<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


(Mark One)
[X]   Quarterly Report Under Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended March 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:  001-13387


                                AEROCENTURY CORP.
                 (Name of small business issuer in its charter)


                DELAWARE                               94-3263974
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)


      1440 CHAPIN AVENUE, SUITE 310
         BURLINGAME, CALIFORNIA                          94010
(Address of principal executive offices)              (Zip Code)


Issuer's telephone number, including area code:  (650) 340-1888


Securities registered pursuant to Section 12(b) of the Act:


      Title of Each Class                   Name of Exchange on Which Registered
      -------------------                   ------------------------------------
Common Stock, $0.001 par value                      American Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:  NONE

Check whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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
    ---    ---

As of May 15, 2001 the Issuer has 1,606,557 Shares of Common Stock outstanding,
of which 63,300 are held as Treasury Stock.

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



<PAGE>   2



PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                                AeroCentury Corp.
                           Consolidated Balance Sheet


                                     ASSETS


<TABLE>
<CAPTION>
                                                                     March 31,
                                                                       2001
                                                                   ------------
<S>                                                                <C>
Assets:
    Cash and cash equivalents                                      $  1,319,680
    Deposits                                                          6,969,030
    Accounts receivable                                                 552,720
    Aircraft and aircraft engines on operating leases,
       net of accumulated depreciation of $13,769,000                59,413,490
    Note receivable                                                     105,170
    Prepaid expenses and other                                          582,270
                                                                   ------------

Total assets                                                       $ 68,942,360
                                                                   ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Accounts payable and accrued expenses                          $    628,860
    Notes payable and accrued interest                               39,255,240
    Maintenance reserves and accrued costs                            6,218,990
    Security deposits                                                 1,933,770
    Prepaid rent                                                        305,180
    Deferred taxes                                                    2,928,270
                                                                   ------------

Total liabilities                                                    51,270,310
                                                                   ------------

Shareholders' equity:
    Preferred stock, $.001 par value, 2,000,000 shares
       authorized, no shares issued and outstanding                          --
    Common stock, $.001 par value, 3,000,000 shares
       authorized, 1,606,557 shares issued                                1,610
    Paid in capital                                                  13,821,200
    Retained earnings                                                 4,353,310
                                                                   ------------

                                                                     18,176,120
    Treasury stock at cost, 63,300 shares                              (504,070)
                                                                   ------------

Total shareholders' equity                                           17,672,050
                                                                   ------------

Total liabilities and shareholders' equity                         $ 68,942,360
                                                                   ============
</TABLE>


The accompanying notes are an integral part of this statement.




                                       2
<PAGE>   3

                                AeroCentury Corp.
                        Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                          For the Three Months Ended
                                                                   March 31,
                                                             2001            2000
                                                          ----------      ----------
<S>                                                       <C>             <C>
Revenues:

    Rent income                                           $2,759,090      $2,604,050
    Other income                                             110,840          74,160
                                                          ----------      ----------

                                                           2,869,930       2,678,210
                                                          ----------      ----------
Expenses:

    Management fees                                          448,010         415,700
    Depreciation                                             697,700         641,060
    Interest                                                 843,870         762,810
    Professional fees and general and administrative         107,390         136,670
                                                          ----------      ----------
                                                           2,096,970       1,956,240
                                                          ----------      ----------

Income before taxes                                          772,960         721,970

Tax provision                                                263,580         264,120
                                                          ----------      ----------

Net income                                                $  509,380      $  457,850
                                                          ==========      ==========

Weighted average common shares outstanding                 1,543,257       1,543,257
                                                          ==========      ==========

Basic earnings per share                                  $     0.33      $     0.30
                                                          ==========      ==========
</TABLE>


The accompanying notes are an integral part of this statement.




                                       3
<PAGE>   4

                                AeroCentury Corp.
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                           For the Three Months Ended
                                                                    March 31,
                                                             2001              2000
                                                          -----------       -----------
<S>                                                       <C>               <C>
Net cash provided by operating activities                 $    67,460       $ 1,050,610

Financing activities:
  Repayment of notes payable                               (1,932,250)         (342,260)
                                                          -----------       -----------
Net cash used by financing activities                      (1,932,250)         (342,260)

Net (decrease)/increase in cash and cash equivalents       (1,864,790)          708,350

Cash and cash equivalents, beginning of period              3,184,470         1,251,730
                                                          -----------       -----------

Cash and cash equivalents, end of period                  $ 1,319,680       $ 1,960,080
                                                          ===========       ===========
</TABLE>


The accompanying notes are an integral part of this statement.




                                       4
<PAGE>   5

                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001



1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)     Basis of Presentation

        AeroCentury Corp. ("AeroCentury") was incorporated in the state of
Delaware on February 28, 1997. AeroCentury was formed solely for the purpose of
acquiring JetFleet Aircraft, L.P. and JetFleet Aircraft II, L.P., partnerships
formed under California law for the purpose of investing in leased aircraft
equipment, (collectively, the "Partnerships") in a statutory merger (the
"Consolidation"), which was effective January 1, 1998. AeroCentury is continuing
in the aircraft leasing business in which the Partnerships engaged and is using
leveraged financing to acquire additional aircraft assets on lease.

        During November 1999 and August 2000, AeroCentury Corp. formed two
wholly-owned subsidiaries, AeroCentury Investments LLC ("AeroCentury LLC") and
AeroCentury Investments II LLC ("AeroCentury II LLC"), respectively, for the
purpose of acquiring aircraft using a combination of cash and bank financing
separate from AeroCentury Corp.'s revolving credit facility. Financial
information for AeroCentury, AeroCentury LLC and AeroCentury II LLC
(collectively, the "Company") is presented on a consolidated basis. All
intercompany balances and transactions have been eliminated in consolidation.

