SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1

                                       TO

                                   FORM 1O-QSB


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

                  For the quarterly period ended March 31, 2000

                                       OR

     [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

         For the transition period from _____________ to ______________

                         Commission File Number: 0-29787


                      CENTURION COMMUNICATIONS CORPORATION
             (Exact name of Registrant as Specified in its Charter)

             COLORADO                                84-1414555
    (State or other jurisdiction                (IRS Identification Number)
        of incorporation)

                             16133 Ventura Boulevard
                                    Suite 635
                                Encino, CA 91436
                                 (310) 880-3163
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)


-------------------------------------------------------------------------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to filed by  Section 13 or 15(d) or the Securities Exchange Act of 1934
during the preceding 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 [ ]

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as the latest practicable date:
          1,865,000 shares of Common Stock, $.001 par value per share.

-------------------------------------------------------------------------------


<PAGE>


                      CENTURION COMMUNICATIONS CORPORATION

                                      INDEX


Part I. Financial Information

        Item 1. Financial Statements (unaudited)

                Balance Sheets.........................................      3

                Statement of Operations ...............................      4

                Statements of Cash Flows ..............................      5

                Notes to Consolidated Financial Statements ............      6

        Item 2. Management's Discussion and Analysis
                of Financial Condition and Results of
                Operation...............................................     9

Part II.   Other Information

   Item 1.      Legal Proceedings   ....................................     9

   Item 2.      Changes in the Rights
                of the Company's Security Holders ......................     9

   Item 3.      Defaults by the Company on its Senior Securities .......     9

   Item 4.      Results of Votes of Security Holders ...................     9

   Item 5.      Other Information ......................................     9

   Item 6.      Exhibits and Reports on Form 8-K .......................     9

   Signatures .........................................................     10

                                       2

<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements


                      CENTURION COMMUNICATIONS CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (unaudited)


                                                  3 Months
                                                   Ended            Year Ended
                                                (unaudited)          (audited)
                                                -------------     --------------
                                                 March 31,         December 31,
                                                    2000               1999
                                                -------------     --------------
                                     ASSETS

   TOTAL ASSETS                                 $    -            $       -
                                                =============     ==============



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

   TOTAL LIABILITIES                            $    -            $       -
                                                -------------     --------------



   STOCKHOLDERS' EQUITY (DEFICIENCY):
     Common stock, $0.001 par value;
       75,000,000 shares authorized;
       1,865,000 shares issued and
       outstanding at March 31, 2000
       and December 31, 1999, respectively        1,865               1,865
     Additional paid-in capital                    (933)               (933)
     Deficit accumulated during the
      development stage                            (932)               (932)
                                                -------------     --------------


        TOTAL STOCKHOLDERS' EQUITY
        (DEFICIENCY)                                 -                   -
                                                -------------     --------------

        TOTAL LIABILITIES AND STOCKHOLDERS'
          EQUITY (DEFICIENCY)                   $    -            $      -
                                                =============     ==============



    The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>


                      CENTURION COMMUNICATIONS CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (unaudited)






                                                         For the Period
                                 For the 3-Months         from May 30,
                                       Ended                  1996
                                     March 31,           (inception) to
                               ----------------------        March 31,
                                   2000       1999            2000
                               ----------   ---------    ---------------
REVENUE                        $     -      $    -       $          -


GENERAL, SELLING
AND ADMINISTRATIVE EXPENSES          -           -                   932

                               ----------   ---------    ---------------

LOSS BEFORE TAXES                    -           -                  (932)

PROVISION FOR INCOME TAXES           -           -                   -
                               ----------   ---------    ---------------

NET LOSS                       $     -      $    -       $          (932)
                               ==========   =========    ===============


NET LOSS PER COMMON
SHARE - basic and diluted      $     -      $    -       $         (0.00)
                               ==========   =========    ===============


WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
basic and diluted               1,865,000   1,865,000          1,865,000
                               ==========   =========    ===============








    The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>





                      CENTURION COMMUNICATIONS CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)




                                                           For the Period
                                                          from May 30, 1996
                              For the 3-Months Ended       (inception) to
                                    March 31,                March 31,
                              -----------------------     -----------------
                                 2000       1999                2000
                               ----------   ---------      ---------------

CASH USED IN OPERATING
ACTIVITES
   Net Loss                    $      -     $     -        $        (932)

CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES
   Issuance of Common Stock    $      -     $     -        $         932
                               ----------   ---------      ---------------

NET CHANGE IN CASH AND CASH           -           -                  -
EQUIVALENTS

CASH AND CASH EQUIVALENTS -           -           -                  -
beginning of period
                               ----------   ---------      ---------------

CASH AND CASH EQUIVALENTS -
end of period                  $      -     $     -        $         -
                               ==========   ===========    ===============

SUPPLEMENTAL CASH FLOW
INFORMATION:
   Cash paid during the year-
      Interest paid            $      -     $     -        $         -
                               ==========   ===========    ===============

      Income taxes paid        $      -     $     -        $         -
                               ==========   ===========    ===============




      The accompanying notes are an integral part of the financial statements.

                                       5
<PAGE>


                      CENTURION COMMUNICATIONS CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                MARCH 31, 2000 (unaudited) AND DECEMBER 31, 1999

  NOTE 1 -    DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

              Nature of Operations
              --------------------
              Centurion  Communications  Corporation  ("Company") is currently a
              development  stage  company  under the  provisions of Statement of
              Financial  Accounting  Standards  ("SFAS")  No. 7. The Company was
              incorporated  under the laws of the State of  Colorado  on May 30,
              1996.  It is  management's  objective  to  seek a  merger  with an
              existing operating company.

              Basis of Presentation
              ---------------------
              The  accompanying  financial  statements  have  been  prepared  in
              conformity with generally accepted  accounting  principles,  which
              contemplate  continuation  of  the  Company  as a  going  concern.
              However,  the Company has no established  source of revenue.  This
              factor raises  substantial  doubt about the  Company's  ability to
              continue as a going  concern.  Without  realization  of additional
              capital,  it would be  unlikely  for the  Company to continue as a
              going  concern.  The  financial  statements  do  not  include  any
              adjustments  relating to the  recoverability and classification of
              recorded   asset  amount,   or  amounts  and   classification   of
              liabilities  that might be necessary  should the Company be unable
              to continue in  existence.  It is  management's  objective to seek
              additional  capital  through a merger with an  existing  operating
              company.

              Use of Estimates
              ----------------
              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements  and  the
              reported  amounts of revenue  and  expenses  during the  reporting
              period. Actual results could differ from those estimates.

              Cash and Cash Equivalents
              -------------------------
              The Company considers all highly liquid investments purchased with
              original   maturities   of  three   months  or  less  to  be  cash
              equivalents.

                                       6

<PAGE>

                      CENTURION COMMUNICATIONS CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                MARCH 31, 2000 (unaudited) AND DECEMBER 31, 1999

  NOTE 1 -    DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

              Concentration of Credit Risk
              ----------------------------
              From time to time the Company  places its cash in what it believes
              to be credit-worthy financial institutions. However, cash balances
              exceed FDIC insured levels at various times during the year.

              Income Taxes
              ------------
              Income  taxes are provided  for based on the  liability  method of
              accounting  pursuant  to SFAS  No.  109,  "Accounting  for  Income
              Taxes". Deferred income taxes, if any, are recorded to reflect the
              tax  consequences  on future years of differences  between the tax
              bases of assets  and  liabilities  and their  financial  reporting
              amounts at each year-end.

              Loss Per Share
              --------------
              During  1998,  the Company  adopted  SFAS No. 128,  "Earnings  Per
              Share,"  which  requires  presentation  of basic  loss  per  share
              ("Basic  LPS") and diluted  loss per share  ("Diluted  LPS").  The
              computation of Basic LPS is computed by dividing loss available to
              common  stockholders by the weighted average number of outstanding
              common shares  during the period.  Diluted LPS gives effect to all
              diluted potential common shares outstanding during the period. The
              computation of Diluted LPS does not assume conversion, exercise or
              contingent exercise of securities that would have an anti-dilutive
              effect on earnings.

              Comprehensive Income
              --------------------
              In June 1998,  the FASB issued  Statement of Financial  Accounting
              Standards No. 130, "Reporting  Comprehensive  Income",  was issued
              ("SFAS No.  130").  SFAS No.  130  establishes  standards  for the
              reporting and display of  comprehensive  income and its components
              in the financial statements. As of March 31, 2000 and December 31,
              1999,  and for the period from May 30, 1996  (inception)  to March
              31, 2000,  the Company has no items that  represent  comprehensive
              income   and,   therefore,   has  not   included  a  schedule   of
              comprehensive income in the accompanying financial statements.

