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

                                   Form 10-KSB
                                  Amendment One
(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 or15(d)of the Exchange Act during the past 12 months or for such
shorter period that he 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
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 November
17,2001 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 the 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



<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 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 involvementin 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, s 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 or 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, 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 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 the 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.









                          INDEPENDENT AUDITORS REPORT


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

We have audited the accompanying balance sheet of Century Laboratories, Inc.,
as of December 31, 2001, 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 audits provide 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, 2001, 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

                            CENTURY LABORATORIES, INC.
                             BALANCE SHEET
                           December 31, 2001


     ASSETS

Cash                                                           $        36
        ===========


   LIABILITIES

Note payable to shareholder                                    $    25,800



   STOCKHOLDERS' DEFICIT

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' Deficit                             (   25,764)
        -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $        36
        ===========












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



























</TABLE>






                        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

<TABLE>
<C>        <S>        <S>      <S>        <S>            <S>

                                          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     589   168,411              169,000
 - for services            260,000     260    10,140               10,400

Net loss                                              (  178,961)(178,961)
             ----------   --------        ---------- -----------               ---------
Balances
  December 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
  December 31, 2001                         $  1,111  $7,565,199             $(7,592,074)          $( 25,764)
                         ======  ========             ==========             ===========           =========




   </TABLE>






















                      CENTURY LABORATORIES, INC.
                        STATEMENTS OF CASH FLOWS
                 For the Year Ended December 31, 2001
               and the 7 Months Ended December 31, 2000

<TABLE>
<C>                                                <S>       <S>

                                            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>

















                        CENTURY LABORATORIES, INC
                      NOTES TO FINANCIAL STATEMENTS


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business.  Century Laboratories, Inc. ("Century") was originally
incorporated as Carrtone Laboratories, Inc. in1958 under the laws of the State
of Delaware. Currently, Century is an inactive Delaware Corporation. Century
changed its fiscal year from May 31 to December 31, effective in 2000.
Consequently, the 2000 fiscal year ended December 31, 2000 is a seven-month
year as presented.

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,
Century considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

Income taxes.  Century 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.  Century
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.  Century 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, Century follows
statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation.


NOTE 2 NOTE PAYABLE STOCKHOLDER

A major stockholder has loaned Century $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, Century 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, Century sold 238,315 shares of common stock for
approximately $.65 per share for a total value of $155,000. In
October 2000, Century sold 350,000 shares of common stock for
$.04 per share for a total value of $14,000.

In October 2000, Century issued 250,000 shares of common stock
for services valued at $.04 per share for a total value of $10,000.
In December 2000, Century 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 accountant 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 & 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 fins and 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, New York 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.

    None.



     SIGNATURES

Pursuant  to  the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment
One to Form 10-KSB to be signed on its behalf by the undersigned,
thereunto duly authorized this 6th day of May,2002.

   CENTURY LABORATORIES, INC.


    /s/_______Robert Bryan_______________________________
    By: Robert Bryan, President