(b)     Capitalization

        On April 17, 1998, in connection with the adoption of a shareholder
rights plan, the Company filed a Certificate of Designation, designating the
rights, preferences and privileges of a new Series A Preferred Stock. Pursuant
to the plan, the Company issued rights to its shareholders of record as of April
23, 1998, entitling each shareholder to the right to purchase one one-hundredth
of a share of Series A Preferred Stock for each share of Common Stock held by
the shareholder. Such rights are exercisable only under certain circumstances
concerning a proposed acquisition or merger of the Company.

        On October 23, 1998, the Company's Board of Directors adopted a stock
repurchase plan, granting management the authority to purchase up to 100,000
shares of the Company's common stock, in privately negotiated transactions or on
the market, at such price and on such terms and conditions deemed satisfactory
to management. The Company has purchased 63,300 shares in total and has not
purchased any shares since 1999.

        As discussed above, AeroCentury is the sole member and manager of
AeroCentury LLC and AeroCentury II LLC.

(c)     Cash and Cash Equivalents/Deposits

        The Company considers highly liquid investments readily convertible into
known amounts of cash, with original maturities of 90 days or less, as cash
equivalents. Deposits represent cash balances held related to maintenance
reserves and security deposits and generally are subject to withdrawal
restrictions.

        At March 31, 2001, the Company held security deposits of $1,933,770,
refundable maintenance reserves received from lessees of $3,371,420 and
non-refundable maintenance reserves of $1,663,840.

        The Company's leases are typically structured so that if any event of
default occurs under the lease, the Company may apply all or a portion of the
lessee's security deposit to cure such default. If such an application of the
security deposit is made, the lessee typically is required to replenish and
maintain the full amount of the deposit during the remaining term of the lease.
All of the security deposits currently held by the Company are refundable to the
lessee at the end of the lease.




                                       5
<PAGE>   6

                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001



1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c)     Cash and Cash Equivalents/Deposits (continued)

        Maintenance reserves which are refundable to the lessee at the end of
the lease may be retained by the Company if such amounts are necessary to meet
the return conditions specified in the lease and, in some cases, to satisfy any
other payments due under the lease.

        Non-refundable maintenance reserves held by the Company are accounted
for as a liability until the aircraft has been returned at the end of the lease,
at which time the Company evaluates the adequacy of the remaining reserves in
light of maintenance to be performed as a result of hours flown. At that time,
any excess is recorded as income. When an aircraft is sold, any excess
non-refundable maintenance reserves are recorded as income.

(d)     Aircraft and Aircraft Engines On Operating Leases

        The Company's interests in aircraft and aircraft engines are recorded at
cost, which includes acquisition costs. Depreciation is computed using the
straight-line method over the aircraft's estimated economic life (generally
assumed to be twelve years), to an estimated residual value. The depreciable
base of the assets acquired by the Company in the Consolidation was equal to the
net book value of the assets at December 31, 1997.

(e)     Impairment of Long-lived Assets

        In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-lived Assets and Long-lived Assets to Be Disposed Of," assets are reviewed
for impairment whenever events or changes in circumstances indicate that the
book value of the asset may not be recoverable. Periodically, the Company
reviews its long-lived assets for impairment based on estimated future
nondiscounted cash flows attributable to the assets. In the event such cash
flows are not expected to be sufficient to recover the recorded value of the
assets, the assets are written down to their estimated realizable value.

(f)     Loan Commitment and Related Fees

        To the extent that the Company is required to pay loan commitment fees
and legal fees in order to secure debt, such fees are amortized over the life of
the related loan.

(g)     Maintenance Reserves and Accrued Costs

        Maintenance costs under the Company's triple net leases are generally
the responsibility of the lessees. Maintenance reserves and accrued costs in the
accompanying balance sheet include refundable and non-refundable maintenance
payments received from lessees. The Company periodically reviews maintenance
reserves for adequacy in light of the number of hours flown, airworthiness
directives issued by the manufacturer or government authority, and the return
conditions specified in the lease. As a result of such review, when it is
probable that the Company has incurred costs for maintenance in excess of
amounts received from lessees, the Company accrues its share of costs for work
to be performed as a result of hours flown. At March 31, 2001, the Company had
accrued costs of approximately $789,000 related to four of its aircraft.




                                       6
<PAGE>   7

                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001



1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(h)     Income Taxes

        The Company follows the liability method of accounting for income taxes
as required by the provisions of Statement of Financial Accounting Standards
("SFAS") No. 109, Accounting for Income Taxes. Under the liability method,
deferred income taxes are recognized for the tax consequences of "temporary
differences" by applying enacted statutory tax rates applicable to future years
to differences between the financial statement carrying amounts and the tax
bases of existing assets and liabilities. The effect on deferred taxes of a
change in the tax rates is recognized in income in the period that includes the
enactment date.

(i)     Revenue Recognition

        Revenue from leasing of aircraft assets is recognized as operating lease
revenue on a straight-line basis over the terms of the applicable lease
agreements.

(j)     Use of Estimates

        The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect certain reported amounts, disclosures and
contingent assets and liabilities. Accordingly, actual results could differ from
those estimates.

(k)     Comprehensive Income

        The Company does not have any comprehensive income other than the
revenue and expense items included in the consolidated statements of income. As
a result, comprehensive income equals net income for the three months ended
March 31, 2001 and 2000.

(l)     Recent Accounting Pronouncements

        SFAS No. 137, which amended the effective date of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, was issued in June
1999. The Company adopted SFAS No. 133 on January 1, 2001. This statement
establishes accounting and reporting standards requiring that all derivative
instruments are recorded on the balance sheet as either an asset or a liability,
measured at fair value. The statement requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met and such hedge accounting treatment is elected. Because the
Company does not hold any derivatives as defined in SFAS No. 133, the adoption
of SFAS No. 133 did not have a material impact on its results of operations or
financial position.