                                       7

<PAGE>

                      CENTURION COMMUNICATIONS CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                MARCH 31, 2000 (unaudited) AND DECEMBER 31, 1999

  NOTE 1 -    DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

              Impact of Year 2000 Issue
              -------------------------
              As of March  31,  2000,  the  Company  does not have any  computer
              systems or customers and  suppliers.  Therefore,  the issue of the
              year 2000 has no effect on the Company's current activities.

  NOTE 2 -    RELATED PARTY TRANSACTIONS

              The Company neither owns nor leases any real or personal property.
              A shareholder  provides office services without charge. Such costs
              are immaterial to the financial statements and, accordingly,  have
              not been  reflected  therein.  The officers  and  directors of the
              Company are involved in other business  activities and may, in the
              future,  become  involved in other  business  opportunities.  If a
              business  opportunity  becomes  available  for the  Company,  such
              persons may face a conflict in  selecting  between the Company and
              their other business  interests.  The Company has not formulated a
              policy for the resolution of such conflicts.

NOTE 3 -      STOCKHOLDERS' EQUITY

               The Company is authorized to issue up to 1,500,000 shares,  which
               includes  1,000,000  shares  of  common  stock at a par  value of
               $0.001 and 500,000  shares of  preferred  stock at a par value of
               $0.001.

               The preferred stock is convertible  into common stock,  with each
               series  par   value,   convertible   features,   and  rights  and
               preferences to be determined from  time-to-time  with each series
               created  by the board of  directors.  As of March 31,  2000,  the
               board of directors has not created any series of preferred stock.

<PAGE>

                      CENTURION COMMUNICATIONS CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                MARCH 31, 2000 (unaudited) AND DECEMBER 31, 1999

NOTE 3 -      STOCKHOLDERS' EQUITY (Continued)

               On June 7, 1996,  the Company  issued  9,325 shares of its $0.001
               par value common stock in consideration for $932.50 in cash.

               On  February   21,  2000   Company   restated   its  Articles  of
               Incorporation   with  the  State  of  Colorado  to  increase  its
               capitalization  from 1,000,000 common shares to 75,000,000 common
               shares and from 500,000 preferred shares to 10,000,000  preferred
               shares. There was no change to the par value of the common stock.

               On February 21, 2000,  the Company also forward  split its common
               Stock 200:1,  thus  increasing the number of  outstanding  common
               stock shares from 9,325 shares to 1,865,000 shares.

                                       8

<PAGE>

Item 2.
                      CENTURION COMMUNICATIONS CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATION

      The Company has not  commenced  business  activities  and has no assets or
operations.  The Company is dependent  upon its officers to meet any  de-minimis
costs which may occur.

      Farid E.  Tannous,  an officer and director of the Company,  has agreed to
provide the necessary funds,  without  interest,  for the Company to comply with
the Securities Exchange Act of 1934, as amended,  provided that he is an officer
and director of the Company when the  obligation  is incurred.  All advances are
interest-free.

      In  addition,  since the  Company  has had no  operating  history  nor any
revenues or earnings from  operations,  with no significant  assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination. This may result in the Company incurring a net operating loss which
will  increase   continuously  until  the  Company  can  consummate  a  business
combination with a profitable business opportunity.  There is assurance that the
Company can identify such a business  opportunity and consummate such a business
combination.


PART II.    Other Information

Item 1.     Legal Proceedings - None.

Item 2.     Changes in the Rights of the Company's Security Holders - None.

Item 3.     Defaults by the Company on its Senior Securities - None.

Item 4.     Results of Votes of Security Holders - None.

Item 5.     Other Information - None.

Item 6.     Exhibits and Reports on Form 8-K -

(a)   Exhibits

Exhibit
Number      Description
-------     -----------
27          Financial Data Schedule *

               * previously filed

(b)   Reports on Form 8-K

            None
                                       9
<PAGE>



                                   SIGNATURES



      Pursuant to the  requirement of the  Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                              CENTURION COMMUNICATIONS CORPORATION
                              Registrant


Amendment No. 1
Date: June 1, 2000                /s/ Farid E. Tannous
                               ---------------------------------
                                 Farid E. Tannous
                                 President