/_______Robert Bryan_______________________________
                           By: Robert Bryan, President. Director
                           And Chief Financial Officer