        In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
("SAB 101"). SAB 101, as amended, summarizes certain of the SEC's views in
applying generally accepted accounting principles to revenue recognition in
financial statements. SAB 101 was adopted by the Company in 2000. The adoption
of the provisions of SAB 101 did not have a material effect on the Company's
consolidated operating results, statement of financial position or cash flow.




                                       7
<PAGE>   8

                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001



2.      AIRCRAFT AND AIRCRAFT ENGINES ON OPERATING LEASES

        At March 31, 2001, the Company owned three deHavilland DHC-8s, two
deHavilland DHC-7s, three deHavilland DHC-6s, one Fairchild Metro III, three
Shorts SD 3-60, six Fokker 50s, two Saab 340As and 26 turboprop engines, one of
which is held in inventory as a spare and is not subject to a lease or to
depreciation. The Company did not acquire any aircraft during the first three
months of 2001.

        In 2001, the Company and the lessee of two of the Company's DHC-6
aircraft agreed to the terms pertaining to the early termination of the leases
for the aircraft. Under the agreement, the lessee paid all rent and reserves
through the return dates which were in April 2001 and performed certain
maintenance procedures prior to such return. As discussed in Note 7, the
aircraft have been re-leased to a new lessee.

        The lease for one of the Company's two remaining DHC-7 aircraft has been
extended from September 30, 2000 to its pre-return inspection completion. The
Company expects that the inspection will be completed and the aircraft will be
returned during May. The Company is currently seeking re-lease or sale
opportunities for both DHC-7 aircraft.

        At the time of purchase, one of the Company's Shorts SD 3-60 aircraft
was subject to a 48-month lease, expiring in March 2002, with a British regional
airline. The original lease, entered into in 1998, did not require that the
lessee pay maintenance reserves based on usage because, at the time, the lessee
was considered creditworthy. Subsequently, the airline experienced financial
difficulties and, on February 24, 2000, filed for reorganization. The lessee has
continued to operate the aircraft, and, under the reorganization plan, the
lessee agreed to continue leasing the Company's aircraft on a month to month
basis, at the same rent. Upon its return to the Company during the fourth
quarter of 2000, the Company was able to inspect the aircraft in order to
identify its maintenance requirements and estimate the funds needed to complete
such maintenance. Based on this inspection, the Company accrued $521,000 of
maintenance costs in 2000, related to hours flown prior to the reorganization
filing, which the Company will not receive from the lessee or from the
reorganization administrator. As discussed in Note 7, the aircraft has been
re-leased to a new lessee.

        The leases for two of the Company's other aircraft have been extended
from March 31, 2001 to their pre-return inspection completion. The Company
expects that the inspections will be completed and the aircraft will be returned
during May. The Company is currently seeking re-lease or sale opportunities for
both aircraft.


3.      NOTE RECEIVABLE

        At March 31, 2001, the Company's note receivable consists of a loan to
one of the Company's long-standing lessees in connection with a
manufacturer-required inspection of the aircraft and repair of certain
components. The Company and the lessee agreed to a cost sharing arrangement
whereby a portion of the cost was funded by maintenance reserves previously paid
by the lessee and the remaining cost was allocated to the Company and the
lessee. The Company recorded a note receivable for the lessee's portion, net of
interest to be received at a rate of 5%, which will be repaid through increased
rent during the remainder of the lease term, which expires on April 30, 2003.




                                       8
<PAGE>   9

                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001



4.      NOTES PAYABLE AND ACCRUED INTEREST

        The Company had a $35 million revolving credit facility, which expired
on June 30, 2000. On June 28, 2000, all outstanding principal and accrued
interest was paid and the Company signed an agreement with a new agent for a
revolving line of credit totaling $50 million. The new facility, which expires
on June 28, 2003, bears interest, at the Company's option, at either (i) prime
or (ii) LIBOR plus a margin ranging from 200 to 250 basis points, depending on
certain financial ratios. The Company's assets, excluding those of AeroCentury
LLC and AeroCentury II LLC, serve as collateral under the facility and, in
accordance with the credit agreement, the Company must maintain compliance with
certain financial covenants. As of March 31, 2001, the Company was in compliance
with all such covenants. As of March 31, 2001, $28,125,000 was outstanding under
the credit facility, and interest of $26,610 was accrued, using a combination of
prime and LIBOR rates.

        As discussed in Note 1, during November 1999, the Company acquired two
aircraft using cash and bank financing separate from its credit facility. The
financing consisted of a note in the amount of $9,061,000, due February 15,
2002, which bears fixed interest at 8.04%. Payments due under the note consist
of monthly principal and interest and a balloon principal payment due on the
maturity date. The balance of the note payable at March 31, 2001 was $7,761,850.
A similar financing was concluded in September 2000, consisting of a note in the
amount of $3,575,000, due April 18, 2003, which bears fixed interest at 8.36%
for the acquisition of one aircraft. Payments due under the note consist of
monthly principal and interest and a balloon principal payment due on the
maturity date. The balance of the note payable at March 31, 2001 was $3,332,190
and interest of $9,600 was accrued. As of March 31, 2001, the Company was in
compliance with all covenants of the loan agreements pertaining to the financing
of these three aircraft.

5.      INCOME TAXES

        The items comprising income tax expense are as follows:

<TABLE>
<CAPTION>
                                               For the Three Months Ended
                                                        March 31,
                                                   2001           2000
                                                ---------       --------
        <S>                                     <C>             <C>
        Current tax provision:
           Federal                              $   7,660       $ 17,810
           State                                    4,800          3,020
           Foreign                                 39,580         39,580
                                                ---------       --------

           Current tax provision                   52,040         60,410
                                                ---------       --------

        Deferred tax provision/(benefit):
           Federal                                213,930        191,860
           State                                   (2,390)        11,850
                                                ---------       --------

           Deferred tax provision                 211,540        203,710
                                                ---------       --------

        Total provision for income taxes        $ 263,580       $264,120
                                                =========       ========
</TABLE>




                                       9
<PAGE>   10

                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001



5.      INCOME TAXES (CONTINUED)

        Total income tax expense differs from the amount that would be provided
by applying the statutory federal income tax rate to pretax earnings as
illustrated below:

<TABLE>
<CAPTION>
                                                    For the Three Months Ended
                                                             March 31,
                                                       2001            2000
                                                     ---------       --------
        <S>                                          <C>             <C>
        Income tax expense at
              statutory federal income tax rate      $ 262,810       $252,890
        State taxes net of federal benefit               7,400            930
        Other                                           (6,630)        10,300
                                                     ---------       --------

        Total income tax expense                     $ 263,580       $264,120
                                                     =========       ========
</TABLE>

        Temporary differences and carryforwards that gave rise to a significant
portion of deferred tax assets and liabilities as of March 31, 2001 are as
follows:

<TABLE>
        <S>                                                <C>
        Deferred tax assets:
           Organizational costs                            $    27,010
           Maintenance reserves                                419,490
           Prepaid rent                                        106,680
           Deferred maintenance                                467,460
           Foreign tax credit                                    8,950
           Other                                                   490
                                                           -----------
               Deferred tax assets                           1,030,080
        Deferred tax liabilities:
           Depreciation on aircraft and engines             (3,659,100)
           Other                                              (299,250)
                                                           -----------

               Net deferred tax liabilities                $(2,928,270)
                                                           ===========
</TABLE>

        No valuation allowance is deemed necessary, as the Company anticipates
generating adequate future taxable income to realize the benefits of all
deferred tax assets on the balance sheet. Foreign tax credits may be carried
back to the two previous years and carried forward for five years, which means
they would expire if not utilized by the 2006 tax year.


6.      RELATED PARTY TRANSACTIONS

        Since the Company has no employees, the Company's portfolio of leased
aircraft assets is managed and administered under the terms of a management
agreement with JetFleet Management Corp. ("JMC"). Under this agreement, JMC
receives a monthly management fee based on the net asset value of the assets
under management. JMC may also receive an acquisition fee for locating assets
for the Company, provided that the aggregate purchase price including chargeable
acquisition costs and any acquisition fee does not exceed the fair market value
of the asset based on appraisal, and a remarketing fee in connection with the
sale or re-lease of the Company's assets. The management fees, acquisition fees
and remarketing fees may not exceed the customary and usual fees that would be
paid to an unaffiliated party for such services. During the first three months
of 2001 and 2000, the Company




                                       10
<PAGE>   11

                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001



6.      RELATED PARTY TRANSACTIONS (CONTINUED)

recognized as expense $448,010 and $415,700, respectively, of management fees
payable to JMC. Because the Company did not acquire any aircraft during the
first three months of 2001 or 2000, no acquisition fees were paid to JMC. No
remarketing fees were paid to JMC during the first three months of 2001 or 2000.

        Certain employees of JMC participate in an employee stock incentive plan
which grants options to purchase shares of the Company held by JHC. As of March
31, 2001, 8,833 such options had been exercised.


7.      SUBSEQUENT EVENTS

        As discussed in Note 2, in 2001, the Company and the lessee of two of
the Company's DHC-6 aircraft agreed to the terms pertaining to the early
termination of the leases for the two aircraft. Under the agreement, the lessee
paid all rent and reserves through the return dates in April 2001, and performed
certain maintenance procedures prior to such return. At the same time, the
Company reversed the $66,000 allowance against a portion of the receivables it
had recorded at December 31, 2000. Both aircraft have been re-leased to a
regional airline.

        The lease for one of the Company's two remaining DHC-7 aircraft has been
extended from September 30, 2000 to its pre-return inspection completion. The
Company expects that the inspection will be completed and the aircraft will be
returned during May. The Company is currently seeking re-lease or sale
opportunities for this aircraft.

        During the second quarter of 2001, the Company signed an agreement for
the re-lease of one of its Shorts SD 3-60 aircraft. The aircraft is expected to
be delivered to the lessee during June 2001.

        The leases for two of the Company's other aircraft have been extended
from March 31, 2001 to their pre-return inspection completion. The Company
expects that the inspections will be completed and the aircraft will be returned
during May. The Company is currently seeking re-lease or sale opportunities for
both aircraft.




                                       11
<PAGE>   12

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward-Looking Statements

Certain statements contained in this report and, in particular, the discussion
regarding the Company's beliefs, plans, objectives, expectations and intentions
contained in this "Item 2 -- Management's Discussion and Analysis or Plan of
Operation" section (particularly the "Outlook" section hereof) regarding: the
adequacy of the Company's cash flow to meet interest rate increases under its
revolving credit facility; the adequacy of the Company's cash flow to meet
ongoing operational needs; the Company's ability to increase its asset base and
grow its earnings; the Company's expectations regarding lease revenue and
earnings fiscal year 2001; the availability of special purpose asset based
financing for acquisitions; the Company's intention to repay a portion of the
revolving loans from proceeds of subsequent debt or equity financings; the
stability of the aircraft industry and aircraft asset values and demand; the
supply of suitable transaction opportunities for the Company; the use of proper
asset and lessee selection to reduce the impact of industry downturns; the
attractiveness of overseas markets; JMC's competitiveness due to its experience
and operational efficiency in financing transaction types desired by regional
air carriers; and the Company's ability to obtain third party guaranties,
letters of credit or other credit enhancements from future lessees; are
forward-looking statements. While the Company believes that such statements are
accurate, they are dependent upon general economic conditions, particularly
those that affect the demand for regional aircraft and engines and the financial
status of the Company's primary customers, regional passenger airlines; the
financial performance of the Company's lessees and their compliance with rental,
maintenance and return conditions under their respective leases; the success of
the Company's remarketing efforts with respect to aircraft that are returned
upon expiration or termination of leases; the Company's ability to remain in
compliance with the terms of its credit line agreement; the Company's ability to
maintain and expand the collateral base to permit full drawdown of the maximum
credit line; the availability of suitable aircraft acquisition transactions in
the regional aircraft market; and future trends and results which cannot be
predicted with certainty. The Company's actual results could differ materially
from those discussed in such forward-looking statements. The cautionary
statements made in this Report should be read as being applicable to all related
forward-looking statements wherever they appear in this Report. Factors that
could cause or contribute to such differences also include those discussed below
in the section entitled "Factors that May Affect Future Results."

Results of Operations

Revenues

The Company had revenues of $2,869,930 and net income of $509,380 for the
quarter ended March 31, 2001 versus revenues of $2,678,210 and net income of
$457,850 for the quarter ended March 31, 2000. Rent income is approximately
$155,000 higher in 2001 versus 2000 due to the purchases of additional aircraft
on lease during 2000. The effect of these acquisitions was only partially offset
by the sale of three aircraft during the fourth quarter of 2000. Other income
for the quarter ended March 31, 2001 is higher by approximately $37,000 versus
2000 because of interest earned on higher cash balances maintained during 2001.

In 2001, the Company and the lessee of two aircraft agreed to the terms
pertaining to the early termination of the leases for the aircraft. The lessee
paid all amounts due when the aircraft were returned during April 2001, and, at
the same time, the Company reversed the $66,000 allowance against a portion of
the receivables it had recorded at December 31, 2000. Such reversal will have a
positive effect on the Company's second quarter net income. Both aircraft have
been re-leased to a regional airline.

Expense Items

Management fees, which are calculated on the net book value of the aircraft
owned by the Company, are approximately $32,000 higher in 2001 versus 2000
because the Company purchased additional aircraft during 2000. Depreciation is
approximately $57,000 higher in 2001 versus 2000 for the same reason. The effect
of the acquisitions made during 2000 on both management fees and depreciation
was partially offset by the sale of three




                                       12
<PAGE>   13

aircraft during the fourth quarter of 2000. Interest expense is approximately
$81,000 higher in 2001 versus 2000 because of higher average balances on the
Company's revolving credit facility and the addition of a second debt financing
during 2001 compared to 2000. Professional fees and general administrative
expense were approximately $29,000 lower in 2001 compared to 2000 primarily
because of lower legal and accounting expenses, the effect of which was
partially offset by higher insurance expense for off-lease aircraft.

The Company's effective tax rate in the first quarter of 2001 was approximately
34% versus approximately 37% in 2000. The Company's tax rate is subject to
changes in the mix of domestic and foreign leased assets, the proportions of
revenue generated within and outside of California and numerous other factors,
including changes in tax laws.

Liquidity and Capital Resources

The Company is currently financing its asset growth primarily through credit
facility borrowings and excess cash flow. The Company had a $35 million
revolving credit facility, which expired on June 30, 2000. On June 28, 2000, all
outstanding principal and accrued interest was paid and the Company signed an
agreement with a new agent for a revolving line of credit totaling $50 million.
The new facility, which expires on June 28, 2003, bears interest, at the
Company's option, at either (i) prime or (ii) LIBOR plus a margin ranging from
200 to 250 basis points, depending on certain financial ratios. The Company's
assets, excluding those of AeroCentury LLC and AeroCentury II LLC, serve as
collateral under the facility and, in accordance with the credit agreement, the
Company must maintain compliance with certain financial covenants. As of March
31, 2001, the Company was in compliance with all such covenants. As of March 31,
2001, $28,125,000 was outstanding under the credit facility, and interest of
$26,610 was accrued, using a combination of prime and LIBOR rates.

The prime rate was stable from November 1998 through June 1999 and increased by
25 basis points in each of July, August and November 1999 and February, March
and May 2000 and decreased by 50 basis points in each of January, February,
March and April 2001. The majority of the Company's borrowings continue to be
financed using one-month or six-month LIBOR rates, both of which have increased
since the Company began financing pursuant to such rates during June 1999. The
Company believes it has adequate cash flow to meet any increases in interest
rates applicable to its credit line obligations. A sudden, severe and prolonged
increase in such rates, however, could adversely affect the Company's cash flow
by increasing the Company's interest expense almost immediately. Any increase in
such interest rates is likely to be the result of increased prevailing interest
rates. Increased prevailing interest rates generally result in higher lease
rates as well, and so, an increase in credit line payments may be offset at
least partially, with some time lag, by higher revenues on new leases and
renewals of leases. A continued decline in interest rates, however, would have a
positive effect on the Company's results, which effect may be partially offset
by a corresponding decrease in lease rates.

The Company has periodically evaluated whether it is advisable to enter into an
interest rate hedge transaction, which would act to lock in current interest
rates on its credit line obligations. The Company has continued to determine
that such a transaction is not advisable at this time. In making its decision,
the Company analyzed interest rate trends, the likelihood of a severe increase
in interest rates, the ongoing costs of maintaining the hedge and the magnitude
of the impact of any interest rate swing.

During November 1999, the Company acquired two aircraft using cash and bank
financing separate from its credit facility. The financing consists of a note in
the amount of $9,061,000, due February 15, 2002, which bears fixed interest at
8.04%. Payments due under the note consist of monthly principal and interest and
a balloon principal payment due on the maturity date.

A similar financing was concluded in September 2000, consisting of a note in the
amount of $3,575,000, due April 18, 2003, which bears fixed interest at 8.36%
for the acquisition of one aircraft. Payments due under the note consist of
monthly principal and interest and a balloon principal payment due on the
maturity date.

The Company's primary source of revenue is lease rentals collected from lessees
of its aircraft assets. It is the Company's policy to monitor each lessee's
needs in periods before leases are due to expire. If it appears that a




                                       13
<PAGE>   14

lessee will not be renewing its lease, the Company immediately initiates
marketing efforts to locate a potential new lessee or purchaser for the
aircraft. This procedure helps the Company reduce any potential that an asset
will be "off-lease" for a significant time. The Company's aircraft are subject
to leases with varying expiration dates between April 2001 and May 2004. Given
the varying lease terms and expiration dates for the aircraft in the Company's
portfolio, management believes that the Company will have adequate cash flow to
meet any on-going operational needs.

The Company's cash flow from operations for the three months ended March 31,
2001 versus 2000 decreased by approximately $983,000. The decrease from year to
year was due to the effect of the change in accounts payable and accrued
expenses, maintenance reserves and accrued costs, and deferred taxes. The effect
of these changes was partially offset by the positive effect of the change in
deposits, accounts receivable, and security deposits during 2001 versus 2000.

Specifically, the Company's cash flow from operations for the three months ended
March 31, 2001 consisted of net income of $509,380 and adjustments consisting
primarily of depreciation of $697,700, increases in deposits, security deposits,
and deferred taxes of $105,460, $119,970 and $211,550, respectively, and
decreases in accounts payable and accrued expenses, as well as maintenance
reserves and accrued costs, of $1,256,480 and $91,210, respectively.

Specifically, the Company's cash flow from operations for the three months ended
March 31, 2000 consisted of net income of $457,850 and adjustments consisting
primarily of depreciation of $641,060, increases in deposits, accounts
receivable, maintenance reserves and accrued costs, and deferred taxes of
$448,790, $167,240, $558,110, and $379,420, respectively, and a decrease in
accounts payable and accrued expenses of $411,510.

During 2001, the decrease in cash flow provided by financing activities was a
result of principal repayments on the Company's indebtedness. There was no cash
flow from investing activities during the first three months of either 2001 or
2000 because the Company did not purchase any aircraft during these periods.

Outlook

One of the Company's aircraft was returned by the lessee during the fourth
quarter of 2000, before its original lease end. The Company has signed an
agreement for the re-lease of the aircraft to a new lessee. In addition, the
Company has one aircraft off lease and five others with leases which will expire
prior to October 15, 2001. Under the provisions of the Company's revolving
credit facility, aircraft which have been off lease for more than four months or
which have leases due to expire within six months reduce the collateral
borrowing base, and such reductions preclude the Company from utilizing the $22
million of unused credit on its facility at March 31, 2001. The re-lease or sale
of these aircraft, therefore, is required in order to permit the Company's
additional use of its credit facility to purchase additional assets. These
circumstances, unless changed, are expected to limit the Company's ability
during 2001 to increase its asset base and grow its earnings.

While the Company has previously used special purpose asset-based financing for
the acquisition of three aircraft and may have such financing available again in
the future, the revolving credit facility is currently the Company's only
readily available funding source for new acquisitions. Therefore, the Company's
management has made remarketing the focus of its efforts in 2001 in order to
resolve the credit line limitations discussed above. Because of the lease
terminations and expirations discussed above, it is likely that lease revenues
for the year in total will be lower than in 2000. Projected earnings for 2001,
although positive, will likely be lower than 2000 unless the Company sells
assets at a gain during the remainder of the year.

Factors that May Affect Future Results

Risks of Debt Financing. The Company's use of acquisition financing under its
revolving credit facility subjects the Company to increased risks of leveraging.
The revolving loans are secured by the Company's existing assets as well as the
assets acquired with each financing. Any default under the revolving credit
facility could result in




                                       14
<PAGE>   15

foreclosure upon not only the asset acquired using such financing, but also the
existing assets of the Company securing the revolving loan.

In order to achieve optimal benefit from the revolving credit facility, the
Company intends to repay a portion of the revolving loans from proceeds of
subsequent term debt or equity financings. Such replacement financing would
likely provide the Company with more favorable long-term repayment terms and
also would permit the Company to make further borrowings under the revolving
credit facility equal to the amount of revolving debt refinanced. There can be
no assurance that the Company will be able to obtain the necessary amount of
replacement term debt or equity financing on favorable terms so as to permit
multiple draws on the revolving credit facility.

All of the Company's current credit facility indebtedness carries a floating
interest rate based upon either the lender's prime rate or a floating LIBOR
rate. If the applicable index rate increases, and the Company has not entered
into a mitigating hedge transaction, then the Company's payment obligations
under the credit facility would increase and could result in lower net revenues
for the Company. As discussed above, however, the Company may also have
available to it financing separate from its credit facility, which financing has
carried a fixed rate of interest in the past.

As discussed above, in "Liquidity and Capital Resources", the Company's ability
to draw on its $50 million credit line is dependent upon the status of its asset
base. If a significant portion of the collateral base is off-lease for an
extended period of time (see "Ownership Risks" below), this may affect the
amount the Company can borrow under its credit line. Since the Company currently
does not have additional, immediately available sources of acquisition funding,
the ability to draw fully on its credit line will be a critical factor in the
Company's continued asset and revenue growth.

Further, since the maximum amount of indebtedness permitted under the credit
line is affected by the number of off-lease aircraft in the collateral base, if
a significant portion of the Company's assets are off lease for an extended
period of time, the Company may be required to pay down its indebtedness under
the credit line. If the Company's cash reserves are insufficient to make the
required repayment, and the Company is unable to sell aircraft at a price
sufficient to generate enough cash to cover the required payment, the entire
indebtedness could be accelerated and the Company's assets foreclosed upon.

General Economic Conditions. The market for used aircraft has been cyclical, and
usually reflects economic conditions and the strength of the travel and
transportation industry. The Company believes that the air transport industry is
currently stable, but could be affected by the recent economic downturn in the
U.S. A weaker domestic and international economic situation could lead to less
air travel, less revenue, and less demand for aircraft capacity by the air
carriers who are the Company's customers. In addition, at any time, the market
for used aircraft may be adversely affected by such factors as airline financial
difficulties, higher fuel costs, and improved availability and economics of new
replacement aircraft.

The last year has seen a dramatic rise in the cost of fuel. Because of the
current strong demand for air transport, some carriers have been able to pass
the increased cost on to passengers, while others have experienced decreased
profitability. If fuel prices remain higher, it could affect values of less
fuel-efficient aircraft in the Company's portfolio of aircraft, and begin to
weaken the aircraft and air transport industry generally.

The Company believes that the current aircraft market still provides a good
supply of suitable transaction opportunities for the Company, primarily in
overseas markets, as well as domestically. There are currently some disparities
between geographic regions with respect to the condition of the air transport
industry, with certain areas of South America, in particular, experiencing
economic difficulties. There have also been disruptions in the currency markets
in certain geographic areas. To the extent that such disruptions adversely
affect a region's economic growth, suitable transactions may be more difficult
for the Company to find in that region and the Company's lessees in that area
may be adversely affected.

An adverse change in the global air travel industry could result in reduced
carrier revenue and excess capacity and increase the risk of failure of some
weaker regional air carriers. While the Company believes that with proper asset




                                       15
<PAGE>   16

and lessee selection in the current climate, as well as during such downturns,
the impact of such changes on the Company can be reduced, there is no assurance
that the Company's business will escape the effects of such a global downturn,
or a regional downturn in an area where the Company has placed a significant
amount of its assets.

Reliance on JMC. All management of the Company is performed by JMC under a
Management Agreement which is in its fourth year of a 20-year term and provides
for an asset-based management fee. JMC is not a fiduciary to the Company or its
stockholders. The Board of Directors, however, has ultimate control and
supervisory responsibility over all aspects of the Company and owes fiduciary
duties to the Company and its stockholders. In addition, while JMC may not owe
any fiduciary duties to the Company by virtue of the Management Agreement, the
officers of JMC are also officers of the Company, and in that capacity owe
fiduciary duties to the Company and the stockholders by virtue of holding such
offices with the Company.

The Management Agreement may be terminated upon a default in the obligations of
JMC to the Company, and provides for liquidated damages in the event of a
wrongful termination of the agreement by the Company. All of the officers of JMC
are also officers of the Company, and certain directors of the Company are also
directors of JMC. Consequently, the directors and officers of JMC may have a
conflict of interest in the event of a dispute over obligations between the
Company and JMC. Although the Company has taken steps to prevent conflicts of
interest arising from such dual roles, such conflicts may still occur.

Ownership Risks. Most of the Company's portfolio is leased under operating
leases, where the terms of the leases do not take up the entire useful life of
an asset. The Company's ability to recover its purchase investment in an asset
subject to an operating lease is dependent upon the Company's ability to
profitably re-lease or sell the asset after the expiration of the initial lease
term. Some of the factors that have an impact on the Company's ability to
release or sell include worldwide economic conditions, general aircraft market
conditions, regulatory changes that may make an asset's use more expensive or
preclude use unless the asset is modified, changes in the supply or cost of
aircraft equipment and technological developments which cause the asset to
become obsolete. In addition, a successful investment in an asset subject to an
operating lease depends in part upon having the asset returned by the lessee in
serviceable condition as required under the lease. If the Company is unable to
remarket its aircraft equipment on favorable terms when the operating lease for
such equipment expires, the Company's business, financial condition, cash flow,
ability to service debt and results of operation could be adversely affected.

Lessee Credit Risk. If a lessee defaults upon its obligations under a lease, the
Company may be limited in its ability to enforce remedies. Most of the Company's
lessees are small regional passenger airlines, which may be even more sensitive
to airline industry market conditions than the major airlines. As a result, the
Company's inability to collect rent under a significant lease or to repossess
equipment in the event of a default by a lessee could have a material adverse
effect on the Company's revenue. If a lessee that is a certified U.S. airline is
in default under the lease and seeks protection under Chapter 11 of the United
States Bankruptcy Code, under Section 1110 of the Bankruptcy Code, the Company
would be automatically prevented from exercising any remedies for a period of 60
days. By the end of the 60-day period, the lessee must agree to perform the
obligations and cure any defaults, or the Company would have the right to
repossess the equipment. This procedure under the Bankruptcy Code has been
subject to significant recent litigation, however, and it is possible that the
Company's enforcement rights may still be further adversely affected by a
declaration of bankruptcy by a defaulting lessee.

International Risks. The Company has focused recently on leases in overseas
markets, which are currently dynamic and which the Company believes present
attractive opportunities. Leases with foreign lessees, however, may present
somewhat different credit risks than those with domestic lessees.

Foreign laws, regulations and judicial procedures may be more or less protective
of lessor rights as those which apply in the United States. The Company could
experience collection problems related to the enforcement of its lease
agreements under foreign local laws and the remedies in foreign jurisdictions.
The protections potentially offered by Section 1110 of the Bankruptcy Code would
not apply to non-U.S. carriers, and applicable local law may not offer similar
protections. Certain countries do not have a central registration or recording
system with which to locally establish the Company's interest in equipment and
related leases. This could add difficulty in recovering an aircraft in the event
that a foreign lessee defaults.




                                       16
<PAGE>   17

Leases with foreign lessees are subject to risks related to the economy of the
country or region in which such lessee is located, even if the U.S. economy
remains strong. On the other hand, a foreign economy may remain strong even
though the U.S. economy does not. A foreign economic downturn may impact a
foreign lessee's ability to make lease payments, even though the U.S. and other
economies remain stable. Furthermore, foreign lessees are subject to risks
related to currency conversion fluctuations. Although the Company's current
leases are all payable in U.S. dollars, the Company may agree in the future to
leases that permit payment in foreign currency, which would subject such lease
revenue to monetary risk due to currency fluctuations. Even with
dollar-denominated lease payment provisions, the Company could still be affected
by a devaluation of the lessee's local currency which would make it more
difficult for a lessee to meet its dollar-denominated lease payments, increasing
the risk of default of that lessee, particularly if that carrier's revenue is
primarily derived in the local currency.

Government Regulation. There are a number of areas in which government
regulation may result in costs to the Company. These include aircraft
registration, safety requirements, required equipment modifications, and
aircraft noise requirements. Although it is contemplated that the burden of
complying with such requirements will fall primarily upon lessees of equipment,
there can be no assurance that the cost of complying with such government
regulations will not fall on the Company. Furthermore, future government
regulations could cause the value of any non-complying equipment owned by the
Company to decline substantially.

Competition. The aircraft leasing industry is highly competitive. The Company
competes with aircraft manufacturers, distributors, airlines and other
operators, equipment managers, leasing companies, equipment leasing programs,
financial institutions and other parties engaged in leasing, managing or
remarketing aircraft, many of which have significantly greater financial
resources and more experience than the Company. The Company, however, believes
that it is competitive because of JMC's experience and operational efficiency in
financing the transaction types desired by regional air carriers. This market
segment, which is characterized by transaction sizes of less than $10 million
and lessee credits that are strong, but generally unrated and more speculative
than the major air carriers, is not well served by the Company's larger
competitors in the aircraft industry. JMC has developed a reputation as a global
participant in this segment of the market, and the Company believes this will
benefit the Company. There is no assurance that the lack of significant
competition from the larger aircraft leasing companies will continue or that the
reputation of JMC will continue to be strong in this market segment and benefit
the Company.

Casualties, Insurance Coverage. The Company, as owner of transportation
equipment, could be held liable for injuries or damage to property caused by its
assets. Though some protection may be provided by the United States Aviation Act
with respect to its aircraft assets, it is not clear to what extent such
statutory protection would be available to the Company and such act may not
apply to aircraft operated in foreign countries. Though the Company may carry
insurance or require a lessee to insure against a risk, some risks of loss may
not be insurable. An uninsured loss with respect to the equipment or an insured
loss, for which insurance proceeds are inadequate, would result in a possible
loss of invested capital in and any profits anticipated from such equipment.

Leasing Risks. The Company's successful negotiation of lease extensions,
re-leases and sales may be critical to its ability to achieve its financial
objectives, and involves a number of substantial risks. Demand for lease or
purchase of the assets depends on the economic condition of the airline industry
which is, in turn, highly sensitive to general economic conditions. Ability to
remarket equipment at acceptable rates may depend on the demand and market
values at the time of remarketing. The Company anticipates that the bulk of the
equipment it acquires will be used aircraft equipment. The market for used
aircraft is cyclical, and generally, but not always, reflects economic
conditions and the strength of the travel and transportation industry. The
demand for and value of many types of older aircraft in the recent past has been
depressed by such factors as airline financial difficulties, increased fuel
costs, the number of new aircraft on order and the number of older aircraft
coming off lease. The Company's expected concentration in a limited number of
airframe and aircraft engine types (generally, turboprop equipment) subjects the
Company to economic risks if those airframe or engine types should decline in
value. If "regional jets" were to be used on short routes previously served by
turboprops, even though regional jets are more expensive to operate than
turboprops, the demand for turboprops could be decreased. This could result in
lower lease rates and values for the Company's existing turboprop aircraft.




                                       17
<PAGE>   18

Risks Related to Regional Air Carriers. Because the Company has concentrated its
existing leases and intends to concentrate on leases to regional air carriers,
it is subject to certain risks. First, some of the lessees in the regional air
carrier market are companies that are start-up, low capital, low margin
operations. Often, the success of such carriers is dependent upon arrangements
with major trunk carriers, which may be subject to termination or cancellation
by such major carrier. Leasing transactions with these types of lessees result
in a generally higher lease rate on aircraft, but may entail higher risk of
default or lessee bankruptcy. The Company evaluates the credit risk of each
lessee carefully, and attempts to a obtain third party guaranty, letters of
credit or other credit enhancement, if it deems them necessary. There is no
assurance, however, that such enhancements will be available or that even if
obtained will fully protect the Company from losses resulting from a lessee
default or bankruptcy. Second, a significant area of growth of this market is in
areas outside of the United States, where collection and enforcement are often
more difficult and complicated than in the United States.

Possible Volatility of Stock Price. The market price of the Company's Common
Stock could be subject to fluctuations in response to operating results of the
Company, changes in general conditions in the economy, the financial markets,
the airline industry, changes in accounting principles or tax laws applicable to
the Company or its lessees, or other developments affecting the Company, its
customers or its competitors, some of which may be unrelated to the Company's
performance. Also, because the Company has a relatively small capitalization of
approximately 1.5 million shares, there is a correspondingly limited amount of
trading of the shares. Consequently, a single or small number of trades could
result in a market fluctuation not related to any business or financial
development relating to the Company.

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

On April 27, 2001, the Company held its annual stockholder's meeting in San
Carlos, California. At that meeting, Neal D. Crispin and Evan M. Wallach were
re-elected to the Board of Directors.

The vote tally was as follows:

<TABLE>
<CAPTION>
                      FOR ELECTION              WITHHELD
                      ------------              --------
<S>                <C>        <C>            <C>     <C>
Mr. Crispin        1,229,496  (98.87%)       14,034  (1.13%)
Mr. Wallach        1,230,666  (98.97%)       12,864  (1.03%)
</TABLE>

In addition to the election of directors, the stockholders ratified the
selection of Arthur Andersen LLP as auditors for the Company.

The vote tally was as follows:

<TABLE>
<S>                 <C>       <C>
In Favor            1,228,271 (98.77%)
Against                 8,385  (0.67%)
Abstaining              6,865  (0.56%)
</TABLE>




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<PAGE>   19

                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on May 15, 2001.



                           AEROCENTURY CORP.


                           By:    /s/ Neal D. Crispin
                                  -----------------------
                                  Neal D. Crispin
                           Title: President


                                  /s/ Toni M. Perazzo
                                  -----------------------
                                  Toni M. Perazzo
                           Title: Senior Vice  President - Finance and Secretary
                                  the  Registrant  (Principal  Financial and
                                  Accounting Officer)




                                       19